Memorandum Of Association - INFOSYS TECHNOLOGIES LTD - 1-21-2000

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					EXHIBIT 3.2 THE COMPANIES ACT, 1956 COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF INFOSYS TECHNOLOGIES LIMITED

I. The name of the Company is INFOSYS TECHNOLOGIES LIMITED. II. The registered office of the Company will be situated in the State of Karnataka. III. The objects for which the Company is established are: (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:1. To establish, maintain, conduct, provide, procure or make available services of every kind including commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, communication and other technological social or other services. 2. To carry on the business as importer, exporter, buyers, lessers, and sellers of and dealers in all types of electronic components and equipment necessary for attaining the above objects. (B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS: 3. To carry on all kinds of promotion business, and in particular to form, constitute, float, lend money to assist, and control any companies, associations, or undertakings whatsoever. 4. To establish, provide, maintain and conduct or otherwise subsidise research laboratories, experimental stations, workshops and libraries for scientific, industrial, commercial and technical research and experiments; to undertake and carry on scientific, industrial, commercial, economic, statistical and technical research, surveys and investigations; to promote studies, research investigation and invention, both scientific and technical by providing, subsiding, endowing, or assisting laboratories, colleges, universities, workshops, libraries, lectures, meetings, exhibitions and conferences and by providing for the remuneration to scientists, scientific or technical professors or teachers and the award of scholarship, grants and prizes to students, research-workers and inventors or otherwise and generally to encourage, promote and reward studies, research, investigations, experiments, tests and inventions of any kind. 5. To provide for the welfare of employees or ex-employees of the Company and the wives, widows, families or dependants of such persons by building or contributing to the building of houses, dwellings or chawls or by grants of money, pensions, allowances, gratuities, bonus or other payments or by creating and from time-to-time subscribing or contributing to provident and other funds, institutions and trusts and by providing or subscribing or contributing towards 2

places of instruction and recreation, hospitals and dispensaries, medical and other attendance and assistance as

I. The name of the Company is INFOSYS TECHNOLOGIES LIMITED. II. The registered office of the Company will be situated in the State of Karnataka. III. The objects for which the Company is established are: (A) MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION:1. To establish, maintain, conduct, provide, procure or make available services of every kind including commercial, statistical, financial, accountancy, medical, legal, management, educational, engineering, data processing, communication and other technological social or other services. 2. To carry on the business as importer, exporter, buyers, lessers, and sellers of and dealers in all types of electronic components and equipment necessary for attaining the above objects. (B) OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS: 3. To carry on all kinds of promotion business, and in particular to form, constitute, float, lend money to assist, and control any companies, associations, or undertakings whatsoever. 4. To establish, provide, maintain and conduct or otherwise subsidise research laboratories, experimental stations, workshops and libraries for scientific, industrial, commercial and technical research and experiments; to undertake and carry on scientific, industrial, commercial, economic, statistical and technical research, surveys and investigations; to promote studies, research investigation and invention, both scientific and technical by providing, subsiding, endowing, or assisting laboratories, colleges, universities, workshops, libraries, lectures, meetings, exhibitions and conferences and by providing for the remuneration to scientists, scientific or technical professors or teachers and the award of scholarship, grants and prizes to students, research-workers and inventors or otherwise and generally to encourage, promote and reward studies, research, investigations, experiments, tests and inventions of any kind. 5. To provide for the welfare of employees or ex-employees of the Company and the wives, widows, families or dependants of such persons by building or contributing to the building of houses, dwellings or chawls or by grants of money, pensions, allowances, gratuities, bonus or other payments or by creating and from time-to-time subscribing or contributing to provident and other funds, institutions and trusts and by providing or subscribing or contributing towards 2

places of instruction and recreation, hospitals and dispensaries, medical and other attendance and assistance as the Company shall think fit. 6. To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or any other useful institutions, objects or purposes or for any exhibition. 7. To establish and maintain or procure the establishment and maintenance of any contributory or noncontributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or employments to any person who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary company, or who are or were at any time Directors or Officers of the Company or of any such other company as aforesaid, and wives, widows, families, and dependants of any such persons and also establish and subsidise and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the Company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and to do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid.

places of instruction and recreation, hospitals and dispensaries, medical and other attendance and assistance as the Company shall think fit. 6. To subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national, public or any other useful institutions, objects or purposes or for any exhibition. 7. To establish and maintain or procure the establishment and maintenance of any contributory or noncontributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or employments to any person who are or were at any time in the employment or service of the Company, or of any company which is a subsidiary of the Company or is allied to or associated with the Company or with any such subsidiary company, or who are or were at any time Directors or Officers of the Company or of any such other company as aforesaid, and wives, widows, families, and dependants of any such persons and also establish and subsidise and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well being of the Company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and to do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid. 8. To undertake and execute any trust the undertaking of which may seem to the Company desirable and either gratuitously or otherwise. 9. To act as agents, registrars or brokers and as trustees for any person or company and to undertake and perform sub-contracts. 10. To buy, sell, manufacture, repair, alter and exchange, let on hire, export, and deal in all kinds of articles and things which may be required for the purposes of any of the said businesses, or commonly supplied or dealt in by persons engaged in any such businesses, or which may seem capable of being profitably dealt with in connection with any of the said businesses. 11. To adopt such means of making known the business of the Company and/or associate companies or others as may seem expedient and in particular by advertising in the press, public places and theatres, by radio, by television, by circulars, by purchase and exhibition or works of art or interest, by publication of books, pamphlets, bulletins or periodicals, by organising or participating in exhibitions and by granting prizes, rewards and donations. 12. To apply for and acquire any statutory or other powers, rights or concessions. 13. To act as Aadatias, Selling Agents, Purchasing Agents, Factors, Muccadums, Carriers, Jatha Merchants, Landing and Forwarding Agents, Brokers, Guaranteed Brokers, in respect of goods, materials and merchandise and produce and articles of all kinds and descriptions. 14. To construct and develop residential or industrial colonies for the general advancement of members, employees or others. 15. To purchase, or otherwise acquire and undertake the whole or any part of the business, property, rights, and liabilities of any person, firm or company carrying on any business which this company is authorised to carry on or possessed of property or rights suitable for any of the purposes of the Company and to purchase, acquire, sell and deal in property, shares, stocks, debentures or debenture-stocks of any such person, firm or company and to conduct, make or carry into effect any arrangements in regard to the winding up of the business of any such persons, firm or company. 16. To enter into partnership or into any arrangements for sharing of profits, union of interest, reciprocal concession or co-operation with any person, partnership, or company and to promote, constitute, form and organise, and aid in promoting, constituting, forming and 3

organising companies, syndicates or partnerships of all kinds for all the purposes or acquiring and undertaking any

organising companies, syndicates or partnerships of all kinds for all the purposes or acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects thereof or for any other purposes which this Company may think expedient. As also to pay for any properties, rights or privileges required by this Company either in shares of the Company or partly in cash or otherwise and to give shares or stock of this Company in exchange for shares or stock of any other company. 17. To apply for, purchase or otherwise acquire patents, brevet inventions, licences, concessions and the like conferring any exclusive or non-exclusive or limited right to use any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company or benefit the Company and to use, exercise, or develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired. 18. To receive money, valuable, and goods and materials of all kinds of depositor for safe custody. 19. To lend money and other property, to guarantee the performance of contracts and obligations of all kinds, to act as agents in the management, sale and purchase of property, and generally to transact business as capitalists and financiers. 20. To lend, invest or otherwise employ or deal with moneys belonging to or entrusted to the Company upon making arrangements to secure repayment or payment of principal and interest thereon. 21. To borrow or raise or secure the payment of money or to receive money on deposit at interest for any of the purpose of the Company and at such time and from time to time and in such manner as may be thought fit and in particular by the issue of debentures, or debenture-stocks, perpetual or otherwise including debentures or debenture-stock convertible into shares of this or any other company or perpetual annuities and in security for any such money so borrowed, raised or received or any such debentures or debenture-stocks so issued, to mortgage, pledge or charge the whole or any part of the property, assets or revenue and profits of the Company, present or future, including its uncalled capital by special assignments or otherwise or to transfer or convey the same absolutely or in trust and to give the lenders power of sale and other powers as may seem expedient and to purchase, redeem or pay off any such securities provided the Company shall not carry on banking business as defined in the Banking Regulation Act, 1949. 22. To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and otherwise deal with cheques, drafts, bills of exchange, promissory notes, hundies, debentures, bonds, bills of lading, railway receipts, warrants and all other negotiable or transferable instruments. 23. To amalgamate with any other company or companies. 24. To distribute any of the property of the Company amongst the members in specie or kind subject to the provisions of the Companies Act in the event of winding up. 25. To apply for, tender, purchase, or otherwise acquire any contracts, subcontracts licences and concessions for or in relation to the objects or business herein mentioned or any of them, and to undertake, execute, carry out, dispose of or otherwise turn to account the same. 26. To do all or any of them in any part of the world either as principals, agents, contractors, trustees or otherwise and either by or through agents, trustees, sub-contractors or otherwise, either alone or in conjunction with others and to allow any property to remain outstanding in such agents or trustees. 27. To do all such other things as are incidental or conducive to the attainment of the above objects or any of them. 4

(C) OTHER OBJECTS: 28. To carry on the business of an investment company and to buy, underwrite and to invest in the acquire and

(C) OTHER OBJECTS: 28. To carry on the business of an investment company and to buy, underwrite and to invest in the acquire and hold shares, stocks, debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any company constituted or carrying on business in India or elsewhere and debentures, debenture-stocks, bonds, obligations and securities issued or guaranteed by any Government, State, Dominion, Sovereign, Ruler, Commissioners, Public body or authority supreme, municipal, local or otherwise or firm or person whether in India or elsewhere and to deal and turn to account the same. 29. To carry on business related to the electronic industry, Textiles, Chemicals, Hotels, Construction & Engineering items. 30. To transact and carry on all kinds of agency business and in particular to collect rents and debts, and to negotiate loans, to find investments, and to issue and place shares, stocks, debentures, debenture-stocks or securities for the above business of the Company. 31. To carry on business of every kind and to act as merchants, traders, Commission or other agents or in any other capacity whatsoever in India or in any part of the world, to carry on the business of providing services of every kind and to import, export, buy, sell, barter, exchange, pledge, make advances upon or otherwise deal in goods, produce, article, merchandise, services, conveniences and amenities of every kind which will be required for the business of the Company. 32. To carry on business as capitalists, financiers; concession and merchants and to undertake and carry on and execute all kinds of financial, commercial, trading and other operations. 33. To sell or purchase or otherwise deal in any goods, products, articles or things and to carry on business as merchants, traders, and dealers in any goods, commodities, articles and things whatsoever in or outside India and generally to carry on business as exporters, importers and dealers. 34. To carry on the business of advertising contractors and agents and any other business which may be usefully carried on in connection with such business and to acquire and undertake the whole or any part of the business property and liabilities of any person or company carrying on business as such contractor or agents, or any other business which may be usefully carried on in connection therewith. 35. To manufacture, maintain, export, import, buy, sell, rent, hire or lease or otherwise acquire, dispose of or deal in all kinds of digital systems, numerical controller, flexible manufacturing systems, robots, communication systems, computers, computer peripherals, computer software, computer hardware, computer technology, machines, computer aided teaching aids, energy saving devices, alternative sources of energy, electrical and electronics components, devices, instruments, equipments and controls for any engineering applications, and all other related components, parts and products used in communication and computers. AND IT IS HEREBY DECLARED that the word "company" in this Memorandum when applied otherwise than to this Company shall whenever the context shall so require or admit be deemed to include any authority, partnership or other body of persons whether incorporated or un-incorporated and whether domiciled in India or elsewhere and that the intention is that the objects specified in the several paragraphs of this Memorandum shall be regarded as independent objects and shall accordingly shall be in no wise limited or restricted in its application (except when otherwise expressed in such paragraphs) by reference to the objects in any other paragraph or the name of the company, but may be carried out in as full and ample a manner and construed and applied in as wide a sense as if each of the said paragraphs defines the objects of a separate, distinct and independent Company. 5

IV. The liability of the members is limited. V. "The Authorized Share Capital of the company is Rs. 50,00,00,000 (Rupees fifty crores only) divided into 10,00,00,000 (Ten crores only) Equity Shares of Rs. 5 each (Rupees five only) with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into several classes and

IV. The liability of the members is limited. V. "The Authorized Share Capital of the company is Rs. 50,00,00,000 (Rupees fifty crores only) divided into 10,00,00,000 (Ten crores only) Equity Shares of Rs. 5 each (Rupees five only) with power to increase and reduce the capital of the company and to divide the shares in the capital for the time being into several classes and attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or by the Articles of Association of the company for the time being". RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 29, 1999 We the several persons whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the Capital of the Company set opposite to our respective names.
--------------------------------------------------------------------------------------------------------Signature, Name, Address, Number of Equity Signature, Name, Addr description and occupation of Shares taken by each description and occupat Subscribers Subscriber Witness --------------------------------------------------------------------------------------------------------Nagavara Ramarao Narayana Murthy (Son of Nagavara Ramarao) 1 Flat 6, Padmanabhan Apartment, (One equity) 1126/2, Shivajinagar, Pune - 411 016 Consultant Nadathur Srinivasa Raghavan (Son of N. Sarangapani) 5, "Ravikripa", Station Road, Matunga (C. R.), Bombay - 400 019. Consultant

1 (One equity)

Senapathy Gopalakrishnan (Son of P. G. Senapathy) Krishna Vihar, Kalapalayam Lane, Pathenchanthai, Trivandrum - 695 001.

1 (One equity)

VIPUL DEVENDRA KINKHABWALA (S/o. Devendra Vithaldas Kinkhabwala) 14, Thakurdwar Road, Zaveri Building, Bombay Service

Consultant Nandan Mohan Nilekani (Son of M. R. Nilekani) 37, Saraswatput, Dharwar - 580 002. KARNATAKA Consultant ------------------4 (Four equity) ---------------------------------------------------------------------------------------------------------

1 (One equity)

Dated this 15th day of June 1981.

EXHIBIT 3.3 Company No. 13115 ----------------- [LOGO APPEARS HERE]

EXHIBIT 3.3 Company No. 13115 ----------------- [LOGO APPEARS HERE] FRESH CERTIFICATE OF INCORPORATION CONSEQUENT ON CHANGE OF NAME In the Office of the Registrar of Companies Karnataka, Bangalore.

(Under the Companies Act 1956 (1 of 1956) IN THE MATTER OF INFOSYS TECHNOLOGIES PRIVATE LIMITED I hereby certify that Infosys Technologies Pvt. Limited, which was originally incorporated on Second day of July 1981 under the Companies Act, and under the name Infosys Consultants Private Limited having duly Passed the necessary resolution in terms of section 21/44 of Companies Act, 1956. The name of the said company is this day changed to INFOSYS TECHNOLOGIES Limited and this certificate is issued pursuant to section 23(1) of the said Act. Given under my hand at Bangalore this Second day of June 1992 (One thousand nine hundred Ninety two)
/s/ R. Mantra Murphy (R. MANTRA MURTHY) [STAMP APPEARS HERE] ASSTT. Registrar of Companies Karnataka, Bangalore

Here give the name of the Company as existing prior to the change. Here give the name of the Act (s) under which the Company was originally registered and incorporated. [The above language appears both in Hindi and English.] The foregoing document contains both Hindi and English versions of the same text. I hereby certify that the English text is a fair and accurate translation of the accompanying Hindi text.
/s/ T.V. Mohandas Pai --------------------------T.V. Mohandas Pai

EXHIBIT 19.1 INFOSYS TECHNOLOGIES LIMITED Report for the third quarter ended December 31, 1999 [ITLINFOSYS LOGO] 1 of 27

EXHIBIT 19.1 INFOSYS TECHNOLOGIES LIMITED Report for the third quarter ended December 31, 1999 [ITLINFOSYS LOGO] 1 of 27 At a glance - Indian GAAP Rs. in crores, except per equity share data
Quarter ended Nine months ended December 31, December 31, ------------------------------------------------------1999 1998 1999 19 --------------------------------------------------------------------------------------------------------For the period Total revenue 233.52 140.17 635.46 359. Export revenue 224.41 137.83 598.10 352. Operating profit (PBIDT) 98.47 54.65 262.32 128. Profit after tax (PAT) from ordinary activities 73.79 37.74 200.10 89. PBIDT as a percentage of total revenue 42.32% 38.99% 40.42% 35. PAT (from ordinary activities) as a percentage of 31.78% 26.93% 30.49% 25. total revenue Earnings per share (from ordinary activities) 22.50 12.12 57.74 27. Dividend per share NA NA 3.00 2. Dividend amount NA NA 9.92 4. Capital investment 46.98 19.75 106.74 52. At the end of the period Total assets 761.26 260. Fixed assets - net 172.92 96. Cash and equivalents 464.43 96. Working capital 587.58 163. Total debt Net worth 761.26 260. Equity 33.07 16. Market capitalization 47,843.98 4,760. ---------------------------------------------------------------------------------------------------------

Note: Rs. One crore equals Rs. 10 million. All ratios are calculated excluding income from exchange differences on translation of foreign currency deposits kept abroad. Market capitalization is calculated by considering the Indian market price for shares outstanding at the period / year-end. EPS figures have been calculated for the period and has not been annualized.
Total Revenue Rs. in crores Year Ended March 31, 1999 512.7 Nine months ended December 31, 1998 359.0 Nine months ended December 31, 1999 635.5

Exports Rs. in crores Year Ended March 31, 1999 500.3 Nine months ended December 31, 1998 352.3 Nine months ended December 31, 1999 598.1

Net Profit Rs. in crores

At a glance - Indian GAAP Rs. in crores, except per equity share data
Quarter ended Nine months ended December 31, December 31, ------------------------------------------------------1999 1998 1999 19 --------------------------------------------------------------------------------------------------------For the period Total revenue 233.52 140.17 635.46 359. Export revenue 224.41 137.83 598.10 352. Operating profit (PBIDT) 98.47 54.65 262.32 128. Profit after tax (PAT) from ordinary activities 73.79 37.74 200.10 89. PBIDT as a percentage of total revenue 42.32% 38.99% 40.42% 35. PAT (from ordinary activities) as a percentage of 31.78% 26.93% 30.49% 25. total revenue Earnings per share (from ordinary activities) 22.50 12.12 57.74 27. Dividend per share NA NA 3.00 2. Dividend amount NA NA 9.92 4. Capital investment 46.98 19.75 106.74 52. At the end of the period Total assets 761.26 260. Fixed assets - net 172.92 96. Cash and equivalents 464.43 96. Working capital 587.58 163. Total debt Net worth 761.26 260. Equity 33.07 16. Market capitalization 47,843.98 4,760. ---------------------------------------------------------------------------------------------------------

Note: Rs. One crore equals Rs. 10 million. All ratios are calculated excluding income from exchange differences on translation of foreign currency deposits kept abroad. Market capitalization is calculated by considering the Indian market price for shares outstanding at the period / year-end. EPS figures have been calculated for the period and has not been annualized.
Total Revenue Rs. in crores Year Ended March 31, 1999 512.7 Nine months ended December 31, 1998 359.0 Nine months ended December 31, 1999 635.5

Exports Rs. in crores Year Ended March 31, 1999 500.3 Nine months ended December 31, 1998 352.3 Nine months ended December 31, 1999 598.1

Net Profit Rs. in crores Year Ended March 31, 1999 132.9 Nine months ended December 31, 1998 89.8 Nine months ended December 31, 1999 200.1

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Letter to shareholders --------------------------------------------------------------------------------

Letter to shareholders --------------------------------------------------------------------------------

Dear Shareholder, It gives us pleasure to report on yet another successful quarter. Total income (Revenues) for the quarter was Rs. 233.52 crore ($52.2 million) compared to Rs. 140.17 crore ($33.0 million) for the corresponding quarter in the previous year, a growth of 66.6% (57.9%). Export income (Export revenues) grew to Rs. 224.41 crore ($51.7 million) from Rs. 137.83 crore ($32.7 million) for the corresponding quarter in the previous year, a growth of 62.8% (58.1%). Net profit from ordinary activities (Net income) for the quarter was Rs. 73.79 crore ($15.4 million) as compared to Rs. 37.74 crore ($9.6 million) for the corresponding quarter in the previous year, an increase of 95.5% (60.9%). Operating profit (Operating income) was Rs. 98.47 crore ($15.7 million) as compared to Rs. 54.66 crore ($10.8 million) for the corresponding quarter in the previous year, a growth of 80.2% (45.2%). Other income (Other income, net) of Rs. 7.11 crore ($1.6 million) in the current quarter includes Rs. 4.20 crore ($1.0 million) of interest on deployment of funds raised through issue of American Depositary Shares (ADS), Rs. 0.72 crore ($0.1 million) from the sale of Special Import Licenses, and loss of Rs. 0.61 crore ($0.1 million) arising from exchange rate differences on translation of foreign currency deposits. Excluding the above, net profit (net income) for the current quarter was Rs. 69.48 crore ($14.4 million), an 84.1% (50.3%) increase over the comparable net profit of Rs. 37.74 crore (net income of $9.6 million) for the quarter ended December 31, 1998. E-commerce initiatives have become an integral part of every business around the world. Your company has made investments in building the skills required in this new paradigm, and now has the experience, the people and the ability to support its clients in their e-business endeavors. During this quarter, 15.6 % of your company's total income was e-commerce related and we continue to focus on this area. Your company has successfully managed to convert the opportunity of providing Year 2000 conversion solutions into long-term relationships with its clients. The company had capped Year 2000 conversion business at 25% of total revenue and gradually reduced revenue from this service as the Year 2000 approached. We are happy to report that even with revenues from Year 2000 projects declining to just 5.8% this quarter, we have been able to maintain a healthy top- and bottom- line growth. Your company had made preparations to support its internal systems and its clients during the transition to the Year 2000. Teams were, and continue to be in place at all development centers and in the U.S., Europe and Japan. Further, precautions were taken to monitor the impact on communication infrastructure. As of the date of this letter, no material disruption has been reported. However, your company does not expect to arrive at a conclusive picture of the effect of the transition immediately and continues to monitor its systems and is in touch with its clients to address any problems. The full cost of transition support is still being computed; but is expected to be insignificant. We would like to record our appreciation of all employees who worked very hard to ensure that our clients transition to the Year 2000 smoothly. Your company added 23 new clients in the quarter. New clients include e-business clients like Fitme.com, Interval Research, Medschool.com and Beyond.com. The company continues to execute significant cutting-edge projects in voice and data communication technologies, the basic infrastructure of the Internet. During the quarter, your company added another 218 employees (net), increasing the total strength to 4,996 as of the end of the quarter. The new e-commerce paradigm requires the company to keep personnel on "bench" so that it can quickly respond to market requirements. The company's global delivery model enables it to maintain this reserve without significantly impacting margins. Your company was assessed at the highest level, Level 5, of the Capability Maturity Model, a software-specific quality standard formulated by the Software Engineering Institute at Carnegie Mellon University. This represents another significant milestone in the company's continuous quality journey, which began 7 years ago. Phase I of the software development facility at Pune Infotech Park, Hinjawadi, Pune was inaugurated in the quarter. Construction of phase II of this facility is also progressing satisfactorily. Construction of one more block

of 75,000 sq. ft of Infosys Park, Phase I is progressing well. Construction of 2,70,000 sq.ft at Infosys Park, Phase II, adjacent to the Company's headquarters in Electronic City, is progressing as per schedule. Work began on a new software development facility in Chennai, with a ground- breaking ceremony. A new facility, with a capacity to accommodate 100 employees, was occupied in Mangalore. This facility is part of a larger building that the company is in the process of acquiring. The company completed the acquisition of 25 acres of land in Bhubaneswar, and will begin construction of a software development campus in due course. 3 of 27

Your company was again voted as the "Best Managed Company" in India in a poll conducted by Asiamoney among the international investment community. Your company was voted "India's Most Admired Company" in a survey conducted by The Economic Times. The Institute of Chartered Accountants of India has adjudged the Annual Report and Accounts of the company for the year ended March 31, 1999 as the best amongst the entries received from Non-Financial Private Sector Companies for the Best Presented Accounts Competition 1998-99. This is the fifth consecutive year that Infosys is winning this prestigious award. We thank all Infoscions, who through their unwavering commitment to the Infosys ideals of quality, hard work and cost control, have made this yet another successful quarter, and look forward to reporting to you the results of the quarter and year ending March 31, 2000.
-----------------------------------------------/s/ Nandan M. Nilekani /s/ N. R. Narayana Murthy -----------------------------------------------Nandan M. Nilekani N. R. Narayana Murthy Managing Director, President Chairman and Chief Operating Officer and Chief Executive Officer

Bangalore, India January 11, 2000

Note: Figures and terminology in parenthesis refer to US GAAP financial statements, and are in US dollars. 4 of 27 Auditor's report to the members of Infosys Technologies Limited We have audited the attached Balance Sheet of Infosys Technologies Limited (the Company) as at 31, December, 1999 and the Profit and Loss Accounts of the Company for the nine month period and quarter ended on that date, annexed thereto, and report that: 1. As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 2. Further to our comments in the Annexure referred to in paragraph 1 above: a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit. b. In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of these books. c. The Balance Sheet and Profit and Loss Accounts dealt with by this report are in agreement with the books of account. d. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are prepared in compliance with the accounting standards referred to in sub section(3C) of Section 211 of the Companies Act, 1956, to the extent applicable;

Your company was again voted as the "Best Managed Company" in India in a poll conducted by Asiamoney among the international investment community. Your company was voted "India's Most Admired Company" in a survey conducted by The Economic Times. The Institute of Chartered Accountants of India has adjudged the Annual Report and Accounts of the company for the year ended March 31, 1999 as the best amongst the entries received from Non-Financial Private Sector Companies for the Best Presented Accounts Competition 1998-99. This is the fifth consecutive year that Infosys is winning this prestigious award. We thank all Infoscions, who through their unwavering commitment to the Infosys ideals of quality, hard work and cost control, have made this yet another successful quarter, and look forward to reporting to you the results of the quarter and year ending March 31, 2000.
-----------------------------------------------/s/ Nandan M. Nilekani /s/ N. R. Narayana Murthy -----------------------------------------------Nandan M. Nilekani N. R. Narayana Murthy Managing Director, President Chairman and Chief Operating Officer and Chief Executive Officer

Bangalore, India January 11, 2000

Note: Figures and terminology in parenthesis refer to US GAAP financial statements, and are in US dollars. 4 of 27 Auditor's report to the members of Infosys Technologies Limited We have audited the attached Balance Sheet of Infosys Technologies Limited (the Company) as at 31, December, 1999 and the Profit and Loss Accounts of the Company for the nine month period and quarter ended on that date, annexed thereto, and report that: 1. As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 2. Further to our comments in the Annexure referred to in paragraph 1 above: a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit. b. In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of these books. c. The Balance Sheet and Profit and Loss Accounts dealt with by this report are in agreement with the books of account. d. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are prepared in compliance with the accounting standards referred to in sub section(3C) of Section 211 of the Companies Act, 1956, to the extent applicable; e. In our opinion, and to the best of our information, and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view: i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 December, 1999; and ii. in the case of the Profit and Loss Accounts, of the profit for the nine months period and quarter ended on that date. 3. We have also examined the attached Cash Flow Statements of the Company for the nine month period and

Auditor's report to the members of Infosys Technologies Limited We have audited the attached Balance Sheet of Infosys Technologies Limited (the Company) as at 31, December, 1999 and the Profit and Loss Accounts of the Company for the nine month period and quarter ended on that date, annexed thereto, and report that: 1. As required by the Manufacturing and Other Companies (Auditor's Report) Order, 1988, issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order. 2. Further to our comments in the Annexure referred to in paragraph 1 above: a. We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit. b. In our opinion, proper books of account, as required by law, have been kept by the Company so far as appears from our examination of these books. c. The Balance Sheet and Profit and Loss Accounts dealt with by this report are in agreement with the books of account. d. In our opinion, the Balance Sheet and Profit and Loss Account dealt with by this report are prepared in compliance with the accounting standards referred to in sub section(3C) of Section 211 of the Companies Act, 1956, to the extent applicable; e. In our opinion, and to the best of our information, and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required, and give a true and fair view: i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31 December, 1999; and ii. in the case of the Profit and Loss Accounts, of the profit for the nine months period and quarter ended on that date. 3. We have also examined the attached Cash Flow Statements of the Company for the nine month period and quarter ended 31 December, 1999. The Statements have been prepared by the Company in accordance with the requirements of Clause 32 of the listing agreements entered into with the Stock Exchanges.
for Bharat S Raut & Co. Chartered Accountants Bangalore January 11, 2000 Ravi Ramu Partner

________________________________________________________________________________ 5 of 27

Balance Sheet as at ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------December 31 ------------------------------------1999 1998 --------------------------------------------------------------------------------------------------------SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share capital 33,06,95,500 16,01,73,500 33,0 Reserves and surplus 728,18,83,990 244,69,23,518 541,3 --------------------------------------------------------------------------------------------------------761,25,79,490 260,70,97,018 574,4

Balance Sheet as at ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------December 31 ------------------------------------1999 1998 --------------------------------------------------------------------------------------------------------SOURCES OF FUNDS SHAREHOLDERS' FUNDS Share capital 33,06,95,500 16,01,73,500 33,0 Reserves and surplus 728,18,83,990 244,69,23,518 541,3 --------------------------------------------------------------------------------------------------------761,25,79,490 260,70,97,018 574,4 ========================================================================================================= APPLICATION OF FUNDS FIXED ASSETS Gross block 232,93,48,993 150,19,23,526 168,9 Less : Depreciation 116,24,08,642 68,93,95,453 83,0 --------------------------------------------------------------------------------------------------------Net block 116,69,40,351 81,25,28,073 85,8 Add : Capital work-in-progress 56,23,06,951 15,12,52,880 14,8 --------------------------------------------------------------------------------------------------------172,92,47,302 96,37,80,953 100,7 INVESTMENTS 75,48,469 75,48,469 7 CURRENT ASSETS, LOANS AND ADVANCES Sundry debtors 138,35,95,210 89,93,12,816 84,5 Cash and bank balances 395,23,42,087 96,38,98,984 405,0 Loans and advances 178,21,08,869 47,43,24,156 68,3 --------------------------------------------------------------------------------------------------------711,80,46,166 233,75,35,956 557,9 Less: Current liabilities 57,84,73,154 46,11,36,190 42,8 Provisions 66,37,89,293 24,06,32,170 42,1 --------------------------------------------------------------------------------------------------------NET CURRENT ASSETS 587,57,83,719 163,57,67,596 472,9 --------------------------------------------------------------------------------------------------------761,25,79,490 260,70,97,018 574,4 =========================================================================================================

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS The Schedules referred to above and the notes thereon form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants
Ravi Ramu Partner N.R. Narayana Murthy Chairman and Chief Executive Officer Nandan M. Nilekani Managing Director, President and Chief Operating Officer Marti G. Subrahmanyam Director Place: Bangalore Date: January 11, 2000 K. Dinesh Director S.D. Shibulal Director Susim M. Datta Director

N.S. Raghavan Joint Managing Director T.V. Mohandas Pai Sr. Vice-President (F&A

6 of 27
Profit and Loss Account ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Quarter ended December 31 Nine months ended Decem -----------------------------------------------------------1999 1998 1999 --------------------------------------------------------------------------------------------------------INCOME

Profit and Loss Account ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------Quarter ended December 31 Nine months ended Decem -----------------------------------------------------------1999 1998 1999 --------------------------------------------------------------------------------------------------------INCOME Software development services and products - Overseas 224,40,92,531 137,82,71,833 598,10,25,956 352 - Domestic 2,00,37,227 1,61,76,460 6,87,97,826 4 Other income 7,11,00,819 72,25,046 30,48,32,499 2 --------------------------------------------------------------------------------------------------------233,52,30,577 140,16,73,339 635,46,56,281 359 ========================================================================================================= EXPENDITURE Software development expenses 117,78,46,621 66,46,78,959 320,04,95,341 188 Administration and other expenses 17,27,30,083 12,18,33,522 46,26,00,508 32 Provision for Contingencies 3,33,00,000 3,33,00,000 3 Provision towards e-inventing the Company 3,50,00,000 Provision for investment in subsidiary 3,52,95,674 7 --------------------------------------------------------------------------------------------------------135,05,76,704 85,51,08,155 373,13,95,849 230 Operating profit (PBIDT) 98,46,53,873 54,65,65,184 262,32,60,432 128 Interest Depreciation 14,47,99,080 9,12,45,179 34,52,40,998 21 Profit before tax 83,98,54,793 45,53,20,005 227,80,19,434 106 Provision for tax - earlier periods 6,00,000 2,57,00,000 23,00,000 4 - current period 10,14,00,000 5,22,00,000 27,47,00,000 12 Profit after tax from ordinary activities 73,78,54,793 37,74,20,005 200,10,19,434 89 Extraordinary income (net of tax) 2,34,54,103 2 Net profit 73,78,54,793 40,08,74,108 200,10,19,434 92 --------------------------------------------------------------------------------------------------------AMOUNT AVAILABLE FOR APPROPRIATION 73,78,54,793 40,08,74,108 200,10,19,434 92 --------------------------------------------------------------------------------------------------------Dividend - Interim 9,92,08,200 4 - Final - Dividend Tax 1,09,12,902 Amount transferred - capital reserve - general reserve Balance in Profit and Loss Account 73,78,54,793 40,08,74,108 189,08,98,332 87 --------------------------------------------------------------------------------------------------------73,78,54,793 40,08,74,108 200,10,19,434 92 =========================================================================================================

SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS The Schedules referred to above and the notes thereon form an integral part of the Profit and Loss Account. This is the Profit & Loss Account referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants
Ravi Ramu Partner N.R. Narayana Murthy Chairman and Chief Executive Officer Nandan M. Nilekani Managing Director, President and Chief Operating Officer Marti G. Subrahmanyam Director Place: Bangalore Date: January 11, 2000 K. Dinesh Director S.D. Shibulal Director Susim M. Datta Director

N.S. Raghavan Joint Managing Director T.V. Mohandas Pai Sr. Vice-President (F&A)

7 of 27

Schedules to the Profit and Loss Account
--------------------------------------------------------------------------------------------------------Quarter ended December 31 Nine months end ---------------------------------------------------------1999 1998 --------------------------------------------------------------------------------------------------------OTHER INCOME Interest received on deposits with banks and 6,87,87,893 69,09,057 others Tax deducted at source Rs. 1,01,56,924 (Rs. 9,04,710) Sale of special import licenses 72,35,156 Profit on sale of assets 4,06,879 Miscellaneous income 7,96,726 3,15,989 Exchange differences * (61,25,835) --------------------------------------------------------------------------------------------------------7,11,00,819 72,25,046 ========================================================================================================= *Exchange differences on translation of foreign currency deposit maintained abroad SOFTWARE DEVELOPMENT EXPENSES Salaries and bonus including overseas staff 81,15,35,725 38,84,96,572 2 expenses Staff welfare 1,20,75,533 75,27,821 Contribution to provident and other funds 3,83,57,945 3,29,45,875 Foreign tour and travel 20,19,68,835 17,02,42,715 Consumables 59,07,518 24,59,618 Cost of software packages for own use 4,42,89,192 1,91,84,159 for domestic software development 15,50,489 20,09,803 Provision for post-sales client support 22,79,710 34,55,084 Computer maintenance 1,46,47,267 55,75,358 Communication expenses 3,94,21,621 2,16,80,859 Consultancy charges 58,12,786 1,11,01,095 --------------------------------------------------------------------------------------------------------117,78,46,621 66,46,78,959 3 ========================================================================================================= ADMINISTRATION AND OTHER EXPENSES Rent 2,94,91,308 1,84,64,043 Legal and professional charges 2,12,23,219 1,16,19,478 Travelling and conveyance 2,12,19,985 98,22,877 Telephone charges 1,34,11,165 1,22,44,813 Power and fuel 1,24,49,207 63,42,281 Provision for bad and doubtful debts 25,07,614 (44,14,374) Office maintenance 1,50,73,562 56,80,833 Printing and stationery 59,54,552 28,85,245 Donations 80,00,000 69,86,000 Sundry marketing expenses 99,89,474 56,59,255 Other miscellaneous expenses 26,60,338 53,16,363 Advertisements (1,69,062) 31,98,633 Brand Building 47,97,411 Insurance charges 87,73,960 33,01,187 Postage and courier 33,70,815 18,39,321 Rates and taxes 19,31,644 11,28,444 Repairs to plant and machinery 21,39,787 25,27,848 Repairs to building 17,62,336 36,11,585 Commission Charges 15,94,215 2,43,713 Research Grants 37,50,000 2,34,00,000 Books and periodicals 13,34,638 5,07,660 Bank charges and commission 9,67,665 10,80,817 Auditor's remuneration - audit fees 4,46,250 3,50,000 - certification charges - other services - out-of-pocket expenses 50,000 37,500 Bad loans and advances written off --------------------------------------------------------------------------------------------------------17,27,30,083 12,18,33,522 ========================================================================================================= Year ended March 31 ------------1998 1999 ------------------------------------------------------------------------------------------------OTHER INCOME Interest received on deposits with banks and 1,92,19,735 3,67,00,927 others Tax deducted at source Rs. 1,01,56,924 (Rs.

Tax deducted at source Rs. 1,01,56,924 (Rs. 9,04,710) Sale of special import licenses Profit on sale of assets Miscellaneous income 14,02,634 17,70,906 Exchange differences * ------------------------------------------------------------------------------------------------2,06,22,369 3,84,71,833 ================================================================================================= *Exchange differences on translation of foreign currency deposit maintained abroad SOFTWARE DEVELOPMENT EXPENSES Salaries and bonus including overseas staff 108,16,78,208 151,56,56,923 expenses Staff welfare 2,15,69,875 3,06,17,200 Contribution to provident and other funds 7,93,10,336 11,42,90,209 Foreign tour and travel 41,69,80,391 58,11,20,975 Consumables 52,23,483 1,06,44,207 Cost of software packages for own use 12,17,18,189 14,86,91,737 for domestic software development 60,26,671 1,78,19,890 Provision for post-sales client support 2,26,64,868 2,19,18,587 Computer maintenance 2,41,96,902 3,29,08,467 Communication expenses 6,95,79,151 9,59,08,515 Consultancy charges 3,32,22,984 4,55,97,342 ------------------------------------------------------------------------------------------------188,21,71,058 261,51,74,052 ================================================================================================= ADMINISTRATION AND OTHER EXPENSES Rent 5,40,88,667 7,44,54,587 Legal and professional charges 3,51,57,262 5,37,56,388 Travelling and conveyance 2,85,48,258 4,15,37,200 Telephone charges 3,89,60,752 5,15,34,846 Power and fuel 1,81,49,488 2,73,37,769 Provision for bad and doubtful debts (13,06,919) Office maintenance 2,02,62,136 2,95,44,190 Printing and stationery 1,11,92,404 1,76,34,923 Donations 1,10,07,335 1,49,82,357 Sundry marketing expenses 1,20,37,107 1,92,56,725 Other miscellaneous expenses 1,56,13,109 1,80,79,939 Advertisements 58,88,486 76,84,502 Brand Building Insurance charges 90,48,428 1,28,78,968 Postage and courier 54,37,428 79,15,959 Rates and taxes 79,13,000 1,16,79,290 Repairs to plant and machinery 67,37,563 86,47,678 Repairs to building 81,40,482 1,08,24,460 Commission Charges 7,40,413 7,40,413 Research Grants 2,34,00,000 3,09,00,000 Books and periodicals 45,79,373 76,72,725 Bank charges and commission 29,59,631 38,95,031 Auditor's remuneration - audit fees 10,50,000 14,35,000 - certification charges 2,00,000 - other services 8,00,000 - out-of-pocket expenses 1,12,500 1,50,000 Bad loans and advances written off 52,94,106 ------------------------------------------------------------------------------------------------32,10,23,822 45,75,30,137 =================================================================================================

8 of 27 Statement of Cash Flows in Rs.
Quarter ended December 31, Nine Months end -------------------------------------------------1999 1998 --------------------------------------------------------------------------------------------------------CASH FLOWS FROM OPERATIONS Profit before tax 83,98,54,793 45,53,20,005 Other Income (6,30,68,937) (69,21,567) Increase (decrease) in provision for contingencies (1,05,17,012) -

Statement of Cash Flows in Rs.
Quarter ended December 31, Nine Months end -------------------------------------------------1999 1998 --------------------------------------------------------------------------------------------------------CASH FLOWS FROM OPERATIONS Profit before tax 83,98,54,793 45,53,20,005 Other Income (6,30,68,937) (69,21,567) Increase (decrease) in provision for contingencies (1,05,17,012) Increase (decrease) in provision for e-inventing the (2,08,21,326) Company Provision for investment in subsidiary 3,52,95,674 Depreciation, depletion and amortization 14,47,99,080 9,12,45,179 Decrease (increase) in sundry debtors (4,88,85,406) (30,91,78,176) Decrease (increase) in loans and advances (9,21,43,936) (4,15,34,593) Increase (decrease) in current liabilities and (70,61,317) 29,81,47,641 provisions Income taxes paid (11,69,30,617) (1,32,51,866) --------------------------------------------------------------------------------------------------------Net cash from operations 62,52,25,322 50,91,22,297 --------------------------------------------------------------------------------------------------------CASH FLOWS FROM FINANCING Proceeds from issue of American Depositary Shares Expenses relating to issue of American Depositary (21,00,000) Shares Dividends paid (including dividend tax) (11,01,21,102) (4,40,47,300) --------------------------------------------------------------------------------------------------------Net cash used for financing (11,22,21,102) (4,40,47,300) --------------------------------------------------------------------------------------------------------CASH FLOWS FROM INVESTING Income from investments 6,87,87,893 69,21,567 Proceeds of sale of investments (net of tax) 6,06,20,029 Proceeds of sale of fixed assets 4,06,879 Purchase of fixed assets (46,98,20,540) (19,75,39,275) Other long-term investments (75,38,109) --------------------------------------------------------------------------------------------------------Net cash used for investing (40,06,25,768) (13,75,35,788) --------------------------------------------------------------------------------------------------------Effect of exchange differences on translation of (61,25,835) foreign currency deposit maintained abroad Total increase (decrease) in cash and cash equivalents 11,23,78,452 32,75,39,209 during the period CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE 453,80,33,967 63,63,59,775 PERIOD --------------------------------------------------------------------------------------------------------CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 464,42,86,584 96,38,98,984 ========================================================================================================= Nine Months Ended December 31, Year ended -----------------------------March 31, 19 1998 --------------------------------------------------------------------------------------------------------CASH FLOWS FROM OPERATIONS Profit before tax 106,85,17,296 155,85,53,5 Other Income (1,92,78,534) (3,67,00,9 Increase (decrease) in provision for contingencies 6,66,00,0 Increase (decrease) in provision for e-inventing the Company Provision for investment in subsidiary 7,05,95,674 7,05,95,6 Depreciation, depletion and amortization 21,46,81,271 35,89,30,0 Decrease (increase) in sundry debtors (50,04,64,149) (44,63,39,7 Decrease (increase) in loans and advances (14,57,43,306) (15,32,76,2 Increase (decrease) in current liabilities and 40,50,64,204 33,82,24,2 provisions Income taxes paid (8,22,91,668) (16,79,23,1 --------------------------------------------------------------------------------------------------------Net cash from operations 101,10,80,788 158,86,63,4 --------------------------------------------------------------------------------------------------------CASH FLOWS FROM FINANCING Proceeds from issue of American Depositary Shares 296,86,28,4 Expenses relating to issue of American Depositary (17,33,14,4 Shares Dividends paid (including dividend tax) (10,20,36,824) (10,20,36,8 --------------------------------------------------------------------------------------------------------Net cash used for financing (10,20,36,824) 269,32,77,1 ---------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING Income from investments 1,92,78,534 3,67,00,9 Proceeds of sale of investments (net of tax) 6,06,20,029 6,06,20,0 Proceeds of sale of fixed assets 2,39,716 2,39,7 Purchase of fixed assets (52,91,64,859) (71,67,91,9 Other long-term investments (75,38,109) (75,38,1 --------------------------------------------------------------------------------------------------------Net cash used for investing (45,65,64,689) (62,67,69,3 --------------------------------------------------------------------------------------------------------Effect of exchange differences on translation of foreign currency deposit maintained abroad Total increase (decrease) in cash and cash equivalents 45,24,79,275 365,51,71,2 during the period CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE 51,14,19,709 51,14,19,7 PERIOD --------------------------------------------------------------------------------------------------------CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD 96,38,98,984 416,65,90,9 =========================================================================================================

These are the Cash Flow Statements referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants
Ravi Ramu Partner N.R. Narayana Murthy Chairman and Chief Executive Officer Nandan M. Nilekani Managing Director President and Chief Operating Officer Marti G. Subrabmanyam Director Place: Bangalore Date: January 11, 2000 K. Dinesh Director S.D. Shibulal Director Susim M. Datta Director

N.S. Raghavan Joint Managing Director T.V. Mohandas Pai Sr. Vice-President (F&A

9 of 27 Reconciliation of Balance Sheet items with cash flow items in Rs.
Quarter ended December 31, Nine months ended Dec

------------------------------------------------------1999 1998 1999 --------------------------------------------------------------------------------------------------------1. Loans and advances As per Balance sheet 178,21,08,869 47,43,24,156 178,21,08,869 47,4 Less: Deposits with financial (69,19,44,497) (69,19,44,497) institutions/body corporate, included in cash equivalents Advance income taxes considered (44,42,14,197) (10,54,48,717) (44,42,14,197) (10,5 separately --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow 64,59,50,175 36,88,75,439 64,59,50,175 36,8 statement --------------------------------------------------------------------------------------------------------2. Additions to fixed assets As per Balance sheet 32,04,12,874 16,89,29,222 65,39,65,870 45,1 Add: Closing capital work-in-progress 56,23,06,951 15,12,52,880 56,23,06,951 15,1 Less: Opening capital work-in-progress (41,28,99,285) (12,26,42,827) (14,88,35,800) (7,3 --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow statement 46,98,20,540 19,75,39,275 106,74,37,021 52,9 --------------------------------------------------------------------------------------------------------3. Cash and cash equivalents As per Balance sheet Add: Deposits with financial institutions/body corporate (as per 1 above) 395,23,42,087 69,19,44,497 96,38,98,984 395,23,42,087 69,19,44,497 96,3

Reconciliation of Balance Sheet items with cash flow items in Rs.
Quarter ended December 31, Nine months ended Dec

------------------------------------------------------1999 1998 1999 --------------------------------------------------------------------------------------------------------1. Loans and advances As per Balance sheet 178,21,08,869 47,43,24,156 178,21,08,869 47,4 Less: Deposits with financial (69,19,44,497) (69,19,44,497) institutions/body corporate, included in cash equivalents Advance income taxes considered (44,42,14,197) (10,54,48,717) (44,42,14,197) (10,5 separately --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow 64,59,50,175 36,88,75,439 64,59,50,175 36,8 statement --------------------------------------------------------------------------------------------------------2. Additions to fixed assets As per Balance sheet 32,04,12,874 16,89,29,222 65,39,65,870 45,1 Add: Closing capital work-in-progress 56,23,06,951 15,12,52,880 56,23,06,951 15,1 Less: Opening capital work-in-progress (41,28,99,285) (12,26,42,827) (14,88,35,800) (7,3 --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow statement 46,98,20,540 19,75,39,275 106,74,37,021 52,9 --------------------------------------------------------------------------------------------------------3. Cash and cash equivalents As per Balance sheet 395,23,42,087 96,38,98,984 395,23,42,087 96,3 Add: Deposits with financial 69,19,44,497 69,19,44,497 institutions/body corporate (as per 1 above) --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow statement 464,42,86,584 96,38,98,984 464,42,86,584 96,3 --------------------------------------------------------------------------------------------------------4. Income taxes paid As per Profit and Loss account 10,20,00,000 7,79,00,000 27,70,00,000 17,0 Add: Decrease(increase) in balance in (10,14,38,084) (8,07,00,000) (27,47,65,877) (9,7 provision for taxes account Increase(decrease) in balance in 11,63,68,701 1,60,51,866 25,31,33,975 9 advance income tax account --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow statement 11,69,30,617 1,32,51,866 25,53,68,098 8,2 --------------------------------------------------------------------------------------------------------5. Other income As per Profit and Loss account 7,11,00,819 72,25,046 30,48,32,499 2,0 Less: Income from operating activities (80,31,882) (3,03,479) (2,25,18,747) (1 --------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow statement 6,30,68,937 69,21,567 28,23,13,752 1,9 --------------------------------------------------------------------------------------------------------6. Current liabilities and provisions As per Balance sheet 124,22,62,447 70,17,68,360 124,22,62,447 70,1 Less: Provision for taxation considered (50,61,23,365) (17,23,57,487) (50,61,23,365) (17,2 separately Provision for dividend considered separately Provision for dividend tax considered separately Provision for contingencies (8,93,82,988) (8,93,82,988) Provision for e-inventing the (1,41,78,674) (1,41,78,674) Company -------------------------------------------------------------------------------------------------------Balance considered for preparing the cash flow statement 63,25,77,420 52,94,10,873 63,25,77,420 52,9 --------------------------------------------------------------------------------------------------------

These are the Cash Flow Statements

referred to in our report of even date. for Bharat S Raut & Co. Chartered Accountants
Ravi Ramu Partner N.R. Narayana Murthy Chairman and Chief Executive Officer Nandan M. Nilekani Managing Director, President and Chief Operating Officer Marti G. Subrahmanyam Director Place: Bangalore Date: January 11, 2000 K. Dinesh Director S.D. Shibulal Director Susim M. Datta Director

N.S. Raghavan Joint Managing Director T.V. Mohandas Pai Sr. Vice-President (F&A

10 of 27 Significant accounting policies 1 Basis for preparation of financial statements The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles (GAAP), the accounting standards issued by the Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956, as adopted consistently by the Company. All income and expenditure having a material bearing on the financial statements are recognized on accrual basis. The preparation of the financial statements in conformity with GAAP requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Examples of such estimates include estimates of expected contract costs to be incurred to complete software development, provision for doubtful debts, future obligations under employee retirement benefit plans and the useful lives of fixed assets. Actual results could differ from those estimates. 2 Revenue recognition Revenue from software development on a time-and-material basis is recognized based on software developed and billed to clients as per the terms of specific contracts. In the case of fixed-price contracts, revenue is recognized based on the milestones achieved as specified in the contracts, on the percentage of completion basis. Revenue from the sale of software products is recognized when the sale has been completed with the passing of title. Revenues from Annual Technical Services (ATS) is recognized on a pro rata basis over the period in which such services are rendered. Interest on deployment of surplus funds is recognized using the time-proportion method, based on interest rates implicit in the transaction. Dividend income is recognized when the right to receive dividend is established. Revenue from the sale of Special Import Licences is recognized when the licences are actually sold. 3 Expenditure Expenses are accounted on accrual basis and provisions are made for all known losses and liabilities. Provisions are made for future unforeseeable factors which may affect the ultimate profit on fixed-price software development contracts. The cost of software purchased for use in software development and services is charged to revenue in the same year. The leave encashment liability of the Company is provided on the basis of actuarial valuation. Provisions are made towards likely expenses on providing post- sales client support for fixed-price contracts. 4 Fixed assets Fixed assets are stated at the cost of acquisition, less accumulated depreciation. Direct costs are capitalized till the assets are ready to be put to use. These costs include financing costs relating to specific borrowing(s) attributable to fixed assets.

Significant accounting policies 1 Basis for preparation of financial statements The financial statements are prepared under the historical cost convention, in accordance with Indian Generally Accepted Accounting Principles (GAAP), the accounting standards issued by the Institute of Chartered Accountants of India and the provisions of the Companies Act, 1956, as adopted consistently by the Company. All income and expenditure having a material bearing on the financial statements are recognized on accrual basis. The preparation of the financial statements in conformity with GAAP requires that the management makes estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Examples of such estimates include estimates of expected contract costs to be incurred to complete software development, provision for doubtful debts, future obligations under employee retirement benefit plans and the useful lives of fixed assets. Actual results could differ from those estimates. 2 Revenue recognition Revenue from software development on a time-and-material basis is recognized based on software developed and billed to clients as per the terms of specific contracts. In the case of fixed-price contracts, revenue is recognized based on the milestones achieved as specified in the contracts, on the percentage of completion basis. Revenue from the sale of software products is recognized when the sale has been completed with the passing of title. Revenues from Annual Technical Services (ATS) is recognized on a pro rata basis over the period in which such services are rendered. Interest on deployment of surplus funds is recognized using the time-proportion method, based on interest rates implicit in the transaction. Dividend income is recognized when the right to receive dividend is established. Revenue from the sale of Special Import Licences is recognized when the licences are actually sold. 3 Expenditure Expenses are accounted on accrual basis and provisions are made for all known losses and liabilities. Provisions are made for future unforeseeable factors which may affect the ultimate profit on fixed-price software development contracts. The cost of software purchased for use in software development and services is charged to revenue in the same year. The leave encashment liability of the Company is provided on the basis of actuarial valuation. Provisions are made towards likely expenses on providing post- sales client support for fixed-price contracts. 4 Fixed assets Fixed assets are stated at the cost of acquisition, less accumulated depreciation. Direct costs are capitalized till the assets are ready to be put to use. These costs include financing costs relating to specific borrowing(s) attributable to fixed assets. 5 Capital work-in-progress Advances paid towards the acquisition of fixed assets, and the cost of assets not put to use before the periodend, are disclosed under capital work-in-progress. 6 Depreciation Depreciation on fixed assets is provided using the straight-line method, based on useful lives as estimated by the management. Depreciation is charged on a pro rata basis for assets purchased / sold during the period. Individual assets costing less than Rs. 5,000 are depreciated in full in the year of purchase. The management's estimate of useful lives for the various fixed assets is given below.
Building Plant and machinery Computer equipment Furniture and fixtures 15 years 5 years 2-5 years 5 years

Vehicles 7 7.1 Retirement benefits to employees Gratuity

5 years

In accordance with Indian law, Company provides for gratuity, a defined benefit retirement plan covering all employees. The plan provides a lump sum payment to vested employees at retirement, death or termination of employment, based on the respective employee's salary, and the years of employment with the Company. The Company has established the Infosys Technologies Limited Employees' Group Gratuity Fund Trust (the Trust). Liabilities with regard to the gratuity plan are determined by actuarial valuation, based upon which, the Company makes contributions to the Trust. Trustees administer the contributions made to the Trust. The funds contributed to the Trust are invested in specific designated securities as mandated by law and generally comprises central and state government bonds, and debt instruments of government-owned corporations. 7.2 Superannuation Apart from being covered under the gratuity plan described above, the senior officers of the Company are also participants of a defined contribution benefit plan. The plan is termed the superannuation plan to which the Company makes monthly contributions, based on a 11 of 27

specified percentage of each covered employee's salary. The Company has no further obligations under the plan beyond its monthly contributions. 7.3 Provident fund In addition to the above benefits, all employees receive benefits from a provident fund which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan equal to 12% of the covered employee's salary. The Company has established a Provident Fund Trust to which a part of the contributions are made each month. The remainder of the contributions are made to the Government's provident fund. The Company has no further obligations under the plan beyond its monthly contributions. 8 Research and development Capital and revenue expenditure incurred on research and development is charged off to revenue in the same year in which such expenditure is incurred. 9 Foreign currency transactions Sales made to clients outside India and realizations deposited into foreign currency bank accounts are accounted for on the basis of the exchange rate as on the date of the transaction. Adjustments are made for any variations in the sale proceeds on conversion into Indian currency upon actual receipt. Expenditure in foreign currency is accounted at the exchange rate prevalent when such expenditure is incurred. Disbursements made out of foreign currency bank accounts are reported at a rate that approximates the actual monthly rate. Fixed assets purchased at overseas offices are accounted for on the basis of the actual cost incurred at the exchange rate prevalent at the time of purchase. Depreciation is charged as per Company policy. Exchange differences arising on foreign currency transactions are recognized as income or expense in the period in which they arise. Current assets and current liabilities denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is accounted for in the profit and loss account. In the case of forward contracts, the difference between the forward rate and the exchange rate on the date of the transaction is recognized as income or expense over the life of the contract.

specified percentage of each covered employee's salary. The Company has no further obligations under the plan beyond its monthly contributions. 7.3 Provident fund In addition to the above benefits, all employees receive benefits from a provident fund which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan equal to 12% of the covered employee's salary. The Company has established a Provident Fund Trust to which a part of the contributions are made each month. The remainder of the contributions are made to the Government's provident fund. The Company has no further obligations under the plan beyond its monthly contributions. 8 Research and development Capital and revenue expenditure incurred on research and development is charged off to revenue in the same year in which such expenditure is incurred. 9 Foreign currency transactions Sales made to clients outside India and realizations deposited into foreign currency bank accounts are accounted for on the basis of the exchange rate as on the date of the transaction. Adjustments are made for any variations in the sale proceeds on conversion into Indian currency upon actual receipt. Expenditure in foreign currency is accounted at the exchange rate prevalent when such expenditure is incurred. Disbursements made out of foreign currency bank accounts are reported at a rate that approximates the actual monthly rate. Fixed assets purchased at overseas offices are accounted for on the basis of the actual cost incurred at the exchange rate prevalent at the time of purchase. Depreciation is charged as per Company policy. Exchange differences arising on foreign currency transactions are recognized as income or expense in the period in which they arise. Current assets and current liabilities denominated in foreign currency are translated at the exchange rate prevalent at the date of the balance sheet. The resulting difference is accounted for in the profit and loss account. In the case of forward contracts, the difference between the forward rate and the exchange rate on the date of the transaction is recognized as income or expense over the life of the contract. 10 Investments Investments are classified into current investments and long-term investments. Current investments are carried at the lower of the cost and the fair value, and provision is made to recognize any decline in the carrying value. Long-term investments are carried at cost, and provision is made to recognize any decline, other than temporary, in the value of such investment. Overseas investments are carried at their original rupee cost less provision as described above. 11 Investment in subsidiary The investment in the subsidiary is accounted on the cost method, whereby, the Company recognizes only dividends received from the subsidiary as income. In case of losses made by the subsidiary, other than temporary, adequate provision is made to recognize any decline in the value of the investment. 12 Income tax Provision is made for income tax on an annual basis, under the tax-payable method, based on the tax liability as computed after taking credit for allowances and exemptions. In case of matters under appeal, due to disallowances or otherwise, full provision is made when the said liabilities are accepted by the Company. 12 of 27 Notes on accounts

Notes on accounts The previous period's figures have been recast / restated, wherever necessary, to conform to the current period's classification. 1. Contingent liabilities a. The estimated amount of contracts remaining to be executed on capital account, and not provided for (net of advance) is Rs. 69,54,19,558 as at December 31, 1999. The amount of such contracts as at December 31, 1998 was Rs. 26,76,79,915. b. The company has outstanding counter guarantees of Rs. 1,58,84,263 as at December 31, 1999, to various banks, in respect of guarantees given by the said banks in favour of various government authorities. The counter guarantees outstanding, as atDecember 31, 1998 was Rs. 2,33,40,263. c. Claims against the company, not acknowledged as debts, amounted to Rs. 17,91,814 as at December 31, 1999. Such claims as at December 31, 1998 was Rs. 17,91,814. d. The Company has issued letters of credit outstanding to various vendors amounting to Rs. Nil as at December 31, 1999. The corresponding figure as at December 31, 1998 was Rs. 6,59,000 2. Quantitative details The company is engaged in the development and maintenance of computer software. The production and sale of such software cannot be expressed in any generic unit. Hence, it is not possible to give the quantitative details of sales and certain information as required under paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act, 1956. 3. Managerial remuneration paid to the chairman, managing director and whole- time directors
--------------------------------------------------------------------------------------------------------Three months ended Nine December 31, Dec ---------------------------------------1999 1998 1 --------------------------------------------------------------------------------------------------------Salary 9,73,800 9,73,800 29,21, Contribution to provident and other funds 3,09,780 3,09,780 9,29, Perquisites 11,19,870 8,68,811 26,98,

4. Managerial remuneration paid to non-whole-time directors
--------------------------------------------------------------------------------------------------------Three months ended Nine December 31, Dec ---------------------------------------1999 1998 1 --------------------------------------------------------------------------------------------------------Sitting fees 34,000 18,000 78, Reimbursement of expenses 4,45,123 2,43,343 9,01,

5. Imports on CIF basis
--------------------------------------------------------------------------------------------------------Three months ended Nine December 31, Dec ---------------------------------------1999 1998 1 --------------------------------------------------------------------------------------------------------Capital goods 7,31,57,517 8,14,20,026 22,70,52,

Capital goods Software packages

7,31,57,517 20,60,167

8,14,20,026 -

22,70,52, 2,28,66,

6. Expenditure in foreign currency
--------------------------------------------------------------------------------------------------------Three months ended Nine December 31, Dec ---------------------------------------1999 1998 1 --------------------------------------------------------------------------------------------------------Travel expenses 18,62,06,010 13,76,54,956 49,97,76, Professional charges 80,48,926 38,07,487 2,01,25, Other expenditure incurred overseas for software development 62,24,10,619 24,52,71,643 154,40,25,

13 of 27

7. Earnings in foreign exchange
--------------------------------------------------------------------------------------------------------Three months ended Nine m December 31, Dece ----------------------------------------1999 1998 19 --------------------------------------------------------------------------------------------------------Income from software development charges and products on a 216,85,95,849 107,14,80,666 565,67,38,8 receipt basis Interest received on deposits with banks 4,63,87,145 37,32,109 13,19,57,5

8. Depreciation on assets costing less than Rs. 5,000 each The Company charged depreciation at one hundred percent in respect of assets costing less than Rs. 5,000 each, amounting to Rs. 4,22,62,848 and Rs. 6,49,71,753 for the three months period ended December 31, 1999 and nine months period ended December, 1999 respectively. The corresponding figure for the previous period amounted to Rs. 3,90,98,888 and Rs. 9,15,81,384 respectively. 9. Depreciation With effect from October 1, 1998, the Company revised the estimates of useful lives of buildings (software centers and others) from 28 years / 58 years to 15 years. Due to this change, depreciation for the three months period ended December 31,1999 and nine months period ended December 31, 1999 is higher by Rs. 59,22,474 and Rs. 1,67,99,035. As a result, the profit for the three months period ended December 31, 1999 and nine months period ended December 31,1999 is lower by Rs. 59,22,474 and Rs. 1,67,99,035 on a comparative basis. 10. Exchange differences The Company has earned net realized and unrealized exchange gains of Rs. 4.98 crore and Rs. 8.88 crore for the three months period ended December 31, 1999 and December 31, 1998 respectively and Rs. 23.61 crore and Rs. 22.37 crore for the nine months period ended December 31, 1999 and December 31, 1998 respectively. This includes Rs. (0.61) crore (previous period Rs. nil) and Rs. 9.16 crore (previous period Rs. nil) for the three months and nine months period ended December 31, 1999 respectively arising from exchange differences on translation of foreign currency deposits maintained abroad, disclosed separately under "Other income" in the financial statements. The balance of Rs. 5.59 crore and Rs. 8.88 crore, for the three months period ended December 31, 1999 and December 31, 1998 and Rs. 14.45 crore and Rs. 22.37 crore for the nine months period ended December 31, 1999 and December 31, 1998 respectively, and is included under "Income from software development services and products-overseas".

7. Earnings in foreign exchange
--------------------------------------------------------------------------------------------------------Three months ended Nine m December 31, Dece ----------------------------------------1999 1998 19 --------------------------------------------------------------------------------------------------------Income from software development charges and products on a 216,85,95,849 107,14,80,666 565,67,38,8 receipt basis Interest received on deposits with banks 4,63,87,145 37,32,109 13,19,57,5

8. Depreciation on assets costing less than Rs. 5,000 each The Company charged depreciation at one hundred percent in respect of assets costing less than Rs. 5,000 each, amounting to Rs. 4,22,62,848 and Rs. 6,49,71,753 for the three months period ended December 31, 1999 and nine months period ended December, 1999 respectively. The corresponding figure for the previous period amounted to Rs. 3,90,98,888 and Rs. 9,15,81,384 respectively. 9. Depreciation With effect from October 1, 1998, the Company revised the estimates of useful lives of buildings (software centers and others) from 28 years / 58 years to 15 years. Due to this change, depreciation for the three months period ended December 31,1999 and nine months period ended December 31, 1999 is higher by Rs. 59,22,474 and Rs. 1,67,99,035. As a result, the profit for the three months period ended December 31, 1999 and nine months period ended December 31,1999 is lower by Rs. 59,22,474 and Rs. 1,67,99,035 on a comparative basis. 10. Exchange differences The Company has earned net realized and unrealized exchange gains of Rs. 4.98 crore and Rs. 8.88 crore for the three months period ended December 31, 1999 and December 31, 1998 respectively and Rs. 23.61 crore and Rs. 22.37 crore for the nine months period ended December 31, 1999 and December 31, 1998 respectively. This includes Rs. (0.61) crore (previous period Rs. nil) and Rs. 9.16 crore (previous period Rs. nil) for the three months and nine months period ended December 31, 1999 respectively arising from exchange differences on translation of foreign currency deposits maintained abroad, disclosed separately under "Other income" in the financial statements. The balance of Rs. 5.59 crore and Rs. 8.88 crore, for the three months period ended December 31, 1999 and December 31, 1998 and Rs. 14.45 crore and Rs. 22.37 crore for the nine months period ended December 31, 1999 and December 31, 1998 respectively, and is included under "Income from software development services and products-overseas". 11 Research and development expenditure Research and development expenses charged to the Profit and Loss Account on both capital and revenue accounts for the three month period ended December 31, 1999 and nine month period ended December 31, 1999 amounted to Rs. 2,27,65,340 and Rs. 6,16,17,330 respectively (previous period - Rs. 4,12,33,470 and Rs. 7,31,28,970 respectively). This includes Rs. nil being the depreciation charged at 100% in respect of R & D assets acquired during three month period ended December 31, 1999 and nine month period ended December 31, 1999 (previous period - Rs. 30,30,000 and Rs. 32,33,250). 12 Investment in subsidiary During the quarter ended December 31, 1998, the Company made a provision for Rs. 3,52,95,674 on its investment in Yantra Corporation, a subsidiary company. The corresponding figure for the current quarter is nil. 13 Provision for contingencies The Company had instituted a contingency plan effective October 1, 1998 to meet any possible disruption in

client support due to the Year 2000 impact on the technology and communication infrastructure provided to the Company by its vendors. The contingency plan called for the creation of a total provision of Rs. 20.00 crore based on an initial estimate. This provision was required to be made over six quarters starting October 1998. Accordingly, the Company had made a total provision of Rs. 9.99 crore upto the quarter ended June 30, 1999 (including Rs. 3.33 crore for the quarter ended June 30, 1999). The Company had been led to believe that all its telecommunication service providers were Year 2000 ready and therefore did not expect significant disruption of these facilities. During second quarter, the Company made an appraisal and re-estimated the provision required for meeting such contingencies over the next two quarters and was of the opinion that the provision already made was adequate for the purpose and hence no further provision was required. During the quarter, Rs. 1.05 crore was spent towards support during the Year 2000 transition and the same was set-off against the provision made earlier. After such set-off, a balance of Rs. 8.94 crore remains as provision for contingency as on December 31, 1999. 14 of 27

14. Provision for e-inventing the Company During the quarter ended September 30, 1999, the company had announced that it may be required to incur business restructuring costs for creating knowledge infrastructure, acquiring people with technical skills in the ecommerce area and for e-inventing the company. This was a result of the rapid shift in the business towards ecommerce related work. Accordingly, the company made a provision of Rs. 3.50 crore during the quarter ended September 30, 1999. During this quarter, the company made an appraisal of the restructuring and is of the opinion that the existing provision is adequate for the purpose. Therefore, no further provision has been made. During the quarter, an amount of Rs. 2.08 crore was incurred towards e- inventing the company and was set-off against the provision made earlier. After this set-off, a balance of Rs. 1.42 crore remains as provision for einventing the company as on December 31, 1999. 15 Unearned revenue Unearned revenue as of December 31, 1999 of Rs. 23,11,41,772(Previous period Rs. 22,64,60,140) consists primarily of client billings on fixed- price, fixed-time-frame contracts for which related costs are not yet incurred. 16 Dues to Small-Scale Industrial undertakings As of December 31, 1999, the Company had no outstanding dues to small-scale industrial undertakings. 17 Balance of unutilized money raised by issue of ADSs During the year ended March 31, 1999, the Company made an Initial Public Offering (IPO) of American Depositary Shares (ADSs) amounting to Rs. 296.86 crore (equivalent to US$ 70,380,000). The ADSs are listed on the NASDAQ National Market in the United States (US). The unutilized monies out of the issue, after meeting issue expenses, and including interest earned on such monies amounted to Rs. 238.45 crore (equivalent to US$ 54,828,514) and Rs. 65.62 crore (equivalent to US$ 15,089,828)is included under "Deposit accounts in foreign currency with Scheduled Banks" and " Deposits accounts in foreign currency with non-Scheduled Banks" in the financial statements respectively. 18 ADS issue expenses During the nine month period ended December 31, 1999, the company received additional bills for costs incurred during the ADS issue. The details of such expenses are given under:
in Rs. --------------------------------------------------------------------------Legal and accounting fees 1,49,26,437 --------------------------------------------------------------------------Printing charges 77,03,653 ---------------------------------------------------------------------------

14. Provision for e-inventing the Company During the quarter ended September 30, 1999, the company had announced that it may be required to incur business restructuring costs for creating knowledge infrastructure, acquiring people with technical skills in the ecommerce area and for e-inventing the company. This was a result of the rapid shift in the business towards ecommerce related work. Accordingly, the company made a provision of Rs. 3.50 crore during the quarter ended September 30, 1999. During this quarter, the company made an appraisal of the restructuring and is of the opinion that the existing provision is adequate for the purpose. Therefore, no further provision has been made. During the quarter, an amount of Rs. 2.08 crore was incurred towards e- inventing the company and was set-off against the provision made earlier. After this set-off, a balance of Rs. 1.42 crore remains as provision for einventing the company as on December 31, 1999. 15 Unearned revenue Unearned revenue as of December 31, 1999 of Rs. 23,11,41,772(Previous period Rs. 22,64,60,140) consists primarily of client billings on fixed- price, fixed-time-frame contracts for which related costs are not yet incurred. 16 Dues to Small-Scale Industrial undertakings As of December 31, 1999, the Company had no outstanding dues to small-scale industrial undertakings. 17 Balance of unutilized money raised by issue of ADSs During the year ended March 31, 1999, the Company made an Initial Public Offering (IPO) of American Depositary Shares (ADSs) amounting to Rs. 296.86 crore (equivalent to US$ 70,380,000). The ADSs are listed on the NASDAQ National Market in the United States (US). The unutilized monies out of the issue, after meeting issue expenses, and including interest earned on such monies amounted to Rs. 238.45 crore (equivalent to US$ 54,828,514) and Rs. 65.62 crore (equivalent to US$ 15,089,828)is included under "Deposit accounts in foreign currency with Scheduled Banks" and " Deposits accounts in foreign currency with non-Scheduled Banks" in the financial statements respectively. 18 ADS issue expenses During the nine month period ended December 31, 1999, the company received additional bills for costs incurred during the ADS issue. The details of such expenses are given under:
in Rs. --------------------------------------------------------------------------Legal and accounting fees 1,49,26,437 --------------------------------------------------------------------------Printing charges 77,03,653 --------------------------------------------------------------------------TOTAL 2,26,30,090 --------------------------------------------------------------------------19 Stock options

The Company currently has two stock option plans. These are summarized below. 1998 Stock Option plan(the 1998 plan) The Company's 1998 Plan provides for the grant of non-statutory stock options and incentive stock options to employees of the Company. The establishment of the 1998 Plan was approved by the Board of Directors in December 1997 and by the shareholders in January 1998. The Government of India approved the 1998 Plan, subject to a limit of US$ 50 million on the aggregate value of equity shares reserved under the 1998 Plan. Accordingly, the number of equity shares reserved under the 1998 Plan may be reduced by the Board of Directors from time to time to comply with this limit of US$ 50 million. A total of 8,00,000 equity shares corresponding to 16,00,000 ADSs (the Ministry of Finance, Government of India has allowed the Company to

issue a maximum of 1.47 million ADSs under the plan) are currently reserved for issuance pursuant to the 1998 Plan. These options may be issued at an exercise price that is not less than 90% of the fair market value of the underlying equity share on the date of the grant. The 1998 Plan will terminate in January 2008, unless terminated earlier. All options under the 1998 Plan are exercisable for ADSs representing equity shares. A committee of the Board of Directors administers the 1998 Plan. Options to acquire an aggregate of 2,13,000 ADSs corresponding to 1,06,500 equity shares were granted to employees concurrent with the Company's IPO in the US at an exercise price equal to the IPO issue price. Of these, options to acquire 3,500 ADSs corresponding to 1,750 equity shares were forfeited and returned to the Option pool due to the separation of the optionees from the Company. Options to acquire 1,16,000 ADSs corresponding to 58,000 equity shares were granted to the employees of the Company at an exercise price of $179 on November 10, 1999. 1999 Stock Option Plan (the 1999 Plan) In fiscal 2000, the Company instituted the 1999 Plan. The 1999 Plan was approved by the share holders and the Board of Directors in June 1999. The 1999 Plan provides for the issue of 33,00,000 equity shares to the employees. The 1999 Plan is administered by a Compensation Committee comprising a maximum of seven members, the majority of whom are independent directors on the Board of Directors. Under the 1999 Plan, options will be issued to employees at an exercise price which shall not be less than the Fair Market Value. Fair Market Value means the closing price of the Company's shares in the stock exchange where there is the highest trading 15 of 27

volume on a given date and if the shares are not traded on that day, the closing price on the next trading day. Under the 1999 Plan, options may also be issued to employees at exercise prices that are less than FMV only if specifically approved by the members of the Company in a general meeting. As of December 31, 1999, 4,76,600 options have been issued to employees under the 1999 Plan. As of the date of this report, options to acquire 1,100 equity shares were forfeited and returned to the option pool due to the separation of the optionees of the company. 20 Employee Stock Offer Plan (ESOP) The Securities and Exchange Board of India (SEBI) recently issued the (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which is effective for all stock option schemes established after June 19, 1999. In accordance with these guidelines, the excess of the market price of the underlying equity shares as of the date of the grant of the options over the exercise price of the options, including up-front payments, if any is to be recognized and amortized on a straight line basis over the vesting period. The Companies 1994 stock offer plan was established prior to the SEBI guidelines on stock options. Had the stock compensation costs for this stock option plan been determined as per the guidelines issued by SEBI, the Company's reported net profit would have been reduced to the proforma amounts indicated below.
--------------------------------------------------------------------------------------------------------Three months ended Nine m December 31, Dece ----------------------------------------1999 1998 19 --------------------------------------------------------------------------------------------------------Net profit : - As reported 73,78,54,793 40,08,74,108 200,10,19,4 - Adjusted pro forma 68,17,38,506 33,83,65,192 183,51,84,6

21 Provision for taxation The Company's profits from export activities are deductible from taxable income. Further, most of the Company's operations are conducted through 100% Export Oriented Units, which are entitled to a tax holiday

volume on a given date and if the shares are not traded on that day, the closing price on the next trading day. Under the 1999 Plan, options may also be issued to employees at exercise prices that are less than FMV only if specifically approved by the members of the Company in a general meeting. As of December 31, 1999, 4,76,600 options have been issued to employees under the 1999 Plan. As of the date of this report, options to acquire 1,100 equity shares were forfeited and returned to the option pool due to the separation of the optionees of the company. 20 Employee Stock Offer Plan (ESOP) The Securities and Exchange Board of India (SEBI) recently issued the (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 which is effective for all stock option schemes established after June 19, 1999. In accordance with these guidelines, the excess of the market price of the underlying equity shares as of the date of the grant of the options over the exercise price of the options, including up-front payments, if any is to be recognized and amortized on a straight line basis over the vesting period. The Companies 1994 stock offer plan was established prior to the SEBI guidelines on stock options. Had the stock compensation costs for this stock option plan been determined as per the guidelines issued by SEBI, the Company's reported net profit would have been reduced to the proforma amounts indicated below.
--------------------------------------------------------------------------------------------------------Three months ended Nine m December 31, Dece ----------------------------------------1999 1998 19 --------------------------------------------------------------------------------------------------------Net profit : - As reported 73,78,54,793 40,08,74,108 200,10,19,4 - Adjusted pro forma 68,17,38,506 33,83,65,192 183,51,84,6

21 Provision for taxation The Company's profits from export activities are deductible from taxable income. Further, most of the Company's operations are conducted through 100% Export Oriented Units, which are entitled to a tax holiday for a period of ten years from the date of commencement of operations. The provision for taxation includes taxes payable in respect of domestic income and that arising on the Company's overseas operations, primarily in the United States, Europe, Far East and South East Asia. 22 Cash and Bank balance The Company has a deposit of USD 1,854,225 (Rs. 8,06,41,779) in EEFC account as at December 31, 1999. Bank balances in overseas deposit account includes an net amount of USD 69,918,343 (Rs. 304,07,48,715) received on ADS program and maintained abroad as deposit along with the interest earned. 23 Loans and advances Advances recoverable in cash or kind or for value to be received mainly comprise of prepaid travel and per-diem expenses and advance paid to vendors towards current assets. Deposits with financial institutions consists of Rs. 25,50,22,081 and Rs. 18,10,98,742 deposited with Housing Development Finance Corporation Limited, and ICICI Limited, respectively. Mr. Deepak M Satwalekar, Director of the company, is also the Managing Director in Housing Development Finance Corporation Limited. Mr. N R Narayana Murthy, Chairman and CEO of the company and Prof. Marti G. Subrahmanyam, Director of the company, are also Directors in ICICI Limited. Except as directors in these financial institutions, they have no direct interest in these transactions. "Deposit with a body corporate" consists of Rs. 25,58,23,674 deposited with GE Capital Services India. All these financial institutions and a body corporate have AAA rating from CRISIL. There is no unpaid interest as on date.

Provision for doubtful loans and advances comprise of provisions made for deposit kept with a Company and for loans and advances given to employees. The Company has filed recovery suit against this company in a court of law and the court has attached the property of this company against the claims of unpaid deposit amount. The adjudication on this issue is pending. However, as matter of abundant precaution, a provision has been made. 24 Current liabilities Sundry creditors for other liabilities represent mainly the retention amount payable to the vendors, and amounts accrued for various other operational expenses. 25 Fixed assets The Company has entered into lease- cum- sale agreements to acquire certain properties. In accordance with the terms of these agreements, the Company has the option to purchase the properties outright at the expiry of the lease period. The Company has already paid 99% of the value of the properties at the time of entering into the lease- cum -sale agreement. These amounts are disclosed as "Land - leasehold" under "Fixed assets" in the financial statements. 26 Set off of unearned revenues The Company entered into an agreement with a customer for providing software services in an earlier year. The Company collected a portion of amounts receivable from this customer in respect of work performed for the customer under this agreement. The customer subsequently went into liquidation. In fiscal 1999, the company raised invoices in its books of account for the remainder of the contracted value of the services to be performed under the agreement amounting to Rs. 3,24,52,521 in order to stake its claim in the 16 of 27

liquidation proceedings. The Company subsequently informed the Reserve Bank of India about the claim raised by it on the customer. This amount was treated as "Unearned revenues" in the financial statements for fiscal 1999. The Company has set off the amount receivable from the customer against the amount earlier treated as "Unearned revenue", in the previous quarter. The Company is actively pursuing liquidation proceedings to recover this amount. 27 Income Tax demand for stock options The Income Tax department raised a tax demand of Rs. 73.52 crore on the Company for payment of tax deductible at source on stock options granted to the Company's employees during the financial years 1996-97, 1997-98 and 1998-99. The Company has contested this tax demand by filing an appeal before the appellate authority. However, any tax liability on stock option issued under the Employees Stock Offer Plan is adequately covered by indemnities from employees and by the stock exercisable by them under ESOP. Consequently, employees have paid the tax due and the entire tax demand has been discharged in full. Thus, there is no impact on the earnings of the Company on this account. 28 Stock split The shareholders of Infosys approved the 2-for-1 split of its equity shares, i.e., a sub-division of every equity share from the current par value of Rs. 10 into 2 equity shares of par value Rs. 5 each, at the Extraordinary General Meeting held on December 29, 1999. The Board of Directors of the company has fixed February 11, 2000 as the Record Date for determining the shareholders/ADSs holders entitled to the split. As the split will be effectuated after the Record Date, the same is not reflected in the financial statements as per Indian GAAP for the quarter and nine- month period ended December 31, 1999. 17 of 27

liquidation proceedings. The Company subsequently informed the Reserve Bank of India about the claim raised by it on the customer. This amount was treated as "Unearned revenues" in the financial statements for fiscal 1999. The Company has set off the amount receivable from the customer against the amount earlier treated as "Unearned revenue", in the previous quarter. The Company is actively pursuing liquidation proceedings to recover this amount. 27 Income Tax demand for stock options The Income Tax department raised a tax demand of Rs. 73.52 crore on the Company for payment of tax deductible at source on stock options granted to the Company's employees during the financial years 1996-97, 1997-98 and 1998-99. The Company has contested this tax demand by filing an appeal before the appellate authority. However, any tax liability on stock option issued under the Employees Stock Offer Plan is adequately covered by indemnities from employees and by the stock exercisable by them under ESOP. Consequently, employees have paid the tax due and the entire tax demand has been discharged in full. Thus, there is no impact on the earnings of the Company on this account. 28 Stock split The shareholders of Infosys approved the 2-for-1 split of its equity shares, i.e., a sub-division of every equity share from the current par value of Rs. 10 into 2 equity shares of par value Rs. 5 each, at the Extraordinary General Meeting held on December 29, 1999. The Board of Directors of the company has fixed February 11, 2000 as the Record Date for determining the shareholders/ADSs holders entitled to the split. As the split will be effectuated after the Record Date, the same is not reflected in the financial statements as per Indian GAAP for the quarter and nine- month period ended December 31, 1999. 17 of 27

At a glance - US GAAP
--------------------------------------------------------------------------------------------------------US$ in millions, exce --------------------------------------------------------------------------------------------------------Quarter ended Nine months en ------------------------------------------------December 31, December 31, December 31, De 1999 1998 1999 --------------------------------------------------------------------------------------------------------For the period Total revenue 52.16 33.04 139.83 Operating income 15.69 10.81 42.61 Net income 15.42 9.58 43.45 Operating income as a percentage of total revenue 30.08% 32.72% 30.47% Net income as a percentage of total revenue 29.56% 29.00% 31.07% Basic earnings per share 0.24 0.16 0.66 Capital investment 10.87 4.60 23.84 At the end of the period Total assets 195.18 Property, plant and equipment - net 39.76 Cash and equivalents 106.79 Working capital 131.30 Total debt Shareholders' equity 179.22 Common stock 8.59 Market capitalization 21,825.80 ---------------------------------------------------------------------------------------------------------

Note: Market capitalization is calculated by considering the NASDAQ market price for shares outstanding at the period/year end except as of December 31,1998 where the same has been calculated by considering the Indian market price.

At a glance - US GAAP
--------------------------------------------------------------------------------------------------------US$ in millions, exce --------------------------------------------------------------------------------------------------------Quarter ended Nine months en ------------------------------------------------December 31, December 31, December 31, De 1999 1998 1999 --------------------------------------------------------------------------------------------------------For the period Total revenue 52.16 33.04 139.83 Operating income 15.69 10.81 42.61 Net income 15.42 9.58 43.45 Operating income as a percentage of total revenue 30.08% 32.72% 30.47% Net income as a percentage of total revenue 29.56% 29.00% 31.07% Basic earnings per share 0.24 0.16 0.66 Capital investment 10.87 4.60 23.84 At the end of the period Total assets 195.18 Property, plant and equipment - net 39.76 Cash and equivalents 106.79 Working capital 131.30 Total debt Shareholders' equity 179.22 Common stock 8.59 Market capitalization 21,825.80 ---------------------------------------------------------------------------------------------------------

Note: Market capitalization is calculated by considering the NASDAQ market price for shares outstanding at the period/year end except as of December 31,1998 where the same has been calculated by considering the Indian market price. TOTAL REVENUE US $ in millions
Year ended March 31, 1999 120.96 Nine months ended December 31, 1998 84.94 Nine months ended December 31, 1999 139.83

NET INCOME US $ in millions
Year ended March 31, 1999 Nine months ended December 31, 1998 20.52 Nine months ended December 31, 1999 43.45

17.45

-------------------------------------------------------------------------------18 of 27

Shareholder information
------------------------------------------------------------------------------1. Listing on stock exchanges in India at Bangalore Stock Exchange Ltd. Stock Exchange Towers, No. 51, 1st Cross, J.C. Road, Bang Tel.: 91-80-299 5234, Fax: 91-80-299 5242 The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Tel.: 91-22-265 5581, Fax: 91-22-265 8121

Shareholder information
------------------------------------------------------------------------------1. Listing on stock exchanges in India at Bangalore Stock Exchange Ltd. Stock Exchange Towers, No. 51, 1st Cross, J.C. Road, Bang Tel.: 91-80-299 5234, Fax: 91-80-299 5242 The Stock Exchange, Mumbai Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Tel.: 91-22-265 5581, Fax: 91-22-265 8121 National Stock Exchange of India Ltd. Trade World, Senapati Bapat Marg, Lower Parel, Mumbai - 4 Tel.: 91-22-497 2950, Fax: 91-22-491 4275/85 2. 3. Listing fees Listing on stock exchanges outside India Paid for all the above stock exchanges for 1999-2000. NASDAQ National Market in the United States 33 Whitehall Street, New York, NY-1004-4087 Tel.: 1-212-709-2400, Fax: 1-212-709-2496 Electronics City, Hosur Road, Bangalore - 561 229, India. Tel.: 91-80-852 0261, Fax: 91-80-852 0362 Homepage: www.itlinfosys.com

4.

Registered office

5. Stock market data relating to shares listed in India a. The company's market capitalization is included in the computation of the BSE-30 Sensitive Index (Sensex), the BSE Dollex and S&P CNX NIFTY Index. b. Monthly high and low quotations as well as the volume of shares traded at Mumbai, National and Bangalore Stock Exchanges during the three-month period ended December 31, 1999 are:
----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------BSE NSE --------------------------------------------------------------------High Low Volume High Low Volume Hi Rs. Rs. Nos. Rs. Rs. Nos. --------------------------------------------------------------------------------------------------------October, 1999 8,720 6,832 23,81,639 8,875 6,845 23,23,938 8, November 9,750 6,590 21,87,553 9,773 6,600 26,66,213 9, December 14,649 9,001 23,08,042 14,527 9,031 20,80,825 14, --------------------------------------------------------------------------------------------------------Total 68,77,234 70,70,976 --------------------------------------------------------------------------------------------------------% of volume traded to total number of shares outstanding # 21.47% 22.07%

# The number of shares outstanding has been taken to be 3,20,34,400. The American Depositary Shares (ADSs) have been excluded for the purpose of this calculation.
6. Share transfers in physical form and other communication regarding share certificates, dividends, and change of address, etc., in India may be addressed to Karvy Consultants Limited Registrars and Share Transfer Agents T.K.N. Complex, No. 51/2, Vanivilas Road, Opp. National College, Basavanagudi, Bangalore - 560 004. Tel.: 91-80-662 1184, Fax: 91-80-662 1169 Email: KARVY.BGL@KARVY.sprintrpg.ems.vsnl.net

7. Share transfer system The Securities and Exchange Board of India (SEBI) has mandated that investors should compulsorily trade in dematerialized form in the securities of Infosys from January 4, 1999. Investors are required to open an account with a Depositary Participant to trade in dematerialized form. A list of Depositary Participants is available with the National Securities Depositary Limited (NSDL). A booklet entitled "An Investor's Guide to Depositaries" is available at www.itlinfosys.com. Shares sent for physical transfer are generally registered and returned within a period of 15 days from the date of receipt, if the documents are clear in all respects. The Share Transfer Committee of the company meets as often as required. The total number of shares transferred in

physical form during the quarter ended December 31, 1999 were 18,110 (previous year - 1,98,997). 96.69% of transfers (previous year - 75.49%) were completed within 15 days. Shares in dematerialized form were transferred within 10 days, on the average.
----------------------------------------------------------------------------------------------------1999 1998 ------------------------------------------------------------------------------------Transfer period No. of No. of No. of in days transferees (folios) shares % transferees (folios) New Existing New Existing ----------------------------------------------------------------------------------------------------1-10 29 12 17,400 96.08 48 18 11-15 1 1 110 0.61 41 29 16 - 20 0 0 0 0.00 34 17 *21 and above 1 1 600 3.31 29 24 ---------------------------------------------------------------------------------------------------------

20 of 27
--------------------------------------------------------------------------------------------------------1999 1998 ----------------------------------------------------------------------------------------No. of No. of transferees (folios) transferees (folios) --------------------------------------------------------------------------------------------------------31 14 18,110 100.00 152 88 1,98 ---------------------------------------------------------------------------------------------------------

* Delays beyond 21 days were due to compliance of legal requirements. 8. Investors' services - Complaints received during the three-month period ended December 31
--------------------------------------------------------------------------------------------------------1999 ---------------------------------------------------Nature of complaints Received Cleared Received --------------------------------------------------------------------------------------------------------1. Non-receipt of share certificates 0 0 15 2. Non-receipt of bonus shares 3 3 0 3. Letters from Stock Exchanges, SEBI, etc. 0 0 0 4. Non-receipt of dividend warrants 19 19 10 --------------------------------------------------------------------------------------------------------22 22 25 ---------------------------------------------------------------------------------------------------------

The Company has attended to most of the investors' grievances / correspondence within a period of 10 days from the date of receipt of the same, during the quarter ended December 31, 1999. 9. Legal proceedings There are some pending cases relating to disputes over title to shares, in which the company is made a party. These cases are however not material in nature. 10. Distribution of shareholding as on December 31
----------------------------------------------------------------------------------------------------1999 ------------------------------------------------------------------------No. of equity No. of % of No. of % of No. of % of shares held shareshareshares shareshareshareholders holders holding holders holders ----------------------------------------------------------------------------------------------------1100 12,098 57.17 2,91,072 0.91 1,375 20.92 101200 2,294 10.84 4,31,774 1.35 1,737 26.43 201500 2,800 13.23 10,42,071 3.25 1,935 29.44 501- 1000 2,071 9.79 15,58,575 4.87 722 10.99 1001- 5000 1,395 6.59 28,91,911 9.03 511 7.78 5001- 10000 208 0.98 14,96,681 4.67 94 1.43 10001 and above 297 1.40 2,40,07,171 74.94 198 3.01

--------------------------------------------------------------------------------------------------------1999 1998 ----------------------------------------------------------------------------------------No. of No. of transferees (folios) transferees (folios) --------------------------------------------------------------------------------------------------------31 14 18,110 100.00 152 88 1,98 ---------------------------------------------------------------------------------------------------------

* Delays beyond 21 days were due to compliance of legal requirements. 8. Investors' services - Complaints received during the three-month period ended December 31
--------------------------------------------------------------------------------------------------------1999 ---------------------------------------------------Nature of complaints Received Cleared Received --------------------------------------------------------------------------------------------------------1. Non-receipt of share certificates 0 0 15 2. Non-receipt of bonus shares 3 3 0 3. Letters from Stock Exchanges, SEBI, etc. 0 0 0 4. Non-receipt of dividend warrants 19 19 10 --------------------------------------------------------------------------------------------------------22 22 25 ---------------------------------------------------------------------------------------------------------

The Company has attended to most of the investors' grievances / correspondence within a period of 10 days from the date of receipt of the same, during the quarter ended December 31, 1999. 9. Legal proceedings There are some pending cases relating to disputes over title to shares, in which the company is made a party. These cases are however not material in nature. 10. Distribution of shareholding as on December 31
----------------------------------------------------------------------------------------------------1999 ------------------------------------------------------------------------No. of equity No. of % of No. of % of No. of % of shares held shareshareshares shareshareshareholders holders holding holders holders ----------------------------------------------------------------------------------------------------1100 12,098 57.17 2,91,072 0.91 1,375 20.92 101200 2,294 10.84 4,31,774 1.35 1,737 26.43 201500 2,800 13.23 10,42,071 3.25 1,935 29.44 501- 1000 2,071 9.79 15,58,575 4.87 722 10.99 1001- 5000 1,395 6.59 28,91,911 9.03 511 7.78 5001- 10000 208 0.98 14,96,681 4.67 94 1.43 10001 and above 297 1.40 2,40,07,171 74.94 198 3.01 Shares in transit in NSDL 3,15,145 0.98 ----------------------------------------------------------------------------------------------------21,163 100.00 3,20,34,400 100.00 6,572 100.00 American Depositary Shares 1* 10,35,000 ----------------------------------------------------------------------------------------------------Total 21,164 3,30,69,400 6,572 ----------------------------------------------------------------------------------------------------* Held by beneficial owners outside India.

---------------------------------------------------------------------------------------------------------

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11. Categories of shareholders as on December 31
---------------------------------------------------------------------------------------------------------

11. Categories of shareholders as on December 31
--------------------------------------------------------------------------------------------------------1999 ----------------------------------------------------------------------Category No. of Voting No. of No. of shareholders strength (%) shares held shareholders --------------------------------------------------------------------------------------------------------Individuals 19,698 25.84 85,46,128 6,141 Companies 988 1.52 5,01,804 185 FIIs 209 24.88 82,27,179 130 OCBs and NRIs 143 0.72 2,37,832 27 Founders and their families 18 29.44 97,35,130 18 Mutual Funds, Banks, FIs 107 13.52 44,71,182 71 Shares in transit in NSDL 0.95 3,15,145 American Depositary Shares 1* 3.13 10,35,000 --------------------------------------------------------------------------------------------------------Total 21,164 100.00 3,30,69,400 6,572 ---------------------------------------------------------------------------------------------------------

* Held by beneficial owners outside India. 12. Shares under lock-in Details of shares held by employees under the Employee Stock Offer Plan (ESOP) subject to lock-in are given below. These shares are also included in the categories of shareholders given in (11) above.
--------------------------------------------------------------------------------------------------------Number of shares subject to lock-in as on December 31 --------------------------------------------------------------------------1999 1998 --------------------------------------------------------------------------Period of lock-in No. of shares No. of employees No. of shares No. of --------------------------------------------------------------------------------------------------------4-5 years 3,92,300 1,042 3-4 years 2,50,400 341 1,06,200 2-3 years 1,02,000 151 1,32,600 1-2 years 1,28,600 105 1,11,100 0-1 years 1,06,300 74 ---------------------------------------------------------------------------------------------------------

As on December 31, 1999, 581 employees hold rights to 1,72,600 shares which are subject to a lock-in of 4-5 years under the 1994 Stock Offer Plan. Currently, 1,667 employees hold shares under the 1994 Stock Offer Plan. Shares subject to lock-in held by the employees will be transferred back to the ITL Employees Welfare Trust when such employees leave the services of the company. The ITL Employees Welfare Trust holds, as on December 31, 1999, 80,800 shares. The 1994 Stock Offer Plan has since been terminated. The Company established the 1998 Stock Option Plan which provides for the grant of non-statutory stock options and incentive stock options to the employees of the Company. This Plan was approved by the Board of Directors in December 1997 and by the share holders in January 1998. A total of 8,00,000 equity shares corresponding to 16,00,000 ADSs are currently reserved for issuance pursuant to the 1998 Plan. During the quarter ended December 31, 1999, options to acquire 1,16,000 ADSs corresponding to 58,000 equity shares were granted under the 1998 Stock Option Plan to 53 employees. As on December 31, 1999, 87 employees hold options to acquire 3,25,500 ADSs corresponding to 1,62,750 equity shares under the 1998 Stock Option Plan. In fiscal 2000, the Company instituted the 1999 Stock Option Plan. The 1999 Plan was approved by the Board of Directors and the share holders in June 1999. The Plan provides for the issue of 33,00,000 equity shares to the employees. During the quarter ended December 31, 1999, options to acquire 4,65,300 equity shares were granted to 1,148 employees under the 1999 Stock Option Plan. 13. Dematerialization of shares and liquidity Your company was the first in India to pay a one-time custodial fee of Rs. 44.43 lakh to National Securities

Depositary Limited (NSDL). Consequently, the company's shareholders do not have to pay depositary participants the custodial fee charged by the NSDL, on their holding. This payment of a one- time custodial fee extends to the issue of bonus shares too. The company hopes that this initiative will enthuse shareholders to dematerialize their holding in the company. Over 88.50% of the company's shares are now held in electronic form. A detailed letter explaining the methodology of using a Depositary as well as a booklet entitled "An Investor's Guide to Depositaries" was sent to all shareholders in November 1998. Copies of this booklet are available to shareholders on request. The Stock Exchange, Mumbai has permitted trading of your company's share in the `A' group. This move is expected to increase the liquidity of your company's shares. 14. Financial calendar (tentative and subject to change) Financial results for the year ending March 31, 2000 April 11, 2000 Annual General Meeting for the year ending March 31, 2000 May 2000
15. Investors' correspondence in India may be addressed to: Mr. V. Viswanathan, Company Secretary, Investors' Service Cell, Infosys Technologies Ltd., Electronics City, Hosur Road, Bangalore - 561 229, India. Tel.: 91-80-852 1518, Fax: 91-80-852 0362 (e-mail address: invest@itlinfosys.com) Any queries relating to the financial stateme company may be addressed to: Mr. T. V. Mohandas Pai, Senior Vice President (F&A), Infosys Technologies Ltd., Electronics City, Bangalore - 561 229, India. Tel.: 91-80-852 0396, Fax: 91-80-852 0362 (e-mail address: mdpai@itlinfosys.com)

16.

Reuters code INFY.NS (NSE) INFY.O (NASDAQ)

INFY.BO (BSE)

Bloomberg code -

INFO IN (BSE) NINFO IN (NSE)

Bridge code -

IN;INF (BS IN;INFN (N US;INFY (N

22 of 27

17. Stock market data relating to American Depositary Shares (ADSs)
a. b. c. ADS listed at Ratio of ADS to equity shares ADS symbol NASDAQ National Market in the United States 2 ADS for one equity share INFY

d. The American Depositary Shares issued under the ADS program of the company were listed on the NASDAQ National Market in the United States on March 11, 1999. The monthly high and low quotations as well as the volume of ADSs traded at NASDAQ National Market for the quarter ended December 31, 1999 are:
---------------------------------------------------------------------------------High Low Volume $ Rs.# $ Rs.# Nos. ---------------------------------------------------------------------------------October, 1999 179.50 15,552 131.00 11,350 17,12,400 November 235.00 20,398 143.00 12,412 13,14,600 December 360.00 31,313 204.13 17,755 14,79,100 ----------------------------------------------------------------------------------

Percentage of volume traded to total float 217.69% US$ have been converted into Rupees at the monthly closing rates. # 2 ADS = 1 equity share e. American Depositary Shares premium to the shares traded in the Indian Stock Exhanges

17. Stock market data relating to American Depositary Shares (ADSs)
a. b. c. ADS listed at Ratio of ADS to equity shares ADS symbol NASDAQ National Market in the United States 2 ADS for one equity share INFY

d. The American Depositary Shares issued under the ADS program of the company were listed on the NASDAQ National Market in the United States on March 11, 1999. The monthly high and low quotations as well as the volume of ADSs traded at NASDAQ National Market for the quarter ended December 31, 1999 are:
---------------------------------------------------------------------------------High Low Volume $ Rs.# $ Rs.# Nos. ---------------------------------------------------------------------------------October, 1999 179.50 15,552 131.00 11,350 17,12,400 November 235.00 20,398 143.00 12,412 13,14,600 December 360.00 31,313 204.13 17,755 14,79,100 ----------------------------------------------------------------------------------

Percentage of volume traded to total float 217.69% US$ have been converted into Rupees at the monthly closing rates. # 2 ADS = 1 equity share e. American Depositary Shares premium to the shares traded in the Indian Stock Exhanges [CHART APPEARS HERE] * 2 ADSs = 1 equity share (Source: Bloomberg) 23 of 27
f. Investor correspondence in the US may be addressed to P. R. Ganapathy Investor Relations Officer Infosys Technologies Limited 34760, Campus Drive, Fremont CA 94555, USA. Tel.: 1-510-742-3030, Mobile: 1-510-872-4412, Fax: 1-510-742-2930, E-mail: guns@itlinfosys.com ------------------Bankers Trust Company (Part of the Deutsche Bank Group), Four, Albany Street New York, NY 10006, USA. Tel.: 1-212-250-8500, Fax: 1-212-250-5644. Corporate Trust and Agency Services Deutsche Bank A.G. 1st Floor, Kodak House 222, Dr. D. N. Road. Fort, Mumbai - 400 001 Tel.: 91-22-207 9566,Fax: 91-22-207 9614 ICICI Limited ICICI Towers, Bandra-Kurla Complex, Mumbai - 400 051, India. Tel.: 91-22-653 1414, Fax: 91-22-653 1165.

g.

Name and address of the Depositary bank

h.

Name and address of the Custodian in India

24 of 27

f.

Investor correspondence in the US may be addressed to

g.

Name and address of the Depositary bank

P. R. Ganapathy Investor Relations Officer Infosys Technologies Limited 34760, Campus Drive, Fremont CA 94555, USA. Tel.: 1-510-742-3030, Mobile: 1-510-872-4412, Fax: 1-510-742-2930, E-mail: guns@itlinfosys.com ------------------Bankers Trust Company (Part of the Deutsche Bank Group), Four, Albany Street New York, NY 10006, USA. Tel.: 1-212-250-8500, Fax: 1-212-250-5644. Corporate Trust and Agency Services Deutsche Bank A.G. 1st Floor, Kodak House 222, Dr. D. N. Road. Fort, Mumbai - 400 001 Tel.: 91-22-207 9566,Fax: 91-22-207 9614 ICICI Limited ICICI Towers, Bandra-Kurla Complex, Mumbai - 400 051, India. Tel.: 91-22-653 1414, Fax: 91-22-653 1165.

h.

Name and address of the Custodian in India

24 of 27 Segment information
--------------------------------------------------------------------------------------------------------Quarter ended Nine months ende December 31, December 31, December 31, 1999 December 1999 1998 --------------------------------------------------------------------------------------------------------Geographical segment North America 18,273.82 11,460.80 49,356.35 2 Europe 2,680.14 1,252.83 8,556.73 Rest of the World 1,925.10 1,069.08 3,923.29 India 473.25 234.02 1,710.20 --------------------------------------------------------------------------------------------------------23,352.31 14,016.73 63,546.57 3 ========================================================================================================= Business segment Branded services 1,395.24 2,774.60 5,638.42 Products 444.48 210.92 1,576.81 Software development and maintenance 20,801.59 10,958.96 53,283.03 2 Treasury 711.00 72.25 3,048.31 --------------------------------------------------------------------------------------------------------23,352.31 14,016.73 63,546.57 3 =========================================================================================================

* Exchange differences arising on translation of foreign currency deposits kept abroad have been included under Treasury. By geographical area - quarter ended December 31, 1999. By business segment - quarter ended December 31, 1999 By Geographical Area - By Business Segment - quarter ended December 31, 1999 quarter ended December 31, 1999
[PIE CHART APPEARS HERE] Europe Rest of the World India North America [PIE CHART APPEARS HERE] Treasury Brand services Products Software development and maintenance

12% 8% 2% 78%

3% 6% 2% 89%

Segment information
--------------------------------------------------------------------------------------------------------Quarter ended Nine months ende December 31, December 31, December 31, 1999 December 1999 1998 --------------------------------------------------------------------------------------------------------Geographical segment North America 18,273.82 11,460.80 49,356.35 2 Europe 2,680.14 1,252.83 8,556.73 Rest of the World 1,925.10 1,069.08 3,923.29 India 473.25 234.02 1,710.20 --------------------------------------------------------------------------------------------------------23,352.31 14,016.73 63,546.57 3 ========================================================================================================= Business segment Branded services 1,395.24 2,774.60 5,638.42 Products 444.48 210.92 1,576.81 Software development and maintenance 20,801.59 10,958.96 53,283.03 2 Treasury 711.00 72.25 3,048.31 --------------------------------------------------------------------------------------------------------23,352.31 14,016.73 63,546.57 3 =========================================================================================================

* Exchange differences arising on translation of foreign currency deposits kept abroad have been included under Treasury. By geographical area - quarter ended December 31, 1999. By business segment - quarter ended December 31, 1999 By Geographical Area - By Business Segment - quarter ended December 31, 1999 quarter ended December 31, 1999
[PIE CHART APPEARS HERE] Europe Rest of the World India North America [PIE CHART APPEARS HERE] Treasury Brand services Products Software development and maintenance

12% 8% 2% 78%

3% 6% 2% 89%

25 of 27 Ratio analysis
--------------------------------------------------------------------------------------------------------Quarter ended Nine months end -------------------------------------------------December 31, December 31, December 31, Dece 1999 1998 1999 --------------------------------------------------------------------------------------------------------Ratios - Financial performance Export revenue/Total revenue (%) Domestic revenue/Total revenue (%) Other income/Total revenue (%) Employee costs/Total revenue (%) Administration expenses/Total revenue (%) Operating expenses/Total revenue (%) Depreciation/Total revenue (%) Tax/Total revenue (%) Effective tax rate (Tax/PBT) (%) EBIDTA/Total revenue (%) PAT from ordinary activities/Total revenue (%) PAT from ordinary activities/Average net worth (%)* ROCE (PBIT/Average capital employed) (%)* Return on invested capital (%)* Invested capital output ratio* Ratios - Balance Sheet 95.85 0.86 3.30 36.81 7.38 57.68 6.18 4.36 12.06 42.32 31.78 39.35 44.75 94.13 3.15 98.33 1.15 0.52 30.60 8.69 61.01 6.51 5.56 17.11 38.99 26.93 58.17 70.17 83.09 3.12 95.50 1.10 3.40 36.20 7.39 59.58 5.51 4.42 12.67 40.42 30.49 36.35 41.62 91.62 3.21

Ratio analysis
--------------------------------------------------------------------------------------------------------Quarter ended Nine months end -------------------------------------------------December 31, December 31, December 31, Dece 1999 1998 1999 --------------------------------------------------------------------------------------------------------Ratios - Financial performance Export revenue/Total revenue (%) Domestic revenue/Total revenue (%) Other income/Total revenue (%) Employee costs/Total revenue (%) Administration expenses/Total revenue (%) Operating expenses/Total revenue (%) Depreciation/Total revenue (%) Tax/Total revenue (%) Effective tax rate (Tax/PBT) (%) EBIDTA/Total revenue (%) PAT from ordinary activities/Total revenue (%) PAT from ordinary activities/Average net worth (%)* ROCE (PBIT/Average capital employed) (%)* Return on invested capital (%)* Invested capital output ratio* Ratios - Balance Sheet Debt-Equity ratio Debtors turnover (Days) Current ratio Cash and equivalents/Total assets (%) Cash and equivalents/Total assets (%) (excluding ADR issue proceeds) Depreciation for the period/Average gross block (%) Technology investment/Total revenue (%) Ratios - Growth** Export revenue (%) Total revenue (%) Operating expenses (%) Operating profit (%) Net profit (from ordinary activities) (%) Per share data Earnings per share from ordinary activities (Rs.) 22.50 12.12 57.74 Cash earnings per share from ordinary activities (Rs.) 26.88 14.88 68.18 Book value (Rs.), period end 227.43 78.84 227.43 Price/Earning, end of the period 160.75 61.29 187.93 --------------------------------------------------------------------------------------------------------63 67 58 81 97 94 91 79 114 107 70 74 62 97 113 63 5.73 61.01 38.67 22.91 6.42 95.85 0.86 3.30 36.81 7.38 57.68 6.18 4.36 12.06 42.32 31.78 39.35 44.75 94.13 3.15 98.33 1.15 0.52 30.60 8.69 61.01 6.51 5.56 17.11 38.99 26.93 58.17 70.17 83.09 3.12 95.50 1.10 3.40 36.20 7.39 59.58 5.51 4.42 12.67 40.42 30.49 36.35 41.62 91.62 3.21

* Annualized ** Denotes growth compared with figures of the corresponding period in the previous year. Note: The ratio calculations are based on Indian GAAP. All ratios are calculated excluding income from exchange differences on translation of foreign currency deposit kept abroad. EPS figures have been calculated for the period and has not been annualized. Invested capital ratios has been calculated by adjusting the average liquid assets against the average net worth and adjusting the revenue earned from liquid assets after taxes against net profits. 26 of 27
US Infosys Technologies Limited 34760, Campus Drive Fremont CA 94555. Tel: (510) 742-3000 Fax: (510) 742-3090 Infosys Technologies Limited 20 Commerce Drive Cranford NJ 07016.

US Infosys Technologies Limited 34760, Campus Drive Fremont CA 94555. Tel: (510) 742-3000 Fax: (510) 742-3090 Infosys Technologies Limited 20 Commerce Drive Cranford NJ 07016. Tel: (908) 497-1710 Fax: (908) 497-1770 Canada Infosys Technologies Limited 208 Evans Avenue #207 Toronto ON M8Z 1J7, Canada. Tel: 416-259-9578 Fax: 416-259-1046 UK Infosys Technologies Limited Suite 412, Premier Suites Exchange House 494 Midsummer Boulevard Milton Keynes MK9 2EA, UK. Tel: 44-1-908-608-272 Fax: 44-1-908-608-279 Germany Infosys Technologies Limited T.O.P.A.S 2 Mergenthalerallee 79-81 65760 Eschborn, Frankfurt Germany. Tel: 49-6196-9202115 Fax: 49-6196-9202200 Japan Infosys Technologies Limited 4F, Madre Matsuda Building 4-13 Kioi-cho, Chiyoda-ku Tokyo 102-0094, Japan. Tel: 81-3-3234-3597 Fax: 81-2-3239-3300 India Infosys Technologies Limited Electronics City, Hosur Road Bangalore 561 229, India. Tel: 91-80-8520261 Fax: 91-80-8520362

Bankers State Bank of Mysore Hongkong and Shanghai Banking Corporation Ltd. State Bank of India ICICI Banking Corporation Limited Bank of America Company Secretary V. Viswanathan Auditors Bharat S Raut and Company Chartered Accountants Independent auditors - US GAAP KPMG Peat Marwick

Visit Infosys on the Worldwide Web at www.itlinfosys.com Send your e-mail to infosys@itlinfosys.com Call us at 1-800-ITL INFO

(C) 2000 Infosys Technologies Limited, Bangalore, India. Infosys acknowledges the proprietary rights in the trademark and product names of other companies mentioned in this docum

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY

3 MOS MAR 31 2000 OCT 01 1999 DEC 31 1999 106,789,758 177,938 31,814,100 783,495 0

3 MOS MAR 31 1999 OCT 01 1998 DEC 31 1998 22,797,989 177,938 21,270,407 317,325 0

YEAR MAR 31 1999 APR 01 1998 MAR 31 1999 98,874,963 177,938 20,056,678 301,930 0

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

3 MOS MAR 31 2000 OCT 01 1999 DEC 31 1999 106,789,758 177,938 31,814,100 783,495 0 147,265,420 39,761,952 7,976,831 195,184,772 15,968,880 0 0 0 8,592,137 0 195,184,772 52,158,059 52,158,059 28,524,750 28,524,750 7,940,499 0 0 17,329,447 1,912,519 15,416,928 0 0 0 15,416,928 0.24 0.24

3 MOS MAR 31 1999 OCT 01 1998 DEC 31 1998 22,797,989 177,938 21,270,407 317,325 0 49,371,220 22,795,198 5,101,292 76,581,795 13,316,453 0 0 0 4,545,811 0 76,581,795 33,041,304 33,041,304 16,416,373 16,416,373 5,814,490 0 0 11,183,481 1,601,802 9,581,679 0 0 0 9,581,679 0.16 0.16

YEAR MAR 31 1999 APR 01 1998 MAR 31 1999 98,874,963 177,938 20,056,678 301,930 0 124,666,964 23,900,313 8,521,009 153,657,596 14,048,034 0 0 0 8,592,137 0 153,657,596 120,995,226 120,995,226 65,331,006 65,331,006 32,751,593 0 0 22,323,738 4,877,650 17,446,088 0 0 0 17,446,088 0.28 0.28

EXHIBIT 99.1 Bankers Trust Company (Part of the Deutsche Bank Group) November 29, 1999 DEPOSITARY RECEIPTS Depositary's Notice of Extra-ordinary General Meeting of Shareholders of Infosys Technologies Ltd.
Issue: Country: Meeting Details: Infosys Technologies Ltd./Cusip 456786108 India Extra-ordinary General Meeting of Shareholders Wednesday, December 29/th/ at 2.30 P.M. at Hotel Taj Residency, No. 41/3, M.G. Road, Bangalore 560 001 The Company's Notice of Meeting including the Agenda is attached On or before Dec. 24 1999 at 5:00 PM (New York City time) Nov 30, 1999 1 Ordinary Share: 2 ADR

Meeting Agenda:

Voting Deadline:

ADR Record Date: Ordinary: ADR ratio:

EXHIBIT 99.1 Bankers Trust Company (Part of the Deutsche Bank Group) November 29, 1999 DEPOSITARY RECEIPTS Depositary's Notice of Extra-ordinary General Meeting of Shareholders of Infosys Technologies Ltd.
Issue: Country: Meeting Details: Infosys Technologies Ltd./Cusip 456786108 India Extra-ordinary General Meeting of Shareholders Wednesday, December 29/th/ at 2.30 P.M. at Hotel Taj Residency, No. 41/3, M.G. Road, Bangalore 560 001 The Company's Notice of Meeting including the Agenda is attached On or before Dec. 24 1999 at 5:00 PM (New York City time) Nov 30, 1999 1 Ordinary Share: 2 ADR

Meeting Agenda:

Voting Deadline:

ADR Record Date: Ordinary: ADR ratio:

In accordance with Section 4.07 of the Deposit Agreement between Infosys Technologies Ltd ("the Company") and Bankers Trust as Depositary ("the Depositary"), Holders of Infosys Technologies Ltd. American Depositary Shares (ADSs) are hereby notified of the Company's Extra-ordinary General Meeting. A copy of the Notice of Meeting from the Company, which includes the agenda for such Meeting, is enclosed. Holders of Infosys ADSs at the close of business of the above-specified record will be entitled, subject to any applicable provision of Indian law, of the Deposited Securities or of the Memorandum and Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares. Upon receipt of the enclosed Voting Instruction Form, duly signed, by the above-stated deadline, the Depositary shall notify such voting instruction to the Chairman of the Company, or such other director that the Chairman may designate, and appoint the Chairman or that other person designated by the Chairman as representative of the Depositary and the Registered Holders to attend such meeting and vote the Deposited Securities in the direction so instructed by such Registered Holder. If the Depositary does not receive instructions from a Registered Holder, such Registered Holder may under certain circumstances be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote such Deposited Securities. Upon the written request of a Registered Holder on such record date, received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor insofar as is practicable and permitted under the applicable provisions of law and of the Memorandum and Articles of Association governing Deposited Securities of the Company to vote or cause to be voted the amount of Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. For the purposes of this Section 4.07, in the event that the Depositary receives express instructions from Registered Holders to demand a poll with respect to any matter to be voted on by Holders, the Depositary may notify the Chairman or a person designated by the Chairman of such instructions and request the Chairman or such designee to demand a poll with respect to such matters and the Company agrees that the Chairman or such designee will make their reasonable best efforts to demand a poll at the meeting at which such matters are to be voted on and to vote such Shares in accordance with such Registered Holder's instructions; provided, however, that prior to any demand of a poll or request to demand poll by

1

the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel Opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the despositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition once withdrawn from the depositary facility, Shares may not be redeposited. For more Information, contact: Paul Martin Bankers Trust Company 212 250 5065 212 250 5644(fax) 2

EXHIBIT 99.2 Infosys Technologies Limited

the Depositary upon the terms set forth herein, the Company shall, at its expense, deliver to the Depositary an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations and that the demand for a poll by the Depositary or a person designated by the Depositary will not expose the Depositary to any liability to any person. The Depositary shall not have any obligation to demand a poll or request the demand of a poll if the Company shall not have delivered to the Depositary the local counsel Opinion set forth in this paragraph. Under Indian law voting of Shares is by show of hands unless a poll is demanded by a member or members present in person or by proxy holding at least one-tenth of the total Shares entitled to vote on the resolution or by those holding paid up capital of at least Rs. 50,000. A proxy may not vote except in a poll. The Depositary agrees not to, and shall ensure that the Custodian and each of their nominees does not, vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Shares or other Deposited Securities represented by the American Depositary Shares evidenced by a Receipt other than in accordance with such instructions from the Registered Holder, or as provided below. The Depositary may not itself exercise any voting discretion over any Shares. If the Depositary does not receive instructions from any Registered Holder with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Registered Holder's Receipts on or before the date established by the Depositary for such purpose, such Registered Holder shall be deemed, and the Depositary shall deem such Registered Holder, to have instructed the Depositary to give discretionary proxy to a person designated by the Company to vote such Deposited Securities; provided that (x) no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company agrees to provide such information as promptly as practicable in writing) that (i) the Company does not wish such proxy given, (ii) substantial opposition exists or (iii) the rights of the holders of Shares will be adversely affected and (y) the Depositary shall not have any obligation to give such discretionary proxy to a person designated by the Company if the Company shall not have delivered to the Depositary the local counsel opinion and representation letter set forth in the next paragraph. Prior to each request for a discretionary proxy upon the terms set forth herein, the Company shall, at its own expense, deliver to the Depositary (aa) an opinion of Indian counsel, reasonably satisfactory to the Depositary, stating that such action is in conformity with all applicable laws and regulations (bb) a representation and indemnity letter from the Company (executed by a senior officer of the Company) which (i) designates the person to whom any discretionary proxy should be given, (ii) confirms that the Company wishes such discretionary proxy to be given and (iii) certifies that the Company has not and shall not request the discretionary proxy to be given as to any matter as to which substantial opposition exists or which may adversely affect the rights of holders of Shares. Shares which have been withdrawn from the despositary facility and transferred on the Company's Register of Members to a person other than the Depositary or its nominee may be voted by such persons. However, Registered Holders who wish to withdraw Shares to vote at a shareholders meeting may not receive sufficient advance notice of shareholders meetings to enable them to make such withdrawal of the Shares in time to vote at the meeting. In addition once withdrawn from the depositary facility, Shares may not be redeposited. For more Information, contact: Paul Martin Bankers Trust Company 212 250 5065 212 250 5644(fax) 2

EXHIBIT 99.2 Infosys Technologies Limited Extra-ordinary General Meeting of Shareholders

EXHIBIT 99.2 Infosys Technologies Limited Extra-ordinary General Meeting of Shareholders (Name of ADR holder) (Number of ADRs held) Issues presented for consideration at the Extra-ordinary General Meeting of Shareholders on 29 December 1999 Resolution # Affirmative Negative Abstained 1. 2. 3. 4. 5. 6.

(Signature)

EXHIBIT 99.3 [Infosys LOGO] NOTICE Notice is hereby given that an Extraordinary General Meeting of the members of Infosys Technologies Limited will be held on Wednesday, December 29, 1999 at 2.30 p.m., at Hotel Taj Residency, No. 41/3, M.G. Road, Bangalore - 560 001, to transact the following business: SPECIAL BUSINESS 1. To consider and if thought fit, to pass with or without modifications, as an ORDINARY RESOLUTION the following: a) RESOLVED THAT pursuant to the provisions of Section 94 of the Companies Act, 1956 and all other applicable provisions of the Companies Act, 1956 and relevant provisions of the Memorandum and Articles of Association of the Company, each of the existing fully paid up Equity Share of par value Rs. 10 be and is hereby sub-divided into two fully paid up Equity Shares of par value Rs. 5 per share. b) FURTHER RESOLVED THAT pursuant to the relevant provisions of the Memorandum and Articles of Association of the Company and subject to any registration statement to be filed with the Securities and

EXHIBIT 99.3 [Infosys LOGO] NOTICE Notice is hereby given that an Extraordinary General Meeting of the members of Infosys Technologies Limited will be held on Wednesday, December 29, 1999 at 2.30 p.m., at Hotel Taj Residency, No. 41/3, M.G. Road, Bangalore - 560 001, to transact the following business: SPECIAL BUSINESS 1. To consider and if thought fit, to pass with or without modifications, as an ORDINARY RESOLUTION the following: a) RESOLVED THAT pursuant to the provisions of Section 94 of the Companies Act, 1956 and all other applicable provisions of the Companies Act, 1956 and relevant provisions of the Memorandum and Articles of Association of the Company, each of the existing fully paid up Equity Share of par value Rs. 10 be and is hereby sub-divided into two fully paid up Equity Shares of par value Rs. 5 per share. b) FURTHER RESOLVED THAT pursuant to the relevant provisions of the Memorandum and Articles of Association of the Company and subject to any registration statement to be filed with the Securities and Exchange Commission, U.S.A., and any other requirement under any law, each of the existing fully paid up American Depositary Share be and is hereby sub-divided into two fully paid up American Depositary Shares. 2. To consider and if thought fit, to pass with or without, modifications, as an ORDINARY RESOLUTION the following: RESOLVED THAT the Authorized Share Capital of the Company be and is hereby altered from the existing Rs. 50,00,00,000 - (Rupees Fifty crores only) divided into 5,00,00,000 (Five crores only) Equity Shares of Rs. 10 each (Rupees Ten only) to Rs. 50,00,00,000 (Rupees Fifty crores only) divided into 10,00,00,000 (Ten crores only) Equity Shares of Rs. 5 each (Rupees Five only), and consequently the existing clause V of the Memorandum of Association of the Company be and is hereby altered by deleting the same and substituting in place and stead thereof, the following as the new clause V: "The Authorized Share Capital of the Company is Rs. 50,00,00,000 (Rupees Fifty crores only) divided into 10,00,00,000 (Ten crores only) Equity Shares of Rs. 5 each (Rupees Five only) with power to increase and reduce the capital of the Company and to divide the shares in the capital for the time being into several classes and attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 1956 or by the Articles of Association of the Company for the time being". 3. To consider and if thought fit, to pass with or without modifications, as a SPECIAL RESOLUTION the following: RESOLVED THAT the Articles of Association of the Company be and is hereby altered by deleting the existing Article '3' and substituting in place and stead thereof the following new Article '3': "The Authorized Share Capital of the Company is Rs. 50,00,00,000 (Rupees Fifty crores only) divided into 10,00,00,000 (Ten crores only) Equity Shares of Rs. 5 each (Rupees Five only) with powers to increase or reduce the same in accordance with the provisions of the Companies Act, 1956". 4. To consider and if thought fit, to pass with or without modifications, as an ORDINARY RESOLUTION the following: RESOLVED THAT for the purpose of giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved hereinbefore, the issuance of Equity Shares and/or American Depositary Shares or

Instruments or Securities representing the same, the Board and other designated officers of the Company be and are hereby authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at its discretion deem necessary or desirable for such purpose, including without limitation, filing a registration statement, if any, and other documents with the Securities and Exchange Commission, U.S.A., and/or the Securities and Exchange Board of India, listing the additional Equity Shares/American Depositary Shares on the Bangalore Stock Exchange. The Stock Exchange, Mumbai, The National Stock Exchange of India and the NASDAQ National Market, as the case may be, amending, if necessary, the relevant sections of the Agreement entered into between the Company, Bankers Trust Company, New York (the Depositary to the Company's ADSs) and the American Depositary Receipt Holders (the "Depositary Agreement") in connection with the Company's ADS offering and listing on the NASDAQ and the entering into of any depositary arrangements in regard to any such sub-division as it may in its absolute discretion deem fit. 5. To consider and if thought fit, to pass with or without modifications, as a SPECIAL RESOLUTION the following: a) RESOLVED THAT for the purpose of giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved hereinbefore, Clause '3' of the 1998 Stock Opinion Plan of the Company be and is hereby altered by deleting the words "8,00,000 shares" appearing in the existing Clause '3' and substituting in place and stead thereof the words "16,00,000 shares". b) FURTHER RESOLVED THAT for the purpose of giving effect to the sub- division of the Equity Shares and American Depositary Shares resolved hereinbefore, and pursuant to Clause 11 of the 1998 Stock Option Plan the Board of Directors be and are hereby authorized to proportionately adjust the number of ADSs covered by each outstanding Option, and the number of Shares (in the form of ADSs) which have been authorized for issuance under the Plan but as to which no 1

[INFOSYS LOGO] Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, and also the price per ADS covered by each such outstanding Option, shall be proportionately adjusted for any increase in the number of issued Shares resulting from the sub-division. c) FURTHER RESOLVED THAT the Board be and is hereby authorized to settle all questions, difficulties or doubts that may arise in regard to giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved herein before, as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto, expressly by the authority of this resolution. 6. To consider and if though fit, to pass with or without modifications, as a SPECIAL RESOLUTION the following: a) RESOLVED THAT for the purpose of giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved hereinbefore, Clause `3 (t)' of the 1999 Stock Option Plan of the Company be and is hereby altered by deleting the figures and words "Rs. 10 (Rupees Ten only)" appearing in the existing Clause `3 (t)' and substituting in place and stead thereof the figures and words "Rs.5 (Rupees Five only). b) FURTHER RESOLVED THAT for the purpose of giving effect to the sub- division of the Equity Shares and American Depositary Shares resolved hereinbefore, Clause `4' of the 1999 Stock Option Plan of the Company be and is hereby altered by deleting the words "33,00,000 shares" appearing in the existing Clause `4' and substituting in place and stead thereof the words "66,00,000 shares". c) FURTHER RESOLVED THAT for the purpose of giving effect to the sub- division of the Equity Shares and American Depositary Shares resolved hereinbefore, and pursuant to Clause 15 of the 1999 Stock Option Plan the Board of Directors be and are hereby authorized to proportionately adjust the number of Equity Shares covered by each outstanding Option, and the number of Equity Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon

[INFOSYS LOGO] Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, and also the price per ADS covered by each such outstanding Option, shall be proportionately adjusted for any increase in the number of issued Shares resulting from the sub-division. c) FURTHER RESOLVED THAT the Board be and is hereby authorized to settle all questions, difficulties or doubts that may arise in regard to giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved herein before, as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto, expressly by the authority of this resolution. 6. To consider and if though fit, to pass with or without modifications, as a SPECIAL RESOLUTION the following: a) RESOLVED THAT for the purpose of giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved hereinbefore, Clause `3 (t)' of the 1999 Stock Option Plan of the Company be and is hereby altered by deleting the figures and words "Rs. 10 (Rupees Ten only)" appearing in the existing Clause `3 (t)' and substituting in place and stead thereof the figures and words "Rs.5 (Rupees Five only). b) FURTHER RESOLVED THAT for the purpose of giving effect to the sub- division of the Equity Shares and American Depositary Shares resolved hereinbefore, Clause `4' of the 1999 Stock Option Plan of the Company be and is hereby altered by deleting the words "33,00,000 shares" appearing in the existing Clause `4' and substituting in place and stead thereof the words "66,00,000 shares". c) FURTHER RESOLVED THAT for the purpose of giving effect to the sub- division of the Equity Shares and American Depositary Shares resolved hereinbefore, and pursuant to Clause 15 of the 1999 Stock Option Plan the Board of Directors be and are hereby authorized to proportionately adjust the number of Equity Shares covered by each outstanding Option, and the number of Equity Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, and also the price per Equity Share covered by each such outstanding Option, shall be proportionately adjusted for any increase in the number of issued Shares resulting from the subdivision. d) FURTHER RESOLVED THAT the Board be and is hereby authorized to settle all questions, difficulties or doubts that may arise in regard to giving effect to the sub-division of the Equity Shares and American Depositary Shares resolved herein before, as it may in its absolute discretion deem fit without being required to seek any further consent or approval of the members or otherwise to the end and intent that the members shall be deemed to have given their approval thereto, expressly by the authority of this resolution.
Registered Office: Electronics City, Hosur Road, Bangalore - 561 229. Date: November 29, 1999 2 By Order of the Board

V. Viswanathan Company Secretary

Infosys

NOTES 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend the meeting and the proxy need not be a member of the Company. Under the Companies Act, voting is by show of hands unless a poll is demanded by a member or members present in person, or by proxy holding at least one-tenth of the total

Infosys

NOTES 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend the meeting and the proxy need not be a member of the Company. Under the Companies Act, voting is by show of hands unless a poll is demanded by a member or members present in person, or by proxy holding at least one-tenth of the total shares entitled to vote on the resolution or by those holding paid-up capital of at least Rs. 50,000. A proxy may not vote except in a poll. 2. An Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 is annexed hereto. 3. The instrument appointing the proxy should be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. 4. Members/Proxies should bring duly filled Attendance Slips sent herewith for attending the meeting. 5. Subject to the approval of the sub-division by the members, the Board has fixed February 11, 2000 as the Record Date for ascertaining the Shareholders/ADS holders entitled for the sub-division. EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956 ITEM 1 The par value of the Company's existing Equity Shares is Rs. 10. The Board of Directors of the Company has recommended a Stock Split, i.e., a sub-division of each equity share of par value Rs. 10 into two Equity Shares of par value Rs. 5 each. As a resultant development, the Board has also recommended a 2-for-1 split of the Company's American Depositary Shares (ADSs). The Board has recommended the Stock Split to improve the liquidity of the Company's stock. In order to make such s sub-division of the existing Equity Shares and ADSs, the Board requires approval of the members by way of ORDINARY RESOLUTION pursuant to Section 94 of the Companies Act, 1956 and Article 11 of the Articles of the Company. The ORDINARY RESOLUTION, if passed will have the effect of entitling the holders of the Equity Shares to receive, two Equity Shares of par value Rs. 5 each for every Equity Share and the holder of the ADSs to receive, two ADSs for every ADS held as on the Record Date of February 11, 2000 or such other date as the Board may determine. The Board recommends the resolution for the approval of members. ITEM 2 & 3 On account of the proposal to sub-divide the existing Equity Shares of par value Rs. 10 per share into two Equity Shares of par value Rs. 5 each and the proposal to sub-divide each existing ADS into two ADSs as contained in Item 1 of this Notice, it is necessary to amend the Capital Clause contained in the Company's Memorandum of Association. Likewise, the resolution at Item 3 seeks to amend Article 3 pertaining to the Authorized Capital in the Company's Articles of Association. A copy of the Company's Memorandum and Articles of Association is open for inspection during business hours on any working day. The Board recommends the said resolutions for the approval of members. ITEM 4 In view of the proposal contained in Item 1 of this Notice, it is necessary to authorize the Board of Directors of the Company to complete all the regulatory formalities that may be prescribed by the Securities and Exchange

Board of India, the Securities and Exchange Commission, U.S.A., the Stock Exchanges on which the Company's securities are listed and any other regulatory authority, including without limitation the filing of any registration statement and/or other filings, with the Securities Exchange Commission, U.S.A. in connection with the subdivision of the par value of the Equity Shares/American Depositary Shares and if necessary, the amending of the Depositary Agreement and/or entering into any new depositary arrangement in connection with such subdivision. The Board recommends the resolution for the approval of members. ITEM 5 In view of the proposal contained in Item 1 of this Notice, it is necessary to increase the total number of ADSs and underlying Equity Shares reserved under the 1998 Stock Option Plan, from 8,00,000 Equity Shares of par value Rs. 10 each, initially reserved, to 16,00,000 Equity Shares of par value Rs. 5 each and proportionately adjust the number of ADSs covered by each outstanding Option, the total number of ADSs and underlying Equity Shares which have been authorized and reserved for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per ADS covered by each such outstanding Option, so as to reflect the increase in the number of ADSs/Equity Shares, the consequent change in the price of each ADS and the decrease in the par value of each Equity Share resulting from the sub-division. The Board recommends the resolution for the approval of members, pursuant to Clause 11 of the 1988 Stock Option Plan.

[INFOSYS LOGO] ITEM 6 In view of the proposal contained in Item 1 of this Notice, it is necessary to increase the total number of Equity Shares reserved under the 1999 Stock Option Plan, from 33,000,000 Equity Shares of par value Rs. 10 each, initially reserved, to 66,000,000 Equity Shares of par value Rs. 5 each and proportionately adjust the number of Equity Shares covered by each outstanding Option, the total number of Equity Shares which have been authorized and reserved for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Equity Share covered by each such outstanding Option, so as to reflect the increase in the number of Equity Shares, the consequent change in the price of each Equity Share and the decrease in the par value of each Equity Share resulting from the sub-division. The Board recommends the resolution for the approval of members, pursuant to Clause 15 of the 1999 Stock Option Plan. None of the Directors of the Company are interested in any of the Items of Business contained in this Notice.
Registered Office: Electronics City, Hosur Road, Bangalore - 561 229. By Order of the Board

V. Viswanathan Company Secretary

Date: November 29, 1999

EXHIBIT 99.4 [INFOSYS LOGO] INFOSYS TECHNOLOGIES LIMITED

[INFOSYS LOGO] ITEM 6 In view of the proposal contained in Item 1 of this Notice, it is necessary to increase the total number of Equity Shares reserved under the 1999 Stock Option Plan, from 33,000,000 Equity Shares of par value Rs. 10 each, initially reserved, to 66,000,000 Equity Shares of par value Rs. 5 each and proportionately adjust the number of Equity Shares covered by each outstanding Option, the total number of Equity Shares which have been authorized and reserved for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Equity Share covered by each such outstanding Option, so as to reflect the increase in the number of Equity Shares, the consequent change in the price of each Equity Share and the decrease in the par value of each Equity Share resulting from the sub-division. The Board recommends the resolution for the approval of members, pursuant to Clause 15 of the 1999 Stock Option Plan. None of the Directors of the Company are interested in any of the Items of Business contained in this Notice.
Registered Office: Electronics City, Hosur Road, Bangalore - 561 229. By Order of the Board

V. Viswanathan Company Secretary

Date: November 29, 1999

EXHIBIT 99.4 [INFOSYS LOGO] INFOSYS TECHNOLOGIES LIMITED Registered Office ELECTRONICS CITY, HOSUR ROAD, BANGALORE - 561 229 PROXY FORM
Regd. Folio No.____________________ Client ID No. ____________________ I/We .................................................. of ..................... in the district of .................................. being a member/members of Infosys Technologies Limited hereby appoint ................................... of ........................................................ in the district of ............................................................. or failing him/her ..................................... of ....................................... in the district of .......................................... as my/our proxy to

vote for me/us on my/our behalf at the EXTRAORDINARY GENERAL MEETING of the company to be held at 2.30 p.m. on Wednesday, December 29, 1999 and at any adjournment(s) thereof.
Signed this ........................ day of ........................... 199..... ----------Rupee one Revenue Stamp

Signature

EXHIBIT 99.4 [INFOSYS LOGO] INFOSYS TECHNOLOGIES LIMITED Registered Office ELECTRONICS CITY, HOSUR ROAD, BANGALORE - 561 229 PROXY FORM
Regd. Folio No.____________________ Client ID No. ____________________ I/We .................................................. of ..................... in the district of .................................. being a member/members of Infosys Technologies Limited hereby appoint ................................... of ........................................................ in the district of ............................................................. or failing him/her ..................................... of ....................................... in the district of .......................................... as my/our proxy to

vote for me/us on my/our behalf at the EXTRAORDINARY GENERAL MEETING of the company to be held at 2.30 p.m. on Wednesday, December 29, 1999 and at any adjournment(s) thereof.
Signed this ........................ day of ........................... 199..... ----------Rupee one Revenue Stamp -----------

Signature

Notes: This form, in order to be effective, should be completed, duly signed and stamped and must be deposited at the Registered Office of the company, not less than 48 hours before the meeting. Please tear here [INFOSYS LOGO] INFOSYS TECHNOLOGIES LIMITED Registered Office ELECTRONICS CITY, HOSUR ROAD, BANGALORE - 561 229 ATTENDANCE SLIP Extraordinary General Meeting - December 29, 1999 Regd. Folio No. _______________________ No. of shares held __________ Client ID No. _______________________ I certify that I am a registered shareholder/proxy for the registered shareholder of the company. I hereby record my presence at the EXTRAORDINARY GENERAL MEETING of the company at Hotel Taj Residency, No. 41/3, M.G. Road, Bangalore - 560 001 at 2.30 p.m. on Wednesday, December 29, 1999. ................................ ......................... Member's/Proxy's name in Signature of Member/Proxy BLOCK Letters

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. 5


				
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