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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of September 2025
Commission File Number 001-35754
Infosys Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Electronics City, Hosur Road, Bengaluru - 560 100, Karnataka, India. +91-80-2852-0261
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Infosys Limited, a company organized under the laws of the Republic of India (“Infosys” or the “Company”), hereby furnishes with the United States Securities and Exchange Commission this Report on Form 6-K. The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On September 12, 2025, the Company notified the stock exchanges on which its securities trade that, by way of a letter from the U.S. Securities and Exchange Commission (the “SEC”) dated September 11, 2025, the Company has obtained the requested exemptive relief from the SEC (the “Notice”). The Notice is attached hereto as Exhibit 99.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Infosys Limited | ||||||
| /s/ Inderpreet Sawhney |
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| Date: September 12, 2025 | Inderpreet Sawhney | |||||
| Chief Legal Officer and Chief Compliance Officer | ||||||
Exhibit 99.1
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TO ALL STOCK EXCHANGES
BSE LIMITED
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
NEW YORK STOCK EXCHANGE
September 12, 2025
Dear Sir / Madam,
Sub: Exemptive relief granted by the U.S. Securities and Exchange Commission dated September 11, 2025 for the Buyback
This has reference to our letter dated September 11, 2025, regarding the outcome of the meeting of the Board of Directors of Infosys Limited (“Company”) approving the proposal to buyback up to 10,00,00,000 fully paid-up equity shares of the Company of face value of ₹ 5/- each for an amount aggregating up to ₹ 18,000 Crore (Rupees Eighteen Thousand Crore only) in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”), the Companies Act, 2013 and the rules made thereunder (“Buyback”), subject to receipt of exemptive relief from the U.S. Securities and Exchange Commission (“SEC”) on certain aspects of the tender offer procedures, due to conflicting regulatory requirements between Indian and U.S. laws for tender offer buybacks.
We would like to inform you that, by way of a letter from the SEC dated September 11, 2025 (“Letter”), the Company has obtained the requested exemptive relief from the SEC. The Letter will be publicly available on the SEC’s website once posted by the SEC.
The Buyback is subject to approval of the shareholders by way of a special resolution through postal ballot. The record date for the Buyback will be determined in due course. The public announcement setting out the process, timelines and other statutory details will be released in due course in accordance with the Buyback Regulations.
This is for your information and records.
Yours Sincerely,
For Infosys Limited
A.G.S. Manikantha
Company Secretary
Membership No: A21918
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Additional information pursuant to U.S. Law
The Buyback for the outstanding equity shares of the Company referenced herein has not yet been approved by the Company’s shareholders and, accordingly, the Buyback has not yet commenced. The communication is provided for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities of the Company pursuant to Company’s Buyback or otherwise. If the Buyback is approved by the Company’s shareholders, any offers to purchase or solicitations of offers to sell will be made pursuant to a Tender Offer Statement on Schedule TO (including the letter of offer and other documents relating to the tender offer) which will be filed with the U.S. Securities and Exchange Commission (“SEC”) by the Company. The Company’s security holders are advised to carefully read these documents, any amendments to these documents and any other documents relating to the Buyback that are filed with the SEC in their entirety prior to making any decision with respect to the Company’s Buyback because these documents contain important information, including the terms and conditions of the offer. The Company’s security holders may obtain copies of these documents (when they become available) and other documents filed with the SEC for free at the SEC’s website at www.sec.gov or from the Company’s Investor Relations department at sharebuyback@infosys.com.
