6-K
Infosys Ltd (INFY)
Table of Contents
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 December 2025
Commission File Number 001-35754
Infosys Limited
(Exactname 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): ☐
Table of Contents
TABLE OF CONTENTS
| EXPLANATORY NOTE |
|---|
| SIGNATURES |
| INDEX TO EXHIBITS |
| EXHIBIT 99.1 |
Table of Contents
EXPLANATORY NOTE
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.
Post Buyback Public Announcement
On December 5, 2025, the Company published an announcement, dated December 4, 2025, in certain Indian newspapers concerning the results and certain other details of the Company’s buyback of its equity shares (the “Post Buyback Public Announcement”). The Post Buyback Public Announcement is attached hereto as Exhibit 99.1.
Table of Contents
SIGNATURES
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 | ||
| Date: December 5, 2025 | Inderpreet Sawhney | |
| Chief Legal Officer and Chief Compliance Officer |
INDEX TO EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | Post Buyback Public Announcement dated December 4, 2025. |
EX-99.1
Exhibit 99.1
PUBLIC ANNOUNCEMENT
POST-BUYBACK PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF EQUITY SHARES OF INFOSYS LIMITED
This post buyback public announcement (“Post Buyback Public Announcement”) is being made in accordance with Regulation 24(vi) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (including any statutory modification(s), amendment(s) or re-enactments from time to time) (the “Buyback Regulations”).
This Post Buyback Public Announcement should be read in conjunction with the public announcement dated November 7, 2025 and published on November 10, 2025 (the “Public Announcement”) and the letter of offer dated November 18, 2025 (“Letter of Offer”) along with form of acceptance cum acknowledgement and Share Transfer Form (Form SH-4). Unless specifically defined herein, capitalised terms and abbreviations used herein shall have the same meaning as ascribed to them in the Public Announcement and the Letter of Offer.
| 1. | THE BUYBACK | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1.1. | Infosys Limited (the “Company”) had announced the Offer to buyback up to 10,00,00,000 (Ten<br>Crore) fully paid-up Equity Shares of face value of ₹ 5/- (Rupees Five Only) each of the Company, representing 2.41% of<br>the total number of Equity Shares in the paid-up equity share capital of the Company (on a standalone basis) from all the eligible shareholders of Equity Shares of the Company as on November 14, 2025<br>(“Record Date”) as per the records made available to the Company by Depositories as on the Record Date, on a proportionate basis (subject to small shareholder reservation), through the “Tender Offer” route at a<br>price of ₹1,800/- (Rupees One Thousand Eight Hundred only) per Equity Share payable in cash for an aggregate consideration of up to ₹18,000 crore (Rupees Eighteen Thousand Crore only) (“Buyback”), representing 24.31% and 21.68% of the aggregate of fully paid-up equity share<br>capital and free reserves as per the latest audited interim condensed financial statements of the Company as at June 30, 2025 on a standalone basis and consolidated basis, respectively. | |||||||||
| --- | --- | |||||||||
| 1.2. | The Company had adopted the tender offer route for the purpose of the Buyback. The Buyback was implemented using<br>the “Mechanism for acquisition of shares through Stock Exchange pursuant to Tender-Offers under Takeovers, Buyback and Delisting” notified by Securities and Exchange Board of India (“SEBI”) vide circular<br>CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/P/2016/131 dated December 9, 2016, SEBI circular SEBI/HO/CFD/DCR-III/CIR/P/615 dated August 13, 2021 and SEBI<br>circular SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 8, 2023, and such other circulars or notifications, as may be applicable, including any amendments thereof as amended. The Buyback was implemented on<br>both the Indian Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited. For the purposes of the Buyback, BSE Limited was the designated stock exchange. | |||||||||
| --- | --- | |||||||||
| 1.3. | The Tendering Period for the Buyback commenced on Thursday, November 20, 2025 and closed on Wednesday,****November 26, 2025. | |||||||||
| --- | --- | |||||||||
| 2. | DETAILS OF BUYBACK: | |||||||||
| --- | --- | |||||||||
| 2.1. | 10,00,00,000 (Ten Crore) Equity Shares were bought back under the Buyback, at a price of ₹1,800/- (Rupees One Thousand Eight Hundred only) per Equity Share. | |||||||||
| --- | --- | |||||||||
| 2.2. | The total amount utilized in the Buyback was<br>₹18,000 crore (Rupees Eighteen Thousand Crore only), excluding Transaction Costs. | |||||||||
| --- | --- | |||||||||
| 2.3. | The Registrar to the Buyback i.e., KFin Technologies Limited (“Registrar”), considered a<br>total of 5,38,090 valid bids for 82,56,24,353 validly tendered Equity Shares in response to the Buyback, resulting in the tender of approximately 8.2562 times the maximum number of Equity Shares proposed to be bought back. The details of the valid<br>bids considered by the Registrar are as follows: | |||||||||
| --- | --- | |||||||||
| Sr.<br><br><br>No. | Category | No. of Equity Shares<br>reserved in Buyback | No. of Valid<br>Bids | Total Equity<br>Shares validly<br>Tendered | % Response | |||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 1. | Reserved Category for Small Shareholders | 1,50,00,000 | 4,77,705 | 2,71,90,448 | 181.27 | % | ||||
| 2. | General Category for all other Eligible Shareholders | 8,50,00,000 | 60,385 | 79,84,33,905 | 939.33 | % | ||||
| Total | **** | 10,00,00,000 | **** | 5,38,090 | **** | 82,56,24,353 | **** | 825.62 | % | |
| 2.4. | All valid bids were considered for the purpose of Acceptance in accordance with the Buyback Regulations and the<br>terms set out in the Letter of Offer. The communication of Acceptance/rejection has been dispatched by the Registrar, via email, to the relevant Eligible Shareholders (who have their email IDs registered with the Company or the Depositories) on<br>December 3, 2025 and shall be sent in physical form to those relevant Eligible Shareholders who have not registered their email IDs with the Company or the Depositories. | |||||||||
| --- | --- | |||||||||
| 2.5. | The settlement of all valid bids which were Accepted was completed by the Indian Clearing Corporation Limited or<br>the NSE Clearing Limited (formerly National Securities Clearing Corporation Limited), as applicable (“Clearing Corporations”), on December 3, 2025. The Clearing Corporations have made direct funds pay-out (net of tax deducted at source, as applicable) to the Eligible Shareholders whose Equity Shares have been Accepted under the Buyback. If bank account details of any Eligible Shareholders were not available<br>or if the funds transfer instruction was rejected by the Reserve Bank of India/ relevant bank(s), due to any reasons, then the amount payable to the concerned shareholder was transferred to the respective Stock Broker(s) for onward transfer to their<br>respective shareholders. | |||||||||
| --- | --- | |||||||||
| 2.6. | Equity Shares held in dematerialized form Accepted under the Buyback were transferred to the Company’s<br>Demat Account on December 3, 2025. The unaccepted Equity Shares, if any, tendered by the Eligible Shareholders in dematerialized form were released/ returned/ lien removed by the Clearing Corporations on December 3, 2025.<br> | |||||||||
| --- | --- | |||||||||
| 2.7. | The extinguishment of 10,00,00,000 (Ten Crore) Equity Shares Accepted under the Buyback, comprising of all<br>Equity Shares in dematerialised form was completed in accordance with the Buyback Regulations on December 4, 2025. | |||||||||
| --- | --- | |||||||||
| 3. | CAPITAL STRUCTURE AND SHAREHOLDING PATTERN: | |||||||||
| --- | --- | |||||||||
| 3.1. | The capital structure of the Company before and after the completion of the Buyback is set forth below:<br> | |||||||||
| --- | --- | |||||||||
| Sr.No. | Particulars | Pre-Buyback*<br><br><br>(₹ Cr) | Post completion of theBuyback^#^<br><br><br>(₹ Cr) | |||||||
| --- | --- | --- | --- | |||||||
| 1. | Authorised share capital | 2,400<br><br><br>(4,80,00,00,000 Equity Shares of<br> <br>₹5/- each) | 2,400<br><br><br>(4,80,00,00,000 Equity Shares of<br> <br>₹5/- each) | |||||||
| 2. | Issued, subscribed and paid-up share capital | 2,077<br><br><br>(4,15,44,01,349 Equity Shares of<br> <br>₹5/- each) | 2,027<br><br><br>(4,05,46,24,409 Equity Shares of<br> <br>₹5/- each) | |||||||
| ^*^ | As on the Record Date for Buyback i.e., November 14, 2025. | |||||||||
| --- | --- | |||||||||
| ^#^ | Basis allotment of 2,23,060 Equity Shares, pursuant to exercise of RSUs, on November 20, 2025 andextinguishment of 10,00,00,000 Equity Shares on December 4, 2025 pursuant to the Buyback. | |||||||||
| --- | --- | |||||||||
| 4. | Details of Eligible Shareholders from whom Equity Shares Accepted exceeding 1% as a percentage of the total<br>Equity Shares bought back are as set out below: | |||||||||
| --- | --- | |||||||||
| Sr.No. | Name of the EligibleShareholder | No. ofEquity SharesAcceptedunder theBuyback | Equity SharesAccepted as a% of the totalEquity Sharesbought back | Equity SharesAccepted as a % ofthe total post BuybackEquity Share capitalof the Company | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||
| 1 | ICICI Prudential Mutual Fund (Multiple Schemes) | 1,04,90,012 | 10.49 | 0.26 | ||||||
| 2 | Life Insurance Corporation of India (Multiple Schemes) | 83,62,941 | 8.36 | 0.21 | ||||||
| 3 | NPS Trust (Multiple Schemes) | 57,32,517 | 5.73 | 0.14 | ||||||
| 4 | SBI Mutual Fund (Multiple Schemes) | 46,25,279 | 4.63 | 0.11 | ||||||
| 5 | HDFC Mutual Fund (Multiple Schemes) | 30,33,071 | 3.03 | 0.07 | ||||||
| 6 | Nippon Life India Trustee (Multiple Schemes) | 28,97,158 | 2.90 | 0.07 | ||||||
| 7 | Mirae Asset Mutual Fund (Multiple Schemes) | 28,62,319 | 2.86 | 0.07 | ||||||
| 8 | Kotak Mutual Fund (Multiple Schemes) | 28,41,596 | 2.84 | 0.07 | ||||||
| 9 | Aditya Birla Sun Life Mutual Fund (Multiple Schemes) | 28,35,693 | 2.84 | 0.07 | ||||||
| 10 | UTI Mutual Fund (Multiple Schemes) | 24,90,952 | 2.49 | 0.06 | ||||||
| 11 | Tata Mutual Fund (Multiple Schemes) | 19,94,176 | 1.99 | 0.05 | ||||||
| 12 | Government of Singapore | 18,02,276 | 1.80 | 0.04 | ||||||
| 13 | Government Pension Fund Global | 16,07,248 | 1.61 | 0.04 | ||||||
| 14 | Parag Parikh Mutual Fund (Multiple Schemes) | 15,35,330 | 1.54 | 0.04 | ||||||
| 15 | HDFC Life Insurance Company Limited | 14,77,849 | 1.48 | 0.04 | ||||||
| 16 | SBI Life Insurance Co. Ltd | 12,52,760 | 1.25 | 0.03 | ||||||
| 17 | Bajaj Allianz Life Insurance Company Ltd. | 11,63,964 | 1.16 | 0.03 | ||||||
| 4.1. | The shareholding pattern of the Company before and after completion of the Buyback is set out below:<br> | |||||||||
| --- | --- | |||||||||
| Pre-Buyback* | Post completion of theBuyback#( Cr) | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Particulars | Number ofShares | % ofshareholding | No. of Sharespost Buyback | % holdingpost Buyback | ||||||
| Promoter and Promoter Group | 54,20,29,249 | 13.05 | % | 13.37 | % | |||||
| Indian Financial Institutions/ Banks/ Mutual Funds | 1,58,92,85,995 | 38.26 | % | |||||||
| FII/ FPI/ NRIs/ ADRs/ Foreign Nationals and OCB | 1,50,29,20,368 | 36.17 | % | 86.63 | % | |||||
| Indian Public, Corporates and others | 52,01,65,737 | 12.52 | % | |||||||
| Total | **** | 4,15,44,01,349 | **** | 100.00 | **** | **** | 100.00 | **** |
All values are in Indian Rupees.
| ^*^ | As on the Record Date of the Buyback i.e., November14, 2025. |
|---|---|
| ^#^ | Basis allotment of 2,23,060 Equity Shares, pursuant to exercise of RSUs, on November 20, 2025 andextinguishment of 10,00,00,000 Equity Shares on December 4, 2025 pursuant to the Buyback. |
| --- | --- |
| 5. | MANAGER TO THE BUYBACK |
| --- | --- |
| Kotak Mahindra Capital Company Limited | |
| --- | --- |
| Address: 1st Floor, 27 BKC, Plot No. C – 27, “G” Block, Bandra Kurla Complex, | |
| Bandra (East), Mumbai 400 051, Maharashtra, India | |
| Tel | : +91 22 6218 5905 |
| Contact Person | : Mr. Ganesh Rane |
| : [email protected] | |
| Website | : https://investmentbank.kotak.com |
| SEBI Registration Number | : INM000008704 |
| Validity Period | : Permanent |
| CIN | : U67120MH1995PLC134050 |
| 6. | DIRECTORS’ RESPONSIBILITY |
| --- | --- |
As per Regulation 24(i)(a) of the Buyback Regulations, the Board of Directors of the Company accepts full responsibility for the information contained in this Post Buyback Public Announcement, and confirms that the information included herein contains true, factual and material information and does not and will not contain any misleading information. This Post Buyback Public Announcement is issued in terms of the resolution passed by the Buyback Committee on December 4, 2025.
For and on behalf of the Board of Directorsof Infosys Limited
| Sd/- | Sd/- | Sd/- | |
|---|---|---|---|
| Nandan M. Nilekani | Salil Parekh | A.G.S. Manikantha | |
| Chairman and Non-Executive | Chief Executive Officer | Company Secretary & | |
| Place: Bengaluru | and Non-Independent Director | & Managing Director | Compliance Officer |
| **Date:**December 4, 2025 | DIN: 00041245 | DIN: 01876159 | Membership No. – A21918 |