6-K
Infosys Ltd (INFY)
UNITED STATES
SECURITIESAND 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
| EXPLANATORY NOTE | 3 |
|---|---|
| SIGNATURES | 4 |
| INDEX TO EXHIBITS | 5 |
| EXHIBIT 99.1 |
2
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.
Notice to Stock Exchanges
On December 11, 2025, the Company notified the stock exchanges on which its securities trade (the “Stock Exchanges”) of the extinguishment of 10,00,00,000 (Ten Crore) fully paid-up equity shares of face value of Rs. 5/- (Rupees Five Only) each of the Company as a result of the conclusion of the Company’s buyback of its equity shares (the “Notice”). The Notice and related enclosures are attached hereto as Exhibit 99.1.
3
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 11, 2025 | Inderpreet Sawhney |
| Chief Legal Officer and Chief Compliance Officer |
4
INDEX TO EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice to Stock Exchanges |
5
EX-99.1
Exhibit 99.1
TO ALL STOCK EXCHANGES
BSE LIMITED
NATIONAL STOCK EXCHANGE OF INDIA LIMITED
NEW YORK STOCK EXCHANGE
December 11, 2025
Dear Sir/Madam,
Sub: Buyback of equity shares ofInfosys Limited (the “Company”) by way of the tender offer route
Re: Completion of extinguishment of 100,000,000 (Ten Crore) equityshares of face value of ₹5 each (“Equity Shares”) of the Company
Pursuant to the public announcement dated November 7, 2025, published on November 10, 2025 (the “Public Announcement”) and the letter of offer dated November 18, 2025 (the “Letter of Offer”), the tendering period for the Buyback of Equity Shares of the Company opened on Thursday, November 20, 2025, and closed on Wednesday, November 26, 2025 (both days inclusive).
In accordance with the provisions of Regulation 24(iv) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”), the following are the details of the Equity Shares bought back by the Company and extinguished:
| Equity share capital before<br><br><br>the said extinguishment<br><br><br>(Number of Equity Shares)^*^ | Number of Equity Shares<br>extinguished | Equity share capital after the<br>said extinguishment (Number<br>of Equity Shares) ^#^ | ||
|---|---|---|---|---|
| 4,15,44,01,349 | 100,000,000 | 4,05,46,24,409 | ||
| * | As on the Record Date of the Buyback i.e., November 14, 2025. | |||
| --- | --- | |||
| # | Inclusive of 2,23,060 Equity Shares, allotted pursuant to exercise of RSUs. | |||
| --- | --- |
The terms used but not defined in this letter shall have the same meaning as assigned in the Public Announcement and the Letter of Offer.
In accordance with Regulation 11(iv) of the Buyback Regulations, we have enclosed a copy of the certificate dated December 9, 2025, issued as per Regulation 11(iii) of the Buyback Regulations relating to the above extinguishment of 100,000,000 Equity Shares, as Annexure A.
The above information is also available on the Company’s website at www.infosys.com.
This is for your information and records.
Yours sincerely,
For Infosys Limited
/s/ A.G.S. Manikantha
A.G.S. Manikantha
Company Secretary
Membership No: A21918
| INFOSYS LIMITED<br> <br>CIN:<br>L85110KA1981PLC013115<br> <br><br> <br>44, Infosys Avenue<br><br><br>Electronics City, Hosur Road<br> <br>Bengaluru 560 100, India<br><br><br>T 91 80 2852 0261<br> <br>F 91 80 2852 0362<br><br><br><br> <br>investors@infosys.com<br><br><br>www.infosys.com |
|---|
Annexure A
December 09, 2025
CERTIFICATE OF EXTINGUISHMENT OF EQUITY SHARES BOUGHT BACK BY
INFOSYS LIMITED (THE “COMPANY”)
The certificate is being issued pursuant to the requirements of Regulation 11 of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (‘Buyback Regulations’).
Pursuant to the Public Announcement dated November 07, 2025 published on November 10, 2025, and Letter of Offer dated November 18, 2025, the tendering period for the buy-back of fully paid-up equity shares of face value of ₹5 (Rupees Five) each (the ‘Equity Shares’) from the equity shareholders I beneficial owners of Equity Shares as on the record date i.e. Friday, November 14, 2025, on a proportionate basis by way of the tender offer route as prescribed under the Buyback Regulations, through stock exchange mechanism opened on Thursday, November 20, 2025 and closed on Wednesday, November 26, 2025 (both days inclusive) (the ‘Tendering Period’).
The following are the details of the Equity Shares bought back by the Company during the said Tendering Period and extinguished/ destroyed.
| A. | The equity shares extinguished in dematerialized form are as under | ||||||
|---|---|---|---|---|---|---|---|
| Name of the<br><br><br>Depository | DP Name<br><br><br>and DP<br> <br>ID | Client ID | Date of<br>Extinguishment | No. of Equity<br>Shares<br>Extinguished | |||
| --- | --- | --- | --- | --- | --- | --- | --- |
| National Securities Depository Limited - NSDL | Kotak Securities Limited IN300214 | 27962577 | December 4, 2025 | 10,00,00,000 | |||
| B. | The details of equity shares extinguished in physical form: No equity shares were tendered in physical form,<br>and therefore, no Equity Shares were extinguished in physical form. | ||||||
| --- | --- | ||||||
| C. | The total equity shares extinguished are as under: | ||||||
| --- | --- | ||||||
| Total Number of Equity Shares Extinguished (A + B) | 10,00,00,000 | ||||||
| --- | --- |
This is to certify that the above Equity Shares of the Company were extinguished in compliance with the provisions of Regulation 11 of the Buyback Regulations and Securities and Exchange Board of India (Depository and Participants) Regulations, 2018 as amended and the by-laws framed thereunder.
This is for your information and records.
| INFOSYS LIMITED<br> <br>CIN:<br>L85110KA1981PLC013115<br> <br><br> <br>44, Infosys Avenue<br><br><br>Electronics City, Hosur Road<br> <br>Bengaluru 560 100, India<br><br><br>T 91 80 2852 0261<br> <br>F 91 80 2852 0362<br><br><br><br> <br>investors@infosys.com<br><br><br>www.infosys.com | |
|---|---|
| For Infosys Limited | For Infosys Limited |
| --- | --- |
| /s/ Nandan M. Nilekani | /s/ Salil Parekh |
| Nandan M. Nilekani | Salil Parekh |
| Chairman and Non-Executive | Managing Director & CEO |
| and Non-Independent Director | DIN: 01876159 |
| DIN: 00041245 | Place: USA |
| Place: Bengaluru | |
| For Makarand M. Joshi & Co. | For KFin Technologies Limited |
| Company Secretaries | Registrar to the Buyback |
| ICSI UIN: P2009MH007000 | |
| Peer Review Cert. No.: 6832/2025 | |
| /s/ Makarand M Joshi | /s/ C Shobha Anand |
| Makarand M Joshi | Name: C Shobha Anand |
| Partner | Designation: Vice President |
| FCS: 5533 | Place: Hyderabad |
| COP: 3662 | |
| Place: Mumbai |
Enclosure:
| • | Confirmation from the National Securities Depository Limited regarding the extinguishment of equity <br>shares held in dematerialized form |
|---|---|
| INFOSYS LIMITED<br> <br>CIN:<br>L85110KA1981PLC013115<br> <br><br> <br>44, Infosys Avenue<br><br><br>Electronics City, Hosur Road<br> <br>Bengaluru 560 100, India<br><br><br>T 91 80 2852 0261<br> <br>F 91 80 2852 0362<br><br><br><br> <br>investors@infosys.com<br><br><br>www.infosys.com | |
| --- | |
| National Securities Depository Limited | |
| --- | |
| Ref: II/CA/COM/123099/2025 | December 04, 2025 |
| --- | --- |
Mr. Manikantha A.G.S
Company Secretary & Compliance Officer
Infosys Limited
Plot No. 44, Electronics City
Hosur Road
Bangalore - 560100
Sub : Buy-back (tender offer)
Dear Sir,
As per the corporate action(s) executed by your R&T Agent/Registry Division viz; KFIN TECHNOLOGIES LIMITED.. , Equity Shares were credited/debited to the account(s) in the NSDL system, details of which are given below:
| ISIN | ISIN Description | D/C | Records | Quantity | Execution Date |
|---|---|---|---|---|---|
| INE009A01021 | INFOSYS LIMITED EQ FV RS 5 | Debit | 1 | 100,000,000.000 | 04/Dec/2025 |
You may contact your R&T Agent/ Registry Division for further details in this regard.
Your faithfully,
Rakesh Mehta
Vice President
Digitally Signed By
Name: RAKESH M MEHTA
Date: 04/12/2025 14:26:07
Reason: Authentication
Location: NSDL, Mumbai
| 3^rd^ - 7^th^ Floor, Naman Chambers,<br>Plot C32, G - Block, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051, India<br> <br>Tel.: 91-22-69448400 | CIN- L74120MH2012PLC230380 | Email:<br>Info@nsdl.com | Web: www.nsdl.co.in |
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