SEC Form SC TO-C filed by Infosys Limited

A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer per General Instruction D of Schedule TO.

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

[Logo of the Company to be included in the final Letter of Offer]

Registered Office: No. 44, Electronics City, Hosur Road, Bengaluru, Karnataka, 560100

CIN: L85110KA1981PLC013115

Tel: +91 80 28520261 (Extn: 67775), Fax: +91 80 28520362

Website: www.infosys.com, E-mail: [email protected]

Contact Person: A.G.S. Manikantha, Company Secretary; E-mail: [email protected]

1)  The Buyback is being undertaken in accordance with Article 14 of the Articles of Association of the Company, and the provisions of Sections 68, 69 and 70 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), the relevant rules framed thereunder including the Share Capital Rules, the Management Rules, to the extent applicable, the LODR Regulations (as defined hereinafter) and including any amendments, statutory modification or re-enactments thereof, for the time being in force, in compliance with the Buyback Regulations read with SEBI Circulars (as defined hereinafter) and subject to such other approvals, permissions, sanctions and exemptions as may be necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such approvals, permissions, sanctions and exemptions, which may be agreed to by the Board of Directors of the Company (“Board”, which expression shall include any committee constituted/to be constituted by the Board to exercise its powers), and on the terms and conditions (which may be modified based on regulatory requirements).

2)  The Buyback is further subject to approvals, permissions, consents, exemptions and sanctions as may be necessary, and subject to such conditions and modifications, if any, from time to time from statutory, regulatory or governmental authorities as required under applicable laws, including but not limited to Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the Equity Shares of the Company are listed i.e. the BSE Limited (“BSE”) and The National Stock Exchange of India Limited (“NSE”) (collectively, “Indian Stock Exchanges”).

3)  The Buyback Offer Size (as defined hereinafter) represents 24.31% and 21.68% of the aggregate of the total paid-up share capital and free reserves of the Company based on the latest audited interim condensed financial statements of the Company as at June 30, 2025 on a standalone basis and consolidated basis, respectively. As per Regulation 4(i) of the Buyback Regulations, the Buyback Offer Size is within the statutory limit of 25% of the aggregate of the fully paid-up capital and free reserves of the Company based on the last standalone and consolidated financial statements of the Company.

4)  The Letter of Offer is sent through electronic means to all the Equity Shareholders of the Company as on the Record Date i.e. [•] (“Eligible Shareholders”) in accordance with the Buyback Regulations and such other circulars or notifications, as may be applicable. Further, in terms of Regulation 9(ii) of the Buyback Regulations, if the Company receives a request from any Eligible Shareholder to dispatch a copy of the Letter of Offer in physical form, the same shall be provided.

5)  For details of the procedure for Acceptance (defined below), please refer to the “Procedure for Tender/Offer and Settlement” on page 52 of this Letter of Offer. The Form of Acceptance-cum-Acknowledgement (the “Tender Form”) along with the share transfer form (“Form SH-4”) is enclosed together with this Letter of Offer.

6)  For details of the procedure for Acceptance, please refer to the “Process and Methodology for the Buyback” on page 48 of this Letter of Offer. For mode of payment of cash consideration to the Eligible Shareholders, please refer to “Procedure for Tender/ Offer and Settlement - Method of Settlement” on page 57 of this Letter of Offer.

7)  A copy of the Public Announcement (defined below) and the Letter of Offer (including the Tender Form and SH-4) are expected to be available on the website of SEBI (www.sebi.gov.in), Company (www.infosys.com), NSE (www.nseindia.com), BSE (www.bseindia.com), Registrar to the Buyback (www.kfintech.com) and Manager to the Buyback (https://investmentbank.kotak.com).

8)  Eligible Shareholders are advised to read this Letter of Offer and in particular refer to “Details of the Statutory Approvals” and “Note on Taxation” on pages 46 and 59 of this Letter of Offer, respectively, before tendering their Equity Shares in the Buyback.

[Logo of the Manager to the Buyback to be included in the final Letter of Offer]

Kotak Mahindra Capital Company Limited

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: [email protected]

Website: https://investmentbank.kotak.com

SEBI Registration Number: INM000008704

Validity Period of registration: Permanent

Corporate Identity Number: U67120MH1995PLC134050

[Logo of the Registrar to the Buyback to be included in the final Letter of Offer]

KFin Technologies Limited

Selenium, Tower B, Plot No. 31 and 32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad 500 032, Telangana, India

Tel: +91 40 6716 2222; Fax: +91 40 6716 1563

Toll Free Number:+91 18003094001

Contact person: Mr. M.Murali Krishna

Email: [email protected]

Investor Grievance Email: [email protected]

Website: www.kfintech.com

SEBI Registration Number: INR000000221

Validity Period of registration: Permanent

Corporate Identity Number: L72400MH2017PLC444072

ELIGIBLE SHAREHOLDERS CAN ALSO CHECK THEIR ENTITLEMENT ON THE WEBSITE OF THE REGISTRAR TO THE BUYBACK BY FOLLOWING THE STEPS GIVEN BELOW:

1) Click on [https://kosmic.kfintech.com/karisma/buybackofferv2.aspx]

2) Select the name of the Company – ‘Infosys Limited – Buyback 2025’

3) Select holding type – “Physical” or “NSDL” or “CDSL”

4) Based on the option selected above, enter your “Folio Number” or “NSDL DPID/Client ID” or “CDSL Client ID”

5) Enter the Security code and click on Submit

6) The entitlement will be provided in the pre-filled ‘FORM OF ACCEPTANCE-CUM ACKNOWLEDGEMENT’

Summary of the Buyback Process for Eligible Shareholders

Tendering Equity Shares in the

Buyback

SCHEDULE OF ACTIVITIES

DEFINITIONS OF KEY TERMS

DISCLAIMER CLAUSE

TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING

DETAILS OF THE PUBLIC ANNOUNCEMENT

DETAILS OF THE BUYBACK

AUTHORITY FOR THE BUYBACK

NECESSITY / OBJECTIVE OF THE BUYBACK

MAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES TO BUYBACK

MAXIMUM AMOUNT REQUIRED UNDER THE BUYBACK

MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY

BUYBACK PRICE AND BASIS OF DETERMINING THE PRICE OF THE BUYBACK

SOURCES OF FUNDS FOR THE BUYBACK

DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN

FIRM FINANCING ARRANGEMENTS

CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

BRIEF INFORMATION OF THE COMPANY

FINANCIAL INFORMATION ABOUT THE COMPANY

STOCK MARKET DATA

DETAILS OF STATUTORY APPROVALS

DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES

PROCESS AND METHODOLOGY FOR THE BUYBACK

PROCEDURE FOR TENDER / OFFER AND SETTLEMENT

NOTE ON TAXATION

DECLARATION BY THE BOARD OF DIRECTORS

AUDITOR’S CERTIFICATE

DOCUMENTS FOR INSPECTION

DETAILS OF THE COMPLIANCE OFFICER

DETAILS OF THE REMEDIES AVAILABLE TO THE ELIGIBLE SHAREHOLDERS

DETAILS OF INVESTOR SERVICE CENTRE

DETAILS OF THE MANAGER TO THE BUYBACK

DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION IN THE OFFER DOCUMENT

OFFER FORM

SCHEDULE OF ACTIVITIES

Sr. No.

Activity

Date

Day

DEFINITIONS OF KEY TERMS

DISCLAIMER CLAUSE

As required under the Buyback Regulations, a copy of this Letter of Offer has been submitted to SEBI.

It is to be distinctly understood that submission of this Letter of Offer to SEBI should not, in any way be deemed or construed that the same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the financial soundness of the Company to meet the Buyback commitments or for the correctness of the statements made or opinions expressed in this Letter of Offer. The Manager to the Buyback, Kotak Mahindra Capital Company Limited has, by certificate issued to SEBI dated [•], 2025, certified that the disclosures made in the Letter of Offer are generally adequate and are in conformity with the provisions of the Act and Buyback Regulations. This requirement is to facilitate investors to take an informed decision for tendering their Equity Shares in the Buyback.

It should also be clearly understood that while the Company is primarily responsible for the correctness, adequacy and disclosure of all relevant information in this Letter of Offer, the Manager to the Buyback is expected to exercise due diligence to ensure that the Company discharges its duty adequately in this behalf and towards this purpose, the Manager to the Buyback, Kotak Mahindra Capital Company Limited has furnished to SEBI a due diligence certificate dated [•], 2025, in accordance with the Buyback Regulations which reads as follows:

The Public Announcement and the Letter of Offer are in conformity with the documents, materials and papers relevant to the Buyback Offer;

All the legal requirements connected with the said Buyback Offer including the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended, have been duly complied with;

The disclosures in the Public Announcement and the Letter of Offer are, to the best of our knowledge, true, fair and adequate in all material respects for the Eligible Shareholders to make a well informed decision in respect of the captioned Buyback Offer;

Funds used for Buyback shall be as per the provisions of the Companies Act, 2013, as amended.”

The filing of the Letter of Offer with SEBI, does not, however, absolve the Company from any liabilities under the provisions of the Act or from the requirement of obtaining such statutory or other clearances as may be required for the purpose of the proposed Buyback.

The Board of Directors declare and confirm that no information / material likely to have a bearing on the decision of Eligible Shareholders has been suppressed / withheld and / or incorporated in the manner that would amount to mis-statement / mis-representation and in the event of it transpiring at any point of time that any information / material has been suppressed / withheld and / or amounts to a mis-statement / mis-representation, the Board of Directors and the Company shall be liable for penalty in terms of the provisions of the Act and the Buyback Regulations.

The Board of Directors also declare and confirm that funds borrowed from banks and financial institutions, if any, will not be used for the Buyback.

This Letter of Offer does not and will not in any way constitute an offer to sell, or an invitation to sell, any securities, in any jurisdiction in which such offer or invitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. This Letter of Offer has been prepared for the purposes of compliance with the Buyback Regulations. Accordingly, the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of India. The Company and the Manager to the Buyback are under no obligation to update the information contained herein at any time after the date of

Forward Looking Statements

The Buyback is in relation to the securities of an Indian company and is subject to Indian laws and disclosure requirements. It is important for Shareholders in the United States (U.S.) to be aware that this document is subject to tender offer laws and regulations in India, which are different from those in the U.S.; and has been prepared in accordance with Indian format and style, which differs from customary U.S. format and style. Financial information included in this Letter of Offer or in other documents relating to the Buyback has been prepared in accordance with the provisions of the Act and the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015, and thus may not be comparable to financial information of companies in the U.S. or other companies whose financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles. The Buyback will remain open for a fixed period of 5

The receipt of cash pursuant to the Buyback by an Eligible Shareholder may be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws. Each Eligible Shareholder is urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for Shareholders in the U.S. to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Buyback, since the Company is incorporated in a country other than the U.S. and some or all of its officers and directors may be residents of a country other than the United States. Shareholders in the U.S. may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel the Company or its affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.

Neither the SEC nor any state securities commission of the U.S. has approved or disapproved the Buyback or passed any comment upon the adequacy or completeness of this Letter of Offer. Any representation to the contrary is a criminal offence in the U.S.

The Company expresses no opinion as to whether the Eligible Shareholders should participate in the Offer and, accordingly, Eligible Shareholders are advised to consult their own advisors to consider participation in the Offer.

TEXT OF THE RESOLUTION PASSED AT THE BOARD MEETING

To seek all regulatory approvals, if any.

To initiate all necessary actions for preparation and amendments of notice to the general meeting or the postal ballot notice, as applicable, issue of the public announcement, letter of offer and other related documents;

To intimate all necessary actions with respect to opening, operating and closure of necessary accounts including escrow account with a bank, issuing bank guarantee, availing banking credit facility from bank/s (non-fund based limits and/or fund based limits), or depositing acceptable securities with appropriate margin with the merchant bankers, entering into agreement(s);

To decide and announce the Record Date and entitlement ratio for the purpose of Buyback.

To file the public announcement, the certificates for declaration of solvency, letter of offer and other related documents;

To make any corrections, amendments, deletions, additions to the public announcement advertisements, letter of offer or any other documents in relation to the Buyback and filing / publishing / submitting the revised public announcement and any other public notices or other documents in relation to the Buyback, as required by relevant authorities;

To deal with Indian Stock Exchanges (including their clearing corporations) where the equity shares of the Company are listed, and to sign, execute and deliver such documents as may be necessary or desirable in connection with implementation of the Buyback using the “Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016 and SEBI circular SEBI/HO/CFD/DCRIII/CIR/P/2021/615 dated August 13, 2021 and SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 8, 2023 including any further amendments thereof.

To give any information, explanation, declarations and confirmations in relation to the public announcement or the letter of offer and any other advertisements, as may be required by the relevant authorities including SEBI and U.S. Securities and Exchange Commission (“SEC”);

To decide on the time-table from the opening of the offer till the extinguishment of the shares.

To decide the ‘designated stock exchange’ for the Buyback for the implementation of the Buyback and making decisions in connection with and settlement of the remuneration for such persons/ intermediaries/agencies including the payment of commission, brokerage, fee, charges etc.

To carry out management discussion and analysis on the likely impact of the Buyback on the Company’s earnings, public holdings, holdings of NRIs/FIIs, etc., and change in management structure.

To withdraw, postpone or to decide not to proceed with the Buyback prior to publishing the public announcement for the Buyback;

To address any queries that may arise in relation to the implementation of the Buyback;

To sign and execute the documents as may be necessary with regard to the Buyback;

To finalize the terms of the Buyback such as finalizing the date of opening and closing of the Buyback;

To extinguish the share certificates and filing of certificates of extinguishment in connection with the Buyback on behalf of the Board, within the time limit specified under the Buyback Regulations;

To make and file ‘Compliance Certificate’ as required under the Buyback Regulations;

To establish Investor Service Centre/s;

To verify offer/acceptances received, finalize the basis of acceptance, issue rejection letters, if any, make payment to the shareholders for the consideration for shares bought back pursuant to the Buyback, determine and make payment of taxed in connection with the Buyback;

To file ‘Return of Buyback’ with Registrar of Companies, SEBI and other statutory authorities;

To maintain ‘Register of Securities bought back’;

To take appropriate action for the removal of difficulties if any and to decide on all matters in connection with or incidental to, the implementation of the Buyback;

To authorize the merchant bankers, Registrar or other agencies appointed for the purpose of buyback to carry out any of the above activities;

To sign, execute and deliver such documents as may be necessary or desirable in connection with or incidental to the Buyback including, but not limited to, certified copies of all resolutions passed by the Board in connection with the Buyback; and

To do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary, expedient, usual or proper.

That immediately following the date of the board meeting held on September 11, 2025 and the date of the members’ resolution for approving the Buyback, there will be no grounds on which the Company can be found unable to pay its debts.

That as regards the Company’s prospects for the year immediately following the date of the board meeting held on September 11, 2025 as well as for the year immediately following the date of passing of the members’ resolution and having regard to the Board’s intentions with respect to the management of the Company’s business during that year and to the amount and character of the financial resources, which will, in the Board’s view, be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of the board meeting and also from the date of passing of the members’ resolution.

In forming its opinion aforesaid, the Board has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Act and the Insolvency and Bankruptcy Code, 2016, as amended.

All the Equity Shares for Buyback are fully paid-up;

Subject to applicable law, the Company shall not issue any shares or other specified securities including by way of bonus issue till the expiry of the Buyback Period, except in discharge of subsisting obligations through stock option schemes, or conversion of preference shares or debenture into Equity Shares. Relevant details and the potential impact of such subsisting obligations shall be disclosed in the public announcement;

Subject to applicable law, the Company shall not raise further capital for a period of one year from the expiry of the Buyback Period, except in discharge of subsisting obligations;

The Company, as per the provisions of Section 68(8) of the Act, will not make any further issue of the same kind of shares or other securities including allotment of new shares under Section 62(1)(a) of the Act or other specified securities within a period of six months after the completion of the Buyback except by way of bonus shares or equity shares issued in order to discharge subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into Equity Shares;

The Company shall not buyback locked-in Equity Shares and non-transferable equity shares till the pendency of the lock-in or till the Equity Shares become transferable;

The Company shall not buyback its equity shares from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback;

There are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or interest thereon or redemption of preference shares or payment of dividend or repayment of any term loans or interest payable thereon to any financial institution or banking company, as the case may be;

That the Company has been in compliance with Sections 92, 123, 127 and 129 of the Act;

That funds borrowed from Banks and Financial Institutions will not be used for the Buyback;

The aggregate amount of the Buyback i.e. ₹ 18,000 crore (Rupees Eighteen Thousand crore only) does not exceed 25% of the total paid-up capital and free reserves of the Company as per the audited interim condensed standalone and the consolidated financial statements of the Company as on June 30, 2025;

The number of equity shares proposed to be purchased under the Buyback i.e. 10,00,00,000 (Ten crore), does not exceed 25% of the total number of equity shares in the paid-up equity share capital as on June 30, 2025;

The Company shall not make any offer of buyback within a period of one year reckoned from the date of expiry of the Buyback Period, subject to applicable laws;

The Buyback will not be in contravention of Regulation 4(vii) of Buyback Regulations, i.e. the Company has not made the offer of Buyback within a period of one year reckoned from the date of expiry of buyback period of the preceding offer of buyback;

There is no pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Act, as on date;

The Company shall earmark and make arrangements for adequate sources of funds for the purpose of the Buyback in accordance with the Buyback Regulations;

The Company will not directly or indirectly purchase its own Equity Shares: or other specified securities:

Through any subsidiary company including its own subsidiary companies; or

Through any investment company or group of investment companies.

Consideration of the Equity Shares bought back by the Company will be paid only by way of cash;

The Buyback will not result in delisting of the Equity Shares from BSE Limited and National Stock Exchange of India Limited;

As on date, the ratio of the aggregate of secured and unsecured debts owed by the Company is not and shall not be more than twice the paid-up share capital and free reserves based on lower of the audited interim condensed standalone or consolidated financial statements of the Company as on June 30, 2025;

The buyback offer shall not be withdrawn once the public announcement is made;

The Company shall transfer from its free reserves or securities premium account and/ or such sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares purchased through the Buyback to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited financial statements;

The Company shall ensure consequent reduction of its share capital post Buyback and the Equity Shares bought back by the Company will be extinguished and physically destroyed (if applicable) in the manner prescribed under the Buyback Regulations and the Act within the specified timelines; and

The Company does not have any outstanding debt from lenders. Accordingly, the Company is not required to obtain the prior consent of its lenders for breach of any covenant with such lenders.

DETAILS OF THE PUBLIC ANNOUNCEMENT

In accordance with Regulation 7(i) of the Buyback Regulations, the Company has made the Public Announcement dated [•], 2025, which was published in the following newspapers on [•], 2025:

Sr. No.

1.

2.

3.

The Public Announcement was issued within 2 (two) Working Days from the date of declaration of results of the postal ballot i.e. [•], for special resolution passed by the Equity Shareholders approving the Buyback.

The Company will publish further notices or corrigenda, if any, in the above mentioned newspapers. A copy of the Public Announcement dated [•], 2025, published on [•], 2025 is available on the website of SEBI (www.sebi.gov.in), Company (www.infosys.com), NSE (www.nseindia.com), BSE (www.bseindia.com), Registrar to the Buyback (https://kosmic.kfintech.com/karisma/buybackofferv2.aspx) and the Manager to the Buyback (https://investmentbank.kotak.com).

On the date of the Public Announcement and within one business day of the date of the dispatch of the Postal Ballot Notice, the Company had placed advertisements and on the date of dispatch of this Letter of Offer it shall place an advertisement in the print edition of The New York Times to draw the attention of U.S. shareholders to enable their participation in the Buyback.

After dispatch of the Letter of Offer, the Company will publish an advertisement in all editions of the [•], an English daily and all editions of [•], Hindi national daily, and Bengaluru edition of [•], a regional language Kannada daily to inform the Eligible Shareholders about the completion of dispatch of Letter of Offer. The dispatch advertisement will also include the link for shareholders to check their entitlement under the Buyback.

DETAILS OF THE BUYBACK

The Buyback has been authorized by a resolution of the Board of Directors on September 11, 2025. The Board had sought approval of the shareholders of the Company for Buyback, by a special resolution, through notice of postal ballot dated September 25, 2025 (“Postal Ballot Notice”), the results of which were announced on [•], 2025. The shareholders of the Company have approved the Buyback by special resolution. The details of the Buyback are set out below:

The Equity Shares of the Company are listed on NSE and BSE. Further, the ADS of the Company are listed on the New York Stock Exchange.

The Buyback from the Eligible Shareholders who are Non-Resident Shareholders, shall be subject to such approvals, if any and to the extent necessary or required from the concerned authorities, including approvals from the RBI under the FEMA and that such approvals shall be required to be taken by such Non-Resident Shareholders.

The Buyback would involve reservation for Small Shareholders which will be 15% of the number of Equity Shares that the Company proposes to Buyback, or their entitlement, whichever is higher.

Aggregate shareholding of the promoters and promoter group as on the date of the Public Announcement i.e [●], 2025:

Name

A. Promoters

B. Promoter group

Aggregate shareholding of the directors of promoter as on the date of the Public Announcement i.e [●], 2025: The Company does not have any corporate promoter.

The aggregate shareholding of the directors and key managerial personnel of the Company as on the date of the Public

Sr. No.

Name

Designation

1.

2.

3.

4.

5.

6.

7.

8.

9.

Total (A)

1.

2.

3.

4.

Total (B)

Total (A+B)

The aggregate American Depositary Receipts (“ADRs”) held by the directors and key managerial personnel of the Company as on the date of the Public Announcement i.e [•], 2025:

Sr. No.

Name

Designation

1.

Total

The aggregate Restricted Stock Units (“RSUs”) and Employee Stock Options (“Options”) held by the directors and key managerial personnel of the Company as on the date of the Public Announcement i.e [•], 2025:

Sr. No.

Name

Designation

Type of stock incentive

A. Director

1.

Total (A)

B. Key managerial personnel

2.

3.

4.

5.

Total (B)

Total (A+B)

No Equity Shares of the Company have been purchased/sold by any Promoter / Promoter Group, directors and key managerial personnel of the Company during the period from the 12 months preceding the date of the Public Announcement and till the date of this Letter of Offer, except for the following transactions:

Sr.
No.

Name

Aggregate no. of
Equity Shares
purchased or
sold

Nature of
Transaction

Maximum
price per
Equity Share
(₹)

Date of
maximum
price

Minimum
price per
Equity Share
(₹)

Date of
minimum
price

Sr.
No.

Name

Aggregate no. of
Equity Shares
purchased or
sold

Nature of
Transaction

Maximum
price per
Equity Share
(₹)

Date of
maximum
price

Minimum
price per
Equity Share
(₹)

Date of
minimum
price

Represents sale in connection with exercise of RSUs

Represents average purchase price

No ADRs of the Company have been purchased / sold by directors and key managerial personnel of the Company during the 12 months preceding the date of the Public Announcement and till the date of this Letter of Offer, except for the following transactions:

Sr. No.

Name

Aggregate no.
of RSUs and
Options
purchased or sold

Nature of
Transaction

Maximum
price

Date of
maximum
price

Minimum
price

Date of
minimum
price

Exercise of ADR

RSUs

Represents sale in connection with exercise of RSUs

Details of RSUs and Options exercised by directors and key managerial personnel of the Company during the 12 months preceding the date of the Public Announcement and till the date of this Letter of Offer:

Sr.
No.

Name

Nature of
Transaction

1.

2.

3.

4.

5.

Intention of promoter and promoter group to participate in Buyback:

In terms of the Buyback Regulations, under the tender offer route, the Promoter and Promoter Group have the option to participate in the Buyback. In this regard, the Promoter and Promoter Group of the Company have expressed their intention of not participating in the Buyback vide their letters dated September 14, 2025, September 16, 2025, September 17, 2025, September 18, 2025 and September 19, 2025.

The date and price of the acquisition and other details of the Equity Shares held by the promoter and promoter group who are intending to tender their shares: Not applicable.

Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the Promoters and Promoter Group in the Company which constitutes 13.05% as on date of the Public Announcement, may change. We confirm that after the completion of the Buyback, the public shareholding of the Company shall not fall below the minimum level required as per Regulation 38 of the LODR Regulations. Any such change in the voting rights of the Promoters and Promoter Group post conclusion of buyback will not result in any change in control over the Company.

AUTHORITY FOR THE BUYBACK

This Buyback is being undertaken in accordance with Article 14 of the Articles of Association of the Company, Sections 68, 69, 70 and other applicable provisions, if any, of the Act, the relevant rules framed thereunder, including the Share Capital Rules, and the Management Rules, to the extent applicable, and the Buyback Regulations.

Given the Company’s class of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended, and the shareholding of U.S. residents by way of ADSs and Equity Shares, it was necessary for the Company to seek and obtain exemptive relief from the SEC on certain aspects of the tender offer procedures, due to conflicting regulatory requirements between Indian and U.S. laws for tender offer buybacks, and the same has been obtained post the Board’s approval for the Buyback.

This Buyback is further subject to approvals, permissions and sanctions as may be necessary, from time to time from statutory, regulatory or governmental authorities as required under applicable laws, including but not limited from RBI, SEBI and/or the Indian Stock Exchanges.

The Board at its meeting dated September 11, 2025 passed a resolution approving the Buyback of Equity Shares of the Company and sought approval of its Shareholders, by a special resolution, through a Postal Ballot Notice dated September 25, 2025. The Shareholders of the Company have approved the Buyback by way of a special resolution, through the postal ballot concluded on [•].

NECESSITY / OBJECTIVE OF THE BUYBACK

The Buyback is being undertaken by the Company after taking into account the strategic and operational cash needs in the medium term and the need for returning surplus funds to the members in an effective and efficient manner in line with its capital allocation policy. The financial parameters / internal factors that shall be considered include, but are not limited to:

Expected cash requirements of the Company towards working capital, investments in AI and other areas, capital expenditure in technology and infrastructure etc.;

Investments required towards execution of the Company’s strategy;

Funds required for any acquisitions that the Board may approve;

Minimum cash required for contingencies or unforeseen events;

Any other significant developments that require cash investments

The expected cash generation and strong balance sheet position of the Company allows it to reward its members, while retaining sufficient capital for business requirements. Since 2017, the Company has undertaken multiple buybacks, which, along with regular and special dividends has enabled the Company to distribute the surplus cash to shareholders in a predictable and efficient manner.

As of June 30, 2025, the Company had consolidated cash and investments (comprising of cash and cash equivalents, current and non- current investments excluding investments in equity and preference shares and others) of ₹ 45,204 crore.

The Buyback is being undertaken for the following reasons:

The Buyback will help the Company to return surplus cash to its members, in line with the stated Capital Allocation Policy;

The Buyback is expected to improve return on equity through distribution of cash and improve earnings per share by reduction in the equity base in the long term, thereby leading to long term increase in members’ value;

The Buyback gives an option to all the members of the Company as on the Record Date, either to sell their Equity Shares and receive cash or not to sell their Equity Shares and get a resultant increase in their percentage shareholding in the Company post the Buyback, without additional investment; and

The Buyback, which is being implemented through the Tender Offer route would involve allocating to the Small Shareholders the higher of: (a) the number of shares entitled as per their shareholding; or (b) 15% of the number of shares to be bought back, as per Regulation 6 of the Buyback Regulations. The Company believes that this reservation for small shareholders would benefit a large number of the Company’s public shareholders, who would be classified as “Small Shareholders”.

As per the stated Capital Allocation Policy, “Effective from financial year 2025, the Company expects to continue its policy of returning approximately 85% of the free cash flow cumulatively over a 5-year period through a combination of semi-annual dividends and/or share buyback/ special dividends, subject to applicable laws and requisite approvals, if any”. Under this policy, the Company expects to progressively increase its annual Dividend Per Share (excluding special dividend if any). In line with the above Capital Allocation Policy, the Buyback is expected to create long term value for the shareholders with a reduction in the equity base.

MAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES TO BUYBACK

The indicative number of Equity Shares at the Buyback Price and the Buyback Offer Size bought back would be 10,00,00,000 (Ten crore) Equity Shares, comprising approximately 2.41% of the total paid-up equity share capital of the Company as of June 30, 2025 (on a standalone basis).

MAXIMUM AMOUNT REQUIRED UNDER THE BUYBACK

The amount of funds required for the Buyback will aggregate to ₹ 18,000 crore (Rupees Eighteen Thousand Crore only), being 24.31% and 21.68% of the aggregate of the total paid-up share capital and free reserves of the Company on a standalone and consolidated basis, respectively, which is less than 25% of the aggregate of the total paid-up share capital and free reserves of the Company based on the latest audited interim condensed financial statements of the Company as at June 30, 2025 on a standalone basis and consolidated basis.

The Buyback Offer Size does not include any expenses or transaction costs incurred or to be incurred for the Buyback, such as, brokerage, filing fees, advisory fees, intermediaries’ fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses.

The funds for the implementation of the proposed Buyback will be sourced out of the free reserves and securities premium account of the Company or such other source as may be permitted by the Buyback Regulations or the Act. Borrowed funds from banks and financial institutions, if any, will not be used for the Buyback.

MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY

The Company believes that the Buyback is not likely to cause any material impact on the profitability or earnings of the Company except to the extent of reduction in the amount available for investment, which the Company could have otherwise deployed towards generating investment income until eventual distribution to shareholders as per the Capital Allocation Policy. Assuming full response to the Buyback, the funds deployed by the Company towards the Buyback would be up to ₹ 18,000 Crore (Rupees Eighteen Thousand Crore only), excluding Transaction Costs. This shall impact the investment income earned by the Company, on account of the reduced amount of funds available for investments.

In terms of the SEBI Buyback Regulations, under the Tender Offer route, the Promoter and Promoter Group have an option to participate in the Buyback. In this regard, the Promoter and Promoter group have expressed their intention to not participate in the Buyback vide their letters dated September 14, 2025, September 16, 2025, September 17, 2025, September 18, 2025 and September 19, 2025. Assuming participation in the Buyback is to the extent of 100% (full acceptance) from all the other Eligible Shareholders up to their Buyback Entitlement, the aggregate shareholding of the Promoters and members of the Promoter Group after the completion of the Buyback shall increase to 13.37% of the post- Buyback total paid-up Equity Share capital of the Company from 13.05% of the pre-Buyback total paid-up Equity Share capital of the Company (as on the date of the Public Announcement), and the aggregate shareholding of the public in the Company shall change to 86.63% of the post- Buyback total paid-up Equity Share capital of the Company from 86.95% of the pre- Buyback total paid-up Equity Share capital of the Company.

The Buyback is not expected to result in a change in control or otherwise affect the existing management structure of the Company.

Consequent to the Buyback and based on the number of Equity Shares bought back from the Non-Resident Shareholders, Indian financial institutions, banks, mutual funds and the public including other bodies corporate, the shareholding of each such person shall undergo a change. The FIIs/FPIs are advised to ensure that their investment in the Company continues to be within the limit prescribed under applicable laws, post completion of the Buyback.

The Company believes that the Buyback will not impact the growth opportunities of the Company.

The Buyback is expected to improve return on equity through distribution of cash and improve earnings per share by reduction in the equity base in the long term, thereby leading to long term increase in members’ value.

As on the date of this Letter of Offer, the Company does not have any outstanding debt from lenders. Accordingly, the Company confirms that the ratio of the aggregate of secured and unsecured debts owed by the Company is not and shall not be more than twice the paid-up share capital and free reserves based on lower of the audited interim condensed standalone or consolidated financial statements of the Company as on June 30, 2025.

The Company shall not raise further capital for a period of 1 (one) year from the expiry of the Buyback Period except in discharge of its subsisting obligations.

Subject to applicable law, the Company shall not issue any Equity Shares or other specified securities including by way of bonus issue till the expiry of the Buyback Period, except in discharge of subsisting obligations through conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares. Relevant details and the potential impact of such subsisting obligations have been disclosed in the Public Announcement.

There are no defaults subsisting in the repayment of deposits or interest payment thereon, redemption of debentures or interest payment thereon or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company, in the last three years.

The Company is not undertaking the Buyback so as to delist its shares from the Indian Stock Exchanges.

Salient financial parameters pursuant to the Buyback based on the audited standalone and consolidated financial statements of the Company are set out below:

Parameters (based on audited standalone financial statements as
at March 31, 2025)

Basic Earnings per share (in ₹) ⁽¹⁾

Diluted Earnings per share (in ₹) ⁽²⁾

Book value per share (₹) ⁽³⁾

Return on net worth (in %)⁽⁴⁾

Debt-equity ratio ⁽⁵⁾

Price Earnings Ratio⁽⁶⁾

Net worth (₹ in Crores)

The Post Buyback parameters are calculated by reducing the net worth by the proposed Buyback amount (assuming full acceptance), without factoring in transaction costs viz. brokerage, applicable taxes such as buyback tax, securities transaction tax, goods and service tax, stamp duty, etc and by reducing outstanding shares by proposed no. of buyback of equity shares i.e. 10,00,00,000.

Basic Earnings per Share = Profit after Tax / Weighted Average Basic Number of Shares outstanding for the year Less proposed no. of buyback of equity shares i.e. 10,00,00,000 (only for post buyback ratio).

Diluted Earnings per Share = Profit after Tax / Weighted. Average Dilutive Number of Shares outstanding for the year Less proposed no. of buyback of equity shares i.e. 10,00,00,000 (only for post buyback ratio).

Book value per Share = Net Worth / Number of Shares outstanding at the end of the year Less proposed no. of buyback of equity shares i.e. 10,00,00,000 (only for post buyback ratio).

Return on Net Worth = Profit after tax /Average Net Worth Less Proposed amount of buyback of equity shares of the company i.e. ₹ 18,000 crore (only for post buyback ratio)

Debt-Equity Ratio = Total Debt/Total Equity. Debt- Equity ratio is not applicable as the Company has no borrowings

Price Earnings Ratio= NSE closing price on NSE as on March 28, 2025/Basic Earnings per share (Post buyback revised EPS for post Buyback ratio)

Parameters (based on audited consolidated financial statements as
at March 31, 2025)

Basic Earnings per share (in ₹) ⁽¹⁾

Diluted Earnings per share (in ₹) ⁽²⁾

Book value per share as at (₹) ⁽³⁾

Return on net worth (in %)⁽⁴⁾

Debt-equity ratio ⁽⁵⁾

Price Earnings Ratio⁽⁶⁾

Net worth (₹ in Crores)

The Post Buyback parameters are calculated by reducing the net worth by the proposed Buyback amount (assuming full acceptance), without factoring in transaction costs viz. brokerage, applicable taxes such as buyback tax, securities transaction tax, goods and service tax, stamp duty, etc and by reducing outstanding shares by proposed no. of buyback of equity shares i.e. 10,00,00,000.

Basic Earnings per Share = Profit Attributable to Owners of the company / Weighted Average Basic Number of Shares outstanding for the year Less proposed no. of buyback of equity shares i.e. 10,00,00,000 (only for post buyback ratio).

Diluted Earnings per Share = Profit after tax attributable to equity shareholders / Weighted Average Dilutive Number of Shares outstanding for the year Less proposed no. of buyback of equity shares i.e. 10,00,00,000 (only for post buyback ratio).

Book value per Share = Net Worth / Number of Shares outstanding at the end of the year Less proposed no. of buyback of equity shares i.e. 10,00,00,000 (only for post buyback ratio).

Return on Net Worth = Profit Attributable to Owners of the company/ Average Net Worth Less Proposed amount of buyback of equity shares of the company i.e. ₹ 18,000 crore (only for post buyback ratio)

Debt-Equity Ratio = Total Debt/Total Equity. Debt- Equity ratio is not applicable as the Company has no borrowings

Price Earnings Ratio= NSE closing price on NSE as on March 28, 2025/Basic Earnings per share (Post buyback revised EPS for post Buyback ratio)

BUYBACK PRICE AND BASIS OF DETERMINING THE PRICE OF THE BUYBACK

The Equity Shares of the Company are proposed to be bought back at a price of ₹ 1,800/- (Rupees One Thousand Eight Hundred only) per Equity Share (“Buyback Price”). The Buyback Price has been arrived at after considering various factors including, but not limited to, the trends in the volume weighted average market prices of the Equity Shares on BSE and NSE where the Equity Shares are listed, price earnings ratio, impact on other financial parameters and the possible impact of the Buyback on the earnings per Equity Share. Further, in accordance with Regulation 5(via) of the Buyback Regulations, the Board/Buyback Committee may increase the Buyback Price and decrease the number of Equity Shares proposed to be bought back provided that there is no change in the Buyback Offer Size, till one working day prior to the Record Date fixed for the purpose of Buyback.

Premium of 15.60% and 16.99% to the volume weighted average market price of the Equity Shares on BSE and NSE, respectively, during the three months period ending September 8, 2025, being the date of the intimation to the stock exchanges regarding the proposal of buyback being considered at Board Meeting.

Premium of 20.78% and 20.67% to the volume weighted average market price of the Equity Shares on BSE and NSE, respectively, during the two weeks period ending September 8, 2025, being the date of the intimation to the stock exchanges regarding the proposal of buyback being considered at Board Meeting.

Premium of 25.64% and 25.62% over the closing price of the Equity Shares on BSE as well as NSE, respectively, as on September 8, 2025, being the date of intimation to the stock exchanges regarding the proposal of buyback being considered at Board Meeting.

SOURCES OF FUNDS FOR THE BUYBACK

Assuming full acceptance, the funds that would be utilised by the Company for the purpose of the Buyback would amount to ₹ 18,000 crore (Rupees Eighteen Thousand Crore Only) excluding the Transaction Costs.

The funds for the implementation of the proposed Buyback will be sourced out of the free reserves of the Company (including securities premium) or such other source as may be permitted by the Buyback Regulations or the Act.

This Buyback is not likely to cause any material impact on the earnings of the Company, except for the cost of financing the Buyback, being a temporary reduction in the treasury income that the Company could have otherwise earned on the funds deployed till the time such funds were distributed to shareholders as per the Capital Allocation Policy.

The Company shall transfer from its free reserves, a sum equal to the nominal value of the equity shares so bought back to the Capital Redemption Reserve Account and details of such transfer shall be disclosed in its subsequent audited financial statements.

The borrowed funds from banks and financial institutions, if any, will not be used for the Buyback.

DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT TO BE DEPOSITED THEREIN

In accordance with Regulation 9(xi) of the Buyback Regulations, an Escrow Agreement has been entered into amongst the Company, the Manager and the Escrow Agent.

In accordance with the Buyback Regulations and pursuant to the Escrow Agreement, the Company has opened an Escrow Account in the name and style “[•]” bearing account number [•] with the Escrow Agent having its registered office at [•].

In accordance with the Regulation 9(xi) of the Buyback Regulations, the Company has deposited a sum of ₹ [•]/- (Rupees [•] Only) in the Escrow Account, which is the aggregate of 25% up to ₹ 100 crore (Rupees One Hundred Crore only) and 10% thereafter of the Buyback Offer Size in accordance with the Buyback Regulations. In accordance with the Buyback Regulations, the Manager to the Buyback is empowered under the Escrow Agreement to operate the Escrow Account.

In accordance with Regulation 10 of the Buyback Regulations, the Company shall immediately after the closure of the Tendering Period deposit the amount of consideration payable to the Eligible Shareholders in a special escrow account with the Escrow Agent. Such consideration would be the aggregate of 90% of the amount lying in the Escrow Account and the balance amount payable to the Eligible Shareholders and will constitute the entire sum due and payable as consideration for the Buyback in terms of the Buyback Regulations.

FIRM FINANCING ARRANGEMENTS

The Company, has identified and earmarked funds for the purpose of fulfilment of the obligations of the Company under the Buyback. Such earmarked funds, together with funds provided for escrow arrangements, are in excess of the Buyback Offer Size.

Based on the resolution of the Board / Buyback Committee dated [•], 2025 in this regard, and other facts/ documents, Deloitte Haskins & Sells LLP, Statutory auditors of the Company (Firm Registration number 117366W/W-100018), Chartered Accountants, have certified, vide their letter dated [•], 2025, that the Company has made firm financing arrangements for fulfilling the obligations under the Buyback.

Based on the aforementioned certificate, the Manager to the Buyback confirmed that they are satisfied that firm arrangements for fulfilling the obligations under the Buyback are in place and that the Company has the ability to implement the Buyback in accordance with the Buyback Regulations.

CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

The present capital structure (as on the date of this Letter of Offer) of the Company is set out below:

A

AUTHORISED SHARE CAPITAL

480,00,00,000 Equity Shares of face value ₹5/- each

B

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE BUYBACK

415,44,01,349 fully paid-up Equity Shares of face value ₹5/- each

The Company confirms that there are no outstanding preference shares, partly paid-up Equity Shares or calls in arrears.

As on the date of Public Announcement, there are no outstanding instruments convertible into Equity Shares except [•] outstanding and vested RSUs and [•] outstanding and vested Options.

Subject to applicable law, the Company shall not issue any shares or other specified securities including by way of bonus issue till the expiry of the Buyback Period, except in discharge of subsisting obligations through conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into equity shares. Relevant details and the potential impact of such subsisting obligations have been disclosed in the public announcement.

The details of buyback programs undertaken by the Company in the last 3 (three) years are as set out below:

Pursuant to the proposed Buyback and depending on the response to the Buyback, the voting rights of the Promoters and Promoter Group in the Company as on date of the Public Announcement, may change. We confirm that after the completion of the Buyback, the public shareholding of the Company shall not fall below the minimum level required as per Regulation 38 of the LODR Regulations. Any such change in the voting rights of the Promoters post conclusion of buyback will not result in any change in control over the Company.

The Company confirms that covenants with lenders are not being breached pursuant to the Buyback, as there are no outstanding facilities availed by the Company as on the date of this Letter of Offer.

Assuming full acceptance in the Buyback, the issued, subscribed and paid-up equity share capital of the Company after the completion of the Buyback Offer would be as set out below:

A

AUTHORISED SHARE CAPITAL

480,00,00,000 Equity Shares of face value ₹5/- each

B

ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE BUYBACK

405,44,01,349 fully paid-up Equity Shares of face value ₹5/- each

There is no pending scheme of amalgamation or compromise or arrangement pursuant to any provisions of the Act.

The shareholding pattern of the Company (i) pre-Buyback as on the Record Date; and (ii) after the completion of the Buyback (assuming full acceptance of Equity Shares in the Buyback as per the Buyback Regulations) is set out below:

Assuming full acceptance of Equity Shares in the Buyback as per the Buyback Entitlement.

BRIEF INFORMATION OF THE COMPANY

History and Overview of the Company

Infosys is a global leader in next generation digital services and consulting.

The Company was incorporated on July 2, 1981 in Maharashtra, India, as “Infosys Consultants Private Limited”, a private limited company under the Indian Companies Act, 1956. The Company’s name was changed to “Infosys Technologies Private Limited” in April 1992 and to “Infosys Technologies Limited” in June 1992, when the Company became a public limited company. In June 2011, the Company changed its name from “Infosys Technologies Limited” to “Infosys Limited”, following approval of the name change by the Board, shareholders and the Indian regulatory authorities. The registered office of the Company is at Electronics City, Hosur Road, Bengaluru 560 100, India. The name change was intended to reflect the transition from a provider of technology services to a business transformation partner to its clients. The Company made an initial public offering of equity shares in India in February 1993, which were listed on the stock exchanges in India in June 1993. The Company completed the initial public offering of ADSs in the United States in 1999. In 2003, 2005 and 2006, the Company completed sponsored secondary offerings of ADSs in the United States on behalf of the shareholders. Each of the 2005 and 2006 sponsored secondary offerings also included a public offering without listing (POWL) in Japan. In 2008, the Company was selected as an original component member of ‘The Global Dow’, a world-wide stock index made up of 150 leading blue-chip stocks. Following the voluntary delisting from the NASDAQ Global Select Market on December 11, 2012, the Company began trading of its ADSs on the NYSE on December 12, 2012, under the ticker symbol INFY. On February 20, 2013, the Company also listed its ADSs on the Euronext Paris and Euronext London markets, under the ticker symbol INFY. Infosys voluntarily delisted its ADSs from Euronext Paris and London on July 5, 2018. The primary reason for voluntary delisting from Euronext Paris and London was the low average daily trading volume of Infosys ADSs on these exchanges, which was not commensurate with the related administrative expenses. Infosys ADSs continue to be listed on the NYSE under the symbol “INFY” and investors continue to trade their ADSs on the NYSE.

Overview of the Company

Infosys is a global leader in next generation digital services and consulting, focusing on delivering AI, cloud and other digital solutions for specific industries in more than 59 countries. Infosys is an enterprise AI partner of choice for its clients as they navigate their business transformation. Infosys enables its clients with an AI-first foundation. Infosys also empower the business with enterprise AI, cloud, and other digital technologies at scale to deliver unprecedented levels of performance and customer delight. Infosys’ always-on learning approach drives their continuous improvement through building and transferring skills, expertise, and ideas from its innovation ecosystem. Infosys is deeply committed to being a well-governed, environmentally sustainable organization where diverse talent thrives in an inclusive workplace.

The Company’s solutions are classified as Digital and Core.

Application management services

Proprietary application development services

Independent validation solutions

Product engineering and management

Infrastructure management services

Traditional enterprise application implementation

Support and integration services

Business Process Management

Growth of Business

For the financial years ended March 31, 2025, 2024 and 2023, the Company recorded standalone revenue from operations of ₹ 136,592 crore, ₹ 128,933 crore and ₹ 124,014 crore, respectively, and standalone profit after tax of ₹ 25,568 crore, ₹ 27,234 crore, and ₹ 23,268 crore, respectively. The year-on-year growth of standalone revenue and standalone profit after tax for the year ended March 31, 2025 was 5.94% and -6.12%, respectively.

For the six months ended September 30, 2025, the company recorded standalone revenue from operations of ₹ 72,182 crore and standalone profit after tax of ₹ 13,874 crore. The year-on-year growth of standalone revenue and standalone profit after tax for the six months ended September 30, 2025 as compared to same period in the previous year was 6.87% and 10.28%, respectively.

For the financial years ended March 31, 2025, 2024 and 2023, the Company recorded consolidated revenue of ₹ 162,990 crore, ₹ 153,670 crore and ₹ 146,767 crore, respectively, and consolidated profit after tax of ₹ 26,750 crore, ₹ 26,248 crore, and ₹ 24,108 crore, respectively. The year-on-year growth of consolidated revenue and consolidated profit after tax for the year ended March 31, 2025 was 6.06% and 1.91%, respectively.

For the six months ended September 30, 2025, the company recorded consolidated revenue from operations of ₹ 86,769 crore and consolidated profit after tax of ₹ 14,300 crore. The year-on-year growth of consolidated revenue and consolidated profit after tax for the six months ended September 30, 2025 as compared to same period in the previous year was 8.06% and 10.94%, respectively.

For the financial year ended March 31, 2025, 57.9% of the consolidated revenue came from North America, 29.8% came from Europe, 3.1% came from India and 9.2% came from the rest of the world.

For the six months ended September 30, 2025, 56.35 % of the consolidated revenue came from North America, 31.65% came from Europe, 3.00 % came from India and 9.00 % came from the rest of the world.

The history of the Equity Share capital of the Company is set out below:

Date of Allotment

Type of Issue

(IPO/FPO/

Preferential

Issue/ Scheme/

Bonus/ Rights

Issue etc.)

July 6, 1981

October 12, 1981

September 17, 1983

February 28, 1986

November 28, 1986

June 25, 1987

June 28, 1988

March 15, 1989

March 31, 1989

March 22, 1990

August 16, 1990

January 28, 1991

March 5, 1992

March 25, 1992

April 20, 1992

November 30, 1992

February 23, 1993 ^(a)

1994-95 ^(b)

Date of Allotment

Type of Issue

(IPO/FPO/

Preferential