Infosys Limited, one of India’s largest IT companies listed on BSE, NSE, and NYSE, has announced that it has received exemptive relief from the U.S. Securities and Exchange Commission (SEC) for its proposed ₹18,000 crore share buyback programme. This comes after the company’s Board of Directors approved a buyback of up to 10 crore fully paid-up equity shares of face value ₹5 each, in compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, the Companies Act, 2013, and applicable rules.

SEC Exemptive Relief

In a letter dated September 11, 2025, the SEC granted the requested exemptive relief to Infosys. This relief was crucial since there were conflicting regulatory requirements between Indian and U.S. laws governing tender offer buybacks. The exemption now allows Infosys to proceed with its buyback plans without breaching U.S. regulations applicable to companies listed on the New York Stock Exchange (NYSE).

The SEC’s letter will be made publicly available on the SEC’s website, ensuring transparency and compliance with global investor requirements.

Shareholder Approval Still Pending

The company clarified that while SEC relief has been obtained, the buyback is still subject to shareholder approval through a special resolution via postal ballot. The record date for the buyback will be announced later, and the public announcement detailing the process, timelines, and statutory details will also follow as per SEBI’s Buyback Regulations.

Until shareholders approve the proposal, the buyback has not yet commenced. Infosys reiterated that this communication is being provided only for informational purposes and does not constitute an offer to purchase or solicitation of shares at this stage.

Compliance with U.S. Tender Offer Laws

In line with U.S. securities laws, Infosys has also confirmed that if the buyback is approved, the company will file a Tender Offer Statement on Schedule TO with the SEC. This filing will include:

• The letter of offer

• Other related tender offer documents

• Terms and conditions of the buyback

Shareholders are advised to carefully read these documents once available, as they will contain critical details about the buyback. These documents will be freely accessible on the SEC’s website (www.sec.gov) and through the Infosys Investor Relations department.

Key Points for Investors

1. Infosys’ buyback size is set at ₹18,000 crore, covering up to 10 crore equity shares.

2. SEC exemptive relief removes procedural hurdles, aligning Indian and U.S. regulatory requirements.

3. Shareholder approval is a mandatory step before execution, ensuring compliance with Indian corporate governance standards.

4. Tender offer documentation will guide shareholders through the process once the buyback formally commences.

Strategic Importance

This buyback demonstrates Infosys’ commitment to rewarding shareholders and its strong financial position, allowing it to return significant value while continuing to invest in growth and digital transformation initiatives.

By securing SEC exemptive relief, Infosys has successfully navigated complex cross-border regulatory challenges, reaffirming its standing as a globally compliant and transparent IT major.

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