Infosys Board Approves ₹18,000 Crore Buyback via Postal Ballot

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Infosys Limited's Board of Directors has approved a proposal for a buyback of its own fully paid-up equity shares for an amount not exceeding ₹18,000 crore. The decision, made on September 11, 2025, is subject to member approval via a special resolution through postal ballot.

The buyback aims to return surplus funds to members, improve return on equity, and increase long-term shareholder value. The postal ballot notice was dated September 25, 2025.

Buyback Details

• Buyback Offer Size: ₹18,000 crore
• Buyback Price: ₹1,800 per equity share
• Method: Tender offer route
• Special Resolution Date: November 4, 2025 (deemed date if approved)
• Cut-off Date: September 22, 2025
• E-voting Period: October 6, 2025 (9:00 AM IST) to November 4, 2025 (5:00 PM IST)
• Record Date: Expected around November 14, 2025

Rationale for the Buyback

The buyback is intended to:

1. Return surplus cash to members.

1. Improve return on equity and earnings per share.

1. Provide an option for members to sell shares or increase their percentage shareholding.

1. Reserve a portion for small shareholders.

Financial Impact and Considerations

The buyback offer size 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 as at June 30, 2025, on a standalone and consolidated basis, respectively. The indicative number of equity shares to be bought back is 10,00,00,000, comprising approximately 2.41% of the total paid-up equity share capital of the company as of June 30, 2025.

The buyback will be implemented out of free reserves and the securities premium account of the Company, and the Board has the authority to make necessary modifications to the terms and conditions.

Additional Information for ADS Holders

Holders of American Depositary Shares (ADSs) are not eligible to tender ADSs in the buyback. However, they can participate by canceling their ADSs and withdrawing the underlying equity shares prior to the record date. The company has received exemptive relief from the U.S. Securities and Exchange Commission (SEC) on certain aspects of the tender offer procedures.

The buyback is subject to compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, and other applicable laws.

The Board recommends that members approve the special resolution to facilitate the buyback.

The buyback is subject to compliance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, and other applicable laws.