INFY files 6-K with postal ballot, stock exchange notice, tax exhibit

Rhea-AI Filing Summary

Infosys Limited submitted a Form 6-K dated September 26, 2025 disclosing three exhibits tied to corporate actions: Exhibit 99.1 is a Notice to Stock Exchanges, Exhibit 99.2 is a Postal Ballot Notice, and Exhibit 99.3 addresses certain tax considerations for non-resident shareholders related to a company buyback. The filing lists Inderpreet Sawhney as Chief Legal Officer and Chief Compliance Officer as the signing officer. The materials appear focused on the mechanics and shareholder communications for the buyback rather than on financial results or new transactions.

Positive

• Clear shareholder communication via a Postal Ballot Notice (Exhibit 99.2) supports transparent governance
• Targeted tax guidance for non-resident holders in Exhibit 99.3 reduces cross-border uncertainty around the buyback

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: The 6‑K documents formal shareholder communication for a buyback process.

The filing bundles a Notice to Stock Exchanges and a Postal Ballot Notice, indicating the company is completing regulatory and shareholder‑voting steps tied to a buyback. These exhibits typically provide dates, voting procedures, and the scope of shareholder approval required.

Dependencies and risks hinge on the ballot outcome and timely exchange disclosures; stakeholders should watch the postal ballot voting period and any follow‑up exchange filings over the next few weeks to months.

Cross-Border Tax Specialist

TL;DR: Exhibit 99.3 gives targeted tax guidance for non-resident shareholders on the buyback.

The inclusion of a tax‑focused exhibit suggests the company is informing non-resident holders about withholding, treaty considerations, or other buyback tax treatment. This helps reduce uncertainty for cross‑border shareholders and may affect net proceeds for affected holders.

Investors should review the tax exhibit for specific withholding rates or treaty references and note any deadlines or documentation requirements that could affect settlement timing.

Form 6-K: How Foreign Companies Report to the SEC →

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 September 2025

Commission File Number 001-35754

Infosys Limited

(Exact name 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

NOTICE TO STOCK EXCHANGES

SIGNATURES

INDEX TO EXHIBITS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

Table of Contents

NOTICE TO STOCK EXCHANGES

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.

On September 26, 2025, the Company notified the stock exchanges on which its securities trade of the Postal Ballot Notice, which is being sent to shareholders whose names appear on the register of members / list of beneficial owners as received from the National Securities Depository Limited and Central Depository Services (India) Limited and whose email addresses are registered with the Company / depository participant(s), as on September 22, 2025. The Notice to Stock Exchanges is attached hereto as Exhibit 99.1 and the Postal Ballot is attached hereto as Exhibit 99.2. Also attached hereto as Exhibit 99.3 are certain tax considerations related to tendering equity shares of face value of ₹ 5/- (Rupees five only) each (“Equity Shares”) of the Company in the proposed buyback by the Company of Equity Shares on a proportionate basis through the tender offer route (the “Buyback”).

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: September 26, 2025						Inderpreet Sawhney
						Chief Legal Officer and Chief Compliance Officer

Table of Contents

INDEX TO EXHIBITS

Exhibit No.		Description
99.1		Notice to Stock Exchanges
99.2		Postal Ballot Notice
99.3		Certain Tax Considerations for Non-Resident Shareholders related to the Buyback

FAQ

What did Infosys (INFY) file on September 26, 2025?

Infosys filed a Form 6-K disclosing three exhibits: a Notice to Stock Exchanges (Exhibit 99.1), a Postal Ballot Notice (Exhibit 99.2), and tax guidance for non‑resident shareholders related to a buyback (Exhibit 99.3).

Who signed the Infosys 6-K filing?

The filing lists Inderpreet Sawhney as Chief Legal Officer and Chief Compliance Officer as the signing officer.

Does the 6-K disclose financial results or deal terms for the buyback?

No. The disclosed items focus on notices and tax considerations; specific financial terms or buyback amounts are not included in the provided content.

What is Exhibit 99.3 about in the Infosys filing?

Exhibit 99.3 outlines certain tax considerations for non‑resident shareholders related to the buyback, intended to inform cross‑border holders about tax treatment.

Will shareholders need to vote on the buyback?

The presence of a Postal Ballot Notice (Exhibit 99.2) indicates shareholders are being asked to vote by postal ballot; the filing does not specify voting dates or outcomes.