UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
INFOSYS LIMITED
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
Equity Shares, par value Rs. 5 per share
(Title of Class of Securities)
The Equity Shares, which are not traded on U.S. markets, have not been assigned a CUSIP number
(CUSIP Number of Class of Securities)
Inderpreet Sawhney
Chief Legal Officer and Chief Compliance Officer
Infosys Limited
Electronics City, Hosur Road
Bengaluru, Karnataka
India 560 100
Telephone: +91-80-2852-0261
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Steven V. Bernard, Esq.
Tamara M. Brightwell, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
Telephone: (650) 493-9300
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | 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. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☒ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission on November 18, 2025 by Infosys Limited, a company organized under the laws of the Republic of India (the “Company” or “Infosys”). The Schedule TO relates to the tender offer by Infosys to purchase up to 10,00,00,000 of its fully paid-up equity share(s) of face value of₹5/- (Rupees Five only), each at the tender offer price of ₹1,800 (Rupees One Thousand Eight Hundred) per equity share, upon the terms and subject to the conditions set forth in the Letter of Offer dated November 18, 2025, a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A). This Amendment is being filed to amend and supplement Item 12 of the Schedule TO to include the Notice to Eligible Shareholders that was published in Indian newspapers on November 19, 2025, which is attached hereto as Exhibit (a)(1)(R).
Only those items amended or supplemented are reported in this Amendment. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged. You should read this Amendment together with the Schedule TO and the related exhibits attached and incorporated therein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented as follows:
| * | Previously filed |
(P) - Previously filed on paper form
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| INFOSYS LIMITED |
| /s/ Inderpreet Sawhney |
| Inderpreet Sawhney |
| Chief Legal Officer and Chief Compliance Officer |
Date: November 19, 2025