Infosys Limited

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

September 11, 2025

Via Email

Steven V. Bernard
Tamara M. Brightwell
Wilson Sonsini Goodrich & Rosati, P.C.
sbernard@wsgr.com
tbrightwell@wsgr.com

Re:     Partial Cash Issuer Tender Offer for Shares of Infosys Limited

Dear Mr. Bernard and Ms. Brightwell:

We are responding to your letter dated September 11, 2025, addressed to Tiffany Posil, Christina Chalk, and Laura McKenzie. To avoid having to recite or summarize the facts set forth in your letter, we attach a copy of your letter and a copy of the accompanying letter from Indian counsel, AZB & Partners.  Unless otherwise noted, capitalized terms in this response letter have the same meaning as in your letter.

Based on the facts and representations presented in your letter, the Division of Corporation Finance, acting for the Commission pursuant to delegated authority, by separate order is granting an exemption from Exchange Act Rules 13e-4(f)(1)(i), 13e-4(f)(3), 13e-4(f)(8)(i), and 14e-1(a).

In granting the exemptive relief described above, we note:

• Indian law mandates that the Issuer Tender Offer be open to all shareholders (including those in the United States) on equal terms for a fixed period of five working days (as defined in your letter) and does not allow any reduction or increase of the fixed five working days period (unless SEBI relaxes strict enforcement of the applicable requirements, which it has historically declined to do);
• shareholders of the Company will receive notice of, and information about, the Issuer Tender Offer and its terms before it commences, as described in your letter;
• the Company undertakes to instruct the Depositary and Mailing Agents to mail the Postal Ballot to registered and beneficial holders of ADSs and file the Postal Ballot on Schedule TO-C, which Postal Ballot will contain information concerning the Issuer and Issuer Tender Offer, including disclosure that ADS holders who wish to participate in the Issuer Tender Offer must submit their ADSs for cancellation and withdraw the underlying Shares prior to the Record Date;
• the Company undertakes to publish a newspaper advertisement (in India and in the Wall Street Journal, the New York Times, or the Washington Post) disclosing the dispatch of the Postal Ballot, and that ADS holders who wish to participate in the Issuer Tender Offer must submit their ADSs for cancellation and withdraw the underlying Shares prior to the Record Date;
• it is expected that (i) a period of approximately 39 Indian working days, 42 U.S. business days and 61 calendar days will elapse between the dispatch of the Postal Ballot to shareholders of the Company and the expiration of the Issuer Tender Offer and (ii) a period of approximately 50 Indian working days, 53 U.S. business days and 76 calendar days will elapse between the first public announcement of the Issuer Tender Offer and its expiration;
• the Company undertakes not to change the price offered or percentage of Shares being sought for repurchase in the Issuer Tender Offer from what is set out in the Letter of Offer; and
• except for the relief granted, the Issuer Tender Offer will comply in all material respects with the Exchange Act and the regulations thereunder.

The exemptive relief provided is based on the representations made to the Division in your request. Any different facts or conditions may require the Division to reach a different conclusion. Further, this response does not express any legal conclusion on the questions presented or any views on any other questions that the transaction may raise.