SEC Division of Corporation Finance no-action letter: Infosys Limited

Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
O: 650.493.9300
F: 866.974.7329
AUSTIN BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities Exchange Act of 1934 Exchange Act Rule 13e-4 Exchange Act Rule 14e-1 September 11, 2025 VIA EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549-1090 Attention: Tiffany Posil, Chief, Office of Mergers and Acquisitions Christina E. Chalk, Associate Chief, Office of Mergers and Acquisitions Laura McKenzie, Special Counsel, Office of Mergers and Acquisitions Re: Partial Cash Issuer Tender Offer for Shares of Infosys Limited Ladies and Gentlemen:
We are writing on behalf of Infosys Limited, a public limited company incorporated under the laws of India (the “Company”), to request that the staff of the Division of Corporation Finance (the “Staff”‘) of the Securities and Exchange Commission (the “Commission”) grant exemptive relief with respect to Rule 13e-4 (“Rule 13e-4”) and Rule 14e-1 (“Rule 14e-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to permit the Company to proceed with its proposed partial tender offer for cash (the “Issuer Tender Offer”) in compliance with applicable laws of India, including the Indian Companies Act, 2013, as amended, and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”), that conflict with Rule 13e-4 and Rule 14e-1. The Issuer Tender Offer concerns the proposed repurchase by the Company of a small portion (up to approximately 2.5% 1 ) of its fully paid outstanding equity shares (the “Shares”) and will not result in a change of control of the Company. The Issuer Tender Offer will be structured to comply in all material respects with the Exchange Act and the regulations thereunder, except for the exemptive relief requested herein. AZB & Partners is advising the Company and in relation to this request for exemptive relief as to Indian legal matters and Wilson Sonsini Goodrich & Rosati, Professional Corporation is advising the The final amount will be determined by the Company’s board of directors, but we have been advised that it is not currently expected to exceed 2.5%.

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Company and in relation to this request for exemptive relief as to U.S. legal matters. The Company has retained one merchant banker for the Issuer Tender Offer. In 2017, the Staff granted exemptive relief from Exchange Act Rules 13e-4(f) and 14e-1(a) to enable the Company to conduct a partial cash tender offer to buy back up to 6% of its outstanding equity shares. The Securities and Exchange Board of India (“SEBI”) issued the SEBI (Buy-Back of Securities) (Amendment) Regulations, 2023 (the “2023 Regulations”), which became effective on March 9, 2023. The 2023 Regulations amend certain procedural rules applicable to share repurchases by publicly listed Indian companies. 2 The Company is once again requesting that the Staff grant exemptive relief from Rules 13e-4(f) and 14e-1(a). The following summarizes the rules under the Exchange Act as to which we are respectfully requesting exemptive relief on behalf of the Company and the related applicable Indian requirements:
 Minimum Period. Rule 13e-4(f)(1)(i) and Rule 14e-1(a) under the Exchange Act provide that a tender offer must remain open for a minimum of twenty business days, 3 whereas the Buyback Regulations, as amended by the 2023 Regulations, require that an Issuer Tender Offer remain open for a fixed period of five working days. Prior to the 2023 Regulations and applicable when the Company was granted exemptive relief in 2017, an Issuer Tender Offer was required to remain open for a fixed period of 10 working days. On behalf of the Company, we respectfully request that the Staff grant exemptive relief with respect to Rule 13e-4(f)(1)(i) and Rule 14e-1(a) to permit the Issuer Tender Offer to be held open for a period of five working days in accordance with applicable Indian laws and regulations.  Record Date. Rule 13e-4(f)(8)(i) under the Exchange Act provides that a tender offer must be open to all security holders of the class of securities subject to the tender offer during the period such offer remains open. This “all-holders” rule prohibits discriminatory treatment of security holders belonging to the same class of securities. In contrast, the Buyback Regulations provide that the issuer must fix a specific “record date” for the Buyback, and that only shareholders as of the record date are eligible to participate in the Buyback. Fixing a record date is necessary to enable the issuer and its stock transfer agent to determine each shareholder’s “entitlement” as described below. The record date requirement under the Buyback Regulations is inconsistent with the plain reading of Rule 13e-4(f)(8)(i). On behalf of the Company, we respectfully request that the Staff grant exemptive relief with Subsequently, SEBI issued the SEBI (Buy-Back of Securities) (Amendment) Regulations, 2024 (the “May 2024 Regulations”), which became effective on May 17, 2024 and the SEBI (Buy-Back of Securities) (Second Amendment) Regulations, 2024 (the “November 2024 Regulations”), which became effective on November 20, 2024. The May 2024 Regulations and November 2024 Regulations provide for certain limited amendments which are clarificatory in nature. Any reference herein to business days has the meaning set forth in Exchange Act Rule 13e-4(a)(3) and any reference to working days means a working day of SEBI.

Division of Corporation Finance
September 11, 2025 respect to Rule 13e-4(f)(8)(i) to permit the Issuer Tender Offer to be offered to only shareholders as of the record date in accordance with applicable Indian laws and regulations.  Allocation/Proration. Rule 13e-4(f)(3) under the Exchange Act requires that if a tender offer by the issuer is for fewer than all of the outstanding equity securities of a class, and if the number of securities tendered exceeds the number that the issuer is bound or willing to take up and pay for, the issuer must accept and pay for the securities as nearly as may be pro rata, disregarding fractions, according to the number of securities tendered by each security holder during the period that the offer remains open. In contrast, we are advised that the Buyback Regulations provide that the issuer and its stock transfer agent shall compute the percentage of shares that the Company is required to accept if tendered (the “Entitlement”) from each shareholder based on the number of shares held by such shareholder on the record date. In addition, we are advised that under the Buyback Regulations, 15% of the number of shares which the Company proposes to buy back or the number of shares entitled as per their shareholding, whichever is higher, must be reserved for “small shareholders” (defined as shareholders who, as of the record date, hold shares having a market value (on the basis of the closing price of shares on the stock exchange that has highest trading volume in respect of such security) of not more than INR 200,000, which is equivalent to approximately US$2,350) (“Small Shareholders”), and thus the Entitlement for Small Shareholders is usually greater, on a percentage basis, than the Entitlement for other shareholders (“General Shareholders”). Additionally, pursuant to the Buyback Regulations, if any member of the promoter or promoter group declares their intention to not participate in the Issuer Tender Offer, the Shares held by such member of the promoter or promoter group shall not be considered for computing the entitlement ratio. The system of Entitlements under the Buyback Regulations is contrary to the plain reading of the pro rata allocation mandated under Rule 13e-4(f)(3). On behalf of the Company, we respectfully request that the Staff grant exemptive relief with respect to Rule 13e-4(f)(3) to permit the Issuer Tender Offer to be allocated in accordance with applicable Indian laws and regulations. The remainder of this letter consists of: (i) background concerning the Company; (ii) a description of the Issuer Tender Offer and related Indian law requirements; (iii) a discussion of the exemptive relief requested; and (iv) a conclusion.
I. Background
Headquartered in Bengaluru, India, the Company provides information technology (“IT”), business consulting and outsourcing services to companies around the world. The Company is one of the largest IT companies in India. The Shares are listed and traded in India on the National Stock Exchange of India Limited (“NSE”) and the BSE Limited (“BSE”) (collectively the “Indian Stock Exchanges”). The Company is a “foreign private issuer” as defined in Rule 3b-4(c) under the Exchange Act and is subject to the informational reporting requirements of the Exchange Act and files annual reports on Form 20-F and furnishes reports on

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Form 6-K with the Commission. The Company’s American Depositary Shares (the “ADSs”), each representing one Share, are issued by the Company’s depositary, Deutsche Bank Trust Company Americas (the “Depositary”). The ADSs are listed and traded on the New York Stock Exchange (the “NYSE”). Prior to making investments in India, every foreign portfolio investor (“FP Investor”) 4 is required to register itself with SEBI and obtain a SEBI registration number. The application form prescribed by SEBI for registration of FP Investors requires them to specify their country of residence, incorporation, establishment or formation, which is indicated in the SEBI registration number and is publicly available information, and the depositories, custodians and registrar and transfer agents are legally required to collect such “Know Your Client” information in connection with such application form in accordance with applicable laws. Further, depositories and custodians in India appointed by FP Investors also record the SEBI registration numbers for the foregoing on their systems. Under Regulation 31 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”), the Company is required to submit a breakdown of its shareholders by category, 5 including the percentage of shares held by FP Investors, to the Indian Stock Exchanges on a quarterly basis, within 21 days from the end of each quarter and within ten days of any capital restructuring of the listed entity resulting in a change exceeding 2% of the total paid-up share capital. The information relating to the breakdown of the Company’s shareholders by category is publicly disclosed on the websites of the Indian Stock Exchanges and is compiled by the Company’s registrar and transfer agent (the “Transfer Agent”) on the basis of beneficial shareholding positions provided by the depositories. The Company has calculated the level of its U.S. ownership consistent with Instruction 2 to paragraphs (h)(8) and (i) of Rule 13e-4 (“Instruction 2”) and has determined that U.S. holders do not hold more than 40% of the Shares that are the subject of the Issuer Tender Offer. 6 According to the Company’s shareholder list dated as of August 15, 2025 (the “Shareholder List”), the Company had 4,154,370,279 Shares outstanding (the “Undiluted Share Capital”), which excludes securities that are convertible or exchangeable into the Shares, such as the approximately 180,000 employee stock options already vested as “Foreign portfolio investors” are institutional investors registered with SEBI that are permitted to invest in specified securities in India under a portfolio investment route as opposed to a foreign direct investment route. Foreign direct investment in an Indian company generally involves a long-term investment of more than 10% of the share capital of an Indian company, whereby the investor typically participates in the affairs of the
company to some extent and can be made in Indian companies that are privately held or listed on Indian stock exchanges. Conversely, portfolio investments are more temporary investments of less than 10% of the share capital of an Indian company that are listed on Indian stock exchanges and typically are not intended to result in an investor acquiring control, or otherwise participating in the affairs, of an Indian company. FP Investors may or may not be U.S. holders and the distinction between the types of institutional investors is not relevant in determining whether they are U.S. holders for the beneficial ownership analysis. FP Investors are not brokers, dealers, banks or nominees holding shares on behalf of beneficial owners. SEBI prescribes certain specific categories of institutional and non-institutional holders for the breakdown of listed company shareholders. According to Instruction 2, U.S. ownership must generally be calculated as of a date no more than 60 days before and 30 days after the public announcement of the tender offer.

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September 11, 2025 of such date and the approximately 11,000 employee and performance stock options which shall vest prior to September 30, 2025. Based on information obtained as described in this letter, the Company has determined that U.S. holders hold approximately 16.0% of the Undiluted Share Capital. To ascertain the holders of Shares resident in the U.S., as provided in Rule 12g3-2(a) and Rule 12g5-1 under the Exchange Act, the Company has made inquiries of the Transfer Agent to ascertain the amount of Shares held by beneficial holders of Shares resident in the United States. 7 Specifically, the Transfer Agent has been provided by the depositories in India information regarding the beneficial holders of all Shares of the Company. In India, under the (Indian) Depositories Act, 1996, there are only two registered depositories, National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL), each of which are required to (a) maintain updated and in good form records of shareholders and beneficial owners and their respective shareholdings; and (b) update such shareholder records in connection with any transfers of shares or securities. 8 The Transfer Agent has provided the Company with details of the beneficial shareholders, including the number of Shares held by beneficial shareholders resident in India and the identities, registration number (applicable for FP Investors) and number of Shares held by each of the beneficial We have been advised that, in the Indian system, custodians need to be appointed to hold securities for FP Investors. Clearing members may also hold securities for other types of investors. We have been advised that, as of August 15, 2025, clearing members hold 145,915 Shares (amounting to approximately 0.004% of the Undiluted Share Capital) that may be indirectly held by U.S. holders. For purposes of this letter and our calculations herein, we have assumed all 145,915 shares are indirectly held by U.S. holders and, accordingly, have not made inquiries of clearing members. Each of the depositories in India maintain electronic records of beneficial holders of all shares of companies in India (including information pertaining to the registration number and address of shareholders, which is collected by the depositories at the time of opening of an account with the relevant depository). Additionally, as per the bylaws of each of depository, transfer agents (which are themselves registered and regulated with the Indian securities regulator) are required to enter into tri-partite agreements with the relevant company in question, and the relevant depository to obtain information with respect to the shareholding of a company on a periodic basis. The tripartite agreements prescribe the relevant hardware and software to be used by the transfer agent to maintain continuous electronic communication with the depositories. In practice, in India, on the last working day of every week, data from each of the two
depositories setting out a current list of the shareholders, the respective shares owned, and the transactions recorded by the respective depositories during that given week is made available to the registrar and transfer agent, each of whom can access it by logging in to the respective online portals maintained by each of the depositories. We understand that: (i) with respect to NSDL, while information in relation to country of residence is maintained by NSDL, such information can be made available but must be specifically requested by the transfer agent, and (ii) with respect to CDSL, upon the request by the Transfer Agent the weekly data that is provided by CDSL contains details of the address of the shareholders (including the country). In preparing the Shareholder List, we understand that: (a) the Transfer Agent obtained the country of residence in respect of each of the beneficial holders as set forth in CDSL’s records by accessing the weekly data available on the CDSL online portal; and (b) the Transfer Agent specifically requested country of residence information in respect of each of the beneficial owners as set forth in NSDL’s records from NSDL by way of an email, and NSDL provided the requested information. Accordingly, the Transfer Agent has compiled a list of shareholder information from the data available from the depositories.

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September 11, 2025 shareholders designated as FP Investors or other non-resident investors. Using the details provided by the Transfer Agent received from the depositories along with details of the physical shares maintained by the Transfer Agent, the Company has determined the country of residence for the FP Investors. Given such information provided by the two depositories and the procedures followed by the Company as outlined above, the Company believes that it has made good faith inquiries to “look through” its shareholdings in a manner consistent with the requirements of Instruction 2. By comparison, in the United States and certain other jurisdictions, the stockholder information available to the depositories in India and made available to the transfer agent is not legally required to be maintained by such persons and instead is maintained by the nominees of the underlying holders, including applicable custodian banks and brokers. As a result, in order to satisfy the “look through” analysis required by Instruction 2, the transfer agent of the company (or another selected service provider) must satisfy this obligation by sending requests to all custodian banks and brokers holding shares of the company, wherever located, to obtain information regarding the registered addresses and country of origin of the underlying holders of such shares. However, in India, the collection and retention of the underlying shareholder information (including the shareholder address information) by the two depositories, as required by law, and the availability of such information to the transfer agent makes this type of outreach unnecessary. A review of the individual holders listed on the Shareholder List obtained via the foregoing process reveals a total of 7,036,078 Shares held by individuals with confirmed U.S. addresses (amounting to approximately 0.17% of the Undiluted Share Capital), and the Company considers such holders to be U.S. holders within the meaning of Instruction 2. In addition, the Shareholder List discloses a number of foreign institutional investors (i.e., FP Investors) that, while listing the Indian address of their respective custodians, might represent beneficial ownership of such Shares by a U.S. holder. Based on our inquiries, we understand that the Transfer Agent accesses and collates the Shareholder List from the database maintained by the depositories, and the Transfer Agent has provided the details of the beneficial shareholders based on the information available with the depositories, as described above, including the number of Shares held by beneficial shareholders resident in India and the identities and number of Shares held by each of the beneficial shareholders designated as FP Investors. Based on the information from the Shareholder List, including the underlying beneficial ownership information provided by the depositories, an ownership analysis of the institutional holders of Shares to determine the number of Shares owned by
the U.S. holders as of August 15, 2025 has been conducted and it is estimated that an additional 501,167,918 Shares (or 12.1% of the Undiluted Share Capital) are held by U.S. holders. In addition, the Depositary has provided the Company with details of ADSs held by U.S. holders that indicate that as of August 14, 2025 approximately 157,783,457 Shares represented by ADSs (or approximately 3.8% of the Undiluted Share Capital) are beneficially owned by U.S. holders. 9 To identify U.S. beneficial holders of ADSs, the Depositary submitted a request to Broadridge Financial Solutions, Inc. (“Broadridge”) for a geographic beneficial ownership report. Broadridge then made inquiries of brokers that hold Shares through The Depository Trust Company (“DTC”). Such brokers provided geographic and share amount data for their accounts that hold Shares to Broadridge. Based on that data, Broadridge sent a final report specifying the number of ADSs held by U.S. holders to the Depositary. In addition, the Depositary obtained a report from its transfer agent relating to the number of ADSs held by U.S. holders registered on the Depositary’s ADS register. Approximately 147,362,925 Shares represented by ADSs

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Aggregating the foregoing based on the ownership analysis and on the assumptions regarding ownership described in this letter, the Company calculates that the ownership of its Shares by U.S. holders is an aggregate of approximately 665,987,453 Shares (or approximately 16.0% of the Undiluted Share Capital). Accordingly, the Company believes that the Issuer Tender Offer is eligible for the “Tier II” exemption under Rule 13e-4 of the Exchange Act.
II. Description of the Issuer Tender Offer
A. Issuer Tender Offer Mechanics for Equity Shareholders, including Equity Shareholders in the United States — Board Approval, Shareholder Approval and Record Date. The Issuer Tender Offer requires approval by the Company’s board of directors (“Board Approval”) and, based on the value of Shares to be repurchased, approval by the shareholders of the Company (“Shareholder Approval”). The Company will give notice to the Indian Stock Exchanges that the Company’s board of directors (the “Board”) plans to meet to consider whether to approve the Issuer Tender Offer at least two working days (excluding the date of the notice and the meeting date) prior to such meeting. This notice will be made public on the websites of the Indian Stock Exchanges and furnished to the Commission on Form 6-K. Once the Board approves the Issuer Tender Offer, the Company will publicly disclose the Board Approval on the websites of the Indian Stock Exchanges and will also file the information with the Commission as preliminary issuer tender offer materials on Schedule TO-C. Such information will include the price per Share of the Issuer Tender Offer, the maximum number of Shares and maximum value sought in the Issuer Tender Offer, that ADS holders who wish to participate in the Issuer Tender Offer must submit their ADSs to the Depositary for cancellation and withdraw the underlying Shares prior to the record date for the Issuer Tender Offer, that withdrawn Shares that are not purchased in the Issuer Tender Offer can be re-deposited with the Depositary and that shareholder approval to proceed with the Issuer Tender Offer will be sought by the Company. In addition, the Issuer Tender Offer is expected to be the subject of coverage by various newspapers and news agencies, including Bloomberg and Reuters, which are accessible in the United States and by U.S. holders. The Company will seek Shareholder Approval via a postal ballot 10 disseminated via email to all holders of Shares who have provided email addresses to the Company, including such holders of the Shares are held by ADS holders for whom beneficial ownership information is not available from the Depositary. If all such Shares are held by U.S. holders, the percentage of Shares owned by U.S. holders would increase from 16.0% of the Undiluted Share Capital to 19.6% of the Undiluted Share Capital. 10 A postal ballot enables shareholders of an Indian company to vote by electronic means in lieu of transacting business at a general meeting. The postal ballot process entails the company sending a notice via email to all of its shareholders along with the draft resolution(s), explaining the reasons for the same and requesting them to vote in favor or against the resolution(s). If a resolution is approved by the requisite majority of the shareholders by means of postal ballot, it is deemed to have been duly passed at a general meeting.

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September 11, 2025 in the United States, approximately 41 calendar days prior to the date the results of the Shareholder Approval by postal ballot are declared (the “Shareholder Approval Date”). The postal ballot (the “Postal Ballot”) will also be provided to the Depositary (in its capacity as the registered holder of the Shares underlying the ADSs) approximately 41 calendar days prior to the Shareholder Approval Date, who will be instructed to mail the Postal Ballot to registered holders of ADSs. A newspaper advertisement specifying that the Company has dispatched the Postal Ballot will be published in India and in one U.S. newspaper with national circulation approximately one business day after the Postal Ballot is mailed to holders of Shares. Such advertisement will state that in order to participate in the Issuer Tender Offer ADS holders must submit their ADSs to the Depositary for cancellation and withdraw the underlying Shares prior to the Record Date (defined below) and direct ADS holders to the Postal Ballot posted on the Company website and filed on the Commission’s EDGAR database for additional detailed information. The Company will also request that the Depositary make arrangements with Broadridge and Proxy Services Corp., as mailing agents (the “Mailing Agents”) for the participants within DTC. The Mailing Agents will be instructed to mail the Postal Ballot to beneficial holders of ADSs who hold through DTC in “street name”. We have been advised that mailing by the Depositary and the Mailing Agents typically occurs within three to five business days after the date the Mailing Agents receive the materials to be distributed. The Postal Ballot will seek approval for the Issuer Tender Offer and will specify that ADS holders will be eligible to participate in the Issuer Tender Offer by submitting their ADSs to the Depositary for cancellation and withdrawing the underlying Shares prior to the Record Date so that they are holders of Shares on the Transfer Agent’s books as of the Record Date. The Postal Ballot will include instructions on the procedure for submitting ADSs to the Depositary for cancellation and withdrawing the underlying Shares, 11 tendering Shares, including Shares issued upon cancellation of ADSs, once the tender offer is formally commenced, and re-depositing any such Shares that are not accepted in the Issuer Tender Offer back into the depositary facility. The Postal Ballot will also include instructions for registering an email address with the India depositories so that the shareholder can, following the Record Date, receive electronic distributions of tender offer materials. The Postal Ballot will set forth the maximum number of Shares proposed to be bought back and the price at which Shares are proposed to be bought back. In addition, because the Issuer Tender Offer will be only open to shareholders who hold Shares as of a specified record date (“Eligible Shareholders”), including Eligible Shareholders in the United
States, the Postal Ballot will include the approximate expected record date for determining Eligible Shareholders. The Postal Ballot will be filed with the Commission on Schedule TO-C and furnished to the Commission on Form 6-K. The Company expects the Shareholder Approval process will take approximately 41 calendar days from the date the Postal Ballot is disseminated to holders of Shares. 12 If the Company obtains Shareholder 11 Prior to withdrawing Shares underlying their ADSs, ADS holders will need to obtain an income tax number, referred to as a “Permanent Account Number” (a “PAN”), set up an account with a bank or broker in India to hold the Shares in electronic dematerialized form and set up a broker account in India to effect transactions in the Shares. This process, including the potential time period required to implement it, will be described in the Postal Ballot. 12 Regardless of whether an ADS holder intends to participate in the Issuer Tender Offer, such ADS holder will be able to participate in the Postal Ballot process. As would be the case for any Company postal ballot process, such ADS holder may provide instructions to the Depositary as to how to vote the Shares underlying such holder’s ADSs (the “ADS Voting Instruction”). If the holder subsequently provides their ADSs to the

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Approval of the Issuer Tender Offer, the Company will publicly disclose the Shareholder Approval on the websites of the Indian Stock Exchanges and will also file the information with the Commission as preliminary issuer tender offer materials on Schedule TO-C and furnished the information to the Commission on Form 6-K. Upon receipt of Shareholder Approval, the Company will finalize the record date (the “Record Date”) for the purpose of determining Eligible Shareholders and for determining the respective Entitlements of General Shareholders and Small Shareholders. A notice of the Record Date will then be sent to the Indian Stock Exchanges at least three working days (excluding the date of the notice and the Record Date) prior to the Record Date. The notice of the Record Date will be made publicly available on the websites of the Indian Stock Exchanges and the Company and filed with the Commission on Schedule TO-C and furnished to the Commission on Form 6-K. Within two working days of the Shareholder Approval Date, the Company must publish a public announcement (“Initial Public Announcement”) which will once again publicize the price per Share of the Issuer Tender Offer and the maximum number of Shares sought in the Issuer Tender Offer. ADS holders will receive advance notice via the initial Schedule TO-C that to participate in the Issuer Tender Offer they must submit their ADSs to the Depositary for cancellation and withdraw the underlying Shares prior to the Record Date and advance notice via the Postal Ballot of the expected Record Date. The initial Schedule TO-C will be available on the Commission’s EDGAR database approximately 56 calendar days prior to the Shareholder Approval Date and the Postal Ballot will be available on the EDGAR database approximately 41 calendar days prior to the Shareholder Approval Date. Physical copies of the Postal Ballot will be mailed to registered holders of ADSs and beneficial holders of ADSs who hold through DTC in “street name”. After the Shareholder Approval Date, there is a minimum of three working days prior to the Record Date. However, the Company expects that the Record Date will be set six working days from the Shareholder Approval Date. As such, ADS holders who wish to be able to participate in the Issuer Tender Offer will have approximately 64 calendar days (approximately 45 U.S. business days / 42 India working days) from the initial disclosure of the Issuer Tender Offer and tendering procedures on
Schedule TO-C, approximately 49 calendar days (approximately 34 U.S. business days / 31 India working
days) from the availability of the Postal Ballot and approximately 42 to 44 calendar days (approximately 29 to 31 U.S. business days / 27 to 28 India working days) from the mailing to ADS holders of physical copies of the Postal Ballot to become eligible to participate by withdrawing Shares underlying their ADSs from the depositary facility prior to the Record Date so that they will be holders of Shares on the Record Date. We have been advised that the process of establishing a custodial account in India where ADS holders can take delivery of the Shares underlying their ADSs (including obtaining a PAN and completing “know your customer” documentation) typically takes 21 to 35 calendar days but ultimately depends on various factors, including the time to complete the requisite documents, verification of the documentation and governmental agency response time. We have been further advised by the Depositary that ADS holders who have established a custodial account in India where they can take delivery of the Shares underlying Depositary for cancellation and withdraws the underlying Shares, the ADS Voting Instruction would continue to be valid.

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September 11, 2025 their ADSs typically become a holder of such Shares within two to three business days of their request to withdraw such Shares from the depositary facility. B. Issuer Tender Offer Mechanics for Equity Shareholders, including Equity Shareholders in the United States — Public Announcements and Tendering Period. As noted above, within two working days of the Shareholder Approval Date, the Company must publish the Initial Public Announcement. The Initial Public Announcement will include the price per Share of the Issuer Tender Offer and the maximum number of Shares sought in the Issuer Tender Offer. The Company will publish the Initial Public Announcement in at least one English national daily newspaper, one Hindi national daily newspaper, and a regional language daily newspaper, all with wide circulation where the registered office of the Company is located in India. The Company will additionally publish the Initial Public Announcement in one U.S. newspaper with national circulation, being the Wall Street Journal, the New York Times or the Washington Post. The Initial Public Announcement will be available on the websites of SEBI, the Indian Stock Exchanges, the Company and the merchant banker of the Issuer Tender Offer. The Initial Public Announcement will be filed with the Commission on Schedule TO-C as preliminary issuer tender offer communications and furnished to the Commission on Form 6-K. The Company is required to disseminate its letter of offer (“Letter of Offer”) to Eligible Shareholders within two working days of the Record Date. The 2023 Regulations removed the requirement for review of a draft Letter of Offer by SEBI, with the responsibility being placed on the merchant banker of the Issuer Tender Offer to certify compliance with the Buyback Regulations and that the Letter of Offer contains the information required under the Buyback Regulations. In addition to dissemination, the Letter of Offer will also be made publicly available on the website of SEBI. Following the 2023 Regulations, the date of opening of the Issuer Tender Offer is required to be within four working days of the Record Date. On the day of the opening of the Issuer Tender Offer, the Company will file a Schedule TO-I containing the information required therein (inclusive of the Letter of Offer) and disseminate the Issuer Tender Offer by summary publication. In addition, the Letter of Offer will be sent to shareholders who have registered their email addresses for receipt of documents in electronic form to their email addresses registered with the depositories. For U.S. shareholders whose email addresses are not registered, physical copies of the Letter of Offer will be sent by speed post or courier. 13 Under the Buyback Regulations, the Issuer Tender Offer must remain open for a fixed period of five working days following commencement (the “Tendering Period”). The Company intends to open the Issuer Tender Offer on the fourth working day from the Record
Date, and also intends to include a weekend (i) in the period between the Record Date and the date the Issuer Tender Offer opens, and (ii) within the Tendering Period, which will result in the Issuer Tender Offer remaining open for at least seven calendar days. 13 As noted above, ADS holders who may wish to participate in the Issuer Tender Offer will have submitted their ADSs to the Depositary for cancellation and withdrawn the underlying Shares such that they will be holders of Shares on the Record Date and, as a holder of Shares on the Record Date, such former ADS holders will receive the Letter of Offer. Holders of ADSs on the date the Letter of Offer is disseminated will be sent physical copies of the Letter of Offer by speed post or courier upon request for their information.

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September 11, 2025
During the Tendering Period, all Eligible Shareholders who wish to participate in the Issuer Tender Offer must tender their Shares through their stockbroker using the separate acquisition window that is created on one or both of the Indian Stock Exchanges. A shareholder may tender less than, equal to or greater than such shareholder’s Entitlement. A shareholder may withdraw tendered Shares during the Tendering Period. Upon closing of the Issuer Tender Offer, the Transfer Agent and the Company will finalize the allocation to each Eligible Shareholder who validly tendered Shares. All Eligible Shareholders, regardless of whether such shareholders are Small Shareholders or General Shareholders, who tender up to their respective Entitlement will have their Shares accepted. 14 If there is an under-tender by the Small Shareholders as a group or by the General Shareholders as a group, additional Shares will be bought back pro rata among shareholders in the under-tendering group who tendered more than their respective Entitlement. Thereafter, any remaining Shares to be bought back will be bought back pro rata among a combined pool of Small Shareholders and General Shareholders who tendered more than their Entitlement. The Company expects that the proration calculations will be applied and payment for the accepted Shares will be made as promptly as practicable thereafter, and within five working days of the closing of the Issuer Tender Offer, in accordance with the Buyback Regulations. The Company will accept tendered Shares via its broker on the stock exchange settlement mechanism. Once the basis of acceptance is finalized, the clearing corporation will transfer unaccepted Shares directly to the shareholders accounts. The Company will transfer the funds (inclusive of taxes, transaction charges and brokerage fees) pertaining to the offer to the clearing corporation’s bank account. The clearing corporation will then settle the trades by making direct funds payouts to Indian shareholders, who will in turn pay brokerage fees, taxes and transaction charges separately to their brokers. In case of non-resident shareholders (including U.S. shareholders), the clearing corporation will remit funds to the respective non￾resident shareholders’ brokers / custodians, who will in turn deduct transaction charges and brokerage fees and withhold taxes before remitting the net proceeds to such non-resident shareholders. The Company must publish a post-offer public announcement (“Final Public Announcement”) within two working days of completion of the Issuer Tender Offer in the same Indian newspapers as the Initial Public Announcement. The Final Public Announcement will be made publicly available on the websites of SEBI and the Indian Stock Exchanges and filed with the Commission on a Schedule TO-I amendment and furnished to the Commission on Form 6-K. The Final Public Announcement will disclose, among other things, (i) the number of Shares tendered; (ii) the number of
Shares accepted and repurchased; (iii) the price at which the Shares were repurchased; (iv) the total amount invested by the Company in the Issuer Tender Offer; and (v) the consequent changes in the capital structure of the Company resulting from the Issuer Tender Offer. The merchant banks must file a report to SEBI that includes the details of the actual tendering in the Issuer Tender Offer within 15 working days from the date of closing of the Issuer Tender Offer. 14 In certain circumstances, Small Shareholders who hold so few Shares such that their Entitlement is less than one Share may be entitled to have one Share accepted in the Issuer Tender Offer.

Division of Corporation Finance
September 11, 2025
All purchases pursuant to the Issuer Tender Offer will be paid for in Indian Rupees, including purchases from holders of Shares who are resident outside India, in accordance with applicable law. The Buyback Regulations require that payment for tendered Shares be made within five working days of the expiration of the Issuer Tender Offer. 15 The Shares validly tendered and purchased by the Company will be extinguished within seven working days of the expiration of the Issuer Tender Offer.
C. ADS Holder Participation in the Issuer Tender Offer.
A holder of ADSs may participate in the Issuer Tender Offer by delivering their ADSs to the Depositary for cancellation and directing the Depositary to cause the Shares underlying such ADSs to be withdrawn and delivered to such holder prior to the Record Date. As a holder of Shares on the Transfer Agent’s books on the Record Date, they can then tender those Shares in accordance with the process outlined above for the Issuer Tender Offer. ADS holders who withdraw Shares from the depositary facility will be able to re-deposit such Shares (including any Shares not accepted in the Issuer Tender Offer) into the depositary facility 16 provided that they instruct their broker in India to deliver such Shares back to the Depositary’s custodial account within 30 calendar days after expiration of the Tendering Period. The Depositary has agreed to waive the ADS cancellation and issuance fee that would otherwise be payable in connection with the foregoing transactions. 17

15 The Company believes that, pursuant to the exemption granted by Exchange Act Rule 13e-4(h)(i)(2)(iv), payment within this time period will satisfy the “prompt payment” requirements of Exchange Act Rule 13e￾4(f)(5) and Rule 14e-1(c). As the Company undertakes not to change the offer price per Share or to increase or decrease the percentage of the Shares being sought for repurchase from what is set out in the Letter of Offer, the Company is not seeking exemptive relief from Exchange Act Rule 13e-4(f)(1)(ii) and Rule 14e-1(b). 16 The Reserve Bank of India had issued the Depository Receipts Scheme, 2014 effective from December 15, 2014 (“2014 Scheme”), which replaced The Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through Depository Receipt Mechanism) Scheme 1993. The 2014 Scheme permits depository receipts to be converted to underlying permissible securities and vice versa. The Company had been advised by SEBI at the time of undertaking its 2017 issuer tender offer that, in relation to the particular issuer tender offer contemplated by the 2017 exemptive relief request letter, the 2014 Scheme was presently operational and that the conversion of ADSs into Shares and vice versa was available. Since the 2014 Scheme has not been amended with respect to conversion or reconversion of the depository receipts, the Company has been advised by its Indian legal counsel that the same advice holds true. 17 We have been advised that the number of ADSs outstanding at any time must not exceed a specified maximum (we refer to the difference between the number of ADSs outstanding and the specified maximum as the “Headroom”). For all ADSs submitted for cancellation on or after the date set by the Depositary for determining ADS holders entitled to receive the Postal Ballot (the “ADS Shareholder Record Date”) through the final day of the Tendering Period, the Depositary will ensure that there remains sufficient Headroom for the Shares withdrawn pursuant to such cancellation to be able to be re-deposited in the depositary facility, provided that the requisite instructions are given within 30 days after expiration of the Tendering Period. Withdrawn Shares for which such instruction is not given within the specified period, as well as Shares withdrawn prior to the ADS Shareholder Record Date or after the Tendering Period, may be re-deposited to the extent there is available Headroom.

Division of Corporation Finance
September 11, 2025
We note that in certain prior tender offers for the shares of India companies for which exemptive relief was sought and granted by the Commission, an escrow account or similar tender facility (an “ADS Tender Facility”) was utilized to facilitate tenders by ADS holders of the equity shares underlying their ADSs. Such tender offers differ from the Issuer Tender Offer in that they were third-party tender offers (as opposed to issuer tender offers) and, as such, do not require a record date or an entitlement. The Company has been advised by the Depositary that it is not possible for the Depositary to determine the identities and holdings of the beneficial holders of ADS as of a particular date in light of the fact that a very large percentage of the ADSs are held in “street name” position through DTC, some of which are held by “objecting beneficial owners” who have instructed their brokers not to share their information with the Company. Given this inability, it is not possible to identify the ADS holders as of the Record Date who would be eligible to participate in the Issuer Tender Offer or their entitlement under the Buyback Regulations. Thus, we are advised that the principles of record date and entitlement in the Buyback Regulations conflict with the processes that could be implemented by a depositary in an American Depositary Receipt facility. As a result, the Company does not intend to utilize an ADS Tender Facility in connection with the Issuer Tender Offer.
III. Discussion of Exemptive Relief Requested

Pursuant to Regulation 28 of the Buyback Regulations (“Regulation 28”), SEBI has the power to relax the strict enforcement of the requirements prescribed under the Buyback Regulations if such requirement is procedural in nature or may cause undue hardship to investors. However, SEBI has, in the past, declined such applications from issuers seeking to extend the Tendering Period beyond the prescribed period. The Company’s Indian counsel has advised the Company that there is no reason to believe that this position has changed. The Company’s Indian counsel has also confirmed that, apart from Regulation 28, the SEBI does not have the authority to grant any procedural exemptions and there is no legal process under the Buyback Regulations that would either enable or empower SEBI to grant, reject or react to an application for an exemption not contemplated by the Buyback Regulations. Further, to the best of the knowledge of the Company’s Indian counsel, based on publicly available information and their transactional experience, the SEBI has never granted an exemption from the Tendering Period requirement so as to permit a tender offer to be open for 20 business days in compliance with applicable rules under the Exchange Act. Notably, Indian counsel is unaware of any instance in recent years where SEBI has granted any procedural exemption in relation to this aspect of the buyback process as set out under the Buyback Regulations. Accordingly, on behalf of the Company, we respectfully request that the Staff grant exemptive relief to the Company from the rules under the Exchange Act discussed below to enable the Issuer Tender Offer to proceed. Due to the conflicts between the Exchange Act rules discussed below and the regulations under Indian laws, the Issuer Tender Offer cannot be implemented without the requested exemptive relief. For the reasons discussed below, the Company believes the exemptive relief requested is appropriate and that it is in the interest of the shareholders and holders of ADSs to enable the Issuer Tender Offer to proceed. Not only would exemptive relief reflect comity between the Commission and SEBI, but

Division of Corporation Finance
September 11, 2025 it will also enable ADS holders and holders of Shares in the United States to participate in the Issuer Tender Offer. If exemptive relief is granted under Rule 13e-4 and Rule 14e-1, the Issuer Tender Offer will comply in all material respects with all Exchange Act requirements applicable to a tender offer eligible under the Tier II exemption by an issuer with a class of securities registered pursuant to Section 12 of the Exchange Act other than those for which an exemption is sought. A. Minimum Period. Rule 13e-4(f)(1) and Rule 14e-1(a) provide that a tender offer must remain open for a minimum of 20 business days. By contrast, Regulation 9(vi) of the Buyback Regulations requires that an Issuer Tender Offer shall remain open for a fixed period of five working days. Moreover, Regulation 9(vi) of the Buyback Regulations does not allow any reduction or increase of the fixed five working days period. Following March 9, 2023, the effective date of the 2023 Regulations, the Buyback Regulations were amended to reduce the issuer tender offer period from a fixed period of 10 working days to a fixed period of five working days. We understand that the objective of the 2023 Regulations is, among other things, to reduce the time required to complete share repurchases by publicly listed Indian companies. Following the effective date of the 2023 Regulations, the Staff has granted exemptive relief relating to the minimum tender period in the case of two Indian issuer tender offers: Piramal Enterprises Limited (available July 28, 2023) and Larsen & Toubro Limited (available July 25, 2023). The Piramal Enterprises Limited letter and the Larsen & Toubro letter both involved issuer tender offers for equity shares and included a request for exemptive relief with respect to Rule 14e-1(a) to comply with the Buyback Regulations that are also the subject of the request under this letter. The Piramal Enterprises Limited letter contemplated proceeding with the tender offer based solely on board approval and the Larsen & Toubro letter contemplated obtaining shareholder approval to proceed with the tender offer. Further, we are advised that under Indian law in accordance with Section 68(5)(a) of the Companies Act, 2013 read with Regulation 6 read with Regulation 9(viii) of the Buyback Regulations and Regulation 4(2)(c)(i) of the Listing Regulations, the Issuer Tender Offer has to be made to all shareholders of the Company (as of the Record Date set by the Company) and has to be made on equal terms. In light of the discussion above, U.S. holders of the Shares cannot be excluded from the Issuer Tender Offer or be offered different terms from those offered to non-U.S. holders, including with respect to the fixed period of five working days for which the Issuer Tender Offer must remain open under the Buyback Regulations. As the Buyback Regulations require the Company to provide all holders of Shares with the opportunity to participate in the Issuer Tender
Offer on equal terms, the Company intends to structure the Issuer Tender Offer as a single worldwide tender offer, including the United States. In accordance with the Buyback Regulations and applicable Indian law, the Company plans to obtain Shareholder Approval via a postal ballot. The Postal Ballot will be disseminated to the holders of

Division of Corporation Finance
September 11, 2025
Shares, including holders of Shares in United States, whose names appear on the register of members / list of beneficial owners as received from the depositories (NSDL and CDSL) as of a specified date to be determined following Board Approval. The Postal Ballot will be sent to shareholders who have registered their email addresses for receipt of documents in electronic form to their email addresses registered with the depositories. For shareholders whose email addresses are not registered, physical copies of the Postal Ballot will be sent to such shareholders upon request. The Postal Ballot will also be provided to the Depositary, who will be instructed to mail the Postal Ballot to registered holders of ADSs. The Mailing Agents will be instructed to mail the Postal Ballot to beneficial holders of ADSs who hold through DTC in “street name”. We have been advised that mailing by the Depositary and the Mailing Agents typically occurs within three to five business days after the date the Mailing Agents receive the materials to be distributed. The Postal Ballot also will be filed with the Commission on Schedule TO-C and furnished to the Commission on Form 6-K. A newspaper advertisement inter alia specifying that the Company has dispatched the Postal Ballot, the date of commencement and date of end of voting and that in order to participate in the Issuer Tender Offer ADS holders must submit their ADSs to the Depositary for cancellation and withdraw the underlying Shares prior to the Record Date and directing ADS holders to the Postal Ballot posted on the Company’s website and filed on the Commission’s EDGAR database for additional detailed information will be published in India and in one U.S. newspaper with national circulation, being the Wall Street Journal, the New York Times or the Washington Post. The Postal Ballot will include information concerning the Issuer and Issuer Tender Offer, including (i) the resolutions requiring shareholder approval; (ii) the means by which shareholders can vote; (iii) the rationale underlying, and method for executing, the Issuer Tender Offer; (iv) the price per Share of the Issuer Tender Offer; (v) the maximum number of Shares to be sought in the Issuer Tender Offer; (vi) the approximate expected Record Date for determining Eligible Shareholders; (vii) the percentage of the outstanding Shares owned by the Company’s directors, key managerial personnel, promoters and directors of promoters; (viii) instructions for registering an email address with the India depositories so as to be able to receive the Letter of Offer via electronic distribution; (ix) information regarding the process by which ADS holders who cancel their ADSs and take delivery of the underlying Shares prior to the Record Date would be able to participate in the Issuer Tender Offer, including instructions on the procedure for tendering Shares, including Shares delivered to them upon cancellation of their ADSs, and instructions on the procedure for
submitting ADSs to the Depositary for cancellation; and (x) information regarding the process to re-deposited with the Depositary withdrawn Shares that are not purchased in the Issuer Tender Offer. The postal ballot process will take approximately 41 calendar days following emailing of the Postal Ballot to shareholders. As required under the Buyback Regulations, the Company will make an Initial Public Announcement of the Issuer Tender Offer. In the Initial Public Announcement, the Company will once again publicize the price per Share of the Issuer Tender Offer and the maximum number of Shares sought in the Issuer Tender Offer. As required, the Initial Public Announcement will be published in at least one English national daily newspaper, one Hindi national daily newspaper, and a regional language daily newspaper, all with wide circulation where the registered office of the Company is located in India. The Company will additionally publish the Initial Public Announcement in one U.S. newspaper with national circulation, being the Wall Street Journal, the New York Times or the Washington Post. The Initial Public Announcement will be available on the websites of SEBI, the Indian Stock Exchanges, the Company and

Division of Corporation Finance
September 11, 2025 the merchant banker for the Issuer Tender Offer. The Initial Public Announcement will be filed with the Commission on Schedule TO-C as preliminary issuer tender offer communications and furnished to the Commission on Form 6-K. Once the Initial Public Announcement is published, under Indian law the Issuer Tender Offer cannot be withdrawn by the Company. As described earlier in Section I, the Buyback Regulations provide that the issuer must fix a specific Record Date for the purpose of determining entitlements and, thereafter, the issuer and its stock transfer agent shall compute the entitlement of all shareholders based on their shareholding on the Record Date. Within two working days from the Record Date, the Company will dispatch the Letter of Offer to shareholders holding Shares on the Record Date in accordance with Indian law. For the shareholders, including shareholders in the United States, who have registered their email addresses with the depositories, the Letter of Offer shall be dispatched via email delivery on the date of dispatch. For shareholders who have not so registered their email address, holders of Shares in the United States will receive physical copies of the Letter of Offer by speed post or courier within two business days and, in compliance with Indian law, holders of Shares outside the United States will receive physical copies of the Letter of Offer upon request. If shareholders who have been sent the Letter of Offer through electronic means wish to obtain a physical copy of the Letter of Offer, they may send a request in writing to the Company or the Company’s Transfer Agent at the address or email address noted on the cover page of the Letter of Offer. The Letter of Offer will include a statement that the Company expresses no opinion as to whether shareholders should participate in the Issuer Tender Offer and, accordingly, the shareholders are advised to consult their own advisors to consider participation in the Issuer Tender Offer. On the date the Letter of Offer is dispatched to the shareholders and in compliance with Rule 13e￾4, the Company intends to publish a summary advertisement in the U.S. national edition of one widely circulated publication, being the Wall Street Journal, the New York Times or the Washington Post, disclosing the price per Share of the Issuer Tender Offer, the maximum number of Shares sought in the Issuer Tender Offer, the five working days Tendering Period during which the Issuer Tender Offer will remain open, and the other disclosures required under Rule 13e-4(d). The summary advertisement will state that the Letter of Offer has been sent to shareholders who have registered their email addresses with the depositories and is available on the official website of SEBI. Such summary advertisement will also provide that the tender offer materials, including a transmittal letter, are available to any Eligible Shareholder upon request, at the Company’s expense. In further
compliance with Rule 13e-4, the Company will file (i) as soon as practicable on the date of a pre-commencement communication, any pre-commencement written communication relating to the Issuer Tender Offer, from and including the first public announcement of the Issuer Tender Offer following the board meeting at which the Board Approval is obtained; (ii) as soon as practicable on the commencement date of the Issuer Tender Offer, a Schedule TO-I that will include, among other items, a summary term sheet required by Item 1 of Schedule TO and other exhibits required pursuant to Schedule TO; (iii) amendment(s) to the Schedule TO to promptly report any material changes in the information disclosed previously and the results of the offer; and (iv) an amendment to the Schedule TO promptly reporting the results of the Issuer Tender Offer.

Division of Corporation Finance
September 11, 2025
As of August 15, 2025, the Company believes there were approximately 2,600 U.S. holders of Shares, consisting of FP Investors and other investors not resident in India, representing approximately 12.2% of the outstanding Shares. The Company believes it has obtained email addresses for all except 6 of such investors who hold an aggregate of approximately 6,000 Shares. As of August 14, 2025, the Company believes there were approximately 118,243 beneficial holders of ADSs who reside in the United States, representing approximately 3.8% of the outstanding Shares. 18

The Company expects to set the Record Date six working days following the Shareholder Approval Date. The Company intends to open the Issuer Tender Offer on the fourth working day from the Record Date, and also intends to include a weekend (i) in the period between the Record Date and the date the Issuer Tender Offer opens, and (ii) within the Tendering Period, which will result in the Issuer Tender Offer remaining open for at least seven calendar days. Thus, from the date of the first public announcement of the Issuer Tender Offer to the date the Tendering Period ends, approximately 76 calendar days (53 U.S. business days / 50 India working days) will have elapsed. Further, from the date that the Company disseminates the Postal Ballot to the date the Tendering Period ends, approximately 61 calendar days (42 U.S. business days / 39 India working days) will have elapsed. On behalf of the Company, we respectfully request that the Staff grant exemptive relief with respect to Rule 13e-4(f)(1) and Rule 14e-1(a) to permit the Issuer Tender Offer to remain open for five working days. To facilitate the Staff’s consideration of this request, we have set forth in Annex A a sample timeline that reflects the foregoing discussion. B. Record Date. Rule 13e-4(f)(8)(i) under the Exchange Act provides that a tender offer must be open to all security holders of the class of securities subject to the tender offer during the period such offer remains open. This “all-holders” rule prohibits discriminatory treatment of security holders of the class of securities subject to the tender offer. The Buyback Regulations provide that the issuer must fix a specific Record Date, and that only shareholders as of the Record Date are eligible to participate in the Issuer Tender Offer. Absent a Record Date, the Company and its Transfer Agent could not determine Entitlements as such Entitlements are based on each individual’s shareholdings as of a specific date. U.S. holders of the Shares and ADSs will receive advance notice of the upcoming Issuer Tender Offer through SEC filings and newspaper publications in the United States, the Company’s website and the postal ballot process. In addition, the Issuer Tender Offer is expected to be the subject of coverage by various newspapers and news agencies, including Bloomberg and Reuters, which are accessible in the United States and by U.S. holders. As a result, U.S. holders of Shares and ADSs will be informed as early as 64 calendar days (approximately 45 U.S. business days) prior to the Record Date that they will need to be holders of Shares as of the Record Date in order to participate in the Issuer Tender Offer. ADS holders who intend to participate in the Issuer Tender Offer will need to surrender their ADSs for cancellation and 18 As noted above, the Company cannot determine the residency of the holders of approximately 3.6% of the outstanding Shares represented by ADSs.

Division of Corporation Finance
September 11, 2025 withdraw the Shares underlying such ADSs from the depositary facility prior to the Record Date. Such Shares (including any Shares not accepted in the Issuer Tender Offer) may be re-deposited into the depositary facility. On behalf of the Company, we respectfully request that the Staff grant exemptive relief with respect to Rule 13e-4(f)(8)(i) to permit the Issuer Tender Offer to be offered to only shareholders as of the Record Date in accordance with applicable Indian laws and regulations.
C. Allocation/Proration for a Tender Offer.
Rule 13e-4(f)(3) under the Exchange Act requires that if an issuer tender offer is for fewer than all of the outstanding equity securities of a class, and if the number of securities tendered exceeds the number that the issuer is bound or willing to take up and pay for, the issuer must accept and pay for the securities as nearly as may be pro rata, disregarding fractions, according to the number of securities tendered by each security holder during the period that the offer remains open. Stated differently, tender offer proration as mandated by Rule 13e-4(f)(3) involves the application of the same proration factor for all shareholders and all shares tendered. In contrast, the Buyback Regulations provide that the issuer must fix a specific Record Date for the Issuer Tender Offer for the purpose of determining Entitlements and, thereafter, the issuer and its transfer agent shall compute the Entitlement of all shareholders based on the buyback size and their individual shareholding as of the Record Date. Further, under Regulation 9(ix) of the Buyback Regulations, the Shares proposed to be bought back are divided into two categories (a) a “reserved category” for Small Shareholders; and (b) a “general category” for General Shareholders. The Entitlement of a shareholder in each category is calculated accordingly. Pursuant to Regulation 6 of the Buyback Regulations, 15% 19 of the number of Shares which the issuer proposes to buy back or the number of Shares entitled as per their shareholding, whichever is higher, must be reserved for Small Shareholders. This rule effectively requires the Company to reserve 15% of the number of Shares to be bought back in the Issuer Tender Offer for Small Shareholders. Thus, in practice, the Small Shareholders’ Entitlement is usually greater than the Entitlement for General Shareholders. The issuer must purchase all shares tendered by each shareholder who has tendered less than or up to their Entitlement. For those shareholders who tender a number of shares in excess of their Entitlement, the issuer will accept all shares tendered by each shareholder up to their Entitlement and, depending on the availability of the buyback size, will accept on a pro rata basis based on the number of shares tendered by shareholders who tendered shares in excess of their respective Entitlements. As described in Section II.A, if there is an under-tender by the Small Shareholders as a group or by the General Shareholders as a group, additional shares will be bought back pro rata among shareholders in the under-tendering group who 19 As amended by the 2023 Regulations, if any member of the Company’s promoter or promoter group declares its intention to not participate in the Issuer Tender Offer, then the Shares held by such promoter or promoter group are excluded from calculating the 15%.

Division of Corporation Finance
September 11, 2025 tendered more than their respective Entitlement and, thereafter, any remaining shares will be bought back pro rata among a combined pool of Small Shareholders and General Shareholders who tendered more than their Entitlement. The Issuer Tender Offer will be for a small portion of the outstanding Shares (up to approximately 2.5%, subject to final determination by the Company’s board of directors). There is no requirement that a minimum number of Shares be tendered under the Buyback Regulations. Therefore, if less than the amount of Shares sought in the Issuer Tender Offer is tendered, all Shares validly tendered will be taken up and paid for in the Issuer Tender Offer. The system of Entitlements under the Buyback Regulations, particularly the special treatment of Small Shareholders, is contrary to the plain reading of the pro rata allocation mandated under Rule 13e￾4(f)(3) and the general principle of equal treatment under Rule 13e-4. As previously discussed in Section II.A., ADS holders who wish to be able to participate in the Issuer Tender Offer will have a minimum of approximately 64 calendar days (approximately 45 U.S. business days) advance notice that to be eligible to participate in the Issuer Tender Offer they must withdraw Shares underlying their ADSs from the depositary facility prior to the Record Date so that they will be holders of Shares on the Record Date. Prior to effecting the withdrawal, ADS holders will have been provided all material information concerning the Issuer Tender Offer, including the price per Share of the Issuer Tender Offer, the maximum number of Shares sought in the Issuer Tender Offer, and the process by which ADS holders can participate in the Issuer Tender Offer. Each U.S. holder of Shares, including each former ADS holder who cancelled ADSs, withdrew the Shares represented thereby and became a shareholder as of the Record Date, will be allocated an Entitlement that is dependent on their shareholdings as of the Record Date. As such, Small Shareholders who reside in the United States, including Small Shareholders who became such through withdrawal of Shares underlying ADSs, would similarly benefit from the relatively “larger” Entitlement applicable to Small Shareholders. On behalf of the Company, we respectfully request that the Staff grant exemptive relief with respect to Rule 13e-4(f)(3) to permit the Issuer Tender Offer to be allocated initially based on Entitlements and thereafter on a pro rata basis in accordance with applicable Indian laws and regulations.
IV. Conclusion
Issuer tender offers in India, including the Company’s proposed Issuer Tender Offer, are subject to the Indian regulatory regime as prescribed under the Companies Act, 2013, and the rules made thereunder, and the Buyback Regulations. Due to the conflict between Rule 13e-4 and Rule 14e-1 and mandatory Indian law requirements, in the absence of exemptive relief the Issuer Tender Offer cannot be implemented without violating either the U.S. or Indian regulatory regimes. Accordingly, on behalf of the Company, we respectfully request that the Staff grant the Company exemptive relief from Rule 13e-4 and Rule 14e-1 to permit the Issuer Tender Offer to be (i) open for a period of five working days; (ii) offered to only holders of Shares as of the Record Date; and (iii) allocated initially based on Entitlements and thereafter on a pro rata basis, all in accordance with applicable Indian laws and regulations. The exemptive relief requested

Division of Corporation Finance
September 11, 2025 will enable the Company to avoid issues arising out of inconsistencies between Rule 13e-4 and Rule 14e-l and Indian legal requirements with respect to the Issuer Tender Offer, which the Company believes is in the interest of all shareholders of the Company, including U.S. shareholders. If you have any questions or require any additional information, please contact us at (650) 493- 9300. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation Steven V. Bernard Tamara M. Brightwell cc: Inderpreet Sawhney, Infosys Limited Varoon Chandra, AZB & Partners

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September 11, 2025
Annex A
Action Working Days 20 Calendar Days
Notification to Stock Exchanges of Board meeting to consider the Issuer Tender Offer X-3 X-3 Date of Board Approval X X Notification to Stock Exchanges of outcome of Board Approval X (within 30 minutes of Board meeting ending) X (within 30 minutes of Board meeting ending) File Schedule TO-C including summary information regarding process for ADS holders to participate in the Issuer Tender Offer X X Mail Postal Ballot to Shareholders and Provide to Depositary X+11 X+15 Furnish Shareholder Materials on Form 6-K X+11 X+15 Publication of Notice of Dispatch of Postal Ballot in a National Newspaper X+12 X+18 Depositary and Mailing Agents Mail Postal Ballot to ADS Holders X+14 to 15 X+20 to 22 Shareholder Approval Date X+36 X+56 Public Notification of Record Date X+36 X+56 Publication of the Initial Public Announcement in a National Newspaper X+38 X+60 Record Date X+42 X+64 20 This illustrative chart assumes “X” is September 11, 2025.

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September 11, 2025
Dispatch of the Letter of Offer X+44 X+68
Opening of Tendering Period X+46 X+70
Closing of Tendering Period X+50 X+76
Payment to Shareholders X+55 X+83
Publication of Final Public
Announcement
X+57 X+85