{"url_path":"/sec/infy/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 Description of Securities Other Than Equity Securities","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1067491/0001193125-26-270520-index.html","accession_number":"0001193125-26-270520","cik":"0001067491","ticker":"INFY","issuer_name":"Infosys Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1067491/0001193125-26-270520-index.html","primary_entity_key":"0001067491","primary_entity_name":"Infosys Ltd"},"word_count":777,"has_tables":true,"body_markdown":"Item 12. Description of Securities Other Than Equity Securities\n\nThe fees and charges payable by holders of our ADSs include the following:\n\ni.\na fee not in excess of U.S.$0.05 per ADS is charged for each issuance of ADSs including issuances resulting from distributions of shares, share splits, and rights distributions;\n\nii.\na fee not in excess of U.S.$0.05 per ADS is charged for each surrender of ADSs in exchange for the underlying deposited securities;\n\niii.\na fee not in excess of U.S.$0.01 per ADS for each cash distribution;\n\niv.\na fee not in excess of U.S.$0.01 per ADS is charged for each stock dividend or other free/bonus distribution of the underlying deposited securities distributed in the form of ADSs;\n\nv.\nan annual fee not in excess of U.S.$0.02 per ADS for the operation and maintenance costs in administering the ADSs; and\n\nvi.\na fee for the distribution of the deposited securities pursuant to the deposit agreement, such fee being an amount equal to the fee for the execution and delivery of ADSs referred to in item (i) above which would have been charged as a result of the deposit of such securities, which were instead distributed by the depositary to ADS holders.\n\nAdditionally, under the terms of our deposit agreement, the depositary is entitled to charge each registered holder the following:\n\ni.\ntaxes and other governmental charges incurred by the depositary or the custodian on any ADS or an equity share underlying an ADS;\n\nii.\ntransfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities, including those of a central depository for securities (where applicable);\n\niii.\nany cable, telex, facsimile transmission and delivery expenses incurred by the depositary;\n\niv.\ncustomary expenses incurred by the depositary in the conversion of foreign currency, including, without limitation, expenses incurred on behalf of registered holders in connection with compliance with foreign exchange control restrictions and other applicable regulatory requirements;\n\nv.\nfees and expenses of the depositary incurred in connection with compliance with regulatory requirements applicable to ADSs or the underlying deposited securities; and\n\nvi.\nfees and expenses incurred by the depositary or its agents in connection with the servicing of the ADSs or the underlying deposited securities, the sale of securities, the delivery of the underlying deposited securities or otherwise in connection with the depositary's or the custodian's compliance with applicable laws, rules or regulations.\n\n \n\nIn the case of cash distributions, fees are generally deducted from the cash being distributed. Other fees may be collected from holders of ADSs in a manner determined by the depositary with respect to ADSs registered in the name of investors (whether certificated or in book-entry form) and ADSs held in brokerage and custodian accounts (via DTC). In the case of distributions other than cash (i.e., stock dividends.), the depositary charges the applicable ADS record date holder concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or in book-entry form), the depositary sends invoices to the applicable record date ADS holders.\n\nIf any tax or other governmental charge is payable by the holders and / or beneficial owners of ADSs to the depositary, the depositary, the custodian or we may withhold or deduct from any distributions made in respect of deposited securities and may sell for the account of the holder and / or beneficial owner any or all of the deposited securities and apply such distributions and sale proceeds in payment of such taxes (including applicable interest and penalties) or charges, with the holder and the beneficial owner thereof remaining fully liable for any deficiency.\n\nFees and other payments made by the depositary\n\nDuring fiscal 2026, expenses aggregating approximately $227,413 were incurred by the Depositary in relation to our ADS program towards payment made to proxy processing firms for mailing the notice, proxy card and other interim communications to ADS holders or their brokers including dividend re-investment and transfer fees.\n\nFor the year ended March 31, 2026, the Depositary has made payments to Infosys totaling to approximately $5.04 million (post deduction of withholding tax) which we may use for investor relations activities related to the ADR program, including the production of annual reports and Form 20-F filings, listing fees, road shows, investor targeting, peer analysis, perception studies, postage for mailing annual and interim reports and other communications to ADR holders, broker conferences, analyst events, etc. Under certain circumstances, including termination of our ADS program or removal of our Depositary, we may be required to repay to the Depositary a portion of the amounts reimbursed in prior periods.\n\nPart II"}