UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 2)*

Luxoft Holding, Inc.

(Name of Issuer)

Class A Ordinary Shares

(Title of Class of Securities)

Class A Ordinary Shares: G57279104

(CUSIP Number)

June 12, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:   ¨  Rule 13d-1(b) ¨  Rule 13d-1(c) x Rule 13d-1(d)   *The remainder of this cover page shall be filled out for a reporting  person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. This filing constitutes Amendment No.2 of the previously filed Schedule 13G by IBS Group Holding Limited and an initial filing on Schedule 13G by Awosting Ltd. and Codeffroy Ltd.   The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

1           NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IBS Group Holding Limited
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3           SEC USE ONLY
4           CITIZENSHIP OR PLACE OF ORGANIZATION Isle of Man
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5           SOLE VOTING POWER 0
	6           SHARED VOTING POWER 13,107,279(1)
	7           SOLE DISPOSITIVE POWER 0
	8           SHARED DISPOSITIVE POWER 13,107,279(1)
9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,107,279(1)(2)
10           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  o
11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 41% (1)(2)
12           TYPE OF REPORTING PERSON CO
(1) Includes 12,417,582 Class B Ordinary Shares and 689,697 Class A Ordinary Shares each held indirectly by IBS Group Holding Limited through its wholly owned subsidiaries Awosting Ltd. and Codeffroy Ltd.  The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, including dividend and liquidation rights, except with respect to voting and conversion. Each Class A Ordinary Share is entitled to one vote per share.  Each Class B Ordinary Share is entitled to 10 votes per share and it is convertible at any time into one Class A Ordinary Share.   (2) Assumes conversion of all such reporting person's Class B Ordinary Shares into Class A Ordinary Shares.

 

 

1           NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Awosting Ltd.
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3           SEC USE ONLY
4           CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5           SOLE VOTING POWER 0
	6           SHARED VOTING POWER 9,771,128(1)
	7           SOLE DISPOSITIVE POWER 0
	8           SHARED DISPOSITIVE POWER 9,771,128(1)
9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,771,128(1)(2)
10           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  o
11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 33.8% (1)(2)
12           TYPE OF REPORTING PERSON CO
(1) Includes 9,337,100 Class B Ordinary Shares and 434,028 Class A Ordinary Shares each held directly by Awosting Ltd.  Awosting Ltd. is a wholly owned subsidiary of IBG Group Holding Limited. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, including dividend and liquidation rights, except with respect to voting and conversion. Each Class A Ordinary Share is entitled to one vote per share.  Each Class B Ordinary Share is entitled to 10 votes per share and it is convertible at any time into one Class A Ordinary Share.   (2) Assumes conversion of all such reporting person's Class B Ordinary Shares into Class A Ordinary Shares.

 

 

1           NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Codeffroy Ltd.
2           CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3           SEC USE ONLY
4           CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5           SOLE VOTING POWER 0
	6           SHARED VOTING POWER 3,336,151(1)
	7           SOLE DISPOSITIVE POWER 0
	8           SHARED DISPOSITIVE POWER 3,336,151(1)
9           AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,336,151(1)(2)
10           CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  o
11           PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.7% (1)(2)
12           TYPE OF REPORTING PERSON CO
(1) Includes 3,080,482 Class B Ordinary Shares and 255,669 Class A Ordinary Shares each held directly by Codeffroy Ltd.  Codeffroy Ltd. is a wholly owned subsidiary of IBS Group Holding Limited. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, including dividend and liquidation rights, except with respect to voting and conversion. Each Class A Ordinary Share is entitled to one vote per share.  Each Class B Ordinary Share is entitled to 10 votes per share and it is convertible at any time into one Class A Ordinary Share.   (2) Assumes conversion of all such reporting person's Class B Ordinary Shares into Class A Ordinary Shares.

 

 

Item 1.
	(a)	Name of Issuer:
		Luxoft Holding, Inc
	(b)	Address of Issuer’s Principal Executive Offices:
		Akara Building
		24 De Castro Street Wickhams Cay 1
		Road Town, Tortola
		British Virgin Islands
Item 2.
	(a)	Name of Person Filing:
		IBS Group Holding Limited
		Awosting Ltd.
		Codeffroy Ltd.
	(b)	Address of Principal Business Office:
		c/o IBS Group Holding Limited Kissack Court 29 Parliament Street Ramsey, IM8 1AT Isle of Man
	(c)	Citizenship:
		IBS Group Holding Limited: Isle of Man Awosting Ltd.:  British Virgin Islands Codeffroy Ltd.: British Virgin Islands
	(d)	Title of Class of Securities:
		Class A Ordinary Shares
	(e)	CUSIP Number:
		Class A Ordinary Shares: G57279104
Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	£ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	£ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	£ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	£ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	£ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	£ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	£ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	£ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

	(i)	£ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	£ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership.

IBS Group Holding Limited
	(a) Amount Beneficially Owned: See the responses to Item 9 on page 2.
	(b) Percent of class: See the responses to Item 11 on page 2.
	(c) Number of Shares as to which the person has
		(i) Sole power to vote or to direct the vote See the responses to Item 5 on page 2.
		(ii) Shared power to vote or to direct the vote See the responses to Item 6 on page 2.
		(iii) Sole power to dispose or to direct the disposition of See the responses to Item 7 on page 2.
		(iv) Shared power to dispose or to direct the disposition See the responses to Item 8 on page 2.
Awosting Ltd.
	(a) Amount Beneficially Owned: See the responses to Item 9 on page 3.
	(b) Percent of class: See the responses to Item 11 on page 3.
	(c) Number of Shares as to which the person has
		(i) Sole power to vote or to direct the vote See the responses to Item 5 on page 3.
		(ii) Shared power to vote or to direct the vote See the responses to Item 6 on page 3.

		(iii) Sole power to dispose or to direct the disposition of See the responses to Item 7 on page 3.
		(iv) Shared power to dispose or to direct the disposition See the responses to Item 8 on page 3.
Codeffroy Ltd.
	(a) Amount Beneficially Owned: See the responses to Item 9 on page 4.
	(b) Percent of class: See the responses to Item 11 on page 4.
	(c) Number of Shares as to which the person has
		(i) Sole power to vote or to direct the vote See the responses to Item 5 on page 4.
		(ii) Shared power to vote or to direct the vote See the responses to Item 6 on page 4.
		(iii) Sole power to dispose or to direct the disposition of See the responses to Item 7 on page 4.
		(iv) Shared power to dispose or to direct the disposition See the responses to Item 8 on page 4.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.
Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	Not applicable.
Item 9.	Notice of Dissolution of a Group.
	Not applicable.
Item 10.	Certification.
	Not applicable.

 

 

Dated: June 22 , 2015	IBS Group Holding Limited
	By: /s/ Glen Granovsky
	Name: Glen Granovsky
	Title: Director
	Awosting Ltd.
	By:  /s/ Glen Granovsky
	Name: Glen Granovsky
	Title:  Director
	Codeffroy Ltd.
	By:  /s/ Glen Granovsky
	Name: Glen Granovsky
	Title:  Director

 

Dated: June 12 , 2015	IBS Group Holding Limited
	By: /s/ Glen Granovsky
	Name: Glen Granovsky
	Title: Director
	Awosting Ltd.
	By:  /s/ Glen Granovsky
	Name:  Glen Granovsky
	Title:  Director
	Codeffroy Ltd.
	By:  /s/  Glen Granovsky
	Name:  Glen Granovsky
	Title:  Director