S-8

As filed with the Securities and Exchange Commission on July 29, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INFOSYS LIMITED

(Exact name of registrant as specified in its charter)

Bangalore, Karnataka, India	58-1760235
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Electronics City, Hosur Road

Bangalore, Karnataka, India 560 100

(Address of Principal Executive Offices) (Zip Code)

Infosys Limited 2015 Stock Incentive Compensation Plan

(Full title of the plan)

Dr. Vishal Sikka

Chief Executive Officer

Infosys Limited

Electronics City, Hosur Road

Bangalore, Karnataka, India 560 100

(Name and address of agent for service)

+91-80-2852-0261

(Telephone number, including area code, of agent for service)

Copy to:

Zaitun Poonja, Esq.

Thomas W. Kellerman, Esq.

Morgan, Lewis & Bockius LLP

1400 Page Mill Road

Palo Alto, CA 94304

(650) 843-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered (1)	Amount to be Registered (2)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Equity shares, par value Rs. 5 per share	12,704,483 (3)	$16.61 (4)	$211,021,462.63	$21,249.87

⁽¹⁾  The equity shares, par value Rs. 5 per share (“Equity Shares”), of Infosys Limited (the “Registrant”) registered hereunder may be represented by American Depositary Shares (“ADSs”), each of which represents one Equity Share. The Registrant’s ADSs issuable upon deposit of the Equity Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-200730).

⁽²⁾  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”) this registration statement shall also cover any additional Equity Shares that become issuable pursuant to the Infosys Limited 2015 Stock Incentive Compensation Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Equity Shares.

⁽³⁾  On or about March 31, 2016, members of the Registrant voted by postal ballot and approved the 2015 Plan, which replaced the Infosys Limited 2011 RSU Plan (the “2011 RSU Plan”). The maximum number of Equity Shares to be issued under the 2015 Plan shall not exceed 24,038,883 shares, which includes 11,334,400 Equity Shares held under the 2011 RSU Plan that were previously registered under a Registration Statement on Form S-8 (Registration No. 333-197833) filed on August 4, 2014. Accordingly, the Registrant hereby registers the additional 12,704,483 Equity Shares under the 2015 Plan with this Registration Statement on Form S-8.

⁽⁴⁾ Estimated in accordance with Rule 457(h) and 457(c) solely for the purpose of calculating the registration fee on the basis of $16.61 per share, which represents the average of the high and low prices of the Registrant’s ADSs on July 28, 2016, as reported on the New York Stock Exchange.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Registrant with the Commission are hereby incorporated by reference in this Registration Statement:

A. The Registrant’s Annual Report on Form 20-F for the year ended March 31, 2016, filed with the Commission on May 18, 2016;

B. All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by its Annual Report referred to above (other than information deemed to have been “furnished” rather than “filed” in accordance with the SEC’s rules); and

C. The Registrant’s Registration Statement on Form 8-A (File No. 001-35754) filed with the Commission on December 5, 2012, pursuant to Section 12 of the Exchange Act, in which there is a description of the Registrant’s American Depositary Shares and Equity Shares.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, if any, on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant has entered into agreements to indemnify its directors and officers for claims brought under U.S. laws to the fullest extent permitted by Indian law. These agreements, among other things, indemnify the Registrant’s directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person’s services as the Registrant’s director or officer. The form of the indemnification agreement for the Registrant’s directors and officers is incorporated by reference as an exhibit to the Registrant’s Annual Report on Form 20-F.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit Number	Description
4.1	Amended and Restated Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of American Depositary Receipt) (incorporated by reference to Exhibit (A) to the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-6 (File No. 333-72199) filed on March 28, 2003).
4.2	Amendment No. 1 to the Amended and Restated Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 99(a)(2) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 (File No. 333-72199) filed on June 30, 2004).
4.3	Amendment No. 2 to Amended and Restated Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 99(a)(3) to the Registrant’s Registration Statement on Form F-6 (File No. 333-200730) filed on December 4, 2014).
5.1	Opinion of Cyril Amarchand Mangaldas, as to the legality of the securities being registered.
23.1	Consent of KPMG, Independent Registered Public Accounting Firm.
23.2	Consent of Cyril Amarchand Mangaldas (included in Exhibit 5.1 hereto).
24.1	Power of Attorney (included as part of the signature page to this Registration Statement).
99.1	Registrant’s 2015 Stock Incentive Compensation Plan.

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ITEM 9. UNDERTAKINGS.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such

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director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, California, on July 29, 2016.

INFOSYS LIMITED
By:	/s/ David D. Kennedy
David D. Kennedy
Executive Vice President – General Counsel and Chief Compliance Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENT, that the individuals whose signatures appear below constitute and appoint Dr. Vishal Sikka, M.D. Ranganath and David D. Kennedy, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Dr. Vishal Sikka Dr. Vishal Sikka	Chief Executive Officer and Managing Director (Principal Executive Officer)	July 29, 2016
/s/ M.D. Ranganath M.D. Ranganath	Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer)	July 29, 2016
/s/ U.B. Pravin Rao U.B. Pravin Rao	Chief Operating Officer and Whole-time Director	July 29, 2016
/s/ R. Seshasayee R. Seshasayee	Non-Executive Chairman and Independent Director	July 29, 2016
/s/ Prof. John W. Etchemendy Prof. John W. Etchemendy	Independent Director	July 29, 2016
/s/ Roopa Kudva Roopa Kudva	Independent Director	July 29, 2016

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/s/ Dr. Punita Kumar Sinha Dr. Punita Kumar Sinha	Independent Director	July 29, 2016
/s/ Prof. Jeffrey S. Lehman Prof. Jeffrey S. Lehman	Independent Director	July 29, 2016
/s/ Kiran Mazumdar-Shaw Kiran Mazumdar-Shaw	Independent Director	July 29, 2016
/s/ Ravi Venkatesan Ravi Venkatesan	Independent Director	July 29, 2016

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INDEX TO EXHIBITS

Exhibit Number	Description
4.1	Amended and Restated Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (including as an exhibit, the form of American Depositary Receipt) (incorporated by reference to Exhibit (A) to the Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form F-6 (File No. 333-72199) filed on March 28, 2003).
4.2	Amendment No. 1 to the Amended and Restated Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 99(a)(2) to the Registrant’s Post-Effective Amendment No. 2 to the Registration Statement on Form F-6 (File No. 333-72199) filed on June 30, 2004).
4.3	Amendment No. 2 to Amended and Restated Deposit Agreement among the Registrant, Deutsche Bank Trust Company Americas and holders from time to time of American Depositary Receipts issued thereunder (incorporated by reference to Exhibit 99(a)(3) to the Registrant’s Registration Statement on Form F-6 (File No. 333-200730) filed on December 4, 2014).
5.1	Opinion of Cyril Amarchand Mangaldas, as to the legality of the securities being registered.
23.1	Consent of KPMG, Independent Registered Public Accounting Firm.
23.2	Consent of Cyril Amarchand Mangaldas (included in Exhibit 5.1 hereto).
24.1	Power of Attorney (included as part of the signature page to this Registration Statement).
99.1	Registrant’s 2015 Stock Incentive Compensation Plan.

EX-5.1

Exhibit 5.1

cyril amarchand mangaldas

Ref: BLR/596 July 27, 2016

Infosys Limited

Electronics City, Hosur Road

Bangalore, Karnataka, India 560 100

Re: Registration statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by you with the Securities and Exchange Commission on or about July 27, 2016, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 12,704,483 shares of your Equity Shares (the “Shares”), reserved for issuance pursuant to the Infosys Limited 2015 Stock Incentive Compensation Plan (the “2015 Plan”). Please note that the 2015 Plan has reserved 24,038,883 equity shares, which includes 11,334,400 Equity Shares held under the 2011 Restricted Stock Unit Plan that, we understand, were previously registered under a Registration Statement on Form S-8 (Registration No. 333-197833) filed on August 4, 2014. We understand that only the additional 12,704,483 Equity Shares under the 2015 Plan are required to be registered now. As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issue of the Shares pursuant to the 2015 Plan.

It is our opinion that the Shares, when issued in the manner referred to in the 2015 Plan and pursuant to the agreements which accompany the 2015 Plan, will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the registration Statement and any amendment thereto.

Yours sincerely

For Cyril Amarchand Mangaldas

Rashmi Pradeep

Partner

cyril amarchand mangaldas

advocates & solicitors

201, midford house, off. m.g. road, bengaluru – 560 001, india

t: +91 80 2558 4870 f: +91 80 2558 4266 email: cam.bengaluru@cyrilshroff.com

other offices: mumbai, new delhi, hyderabad, chennai & ahmedabad

EX-23.1

Exhibit 23.1

KPMG (Registered) Maruthi Info-Tech Centre 11-12/1 Inner Ring Road Koramangala Bangalore 560 071 India Telephone  +91 80 3980 6000 Fax             +91 80 3980 6999 Internet       www.in.kpmg.com

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Infosys Limited:

We consent to the use of our reports dated May 18, 2016, with respect to the consolidated balance sheets of Infosys Limited as of March 31, 2016 and 2015, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended March 31, 2016, and the related financial statement schedule II, and the effectiveness of internal control over financial reporting as of March 31, 2016, incorporated herein by reference.

KPMG

Bangalore, India

July 26, 2016

KPMG, an Indian partnership and a member firm of the

KPMG network of independent member firms affiliated

with KPMG International Cooperative (“KPMG International”)

a Swiss entity.

EX-99.1

Exhibit 99.1

INFOSYS LIMITED

2015 STOCK INCENTIVE COMPENSATION PLAN

(formerly known as the 2011 RSU Plan)

1. Purposes of the Plan. The purposes of this Plan are:

• Attract, retain and motivate talented and critical employees;

• Encourage employees to align individual performance with Company objectives;

• Reward employee performance with ownership in proportion to their contribution;

• Align employee interest with those of the organization.

• The 2011 RSU Plan stands deleted and replaced by the 2015 Stock Incentive Compensation Plan stated herein.

2. Definitions. As used herein, the following definitions will apply:

a) “Act” means the Companies Act, 2013.

b) “Administrator” means the Nominations and Remuneration Committee that administers the Plan either through itself or through a trust that is set up for this purpose, in accordance with Section 4 of the Plan.

c) “Applicable Laws” means the legal requirements applicable to an Award or the Plan, including, without limitation, the Act, the SEBI Regulations, the Insider Trading Regulations and all relevant tax, securities, exchange control or corporate laws, rules and regulations of India and the applicable laws, rules and regulations of any other country or jurisdiction where the Award is granted and the rules and regulations of any stock exchange on which the Shares or Depository Shares underlying such Award are listed or quoted, as such laws, rules, regulations and requirements shall be in place from time to time.

d) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights or Restricted Stock Units.

e) “Award Agreement” means the written or electronic agreement between the Company and a Participant setting forth the terms and provisions applicable to an Award granted to the Participant under the Plan.

f) “Board” means the Board of Directors of the Company.

g) “Change in Control” means the occurrence of any of the following events:

i) A change in the ownership of the Company which occurs on the date that any one person or more than one person acting as a group (“Person”) acquires ownership of the stock of the Company that, together with any stock previously held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, provided, however, that for purposes of this subsection (i), the acquisition of additional stock by any one Person who is considered to own more than 50% of the total voting power of the stock of the Company prior to the acquisition of the additional stock will not be considered a Change in Control, or A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose 2 appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election, or

ii) A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection 2(h)(iii). For purposes of this subsection 2(h)(iii), “gross fair market value” means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets, or

iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

iv) For purposes of this Section 2(h), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. In addition, if any Person is considered to effectively control the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control.

h) “Code” means the U.S. Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

i) “Company” means Infosys Limited, a Republic of India corporation, or any successor thereto.

j) “Director” means a member of the Board.

k) “Disability” means any disability of whatsoever nature be it physical, mental or otherwise which incapacitates or prevents or handicaps a Participant from performing any specific job, work or task which such Participant was capable of performing immediately before such disablement.

l) “Employee” means a permanent employee of the Company (or a holding company or a Subsidiary of the Company) working in India or out of India, or an employee eligible to participate in this Plan as set out in the SEBI Regulations.

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m) “Exercise Price” means, the price payable by the Participant to exercise an Award granted under the Plan as may be decided by the Administrator from time to time, including any revisions that are permitted under the SEBI Regulations.

n) “Exercise Period” means the time period after Vesting within which the Participant can exercise his right to apply for the issue of Shares against the Award Vested in him or her pursuant to the Plan.

o) “Incentive Option” shall mean an Option which satisfies the requirements of Code Section 422.

p) “Independent Director” means an independent director as determined under Clause 49 of the equity Listing Agreement as prescribed by SEBI.

q) “Insider Trading Regulations” means the SEBI (Prohibition of Insider Trading) Regulations, 2015 (any any successor thereto) and any insider trading regulations applicable to a Participant in any other jurisdiction, as amended from time to time.

r) “Market Price” per Share on any relevant date means the latest available closing price per Share on the date immediately prior to the relevant date on the stock exchange on which the Shares are listed. If the Shares are listed on more than one stock exchange, then the closing price on the stock exchange on which the Shares have the highest trading volume on such date shall be used.

s) “Nominations and Remuneration Committee” means the Nominations and Remuneration Committee (and any successor committees) constituted by the Board from time to time.

t) “Non-Statutory Option” shall mean an Option which does not qualify as an Incentive Option.

u) “Option” means an option granted pursuant to Section 7 of the Plan, comprising of a right but not an obligation granted to a Participant to apply for and be issued Shares at the Exercise Price during or within the Exercise Period, subject to the requirements of Vesting.

v) “Participant” means any person in India or outside who is granted an Award under the Plan.

w) “Plan” means this 2015 Stock Incentive Compensation Plan.

x) “Promoter” means a promoter within the meaning of the SEBI Share-Based Employee Benefit Regulations, 2014 (or any successor thereto), as amended from time to time.

y) “Promoter Group” means promoter group within the meaning of the SEBI Share-Based Employee Benefit Regulations, 2014 (or any successor thereto), as amended from time to time.

z) “Restricted Stock Unit” means a restricted stock unit granted pursuant to Section 6 of the Plan, comprising of a right but not an obligation granted to a Participant to apply for and be issued Shares at the Exercise Price, during or within the Exercise Period, subject to the requirements of Vesting.

aa) “SEBI” means Securities Exchange Board of India or such other statutory authority having power to regulate the Plan from time to time.

bb) “SEBI Regulations” means the SEBI (Employee Stock Option and Employee Stock Purchase Scheme) Guidelines, 1999 applicable to Awards granted prior to the October 12, 2015 and SEBI Share-Based Employee Benefit Regulations, 2014 (and any successor thereto), as amended from time to time, as applicable to Awards granted on or after October 12, 2015

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cc) “Service” means the performance of services for the Company (or any holding company or Subsidiary, whether now existing or subsequently established) by a person in the capacity of an Employee or a Director, except to the extent otherwise specifically provided in the Award Agreement evidencing the Award. For purposes of this definition of Service, a Participant shall be deemed to cease Service immediately upon the occurrence of either of the following events: (i) the Participant no longer performs services in any of the foregoing capacities for the Company or any holding company or Subsidiary or (ii) the entity for which the Participant is performing such services ceases to remain a holding company or Subsidiary of the Company, even though the Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Company; provided, however, that except to the extent otherwise required by law or expressly authorized by the Administrator or by the Company’s written policy on leaves of absence, no Service credit shall be given for Vesting purposes for any period the Participant is on a leave of absence. In addition, Service does not include any period of service for which the Participant was not paid salary/wages other than for reasons approved by the Administrator.

dd) “Share” means an equity share and securities convertible into an equity share and shall include American Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts representing underlying an equity share or securities convertible into an equity share.

ee) “Stock Appreciation Right” means a right granted to a Participant pursuant to Section 8 of the Plan, entitling the Participant to receive appreciation for a specified number of Shares where the settlement of such appreciation may be made by way of cash payment or Shares.

ff) “Subsidiary” means a subsidiary of the Company, whether now or hereafter existing as defined under Section 2 of the Companies Act, 2013 (or any successor thereto), as amended from time to time.

gg) “Taxes” means all applicable income tax, employment tax, payroll tax, social security tax, social insurance, contributions, payment on account obligations, national and local tax or other payments required to be withheld, collected or accounted for in connection with the grant, Vesting or exercise of an Award.

hh) “10% Stockholder” means the owner of stock of the Company (as determined under Code Section 424(d)) possessing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary).

ii) “Vesting” means the process by which the Participant becomes entitled to the benefit of an Award.

jj) “Vesting Period” means the period after the completion of which the Vesting of an Award granted to the Participant pursuant to the Plan takes place and does not include any period of service for which the Participant was not paid salary/wages other than for reasons approved by the Administrator. The Administrator shall have the authority to decide the Vesting Period of an Award; provided, however, that the minimum Vesting Period shall in general be not less than 12 months from the date of grant of the Award (or such other period as required under the SEBI Regulations as in effect from time to time).

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3. Shares Subject to the Plan.

a) Share Reserve. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of Shares that may be awarded under the Plan (including Shares subject to Awards granted prior to October 12, 2015) is 2% of the equity capital of the Company (the “Share Reserve”).

b) Per Person Limitations. The following per person limitations shall apply:

i) The maximum number of Shares subject to Awards granted to a Participant shall not exceed 1% of the total paid-up equity capital of the Company during the tenure of the Plan.

ii) The maximum number of Shares and Depository Shares subject to Awards granted to a Participant who is not a resident of India in the aggregate shall not exceed 5% of the total paidup capital of the Company during the tenure of the Plan.

iii) The grant of Awards during any one year covering a number of Shares equal to or exceeding 1% of the issued capital of the Company at the time of grant of the Award shall be subject to a special resolution passed at an Annual General Meeting.

c) Lapsed Awards. Shares subject to Awards granted under the Plan shall be available for subsequent award and issuance under the Plan to the extent such Awards expire, terminate or are cancelled for any reason prior to the issuance of the Shares subject to such Awards. Shares that have actually been issued under the Plan under any Award will in no event be returned to the Plan and will not become available for future distribution under the Plan. To the extent an Award is settled in cash rather than Shares , then the number of Shares available for issuance under the Plan shall not be reduced by the number of Shares subject to such Award. If Shares are withheld to pay the applicable Taxes, the number of Shares available for issuance under the Plan shall be reduced by the net number of Shares issued after giving effect to such withholding.

d) Share Issuance. Any Shares to be issued under the Plan may be issued by the Company or by a trust established by the Company. Any such trust shall be subject to compliance with SEBI Regulations and all other Applicable Laws.

4. Administration of the Plan.

a) Administration The Plan shall be administered by the Nominations and Remuneration Committee.

b) Powers of the Administrator. The Administrator will have the authority, in its discretion:

i) to select the eligible persons to whom Awards may be granted hereunder;

ii) to determine the terms and conditions, including Exercise Price, of any Award granted hereunder, provided such terms and conditions are not inconsistent with the terms of the Plan;

iii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

iv) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws;

v) to modify or amend each Award (subject to Section 16(c) of the Plan);

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vi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

vii) to allow a Participant to defer the receipt of the delivery of Shares that would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator may determine;

viii) to allow an outstanding Award denominated in equity shares to be settled in depository shares;

ix) to frame suitable policies and systems to ensure that there is no violation of securities laws including (a) SEBI (Prohibition of Insider Trading) Regulations, 2015 and (b) SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the securities market) Regulations, 2003, by any Employee or Director; and

x) to make all other determinations deemed necessary or advisable for administering the Plan.

c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility.

a) The persons eligible to participate in the Plan are as follows:

i) Employees, other than (A) any Employee who is a Promoter or belongs to the Promoter Group or holds 2% or more of the outstanding Shares, or (B) except with the prior approval of the Reserve Bank of India, employees who are the citizens of Bangladesh, Pakistan or Sri Lanka; and

ii) Directors or directors of any holding company or Subsidiary, other than (A) any Independent Directors or (B) Director(s) who either themselves or through a relative or through any body corporate, directly or indirectly, hold more than 10% of the outstanding Shares

6. Restricted Stock Units.

a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such terms and conditions as the Administrator, in its sole discretion, will determine.

b) Terms. Each Restricted Stock Unit Award shall entitle the Participant to receive the Shares underlying such Award following Vesting and payment of the Exercise Price. The Exercise Price shall be determined by the Administrator, provided that such price shall not be less than the par value of the Shares. The Exercise Price must be paid at such time and in such manner as set forth in the Award Agreement.

c) Vesting. The Administrator will, in its discretion, set the Vesting criteria which may be based on the Participant’s period of Service and/or the attainment of specified performance objectives. After the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any Vesting restrictions for such Restricted Stock Units. The minimum Vesting Period of a Restricted Stock Unit Award shall not be less than a period of 12 months unless such other shorter period is approved by the Administrator, provided such other period is in compliance with

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the SEBI Regulations in effect from time to time. In addition, the Vesting of the Award will accelerate in full upon the Participant’s death or Disability during the period of Service to the extent required under the SEBI Regulations.

d) Form and Timing of Settlement. Settlement of vested Restricted Stock Units will be made as soon as practicable after the date(s) set forth in the Award Agreement. To the extent permitted by Applicable Laws and the Administrator, the Participant may elect for vested Restricted Stock Units be paid in equity shares or depository shares.

e) Exercise of Restricted Stock Units. After Vesting, a Participant shall have a limited period of time as set forth in the Award Agreement within which to exercise the Award. On the expiry of any such Exercise Period, any Restricted Stock Units which have not been exercised will lapse and cease to be valid for any purpose. Alternatively, the Administrator may provide that the Award shall be automatically exercised upon Vesting subject to payment of the Exercise Price and other terms as set forth in the Award Agreement.

f) Termination. Outstanding unvested Restricted Stock Units shall automatically terminate without any payment if the performance goals or Service Vesting requirements established for those Awards are not attained or satisfied.

7. Options.

a) Grant. Options may be granted at any time and from time to time as determined by the Administrator. Each Option grant will be evidenced by an Award Agreement that will specify such terms and conditions as the Administrator, in its sole discretion, will determine. Options granted to U.S. persons may be Incentive Options or Nonstatutory Options.

b) Exercise Price.

i) The Exercise Price per Share subject to the Option shall be fixed by the Administrator; provided, however, that such Exercise Price shall not be less than the Market Price per Share on the grant date or such other minimum price required by Applicable Laws.

ii) The Exercise Price shall be payable in:

iii) cash or check made payable to the Company,

iv) to the extent permitted by Applicable Laws and specified in the Award Agreement, through a cashless exercise procedure pursuant to which the Participant shall authorize the sale of Shares in accordance with procedures established by the Company (whether through a broker or otherwise) and remittance to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate Exercise Price payable for the purchased Shares plus all applicable Taxes, or

v) such other form as determined by the Administrator and specified in the Award Agreement.

c) Exercise and Term of Options. Each Option shall be exercisable at such time or times, during such period and for such number of Shares as shall be determined by the Administrator and set forth in the Award Agreement evidencing the Option. However, no Option may be exercised prior to completion of the 12- month period from the Option grant date unless another period is approved by the Administrator, provided such other period is in compliance with the SEBI Regulations as in effect from time to time. No Option shall have a term in excess of ten (10)

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years measured from the Option grant date. In addition, the exercisability of an Option shall accelerate in full upon the Participant’s death or Disability during his or her period of Service to the extent required under the SEBI Regulations.

d) Effect of Termination of Service. The following provisions shall govern the exercise of any Options that are outstanding at the time of the Participant’s cessation of Service or death:

i) Any Option outstanding at the time of the Participant’s cessation of Service for any reason shall remain exercisable for such period of time thereafter as shall be determined by the Administrator and set forth in the Award Agreement evidencing the Option, but no such Option shall be exercisable after the expiration of the Option term.

ii) Any Option held by the Participant at the time of the Participant’s death and exercisable in whole or in part at that time may be subsequently exercised by the personal representative of the Participant’s estate or by the person or persons to whom the Option is transferred pursuant to the Participant’s will or the laws of inheritance or by the Participant’s designated beneficiary or beneficiaries of that Option.

iii) Should the Participant’s Service be terminated for misconduct or should the Participant otherwise engage in misconduct while holding one or more outstanding Options, then all of those Options shall terminate immediately and cease to be outstanding.

iv) During the applicable post-Service Exercise Period, the Option may not be exercised for more than the number of Shares for which the Option is exercisable at the time of cessation of Service. No additional Shares shall vest under the Option following the Participant’s cessation of Service except to the extent (if any) specifically authorized by the Administrator in its sole discretion pursuant to an express written agreement with the Participant. Upon the expiration of the applicable Exercise Period or (if earlier) upon the expiration of the Option term, the Option shall terminate and cease to be outstanding for any Shares for which the Option has not been exercised.

e) Incentive Options. The terms specified below shall be applicable to all Incentive Options. Except as modified by the provisions of this Section 7(e), all the provisions of the Plan shall be applicable to Incentive Options. Options which are specifically designated as Non-Statutory Options when issued under the Plan shall not be subject to the terms of this Section 7(e).

i) Eligibility. Incentive Options may only be granted to Employees of the Company or a parent or subsidiary corporation as such terms are defined in Section 422 of the Code.

ii) Share Limitation. Subject to adjustment pursuant to Section 11 and Section 3 and subject to Section 422 of the Code, the maximum number of Shares that may be issued pursuant to Incentive Options granted under the Plan shall be equal to the Share Reserve set forth in Section 3(a).

iii) Dollar Limitation. The aggregate Market Price of the Shares (determined as of the respective date or dates of grant) for which one or more Options granted to any Employee under the Plan (or any other option plan of the Company or any parent or subsidiary as defined in Section 422 of the Code) may for the first time become exercisable as Incentive Options during any one calendar year shall not exceed the sum of One Hundred Thousand U.S. Dollars ($100,000). To the extent the Employee holds two (2) or more such Options which become exercisable for the first time in the same calendar year, then for purposes of the

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foregoing limitations on the exercisability of those Options as Incentive Options, such Options shall be deemed to become first exercisable in that calendar year on the basis of the chronological order in which they were granted, except to the extent otherwise provided under Applicable Law.

iv) 10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10% Stockholder, then the Exercise Price per Share shall not be less than 110% of the Market Price per Share on the Option grant date, and the Option term shall not exceed five (5) years measured from the Option grant date.

8. Stock Appreciation Rights

a) Grant. Stock Appreciation Rights may be granted at any time and from time to time as determined by the Administrator. Each Stock Appreciation Rights grant will be evidenced by an Award Agreement that will specify such terms and conditions as the Administrator, in its sole discretion, will determine.

b) Exercise Price. The Exercise Price per Share shall be fixed by the Administrator; provided, however, that such Exercise Price shall not be less than the Market Price per Share on the grant date or such other minimum price required by Applicable Laws.

c) Exercise and Term. A Stock Appreciation Rights Award shall relate to a specified number of Shares and shall be exercisable upon such terms and conditions as the Administrator may establish. Each Stock Appreciation Rights Award shall be exercisable at such time or times, during such period and with respect to such number of Shares as shall be determined by the Administrator and set forth in the Award Agreement evidencing the Award. However, no Stock Appreciation Rights Award may be exercised prior to completion of 12 months from the grant date unless another period is approved by the Administrator, provided such other period is in compliance with the SEBI Regulations as in effect from time to time and no Stock Appreciation Rights Award shall have a term in excess of ten (10) years measured from the grant date. In addition, the exercisability of a Stock Appreciation Rights Award shall accelerate in full upon the Participant’s death or Disability during his or her period of Service to the extent required under the SEBI Regulations.

d) Payment. Upon exercise of the Stock Appreciation Rights Award, the holder shall be entitled to receive a distribution from the Company in an amount equal to the excess of (i) the aggregate Market Price on the exercise date of the Shares underlying the exercised right over (ii) the aggregate Exercise Price in effect for such Shares. In the event that the settlement of a Stock Appreciation Rights Award results in fractional shares, then the consideration for such fractional shares shall be settled in cash.

e) Form of Distribution. The distribution with respect to an exercised Stock Appreciation Rights Award may be made in (i) Shares valued at the aggregate Market Price on the exercise date, (ii) cash, or (iii) a combination of cash and Shares , as specified in the applicable Award Agreement.

f) Post-Service Exercise. The provisions governing the exercise of a Stock Appreciation Rights Award following the cessation of the Participant’s Service shall be substantially the same as those set forth in Section 7(d) for Options granted under the Plan.

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9. Shareholder Rights. A Participant shall not have any of the rights of a shareholder with respect to Shares covered by an Award until the Participant becomes the holder of record of such Shares.

10. Transferability of Awards. An Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator, in accordance with Applicable Laws, makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

11. Adjustments; Dissolution or Liquidation; Change in Control.

a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or any other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan (in the aggregate and under Incentive Option) and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits set forth in Section 3.

b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

c) Change in Control. In the event of a Change in Control, each outstanding Award will be treated as the Administrator determines, which may include (without limitation) one or more of the following actions with respect to any outstanding Award: (i) assumption of the Award by the successor corporation (or parent or subsidiary of the successor corporation (collectively, the “Successor Corporation”); (ii) cancellation and substitution of the Award with an Award granted by the Successor Corporation; (iii) continuation of the Award pursuant to the terms of the Change in Control transaction; (iv) accelerated vesting of the Award (in whole or in part); (v) termination of the Award; (vi) cancellation of the Award in exchange for a cash payment for each vested Share (and each unvested Share if so determined by the Administrator) subject to the Award in an amount equal to the excess of the Market Price per Share on the date of the Change in Control over the Exercise Price in effect for such share or (vii) replacement of the Award with a cash retention program of the Company or any Successor Corporation which preserves the spread existing on the unvested Shares subject to the Award at the time of the Change in Control (the excess of the Market Price of those shares over the aggregate Exercise Price payable for such shares) and provides for subsequent payout of that spread in accordance with the same vesting schedule applicable to those unvested Shares..

The Plan Administrator shall have the authority to provide that any escrow, holdback, earn-out or similar provisions in the definitive agreement effecting the Change in Control shall apply to any cash payment made pursuant to this Section 11(c) to the same extent and in the same manner as such provisions apply to a holder of a Share. In addition, an Award may be subject to cancellation without any payment due to the Participant if the Market Price per Share on the date of the Change in Control is less than the Exercise Price per Share in effect for the Award.

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The Administrator will not be required to treat all Awards similarly in the transaction.

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the merger or Change in Control by holders of Shares held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger, demerger or Change in Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received, for each Share and each right to acquire a Share, to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Shares in the Change in Control.

Notwithstanding anything in this Section 11(c) to the contrary, an Award that vests or is earned upon the satisfaction of one or more performance conditions (as set forth in the Award Agreement) will not be considered assumed if the Company or its successor modifies any of such performance conditions (as mentioned in the Award Agreement) without the Participant’s consent: provided, however, a modification to such performance conditions only to reflect the Successor Corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

12. Tax Withholding.

a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any Taxes required with respect to such Award (or exercise thereof).

b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such Taxes, in whole or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having a Market Price equal to the minimum amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Market Price equal to the amount required to be withheld, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum rates for Taxes applicable to the Participant with respect to the Award on the date that the amount of Taxes to be withheld is to be determined. The Market Price of the Shares to be withheld or delivered will be determined as of the date that the Taxes are required to be withheld.

13. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s Service relationship with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

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14. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination of granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

15. Effective Date and Term of Plan. This Plan became effective on the date if its adoption by the Board on October 12, 2015, pursuant to the approval of the Company’s shareholders obtained by postal ballot on March 31, 2016. The Plan will continue in effect from the date of such initial adoption, unless terminated under Section 16 of the Plan.

16. Amendment and Termination of the Plan.

a) Amendment and Termination. Subject to Applicable Laws, the Administrator may at any time amend, alter, suspend or terminate the Plan.

b) Shareholders’ Approval. The Company will obtain shareholder approval by way of special resolution in a general meeting of the Company for any amendment to the Plan to the extent necessary and desirable to comply with Applicable Laws. The notice for passing special resolution shall contain the information as set out in Clause 6.2 of SEBI Regulations.

c) Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will impair the rights of any Participant unless agreed to by the Participant. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

17. Legal Compliance Prior to Issuance of Shares. Shares will not be transferred to a Participant pursuant to the exercise of an Award unless the exercise of such Award and the delivery of such Shares will comply with Applicable Laws.

18. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Administrator to be necessary to the lawful transfer of any Shares hereunder, will relieve the Company of any liability in respect of the failure to transfer such Shares as to which such requisite authority will not have been obtained.

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