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EQUITY - MARKET SCREENER

Le Merite Exports Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
535447
INE0G1L01025
10.7801994
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
LEMERITE
26.24
289.01
EPS(TTM)
Face Value()
Div & Yield %
0.88
2
0
 

As on: Jun 30, 2026 09:14 AM

Dear Members,

It gives me immense pleasure to present the 80 th Board's Report of Wipro Limited (the "Company" ), on behalf of the Board of Directors (the "Board" ), along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31,2026.

I. Financial Performance

On a consolidated basis, your Company's sales increased to H 926,240 Million for the current year as against H 890,884 Million in the previous year, recording an increase of 3.97%. Your Company's net profit increased to H 132,655 Million for the current year as against H 132,180 Million in the previous year, recording an increase of 0.36%.

On a standalone basis, your Company's sales increased to H 713,451 Million for the current year as against H 685,750 Million in the previous year, recording an increase of 4.04%. Your Company's net profit increased to H 121,296 Million in the current year as against H 109,131 Million in the previous year, recording an increase of 11.15%.

Key highlights of the financial performance of your Company for the financial year 2025-26 are provided below:

(C in Millions)

Particulars Standalone Consolidated
2025-26 2024-25 2025-26 2024-25
Sales 713,451 685,750 926,240 890,884
Other Income 47,491 39,477 38,737 38,840
Operating Expenses (601,890) (579,102) (791,812) (755,021)
Share of net profit/(loss) of associates accounted for using the equity method - - 257 254
Profit before Tax 159,052 146,125 173,422 174,957
Provision for Tax (37,756) (36,994) (40,767) (42,777)
Net profit for the year 121,296 109,131 132,655 132,180
Other comprehensive (ioss)/income for the year (8,665) 557 35,522 4,148
Total comprehensive income for the year 112,631 109,688 168,177 136,328
Total comprehensive income for the period attributable to: 927 167,250
Non-controlling interests - - 848
Equity holders 112,631 109,688 135,480
Appropriations
Dividend 115,206 62,750 115,206 62,750
Equity Share Capital 20,977 20,944 20,977 20,944
Earnings per equity share
- Basic 11.59 10.44 12.60 12.56
- Diluted 11.55 10.40 12.56 12.52

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The comparative standalone figures for the previous year have been restated, as detailed in the note under the section 'Transfer to Reserves'.

Transfer to Reserves

Appropriation to Reserves for the financial year ended March 31, 2026, as per standalone and consolidated financial statements are as follows:

(H in Millions)

Particulars Standalone* Consolidated**
Net profit for the year 121,296 132,655
Balance of Reserves at the beginning of the year 613,930 802,697
Balance of Reserves at the end of the year 615,820 859,206

* Pursuant to the Order dated June 6, 2025 of the Hon'ble National Company Law Tribunal, Bengaluru Bench, the scheme of amalgamation for the merger of the wholly owned subsidiaries, namely Wipro HR Services India Private Limited, Wipro Overseas IT Services Private Limited, Wipro Technology Product Services Private Limited, Wipro Trademarks Holding Limited and Wipro VLSI Design Services India Private Limited, with and into Wipro Limited, was approved. Under the scheme, the appointed date is April 1, 2025. The Scheme has been accounted for under the Pooling of Interests Method prescribed under Appendix C to Ind AS 103, Business Combinations. Accordingly, prior period figures have been restated to give effect to the merger as if it had occurred from the beginning of the preceding financial period, i.e., April 1, 2024.

Consequently, the carrying values of the assets, liabilities and reserves of these entities, as appearing in the consolidated financial statements of Wipro Limited, have been recognized in the standalone financial statements of Wipro Limited with effect from April 1, 2024.

**Excluding non-controlling interest.

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements on page 206 to 208 and 312 to 315 respectively of this Annual Report.

Share Capital

As on March 31, 2026, your Company's paid-up equity share capital stood at H 20,977 Million consisting of 10,488,412,458 equity shares of H 2 each.

During the financial year under review, there was an increase in the paid-up equity share capital of the Company. Details are provided below:

Particulars No. of Shares Amount in H
Paid up equity share capital as on April 1,2025 10,472,136,049 20,944,272,098
Equity Shares allotted pursuant to exercise of stock options* 16,276,409 32,552,818
Paid up equity share capital as on March 31,2026 10,488,412,458 20,976,824,916

*The equity shares allotted ranked pari-passu with the existing equity shares of the Company.

Subsidiaries, Associate and Joint venture

As on March 31, 2026, your Company had 148 subsidiaries, 1 associate and 1 joint venture. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided at page 409 to 415 of this Annual Report. The statement also provides subsidiaries incorporated during the financial year, details of performance and financial position of each of the subsidiaries, associate and joint venture. There has been no material change in the nature of the business of the subsidiaries. The details pertaining to restructuring activities during the financial year are provided on page to of this Annual Report.

Audited financial statements together with related information and other reports of each of the subsidiary companies are available on the website of the Company at .

Your Company, in the ordinary course of business and based on funding requirements, provides financial support to its subsidiaries through equity, loans, guarantees and/or other appropriate means to meet their working capital requirements.

I n terms of the Company's Policy on determining material subsidiary, during the financial year ended March 31, 2026, Wipro, LLC was determined as a material subsidiary whose net worth exceeds 10% of the consolidated net worth of the Company in the immediately preceding financial year.

Further details on the subsidiary monitoring framework have been provided as part of the Corporate Governance report.

Particulars of Loans, Guarantees and Investments

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ( "Listing Regulations" ), disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.

II. Business and Operations

Celebrating 80 years of innovation, your Company is a purpose-driven, global technology services and consulting firm employing over 240,000 experts in 65 countries across six continents, helping customers, colleagues, and communities thrive in an ever- changing world.

We are recognized globally for our strong commitment to improving the communities we live and work in. The economic interest of two-thirds of the Company's shares is earmarked for philanthropy through the Azim Premji Foundation working towards developing a just, equitable, humane, and sustainable society. We are globally appreciated for our unwavering commitment to sustainability. As a founding member of 'Transform to Net Zero', the Company aims to achieve the goal of zero-carbon emissions worldwide by 2040.

As part of our solutions, we bring together our deep industry knowledge, technology expertise, best- of-breed partners and start-ups, and hyper-scaler capabilities to solve the most complex problems for our clients.

We believe AI is a transformative force that will augment human capabilities and pave the way towards new AI-first business models, improve business productivity and enhance operational efficiency. Your Company's goal is to be an "AI-first" and "AI in everything" Company helping transform ourselves and our clients.

Our IT Services segment provides a range of AI-powered IT and IT-enabled services including AI advisory, industry & functional consulting, AI native development, customer centric design, modernization, custom application development, infrastructure services, cybersecurity services, data and analytics services, business process services, research and development, hardware and software design.

Our IT Products segment provides a range of third- party IT products including computing platforms and storage, networking solutions, enterprise information security, and software products such as databases and operating systems. These products allow us to offer comprehensive IT system integration services as a complement to our IT services offerings. Our focus continues to be on consulting and digital engagements while taking a more selective approach to bidding for system integration engagements.

Business Strategy

Our vision is to be a trusted partner for our clients, guiding them through their transformation journey with a consulting-led and AI-powered approach, and empowering them to become leaders in their industries.

We have defined five strategic priorities to accelerate growth in the IT Services segment:

1. building large accounts in profitable markets, prioritized sectors;

2. sourcing, shaping and winning large deals with a consulting-led, AI-Powered approach;

3. differentiating with Wipro Intelligence™;

4. building talent at scale; and

5. the five pillars of client centricity. Our growth will be supported by our focus on AI and Mergers and Acquisitions ( "M&A" ).

Further information on your Company's IT services and products offerings, industry and business overview are presented as part of the Management Discussion and Analysis Report ( "MD & A Report" ) from onwards of this Annual Report.

Material Changes and Commitments affecting the Business Operations and Financial Position of the Company

The business environment demonstrated resilience in the financial year 2025-26, as economic growth moderated amid declining inflation and evolving trade and geopolitical dynamics. While inflation eased across most economies, services inflation remained sticky in certain markets, resulting in a gradual and uneven pace of monetary policy normalization. Growth in advanced economies remained modest, while emerging economies continued to outperform supported by capital flows, local policies and domestic demand. Supply chains remained under strain due to ongoing geopolitical fragmentation, trade and tariff frictions.

Enterprises adopted a cautious approach to discretionary spending, prioritizing cost discipline, productivity improvement, and risk management. Clients increasingly focused on cost takeout initiatives, vendor consolidation, AI-led transformation, which impacted decision cycles and deal structures. Demand for technology-led transformation remained resilient where investments were linked to operational efficiency, regulatory compliance, resilience, and customer experience, prioritizing investments in digital, cloud, and AI technologies.

Additional information regarding your Company's business operations and financial position are provided as part of the MD & A Report from onwards of this Annual Report.

Outlook

According to the NASSCOM Report, revenue for Indian IT services sector is expected to grow 4.1% year-overyear in financial year 2025-26. Growth is being driven by enterprise-wide AI adoption, data center investments and the expansion of Global Capability Centers ( "GCCs" ). Enterprises are embedding AI across operations, increasing data center capacity demand, and pivoting to

AI industrialization with domain-centric platforms. Future growth will hinge on AI readiness, deep domain expertise, and access to niche skills rather than volume-based hiring.

The NASSCOM Report estimates Engineering and R&D ( "ER&D" ) services to grow by 7.7% year-overyear in financial year 2025-26. This growth is driven by the modernization of ER&D stack through platform- driven, software-enabled models, alongside increased investment in semiconductors and advanced technologies. ER&D services expanded across the full phygital product lifecycle with co-creation of physical IP via digital twins, Internet of Things ( "loT" ) and Generative AI ( "GenAI" ) to drive design-to-manufacturing transformation. The focus will shift from scale to deeper engineering expertise and IP ownership, with growth powered by domain-specific centers of excellence, pod-based delivery, and reusable accelerators for faster time-to-market.

Global IT services' spending will accelerate to 4.2% year-over-year, driven by rising AI investments focused on scalable deployments and ease in tariff and trade pressures. Enterprises are moving beyond AI pilots towards phased GenAI and agentic scaling, anchored in measurable outcomes. Growth will be sector-specific driven by depth of industry expertise, advanced AI capabilities and ability to attract AI native talent. Industry strategies are likely to consolidate around core strengths while differentiating through platform led offerings, services-to-solutions models, AI-led delivery models with agentic abilities, outcome based pricing, micro verticalization, and selective M&A. Hiring will shift from volume to skills, emphasizing AI fluency, domain expertise, and productivity-based workforce models.

Global IT service providers are equipped to support enterprises across industries with a wide range of technology and business process services powered by AI across advisory, application development, customer centric design, cybersecurity, cloud infrastructure, data and analytics, engineering and research and development ( "R&D" ). We expect the IT services industry to continue supporting enterprises across key areas such as enterprise AI and data modernization, scaling AI adoption, cost optimization, vendor consolidation, cyber resilience, process re-engineering, customer experience, innovation in products, services and talent strategies for an AI-first world.

Management Discussion and Analysis Report

In terms of Regulation 34(2)(e) of the Listing Regulations, your Company's MD & A report, capturing your Company's performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented from onwards of this Annual Report. The MD&A report incorporates the salient features of Integrated Reporting prescribed by the International Integrated Reporting Council ( "IIRC" ) .

The MD & A Report provides a consolidated perspective of economic, social and environmental aspects material to your Company's strategy and its ability to create and sustain value to its key stakeholders and includes aspects of reporting.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations and relevant circulars issued from time to time, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ( "ESG" ) parameters through the Business Responsibility and Sustainability Report ( "BRSR" ) which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct which are divided into essential and leadership indicators. The BRSR is provided from page 514 onwards of this Annual Report.

The Company has undertaken an independent assurance of the BRSR for financial year 2025-26. The BRSR along with the assurance statement provided by M/s. Deloitte Haskins & Sells LLP (Assurance Provider) confirming reasonable assurance of Core attributes of the Business Responsibility and Sustainability Report of the Company for financial year 2025-26 forms part of this Annual Report.

III. Material Events during the Year Dividend

Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Company's Capital Allocation

and Dividend Distribution policy is available on the Company's website at .

Pursuant to the approval of the Board on July 17, 2025, your Company declared an interim dividend of H 5 per equity share of face value of H 2 each, to shareholders whose names were appearing in the register of members as on July 28, 2025, being the record date fixed for this purpose, after deduction of applicable taxes. The dividend was paid on August 8, 2025 and the total net cash outflow was H 52,413.9 Million, resulting in a dividend payout of 43.2% of the standalone profits of the Company.

Further, your Company, on January 16, 2026, declared an interim dividend of H 6 per equity share of face value of H 2 each, to shareholders whose names were appearing in the register of members as on January 27, 2026, being the record date fixed for this purpose, after deduction of applicable taxes. The dividend was paid on February 9, 2026 and the total net cash outflow was H 62,923.2 Million, resulting in a dividend payout of 51.9% of the standalone profits of the Company.

The aggregate interim dividend of H 11 per equity share (H 5 declared in July 2025 and H 6 declared in January 2026) shall be the final dividend for the financial year 2025-26.

Your Company is in compliance with its Capital Allocation and Dividend Distribution Policy as approved by the Board.

Buyback

Pursuant to the approval of the Board at its meeting held on April 16, 2026 and approval of the shareholders by way of a special resolution dated May 21, 2026, passed through postal ballot by e-voting, your Company proposed to buyback up to 60,00,00,000 (Sixty Crore) fully paid-up equity shares of H 2 each of the Company being 5.72% of the total paid-up equity share capital of the Company at a price of H 250 (Rupees Two Hundred and Fifty only) per Equity Share, for an aggregate amount not exceeding H 1,50,00,00,00,000 (Rupees Fifteen Thousand Crore only). The buyback is proposed to be made from all existing shareholders of the Company as on June 5, 2026, being the record date for the

buyback, on a proportionate basis under the tender offer route in accordance with the provisions of the Securities and Exchange Board of India (Buy-back of the Securities) Regulations, 2018, the Companies Act, 2013 and rules made thereunder.

Acquisitions, Divestments, Investments and Mergers

Mergers and acquisitions are an integral part of your Company's business strategy because acquisitions help it leapfrog in strategic areas and capture high-demand high-potential market opportunities.

Your Company's goal is to fast-track capability building in emerging areas and accelerate its access and footprint in identified markets. In the last few years, your Company had concluded several acquisitions in the US, Europe and APMEA. These acquisitions have strengthened your Company's local presence, enhanced its capabilities, and significantly improved its positioning in key markets and segments.

Details of the transactions completed by your Company during the financial year ended March 31, 2026 are listed below:

1. Acquisitions:

I n December 2025, the Company (through its subsidiaries) acquired 100% shareholding of Wipro Connected Services, Inc. (Formerly known as Harman Connected Services, Inc.) (USA) along with its subsidiaries and certain other assets.

2. Restructuring and Scheme of Arrangement:

a) In June 2025, the following wholly-owned subsidiaries merged with and into Wipro Limited:

i. Wipro HR Services India Private Limited

ii. Wipro Overseas IT Services Private Limited

iii. Wipro Technology Product Services Private Limited

iv. Wipro Trademarks Holding Limited

v. Wipro VLSI Design Services India Private Limited

b) I n September 2025, Grove Holdings 2 S.a r.l. (Luxembourg) transferred 100% shareholding in Capco Consulting Middle East FZE (UAE) to Wipro IT Services U K Societas (U K).

c) In December 2025, Wipro Digital Inc. (USA) merged with Wipro Connected Services, Inc. (Formerly known as Harman Connected Services, Inc.) (USA).

d) I n December 2025, Wipro Limited transferred its entire holding in Drivestream India Private Limited (India) to Drivestream Inc. (USA).

e) In March 2026, Rizing Consulting USA, LLC (USA) merged with Rizing LLC (USA).

f) In March 2026, Capco RISC Consulting LLC (USA) merged with The Capital Markets Company, LLC (USA).

g) I n March 2026, Cardinal US Holdings, Inc. (USA) merged with Wipro IT Services, LLC (USA).

h) I n March 2026, Cardinal US Holdings, Inc. (USA) transferred its entire shareholding in Capco Consulting Services LLC (USA) to The Capital Markets Company, LLC (USA).

3. Incorporation:

a) I n May 2025, Wipro (Tianjin) Limited (China) was incorporated as a step-down subsidiary.

b) I n August 2025, Wipro Digital Inc. (USA) was incorporated as a wholly-owned subsidiary.

c) In January 2026, Wipro Business Services LLC (USA) was incorporated as a step-down subsidiary.

4. De-registration/Liquidation:

a) I n July 2025, Wipro Holdings Hungary Korlatolt Felelossegu Tarsasag (Hungary), step-down subsidiary of the Company has been voluntarily liquidated.

b) In October 2025, Aasonn Philippines Inc. (Philippines), step-down subsidiary of the Company has been voluntarily dissolved.

5. Strategic Investments:

Wipro Ventures, the strategic investment arm of the Company, has continued to invest in early to mid stage enterprise software companies. These include startups that help enterprises scale their AI adoption as well as improve their cybersecurity posture.

As of March 31, 2026, Wipro Ventures has invested in 42 companies, out of which it has exited 16 companies through successful M&A transactions. In addition to direct equity investments, Wipro Ventures has invested in 11 enterprise-focused venture funds in India, the US, and Israel including Sapphire Ventures, B Capital, BoldStart Ventures, Glilot Capital Partners, GTM Fund, Nexus Venture Partners, Pi Ventures, Sorenson Ventures, SYN Ventures, TLV Partners and Work-Bench Ventures.

IV. Governance and Ethics Corporate Governance

Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Wipro, which form the core values of Wipro. These guiding principles are also articulated through the Company's Code of Business Conduct, Corporate Governance Guidelines, Charter of various sub-committees and Disclosure policy.

As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. V. Sreedharan & Associates, Practicing Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided from onwards of this Annual Report.

Board of Directors

Board's Composition and Independence

Your Company's Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31, 2026,

the Board is comprised of two Executive Directors, six Non-Executive Independent Directors and one Non-Executive, Non-Independent Director.

The definition of Independence of Directors is derived from Regulation 16 of the Listing Regulations, the New York Stock Exchange ( "NYSE" ) Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, from all the Independent Directors stating that they meet the prescribed criteria for independence. After undertaking the requisite assessment and upon examination of the relationships disclosed, the following Non-Executive Directors continued as Independent Directors:

1. Mr. Deepak M. Satwalekar (DIN: 00009627)

2. Dr. Patrick J. Ennis (DIN: 07463299)*

3. Mr. Patrick Dupuis (DIN: 07480046)*

4. Ms. Tulsi Naidu (DIN: 03017471)

5. Ms. Paivi Rekonen (DIN: 09669696)

6. Mr. N. S. Kannan (DIN: 00066009)

*Dr. Patrick J. Ennis and Mr. Patrick Dupuis, completed their tenure as Independent Directors of the Company with effect from close of business hours on March 31, 2026.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

In the opinion of the Board, all our Directors possess requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board is provided at of this Annual Report.

Meetings of the Board

The Board met six times during the financial year 2025-26 on April 15-16, 2025, May 22, 2025, July 1617, 2025, October 15-16, 2025, January 15-16, 2026 and March 16, 2026. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Directors and Key Managerial Personnel

Completion of Tenure

Dr. Patrick J. Ennis and Mr. Patrick Dupuis completed their tenure as Independent Directors of the Company with effect from close of business hours as on March 31,2026.

Appointment/Re-appointment

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors on March 5, 2026, approved the appointment of Ms. Laura Marie Miller (DIN: 11546063) as an Additional Director in the capacity of Independent Director of the Company for a period of 5 years with effect from April 1,2026 to March 31, 2031, subject to the approval of shareholders. The said appointment was approved by the Members of the Company by way of a special resolution dated May 21, 2026, passed through postal ballot by e-voting.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held over April 15-16, 2026, approved the re-appointment of Ms. Tulsi Naidu as an Independent Director of the Company for a second term of 5 years with effect from July 1,2026 to June 30, 2031, subject to the approval of shareholders. The said appointment was approved by the Members of the Company by way of a special resolution dated May 21,2026, passed through postal ballot by e-voting.

Retirement by Rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Azim H. Premji will retire by rotation at the 80 th Annual General Meeting ( "AGM" ) and being eligible, has offered himself for re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Mr. Srinivas Pallia, Chief Executive Officer and Managing Director ( "CEO & MD" ), Ms. Aparna Iyer, Chief Financial Officer ( "CFO" ) and Mr. M. Sanaulla Khan, Company Secretary continue to be the Key Managerial Personnel ( "KMP" ) of the Company as on March 31,2026.

Committees of the Board

Your Company's Board has the following committees:

1. Audit, Risk and Compliance Committee is also the Risk Management Committee

2. Nomination and Remuneration Committee, which also acts as Corporate Social Responsibility Committee

3. Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee)

Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report from to of this Annual Report.

Board Evaluation

In accordance with the requirements under the Companies Act 2013, Listing Regulations, SEBI Guidance Note on Board Evaluation, and Company's Corporate Governance Guidelines, an annual performance evaluation of the Board, its Committees, and individual Directors was undertaken for financial year 2025-26. The process was led by the Chair of the Nomination and Remuneration Committee and the Lead Independent Director.

Criteria for evaluation

The process comprised a comprehensive evaluation through a structured framework focusing on key aspects of governance and effectiveness. It covered the adequacy of Board composition, including diversity, independence and alignment of skills, as well as the effectiveness of leadership and Committee structures. The evaluation also reviewed the functioning of the Board, including the quality of meetings, effectiveness of deliberations and decision-making, and the adequacy and timeliness of information flow, along with Board dynamics such as communication, relationships and engagement with Management, and assessed the Board's oversight of strategy, risk management, business performance, as well as its role in talent management and succession planning.

I n addition, the process included an assessment of the effectiveness of Board Committees, their contribution to Board deliberations, and the functioning of individual Committees, together with peer evaluation on Directors' participation, expertise and overall contribution.

Outcome of evaluation

The Nomination and Remuneration Committee and the Board reviewed the evaluation outcome in April 2026. The key highlights of the evaluation are listed below:

a. The review highlighted strong confidence in the Board's integrity, independence and collaborative culture, and expressed appreciation for the Chair's decisive and inclusive leadership, while reaffirming strong overall performance with consistently high ratings across key parameters, including governance and financial oversight, Board culture and openness of discussions, effectiveness of Committees, and the quality of Board processes such as meetings, information flow, preparedness and follow-up on prior year feedback.

b. The evaluation identified areas where further strengthening would be beneficial. These included deepening strategic dialogue on longterm business models, enhancing risk discussions at the Board level, and encouraging a greater emphasis on active discussion and engagement during meetings alongside the presentations.

c. The Board has outlined a set of actions to build on these findings. Structured strategy sessions are planned to sharpen focus on long term priorities, while executive sessions and informal interactions will remain an important way to strengthen alignment with Management. The Board also intends to place greater emphasis on fostering richer dialogue during meetings, ensuring that discussions are both forward looking and constructive.

Policy on Director's Appointment and Remuneration

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of a Director, KMP, Senior Management Personnel ( "SMP" ) and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and relating to remuneration of Directors, KMP and other employees is available on the Company's website at .

There has been no change in the policy during the year.

We affirm that the remuneration paid to Directors, KMPs, SMPs and other employees is in accordance with the remuneration policy of the Company.

Policy on Board Diversity

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides the organization's approach to Board Diversity.

Your Company believes that Board diversity basis the gender, race and age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, cultures, industry experience, qualification and skill sets will bring in different perspectives and help the

organization grow. The Board of Directors is responsible for reviewing the policy from time to time. Policy on Board Diversity has been placed on the Company's website at .

Risk Management

Your Company has implemented an Enterprise Risk Management ( "ERM" ) framework based on globally recognized standards and industry best practices. The ERM framework is administered by the Audit, Risk and Compliance Committee. The ERM framework enables business to ensure strong business performance by promoting a risk resilient culture, proactive management of emerging risks and is supported by technology. The framework governs all categories of risks, the effectiveness of controls that have been implemented to prevent risks and continuous improvement of systems and processes to proactively identify and mitigate such risks. Gartner, an independent analyst firm, has stated that: "Wipro has a strong focus on risk management, driven by its office of the Chief Risk & Assurance Officer. They have a comprehensive risk assessment model that provides a 360-degree view of risks". Your Company was also recognized as the Masters of Risk in IT/ITES Sector by the CNBC - ICICI Lombard India Risk management awards. For more details on the Company's Risk management framework, please refer to page 112 to 117 of this Annual Report.

Cybersecurity

Cybersecurity risk management is an integral part of your Company's overall enterprise risk management program. Your Company's cybersecurity risk management program is managed by its Chief Information Security Office function. Your Company's cybersecurity risk management framework is defined and implemented to identify, assess, evaluate, treat, monitor, and report cyber risks across your IT infrastructure, applications, platforms, intellectual property, critical processes, technology solutions and third-party services. Cybersecurity risk assessment results

and the status of the risk treatment plans are reviewed by Management on a periodic basis.

Your Company assesses and governs the cybersecurity program using select industry best practices and frameworks including but not limited to, those from the International Organization for Standardization ( "ISO" ) and the National Institute of Standards and Technology ( "NIST" ).

I n view of increased cyberattack scenarios, your Company's cybersecurity maturity is reviewed periodically and the processes, technology controls are enhanced in line with the threat landscape. Your Company's technology environment is enabled with real time security monitoring and layered security controls across end user machines, network, applications and data.

Cybersecurity is a key aspect of your Company's risk management processes and an area of focus for your Company's Board of Directors and Management. The Audit, Risk and Compliance Committee regularly reviews and discusses the Company's cybersecurity framework and programs, the status of projects, results from third- party assessments, and any material cybersecurity incidents, to strengthen your Company's cybersecurity posture with its Chief Information Security Officer, Chief Information Officer, Chief Operating Officer, and Chief Risk & Assurance Officer. The Audit, Risk and Compliance Committee also reviews the implementation and effectiveness of the Company's controls to monitor and mitigate cybersecurity risks. In addition, your Company's Board of Directors receives periodic updates, regarding cybersecurity programs, as appropriate.

Compliance Management Framework

The Board has approved a Global Statutory Compliance Policy providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide updates to the senior management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the Board periodically monitor status of compliances with applicable laws.

Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ( "PIT Regulations" ). This Code, inter alia, lays down the procedures to be followed by designated persons while trading/dealing in Company's shares and sharing Unpublished Price Sensitive Information ( "UPSI" ). The Code covers the Company's obligation to maintain a structured digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes Code for practices and procedures for fair disclosure of UPSI which has been made available on the Company's website at .

Vigil Mechanism

Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints from employees, Directors and other individuals associated with the Company, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the Listing Regulations and Regulation 9A of the PIT Regulations.

Under this policy, your Company encourages its employees to report any incidence of fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of UPSI, and any conduct that results in violation of the Company's code of business conduct, to the Management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation, or harassment of any kind against any employee who reports under the Vigil Mechanism or participates in the investigation.

Awareness of policies is created by, inter alia, sending group mailers highlighting actions taken by the

Company against the errant employees. Mechanism followed under the Ombuds process has been displayed on the Company's intranet and website at .

All complaints received through Ombuds process and investigative findings are reviewed and approved by the Chief Ethics Officer. All employees and stakeholders can also register their concerns either by post/courier to the Company's registered office or by sending an email to ombuds.person@wipro.com or through web-based portal at . Following an investigation of the concerns received, a decision is made by the appropriate authority on the action to be taken basis the findings of such investigation. In case the complainant is nonresponsive or fails to provide requisite data necessary to initiate the investigation for more than 15 days, the concern may be closed without further action.

The table below provides details of complaints received/disposed during the financial year 2025-26:

No. of complaints pending at the beginning of financial year 92
No. of complaints filed during the financial year 1129
No. of complaints disposed during the financial year 1070
No. of complaints pending at the end of the financial year 151

All cases were investigated, and actions taken as deemed appropriate. Based on self-disclosure data, 25% of these cases were reported anonymously.

The top categories of complaints were relating to inconsistent workplace conduct at 36%, followed by internal policy non-adherence at 32% and other impropriety at 15%. Commensurate actions as per the disciplinary code of the Company were initiated against such employees while in other cases it was resolved through engagement of other internal functions or mediation or closed without any action since they were unsubstantiated.

The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company were denied access to the Audit, Risk and Compliance Committee.

Information Required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company is committed to providing a safe, nondiscriminatory and non-hostile work environment that is free from any form of intimidation or harassment that is sexual in nature. This is to maintain a workplace where all the employees are considered equal and where the dignity of each employee is respected and protected.

Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace. Your Company's process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

The table below provides details of complaints received/disposed during the financial year 2025-26:

No. of complaints at the beginning of financial year 36

No. of complaints filed during the financial year 205

No. of complaints disposed during the financial year 217

No. of complaints pending at the end of financial year 24

No. of cases pending for more than ninety days 0

Note: The figures in the table represent consolidated group level data covering all gender categories and global workplace locations for the financial year.

The policy on prevention of sexual harassment has been placed on the Company's website at .

Credit Rating

Credit Rating details are available under the heading "Other Disclosures" in the Corporate Governance Report on of this Annual Report.

Related Party Transactions

Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions, a copy of which has been placed on the Company's website at . Prior approval of the Audit, Risk and Compliance Committee and the Board is obtained for all related party transactions. The details of all existing related party transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and the Board for review.

All contracts, arrangements and transactions entered by the Company with related parties during financial year 2025-26 were in the ordinary course of business and on an arm's length basis. There were no material contracts, arrangements or transactions entered during financial year 2025-26 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of this report.

Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A Schedule V of the Listing Regulations are provided as part of the financial statements.

There were no material transactions entered into with related parties during the period under review, which may have had any potential conflict with the interests of the Company at large.

Pursuant to Regulation 23(9) of the Listing Regulations,

your Company has filed the reports on related party

transactions with the Stock Exchanges.

Directors' Responsibility Statement

Your Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. the Directors have prepared the annual accounts on a going concern basis.

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f. adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws as per the Company's Global Statutory Compliance Policy and that such systems and processes are operating effectively.

Wipro Employee Stock Option Plans/ Restricted Stock Unit Plans

Your Company has instituted various Employee Stock Option Plans ( "ESOPs" )/Restricted Stock Unit ( "RSU" ) Plans, including the ADS Restricted Stock Unit Plan 2004 ( "ADS Plan 2004" ), Wipro Employee Restricted Stock Unit Plan 2005 ( "RSU Plan 2005" ), Wipro Employee Restricted Stock Unit Plan 2007 ( "RSU Plan 2007" ) and Wipro Limited Employee Stock Options, Performance Stock Unit and Restricted Stock Unit Scheme 2024 (the "2024 Scheme" ) approved by the Members of the Company on June 11, 2004, July 21, 2005, July 18, 2007 and July 18, 2024 respectively, to attract, retain and motivate the best available talents and to reward the employees for their performance.

The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time ( "Employee Benefits Regulations" ), and there have been no material changes to these plans during the financial year. In case of any corporate action(s) such as rights issues, bonus issues, split/consolidation of shares, change in capital structure, merger/ demerger, the outstanding employee stock options, performance stock units and/or restricted stock units, granted/to be granted, shall be suitably adjusted.

Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations are available on the Company's website at . No employee was issued stock options during the year equal to or exceeding 1 % of the issued capital of the Company at the time of grant.

Your Company has received a certificate from the Secretarial Auditors confirming implementation of the plans in accordance with the Employee Benefits

Regulations. ESOP Plans of the Company are available on the Company's website at .

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I to this report.

A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of H 102 lakhs or more and, employees employed for part of the year and in receipt of remuneration of H 8.50 lakhs or more per month, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure II to this report.

V. Internal Financial Controls and Audit Internal Financial Controls and their adequacy

The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Statutory Audit

At the 76 th Annual General Meeting ( "AGM" ) held on July 19, 2022, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years from the financial year 2022-23 onwards.

M/s. Deloitte Haskins & Sells LLP, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their report for the financial year ended March 31,2026.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditors have reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.

Secretarial Audit

At the 79 th AGM held on July 16, 2025, M/s. V. Sreedharan & Associates, Practicing Company Secretaries (Firm Registration Number: P1985KR14800) were appointed as Secretarial Auditors of the Company for a term of five consecutive years from the financial year 2025-26 onwards.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31,2026, is enclosed as Annexure III to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the report.

VI. Key Awards and Recognitions

Your Company is one of the most admired and recognized companies in the IT industry. Your Company has won several awards and accolades, details of which are provided at page 32 to 33 of this Annual Report.

VII. Social Responsibility and Sustainability Corporate Social Responsibility ("CSR")

Our vision of being a responsible corporation is based on a bedrock of values and ethical principles backed by rigorous good governance practices. Your Company's values of integrity and respect as manifested in Spirit of Wipro combined with the mindset of joint stewardship with our customers, employees, investors, suppliers, and communities have been at the heart of our progress.

Your Company chooses to work on societal concerns that are foundational enablers of a life of dignity for underserved communities in the cities we operate from. Some of the key highlights for the financial year 2025-26 are articulated below:

a. Your Company's environmental stewardship covers climate action, water efficiency, solid waste management and campus biodiversity all of which have shown significant progress. Your Company is well-positioned on its climate targets and net zero goals with a nearly 90% renewable energy footprint in its operations and a corresponding reduction in its greenhouse gas footprint. Your Company continues to strengthen its water conservation practices and achieved a 4.3% reduction in absolute consumption of freshwater on a year-to-year basis even as returnto- office numbers ramped up. More than 97% of the generated solid waste is recycled safely as per regulatory and industry norms. Your Company's community initiatives are spread across 20 countries. During the year, your Company supported the work of nearly 188 partners in the domains of Education, Primary Healthcare, Digital Skilling and Urban Ecology creating positive outcomes for nearly 5.95 Million* people, a significant proportion of whom are children and women from underserved communities.

b. Your Company's work in education spans a wide range from early child-care to digital skilling for college cohorts with a sharp focus on quality, inclusion and equity. Some of the thematic areas your Company supports are on Foundational Literacy and Numeracy, Science, Technology, Engineering, Math learning in schools, Digital skilling in colleges and Sustainability Education. Your Company's geographic presence in India spans 26 States and 4 UTs where the work of our local partners touches 2.89 Million* students, including 148,467 children with disabilities.

c. Your Company's commitment to Inclusion and Well-being spans the entire spectrum from the workplace to its supply chain and to communities. A salient example is the support through gender and maternal care during the year for 300,000 women of reproductive age, taking the cumulative total to 1 Million women supported since FY21.

d. Your Company supports important work that tries to improve the livability of our cities for the urban poor. Our network of 23 partners manages 27 projects across 12 cities, working on issues of urban water, climate adaptation, biodiversity, and waste management.

e. Based on the core idea of integrating wellbeing, personal purpose and social impact, 'Be the Change', the volunteering program we had launched in 2024 has significantly expanded in scale and scope. During the year, nearly 600 volunteering activities were organized wherein 31,238 employees across India and other geographies collectively contributed ~35,300 hours of volunteering in activities such as assembling science kits for schools, assembling menstrual kits and blood donation. In addition, over 42,000 employees contributed monetarily to our community programs, which your Company matches on a 1:1 basis.

As per the provisions of the Companies Act, 2013, your Company has spent H 2,274 Million towards its CSR activities during the financial year 2025-26. Your Company's report on CSR activities for the financial year ended March 31,2026 is set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. We affirm that the implementation and monitoring of CSR activities is in compliance with the Company's CSR objectives and policy.

*Note: The KPIs are on a cumulative basis for the decade starting from FY21.

Particulars regarding Conservation of Energy and Research and Development and Technology Absorption

Details of steps taken by your Company to conserve energy through its Sustainability initiatives, Research and Development and Technology Absorption have been disclosed as part of the MD & A Report.

VIII. Disclosures

Foreign Exchange Earnings and Outgoings

During the financial year 2025-26, your Company's foreign exchange earnings were H 688,950 Million and foreign exchange outgoings were H 305,824 Million as against H 640,665 Million of foreign exchange earnings and H 298,829 Million of foreign exchange outgoings for the financial year 2024-25.

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2026, on its website at .

Other Disclosures

a) Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

c) Your Company has complied with the applicable Secretarial Standards relating to 'Meetings of the Board of Directors' and 'General Meetings' during the year.

d) Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.

e) There are no significant material orders passed by any Regulator/Court which would impact the

going concern status of the Company and its future operations.

f) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund Authority have been provided as part of the Corporate Governance report.

g) To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.

h) There were no instances where your Company required the valuation for one time settlement in connection with availment of loan from the Banks or Financial institutions.

i) There was no failure to implement any Corporate Action during the year.

j) There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

k) All Board Members, KMPs and SMPs have affirmed compliance with the Code of Business Conduct as on March 31,2026.

l) The securities of the Company were not suspended from trading anytime during the year.

m) During the financial year 2025-26, there has been no change in the nature of business of the Company.

n) The CEO & CFO of the Company have issued the necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations, for the financial year 2025-26.

o) The Board affirms that the Company remains fully committed to upholding its Maternity Policy in strict compliance with applicable laws, including the Maternity Benefit Act, 1961, and in alignment with internal human resource protocols. The policy is designed to support the health, well-being, and work-life balance of women employees during and after pregnancy.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the Company's customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Central and State Governments, the concerned Regulators and other Statutory Authorities for their consistent support and encouragement to the Company. The Directors also place on record their sincere appreciation for the dedication, commitment and hard work of all employees of the Company, its subsidiaries and associates. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the IT Services industry.

Bengaluru For and on behalf of the Board of Directors, Rishad A. Premji Chairman
June 2, 2026 (DIN: 02983899)