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Wipro Ltd
Industry :  Computers - Software - Large
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As on: Apr 22, 2024 10:01 AM

Dear Members,

It gives me immense pleasure to present the 77th Board's Report, on behalf of the Board of Directors (the "Board") of the Company, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2023.


On a consolidated basis, your Company's sales increased to RS. 904,876 Million for the current year as against RS. 790,934 Million in the previous year, recording

an increase of 14.41%. Your Company's net profits decreased to RS. 113,665 Million for the current year as against RS. 122,434 Million in the previous year, recording a decrease of 7.16%.

On a standalone basis, your Company's sales increased to RS. 677,534 Million for the current year as against RS. 595,744 Million in the previous year, recording an increase of 13.73%. Your Company's net profits decreased to RS. 91,767 Million in the current year as against RS. 121,353 Million in the previous year, recording a decrease of 24.38%.

Key highlights of financial performance of your Company for the financial year 2022-23 are provided below:

(RS. in Millions)

Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Sales 677,534 595,744 904,876 790,934
Other Operating Income - - - 2,186
Other Income 23,542 47,061 22,657 20,612
Operating Expenses (578,387) (490,163) (779,819) (662,381)
Share of net profit/ (loss) of associates accounted for using the equity method - - (57) 57
Profit before Tax 122,689 152,642 147,657 151,408
Provision for Tax 30,922 31,289 33,992 28,974
Net profit for the year 91,767 121,353 113,665 122,434
Other comprehensive (loss)/income for the year (6,098) (1,487) 10,738 11,452
Total comprehensive income for the year 85,669 119,866 124,403 133,886
Total comprehensive income for the period attributable to:
Minority Interest - - 217 187
Equity holders 85,669 119,866 124,186 133,699
Dividend 5,487 32,891 5,477 32,804
Equity Share Capital 10,976 10,964 10,976 10,964
- Basic 16.75 22.20 20.73 22.37
- Diluted 16.72 22.14 20.68 22.31

Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2023, 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.


Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, Company's

dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital Allocation policy are available on the Company's website at https://www.wipro.com/content/ dam/nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical-guidelines/12769- dividend-distribution-policy.pdf.

Pursuant to the approval of the Board on January 13, 2023, your Company paid an interim dividend of RS. 1 per equity share of face value of RS. 2 each, to shareholders whose names were appearing in the register of members as on January 25, 2023, being the record date fixed for this purpose, after deduction of applicable taxes. The total net cash outflow was of RS. 4,947 Million, resulting in a dividend payout of 5.39% of the standalone profits of the Company.

The interim dividend of RS. 1 per equity share declared by the Board on January 13, 2023 shall be the final dividend for the financial year 2022-23.

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


On April 27, 2023, the Board of Directors of your Company approved the buyback of equity shares, subject to the approval of shareholders, for purchase by the Company of up to 269,662,921 equity shares of RS. 2 each (being 4.91% of the total number of equity shares in the paid-up equity capital of the Company) from the shareholders of the Company on a proportionate basis by way of a tender offer at a price of H445 per equity share for an aggregate amount not exceeding Rs.120,000 Million, in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, the Companies Act, 2013 and Rules made thereunder. Taxes and transaction costs due on the buyback of equity shares will be paid separately.

Transfer to Reserves

Appropriations to general reserves for the financial year ended March 31, 2023, as per standalone and consolidated financial statements were:

(RS. in Millions)

Standalone Consolidated
Net profit for the year 91,767 113,500*
Balance of Reserves at the beginning of the year 532,543 643,066
Balance of Reserves at the end of the year 616,647 765,703

* Excluding non-controlling interest

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2023, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements on page nos. 163 to 164 and 245 to 246 respectively of this Annual Report.

Share Capital

During the financial year 2022-23, the Company allotted 5,847,626 equity shares consequent to exercise of employee stock options. The equity shares allotted/ transferred under the Employee Stock Option Schemes shall rank pari-passu with the existing equity shares of the Company. The paid-up equity share capital of the Company as of March 31, 2023, stood at RS. 10,976 Million consisting of 5,487,917,741 equity shares of RS. 2 each.

Subsidiaries and Associates

As on March 31,2023, your Company had 159 subsidiaries and 1 associate. 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 nos. 330 to 336 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 and associates.

Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at https://www.wipro.com/investors/annual- reports/.

Your Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through equity, loan, guarantee and/or other means to meet working capital requirements.

In terms of the Company's Policy on determining "material subsidiary", during the financial year ended March 31, 2023, Wipro LLC was determined as a material subsidiary whose income exceeds 10% of the consolidated income 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 Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.


Celebrating over 75 years of innovation, Wipro is a purpose-driven, global technology services and consulting firm with over 250,000 employees across six continents helping our Company's customers, communities and planet thrive in the digital world.

Wipro is recognized globally for its strong commitment to sustainability. Your Company nurtures inclusivity as an intrinsic part of its culture. Your Company's deep resolve to improve the communities we live and work in, is appreciated by its customers, investors, analysts, and employees.

Your Company aspires to be a ‘value orchestrator' to its clients - an end-to-end digital transformation partner that delivers personalized outcomes through holistic solutions. To achieve this, your Company proactively conceptualizes, orchestrates and seamlessly deploys value by bringing together domain knowledge, technologies, partners and hyperscalers to solve complex problems for its clients.

Wipro's holistic portfolio of capabilities and ability to navigate vertically and horizontally across ecosystems helps its clients achieve competitive advantage. Our focus is to maximize business outcomes by converging themes across industry domains, products, services, and partners as your Company develops and delivers tailored business solutions for its clients. This combined with operational excellence, automation, higher productivity and integration of consulting and technology practices, strengthens your Company's ability to deliver industry solutions effectively and at scale. Your Company is focused towards building longterm relationships with customers and tightly aligned visions and outcomes structured through a highly governed and co-managed engagement process.

Wipro's IT Services segment provides a range of IT and IT-enabled services which include digital strategy advisory, customer-centric design, consulting, custom

application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, analytics services, business process services, research and development and, hardware and software design to leading enterprises worldwide.

Wipro's IT Products segment provides a range of third-party IT products, which allows it to offer comprehensive IT system integration services. These products include computing, platforms and storage, networking solutions, enterprise information security and software products, including databases and operating systems. Your Company provides IT products majorly as a complement to its IT services offerings rather than sell standalone IT products, and its focus continues to be on consulting and digital engagements, with a more selective approach in bidding for system integration engagements.

Wipro's ISRE segment consists of IT Services offerings to organizations owned or controlled by the GoI and/or any Indian State Governments. Your Company's ISRE strategy focuses on consulting and digital engagements with ISRE Customers.

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 page no. 28 onwards.

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

Global economic activity experienced a sharper-than- expected slowdown in the financial year 2022-23. With central banks raising interest rates and food and energy prices coming down, global inflation is gradually subsiding. This has resulted in marginal improvement in business and household buying power.

Verticals across the globe are showcasing signs of caution in their technology spending basis short-term and long-term priorities. The factors such as high inflation and potential recession across the globe have forced companies to drive cost optimization in their operations, invest in operational excellence and drive vendor consolidation. Companies are relying on technologies like cloud, AI and automation to achieve optimization and increase efficiency. Thus, the volatile

global scenario is supporting the demand for technology adoption and digital acceleration. As the banking sector faces margin pressures, overall BFSI technology spends will observe greater caution and delay.

Additional information regarding your Company's business operations and financial position are provided as part of the MD & A Report from page no. 28 onwards.


The near-term outlook remains highly uncertain with downside risks of impact from tighter monetary policy, inflation and recession fears, pressures in global energy markets reappearing, unpredictable course of the geopolitical conflict in Europe, and the recent increase in financial market volatility. The rapid tightening of fiscal policies has exposed vulnerabilities both among banking and non-banking financial institutions, showcasing fluctuations in the financial conditions with the shift in sentiment. This may result in slowdown in demand in certain markets and lead to delayed decision making.

Technology spending is forecasted to increase with enterprises' CIOs investing in value-driven transformation focused on areas like cloud transformation, automation, integration of AI, data analytics and cybersecurity as their top priorities. The demand for digital transformation and infrastructure modernization will continue to drive growth for the industry with accelerated adoption of digital and emerging technologies, such as next generation AI, augmented reality ("AR"), vi rtual reality ("VR"), extended reality ("XR"), web3 and metaverse, 5G and edge, cyber and bio convergence. While the emerging technologies will disrupt industries, they will also pose new risks in the areas of data privacy, surveillance and ownership.

According to the Strategic Review 2023 published by NASSCOM (the "NASSCOM Report"), revenue for the Indian IT services' sector is expected to witness growth of 8.3% year-on-year in fiscal year 2023, led by IT modernization including application modernization, cloud migration and platformization. Digital revenues are estimated to account for 32%-34% of total industry revenue, growing at 16% annually in fiscal year 2023. IT services contracts will include a significant digital component, led by digital transformation, cloudification, platform engineering, AI, building software-as-a-service

("SaaS") enabled products and associated consulting services. According to the NASSCOM Report, next generation technologies, such as sensor technology, smart robots, autonomous driving, computer vision, deep learning, autonomous analytics, AR/VR, sustainability technology, edge computing, distributed ledger, spacetech and 5G/6G, are expected to witness twice the average growth in fiscal year 2023.

Acquisitions, Divestments, Investments and Mergers

Your Company's strategy supports value creation for clients and growth for the organization through five strategic priorities: accelerate growth, strengthen clients and partnerships, lead with business solutions, building talent at scale, and a simplified operating model.

The Company focuses its efforts and investments on maximum results, going deeper in areas that it believes it has the strength and defocusing on others, and scaling up to secure leadership positions.

Your Company's new strategy will bring it closer to clients, drive greater agility and responsiveness and help us become the employer of choice. Further, your Company had invested in acquiring new technology and skills.

Details of the transactions completed by your Company are listed below:

a) In November 2022, Wipro IT Services UK Societas acquired remaining 51% equity stake in Wipro Doha LLC. Consequent to the acquisition of the additional equity stake, the holding in Wipro Doha LLC increased from 49% to 100%.

b) I n December 2022, your Company completed the acquisition of additional 3.3% equity stake in Encore Theme Technologies Private Limited ("Encore Theme"). With the completion of the acquisition of aforesaid equity stake, Encore Theme has become a wholly owned subsidiary of your Company w.e.f. December 27, 2022.

Rs.) In December 2022, Wipro LLC sold its Preferred Shares to Harte Hanks, Inc. by way of repurchase of shares.

Rs.) I n December 2022, the membership interest held by Wipro Gallagher Solutions LLC in Wipro Opus Risk Solutions, LLC was sold.

e) Wipro Ventures, the strategic investment arm of Wipro, invests in enterprise software and cybersecurity startups. These investments span across the Enterprise IT stack, and include areas like, Analytics, Business Automation, Cloud Infrastructure, Cybersecurity, Data Management, DevOps, IoT, Test Automation, among others. During the financial year 2022-23, Wipro Ventures has invested in five companies i.e Securonix, Qwiet.ai, Kibsi, Kognitos, and Spartan Radar.

f) During the financial year 2022-23, your Company has carried out the merger of Cardinal Foreign Holdings S.a r.l. and Cardinal Foreign Holdings 2 S.a r.l. with and into Grove Holdings 2 S.a r.l, merger of Wipro Italia S.R.L into Mechworks S.R.L, and amalgamation of Rizing Canada Holdings Corp. with Rizing Solutions Canada Inc.

g) During the financial year 2022-23, 14 subsidiaries of your Company i.e., Wipro Poland Sp. z o.o., Wipro US foundation, Neos Holdings LLC, Neos Software LLC, Capco (US) GP LLC, Capco (US) LLC, Neos LLC, Rizing Intermediate Inc, Rizing Intermediate LLC, Rizing Inc, Attune Hong Kong Limited, Vesta Macau Limited, Capco (Canada) LP and Capco (Canada) GP ULC were de-registered.

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 6, 2017, your Company has adopted salient features of Integrated Reporting prescribed by the International Integrated Reporting Council (‘IIRC’) as part of its MD & A Report. The MD & A report, capturing your Company's performance, industry trends and other material changes with respect to your Company's and its subsidiaries, wherever applicable, are presented from page no. 28 onwards of this Annual Report.

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 as required by Regulation 34 of the Listing Regulations on Business Responsibility Report.

Business Responsibility & Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no. SEBI/LAD-NRO/ GN/2021/2 dated May 5, 2021, your Company

provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance ("ESG") parameters called the Business Responsibility and Sustainability Report ("BRSR") which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. The BRSR is provided from page nos. 419 to 449 of this Annual Report.


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 V. Sreedharan & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided at page no. 123 onwards.

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, 2023, the Board comprised of two Executive Directors, six non-executive Independent Directors and one non-executive nonIndependent Director.

Definition of ‘Independence' of Directors is derived from Regulation 16 of the Listing Regulations, 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 the Independent Directors stating that they meet the prescribed criteria for independence. The Board, after undertaking assessment and on examination of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:

Ms. Ireena Vittal

Mr. Deepak M. Satwalekar

Dr. Patrick J. Ennis

Mr. Patrick Dupuis

Ms. Tulsi Naidu

Ms. Paivi Rekonen

All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013.

Meetings of the Board

The Board met six times during the financial year 202223 on April 12, 2022, April 28-29, 2022, June 8, 2022, July 19-20, 2022, October 11-12, 2022 and January 1213, 2023. 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

Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on July 20, 2022, approved the appointment of Ms. Paivi Elina Rekonen Fleischer (DIN: 09669696) as an Additional Director in the capacity of Independent Director for a term of 5 years with effect from October 1, 2022 to September 30, 2027, subject to approval of the shareholders of the Company. The said appointment was approved by shareholders of the Company vide special resolution dated November 22, 2022, passed through postal ballot by e-voting.

Mr. William A. Owens retired as an Independent Director from the Board of the Company with effect from July 31, 2022. The Board places on record the immense contributions made by Mr. William A. Owens to the growth of you r Company over the years.

In the opinion of the Board, all our Directors, as well as the Director appointed during the financial year, possess

requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided at page no. 126 of this Annual Report.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Thierry Delaporte (DIN: 08107242) will retire by rotation at the 77th AGM and being eligible, has offered himself for re-appointment.

Committees of the Board

Your Company's Board has the following committees:

1. Audit, Risk and Compliance Committee, which also acts as Risk Management Committee.

2. Nomination and Remuneration Committee (formerly known as Board Governance, Nomination and Compensation 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 page nos. 131 to 134 of this Annual Report.

Board Evaluation

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication

and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience, and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organization's strategy, etc.

The outcome of the Board Evaluation for the financial year 2022-23 was discussed by the Nomination and Remuneration Committee and the Board at their respective meetings held in April 2023. The Board has received highest ratings on Board communication and relationships, legal and financial duties of the Board and composition and role of the Board. The Board noted the actions taken in improving Board effectiveness based on feedback given in the previous year. In light of the external environment, the Board recommended additional focus on the area of risk management.

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, Key Managerial Personnel ("KMP"), Senior Management Personnel 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 policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at https://www.wipro.com/content/


dam/nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical-guidelines/wipro- limited-remuneration-policy.pdf. We affirm that the remuneration paid to Directors, Senior Management 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 organization's approach to Board Diversity.

Your Company believes that Board diversity basis the gender, race, age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, culture, industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for review of the policy from time to time. Policy on Board Diversity has been placed on the Company's website at https:// www.wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/ethical- guidelines/policy-on-appointment-of-directors-and- board-diversity.pdf.

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 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 the controls that have been implemented to prevent such risks and continuous improvement of the systems and processes to proactively identify and mitigate such risks. For more details on the Company's risk management framework, please refer to page nos. 36 to 39 of this Annual Report.

Cyber Security

Being an IT & ITES service provider, your Company's high business dependency on its information technology and secured digital infrastructure, to interconnect offices,

employee systems, partners and clients for the day-today business operations, as well as our hosting of data and service delivery, are susceptible to potential cyber event impacting confidentiality, integrity and availability of the technology environment. The cyber event(s) may lead to financial loss, disclosure of data, breach of privacy or security impacting reputation, trust, revenue, through legal, regulatory and contractual obligations. Such event(s) may directly impact your Company and its relationships with its clients and partners.

Owing to the rise of connected devices, transition to cloud and use of other emerging technologies, and other factors, the impact of threats continue to increase while the threat attack area is evolving and increasing beyond the enterprise. There may be vulnerabilities in opensource software incorporated into your Company's offerings that may make the offerings susceptible to cyberattacks.

I n view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

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 update 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. The 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 Company's obligation to maintain a 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 unpublished price sensitive information which has been made available on the Company's website at https:// www.wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/ethical- guidelines/12765-code-of-practices-and-procedures- for-fair-disclosure-of-upsi.pdf.

Vigil Mechanism

Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints from employees and directors, 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 Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

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 unpublished price sensitive information, 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 https://www.wipro. com/investors/corporate-governance/policies-and-gui delines/#WiprosOmbudsProcess.

All complaints received through Ombuds process and investigative findings are reviewed and approved by the Chief Ombuds person. All employees and stakeholders can also register their concerns either by sending an email to ombuds.person@wipro.com or through web- based portal at https://www.wipro.com/investors/ corporate-governance/policies-and-guidelines/#Wip

rosOmbudsProcess. 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 for more than 15 days, the concern may be closed without further action.

The below table provides details of complaints received/disposed during the financial year 2022-23:

No. of complaints pending at the beginning of financial year 82
No. of complaints filed during the financial year 1199
No. of complaints disposed during the financial year 1197
No. of complaints pending at the end of the financial year 84

All cases were investigated, and actions taken as deemed appropriate. Based on self-disclosure data, 14% of these cases were reported anonymously. The top categories of complaints were non-adherence to internal policy/process at 46%, followed by workplace concerns and behavioural issues at 23%. The majority of cases (60%) were resolved through engagement of human resources or mediation or closed 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company is committed to providing a safe and conducive work environment to all its employees and associates. 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. The Company's process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. The below table provides details of complaints received/ disposed during the financial year 2022-23.

Number of complaints at the beginning of financial year 12*
No. of complaints filed during the financial year 141
No. of complaints disposed during the financial year 134
No. of complaints pending at the end of financial year 19

*Of the 13 complaints pending at the end of the previous year, 1 complaint was found to be invalid due to lack of response from the complainant.

As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company follows calendar year for annual filling with statutory authority and as per the filing, a total of 51 complaints related to sexual harassment were raised in the calendar year 2022.

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. The policy on related party transactions has been placed on the Company's website at https://www.wipro.com/content/dam/ nexus/en/investor/corporate-governance/policies-and- guidelines/ethical-guidelines/policy-for-related-party- transactions.pdf.

Prior omnibus approval of the Audit, Risk and Compliance Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and before the Board for review and approval.

All contracts, arrangements and transactions entered by the Company with related parties during financial year 2022-23 were in the ordinary course of business and on an arm's length basis. There were no contracts, arrangements or transactions entered during financial year 2022-23 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 2022-23 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 of Schedule V of the Listing Regulations are provided as part of the financial statements.

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.

Rs.) 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.

Rs.) 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 options plans/restricted stock unit plans from time to time to motivate, incentivize, and reward employees.

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 ("Employee Benefits Regulations") and there have been no material changes to these plans during the financial year. 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 https://www.wipro. com/investors/annual-reports/. 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 auditor confirming implementation of the plans in accordance with the Employee Benefits Regulations.

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 RS. 102 lakhs or more and, employees employed for part of the year and in receipt of remuneration of RS. 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure II to this report.

IV. 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 76th AGM held on July 19, 2022, Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) was re-appointed as statutory auditors of the Company for a second term of five consecutive years from the financial year 2022-23 onwards.

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 Auditors, in their report for the financial year ended March 31,2023.

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

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V. Sreedharan, Partner, V. Sreedharan & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31,2023, is enclosed as Annexure III to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.


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 nos. 26 to 27 of this Annual Report.



Corporate Social Responsibility

At Wipro, we think that it is critical to engage with the social and ecological challenges that humanity is facing in a deep, meaningful, and systemic manner. We believe in contributing towards creating a more just, equitable, humane, and sustainable society. Your Company chooses to work on domain and issues that are widely recognized as being vital enablers of societal progress

and community-resilience with positive impacts over the long term on livelihoods, health and well-being, gender equity, economic productivity, and democratic participation. Our CSR policy reflects principles and strategies that have informed our long history of corporate citizenship and social responsibility.

We are committed to an approach that is focused on bringing change from the inside out at four different levels:

1. Fulfilling primary fiduciary duties and regulatory obligations as reflected in high levels of corporate governance and transparency;

2. Proactive approach to initiatives inside the organizational ecosystem that demonstrate our commitment to a more humane and sustainable world;

3. Engaging with, and contributing to, relevant issues in neighborhood communities, in all regions and countries;

4. Using the power of collaboration and advocacy to influence larger societal progress.

Our CSR programs' implementation happens through multiple channels - Wipro Foundation, Wipro Cares, and through functions and groups within the Company. Your company works with a network of over 230 committed partner organizations who collectively implemented approximately 300 projects across India, the US, UK, Philippines, Romania, France, among others, with collective positive impacts on over 2 Million people.

As per the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. Accordingly, your Company spent RS. 2,157 Million towards CSR activities during the financial year 2022-23.

The Board of Directors noted that your Company's CSR spend for the year ended March 31, 2023, was RS. 2,157 Million as against its obligation of RS. 1,986 Million. Pursuant to the recommendation by Nomination and Remuneration Committee and approval by the Board of Directors, an aggregate amount of RS. 508 Million was set off for financial year 2022-23. An excess of RS. 679 Million which was spent in financial year 2022-23 is available for set-off in a time frame of three immediately succeeding years, in equal proportion.

The contents of the CSR policy and the CSR Report as per the format notified in the Companies (Corporate

Social Responsibility Policy) Rules, 2014, as amended from time to time, is attached as Annexure IV to this report. CSR policy is also available on the Company's website at https://www.wipro.com/content/dam/nexus/ en/investor/corporate-governance/policies-and- guidelines/ethical-guidelines/12773-policy-on- corporate-social-responsibility.pdf.

The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013, forms part of Nomination and Remuneration Committee. The Committee consists of three Independent Directors, Ms. lreena Vittal, Mr. Patrick Dupuis and Mr. Deepak M. Satwalekar as its members. Ms. lreena Vittal is the Chairperson of the Committee.

Effective April 1, 2023, Ms. Tulsi Naidu, Independent Director, was appointed as member of the Committee. We affirm that the implementation and monitoring of CSR activities is in compliance with the Company's CSR objectives and policy.

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.


Foreign Exchange Earnings and Outgoings

During the financial year 2022-23, your Company's foreign exchange earnings were RS. 637,061 Million and foreign exchange outgoings were RS. 313,746 Million as against RS. 548,490 Million of foreign exchange earnings and RS. 259,602 Million of foreign exchange outgoings for the financial year 2021-22.

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, 2023, on its website at https://www.wipro.com/investors/annual-reports/.

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.

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

Rs.) 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 the Regulators/Courts 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) There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

Rs.) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.

Acknowledgements and Appreciation

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the IT Services industry.

For and on behalf of the Board of Directors,

Bengaluru Rishad A. Premji
May 24, 2023 Chairman
(DIN: 02983899)