Wipro Ltd Directors Report.

Dear Members,

On behalf of the Board of Directors (the "Board") of the Company, it gives me immense pleasure to present the 75th Boards Report, along with the Balance Sheet, Profit and Loss Account and Cash Flow Statements, for the financial year ended March 31,2021.

I. FINANCIAL PERFORMANCE

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2021, 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.

On a consolidated basis, your Companys sales increased to Rs.619,430 million for the current year as against Rs.610,232 million in the previous year, recording an increase of 1.51%. Your Companys net profits increased to Rs.108,680 million for the current year as against Rs.97,718 million in the previous year, recording an increase of 11.22%.

On a standalone basis, your Companys sales decreased to Rs.502,994 million for the current year as against Rs.503,877 million in the previous year, recording a decrease of -0.18%. Your Companys net profits increased to Rs.100,609 million in the current year as against Rs.86,807 million in the previous year, recording an increase of 15.90%.

Key highlights of financial performance of your Company for the financial year 2020-21 are provided below:

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Sales 502,994 503,877 619,430 610,232
Other Operating Income - 193 (81) 1,144
Other Income 23,829 24,766 23,907 27,250
Profit before Tax 126,848 110,077 139,029 122,519
Provision for Tax 26,239 23,270 30,349 24,801
Net profit for the year 100,609 86,807 108,680 97,718
Other comprehensive (loss)/income for the year 6,337 (4,284) 6,817 4,257
Total comprehensive income for the year 106,946 82,523 115,497 101,975
Total comprehensive income for the period attributable to:
Minority Interest - - 663 653
Equity holders 106,946 82,523 114,834 101,322
Appropriations
Dividend 5,478 5,713 5,459 5,689
Tax on distribution of dividend - 1,174 - 1,174
EPS
- Basic 17.81 14.88 19.11 16.67
- Diluted 17.77 14.84 19.07 16.63

Dividend

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, your Companys dividend track record, usage of retained earnings for corporate actions, etc. The Dividend Distribution policy and Capital Allocation Policy are available on the Companys website at https://www.wipro.com/ content/dam/nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical-guidelines/12769- dividend-distribution-policv-october-2016.pdf.

Pursuant to the approval of the Board on January 13, 2021, your Company paid an interim dividend of Rs.1/- per equity share of face value of Rs.2/- each, to shareholders who were on the register of members as on January 25, 2021, being the record date fixed for this purpose, after deduction of applicable taxes. The Board did not recommend a final dividend and the interim dividend of Rs.1/- per equity share declared by the Board in January 2021 shall be the final dividend for the financial year 2020-21. Thus, the total dividend for the financial year 2020-21 remains Rs.1/- per equity share.

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

Buyback of Equity Shares

Pursuant to the approval of the Board on October 13, 2020 and approval of shareholders through special resolution dated November 16, 2020 passed through postal ballot by e-voting, your Company concluded the buyback of 237,500,000 equity shares of face value of Rs.2/- each at a price of Rs.400/- per equity share, for an aggregate amount of Rs.95,000 million (excluding buyback tax), in January 2021.

The buyback was made from all existing shareholders of the Company as on December 1 1,2020, being the record date for the purpose, on a proportionate basis under the tender offer route in accordance with the provisions of the Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder.

Transfer to Reserves

Appropriations to general reserves for the financial year ended March 31, 2021 as per standalone and consolidated financial statements were:

( in millions)
Standalone Consolidated
Net profit for the year 100,609 107,964*
Balance of Reserves at the beginning of the year 453,110 541,790
Transfer to General Reserves - -
Balance of Reserves at the end of the year 441,458 538,052

* excluding non-controlling interest

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2021, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements on page nos. 156 to 157 and 229 to 230 respectively of this Annual Report.

Share Capital

During the financial year 2020-21, the Company allotted 3,281,165 equity shares consequent to exercise of employee stock options. Your Company also extinguished 237,500,000 equity shares consequent to buyback in January 2021 and reduced the paid-up equity share capital by Rs.475 million. Consequently, the paid-up equity share capital of the Company as of March 31, 2021 stood at Rs.10,958 million consisting of 5,479,138,555 equity shares of Rs.2/- each.

Subsidiary Companies

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. 302 to 308 of this Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries.

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 Companys Policy on determining "material subsidiary", during the financial year ended March 31, 2021, 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.

In June 2021, Wipro IT Services LLC, a wholly owned step- down subsidiary of your Company incorporated under the laws of Delaware, United States of America has approved the proposal for issuance of U.S. dollar denominated notes ("Notes") in an aggregate principal amount of up to US$ 750 million. The Notes will be guaranteed by the Company vide a corporate guarantee. The net proceeds of the Notes are intended to be utilised for refinancing or repaying existing debt, general corporate purposes and/or for any other purpose permitted by law. The Notes are proposed to be listed on the Singapore Stock Exchange.

The Board of Directors of your Company, at their meeting held on June 9, 2021, granted its approval to unconditionally and irrevocably guarantee the due and prompt payment of the principal and interest and any additional amount payable in respect of the Notes, as and when the same shall become due and payable. The Guarantee is subject to the aggregate liability of the Company not exceeding US$ 865 million (115% of the principal amount of the Notes).

Particulars of Loans, Advances, 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, Advances, Guarantees and Investments are provided as part of the financial statements.

II. BUSINESS AND OPERATIONS

Your Company is a global technology services firm, with employees in over 55 countries and serving enterprise clients across various industries. Your Companys business is comprised of the IT Services, IT Products and ISRE segments. Companies are transforming their technology stack, to operate with agility and flexibility. Your Company is a trusted partner to its clients in their transformation journey and enable them to be leaders in their respective industries.

During the year ended March 31,2021, your Company adopted a new organizational structure designed to simplify its go- to-market execution and ensure sector focus and growth in non-US markets. The previous structure of multiple delivery units has been replaced by a simplified model designed to bring the best of Wipro closer to its customers. This model consists of four Strategic Market Units ("SMUs") and two Global Business Lines ("GBLs"). The four SMUs are Americas 1, Americas 2, Europe, and Asia Pacific Middle East Africa ("APMEA").

Your Company organizes its customer-facing functions of sales, marketing and business development into teams that focus primarily on the four SMUs and service offerings, enabling it to deliver services to customers based on deep domain insight. Your Companys customer-facing functions in each SMU are predominantly locally staffed.

Your Company is seeing that traditional technology services are under stress and "shift to the new" is becoming more pronounced. Growth in the technology services sector will be led by next generation technologies and services, such as digital, cloud, data, engineering and cybersecurity. Companies are actively exploring opportunities for digitization, leading to increased demand for consulting services. Digital technologies are expected to grow 15%-20% over the next five years and next-generation technologies such as 5G, Al/Intelligent Enterprise, robotics and blockchain, is anticipated to grow exponentially in the near future.

Your Company assist its clients to create new possibilities at the intersection of design, domain, consulting and next- generation technologies. Your Companys new operating model ensures adequate sector and domain-focused go-to- market and execution. It also combines global expertise with local geography-focus in building capabilities, and ensures dedicated sales presence, led by proximity to clients. Your Company is creating value for clients through sector focused business solutions, digital and technology capabilities, cutting edge innovation, leveraging strategic partnerships and talent.

Your Companys IT Services segment provides a range of IT and IT-enabled services which include digital strategy advisory, customer-centric design, technology consulting, IT 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.

Your Companys IT Products segment provides a range of third-party IT products, which allows us 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 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 ("SI") engagements.

Further information on your Companys IT services and products offerings, business strategy, operating segments overview and business model are presented as part of the Management Discussion and Analysis Report ("MD & A Report") from page no. 30 onwards.

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

The ongoing global COVID-19 pandemic has caused and continues to cause significant loss of life and has resulted in curtailment of economic activities across the world as local administrations and governments seek to limit spread of the disease, including through lockdown policies, restriction on business activities and business shutdowns. Among other things, many of your Companys and its clients offices have been closed and employees have been working from home and many customer-facing businesses have closed or are operating at a significantly lower capacity to observe various social distancing requirements and government-mandated COVID-19 protocols.

During the COVID-19 pandemic, your Company continued to sign large deals and deliver large-scale transformation projects.

In March 2020, at the onset of the COVID-19 pandemic, your Company enabled its employees globally to work from home. Since then, fewer than 3% of employees have been working from Companys offices.

Additional information regarding potential impact of COVID-19 pandemic on your Companys business operations and financial position are provided as part of the MD & A Report from page no. 30 onwards.

Outlook

Global IT service providers offer a range of end-to- end software development, digital services, IT business solutions, research and development services, technology infrastructure services, business process services, consulting and related support functions.

According to the Future of technology Services- Winning in this Decade published by NASSCOM, Indian technologies services industry is forecasted to grow 10%-12% CAGR in 5 years to reach $300-$350B revenues.

According to the Future of technology Services- Winning in this Decade published by NASSCOM, share of digital in Indian technology services revenue is likely to be 55%-60% by 2025 with an annual growth of 25%-30%.

Acquisitions, Divestments, Investments and Mergers

Acquisitions are a key enabler for driving capability to build industry domain, focus on key strategic areas, strengthening presence in emerging technology areas including Digital, and increase market footprint in newer markets. Your Company focuses on opportunities where it can further develop its domain expertise, specific skill sets and its global delivery model to maximize service and product enhancements and higher margins.

a) In August 2020, your Company acquired 4C NV and its subsidiaries, a Salesforce multi-cloud partner in Europe, U.K., and the Middle East.

b) In August 2020, your Company also acquired IVIA Servicos de Informatica Ltda., a specialized IT services provider to financial services, retail and manufacturing sectors in Brazil.

c) In December 2020, as part of strategic digital and IT partnership deal, your Company entered into a definitive agreement with Metro AG, the leading global wholesale company that is redefining the food service distribution industry. Duration of the deal is for 5 years with the intention to extend it up to additional 4 years. As part of this transaction, your Company had taken over the IT units of Metro AG, namely METRO-NOM GMBH and METRO Systems Romania S.R.L. effective April 1,2021.

d) In December 2020, your Company acquired 83.4% stake in Encore Theme Technologies Private Limited, a Finastra trade finance solutions partner across the Middle East, Africa, India and Asia Pacific. The remaining 16.6% equity stake will be acquired subject to and after receipt of certain regulatory approvals/confirmations.

e) In February 2021, your Company acquired Eximius Design, LLC and Eximius Design India Private Limited, a leading engineering services company with expertise in semiconductor, software and systems design.

f) In April 2021, your Company announced that it has signed definitive agreement to acquire Ampion, an Australia-based provider of cyber security, DevOps and quality engineering services. The transaction is expected to be completed during the quarter ending June 30, 2021, subject to customary closing conditions and regulatory approvals.

g) In April 2021, your Company acquired Capco, a global management and technology consultancy providing digital, consulting and technology services to financial institutions in the Americas, Europe and the Asia Pacific.

h) Wipro Ventures, the strategic investment arm of Wipro, invests in early-to-mid-stage enterprise software startups. The areas of investment include Artificial Intelligence, Analytics, Business Automation, Cloud Infrastructure, Cyber security, Data Management, Internet of Things and Testing Automation. As of March 31, 2021, Wipro Ventures manages 16 active investments. In addition to direct equity investments in emerging startups, Wipro Ventures has invested in five enterprise-focused venture funds: B Capital, Boldstart Ventures, Glilot Capital Partners, TLV Partners and Work-Bench.

i) During the financial year 2020-21, your Company has carried out the merger of Cellent GmbH, Germany with and into Wipro Technologies GmbH, Germany.

Management Discussion and Analysis Report

In terms of Regulation 34 of the Listing Regulations and SEBI circular 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 Companys performance, industry trends and other material changes with respect to your Companys and its subsidiaries, wherever applicable, are presented from page no. 30 onwards of this Annual Report.

The MD & A Report provides a consolidated perspective of economic, social and environmental aspects material to your Companys 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. Statutory section of Business Responsibility Report is provided from page nos. 384 to 390 of this Annual Report.

III. 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 Companys 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. 121 onwards.

Board of Directors

Boards Composition and Independence

Your Companys Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31,2021, the Board comprised of two Executive Directors, six non-executive Independent Directors and one non-executive non-independent Director.

Definition of ‘Independence of Directors is derived from Regulation 16 of the Listing Regulations, 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:

Mr. M. K. Sharma

Mrs. Ireena Vittal

Mr. William Arthur Owens

Dr. Patrick J. Ennis

Mr. Patrick Dupuis

Mr. Deepak M. Satwalekar

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 2020-21 on April 15, 2020, May 29, 2020, July 14, 2020, October 12-13, 2020, January 13, 2021 and February 24, 2021. 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

At the 74th Annual General Meeting (AGM) held on July 13, 2020, the shareholders of the Company approved the following:

1. Appointment of Mr. Thierry Delaporte (DIN: 08107242) as the Chief Executive Officer and Managing Director of the Company for a period of 5 years from July 6, 2020

to July 5, 2025, whose office shall be liable to retire by rotation.

2. Appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director for a period of five years from July 1, 2020 to June 30, 2025, whose office shall not be liable to retire by rotation.

Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board approved re-appointment of Dr. Patrick J. Ennis (DIN: 07463299) and Mr. Patrick Dupuis (DIN: 07480046) as Independent Directors of the Company for a second term of 5 years with effect from April 1,2021 to March 31,2026, based on their skills, experience, knowledge and positive outcome of performance evaluation. The said re-appointment was approved by shareholders of the Company vide special resolutions dated June 4, 2021, passed through postal ballot by e-voting.

Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, the Board has, on May 13, 2021, approved the appointment of Ms. Tulsi Naidu (DIN: 03017471) as an Additional Director in the capacity of Independent Director for a term of 5 years with effect from July 1,2021 to June 30, 2026, subject to approval of the shareholders of the Company. Necessary resolutions for her appointment are being placed for the approval of shareholders as part of the notice of the 75th AGM.

In the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided at page no. 123 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 75th AGM and being eligible, has offered himself for re-appointment.

During the financial year, Mr. Abidali Z. Neemuchwala resigned as the Chief Executive Officer and Managing Director of the Company with effect from the end of the day on June 1, 2020. Further, Mrs. Arundhati Bhattacharya stepped down as an Independent Director from the Board with effect from close of business hours on June 30, 2020.

Committees of the Board

Your Companys Board has the following committees:

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

2. Board Governance, Nomination and Compensation

Committee, which also acts as Corporate Social Responsibility Committee.

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

4. Strategy Committee.

At the Board Meeting held on April 15, 2021, it was decided to discontinue the Strategy Committee, as the entire Board will be deliberating matters pertaining to the strategy of the Company going forward.

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. 128 to 132 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 Board Governance, Nomination and Compensation 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 organizations strategy, etc.

The outcome of the Board Evaluation for the financial year 2020-21 was discussed by the Board Governance,

Nomination and Compensation Committee and the Board at their respective meetings held in April 2021. 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. Further, the Board also noted areas requiring more focus in the future, which includes further progress on Board diversity, Strategy especially post COVID-19, discussion on succession planning, and risk management.

Policy on Directors Appointment and Remuneration

The Board Governance, Nomination and Compensation Committee has framed a 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 Companys website at https://www.wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/ethical- guidelines/wipro-limited-remuneration-policv.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 Governance, Nomination and Compensation 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 organizations 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 Companys website at https://www.wipro.com/investors/corporate-governance/.

Risk Management

Your Company has put in place an Enterprise Risk Management (ERM) framework and adopted an enterprise risk management policy based on globally recognized standards. The ERM framework is administered by the Audit, Risk and Compliance Committee. The objective of the ERM framework is to enable and support achievement of business objectives through risk-intelligent assessment apart from placing significant focus on constantly identifying and mitigating risks within the business. The ERM framework covers various categories of risks including, inter alia, information security and cyber security risks, effectiveness of the controls that have been implemented to prevent such risks and continuous improvement of the systems and processes to mitigate such risks. For more details on the Companys risk management framework, please refer to page nos. 38 to 41 of this Annual Report.

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. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at https://www.wipro.com/investors/corporate-governance/.

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 Companys 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 Companys intranet and website at https://www.wipro.com/investors/ corporate-governance/#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/ #WiprosOmbudsProcess. 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 the investigation. In case the complainant is non-responsive 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 2020-21:

No. of complaints pending at the beginning of financial year 85
No. of complaints filed during the financial year 870
No. of complaints disposed during the financial year 917
No. of complaints pending at the end of the financial year 38

All cases were investigated and actions taken as deemed appropriate. Based on self-disclosure data, 19% of these cases were reported anonymously. The top categories of complaints were people processes at 33% and workplace concerns and harassment at 28%. The majority of cases (76%) 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

Your Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at

Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace. The Companys 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 2020-21.

Number of complaints at the beginning of the financial year 27
No. of complaints filed during the financial year 43
No. of complaints disposed during the financial year 56
No. of complaints pending at the end of the financial year 14

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 36 complaints related to sexual harassment were raised in the calendar year 2020.

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 arms 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. An abridged policy on related party transactions has been placed on the Companys website at https://www.wipro.com/ content/dam/nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical-guidelines/abridged- policv-for-related-partv-transactions.pdf.

All related party transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and before the Board for approval. 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.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure I to this Boards 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;

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 Companys 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 Board Governance, Nomination and Compensation Committee administers these plans. The stock option plans are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, 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 read with the Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are available on the

Companys website at https://www.wipro.com/content/dam/ nexus/en/investor/annual-reports/2020-2021/disclosure- under-sebi-share-based-employee-benefits-regulations- 2014-for-the-year-ended-march-31-2021.pdf. 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.

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 II 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 III 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 that 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 Companys 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 71st AGM held on July 19, 2017, Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 1 17366W/W- 100018) was appointed as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards. Accordingly, Deloitte Haskins & Sells LLP will continue as statutory auditors of the Company till the financial year 2021-22.

There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP, Statutory Auditors, in their report for the financial year ended March 31,2021.

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 31,2021 is enclosed as Annexure IV to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

V. 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, out of which key recognitions are given below:

1. Wipro was included in the Dow Jones Sustainability Index (DJSI) - World and Emerging Markets for the 11th time in succession.

2. Wipro has been recognized as one of the Worlds Most Ethical Companies for the 10th successive year by the Ethisphere Institute.

3. Wipro has received the award for "Leadership" category in corporate governance practices for the 4th consecutive year under corporate governance scorecard developed by BSE Limited (BSE), International Finance Corporation (IFC) and IiAS.

4. Wipro was positioned as a leader in Gartners Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services, Asia Pacific.

5. Wipro has won the Data Estate Modernization 2020 Microsoft Partner of the Year Award.

6. Wipro was recognized as leader in Everest Group PEAK Matrix™ for Healthcare Payer Operations Service Providers 2020.

7. Wipro has won the ‘Oracle UK & Ireland Partner of the Year 2020 award in ‘Customer Experience category.

8. Wipro has won the Application Innovation 2020 Microsoft Partner of the Year Award for demonstrating excellence in innovation and implementation of customer solutions based on Microsoft technology.

9. Wipro was positioned as a Leader and Star Performer in Everest Group PEAK Matrix for Open Banking IT Service Providers 2020.

10. Wipro was positioned as a Leader in Everest Groups BFS Risk and Compliance IT Services PEAK Matrix Assessment 2020.

11. Wipro was positioned as a Leader in Gartners Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services, North America.

12. Wipro has been positioned as a ‘Leader in Gartners 2020 Magic Quadrant for Public Cloud Infrastructure Professional and Managed Services, Worldwide.

Further details of awards and accolades won by your Company are provided at page no. 17 of this Annual Report.

VI. SOCIAL RESPONSIBILITY AND SUSTAINABILITY Corporate Social Responsibility

Your Company is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. Your Company has been involved with social initiatives for more than a decade and half and engages in various activities in the field of education, healthcare and communities, ecology and environment, etc.

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.2,512 million towards CSR activities during the financial year 2020-21.

In April 2020, your Company committed Rs.1,000 million towards tackling the unprecedented health and humanitarian crisis arising from the COVID-19 pandemic outbreak and out of that an amount of Rs.868 million was spent. Your Companys Covid response involved working closely with around 100 non-government organizations (NGOs) who were engaged directly on the ground in supporting affected communities. In the early stages of the pandemic (March-June), your Companys response was focused on humanitarian relief in cities that were severely affected and where it has significant operational presence-Bengaluru, Chennai, NCR, Mumbai, Kolkata and Hyderabad. In parallel, your Company along with Azim Premji Foundation developed and implemented a strategic response to the COVID-19 healthcare challenge that extended for most of the year. The response addressed in-depth the entire spectrum of issues from awareness creation to testing, isolation and hospital care.

There were three innovative projects your Company conceptualized and executed directly. These were: (i) the preparation and distribution of nearly 3 million cooked meals to more than 2.5 lakh people from the Wipro canteens in Bengaluru, Pune and Kolkata, (ii) Converting its Pune IT facility to a fully equipped and staffed 450 bed Covid hospital. The hospital has established a solid reputation with the surrounding communities and has seen nearly 5,500 admissions till date and (iii) Designing and running a digital platform for doctors and healthcare experts to exchange and collaborate on emerging good practices in Covid care- the Global Coalition for COVID-19 Medical Care (GCCMC). The platform has been very active with a number of webinars and interactive sessions organized on COVID-19 control and vaccination.

Along with the integrated Covid response, your Company also continued to focus and support its regular programs in Education, Urban Ecology, Primary Health Care and Disaster Response. Your Companys partner network comprising nearly 200 committed organizations from across the country adapted very well to the changing dynamics on the ground and ensured continuity of work through a hybrid model that combined online intervention with some field work.

The contents of the CSR policy and revised format of CSR Report notified in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22, 2021, is attached as Annexure V to this report. CSR policy is also available on the Companys website at https://www.wipro.com/content/dam/nexus/en/ investor/corporate-governance/policies-and-guidelines/ ethical-guidelines/1 2773-policy-on-corporate-social- responsibilitv.pdf.

The terms of reference of CSR committee, framed in accordance with Section 135 of the Companies Act, 2013, forms part of Board Governance, Nomination and Compensation Committee.

The Committee consists of three Independent Directors, Mr. William Arthur Owens, Mr. M. K. Sharma and Mrs. lreena Vittal, as its members. Mr. William Arthur Owens is the Chairman of the Committee.

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.

VII. DISCLOSURES

Foreign Exchange Earnings and Outgoings

During the year 2020-21, your Companys foreign exchange earnings were Rs.463,447 million and foreign exchange outgoings were Rs.213,295 million as against Rs.460,794 million of foreign exchange earnings and Rs.229,491 million of foreign exchange outgoings for the financial year 2019-20.

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 at March 31,2021 on its website at https:// www.wipro.com/content/dam/nexus/en/investor/annual- reports/2020-2021/draft-annual-return-2020-21 .pdf. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

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 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.

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
June 9,2021 Chairman