Wipro Ltd Directors Report.

On behalf of the Board of Directors (the Board) of the Company, it gives me immense pleasure to present the 74th Boards Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2020.

I. Financial Performance

The standalone and consolidated financial statements for the financial year ended March 31, 2020, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

On a consolidated basis, our sales increased to Rs. 610,232 million for the current year as against Rs. 585,845 million in the previous year, recording an increase of 4.16%. Our net profits increased to Rs. 97,718 million for the current year as against  Rs. 90,179 million in the previous year, recording an increase of 8.36%.

On a standalone basis, our sales increased to Rs. 503,877 million for the current year as against Rs. 480,298 million in the previous year, recording an increase of 4.91%. Our net profits increased to Rs. 86,807 million in the current year as against  Rs. 76,140 million in the previous year, recording an increase of 14.01%.

Key highlights of financial performance of your Company for the financial year 2019-20 are provided below:

Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Sales 503,877 480,298 610,232 585,845
Other Operating Income 193 940 1,144 4,344
Other Income 24,766 25,686 27,250 26,138
Profit before Tax 110,077 98,705 122,519 115,422
Provision for Tax 23,270 22,565 24,801 25,243
Net profit for the year 86,807 76,140 97,718 90,179
Other comprehensive (loss)/income for the year (4,284) 1,246 4,257 800
Total comprehensive income for the year 82,523 77,386 101,975 90,979
Total comprehensive income for the period attributable to:
Minority Interest - - 653 251
Equity holders 82,523 77,386 101,322 90,728
Appropriations
Dividend 5,713 4,524 5,689 4,504
Corporate tax on dividend distribution 1,174 930 1,174 930
EPS *
- Basic 14.88 12.67 16.67 14.99
- Diluted 14.84 12.64 16.63 14.95

 

* In FY 2019-20, EPS growth is higher than Net profit growth largely on account of reduction in number of equity shares due to buyback.

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 policy is available on the Companys website at https://www.wipro.com/investors/corporate-governance.

Pursuant to the approval of the Board on January 14, 2020, 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 27, 2020, being the record date fixed for this purpose. The Board did not recommend a final dividend and the interim dividend of  Rs. 1/- per equity share declared by the Board in January 2020 was considered as the final dividend for the financial year 2019-20. Thus, the total dividend for the financial year 2019-20 remains Rs. 1/- per equity share.

Your Company is in compliance with its Dividend Distribution policy as approved by the Board.

Buyback of Equity Shares

Pursuant to the approval of the Board on April 16, 2019 and approval of shareholders through special resolution dated June 1, 2019 passed through postal ballot/e-voting, your Company concluded the buyback of 323,076,923 equity shares of face value of Rs. 2/- each at a price of Rs. 325/- per equity share, for an aggregate amount of Rs. 105,000 million, in September 2019. The buyback was made from all existing shareholders of the Company as on June 21, 2019, 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 (Buy-Back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder.

Transfer to Reserves

Appropriations to general reserve for the financial year ended March 31, 2020 as per standalone and consolidated financial statements are as follows:

( Rs. in millions)
Standalone Consolidated
Net profit for the year 86,807 97,223*
Balance of Reserve at the
481,852 552,158
beginning of the year
Adjustment on adoption of
(414) (872)
Ind AS 116
Transfer to General Reserve - -
Balance of Reserve at the end of
453,110 541,790
the year

* excluding non-controlling interest

For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2020, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements on page nos. 150 to 151 and 216 to 217 of this Annual Report respectively.

Share Capital

During the financial year 2019-20, the Company allotted 2,498,925 equity shares consequent to exercise of employee stock options. Your Company also extinguished 323,076,923 equity shares consequent to buyback in September 2019 and reduced the paid-up equity share capital by Rs. 646 million. Consequently, the paid-up equity share capital of the Company as at March 31, 2020 stood at  Rs. 11,426,714,780/- consisting of 5,713,357,390 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. 275 to 278 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 fund requirements, through equity, loans, guarantees and other means to meet working capital requirements.

During the financial year 2019-20, your Company has carried out restructuring of its following subsidiaries: a) Dissolution of Wipro Retail UK Limited and Liquidation of Appirio GmbH b) Merger of Frontworx Informationstechnologie GmbH with and into Cellent GmbH c) Merger of Digital Aps with and into Designit A/s

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 information technology services firm, with employees across 55 countries and serving enterprise clients across various industries. Your Company provides its clients with competitive advantages by applying various emerging technologies and ensuring cyber resilience and cyber assurance. Your Company works with its clients not only to enable their digital future, but also to drive hyper efficiencies across their technology infrastructure, applications and core operations, enabling them to achieve cost leadership in their businesses.

Your Companys IT Services business 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 continues to focus on being a system integrator of choice where it provides IT products as a complement to its IT services offerings rather than sell standalone IT products.

Your Companys ISRE segment consists of IT Services offerings to organizations owned or controlled by the Government of India and/or any Indian State Governments. Your Companys ISRE strategy focuses on consulting and digital engagements, and it is selective in bidding for SI projects with long gestational periods.

The COVID-19 pandemic has savaged human lives and livelihood, presenting a magnitude of crisis that the modern global society has not confronted. This will have a lasting impact on the business environment which will cause acceleration in adoption of technology, disruption in global supply chains and several other changes to the global order. Your Companys customers will evaluate whether their technology stack & business processes provide them the necessary agility, adaptability and resilience. Need for social distancing and strenuous health protocols will be central to any operating model and will be a key factor that will expedite the adoption of automation, autonomous and low or no human touch or contactless ways of working. Your Company sees a surge in demand in the near term for enterprise efficiency offerings such as cloud, virtual workplace, robotic process automation and cyber security services.

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. 26 onwards.

Outlook

Global IT service providers offer a range of end-to-end software development, digital services, IT business solutions, researchanddevelopmentservices,technologyinfrastructure services, business process services, consulting and related support functions. According to the Strategic Review Report 2020 published by NASSCOM, IT export revenues from India grew by 8.1% to an estimated $147 billion in fiscal year 2020.

The markets your Company serves are undergoing a massive disruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues to evolve and the effects on such markets remain uncertain. The outlook going forward will depend, in addition to other factors, on how COVID-19 continues to affect the global economy.

Further information regarding the potential impact of COVID-19 and various steps taken by your Company are provided as part of the MD&A Report from page no. 26 onwards.

Acquisitions, Divestments and Investments

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.

In October 2019, your Company acquired US based International TechneGroup Incorporated (ITI) and its subsidiaries. ITI is a global digital engineering and manufacturing solutions company and a world leader in Computer Aided Design (CAD) and Product Lifecycle Management (PLM) interoperability software services.

In February 2020, your Company acquired Rational Interaction, Inc., and its subsidiaries, a full-service, technology enabled, strategic and creative digital customer experience (CX) company that executes multi-channel digital experiences for customer-centric brands.

In June 2019, your Company sold its remaining 11% equity holding in WAISL Limited (WAISL), which was a joint venture between Wipro Limited and Delhi International Airport Limited, to Antariksh Softtech Private Limited and has consequently exited the joint venture. Further, your Company also completed the divestment of Wipros Workday & Cornerstone OnDemand Business in Portugal, France and Sweden to Alight Solutions LLC and its group companies.

Wipro Ventures, the strategic investment arm of Wipro, announced a $150 mn Fund II in January 2020, making it a $250 million fund that invests in early to mid-stage enterprise software startups. As of March 31, 2020, Wipro Ventures has active investments in and partnered with 14 startups in the following areas - Artificial Intelligence, Business Commerce, Cybersecurity, Data Management, Industrial IoT, Fraud & Risk Mitigation, Cloud Infrastructure and Testing Automation. In addition to direct investments in emerging startups, Wipro Ventures has invested in five enterprise-focused venture funds: B Capital, TLV Partners, Work-Bench Ventures, Glilot Capital Partners and Boldstart Ventures. In April 2020, Wipro Ventures has divested its stake in Emailage Corporation and CloudGenix.

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. 26 onwards of this Annual Report.

The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to its 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. 336 to 342 of this Annual Report.

III. Go vernance 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. 115 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, 2020, the Board comprised 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 evaluation of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:

a) Mr. M. K. Sharma
b) Mrs. Ireena Vittal
c) Mr. William Arthur Owens
d) Dr. Patrick J. Ennis
e) Mr. Patrick A. Dupuis
f) Mrs. Arundhati Bhattacharya

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

For the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, there were no independent directors appointed during the year ended March 31, 2020. List of key skills, expertise and core competencies of the Board is provided at page no. 117 of this Annual Report.

Meetings of the Board

The Board meetings are normally held on a quarterly basis and scheduled over two days. The Board met five times during the financial year 2019-20 on April 15-16, 2019, June 6, 2019, July 16-17, 2019, October 14-15, 2019 and January 13-14, 2020. 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

The shareholders of the Company approved the appointment of Mrs. Arundhati Bhattacharya as an Independent Director of the Company for a term of 5 years from January 1, 2019 to December 31, 2023 vide resolution dated June 1, 2019 passed by way of postal ballot/e-voting.

At the 73rd Annual General Meeting (AGM) held on July 16, 2019, the shareholders of the Company approved the following:

1. Appointment of Mr. Azim H. Premji as a Non-Executive, Non-lndependent Director of the Company, for a period of five years with effect from July 31, 2019 to July 30, 2024, whose office shall be liable to retire by rotation.

2. Re-appointment of Mr. Rishad A. Premji as a Whole Time Director, designated as Chairman by the Board, for a period of five years with effect from July 31, 2019 to July 30, 2024, whose office shall not be liable to retire by rotation.

3. Designating and appointing Mr. Abidali Z. Neemuchwala as the Managing Director of the Company with effect from July 31, 2019 till the end of current tenure of his appointment i.e. January 31, 2021, in addition to his existing position as Chief Executive Officer of the Company, and whose office shall be liable to retire by rotation.

Dr. Ashok S. Ganguly and Mr. N. Vaghul, retired as Independent Directors from the Board of the Company with effect from July 31, 2019. Further, Mrs. Arundhati Bhattacharya will step down as an Independent Director from the Board of the Company with effect from close of business hours on June 30, 2020. The Board places on record the immense contributions made by Dr. Ashok S. Ganguly, Mr. N. Vaghul and Mrs. Arundhati Bhattacharya to the growth of your Company over the years.

On January 31, 2020, the Company announced that Mr. Abidali Z. Neemuchwala, Chief Executive Officer and Managing Director, has decided to step down due to family commitments. The Board has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020. The Board places on record the immense contributions made by Mr. Abidali Z. Neemuchwala to the growth of your Company.

The Board has, at its meeting held on May 29, 2020, approved the appointment of:

1. Mr. Thierry Delaporte as the Chief Executive Officer and Managing Director of the Company with effect from July 6, 2020 for a period of five years, subject to the approval of the shareholders and the Central Government, as may be applicable.

2. Mr. Deepak M. Satwalekar as an Additional Director in the capacity of lndependent Director for a term of 5 years with effect from July 1, 2020, subject to approval of the shareholders of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Azim H. Premji will retire by rotation at the 74th AGM and being eligible, has offered himself for re-appointment. >

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

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. 122 to 125 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 2019-20 was discussed by the Board Governance, Nomination and Compensation Committee and the Board at their respective meetings held in April 2020. The Board has received highest ratings on Board communication and relationships, functioning of Board Committees and legal and financial duties. 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 include discussion on succession planning and updates to be provided on the recent trends on corporate governance scenario at a global level.

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 ht t p s : //w w w.w i p ro.c o m /c o n te n t /d a m /n exu s /e n / 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.

Risk Management

Your Company has put in place an Enterprise Risk Management(ERM)frameworkandadoptedanenterpriserisk 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. 36 to 38 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 Ombudsperson. Dedicated email address (ombuds.person@wipro.com) has been created to facilitate receipt of complaints and for ease of reporting. All employees and stakeholders can also register their concerns through web-based portal at https://www.wipro.com/investors/ corporate-governance/#WiprosOmbudsProcess. Following an investigation, 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.

During the financial year 2019-20, 1,347 complaints were received via the Ombuds process and 1,409 complaints were closed in FY 2020. All cases were investigated and actions taken as deemed appropriate. Based on self-disclosure data, 19% of these were reported anonymously. The top categories of complaints were people processes at 32% and workplace concerns and harassment at 34%. The majority of cases (82%) 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 & 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 2019-20:

No. of complaints filed 125
No. of complaints disposed* 98
No. of complaints pending 27

* In ad dition, 21 cases reported in 2018-19 were disposed the financial year 2019-20.

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/ investors/corporate-governance/.

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 Annual 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; during

(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) as required under Section 134(5)(f) of the Companies Act, 2013, and according to the information and explanations presented to us, based on the review done by the Audit, Risk and Compliance Committee and as recommended by it, we, the Board, hereby, state that 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/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.

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. 117366W/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, 2020.

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, 2020 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. K ey 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 10th time in succession.

2. Wipro has been named as 2020 Worlds Most Ethical Company for the 9th successive year by the Ethisphere Institute.

3. Wipro has received the award for Leadership category in corporate governance practices for 2nd consecutive year under corporate governance scorecard developed by BSE, International Finance Corporation (IFC) and IiAS.

4. Wipro was recognised as leader in Everest Group PEAK MatrixTM in 2019 and 2020 Healthcare payer digital services.

5. Wipro has won the 2019 SUSE Global System Integrator Partner of the Year award in two categories- Most Innovative Solution and Most Technical Certifications.

6. Wipro has been recognised by the Top Employers Institute as a Top Employer in Australia, for 2020.

7. Wipr o has been positioned as a Leader in ISG LensT: Network-Software Defined Solutions and Services Global 2019 quadrant report.

8. Wipro has been cited as a Leader and star performer in Everest Groups application and Digital Services in Capital Market- Services PEAK MatrixTM Assessment 2020.

9. Wipro has been recognized as the Best Global Systems Integrator by leading data platform company, Looker.

10. Wipro has been positioned as a Leading Player for the 10th consecutive year in the Zinnov Zones for Engineering R&D Services - 2019 study. Further details of awards and accolades won by your Company are provided at page no. 15 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. 1,818 million towards CSR activities during the financial year 2019-20. The contents of the CSR policy and CSR Report for the year 2019-20 is attached as Annexure V to this report. Contents of the CSR policy are also available on the Companys website at https://www.wipro.com/investors/ corporate-governance/.

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. At its meeting held on July 16, 2019, the Board approved changes to the composition of Board Governance, Nomination and Compensation Committee with effect from August 1, 2019.

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.

In addition to annual CSR spends, your Company has committed Rs. 100 crores towards tackling the unprecedented health and humanitarian crisis arising from the COVID-19 pandemic outbreak. This is intended to help in enabling the dedicated medical and service fraternity in the frontline of the battle against the pandemic and in mitigating its wide-ranging human impact, particularly on the most disadvantaged of our society.

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 financial year 2019-20, your Companys foreign exchange earnings were Rs. 460,794 million and foreign exchange outgoings were Rs. 229,491 million as against  Rs. 444,584 million of foreign exchange earnings and Rs. 230,362 million of foreign exchange outgoings for the financial year 2018-19.

Extract of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2020 in form MGT-9 is enclosed as Annexure VI to this report. Additionally, the Company has also placed a copy of annual return of the financial year 2018-19 on its website at https://www.wipro.com/investors/annual-reports/.

Material Changes and Commitments Affecting the Financial Position of the Company

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. 26 onwards.

Other Disclosures

a) Y our Company has not accepted any deposits from 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.

Acknowledgements and Appreciation

theYour 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 29, 2020 Chairman