It gives me immense pleasure to present the 79^th Board's
Report of Wipro Limited (the “Company”), on behalf of the
Board of Directors (the “Board”), along with the Balance
Sheet, Profit and Loss account and Cash Flow statements,
for the financial year ended March 31, 2025.

I. FINANCIAL PERFORMANCE

On a consolidated basis, your Company's sales
decreased to H 890,884 Million for the current year
as against H 897,603 Million in the previous year,
recording a decrease of 0.75%. Your Company's net

profit increased to H 132,180 Million for the current
year as against H 111,121 Million in the previous year,
recording an increase of 18.95%.

On a standalone basis, your Company's sales
increased to H 672,928 Million for the current year
as against H 667,924 Million in the previous year,
recording an increase of 0.75%. Your Company's net
profit increased to H 107,924 Million in the current
year as against H 91,186 Million in the previous year,
recording an increase of 18.36%.

Transfer to Reserves

Appropriation to Reserves for the financial year ended
March 31, 2025, as per standalone and consolidated
financial statements were:

* Excluding non-controlling interest

For complete details on movement in Reserves and
Surplus during the financial year ended March 31,
2025, please refer to the Statement of Changes in
Equity included in the Standalone and Consolidated
financial statements on page nos. 190 to 191 and 288
to 289 respectively of this Annual Report.

Share Capital

As on March 31, 2025, your Company's paid-up equity
share capital stood at H 20,944 Million consisting of
10,472,136,049 equity shares of H 2 each.

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

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

Subsidiaries, Associate and Joint venture

As on March 31, 2025, your Company had 147
subsidiaries, 1 associate and 1 joint venture. In
accordance with Section 129(3) of the Companies
Act, 2013, a statement containing salient features of
the financial statements of the subsidiary companies

in Form AOC-1 is provided at page nos. 382 to 387
of this Annual Report. The statement also provides
subsidiaries incorporated during the financial year,
details of performance and financial position of each
of the subsidiaries, associate and joint venture. There
has been no material change in the nature of business
of subsidiaries.

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

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

In terms of the Company's Policy on determining
material subsidiary, during the financial year ended
March 31, 2025, Wipro, LLC was determined as a
material subsidiary whose turnover and net worth
exceeds 10% of the consolidated turnover and net
worth of the Company in the immediately preceding
financial year.

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

Particulars of Loans, Guarantees and
Investments

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

II. BUSINESS AND OPERATIONS

Celebrating over 75 years of innovation, Wipro is a
purpose-driven, AI-based technology and consulting
Company employing over 230,000 experts across
six continents helping customers, colleagues, and
communities thrive in an ever-changing world.

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

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

We believe AI is a transformative force that will
augment human capabilities and pave the way
towards new AI-first business models, improve
business productivity and enhance operational
efficiency. Our ai360 strategy is focused on three
dimensions: operate better by leveraging AI in all
the internal functions, deliver better with AI-infused
managed services for our clients, and change the
game by reimagining business with AI-powered
industry and cross-industry solutions.

Our IT Services segment provides a range of AI-
powered IT and IT-enabled services including
digital strategy advisory, customer-centric design,
custom application design, development, re¬
engineering, maintenance, systems integration,
package implementation, infrastructure services,
cybersecurity services, data and analytics services,
business process services, research and development,
and hardware and software design.

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

Business Strategy

Our vision is to be a trusted partner for our clients,
guiding them through their transformation journey

with a consulting-led and AI-powered approach,
and empowering them to become leaders in
their industries.

We have defined five strategic priorities to accelerate
growth in the IT Services segment: (1) building large
accounts in profitable markets, prioritized sectors;

(2) sourcing, shaping and winning large deals;

(3) differentiating with industry and cross-industry
solutions; (4) building talent at scale; and (5) five pillars
of client centricity. Our growth will be supported by our
focus on AI and M&A.

Further information on your Company's IT services
and products offerings, industry and business
overview are presented as part of the Management
Discussion and Analysis Report (“MD & A Report”)
from page no. 32 onwards.

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

The business environment showcased resilience
amidst the economic uncertainties in the financial
year ended March 31, 2025. Despite a decline in global
inflation, services inflation remained persistent,
putting pressure on monetary policy normalization.
Growth in advanced economies remained modest
while developing economies experienced slightly
higher growth rates, driven by declining inflation and
increasing capital flows. Supply chains continued
to face disruptions from geopolitical tensions.
Enterprises adopted a cautiously optimistic outlook
by investing in technologies to stay resilient and
mitigate risks.

The recent tariff announcements have resulted in
heightened uncertainty and has impacted the demand
environment in certain sectors. Considering this, we
expect the clients to take a more measured approach
on their IT spends and continue to focus on cost
optimization, which should result in more cost-take
out and vendor consolidation deals. The underlying
demand for technology re-invention though remains
strong, and we do believe the current situation will
gradually stabilize as more clarity emerges.

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

Outlook

According to the Strategic Review 2025, published
by NASSCOM (the "NASSCOM Report"), revenue for
the Indian IT services sector is expected to witness
growth of 4.3% year-over-year, reaching U.S.$ 137.1
billion in fiscal year 2025. The growth is led by AI
advancements, cloud-native development and
intensified cybersecurity needs. We expect AI to be
a key priority for Indian IT services organizations as
enterprises look towards Al-powered solutions to
address their key priorities and challenges. Infusion of
AI in software development, contact centers, customer
experience use-cases, knowledge management, and
industry-specific use cases will see an uptick. We also
expect the setup, expansion, and transformation of
the Global Capability Centers (“GCC”) in India to be a
significant opportunity for Indian IT services sector.

The NASSCOM Report estimates Engineering and
R&D (“ER&D”) services to grow by 7% year-on-year
in fiscal year 2025. This growth is driven by the focus
on innovation, emphasis on regional manufacturing
and the concentration on digital engineering with
increased adoption of AI and Gen AI. In calendar
year 2024, ER&D services sector witnessed an
approximately 47% of volume share in large deals,
led by the telecom, automotive, hi-tech and BFSI
sectors. Automobile Engineering and Digital Engineering
appeared as key themes showing a rise of approximately
three times and two times year-over-year.

Global IT services spending will be driven by vendor
consolidation and cost takeout initiatives. Data and
cloud spending will continue to remain strong, while
core AI spending is expected to increase with more
defined use cases. The top five digital priorities are
anticipated to be AI and Machine learning (including
GenAI), cybersecurity, cloud and edge, big data and
analytics, and robotics and automation, accounting
for 60%-80% of the total digital spend. We expect that
increased interest in taking AI and GenAI solutions
to production from proofs of concept will accelerate
enterprise investments in AI use-cases, digital and
cloud transformation, and data modernization as a
foundation to realize the benefits of AI, resulting in
significant opportunities for the IT services industry.

Global IT service providers are equipped to support
enterprises across industries with a wide range of
consulting services, business process services,

technology services across AI and GenAI-based
offerings, digital transformation, cloud, application
development, maintenance and support, data
and analytics, cybersecurity and engineering and
R&D. We expect the IT services industry to play a
pivotal role in helping enterprises across key areas
such as AI and GenAI experimentation and scaled
adoption, cost optimization, operational excellence,
digital transformation, security advisory and
managed services, vendor consolidation, customer
experience, innovation in products and services and
talent strategies.

Management Discussion and Analysis
Report

In terms of Regulation 34(2)(e) of the Listing
Regulations and SEBI circular no. SEBI/HO/CFD/CMD/
CIR/P/ 2017/10 dated February 6, 2017, your Company
has adopted salient features of Integrated Reporting
prescribed by the International Integrated Reporting
Council (“IIRC”) as part of its MD & A Report. The MD
& A report, capturing your Company's performance,
industry trends and other material changes with
respect to your Company and its subsidiaries,
wherever applicable, are presented from page no. 32
onwards of this Annual Report.

The MD & A Report provides a consolidated
perspective of economic, social and environmental
aspects material to your Company's strategy and
its ability to create and sustain value to its key
stakeholders and includes aspects of reporting
as required by Regulation 34 of the Listing
Regulations on Business Responsibility and
Sustainability Report.

Business Responsibility and Sustainability
Report

Pursuant to Regulation 34(2)(f) of the Listing
Regulations and relevant circulars issued from
time to time, your Company provides the prescribed
disclosures in new reporting requirements on
Environmental, Social and Governance (“ESG”)
parameters called the Business Responsibility
and Sustainability Report (“BRSR”) which includes
performance against the nine principles of the
National Guidelines on Responsible Business Conduct
and the report under each principle which is divided
into essential and leadership indicators. The BRSR is
provided from page no. 480 onwards.

Further, SEBI vide its circular no. SEBI/HO/CFD/
CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, as
amended from time to time, updated the format of
BRSR to incorporate BRSR core, a subset of BRSR,
indicating specific Key Performance Indicators
(“KPIs”) under nine ESG attributes, which are
subject to mandatory reasonable assurance by an
independent assurance provider. In accordance with
this requirement, your Company has appointed Deloitte
Haskins & Sells LLP as the assurance provider.

III. MATERIAL EVENTS DURING THE YEAR
Dividend

Pursuant to Regulation 43A of the Listing Regulations,
the Board has approved and adopted a Dividend
Distribution Policy. The policy details various
considerations based on which the Board may
recommend or declare Dividend, Company's dividend
track record, usage of retained earnings for corporate
actions, etc. The Capital Allocation and Dividend
Distribution Policy is available on the Company's
website at https://www.wipro.com/content/dam/
nexus/en/investor/corporate-governance/policies-
and-guidelines/ethical-guidelines/capital-allocation-
and-dividend-distribution-policy.pdf.

Pursuant to the approval of the Board on January 17,
2025, your Company declared an interim dividend
of H 6 per equity share of face value of H 2 each, to
shareholders whose names were appearing in the
register of members as on January 28, 2025, being the
record date fixed for this purpose, after deduction of
applicable taxes. The dividend was paid on February
10, 2025 and the total net cash outflow was of H 56,556
Million, resulting in a dividend payout of 52.40% of the
standalone profit of the Company.

The interim dividend of H 6 per equity share declared
by the Board on January 17, 2025, shall be the final
dividend for the financial year 2024-25.

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

Bonus Issue

On October 17, 2024, the Board recommended a
proposal for issue of Bonus equity shares in the
proportion of 1:1, that is 1 (One) bonus equity share of
H 2 each for every 1 (One) fu lly paid-u p equity share held
(including ADS holders) as on December 3, 2024, being

the record date, subject to approval of the shareholders
of the Company. The said bonus issue was approved
by the shareholders of the Company vide resolution
dated November 21, 2024 passed through postal
ballot by remote e-voting. Subsequently, on December
4, 2024, the Company allotted 5,232,094,402 bonus
shares to the shareholders who held equity shares as
on the record date.

Acquisitions, Divestments, Investments
and Mergers

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

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

Details of the transactions completed by your
Company during the financial year ended March 31,
2025 are listed below:

1. Acquisitions:

a) In December 2024, Wipro IT Services,
LLC and Wipro Information Technology
Netherlands BV., acquired 100% shareholding
in Applied Value Technologies, Inc. and
Applied Value Technologies B.V., respectively.

b) In January 2025, Wipro Networks Pte
Limited acquired 100% shareholding in
Applied Value Technologies Pte Limited.

2. Restructuring and Scheme of Arrangement:

a) In July 2024, Designit North America, Inc.
merged with Wipro Designit Services, Inc.

b) In July 2024, Wipro Holdings (UK) Limited
transferred 100% shareholding in Wipro
Financial Outsourcing Services Limited to
Wipro IT Services UK Societas.

c) In March 2025, Princess Nourahh Bint
Abdulrahman University's Endowment

Company, a Joint Venture Partner in
Women's Business Park Technologies
Limited, transferred its equity interest of
45% in the entity to Wipro Arabia Limited.
Consequently, Women's Business Park
Technologies Limited became a wholly-
owned subsidiary of Wipro Arabia Limited.

d) In March 2025, Attune Netherlands B.V.
transferred 100% shareholding in Rizing
Consulting USA, Inc. to Rizing LLC.

e) In the financial year 2023-24, your
Company's Board of Directors had
approved a scheme of amalgamation,
pursuant to Sections 230 to 232 and other
relevant provisions of the Companies
Act, 2013, for merger of the following
wholly-owned subsidiaries with and into
Wipro Limited, subject to approval of
regulatory authorities:

i. Wipro HR Services India Private Limited

ii. W ipro Overseas IT Services Private Limited

iii. Wipro Technology Product Services
Private Limited (formerly known as
Encore Theme Technologies Private
Limited)

iv. Wipro Trademarks Holding Limited

v. Wipro VLSI Design Services India
Private Limited

As on the date of this Report, your Company is
awaiting the approval from the Hon'ble National
Company Law Tribunal on the proposed merger.

3. Incorporation:

a) Wipro Inc. was incorporated in September
2024 as a wholly-owned subsidiary.

b) Wipro Life Science Solutions, LLC was
incorporated in October 2024 as a
step-down subsidiary.

c) Capco Consulting Middle East FZE was
incorporated in December 2024 as a
step-down subsidiary.

4. De-registration/Liquidation:

During the financial year 2024-25, 11 subsidiaries
of your Company i.e., Synchrony Global
SDN. BHD., Attune Australia Pty Ltd, Rizing
Management LLC, Capco Consulting Services
(Guangzhou) Company Limited, Cloudsocius
DMCC, Atom Solutions, LLC, The Capital Markets
Company B.V., Wipro Holdings Investment
Korlatolt Felelossegu Tarsasag, Capco (UK) 1,
Limited, Designit Sweden AB and Crowdsprint
Pty Ltd, were de-registered.

5. Strategic Investments:

Wipro Ventures, the strategic investment arm
of Wipro, has continued to invest in early to
mid-stage enterprise software companies. These
include startups that leverage AI/ GenAI to help
enterprises build smarter business applications
as well as improve their cybersecurity posture.
During the year, Wipro announced an additional
commitment of $200 Million towards Wipro
Ventures Fund III, which brings the total
commitment to $500 Million since Wipro
Ventures' inception in 2015.

As of March 31,2025, Wipro Ventures has invested
in 38 companies, out of which 13 have exited
through successful Mergers & Acquisitions
(“M&A”) transactions. In addition to direct equity
investments, Wipro Ventures has invested in 10
early-stage, enterprise-focused venture funds
in India, the US, and Israel including B Capital,
BoldStart Ventures, Glilot Capital Partners,
GTM Fund, Nexus Venture Partners, Pi Ventures,
Sorenson Ventures, SYN Ventures, TLV Partners
and Work-Bench Ventures.

IV. GOVERNANCE AND ETHICS
Corporate Governance

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

As per Regulation 34 of the Listing Regulations,
a separate section on corporate governance practices
followed by your Company, together with a certificate
from V. Sreedharan & Associates, Practicing Company
Secretaries, on compliance with corporate governance
norms under the Listing Regulations, is provided at
page no. 147 onwards.

Board of Directors

Board’s Composition and Independence

Your Company's Board consists of global leaders
and visionaries who provide strategic direction and
guidance to the organization. As on March 31, 2025,
the Board is 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, New
York Stock Exchange (“NYSE”) Listed Company
Manual and Section 149(6) of the Companies Act, 2013.
The Company has received necessary declarations
under Section 149(7) of the Companies Act, 2013
and Regulation 25(8) of the Listing Regulations, from
the Independent Directors stating that they meet
the prescribed criteria for independence. The Board,
after undertaking assessment and on examination of
the relationships disclosed, considered the following
Non-Executive Directors as Independent Directors:

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

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

3. Mr. Patrick Dupuis (DIN: 07480046)

4. Ms. Tulsi Naidu (DIN: 03017471)

5. Ms. Paivi Rekonen (DIN: 09669696)

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

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

In the opinion of the Board, all our Directors possess
requisite qualifications, experience, expertise and
hold high standards of integrity. List of key skills,
expertise, and core competencies of the Board is
provided at page no. 150 of this Annual Report.

Meetings of the Board

The Board met seven times during the financial year
2024-25 on April 6, 2024, April 18-19, 2024, May 22,
2024, July 18-19, 2024, October 16-17, 2024, January
16-17, 2025 and February 26, 2025. 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
Resignation

Effective close of business hours on April 6, 2024,
Mr. Thierry Delaporte (DIN: 08107242) resigned as the
Chief Executive Officer and Managing Director of the
Company. He was relieved from the employment of the
Company with effect from the close of business hours
on May 31, 2024.

Appointment / Re-appointment

Pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board of Directors,
at its meeting held on April 6, 2024, approved the
appointment of Mr. Srinivas Pallia (DIN: 10574442) as
the Chief Executive Officer and Managing Director
of the Company for a period of 5 years with effect
from April 7, 2024 to April 6, 2029, subject to the
approval of the Company's shareholders and the
Central Government as may be applicable. The said
appointment was approved by the shareholders of
the Company vide ordinary resolution dated May
29, 2024, passed through postal ballot by remote
e-voting and by the Central Government vide its letter
dated November 4, 2024.

Pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board, at its
meeting held over April 18-19, 2024, approved
the re-appointment of Mr. Rishad A. Premji
(DIN: 02983899) as Whole-Time Director designated
as Executive Chairman for a further period of 5 years
with effect from July 31, 2024 to July 30, 2029 and
re-appointment of Mr. Azim H. Premji (DIN: 00234280)
as Non-Executive, Non-Independent Director for
a further period of 5 years with effect from July
31, 2024 to July 30, 2029, subject to the approval
of the shareholders of the Company. The said
re-appointments were approved by the shareholders
of the Company at the Annual General Meeting held
on July 18, 2024.

Pursuant to the recommendation of the Nomination
and Remuneration Committee, the Board, at its
meeting held on February 26, 2025, approved
the re-appointment of Mr. Deepak M. Satwalekar
(DIN: 00009627) as an Independent Director for a
second term of 5 years with effect from July 1, 2025
to June 30, 2030, subject to the approval of the
shareholders of the Company. The said appointment
was approved by the shareholders of the Company
vide special resolution dated March 30, 2025, passed
through postal ballot by remote e-voting.

Retirement by Rotation

Pursuant to the provisions of Section 152(6) of the
Companies Act, 2013 and the Articles of Association
of the Company, Mr. Srinivas Pallia (DIN: 10574442) will
retire by rotation at the 79^th Annual General Meeting
(“AGM”) and being eligible, has offered himself for
re-appointment.

Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and
203 of the Companies Act, 2013, Mr. Srinivas Pallia,
Chief Executive Officer and Managing Director,
Ms. Aparna C. Iyer, Chief Financial Officer (“CFO”) and
Mr. M. Sanaulla Khan, Company Secretary are the Key
Managerial Personnel (“KMP”) of the Company as on
March 31, 2025.

Committees of the Board

Your Company's Board has the following committees:

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

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

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

Details of terms of reference of the Committees,
Committee membership changes, and attendance of
Directors at meetings of the Committees are provided
in the Corporate Governance report from page nos.
155 to 158 of this Annual Report.

Board Evaluation

In accordance with the Company's Corporate
Governance Guidelines, an Annual Performance
Evaluation was conducted to enhance the
effectiveness of the Board and its Committees
for the FY 2024-25. This evaluation was led by the
Chairman of the Nomination and Remuneration
Committee & the Lead Independent Director, and was
done in partnership with an external independent
advisory firm.

The evaluation framework adhered to the Companies
Act, 2013, Listing Regulations, and SEBI's Guidance
Note on Board Evaluation issued in January 2017.
It encompassed a comprehensive assessment of
the Board, its Committees and peer evaluations of
all Directors.

Key evaluation criteria, among others, included Board
structure and composition, Board meetings and
information flow, Board culture and relationships,
talent management, succession planning, strategic
planning and Committee functioning.

Committees were evaluated based on their
contribution, meeting frequency and their
effectiveness. Directors were assessed on their
participation, contribution, and expertise in guiding
management on strategy, governance, and risk.

The Nomination and Remuneration Committee
and the Board reviewed the evaluation outcomes
in April 2025, noting high ratings in areas such as
Board culture, relationships & dynamics, meetings,
information flow, and compliance. This reflects
a strong commitment to integrity and fulfilling
legal and financial responsibilities. The Board also
acknowledged the actions taken to enhance its
effectiveness based on prior feedback.

Moving forward, the Board will continue its
discussions on topics of performance and strategic
growth while maintaining its robust focus on
compliance and governance. The Nomination and
Remuneration Committee will continue to proactively
inform the Board about leadership changes, talent
pipelines and appointment of new Board members.
This approach will ensure that the Board remains
aligned with your Company's strategic objectives and
responsive to evolving market dynamics, ultimately

driving sustainable growth and innovation for the
Company and its shareholders.

Policy on Director’s Appointment and
Remuneration

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

Pursuant to Section 134(3) of the Companies Act,
2013, the Nomination and Remuneration policy of the
Company which lays down the criteria for determining
qualifications, competencies, positive attributes
and independence for appointment of Directors and
policies of the Company relating to remuneration
of Directors, KMP and other employees is available
on the Company's website at https://www.wipro.
com/content/dam/nexus/en/investor/corporate-
governance/policies-and-guidelines/ethical-
guidelines/wipro-limited-remuneration-policy.pdf.
There has been no change in the policy during the year.

We affirm that the remuneration paid to Directors,
KMP, Senior Management Personnel and other
employees is in accordance with the remuneration
policy of the Company.

Policy on Board Diversity

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

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

ethical-guidelines/policy-on-appointment-of-

directors-and-board-diversity.pdf.

Risk Management

Your Company has implemented an Enterprise Risk
Management (“ERM”) framework based on globally
recognized standards and industry best practices.
The ERM framework is administered by the Audit,
Risk and Compliance Committee. The ERM framework
enables business by promoting a risk resilient culture,
proactive management of emerging risks and is
supported by technology. The framework governs
all categories of risks, the effectiveness of controls
that have been implemented to prevent risks and
continuous improvement of systems and processes to
proactively identify and mitigate such risks. Gartner,
an independent analyst firm, has stated that “Wipro
has a strong focus on risk management, driven by its
office of the Chief Risk & Assurance Officer. They have
a comprehensive risk assessment model that provides
a 360-degree view of risks”. For more details on the
Company's Risk management framework, please refer
to page nos. 100 to 108 of this Annual Report.

Cyber Security

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

Your Company assesses and governs the
cybersecurity program using selected industry
best practices and frameworks from the
International Organization for Standardization
(“ISO”) and the National Institute of Standards and
Technology (“NIST”).

With the rise of connected devices, the transition
to cloud services, the adoption of AI, Generative AI
and other emerging technologies, and other factors,

the impact of threats continue to grow. As the
threat landscape is evolving and increasing beyond
the enterprise and there may be vulnerabilities
in opensource software incorporated into your
Company's offerings that may make the offerings
susceptible to cyberattacks.

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

The cyber event(s) may lead to monetary loss,
disclosure of data, breach of privacy or security
impacting reputation, trust, revenue, through
legal, regulatory, and contractual obligations. Such
event(s) may directly impact your Company and its
relationships with its clients and partners. To help
protect your Company from any major cybersecurity
incident that could have a material impact on its
operations or financial results, your Company
has implemented controls, including technology
investments that focus on cybersecurity incident
prevention, identification, mitigation, containment,
and recovery.

Employee training and awareness are crucial
components of your Company's cybersecurity efforts.
Comprehensive training programs and simulations
have been implemented to cultivate a security
first mindset across the organization to empower
informed, risk aware decision making at all levels
across the organization.

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

cybersecurity risks. In addition, your Company's Board
of Directors receives report, regarding cybersecurity
program on need basis.

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, as amended from time to time.
This Code, inter alia, lays down the procedures to be
followed by designated persons while trading/ dealing
in Company's shares and sharing Unpublished Price
Sensitive Information (“UPSI”). The Code covers
the Company's obligation to maintain a structured
digital database, mechanism for prevention of insider
trading and handling of UPSI, and the process to
familiarize with the sensitivity of UPSI. Further, it also
includes code for practices and procedures for fair
disclosure of unpublished price sensitive information
which has been made available on the Company's
website at https://www.wipro.com/content/dam/
nexus/en/investor/corporate-governance/policies-
and-guidelines/ethical-guidelines/12765-code-of-
practices-and-procedures-for-fair-disclosure-of-
upsi.pdf.

Vigil Mechanism

Your Company has adopted an Ombuds process as a
channel for receiving and redressing complaints from
employees, Directors and other individuals associated
with the Company, as per the provisions of Section
177(9) and (10) of the Companies Act, 2013, Regulation
22 of the Listing Regulations and Regulation 9A of
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 UPSI, and any conduct that results in violation
of the Company's code of business conduct, to the
management (on an anonymous basis, if employees
so desire). Further, your Company has prohibited
discrimination, retaliation, or harassment of any kind
against any employee who reports under the Vigil
Mechanism or participates in the investigation.

Awareness of policies is created by, inter alia, sending
group mailers highlighting actions taken by the Company
against the errant employees. Mechanism followed
under the Ombuds process has been displayed on
the Company's intranet and website at https://www.
wipro.com/content/dam/nexus/en/investor/corporate-
governance/policies-and-guidelines/wipros-ombuds-
process/ombuds-policy.pdf.

All complaints received through Ombuds process and
investigative findings are reviewed and approved by the
Chief Ethics Officer or designate. All employees and
stakeholders can also register their concerns either
by post/courier to the Company's registered office or
by sending an email to ombuds.person@wipro.com
or through web-based portal at https://www.wipro.
com/investors/corporate-governance/policies-and-
guidelines/#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 such investigation. In case
the complainant is non-responsive or fails to provide
requisite data necessary to initiate the investigation
for more than 15 days, the concern may be closed
without further action.

The table below provides details of complaints
received/disposed during the financial year 2024-25:

All cases were investigated, and actions taken as
deemed appropriate. Based on self-disclosure data,
18% of these cases were reported anonymously.

The top categories of complaints were relating to
inconsistent workplace conduct at 36%, followed
by internal policy non-adherence at 35% and other
impropriety at 7%. Commensurate actions as per
the disciplinary code of the Company were initiated
against such employees while in other cases it was
resolved through engagement of other internal
functions or mediation or closed without any action
since they were unsubstantiated.

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

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

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

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

The table below provides details of complaints
received/disposed during the financial year 2024-25:

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

The policy on prevention of sexual harassment has
been placed on the Company's website at https://
www.wipro.com/content/dam/nexus/en/investor/
corporate-governance/policies-and-guidelines/
ethical-guidelines/global-policy-on-prevention-of-
sexual-harassment.pdf.

Related Party Transactions

Your Company has historically adopted the practice
of undertaking related party transactions only in the
ordinary and normal course of business and at arm's
length as part of its philosophy of adhering to highest
ethical standards, transparency, and accountability.
In line with the provisions of the Companies Act,
2013 and the Listing Regulations, the Board has
approved a policy on related party transactions. The
policy on related party transactions has been placed
on the Company's website at https://www.wipro.
com/content/dam/nexus/en/investor/corporate-
governance/policies-and-guidelines/ethical-
guidelines/policy-for-related-party-transactions.pdf.

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

All contracts, arrangements and transactions entered
by the Company with related parties during financial
year 2024-25 were in the ordinary course of business
and on an arm's length basis. There were no contracts,
arrangements or transactions entered during financial
year 2024-25 that fall under the scope of Section
188(1) of the Companies Act, 2013. Accordingly,
the prescribed Form AOC-2 is not applicable to the
Company for the financial year 2024-25 and hence
does not form part of this report.

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

Pursuant to Regulation 23(9) of the Listing
Regulations, your Company has filed the reports on
related party transactions with the Stock Exchanges.

Directors’ Responsibility Statement

Your Directors hereby confirm that:

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

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

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

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

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

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

Wipro Employee Stock Option Plans/
Restricted Stock Unit Plans

Your Company has instituted various Employee Stock
Options Plans (“ESOPs”)/Restricted Stock Unit
(“RSUs”) Plans, including the ADS Restricted Stock
Unit Plan 2004 (“ADS Plan 2004”), Wipro Employee
Restricted Stock Unit Plan 2005 (“RSU Plan 2005”)
and Wipro Employee Restricted Stock Unit Plan 2007

(“RSU Plan 2007”) (collectively referred to as “RSU
Plans”) approved by the Members of the Company
on June 11, 2004, July 21, 2005 and July 18, 2007,
respectively, to attract, retain and motivate the best
available talents and to reward the employees for
their performance.

At its meeting held over April 18-19, 2024, the Board
approved the adoption of “Wipro Limited Employee
Stock Options, Performance Stock Unit and Restricted
Stock Unit Scheme 2024” (the “2024 Scheme”)
in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021, as amended
(“Employee Benefits Regulations”), subject to
approval of the shareholders of the Company and
other regulatory/ statutory approvals as may be
necessary. The said resolution was approved by
shareholders of the Company vide special resolution
at the Annual General Meeting held on July 18, 2024.
For the implementation of the 2024 Scheme, 400
Million stock units are earmarked for future grants to
eligible employees and shall continue to be in force
until the date on which all of the ESOPs, RSUs and
Performance Stock Units (“PSUs”) available for grant
under the plan have been granted and exercised or
have lapsed or have been cancelled by the Nomination
and Remuneration Committee.

The Nomination and Remuneration Committee
administers these plans. The stock option plans are in
compliance with the Employee Benefits Regulations.
In case of any corporate action(s) such as rights
issues, bonus issues, split/consolidation of shares,
change in capital structure, merger/demerger, the
outstanding employee stock options, performance
stock units and/or restricted stock units, granted/to
be granted, shall be suitably adjusted.

During the financial year 2024-25, your Company was
of the view that the ADS Plan 2004 had insufficient
number of RSUs available to meet the ongoing and
anticipated requirements owing to an increase in local
strategic hiring to support the Company's growing
overseas business operations. At the same time, the
RSU Plan 2005 and RSU Plan 2007 had significant
unutilized stock units reserved, that were not granted.
Considering the requirement and to efficiently utilize
the available stock units, the Board and Nomination
and Remuneration Committee, at its meeting held

operating effectively. Your Company has adopted
policies and procedures for ensuring the orderly and
efficient conduct of its business, including adherence
to the Company's policies, the safeguarding of its
assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the
accounting records, and the timely preparation of
reliable financial disclosures.

Statutory Audit

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

Deloitte Haskins & Sells LLP, Statutory Auditors,
have issued an unmodified opinion on the
financial statements of the Company. There are no
qualifications, reservations or adverse remarks made
by the Auditors, in their report for the financial year
ended March 31, 2025.

Pursuant to provisions of Section 143(12) of the
Companies Act, 2013, neither the Statutory Auditors
nor the Secretarial Auditors 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
Practicing Company Secretaries (Firm Registration
Number P1985KR14800), to conduct Secretarial Audit
of the Company. The Report of the Secretarial Audit
in Form MR-3 for the financial year ended March 31,
2025, is enclosed as Annexure III to this Report. There
are no qualifications, reservations or adverse remarks
made by the Secretarial Auditors in the report.

In line with the amended Regulation 24A of the Listing
Regulations, the Board has approved the appointment
of M/s. V. Sreedharan & Associates as the Secretarial
Auditors of the Company for a term of 5 consecutive
years with effect from FY 2025-26 to FY 2029-30,

subject to approval of the shareholders at the
79^th AGM.

VI. KEY AWARDS AND RECOGNITIONS

Your Company is one of the most admired and
recognized companies in the IT industry. Your
Company has won several awards and accolades,
details of which are provided at page nos. 20 to 23 of
this Annual Report.

VII. SOCIAL RESPONSIBILITY AND
SUSTAINABILITY

Corporate Social Responsibility

Our vision of being a responsible corporation is
based on a bedrock of values, mindsets, and habits.
Collectively, these manifest as the Spirit of Wipro, the
five habits and leadership mindsets. Your Company's
framework of a responsible business is derived
from an approach of boundaryless engagement
with customers, employees, investors, suppliers,
and communities, with the focus always on critical
issues that lie at the intersection of society, markets
and policy. This approach makes it imperative to
engage on key social and ecological challenges in
a deep, meaningful manner that emphasizes real,
lasting change.

Your Company chooses to work on societal concerns
that are foundational enablers of well-being and a
life of dignity for the most vulnerable. Some of the
key highlights for the financial year 2024-25 are
articulated below:

a. Your Company continues to strengthen its
climate actions and is well positioned on its Net
Zero goals with a nearly 84% renewable energy
footprint in its operations and a concomitant
reduction in its greenhouse gas footprint across
Scopes 1, 2 and 3.

b. Your Company's commitment to Diversity, Equity
and Inclusion spans the entire spectrum from the
workplace to its supply chain and to communities.
In the underserved communities we work, an
additional 310,000 women in reproductive age
groups were beneficiaries of the gender and
maternal care programs during the year, taking
the cumulative total to 700,000 over the last
5 years.

c. Your Company's community initiatives are
spread across 19 countries. During the year,
your Company supported nearly 225 projects
in the domains of Education, Primary Health
Care, Digital Skilling and Urban Ecology with an
effective outreach and impact on nearly 4 Million
people, a significant proportion of which was
from vulnerable populations.

d. Your Company's work in education starts with
early child education and engages with critical
determinants of improvement in issues of
quality and equity in schools. Your Company
also supports thematic focus on STEM and
Computer Science learning in schools, Digital
skilling in colleges and Sustainability Education
as a horizontal, crosscutting initiative. Your
Company's geographic presence in India spans
30 states where a network of more than 150
partners work on the ground creating positive
outcomes for 2.7 Million students of which nearly
130,000 are children with disability.

e. Your Company supports work in the crucial
domain of improving the livability of our cities for
the urban poor; our network of 15 field partners
work on 21 projects in 8 cities across India in the
areas of water, climate adaptation, biodiversity
and waste management.

f. Based on the core idea of integrating well¬
being, personal purpose and social impact, your
Company launched ‘Be the Change', a program
that has significantly expanded volunteering
opportunities for employees. Since its launch,
around 344 volunteering events have been
organized which saw a significant increase
in the participation of employees; 15,814
Wiproites across India and other geographies
collectively spent nearly 35,000 hours in
volunteering activities including blood donation,
assembling science kits for schools and tree
plantation. Adding another 42,000 employees
who contributed monetarily to our community
programs - which your Company matches 1:1.

Wipro recognizes that above all, it is good governance,
ethical business conduct and transparent disclosures that
are vital underpinnings of all our sustainability initiatives.

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

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

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

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