Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐
Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
OR
☒
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2025
Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of event requiring this shell company report __________
Commission File Number 001-16139
WIPRO LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Bengaluru, Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
Sarjapur Road
Bengaluru, Karnataka 560035, India
+91-80-2844-0011
(Address of principal executive offices)
Aparna C. Iyer, Chief Financial Officer
Phone: +91-80-2844-0011; Fax: +91-80-2844-0054; Email: iyer.aparna@wipro.com
Doddakannelli, Sarjapur Road, Bengaluru, Karnataka 560035, India
(Name, telephone, email and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
American Depositary Shares, each
represented by one Equity Share, par
value ₹2 per share
WIT
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 10,472,136,049 Equity Shares.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, 1934. Yes ☐ No ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-accelerated filer
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financial Reporting Standards as issued by the
Other ☐
International Accounting Standards Board ☒
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Auditor ID:
1180
Auditor Name:
Deloitte Haskins & Sells LLP
Auditor Location:
Currency of Presentation and Certain Defined Terms
In this Annual Report on Form 20-F, references to “U.S.” or “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “U.K.” are to the United Kingdom. Reference to “$” or “U.S.$” or “USD” or “dollars” or “U.S. Dollars” are to the legal currency of the United States, references to “£” or “Pound Sterling” or “GBP” are to the legal currency of United Kingdom and references to “Rs.” or “₹” or “rupees” or “Indian Rupees” are to the legal currency of India. All amounts are in Indian Rupees or in U.S. Dollars unless stated otherwise. Our financial statements are presented in Indian Rupees and translated into U.S. Dollars solely for the convenience of the readers and are prepared in accordance with the International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standard Board (“IASB”). References to a particular “fiscal” year are to our fiscal year ended March 31 of such year.
All references to “we,” “us,” “our,” “Wipro” or the “Company” shall mean Wipro Limited and, unless specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries. “Wipro” is our registered trademark in the United States and India. All other trademarks or trade names used in this Annual Report on Form 20-F are the property of their respective owners.
Except as otherwise stated in this Annual Report on Form 20-F, all convenience translations from Indian Rupees to U.S. Dollars are based on the certified foreign exchange rates published by Federal Reserve Board of Governors on March 31, 2025, which was ₹ 85.43 per U.S.$ 1. No representation is made that the Indian Rupee amounts have been, could have been or could be converted into United States Dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Information contained in our website, www.wipro.com, is not part of this Annual Report.
Forward-Looking Statements May Prove Inaccurate
In addition to historical information, this Annual Report on Form 20-F contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts but instead represent our beliefs regarding future events, many of which are, by their nature, inherently uncertain and outside our control. As a result, the forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, and reported results should not be viewed as an indication of future performance. For a discussion of some of the risks and important factors that could affect the Company’s future results and financial condition, please see the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosure About Market Risk.”
The forward-looking statements contained herein are identified by the use of terms and phrases such as “ambition,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target” and similar terms and phrases. Such forward-looking statements include, but are not limited to, statements concerning:
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We wish to ensure that all forward-looking statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, all forward-looking statements are qualified in their entirety by reference to, and are accompanied by, the discussion of certain important factors that could cause actual results to differ materially from those projected in such forward-looking statements in this report, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution the reader that this list of important factors may not be exhaustive. We operate in rapidly changing businesses, and new risk factors emerge from time to time. We cannot predict every risk factor, nor can we assess the impact, if any, of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. In addition, readers should carefully review the other information in this Annual Report on Form 20-F and in the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (“SEC”) from time to time.
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TABLE OF CONTENTS
Page
PART I
4
Item 1.
Identity of Directors, Senior Management and Advisers
Item 2.
Offer Statistics and Expected Timetable
Item 3.
Key Information
Item 4.
Information on the Company
29
Item 4A.
Unresolved Staff Comments
41
Item 5.
Operating and Financial Review and Prospects
42
Item 6.
Directors, Senior Management and Employees
60
Item 7.
Major Shareholders and Related Party Transactions
72
Item 8.
Financial Information
73
Item 9.
The Offer and Listing
74
Item 10.
Additional Information
76
Item 11.
Quantitative and Qualitative Disclosures About Market Risk
99
Item 12.
Description of Securities Other Than Equity Securities
101
PART II
103
Item 13.
Defaults, Dividend Arrearages and Delinquencies
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15.
Controls and Procedures
Item 16A.
Audit Committee Financial Expert
106
Item 16B.
Code of Ethics
Item 16C.
Principal Accountant Fees and Services
Item 16D.
Exemptions from the Listing Standards for Audit Committees
107
Item 16E.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F.
Changes in Registrant’s Certifying Accountant
Item 16G.
Corporate Governance
Item 16H.
Mine Safety Disclosure
108
Item 16I.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 16J.
Insider Trading Policies
Item 16K.
Cybersecurity
PART III
110
Item 17.
Financial Statements
Item 18.
Item 19.
Exhibits
189
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Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
Capitalization and Indebtedness
Reasons for the Offer and Use of Proceeds
Risk Factors
This Annual Report on Form 20-F contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this Annual Report on Form 20-F. The following risk factors should be considered carefully in evaluating us and our business.
Summary of material risks:
The following summary provides an overview of the material risks we are exposed to in the normal course of our business activities. The summary does not purport to be complete and is qualified in its entirety by reference to the full risk factors discussion immediately following this summary. We encourage you to read the full risk factors carefully.
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Risks Related to Our Company and Our Industry
Our revenues and expenses are difficult to predict because they can fluctuate significantly given the nature of the markets in which we operate. This increases the likelihood that our results could fall below our projections, ambition and expectations of investors and market analysts, which could cause the market price of our equity shares and American Depositary Shares (“ADSs”) to decline.
Our results historically have fluctuated, may fluctuate in the future and may fail to match our past performance, our projections or ambition or guidance, our internal expectations or the expectations of investors due to a number of factors, including but not limited to:
A significant portion of our total operating expenses, particularly personnel and facilities, are fixed in advance of any particular quarter. As a result, unanticipated variations in the number and timing of our projects may cause significant variations in operating results in any particular quarter. Our pricing remains competitive and clients remain focused on cost reduction and capital conservation. While we believe that we have a flexible business model which can mitigate the negative impact of an uncertain or slow growing economy, we may not be able to sustain historical levels of profitability.
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There are also other factors that are not within our control that could cause significant variations in our results in any particular quarter. These include:
Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Thus, it is possible that in the future some of our periodic results of operations may be below the expectations of public market analysts and investors, and the market price of our equity shares and ADSs could decline.
Risks Related to the Markets in which We and Our Clients Operate
Our revenue and operating results may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by our clients.
Our business depends, in part, upon continued reliance on the use of technology in business by our clients and prospective clients as well as their customers and suppliers. We have invested, and will continue to invest, in research and development and in initiatives to expand our capabilities or offerings around new technologies. The effort and initiatives may not be successful or could yield sub-optimal results, which would negatively impact our revenues and profitability. In particular, the success of our new service offerings requires continued demand for such services and our ability to meet this demand in a cost-effective manner. In challenging economic environments, prospective clients may reduce discretionary spends or defer their spending on new technologies in order to focus on other priorities or may decide not to engage our services. Also, many companies have already invested substantial resources in their current means of conducting commerce and exchanging information, and they may be reluctant or slow to adopt new approaches that could disrupt existing personnel, processes and infrastructures. If the growth of technology usage in business, or our clients’ spending on such technology, declines, or if we cannot convince our clients or potential clients to embrace new technological solutions, our revenue and operating results could be adversely affected. Additionally, our clients’ business departments are increasingly making or influencing technology-related buying decisions. If we are unable to establish business relationships with these new buying centers, or if we are unable to articulate the value of our technology services to these business functions, our revenues may be adversely impacted.
Our revenues are highly dependent on clients primarily located in the Americas (including the United States) and Europe, as well as on clients concentrated in certain industries; therefore, an economic slowdown or factors that affect the economic health of the United States, Europe or these industries would adversely affect our business.
We derive approximately 62.3% of our IT Services segment revenue from the Americas (including the United States) and 27.1% of our IT Services segment revenue from Europe. Our business and financial performance is and will continue to be affected by economic conditions globally. We are also exposed to the economic, market and fiscal conditions in the U.K. and the EU. If the economy in the Americas or Europe is volatile or uncertain or conditions in the global financial market deteriorate, pricing for our services may become less attractive and our clients located in these geographies may reduce or postpone their technology spending significantly or cause our clients to request discounts on our products or services. For example, geopolitical conflict between Russia and Ukraine or conflict in the Middle East or South Asia and the resulting international political crisis could have significant negative macroeconomic consequences, such as a rise in inflation or a slow-down in GDP growth rates, including on the businesses of our customers and partners and negatively impact their spending on IT services. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability. Extreme protectionism, the imposition of tariffs, and trade wars may also result in weaker global trade and economic activity, which could adversely affect our business.
Our clients are concentrated in certain key industries or sectors. Any significant decrease in the growth of any one of these industries, or widespread changes in any such industry, including changes to commodity prices, may reduce or alter the demand for our services and adversely affect our revenue and profitability. For instance, fluctuations in global crude oil prices have significantly impacted the companies operating in the energy industry, impacting revenue and profitability of our Energy, Manufacturing and Resources industry sector. Furthermore, some of the industries in which our clients are concentrated, such as the financial services industry, health care industry or the energy and utilities industry, are, or may be, increasingly subject to governmental regulations, including those related to climate change, sanctions and interventions. Increased regulation, changes in existing regulation or increased governmental intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses and therefore negatively impact our revenues.
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If our clients are unable to pay our dues and receivables, our results of operations and cash flows could be adversely affected.
Our business depends on our ability to successfully obtain payments from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We maintain provisions against receivables and unbilled receivables. Actual losses on client balances could differ from those that we currently anticipate and as a result we might need to adjust our provisions. There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as a potential credit crisis in the global financial system or those arising from pandemics like COVID-19, could also result in financial difficulties for our clients, including limited access to the credit markets, higher costs to raise debt, insolvency or bankruptcy. Such conditions could cause clients to delay payment, request modifications of their payment terms, or default on their payment obligations to us, all of which could increase our receivables. Additionally, if we are unable to meet our contractual obligations, we might experience delays in the collection of or be unable to collect our client balances, which may adversely affect our results from operations and cash flows.
Our international operations subject us to risks inherent in doing business on an international level, including geopolitical volatilities, which could harm our operating results.
The majority of our software development facilities are in India. Currently, we also have facilities in several countries around the world. As we continue to increase our presence outside India, we are subject to additional risks, including risks related to complying with a wide variety of national and local laws, localization requirements, restrictions on the import and export of certain technologies, data privacy and protection regulations, Environmental, Social and Governance (“ESG”) regulations, currency fluctuations, economic and political volatility, pending elections, changes in trade and foreign exchange policies, restrictions on repatriation of funds to India and multiple and possibly overlapping tax structures.
Our current international operations and future initiatives will involve a variety of risks including (i) government trade restrictions, including those which may impose restrictions, including prohibitions, on the exportation, re-exportation, sale, shipment or other transfer of programming, technology, components and/or services to foreign persons and (ii) changes in diplomatic and trade relationships, including new or increased tariffs, trade protections measures, import or export licensing requirements, trade embargoes and other trade barriers. Emerging nationalist trends in countries may also significantly and adversely alter the trade environment. These conditions may add uncertainty to the timing and budget for technology investment decisions by our customers and may impact our ability to do business in some markets or with some public-sector customers.
Our international expansion plans may not be successful, and we may not be able to compete effectively in other countries. We may face competition in other countries from companies that may have more experience with operations in such countries, have well-established relationships with clients, or be able to provide services at lower costs or on terms more attractive than we can. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our culture.
Pandemics and public health crises, such as COVID-19, affecting the geographies where our or our customers’ operations are located can have an adverse impact on our business.
Terrorist attacks and other acts of violence or war have the potential to directly impact our clients. To the extent that such attacks affect or involve the U.S. or Europe, our business may be significantly impacted, as a majority of our revenue is derived from clients located in those regions.
Further, South Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries. Such activities could disrupt communications, make travel more difficult, and create a greater perception that investments in Indian companies involve a higher degree of risk. This, in turn, could have a material adverse effect on the market for the securities of Indian companies, including our equity shares and our ADSs, and on the market for our services.
If our risk management, business continuity and disaster recovery plans are not effective and our global delivery capabilities are impacted, our business and results of operations may be materially adversely affected, and we may suffer harm to our reputation.
Restrictive changes to immigration laws in countries in which we operate, including the United States, may limit outsourcing work, which may hamper our growth and cause our revenue to decline.
The success of our business is dependent on our ability to attract and retain talented and experienced professionals, and the ability to mobilize them around the world to meet our clients’ needs. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or renewing work visas for our technology professionals. Immigration laws in the countries we operate in are subject to legislative changes, as well as to variations in the standards of application and enforcement due to political forces and economic conditions. Changes in immigration laws to restrict outsourcing of services
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internationally by domestic corporations limit the availability of certain work visas or increase visa fees in the key markets in which we operate may impact our ability to staff projects in a timely manner and negatively affect our profitability.
Travel restrictions during pandemics like COVID-19, may also negatively impact our employees’ ability to obtain work permits or cause delays in obtaining work permits and travel as required to provide services to our clients.
We currently have sufficient personnel with valid non-immigrant worker visas and have increased hiring of local employees in the United States to continue services to clients. However, since a large part of our business centers around the United States, changes to U.S. immigration laws could make it more difficult to obtain the required nonimmigrant work authorizations for our employees that allow us to compete for and provide timely and cost-effective services to our clients in the United States, which in turn could adversely affect our revenues and operating profitability.
Further, under the U.K.’s Transfer of Undertakings (Protection of Employees) Regulations, 2006, as well as similar regulations in EU member countries, employees who are dismissed by an outsourcing vendor could seek compensation from their current or new employer. This could adversely impact our customers’ ability to outsource and also result in additional costs due to redundant payment liabilities. Such events could have an adverse impact on our results of operations and our financial position.
Recent and continued escalations in tariffs and trade policies of certain countries with large economies, where we or our clients operate, may directly or indirectly hamper our growth.
Our business may be directly or indirectly impacted by geopolitical conditions, including the recent changes in global trade policies by certain countries with large economies, the retaliatory changes taken by affected trading partners, and the prospect for further increases in tariffs and other trade measures by these countries or their trading partners. At this time, the trade and tariff policies of these countries remains fluid. All of these policies are subject to continued change, negotiation, and revision. However, sustained increases in tariffs on imported goods, or further increases in tariffs on imported goods, may result in adverse macroeconomic effects and a material adverse effect on our business and operating results.
Risks Related to Our Contractual Obligations
We may be subject to litigation and be required to pay damages for deficient services or for violating IP rights, data breach or breach of confidentiality.
We may be subject to customer audits on quality of service and required to pay damages or face litigations for losses caused by deficient services. We may be liable to our clients for damages or termination of contract if we are unable to address disruption in services to our clients with adequate business continuity plans. We may not be aware if our employees have misappropriated and/or misused IP, and their actions could result in third-party claims against us for IP misappropriation and/or infringement. We may also be subject to litigation or damages for violating or misusing our clients’ IP rights or for breaches of third-party IP rights or confidential information (including but not limited to proprietary data and personally identifiable information). Further, our contracts often contain provisions pursuant to which we must indemnify our clients for such third-party breaches of IP, data breach or breach of confidentiality pursuant to our contracts. Additionally, any failure in a client’s system could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit our contractual liability for damages in rendering our services, we cannot be assured that such limitations on liability will be enforceable in all cases, or that they will otherwise protect us from liability for consequential and other damages. Such scenarios could require us to pay damages, enter into expensive arrangements or modify services, causing significant damage to our reputation and adversely affecting our results from operations.
Some of our long-term client contracts contain benchmarking and most favored customer provisions which, if triggered, could result in lower contractual revenues and profitability in the future.
Some of our client contracts contain benchmarking and most favored customer provisions. The benchmarking provisions allow a customer in certain circumstances to request a study prepared by an agreed upon third-party comparing our pricing, performance and efficiency gains for delivered contract services against the comparable services of an agreed upon list of other service providers. Based on the results of the benchmark study and depending on the reasons for any unfavorable variance, we may be required to reduce our pricing for future services to be performed for the remainder of the contract term, which could have an adverse impact on our revenues and results. Most favored customer provisions require us to give existing customers updated terms in the event we enter into more favorable agreements with certain other customers, which limits our ability to freely enter into agreements and could have an adverse impact on our revenues and results.
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Our client contracts are often conditional upon our performance, which, if unsatisfactory due to any reasons, could result in lower revenues than previously anticipated.
Our client contracts may have incentive-based or other pricing terms that condition some or all of our fees on our ability to meet defined performance milestones or service levels. Our failure to meet these milestones or a client’s expectations in such performance-based contracts especially due to dependencies on the client not clearly articulated in the contract, may result in us not being able to raise invoice on the client for expended effort, which may lead not only to a less profitable or an unprofitable engagement but also penalties or fines impacting our revenues, operating profits and cash flows. Additionally, we may experience financial losses in contracts which are linked to our clients' future business outcomes or based on assumptions which are not realized.
Our work with government clients exposes us to additional risks inherent in the government contracting environment.
Our clients include national, provincial, state and local governmental entities. Our government work carries various risks inherent in the government contracting process, which may affect our operating profitability. These risks include, but are not limited to, the following:
Many of our client contracts can be terminated without cause, with little or no notice and without termination charges, which could negatively impact our revenue and profitability.
Our clients typically retain us on a non-exclusive, project-by-project basis. Some of our client contracts, including those that are on a fixed-price, fixed-time frame basis, can be terminated with or without cause, with as little as 15 days’ notice and without termination-related penalties. Most of our contracts with clients are typically limited to discrete projects without any commitment to a specific volume of business or future work. Our business is dependent on the decisions and actions of our clients, and there are a number of factors that might result in the termination of a project or the loss of a client that are outside of our control, including:
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Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for subsequent stages or may cancel or delay subsequent planned engagements. Further, we may not be able to sell additional services to existing clients. Termination of client relationships, particularly relationships with our significant customers, would have a material adverse effect on our business, results from operations and financial condition.
Adverse changes to our relationships with key alliance partners could adversely affect our revenues and results of operations.
We have alliances with companies whose capabilities complement our own. A significant portion of our service offerings are based on technology or software provided by our alliance partners. The priorities and objectives of our alliance partners may differ from ours. As most of our alliance relationships are non-exclusive, they may in the future decide to compete with us, form exclusive or more favorable arrangements with our competitors or otherwise reduce our access to their products, thereby impairing our ability to provide the services and solutions demanded by clients. In addition, our alliance partners could experience reduced demand for their technology or software, including responses to changes in technology, which could impact related demand for our services. If we do not obtain the expected benefits from our alliance relationships, or if we are unable to enter into new alliances for any reason, we may be less competitive, our ability to offer attractive service offerings to our clients may be negatively affected, and our revenues and results of operations could be adversely affected.
Risks Related to Our Investments
Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and the industries on which we focus.
The IT services market is characterized by rapid technological changes, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and enhance our existing offerings or develop new product and service offerings to meet client needs. We may not be successful in anticipating or responding to these advances on a timely basis, or, if we do respond, the services or technologies we develop may not be successful in the marketplace. We may also be unsuccessful in stimulating customer demand for new and upgraded products, or seamlessly managing new product introductions or transitions. Further, products, services or technologies that are developed by our competitors, including emerging companies offering specialized services with effective and targeted allocation of technical, marketing and financial resources, may render our services non-competitive or obsolete. Our failure to address the demands of the rapidly evolving information technology environment, particularly with respect to AI, including generative AI (“GenAI”), digital technology, the internet of things (“IoT”) (including 5G), infrastructure and network engineering, intelligent connected products, digital engineering and manufacturing, edge computing, augmented reality, automation, blockchain and quantum computing or as-a-service solutions could have a material adverse effect on our business, results of operations and financial condition.
Our use of AI technologies may not be successful and may present business, financial, legal, and reputational risks.
We increasingly use AI-based technologies, including GenAI, in our client offerings and our own internal operations. The development, adoption, and use of AI technologies are still in their early stages. AI algorithms may be flawed, and datasets may be insufficient or may contain biased information, which could result in unexpected, low quality or other inadequate outputs. Ineffective or inadequate AI development or deployment practices by us, our clients or third parties with whom we do business could result in unintended consequences, such as disclosure of sensitive information, infringement of third-party intellectual property rights or other incidents that impair the acceptance of AI solutions or cause harm to individuals or society. These deficiencies of AI technologies could subject us to reputational and competitive harm, regulatory action or legal liability.
AI technologies are complex and rapidly evolving, and we face significant competition, including from our own clients, who may develop their own internal AI-related capabilities, which in each case, can lead to reduced demand for our services. As these technologies evolve, some services and tasks currently performed by our people may be replaced by automation.
Additionally, the use of AI and other advanced technology by us or our partners may create new cybersecurity vulnerabilities and may require significant investment designed to address security, accuracy and bias. These efforts can be complex, costly and potentially impact our profitability. Addressing the possible consequences of the use of AI technologies may require significant operational cost to implement, manage and maintain processes governing the AI lifecycle that align with industry standards and meet customer expectations.
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The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain including in the areas of IP, cybersecurity, privacy and data protection. We may be subject to new and proposed legislation and regulations, such as the EU’s AI Act, other laws and regulations proposed, and in certain cases enacted, in numerous U.S. states and new applications of data protection, privacy, consumer protection, intellectual property and other laws and regulations. Adopting new and proposed legislation and regulations relating to the development and use of AI could require us to make significant changes to our policies and practices, necessitating expenditure of significant time, expense, and other resources. Customers may require adherence to these laws and regulations and we may need to offset some risks through upskilling of technical teams. This is complex for a company like ours where the AI talent pool is dispersed. Equally, the increase in regulatory scrutiny means that we must enhance our due diligence and quality assurance in our AI related engagements and produce a detailed and reproducible inventory of all the AI systems we develop and deploy with clients.
Additionally, many of the foregoing risks may lead to reduced demand for our services or harm our ability to obtain favorable pricing or other terms for our services, which could have a material adverse effect on our business, results of operations and financial condition.
We are making substantial investments in new facilities and physical infrastructures, and our profitability could be reduced if our business does not grow proportionately.
We have invested substantially in construction or expansion of software development facilities and physical infrastructure in anticipation of growth in our business. The total amount of cash outflow towards investment in property, plant and equipment in fiscal year 2025 was ₹ 14,737 million (U.S.$ 173 million). Additionally, as of March 31, 2025, we had contractual commitments of ₹ 8,719 million (U.S.$ 102 million) related to capital expenditures on construction or expansion of our software development and other facilities. We may encounter cost overruns or project delays in connection with new facilities and these expansions may increase our fixed costs. If we are unable to grow our business and revenues to sufficiently offset the increased expenditures, our profitability could be reduced.
We may invest in companies for strategic reasons that may not be successful or meet our expectations.
We make non-controlling investments in companies which are important to our business strategy and to complement some of our business initiatives. These may include investments in non-marketable securities of early stage companies that carry a significant degree of risk and may not become liquid for several years from the date of investment. These investments may not generate financial returns or may not yield the desired business outcome. The success of our investment in a company is sometimes dependent on the availability of additional funding on favorable terms or a liquidity event such as an initial public offering. We may record impairment charges in relation to our strategic investments which will have a negative impact on our financial position.
Investments in companies where we do not have majority ownership expose us to decisions made by others, as we have lesser degree of control. This may expose us to additional reputational, financial, legal, compliance or operational risks. This could impact our ability to align the strategic goals of such companies with our goals and may impact the returns on our investment. We may also be required to exit such investments at inopportune times or make further investments based on current shareholder agreements. Such further investments may have to be made at a time when the venture is financially struggling, and this may erode or dilute its value to our shareholders.
We may engage in future acquisitions that may not be successful or meet our expectations.
We have acquired, and in the future may acquire or make investments in, complementary businesses, technologies, services or products, or enter into strategic partnerships or joint ventures with parties that we believe can provide access to new markets, capabilities or assets. After reaching an agreement for the acquisition of a business, we are subject to the satisfaction of pre-closing conditions as well as certain regulatory and governmental approvals on acceptable terms, which, if not satisfied or obtained, may prevent us from completing the transaction. Such regulatory and governmental approvals may be required in jurisdictions around the world, and any delays in the timing of such approvals could materially delay or prevent the transaction. Changes in competition laws in India and abroad could also impact our acquisition plans by prohibiting potential transactions which could otherwise be beneficial for us.
The acquisition of new businesses subjects us to many risks, and we can provide no assurances that any such acquisition will be successful or meet our expectations. If it does not, we may suffer losses, dilute value to shareholders, may not be able to take advantage of appropriate investment opportunities or complete other transactions on terms commercially acceptable to us. It may take longer than expected to realize the full benefits from these transactions and arrangements, such as increased revenue or synergies, or the benefits may ultimately be smaller than we expected, which could adversely affect our financial position.
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Despite our due diligence process, we may fail to discover significant issues around an acquired company’s IP, service offerings, customer relationships, employee matters, accounting practices or regulatory compliances. We may also fail to discover liabilities that are not properly disclosed to us or we inadequately assess in our due diligence efforts or liabilities that may arise out of regulatory non-compliance, contractual obligations, IP, terminated employees, current or former clients or other third parties, liabilities resulting from an acquisition target’s previous activities, or from an acquisition’s internal controls related to financial reporting, disclosure requirements or cybersecurity and information security environment. We cannot predict or guarantee that our efforts will be effective or will protect us from liability. We may be unable to get indemnification protection or other contractual protections or relief for any material liabilities associated with our acquisitions or investments. If any of these circumstances occur, they could result in unexpected regulatory or legal exposure, including litigation with new or existing clients, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our relationships with clients and our business, and could harm our operating results.
We may increase our interest expense and leverage if we incur additional debt to pay for an acquisition. Use of cash to pay for acquisitions may limit other potential uses of cash, including stock repurchases and dividend payments.
We may be required to integrate any acquired entities into our framework of internal control over financial reporting and disclosure controls and procedures. Integration of acquired entities could be a time-consuming and expensive process. We could have difficulty in integrating the acquired services, solutions, technologies or products into our operations. We could also have difficulties in assimilating and retaining the key personnel, consolidating and integrating IT infrastructure or operations of the acquired companies.
We may face difficulties in meeting the needs of the acquired company’s customers and partners following completion of the acquisition. We may face litigation or other claims arising out of our acquisitions, including disputes with regard to earn-outs or other closing adjustments. These difficulties could disrupt our ongoing business, distract our management and employees, and increase our expenses.
Goodwill and acquisition related intangibles that we carry on our balance sheet could give rise to significant impairment charges in the future.
The amount of goodwill and intangible assets in our Consolidated Financial Statements has increased significantly in recent years, primarily on account of acquisitions. Goodwill is subject to impairment review at least annually and acquired intangibles are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, which may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of operations.
Indian law limits our ability to raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business or entering into a transaction that is in the best interests of our shareholders.
Indian law constrains our ability to raise capital outside of India through the issuance of equity or convertible debt securities. Generally, any foreign investment in, or an acquisition of, an Indian company under the applicable foreign exchange regulations does not require approval from the Reserve Bank of India (“RBI”) and relevant government authorities in India, subject to compliance of prescribed conditions. The Government of India (“GoI”) currently does not mandate prior approvals for IT companies such as ours. However, by notification dated April 22, 2020, the GoI has amended its foreign direct investment (“FDI”) policy to state that investment by a non-resident entity of a country which shares a land border with India, or where the beneficial ownership of an investment into India is situated in or is a citizen of any such countries, shall be under the ‘Government Route’, which requires GoI approval prior to investment. Further, in case of transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the above-mentioned restriction/purview such subsequent change in beneficial ownership will also require GoI approval. If we are required to seek the approval of the GoI and the GoI does not approve the proposed investment or implements a limit on the foreign equity ownership of IT companies, our ability to seek and obtain additional equity investment by foreign investors will be limited. In addition, these restrictions, if applied to us, may prevent us from entering into a transaction, such as an acquisition by a non-Indian company, which would otherwise be beneficial for our Company and the holders of our equity shares and ADSs.
Risks Related to our Cost Structure
If our pricing structures do not accurately anticipate the cost, complexity and duration of our work, then our contracts could be unprofitable.
We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, we may use time and materials pricing, fixed-price arrangements, or hybrid contracts with features of both pricing models. We also undertake element or transaction-based pricing, which relies on a certain scale of operations to be profitable for us. Our pricing is highly dependent on the client and our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could be inaccurate.
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There is a risk that we will underprice our contracts, fail to accurately estimate the duration, complexity and costs of performing the work or fail to accurately assess the risks associated with potential contracts. The risk is greatest when pricing our outsourcing contracts, as many of our outsourcing projects entail the coordination of operations and workforce in multiple locations, utilizing workforce with different skill sets and competencies across geographically distributed service centers. Furthermore, when work gets outsourced, we occasionally takeover employees/assets from our clients and assume responsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin estimates on outsourced work frequently include anticipated long-term cost savings from transformational initiatives and other endeavors that we expect to achieve and sustain over the life of the outsourcing contract, but may not generate revenue in the short term.
We offer a portion of our services on a fixed-price, fixed-time frame basis, rather than on a time-and-materials basis. Although we use our specified software engineering processes and rely on our past project experience to reduce the risks associated with estimating, planning and performing such projects, we bear the risks of cost overruns, including increased costs of third parties, completion delays and wage inflation in connection with these projects, which may have a material adverse effect on our profitability.
We may also fail to obtain renewals or provide ongoing services, the loss of which prevents us from realizing from long-term cost savings. In particular, any increased or unexpected costs, or wide fluctuations compared to our original estimates, delays or failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work, including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our profit margin.
Errors, defects or disruptions in our services could raise our costs, diminish our service capacities and harm our financial results.
If flaws in design, function or maintenance of our services were to occur, we could experience a rate of failure that would result in substantial repair, replacement or service costs and potential damage to our reputation. Although we continue to improve our services through quality control, innovation and product testing, there can be no assurances that our efforts to monitor, develop, modify and implement appropriate testing for errors and upgrading processes will be sufficient to prevent us from having to incur substantial repair, replacement or service costs, or from a disruption in our ability to provide services, either of which could have a material adverse effect on our business, results from operations or financial condition.
Our profitability could suffer if we are unable to continue to successfully manage our costs.
Our ability to improve or maintain our profitability is dependent on successful management of our costs. Our cost management strategies include maintaining appropriate alignment between the demand for our services and our resource capacity, optimizing the costs of service delivery through automation and deployment of tools, optimizing utilization of existing facilities, relocating non-client facing employees to lower-cost locations and effectively leveraging our sales and marketing and general and administrative costs. There is no guarantee that these, or other cost-management efforts will be successful, that our productivity will be enhanced, or that we will achieve desired levels of profitability. If we are not able to mitigate rising employee compensation costs by passing such increases to clients, or increase our revenues sufficiently to offset increasing costs, or maintain high utilization rates for our employees or precisely forecast demand for our services to optimize our bench, our results of operations could be adversely affected.
Wage increases in India or our inability to hire in low cost locations may diminish our competitive advantage against companies located in the United States and Europe and may reduce our profit margins.
Our wage costs in India have historically been significantly lower than wage costs in the U.S. and Europe for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We have historically experienced significant competition for employees from large multinational companies that have established and continue to establish offshore operations in India, as well as from companies within India. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Once the effective date is notified by the GoI, we may also experience increased costs in future years for employment and post-employment benefits in India as a result of the issuance of The Code on Social Security, 2020. Unless we are able to continue to increase the efficiency and productivity of our employees over the long term, wage increases may reduce our profit margins. Furthermore, any inability to increase the proportion of employees with less experience, or source talent from other low-cost locations, like Eastern Europe, China or Southeast Asia could also negatively affect our profits.
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Our defined benefit plan assets are subject to market volatility.
Our employee compensation policies include certain defined benefit plans where it is our obligation to provide agreed benefits to the employees. These obligations are funded through certain plan assets which carry actuarial and investment risks. These risks include adverse salary growth or demographic experience, which can result in an increase in cost of providing these benefits to employees in future. The valuation of plan assets considers an expected return which is based on expectation of the average long-term rate of return on investments of the fund during the estimated term of the obligations. Should we not achieve the expected rate of return on the plan assets or if the plan experiences a decline in the fair value of its assets, we may be required to contribute assets to the plan which could adversely affect our results of operations and financial position.
Exchange rate fluctuations in various currencies in which we do business could negatively impact our revenue and operating results. Our financial condition and results of operations may be harmed if we do not successfully reduce such risks through the use of derivative financial instruments.
Our IT Services business contributes 99.7% of our revenue. A significant portion of our revenue from this segment is derived from transactions in foreign currencies, including the U.S. Dollar, the Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar while a large portion of our costs are in Indian Rupees. The exchange rate between the Indian Rupee and foreign currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. As our financial statements are presented in Indian Rupees, such fluctuations could have a material impact on our reported results. Appreciation of the Indian Rupee against foreign currencies can therefore adversely affect our revenue and competitive position and can adversely impact our operating results. We generate approximately 38% of our IT Services revenues in non-U.S. Dollar currencies, and the exchange rate fluctuations between these currencies and the U.S. Dollar can affect our revenues and growth, as expressed in U.S. Dollar terms.
A significant portion of our debt is in foreign currencies. We may also undertake hedging strategies to mitigate exposure of exchange rate risk relating to foreign currency borrowings, including entering into interest rate swaps. If the value of the Indian Rupee declines, the size of our debt obligations and interest expenses in Indian Rupees may increase. This will adversely impact our net income. We also experience other market risks, including changes in the interest rates of the securities that we own. However, if our strategies to reduce market risks are not successful, our financial condition and operating results may be harmed.
We use derivative financial instruments to reduce or mitigate these risks where possible. While hedging instruments may mitigate our exposure to fluctuations in currency exchange rates to a certain extent, we potentially forego benefits that might result from market fluctuations in currency exposures. These hedging transactions can also result in substantial losses. Such losses could occur under various circumstances, including, without limitation, any circumstances in which a counterparty does not perform its obligations under the applicable hedging arrangement (despite having International Swaps and Derivatives Association agreements in place with each of our hedging counterparties), there are currency fluctuations or the arrangement is imperfect or ineffective. Further, the policies of the RBI may change from time to time which may limit our ability to hedge our foreign currency exposures adequately.
We are exposed to fluctuations in the market values of our investment portfolio.
We maintain an investment portfolio of various holdings, types and maturities. These investments are subject to general credit, liquidity, market and interest rate risks. Deterioration of the credit rating of counterparties and in the credit as well as the debt capital markets in general due to economic turmoil or other global events could result in volatility of our investment earnings and impairments to our investment portfolio, which could negatively impact our financial condition and net income. Further, fluctuations in the interest rate environment based on changes in the RBI’s monetary policy could affect the interest income and thereby our profitability.
Risks Related to Our Workforce
Our success depends in large part upon the strength of our management team and other highly skilled professionals. If we fail to attract, retain and manage transition of these personnel, our business may be unable to grow and our revenue could decline.
The continued efforts of the senior members of our management team are critical to our success. Our future performance and customer relationships may be affected by any disruptions in the continued service of our directors and executive officers.
Our ability to execute project engagements and to obtain new clients depends in large part on our ability to attract, train, motivate and retain highly skilled professionals, especially senior technical personnel, project managers and software engineers. Costs associated with recruiting and training employees are significant. We believe that there is significant competition for professionals with the skills necessary to perform the services we offer, particularly in the locations in which we have operations, which may also impact our ability to attract and retain personnel. Additionally, in response to COVID-19, we offered hybrid working model to our employees. If we implement and enforce policies that make it mandatory for employees to return to the office full-time, this may impact our ability to attract talent.
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If we cannot hire and retain technical personnel, our ability to bid on and obtain new projects and to continue to expand our business will be impaired and our revenue could decline. Our compensation policies include equity-based incentive compensation plans that are designed to reward high-performing personnel for their contributions and provide incentives for them to remain with us. If the anticipated value of such incentives does not materialize because of volatility or lack of positive performance in our stock price, or if our total compensation package is not viewed as being competitive, our ability to attract and retain personnel could be adversely affected.
We may not be able to hire and retain enough skilled and experienced employees to replace those who leave, which may increase our reliance on subcontractors to fulfill demand and could negatively impact our profitability. Additionally, we may not be able to re-skill, reassign or retain our employees to keep pace with continuous changes in technology such as AI, evolving standards and changing client preferences. If we are unable to maintain an employee environment that is competitive and appealing, it could have an adverse effect on engagement and retention. Our revenues, results of operations and financial condition could be adversely affected if we are unable to manage employee hiring and attrition to achieve a stable and efficient workforce structure.
Changes in policies or laws may also affect our ability to attract and retain personnel and may hinder our ability to hire adequate numbers of qualified technology professionals.
Risks Related to Our Operations
If we do not effectively improve our administrative, operational and financial processes and systems to manage our business operations, the value of our shareholders’ investment may be harmed.
To effectively manage our business operations, we will be required to continuously develop and improve our administrative, operational and financial processes. As a result of our growing operations, we face and expect to continue to face challenges such as:
We are subject to stringent and changing laws, regulations, standards, and contractual obligations related to privacy, data protection and cybersecurity. Our actual or perceived failure to comply with such obligations could harm our business.
We are subject to a variety of federal, state, local and international laws, rules, and regulations, as well as industry standards, internal and external privacy policies and contractual obligations to third parties, relating to the collection, use, retention, security, disclosure, transfer, storage and other processing of personal information and other data. Most jurisdictions in which we operate have established their own privacy, data protection and cybersecurity legal frameworks with which we and our customers must comply.
For example, the EU has adopted the General Data Protection Regulation (“GDPR”), which went into effect in May 2018, and together with national legislation, regulations and guidelines of the EU member states, contains numerous requirements relating to the processing of personal data of EU data subjects, including the increased jurisdictional reach of the European Commission, more robust obligations, additional requirements for data protection compliance programs by companies, and significantly increased fines and penalties and rights for data subjects to claim compensation. EU member states are tasked under the GDPR to enact, and have enacted, certain legislation that adds to or further interprets the GDPR requirements and potentially extends our obligations and potential liability for failing to meet such obligations. Among other requirements, the GDPR regulates transfers of personal data subject to the GDPR to countries outside the European Economic Area (“EEA”) that have not been found to provide adequate protection to such personal data. The GDPR also introduced numerous privacy-related changes for companies operating in the EU, including greater control for data subjects (for example, the “right to be forgotten”), increased data portability for EU consumers, data breach notification requirements and increased fines. In particular, under the GDPR, fines of up to 20 million euros or 4% of the annual global revenue of the noncompliant company, whichever is greater, could be imposed for violations of certain of the GDPR’s requirements. Such penalties are in addition to any civil litigation claims by customers and data subjects.
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The EU also has enacted directives and regulations addressing cybersecurity. For example, the Network and Information Security Directive II (“NIS2”), adopted in 2023, aims to enhance cybersecurity across critical infrastructure and essential services in the EU. It expands the scope of the 2016 NIS Directive to include additional sectors while enforcing stricter governance and accountability requirements. Additionally, the Digital Operational Resiliency Act became effective in January 2025, and aims to establish a universal framework for managing and mitigating information and communication technology risk that will apply to entities in the financial sector and their third-party cloud service providers.
Data processing in the U.K. is governed by a U.K. version of the GDPR (combining the GDPR and the Data Protection Act 2018) (“U.K. GDPR”), with fines and enforcement mechanisms similar to those of the GDPR. In 2021, the European Commission issued an adequacy decision, pursuant to which personal data generally may be transferred from the EU to the U.K. without restriction; however, this adequacy decision must be renewed and is subject to modification or revocation in the interim. The U.K. is considering modifications to its data protection regime that, if implemented, may impact this renewal decision. There also will be increasing scope for divergence in application, interpretation, and enforcement of data protection law between the U.K. and EEA.
Other jurisdictions in which we operate, including China, Singapore, the Philippines, Hong Kong, Canada, and Australia, have enacted robust legal regimes relating to privacy, data protection, and cybersecurity, many of which provide for significant penalties and other sanctions for noncompliance. Certain of these regimes, including, without limitation, the GDPR and U.K. GDPR, provide for restrictions on transferring data outside of those jurisdictions to many other jurisdictions. The regulatory framework relating to cross-border data transfer has evolved significantly in recent years. For example, in 2020, the European Court of Justice (“CJEU”) struck down the EU-U.S. Privacy Shield framework, which provided companies with a mechanism to comply with data protection requirements when transferring personal data from the EEA to the United States (“U.S.”). In the same decision, the CJEU imposed additional obligations on companies when relying on standard contractual clauses approved by the European Commission for use in legitimizing personal data transfers from the EEA to the U.S. The European Commission and U.K. Information Commissioner’s Office since have issued new standard contractual clauses that account for the CJEU’s 2020 decision, with companies relying on that transfer mechanism required to put them in place. Several other laws and regulations enacted in recent years also provide for restrictions on cross-border data transfers, and some of these regimes provide for data localization, under which certain data is required to be maintained within the applicable country. We may be required to take additional steps to address data localization and data transfer issues, including engaging in additional contract negotiations and implementing additional data storage or processing infrastructure, and be subject to increasing costs of compliance and limitations on our customers and us. Additionally, current or modified laws or regulations relating to data transfers and data localization, and related developments, including legal challenges and judicial decisions, may serve as a basis for our data handling practices, or those of our customers and service providers, to be challenged, and may otherwise adversely affect our business, financial condition and results of operations.
In the U.S., privacy laws continue to evolve and could require us to modify our data processing practices and policies and expose us to further regulatory or operational burdens. For example, the California Consumer Privacy Act (“CCPA”), took effect in January 2020. The CCPA imposes obligations on companies that process California residents’ personal information, including obligations to provide certain disclosures to such residents, and creates new consumer rights, including relating to the access to, deletion of and sharing of personal information collected by covered businesses. The CCPA provides for civil penalties for violations, as well as a private right of action for certain data breaches that result in the loss of personal information. This private right of action may increase the likelihood of, and risks associated with, data breach litigation. Additionally, the California Privacy Rights Act (“CPRA”) was approved by California voters in the November 3, 2020 election. Effective starting January 1, 2023, the CPRA significantly modified the CCPA and created a new state agency vested with authority to implement and enforce the CCPA and the CPRA. Numerous other states have proposed, and in certain cases enacted, legislation similar to the CCPA and CPRA. The U.S. federal government also is contemplating federal privacy legislation.
Furthermore, India passed the Digital Personal Data Protection Act in August 2023 (the “DPDP Act”), the country’s first comprehensive data protection law, the impacts of which potentially may be far-ranging and impactful upon our business, and which is anticipated to provide for substantial penalties. The DPDP Act will come into effect on such date as India’s central government may determine, with different dates of effectiveness determined for different provisions. We expect the DPDP Act to add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, and could result in increased compliance costs or changes in business practices and policies.
As a general matter, the laws, rules, regulations, standards, and other actual and asserted obligations relating to privacy, data protection and cybersecurity to which we may be subject, or that otherwise apply to our business, are constantly evolving, and we expect that there will continue to be new proposed laws, regulations and industry standards concerning these matters in India, the EU, the U.K., the U.S. and other jurisdictions in which we operate, both general and in relation to technological and other developments, including AI (and including, in particular, the EU’s AI Act), the use of algorithms and automated decision making, digital identity, and blockchain technologies. We also anticipate remaining to be subject to related contractual obligations that may be burdensome and which, in many cases, may provide for liability that is unlimited. We cannot fully predict the impact of laws, rules, and regulations, including those that may be modified or enacted in the future, or new or evolving industry standards, contractual obligations, or other actual or asserted obligations, relating to cybersecurity, privacy or data protection or processing on our business or operations. These laws, regulations,
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standards and obligations have required us to modify our relevant practices and policies and to incur substantial costs and expenses in an effort to comply, and we expect to continue to incur such costs and expenses in the future and anticipate finding it necessary or appropriate to further modify our relevant practices and policies. Any actual or perceived failure by us or our customers or service providers to comply with laws, regulations, rules, standards, contractual obligations or other actual or asserted obligations to which we are or are alleged to be subject relating to privacy, data protection or cybersecurity could result in claims, demands and litigation from private parties and regulators, regulatory investigations and other proceedings, as well as significant damage to our reputation that could cause us to lose customers and harm our ability to gain new customers. These could result in substantial costs, diversion of resources, fines, penalties and other damages, and harm to our customer relationships, our market position and our ability to attract new customers. Any of these could harm our business, financial condition and results of operations.
Cyberattacks and other security incidents, both real and perceived, impacting the confidentiality and integrity of our information technology and digital infrastructure could lead to loss of reputation and financial obligations.
Given the high business dependency on our information technology and digital infrastructure to interconnect offices, employee systems, partners and clients for day-to-day business operations, as well as hosting of data and service delivery, any potential cybersecurity or information security breach, incident or event impacting the confidentiality, integrity and availability of this environment could lead to financial loss, disclosure, unavailability, loss, unauthorized use and other processing of data, reputational harm and customer loss, harm to our market position and ability to gain new customers, and legal claims, demands, and litigation, regulatory investigations and other proceedings, and fines, penalties and other damages and liabilities, along with potential impacts to our relationships with our customers and partners.
With the rise of connected devices, social media, transition to cloud and use of other emerging technologies and as cyberattacks are becoming increasingly sophisticated (e.g., deepfakes and AI generated social engineering) the risk of security incidents, phishing and cyberattacks has increased. We have in the past and may in the future be the target of security incidents, phishing and cyberattacks. The threat attack surface is evolving and increasing beyond the enterprise. Cybersecurity incidents, both actual and attempted, involving unauthorized access, brute force attempt, ransomware and other malware, fraud, data leakage, loss of and unauthorized use, alteration and other processing of personal and business data, denial of service and other attacks designed to disrupt systems, exploitation of security vulnerabilities and other weaknesses in systems or programs, errors, omissions, deliberate or accidental acts of our current or former employees, partners, third-party business providers or other stakeholders, both internal and external, are on the rise. Our internal security controls may not be able to keep pace with these evolving threats. Inadequate account security practices may also result in unauthorized access to confidential data. For example, system administrators or user life cycle management solutions may sometimes fail to timely remove employee account access. There may be vulnerabilities in open-source software incorporated into our offerings that may make our offerings susceptible to cyberattacks.
We face a number of threats to our data centers and networks such as unauthorized access, security breaches and incidents, and other system disruptions, including denial of service and other attacks. It is critical to our business that our infrastructure remains resilient and is perceived by customers to be secure. Despite our security measures, our infrastructure has been and may be vulnerable to attacks by hackers or other disruptive problems, including attacks for which no remedies are available with network security service providers. As an IT services provider, we are an attractive target of cyberattacks designed to impede the performance of our products, penetrate our network security, the security of our internal systems, or that of our customers, misappropriate proprietary information, and/or cause interruption to our services. Geopolitical conflicts compound the risk, we and our third-party business providers may be vulnerable to a heightened risk of cybersecurity attacks, phishing and social engineering attacks, ransomware and other malware, hacking or similar attacks from any nation-state actors, including attacks that could materially disrupt our systems and operations, supply chain, and ability to sell and distribute our services. We can provide no assurance that our systems or data are or have been fully protected against third-party intrusions, viruses, ransomware or other malicious code, hacker attacks, information or data theft or other similar threats. Any third-party intrusions, viruses, ransomware or other malicious code, hacker attacks, security breaches or incidents, information or data theft, or similar attacks or threats against us and our systems and data, may have a material adverse effect on our business, financial condition and results of operations. Breaches of our security measures or accidental or unauthorized loss, unavailability, disclosure or dissemination or other processing of confidential customer data could expose us, our customers or the affected parties to a risk of loss, unavailability, or misuse of this information. We could be subject to claims, demands, and litigation, termination of contracts, and damages for non-compliance with our client’s information security policies and procedures. Many of our client agreements do not limit our potential liability for breaches of confidentiality. Security breach may trigger increase in costs of our ongoing efforts to implement and maintain cybersecurity measures and to detect and prevent security breaches and other security-related incidents, and could be required to incur additional costs in the event of actual or perceived security breaches or other security-related incidents, any of which would negatively affect our results of operations.
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If any individual, including our employees, negligently disregards or intentionally breaches our established controls regarding our data or client data, or otherwise mismanages or misappropriates that data, we could face significant litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. Additionally, this could cause significant damage to our reputation.
We cannot guarantee that any security measures that we or third parties on which we rely have implemented will be effective against current or future security threats, or that our systems and networks or those of such third parties have not been breached or otherwise compromised, or that they and any software in our or their supply chains do not contain bugs, vulnerabilities or compromised code that could result in a breach of or disruption to our systems and networks or the systems and networks of third parties that support us or our products or services. If our security measures or those of third parties on which we rely are or are believed to be inadequate or breached or otherwise compromised as a result of third-party action, current or former employee or service provider negligence, error or malfeasance, product defects, phishing or other social engineering techniques, improper user configuration, or otherwise, and this results in, or is believed to result in, unauthorized access to or disclosure, modification, misuse, loss, corruption, unavailability or destruction of our data or our customers’ data, or any other disruption of the confidentiality, integrity or availability of our or our customers’ systems or data, we could face claims, demands and litigation by private parties, regulatory investigations and other proceedings, and incur significant liability to our customers and other parties, and our business, reputation and competitive position may be harmed. Many of our employees have worked remotely in recent years and continue to do so. In order to better support employees working from home or in a hybrid working environment, we have taken steps to enhance our cybersecurity measures. These security control mechanisms may not always be successful, considering the complexity of the environments, inter-dependencies, sophisticated attack methodologies, highly dynamic heterogeneous systems, global digital presence, hosted both in the cloud and on premises, and work from home arrangements, and we may face increased risks of cyberattacks and security breaches and incidents in connection with remote work.
Furthermore, we could be subject to indemnity claims or other liabilities in connection with an actual or perceived security breach or incident, or other cybersecurity issue, that exceed our insurance coverage. We also cannot be certain that our insurance coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results and reputation.
We may face difficulties in providing end-to-end business solutions for our clients that could cause clients to discontinue their work with us, which in turn could impact our business.
As we have increased the breadth of our service offerings, we have engaged in larger and more complex projects with our clients. This requires us to establish closer relationships with our clients and potentially with other technology service providers and vendors and to have a more thorough understanding of our clients’ operations. Our ability to establish such relationships will depend on a number of factors, including the proficiency of our IT professionals and our management personnel. Our failure to understand and successfully implement our clients’ requirements, the domain and country-specific laws and regulations which govern the products and services that we provide, or our failure to deliver services which meet the requirements specified by our clients could result in termination of client contracts, reputational harm and/or imposition of penalties or the payment of damages. This may further damage our business by affecting our ability to compete for new contracts with current and prospective clients. We may also be subject to loss of clients due to dependence on alliance partners, subcontractors or third-party product vendors. In projects where we own the end-to-end delivery, we may incur penalties on work performed by our alliance partners, subcontractors or third-party product vendors if they do not meet contractual performance thresholds.
Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for subsequent stages or may cancel or delay subsequent planned engagements. Further, we may not be able to sell additional services to existing clients. Such cancellations or delays make it difficult to plan for project resource requirements, and inaccuracies in such resource planning may have a negative impact on our profitability.
Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, and this may have a material adverse effect on our business.
Our insurance policies cover physical loss or damage to our property and equipment arising from a number of specified risks and certain consequential losses, including business interruption, arising from the occurrence of an insured event under the policies. Under our property and equipment policies, damages and losses caused by certain natural disasters, such as earthquakes, acts of terrorism, floods and windstorms are also covered. We also maintain various other types of insurance including, but not limited to, directors’ and officers’ liability insurance, workmen’s compensation insurance, errors and omissions insurance, cyber insurance, representation and warranties insurance in certain acquisitions and marine insurance. We also maintain receivables insurance for some of our clients to
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reduce losses due to sudden bankruptcy. We maintain insurance on property and equipment in amounts believed to be consistent with industry practices, but we are not fully insured against all such risks. Notwithstanding the insurance coverage that we carry, the occurrence of an event that causes losses in excess of the limits specified in our policies, or losses arising from events not covered by insurance policies, could materially harm our financial condition and future operating results. There can be no assurance that any claims filed, under our insurance policies will be honored fully or timely. Also, our financial condition may be affected to the extent we suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage. A successful assertion of one or more large claims against us that results in changes to our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirement, could also adversely affect our revenues and operating results.
Our business depends on a strong brand and failing to maintain and enhance our brand would impact our ability to expand our business and may result in a decline in the share price of our equity shares and our ADSs.
We continue to share the “Wipro” brand with Wipro Enterprises (P) Limited, which was formed following the demerger of the Company’s consumer care and lighting, infrastructure engineering and other non-IT business segments. Our brand may be negatively impacted by a number of factors, including, among others, reputational issues and performance failures, some of which may be outside of our control. Further, if we fail to maintain and enhance the quality of our brand, our business and operating results may be materially and adversely affected. Maintaining and enhancing our brand will depend largely on our ability to remain a technology leader and continue to provide high quality, innovative services and solutions to our customers.
Damage to our reputation or our brands may occur from, among other factors, cybersecurity breaches or incidents, compliance failures, or actions of partners or individual employees. The proliferation of social media may increase the likelihood, speed and magnitude of negative publicity. If our brands or reputation are damaged, it could negatively impact our revenues or margins, or our ability to attract the most highly qualified employees. Any negative media coverage, including social media, regardless of the accuracy of such reporting, may have an initial adverse impact on our reputation and investor confidence, resulting in a decline in the share price of our equity shares and our ADSs.
Our dependencies on “open source” software programs and platforms could impose limitations on our ability to commercialize our products and services, require us to re-engineer our products and services, or subject our proprietary software to general release.
Certain products and services we offer to our clients incorporate open source software licensed without warranties, indemnification, or other contractual protections regarding infringement claims, security, upgrades or the quality of the code. Although we monitor our use of open source software to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by United States or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products and services. There can be no assurance that our processes for controlling our use of open source software in our products and services will be effective. If we are held to have breached the terms of an open source software license, we could be required to seek licenses from third parties to continue offering our products on terms that are not economically feasible, to potentially re-engineer or discontinue the sale of our products or to make generally available, in source code form, our proprietary software if we combine it with open source software in a certain manner, any of which could adversely affect our business, operating results, and financial condition. Further, if open source code that we utilize is no longer maintained, developed or enhanced by the relevant community of independent open source software programmers, most of whom we do not employ, we may be unable to develop new technologies, adequately enhance our existing technologies or meet customer requirements for innovation, quality and price.
We may be unsuccessful in protecting our IP rights due to varying legal regimes and judicial systems. Unauthorized use of our IP may result in development of technology, products or services which compete with our products and services. We may also be subject to third-party claims of IP infringement.
Our IP rights are important to our business. We rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our IP. However, we cannot be certain that the steps we have taken will prevent unauthorized use of our IP. Furthermore, the laws of India do not protect proprietary rights to the same extent as laws in the United States. Therefore, our efforts to protect our IP may not be adequate. Our competitors may independently develop similar technology or duplicate our products or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.
The misappropriation or duplication of our IP could disrupt our ongoing business, distract our management and employees, reduce our revenue and increase our expenses. The competitive advantage that we derive from our IP may also be diminished or eliminated. We may need to litigate to enforce our IP rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time-consuming and expensive.
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Although we believe that our IP rights do not infringe on the IP rights of any other party, infringement claims may be asserted against us in the future. Defending against these claims, even if not meritorious, could be expensive and divert our attention and resources from operating our company. If we become liable to third parties for infringing their IP rights, we could be required to pay a substantial damage award and be forced to develop non-infringing technology, obtain a license or cease selling the applications or products that contain the infringing technology. Further, we may be required to provide indemnification to clients for third-party breaches of IP pursuant to our contracts with such parties.
There can be no assurance that, as our business expands into new areas, we will be able to independently develop the technology necessary to conduct our business or that we can do so without infringing on the IP rights of others.
Disruptions in telecommunications and operations infrastructure could harm our service model, which could result in a reduction of our revenue.
A significant element of our business strategy is to continue to leverage and expand our offshore development centers in Bengaluru, Chennai, Hyderabad, Kolkata, Pune, Delhi, Mumbai and other cities in India, as well as near-shore development centers outside of India. We believe that the use of a strategically located network of software development centers provides us with cost advantages, the ability to attract highly skilled personnel from various regions of India and the world, the ability to service clients on a regional and global basis and the ability to provide services to our clients 24 hours a day, seven days a week. Part of our service model is to maintain active voice and data communications between our main office in Bengaluru, our clients’ offices, and our software development and support facilities. Although we maintain redundancy facilities and satellite communications links, any significant loss in our ability to transmit voice and data through satellite and telephone communications could result in a disruption in business, thereby hindering our performance or our ability to complete client projects on time. This, in turn, could lead to a reduction of our revenue.
The markets in which we operate are subject to the risks of earthquakes, floods and other natural disasters, the occurrence of which could cause our business to suffer.
Some of the regions that we operate in are prone to earthquakes, hurricanes, tsunamis, flooding and other natural disasters. In the event that any of our business centers are affected by such disasters, we may sustain damage to our operations and properties, suffer significant financial losses and be unable to complete our client engagements in a timely manner, if at all. Further, in the event of a natural disaster, we may also incur costs in redeploying personnel and property. In addition, if any such natural disaster occurs in any of the locations in which our significant clients are located, we face the risk that our clients may incur losses or sustained business interruption which may materially impair their ability to continue their purchase of our products or services. If our clients are required to make significant investments on climate friendly solutions, our clients may incur higher compliance costs, which may adversely impact their IT spending.
Extreme weather events due to climate change can lead to business disruptions. There may be direct climate change impacts arising from (1) physical damage to our buildings, equipment and other physical assets, (2) infrastructure disruptions, such as to the transportation network and utilities in the cities where we operate, which may severely hamper business continuity and (3) impact on employee morale and productivity due to the direct and indirect effects of extreme weather events. Extreme weather events may cause intense flooding or water shortages in cities where we operate, high local temperatures due to the occurrence of urban heat islands, increase in food and commodity prices and increase in vector-borne diseases such as cholera or malaria. We operate in major urban areas, and operating risks include disruption of power and water supply due to extreme weather events, which may negatively affect business continuity.
It may be difficult for you to enforce any judgment obtained in the United States against us, our directors or executive officers or our affiliates.
We are incorporated under the laws of India and many of our directors and executive officers reside outside the United States. A substantial portion of our assets and the assets of many of these persons are also located outside the United States. As a result, you may be unable to effect service of process upon us outside of India or upon such persons outside their jurisdiction of residence. In addition, you may be unable to enforce against us in courts outside of India, or against these persons outside the jurisdiction of their residence, judgments obtained in courts of the United States, including judgments predicated solely upon the federal securities laws of the United States.
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We have been advised by our Indian counsel that the United States and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States on civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be enforceable in India. However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States. The suit must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is possible that a court in India may not award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with Indian practice. A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount recovered.
Our stock price continues to be volatile.
Our stock price is affected by factors outside our control. A share buyback program could also affect the price of our stock and increase volatility. Such volatility could negatively impact the perceived value and stability of our equity shares and ADSs. Further, the Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of their listed securities. The Indian stock exchanges, on which our equity shares are listed, including the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), have experienced problems that, if they continue or reoccur, could affect the market price and liquidity of the securities of Indian companies, including our equity shares and ADSs. These problems in the past included temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have, from time to time, imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, disputes have occurred from time to time between listed companies and stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on market sentiment.
Any adverse revisions to India’s debt rating or failure to maintain our credit rating and ability to manage working capital, refinance and raise additional capital for future needs could adversely affect our liquidity, capital position, borrowing costs and access to capital markets.
Any adverse revisions to India’s credit ratings for domestic and international debt or our credit rating by domestic or international rating agencies could adversely impact our ability to raise additional financing, as well as the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our access to debt market, results of operations and financial condition.
Our liquidity is a function of our ability to successfully generate cash flows from a combination of efficient operations and continuing operating improvements and access to capital markets. Our operations are subject to a variety of tax, foreign exchange and regulatory capital requirements in different jurisdictions that have the effect of limiting, delaying or increasing the cost of moving cash between jurisdictions or using our cash for certain purposes. An increase in our borrowing costs, limitations on our ability to access the global capital and credit markets or a reduction in our liquidity can adversely affect our financial condition and results of operations.
Our total liquidity depends in part on the availability of funds under the revolving credit facility and our other financing agreements. The failure of any lender’s ability to fund future draws on our revolving credit facility or our other financing arrangements could reduce the amount of cash we have available for operations and additional capital for future needs.
There can be no assurance that our business, results of operations and financial condition will not be adversely affected by our incurrence of indebtedness. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our operations and generate sufficient cash flows to service such debt. In addition, the agreements that govern the terms of our indebtedness may contain a number of restrictive covenants imposing significant operating and financial restrictions. In the event that we fail in the future to make any required payment under the agreements governing our indebtedness or if we fail to comply with the financial and operating covenants contained in those agreements, we would be in default with respect to that indebtedness and the lenders could declare such indebtedness to be immediately due and payable, which could have an impact on our results of operations. There can be no assurance that we will be able to manage any of these risks successfully.
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The value of our unsecured notes due in 2026 may fluctuate.
During the year ended March 31, 2022, we issued U.S.$ 750 million in USD-denominated, senior unsecured notes due in 2026 (the “Notes”) through Wipro IT Services LLC, a wholly owned step-down subsidiary of the Company. The Notes bear interest at a rate of 1.50% per annum and will mature on June 23, 2026. The value of the Notes fluctuates based on many factors, including the methods employed for calculating principal and interest, the maturity of the Notes, the aggregate principal amount of Notes outstanding, the redemption features for the Notes, the level, direction and volatility of interest rates, changes in exchange rates, exchange controls, governmental and stock exchange regulations and other factors over which we have little or no control.
Risks Related to Legislation and Regulatory Compliance
Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements. Violation of these regulations could harm our business.
Since we provide services to clients throughout the world, we are subject to numerous, and sometimes conflicting, legal requirements on matters as diverse as import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs, anti-corruption, anti-bribery, anti-money-laundering, anti-trust, whistle blowing, internal and disclosure control obligations, securities regulation, including ESG initiatives, data protection and privacy, labor relations, wage-and-hour standards, human rights and certain regulatory requirements that are specific to our clients’ industries. Non-compliance with these regulations in the conduct of our business could result in fines, penalties, criminal sanctions against us or our officers, disgorgement of profits, prohibitions on doing business and adverse impact to our reputation. Gaps in compliance with these regulations in connection with the performance of our obligations to our clients could also result in exposure to monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process information and allegations by our clients that we have not performed our contractual obligations. Many countries also seek to regulate the actions that companies take outside of their respective jurisdictions, subjecting us to multiple and sometimes competing legal frameworks in addition to our home country rules. Due to the varying degree of development of the legal systems of the countries in which we operate, local laws might be insufficient to defend us and preserve our rights. We could also be subjected to risks to our reputation and regulatory action on account of any unethical acts by any of our employees, partners or other related individuals.
Some of our clients may operate in highly regulated sectors and/or geographies. Sanctions may be enforced on them or their key managerial personnel either before they become our clients or during the course of our work with them. While we take reasonable precautions to determine if a potential client is in the sanctioned list, our ability to screen and ensure we do not enter into contract with any such clients depends on the data available in the public domain or third party databases on sanctioned entities or personnel. If a client is subject to sanctions during the course of our work with them, such engagements may expose us to consequential sanctions, administrative action or loss of any government contracts or engagements.
We are subject to risks relating to compliance with a variety of national and local laws including multiple tax regimes, labor laws, and employee health, safety, wages and benefits laws. We may, from time to time, be subject to litigation or administrative actions resulting from claims against us by current or former employees individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violations of labor law or other alleged conduct. We may also, from time to time, be subject to litigation resulting from claims against us by third parties, including claims of breach of non-compete and confidentiality provisions of our employees’ former employment agreements with such third parties or claims of breach by us of their IP rights. Our failure to comply with applicable regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.
Also, regulation and monitoring of the Indian securities markets and the activities of investors, brokers and other participants may differ as compared to that of the United States. The Securities and Exchange Board of India (“SEBI”) has prescribed regulations and guidelines in relation to corporate governance, disclosure requirements, insider dealing and other matters relevant to the Indian securities market. There may, however, be less publicly available information about Indian companies than is regularly made available by public companies in the United States.
Failure to meet ESG standards or achieve our ESG goals could adversely affect our business or damage our reputation.
There is increased focus on companies’ ESG policies and initiatives, which include addressing risks arising out of climate change, water stress, environmental and community management practices, employee policies, cybersecurity and data privacy, anti-bribery and anti-corruption practices and compliance with relevant laws and regulations.
In a market with heightened awareness of climate change, aligning business with the evolving trends is an important factor affecting the success of the Company. As a member of the global IT/digital supply chain, we are subject to strategic risks if our ESG goals on climate action are not aligned to the Paris Agreement on climate change.
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We are subject to, and expect to become increasingly subject to, laws and regulations relating to ESG, including the EU’s Corporate Sustainability Reporting Directive (CSRD) and California's climate change disclosure requirements. As these new laws, regulations and similar initiatives and programs continue to be adopted and implemented, we will be required to comply or potentially face market access limitations, enforcement actions, civil suits or sanctions, including fines. If new laws or regulations are more stringent than current legal or regulatory requirements, we may experience increased compliance burdens and costs to meet such obligations. If we fail to comply with new laws, regulations, or reporting requirements, our reputation and business could be adversely impacted.
Implementing our ESG strategy requires a strong governance framework including responsible practices and commitment on business ethics, compliance, quality, transparency and anti-corruption. Any failure in governance, performance management or ESG strategy execution could lead to us being unable to meet our ESG goals, and any failure to achieve our commitments to various ESG initiatives, including our goals for sustainability and inclusion and diversity, could harm our reputation and adversely affect our client relationships, access to capital and long-term financial stability, or our ability to recruit and retain high quality talent efforts.
At the same time, an increasing number of stakeholders, regulators and lawmakers have expressed or pursued contrary views, legislation and investment expectations with respect to ESG ratings and goals, including the enactment or proposal of “anti-ESG” legislation, regulation or policies, which may expose us to additional legal, financial or reputational risks based upon our ESG goals and disclosures.
Changes in corporate income tax rates and removal of Special Economic Zones (“SEZs”) and other benefits in India could result in an increase in our effective tax rate.
Currently, we benefit from tax incentives under Indian tax laws. We qualify for a deduction from taxable income on profits attributable to our status as a developer of SEZs or from operation of units located in SEZs. The tax deduction for SEZ developers is available for any 10 consecutive years out of 15 years, commencing from the year in which the SEZ is notified. The tax deduction for a unit in an SEZ is equal to 100% of profits from the export of services for the first five years after the commencement of operations in the SEZ, and thereafter is equal to 50% of profits from the export of services for a subsequent period of ten years, subject to meeting specified re-investment conditions and earmarking of specified reserves in the last five years. This tax deduction will terminate if our operations are no longer located in an SEZ, fail to comply with rules required for an SEZ or fail to meet certain conditions prescribed under the Income-tax Act, 1961 (“Income-tax Act”) of India. These tax benefits of units are conditioned upon our ability to generate positive net foreign exchange within five years of the commencement of our operations in the SEZ. If we fail to generate positive net foreign exchange within five years, or thereafter fail to maintain it, we will be subject to penalties under the Foreign Trade (Development and Regulation) Act, 1992. The maximum penalty that may be imposed is equal to five times the gross value of the goods and services that we purchase with duty exemptions. Any new SEZ which commences operation on or after April 1, 2021 will not be entitled to any special tax exemption.
In 2019, the GoI amended the Income-tax Act by enacting The Taxation Laws (Amendment) Ordinance, 2019, and has provided an option for companies to pay tax at a lower rate of 22% (plus surcharge and cess) by forgoing all the deductions available under Chapter VI-A and other profit-linked deductions under the Income-tax Act. This option, if exercised, is irrevocable and the corresponding minimum alternate tax (“MAT”) credit will lapse. We have evaluated the option and have decided to continue under the existing regime and not to avail ourselves of the lower tax rate. In the future, if we opt for the lower tax rate, it may lead to an increase in tax outflow and the MAT credit available will lapse.
The Finance Act (No.2) 2024 has abolished buy-back tax payable by companies. The onus of taxation on said income has been shifted to shareholders. The proposed changes went into effect on October 1, 2024. See “Taxation - Buyback of Securities” under Item 10 of this Annual Report on Form 20-F for further information.
We operate in jurisdictions that impose transfer pricing and other tax related regulations on us, and any changes in the regulations or failure to comply could materially and adversely affect our profitability.
We are required to comply with various transfer pricing regulations in India and other countries. Failure to comply with such regulations may impact our effective tax rates and consequently affect our net margins. Additionally, we operate in several countries and our failure to comply with the local tax regime may result in additional taxes, penalties and enforcement actions from local authorities. In the event that we do not properly comply with transfer pricing and tax-related regulations, our profitability may be adversely affected.
Section 59A of the U.S. Internal Revenue Code imposes a tax equal to the “base erosion minimum amount” on certain “applicable taxpayers.” This may have an impact on payments made to non-US corporations if they do not meet the exemption criteria.
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Taxation laws are susceptible to frequent changes. Increase in tax rates in any of the major countries that we operate in could materially affect our Effective Tax rates. The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions. The Organization for Economic Co-operation and Development (“OECD”), a global coalition of member countries, further developed a two-pillar plan to reform international taxation and implement a 15% global minimum tax on multinational corporate groups. The plan aims to prevent the proliferation of separate new digital taxes and to ensure a fairer distribution of profits among countries by creating a new global system to tax income based on the location of users, and to impose a floor on tax competition through the introduction of a global minimum tax. EU member states agreed to implement the OECD’s global corporate minimum tax rate of 15%. Other countries are also actively considering changes to their tax laws to adopt certain parts of the OECD’s two-pillar framework. The United States has recently explicitly rejected the application of the two-pillar framework, and has threatened to impose retaliatory taxes or take other retaliatory measures if U.S. persons are subject to certain taxes under those regimes. These and other changes may materially increase the level of income tax on our international profits.
In India, changes in taxation law are announced on an annual basis in February, when the Union Budget is presented. These changes in law may affect the accuracy of our estimated tax obligations, or the obligations of holders of our equity shares and ADSs. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities and those authorities may not agree with positions taken by us on our tax returns. Although we believe that our estimates are reasonable, there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our historical income tax provisions and accruals.
Our ability to invest outside India, including acquiring companies organized outside India, depends on the approval of the GoI and/or the RBI. Our failure to obtain approval from the GoI for the acquisition of companies organized outside India may restrict our international growth, which could negatively affect our revenue.
The Ministry of Finance of the GoI (the “Ministry of Finance”) and/or the RBI must approve our acquisition of any company organized outside of India or grant general or special permission for such acquisition. The RBI permits acquisitions of companies organized outside India by an Indian party without approval, inter alia, in the following circumstances:
However, any financial commitment exceeding U.S.$ 1 billion or its equivalent in a financial year would require prior approval of the RBI even if the total financial commitment of the Indian party is within 400% of the net worth as per its latest audited financial statements. Further, our investments in foreign operations may be subject to restrictions imposed by the RBI. We cannot assure you that any necessary approval from the RBI or the Ministry of Finance or any other Government agency can be obtained. Our failure to obtain such approvals from the GoI for acquisitions of/investments in companies organized outside India may restrict our international growth, which could negatively affect our revenue.
Risks Related to the ADSs
Political, social and economic developments in and affecting India may affect the prices of our equity shares and ADSs.
We are incorporated in India, and a substantial portion of our assets and our employees are located in India. Consequently, our financial performance and the market price of our ADSs will be affected by political, social and economic developments affecting India, GoI policies such as taxation and foreign investment policies, GoI currency exchange control and changes in exchange rates and interest rates.
Sale of our equity shares may adversely affect the prices of our equity shares and ADSs.
Sale of substantial amounts of our equity shares in the public market, including sales by insiders, or the perception that such sales may occur, could adversely affect the prevailing market price of our equity shares or our ADSs or our ability to raise capital through an offering of our securities. In the future, we may also sponsor the sale of shares currently held by some of our shareholders, or issue new shares. We can make no prediction as to the timing of any such sales or the effect, if any, that future sales of our equity shares, or the availability of our equity shares for future sale, will have on the market price of our equity shares or ADSs prevailing from time to time.
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The GoI has notified implementation of the Depository Receipts Scheme, 2014, which permits liberalized rules for sponsored and unsponsored secondary market issue of depository receipts up to the sectorial cap of foreign investment as per the prescribed regulations. SEBI introduced a framework for issuance of depository receipts by companies listed or to be listed in India (“DR Framework”), through its circular dated October 10, 2019. The DR Framework, as amended from time to time, sets out requirements for issuance of depository receipts in addition to the requirements under the Companies Act, 2013 (as defined below) and rules thereunder, the Depository Receipts Scheme, 2014 and the foreign exchange regulations. Regulators like the RBI, Ministry of Corporate Affairs (“MCA”), Ministry of Finance and SEBI have also issued guidelines and regulations to operationalize the framework for issuance of depository receipts by listed entities. Further amendments and requirements may also be notified from time to time. Once the regulations are fully operationalized, our shares can be freely convertible into depository receipts, which would impact the share price and available float in the Indian stock exchanges as well as the price and availability of ADSs on the New York Stock Exchange (the “NYSE”).
Indian law imposes foreign investment restrictions that limit a holder’s ability to convert equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.
Under certain circumstances, the RBI must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The RBI has given general permission to effect sales of existing shares or certain other capital instruments of an Indian company by a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally, except under certain limited circumstances, if an investor seeks to convert the Indian Rupee proceeds from a sale of equity shares in India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain additional approval from the RBI for each transaction. Required approval from the RBI or any other government agency may not be obtained on terms which are favorable to a non-resident investor or may not be obtained at all.
Pursuant to the provisions of the Companies Act, 2013, where the name of a person is entered in the register of members as a registered owner of shares but such person does not hold the beneficial interest in such shares, both the registered owner and the beneficial owner of such equity shares are required to disclose to the company the nature of their interest, particulars of the person in whose name the shares stand registered in the books of company and certain other details. Investors who exchange ADSs for the underlying equity shares of the company may be subject to the provisions of the Companies Act, 2013 and to the disclosure obligations that may be necessary pursuant to the Deposit Agreement, as amended (the “Deposit Agreement”), by and among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders (as defined in the Deposit Agreement) and Beneficial Owners (as defined in the Deposit Agreement) from time to time party thereto. Any person who fails to comply with beneficial ownership disclosure requirements under the Companies Act, 2013 may be liable for a fine of up to ₹ 50,000 and where failure is a continuing one, with a further fine up to ₹ 1,000 for each day such failure continues, subject to a maximum of ₹ 200,000. Such restrictions on foreign ownership of the underlying equity shares may cause our ADSs to trade at a premium or discount to the equity shares. Such restrictions may change in the future, including under the Depository Receipt Scheme, 2014 and the DR Framework, and may affect the trading value of our ADSs relative to our equity shares.
The price of our ADSs and the U.S. Dollar value of any dividends we declare may be negatively affected by fluctuations in the U.S. Dollar to Indian Rupee exchange rate.
Our ADSs trade on the NYSE in U.S. Dollars. Since the equity shares underlying the ADSs are listed in India on the BSE and the NSE and trade in Indian Rupees, the value of the ADSs may be affected by exchange rate fluctuations between the U.S. Dollar and the Indian Rupee. In addition, dividends declared, if any, are denominated in Indian Rupees, and therefore the value of the dividends received by the holders of ADSs in U.S. Dollars will be affected by exchange rate fluctuations. If the Indian Rupee depreciates against the U.S. Dollar, the price at which our ADSs trade and the value of the U.S. Dollar equivalent of any dividend will decrease accordingly.
Our ADSs have at times traded at a significant premium to the trading prices of our underlying equity shares on Indian stock exchanges, but may not do so in the future.
In the past, our ADSs have at certain times traded at a premium to the trading prices of our underlying equity shares on Indian stock exchanges due to the relatively small portion of our market capitalization represented by ADSs, restrictions imposed by Indian law on the conversion of equity shares into ADSs, and the potential preference of some investors to trade securities listed on U.S. exchanges. The completion of any additional secondary ADS offering will increase the number of our outstanding ADSs. Further, the restrictions on the issuance of ADSs imposed by Indian law may be relaxed in the future, including by the Depository Receipts Scheme, 2014 and the DR Framework. Over a period of time, investor preferences may also change. Currently our ADSs do not trade at a premium to the trading prices of our underlying equity shares on Indian stock exchanges. However, in the future, if there is any premium of our ADSs as compared to the trading prices of our underlying equity shares on Indian stock exchanges, that premium may again be reduced or eliminated.
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Holders of ADSs are subject to the Securities and Exchange Board of India’s Takeover Code with respect to their acquisitions of ADSs or the underlying equity shares, and this may impose requirements on such holders with respect to disclosure and offers to purchase additional ADSs or equity shares.
The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Code”) is applicable to publicly listed Indian companies such as Wipro and to any person acquiring our equity shares or voting rights in our company, including ADSs.
Under the Takeover Code, persons who acquire 5% or more of the shares of a company are required, within two working days of such acquisition, to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed.
Additionally, holders of 5% or more of the shares or voting rights of a company who acquire or dispose of shares representing 2% or more of the shares or voting rights of the company must disclose, within two working days of such transaction their revised shareholding to the company and to the stock exchanges on which the shares of the company are listed. This disclosure is required even if the transaction is a sale which results in the holder’s ownership falling below 5%. The Takeover Code may also impose conditions that discourage a potential acquirer, which could prevent an acquisition of our company in a transaction that could be beneficial for our equity holders.
An investor in our ADSs may not be able to exercise preemptive rights for additional shares and may thereby suffer dilution of his or her equity interest in us.
Under the Companies Act, 2013, a company incorporated in India must offer its holders of equity shares preemptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless such preemptive rights have been waived by three-fourths of the shares voting on the resolution to waive such rights. Holders of ADSs may be unable to exercise preemptive rights for the equity shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to prepare and file such a registration statement, and our decision to do so will depend on the costs and potential liabilities associated with any such registration statement, as well as the perceived benefits of enabling the holders of ADSs to exercise their preemptive rights, and any other factors we consider appropriate at the time. No assurance can be given that we would file a registration statement under these circumstances. If we issue any such securities in the future, such securities may be issued to the Depositary, which may sell such securities for the benefit of the holders of the ADSs. There can be no assurance as to the value, if any, the Depositary would receive upon the sale of such securities. To the extent that holders of ADSs are unable to exercise preemptive rights granted in respect of the equity shares represented by their ADSs, their proportional interests in the Company would be diluted.
ADS holders may be restricted in their ability to exercise voting and other rights.
At our request, the Depositary will mail to you any notice of shareholders’ meeting received from us along with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary receives voting instructions from you prior to such shareholders’ meeting, relating to matters that have been forwarded to you, it will endeavor to vote the securities represented by your ADSs in accordance with such voting instructions. However, the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure that you will receive voting materials in time to enable you to return voting instructions to the Depositary in a timely manner. Securities for which no voting instructions have been received will not be voted. There may be other communications, notices or offerings that we only make to holders of our equity shares, which will not be forwarded to holders of ADSs. Accordingly, you may not be able to participate in all offerings, transactions or votes that are made available to holders of our equity shares including share buyback programs in which the Company buys back equity shares. Because ADS holders may not directly participate in the share buyback program, a notice of such program must be mailed to all ADS holders in advance of the program in order to give the ADS holders who want to participate, the opportunity to convert their ADSs into equity shares.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequence to U.S. holders.
Based on the current price of our ADSs and the composition of our income and assets, we do not believe that we are a Passive Foreign Investment Company (“PFIC”) for U.S. federal income tax purposes for our current taxable year ended March 31, 2025. However, a separate determination must be made after the close of each taxable year as to whether we are a PFIC. We cannot assure you that we will not be a PFIC for any future taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held an equity share or an ADS, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. See “Taxation—Material United States Federal Tax Consequences—Passive Foreign Investment Company”.
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Generic Risks
If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.
We are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issue an attestation report on the effectiveness of the company’s internal control over financial reporting.
We recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the NYSE or other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.
Changes in financial reporting standards, management’s use of accounting estimates may affect our operating results and financial position.
To comply with IFRS, management is required to make various accounting estimates, judgments and assumptions. The facts and circumstances on which management bases these estimates, judgments, assumptions, and management’s judgment of the facts and circumstances, may change from time to time and this may result in significant changes in the estimates, with an impact on our assets or income. Current and future accounting pronouncements and other financial reporting standards may adversely affect the financial information we present. We regularly monitor our compliance with all of the financial reporting standards that are applicable to us and any new pronouncements that are relevant to us. Findings of our monitoring activity or new financial reporting standards may require us to change our internal accounting policies and to alter our operational policy so that it reflects new or amended financial reporting standards. We cannot exclude the possibility that this may have a material impact on our assets, liabilities, income, expenses or cash flows. For a summary of material accounting policies, refer to Note 3 of the Notes to the Consolidated Financial Statements section.
Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.
Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Act, new SEC regulations, NYSE rules, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (“Insider Trading Regulations”), the Indian Companies Act, 2013 (“Companies Act, 2013”) and the Foreign Exchange Management Act, 1999 are creating uncertainty for companies like ours and adding complexity to our corporate compliance regime. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.
We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and significant management time and attention. In addition, the new laws, regulations and standards regarding corporate governance may make it more difficult for us to obtain or maintain directors’ and officers’ liability insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may face difficulties attracting and retaining qualified board members and executive officers, which could harm our business. In certain instances, the compliance requirements under the SEBI Listing Regulations, the Companies Act, 2013, and the rules under the NYSE are more onerous than those under the Sarbanes-Oxley Act. For example, our Board of Directors (the “Board”) is required to state that they have established internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. Additionally, under the SEBI Listing Regulations, the Chief Executive Officer, the Managing Director or a full time director appointed under the Companies Act, 2013 and the Chief Financial Officer are required to certify to the Board that (i) they accept responsibility for establishing and maintaining internal controls for financial reporting, (ii) that they have evaluated the effectiveness of the internal control systems of the company pertaining to financial reporting, and (iii) they have disclosed to the auditors and the Audit Committee any significant changes in internal control over financial reporting during the year, instances of significant fraud of which they have become aware and the involvement therein, if any,
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of the management or an employee having a significant role in the company’s internal control system over financial reporting, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.
Furthermore, with respect to material related party transactions, the Company is required to obtain approval from its non-controlling shareholders if the controlling shareholders are related parties. Obtaining the approval of non-controlling shareholders is not guaranteed and may be time consuming, which could affect the Company’s ability to carry out the decisions of the Board in a timely manner.
If we fail to comply with new or changed laws or regulations and standards, or unintentionally disclose unpublished price sensitive information, our business and reputation may be harmed.
Global pandemics may have a significant adverse impact on our business and results of operations.
Global pandemics may cause significant loss of life and result in curtailment of economic activities across the world as local administrations and governments seek to limit spread of the disease, potentially through lockdown policies, restriction on business activities and business shutdowns. This may adversely impact the demand for our offerings, our service delivery and our business in certain sectors, countries and service offerings. Further, macroeconomic conditions caused by a pandemic may result in financial difficulties for our clients, including limited access to the credit markets, insolvency or bankruptcy. Such conditions could cause clients to delay payment, request modifications of their payment terms, or default on their payment obligations to us, all of which could increase our receivables (including contract assets and unbilled receivables) and negatively impact our liquidity and cash generated from operations. A pandemic may impact our ability to deliver services to clients, and any volatile regional and global economic conditions stemming from a pandemic could materially adversely impact our business. If we are not able to respond to and manage the impact of such events effectively, our business or the price of our equity shares or ADSs may be adversely impacted.
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Item 4. Information on the Company
Company Overview
Wipro Limited is a leading information technology (“IT”) services and consulting company, focused on building innovative solutions that address clients’ most complex digital transformation needs. From GenAI and cloud computing to data, from silicon chip design to blockchain, our consultants, analysts, designers, and engineers work on solutions that unlock our clients' boldest ambitions.
With over 230,000 dedicated employees (including support functions) across six continents, we deliver on the promise of helping our customers, colleagues and communities thrive in an ever-changing world. Our transformation continues as we become an AI-first organization. With our Lab45 GenAI platform and the Wipro Enterprise GenAI (“WeGA”) acceleration studio, we help our clients unlock business value from AI, all within responsible AI guardrails.
History and Development of the Company
Wipro was incorporated on December 29, 1945, as Western India Vegetable Products Limited under the Indian Companies Act, VII of 1913, which was superseded by the Companies Act, 2013. Today, Wipro is a public limited company deemed to be registered under the Companies Act 2013, and is registered with the Registrar of Companies, Bengaluru, Karnataka, India as Company No. 20800. In 1946, we held our initial public offering in India of our equity shares. In October 2000, we raised capital in the initial U.S. public offering of ADSs that were listed on the NYSE. We are listed on the NSE and BSE in India and Wipro’s ADSs are listed on the NYSE. Wipro is a constituent of the Nifty 50 and the NYSE TMT Indices. Our registered office is in Bengaluru, India. The senior management operates from local offices in key regions of operations such as North America, Europe, the United Kingdom, Australia, Latin America, and Asia as well as from Bengaluru, India.
We began business as a vegetable oil manufacturer in 1945 in Amalner, Maharashtra, India and later expanded into manufacturing soaps and other consumer care products. During the late 1970s and early 1980s, under the leadership of Azim H. Premji, the Company further expanded into the IT industry in India. We began selling personal computers in India in 1985. In the 1990s, the Company leveraged its hardware expertise and began offering software services to clients across the world. During the 2000s, our IT business scaled significantly by acquiring new clients, scaling relationships with existing customers and acquiring capabilities in emerging technologies, assets in focus markets and local talent in new geographies. In 2013, we demerged our non-IT business segments to focus solely on our IT business.
Over the last few years, we have transformed our portfolio of services to focus on areas such as digital, cloud, engineering services and cybersecurity by investing in new technologies organically as well as through acquisitions. Our range of services includes digital strategy, customer-centric design, consulting, infrastructure services, business process services, research and development (“R&D”), cloud, mobility and advanced analytics and product engineering. We offer our customers a variety of commercial models including time and material, fixed-price, capacity based, pay-per-use, as-a-service, and outcome-based models. We offer all these services and models globally by leveraging our proprietary products, platforms, partnerships and solutions.
Our logo represents the deep connectedness between people, ideas, communities and the environment. We believe the synergy among these various elements is what drives transformation at Wipro. Our brand promises to bring a pioneering, entrepreneurial, innovative spirit to solve complex business problems for our customers.
The Spirit of Wipro is at our core, and it continues to guide our actions, fuel our passion for serving our customers, and encourage us to drive positive change in our world. We believe in exploring limitless possibilities when our customer’s ambition meets the action of our innovative and talented workforce. These values are our bedrock. Our character and destinies are energized by our values:
While our Company has transformed many times over the years, the Spirit of Wipro and our core values have remained constant. We have introduced the ‘Five Habits’, which are our values in action:
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Our business is comprised of the IT Services and IT Products segments.
Our IT Services segment consists of four Strategic Market Units (“SMUs”) and four Global Business Lines (“GBLs”). The four SMUs are Americas 1, Americas 2, Europe, and Asia Pacific, Middle East, and Africa (“APMEA”).
During the year ended March 31, 2025, our four GBLs were Wipro FullStride Cloud, Wipro Enterprise Futuring, Wipro Engineering Edge and Wipro Consulting. Our GBL model reflects the Company’s continued pivot toward strategic areas and its focus on leveraging the power of ‘One Wipro’ to deliver on our clients’ entire spectrum of business and technology transformation goals. This will accelerate speed-to-market, streamline decision making and allow us to channel investments more effectively and efficiently.
Effective April 1, 2025, we have re-aligned our GBLs into: Technology Services, Business Process Services, Consulting Services and Engineering. This re-alignment will allow us to serve our clients better and deliver tailored, high-impact transformation through consulting-led and AI-powered solutions.
We organize our customer-facing functions of sales, marketing and business development into teams that focus primarily on the four SMUs and service offerings, enabling us to deliver services to customers based on deep domain insight. Our customer-facing functions in each SMU are predominantly locally staffed.
There has not been any indication of any public takeover offers by third parties in respect of the Company’s shares or by the Company in respect of other companies’ shares during the last and current fiscal years.
Wipro Limited’s registered office is located at Doddakannelli, Sarjapur Road, Bengaluru, Karnataka 560 035, and the telephone number of the registered office is +91-80-28440011. Our website is https://www.wipro.com. The name and address of Wipro’s registered agent in the United States is CT Corporation System, located at 28 Liberty Street, New York, New York 10005. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
Capital Expenditures and Divestitures
Acquisitions (“M&A”)
In the last three fiscal years, we have completed several mergers and acquisitions, including the acquisitions of:
Please see Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding our acquisitions.
Divestitures
During the year ended March 31, 2023, we sold 100% of the membership interest in Wipro Opus Risk Solutions LLC, which is accounted for using the equity method. There were no divestitures during the years ended March 31, 2024 and 2025.
Capital Expenditure
We incurred total cash outflow of ₹ 14,834 million, ₹ 10,510 million and ₹ 14,737 million during the fiscal years ended March 31, 2023, 2024 and 2025, respectively. We incurred these capital expenditures primarily on new software development facilities in India and investments in IT assets. As of March 31, 2025, we had contractual commitments of ₹ 8,719 million related to capital expenditures on construction or expansion of software development facilities and investments in IT assets.
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Industry Overview
IT Services
According to the Strategic Review 2025 published by NASSCOM (the “NASSCOM Report”), global IT services spending grew at 4.7% year-over-year in the calendar year 2024. Growth was driven primarily by enterprises prioritizing operational excellence initiatives given the tough macroeconomic environment. With stabilizing inflation, a cooling labor market, and interest rate cuts, technology spending is expected to improve. Enterprises are expected to focus on scaled adoption of AI with outcome-driven use cases and invest in technology refresh as a precursor to the same.
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.
According to 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 AI-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 in India to be a significant opportunity for the Indian IT services sector.
The NASSCOM Report estimates Engineering and R&D (“ER&D”) services to grow by 7% year-over-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 (AE) and Digital Engineering (DE) appeared as key themes showing a rise of approximately three times and two times year over year.
According to the NASSCOM Report, in calendar year 2025, 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 (“ML”) (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.
However, the recent tariff announcements have resulted in heightened uncertainty and have impacted the demand environment in certain sectors. Considering this, we expect our clients to take a more measured approach on their IT spending and continue to focus on cost optimization, which may result in more cost takeout and vendor consolidation deals. However, the underlying demand for technology re-invention remains strong, and we believe the current situation will gradually stabilize as more clarity emerges.
IT Products
According to the NASSCOM Report, the overall revenue for the hardware industry is expected to be U.S.$ 19.3 billion in fiscal year 2025 with the domestic market estimated to grow by 5.9% reaching U.S.$ 18.8 billion, driven by demand from the commercial and consumer segments. The growth in the commercial segment is driven by enterprise demand for IT devices refreshment.
Business Overview
Celebrating over 75 years of innovation, Wipro is a purpose-driven, global technology services and consulting firm 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 Wipro 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', Wipro aims to achieve the goal of zero-carbon emissions worldwide by 2040.
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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.
As part of our solutions, we bring together our deep industry knowledge, technology expertise, best of breed partners and start-ups, and hyper-scaler capabilities to solve the most complex problems for our clients.
At Wipro, 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.
Our Business Strategy
Our strategy is defined in the context of our five strategic priorities:
We drive growth in our core markets across the Americas, Europe and APMEA. In each market, we have prioritized specific sectors such as “Banking and Financial Services (BFSI)”, “Consumer”, “Health”, “Energy, Manufacturing and Resources”, and “Technology and Communications” to drive market leadership with our consulting-led approach. Our choice of sectors and industries in a market is driven by both market attractiveness and our competitive positioning and strengths.
We remain committed to investing and scaling our large accounts by driving greater value, increasing wallet share and expanding into new lines of business. In addition, we are focusing on untapped clients presenting new business opportunities within our prioritized sectors to drive account growth while strengthening relationships, increasing profitability, and fostering long-term growth.
We are focused on accelerating our growth by securing large deals by leveraging our strong relationships with advisors, partners, and other ecosystem stakeholders. We continue to drive rigor and focus by investing in dedicated pursuit teams in our units, enabling them with differentiated solutions, propositions, and commercial constructs.
We are driving strategic programs with our partners to create large transformational opportunities and accelerate demand in prioritized sectors. We continue to co-invest, co-innovate, and co-create with our partners to deliver leading-edge solutions and business value across technologies like AI and GenAI, ML, industry and context-specific digital solutions, industry cloud, cloud-led transformation and cloud-native architectures. Our AI and cloud transformative innovation is being done collaboratively at our global innovation studios and centers. Our top strategic partners include hyperscalers, industry-leading platforms, and AI companies like Amazon Web Services, Microsoft, Google, IBM, SAP, and ServiceNow.
We are also bringing cutting edge capabilities from the ecosystem to our clients through our Wipro Ventures investments in early to mid-stage start-ups. We continue to invest in GenAI/AI startups building leading-edge infrastructure and applications across various domains like cybersecurity, business process automation, and software engineering solutions.
As of March 31, 2025, Wipro Ventures manages 25 active investments. In addition to direct equity investments in emerging startups, Wipro Ventures has invested in 10 enterprise-focused venture funds: B Capital, Boldstart Ventures, Glilot Capital Partners, GTM Fund, Nexus Venture Partners, Pi Ventures, Sorenson Ventures, SYN Ventures, TLV Partners, and Work-Bench Ventures.
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We take a consulting-led, AI-powered approach to deliver holistic solutions for our clients across industry specific and cross industry areas. We differentiate ourselves by taking an integrated offering-led approach, bringing together the best of Wipro addressing clients’ strategic priorities and challenges while reimagining processes and experiences for end clients.
Each solution is targeted towards solving a specific client business challenge. For example, our ‘AI-based Wealth and Asset Management’ industry solution harnesses AI-driven analytics to deliver customized wealth management guidance, optimize client satisfaction, and maximize financial returns for global wealth management organizations. Our ‘Telecom Managed Network Services’ industry solution leverages our Wipro TelcoAI360 platform and brings a consulting-led approach for end-to-end (“E2E”) transformation and managed services to accelerate time-to-market, enhance operational efficiency, and deliver superior enterprise experiences.
With our consulting-led approach, we combine industry domain knowledge with digital-first transformation principles to address strategic priorities of our clients. Wipro’s consulting arm integrates the expertise from in-house domain experts and strategic acquisitions, enhanced by our local delivery capabilities.
We are committed to nurturing a diverse and global talent pool specializing in industry domain, consulting, design, market development, and technology. Our senior leadership team across markets, global business lines, and functions reflects diversity with a balanced mix of lateral hires and internally promoted high-performing leaders.
We are cultivating exceptional leadership through our Wipro Leadership Institute (WLI), helping leaders reinvent themselves, transform their teams and organizations by building knowledge, skills, and behavior to achieve bold ambitions. Through accelerated learning journeys and tailored programs like PRISM and GAP, we nurture a unified Wipro mindset centered on client success.
We continue to invest in building capabilities aligned to business solutions in areas such as consulting, strategy, architecture, and domain and leading technologies such as AI, GenAI, data sciences, cybersecurity, and engineering. To grow our talent, we are upskilling and reskilling them in client relevant areas through practices and account academies and digital learning platforms. We are also working with our partner ecosystem to enable skilling through certifications and hands-on learning on their platforms.
We are actively building an AI-ready workforce covering over 230,000 employees by fostering an AI-first mindset and equipping them with essential AI skillsets and toolsets. We have enabled over 50 AI learning pathways tailored to varied proficiency levels for our business and technical associates. We aspire to excel in AI technologies and drive AI-innovation, service delivery transformation and efficiency. Across our delivery teams, we have over 20,000 associates leveraging AI developer tools, boosting our overall productivity.
In addition, we have dedicated mentoring programs for succession planning, and we continue to practice function rotation for better business understanding. We have enabled an AI-driven career planning, learning and mentoring platform, iAspire, that offers recommendations on learning journeys based on the employee’s skillset, experience, and career aspirations.
We continue to drive a culture of performance, ambition and business growth supported by the Spirit of Wipro, the Five Habits, and the Wipro Leadership Mindset. Our Five Habits are our values in action, making our work environment more inclusive and cohesive, helping build trust and camaraderie, and driving a growth mindset. Our unflinching commitment to integrity and strong culture of ethics enable us to fulfil our commitment and build trust with our clients and investors.
We are deeply committed to solving business problems for our clients. The client-first mindset is core to our strategy that is driven by five key pillars:
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Our growth will be supported by our focus on AI and M&A
Through “AI-powered Wipro” we aim to build AI-first leadership mindsets, enhancing employee AI skillsets, and empowering teams with advanced AI technologies and tools while being custodians of responsible AI usage.
Through M&A, we capture high-potential market opportunities aligned with our priority areas. Our strategic acquisitions in the U.S., Europe, and India have strengthened our presence, enhanced our capabilities, and improved our market positioning.
Operating Segment Overview
Our business comprises of the IT Services and IT Products segments. Our revenues for the last three fiscal years by business segment are as follows:
Year ended March 31,
2023
2024
2025
(₹ in millions)
903,301
893,816
888,224
6,047
4,127
2,692
909,348
897,943
890,916
For the fiscal year ended March 31, 2025, the IT Services segment generated 99.7% of our revenue and 100.2% of our operating income. For the same period, the IT Products segment generated 0.3% of revenue and (0.1%) of operating income, and Reconciling Items constituted (0.1%) of our operating income.
Our revenues for the last three fiscal years by country are as follows:
India
25,115
23,484
20,699
United States of America
506,690
512,740
529,943
United Kingdom
113,023
108,613
95,241
Rest of the world
264,520
253,106
245,033
Additionally, we provide our IT Services segment revenue and results by SMUs. Please refer to Note 33 of the Notes to Consolidated Financial Statements for additional information regarding our segments.
IT Services Offerings
During the year ended March 31, 2025, our IT Services offerings were organized through four GBLs – Wipro FullStride Cloud, Wipro Enterprise Futuring, Wipro Engineering Edge, and Wipro Consulting.
Wipro FullStride Cloud
The Wipro FullStride Cloud GBL brings Wipro’s entire suite of cloud capabilities under a fully integrated, full stack offering accelerating business transformation, boosting productivity, simplifying processes, and increasing efficiency by harnessing the power of AI. Cloud-native applications, cloud architecture, app modernization, cloud strategy and migration, as well as hybrid cloud, data center, digital workplace and infrastructure security constitute a comprehensive set of services to transform business operations and drive growth. We build powerful and differentiated solutions for our clients looking to accelerate their digital transformation journey with cloud. The Wipro FullStride Cloud GBL includes:
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Wipro Enterprise Futuring
The Wipro Enterprise Futuring GBL offers clients forward-looking, AI-powered solutions for large-scale enterprise transformation by bringing together intelligence insights, enterprise data and applications platforms, digital operations, cybersecurity, and design and experience services. The Wipro Enterprise Futuring GBL includes:
Wipro Engineering Edge
The Wipro Engineering Edge GBL empowers clients to innovate at scale, build a competitive edge in the market, and deliver value at every stage of the product or platform lifecycle. Our capabilities include some of the most foundational technologies that are reshaping the world today, such as AI, 5G, silicon engineering, and cloud engineering.
Our comprehensive engineering and R&D ecosystem spans a wide portfolio, including an international strategic product-design house, a leader in semiconductor and systems design, and a world-class lab facility. Our sector-specific software product designers, process experts, and engineers work across different product life-cycle stages for our clients. The Wipro Engineering Edge GBL includes:
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Wipro Consulting
Wipro Consulting helps business leaders respond to their customers’ needs by driving digital-first transformation, from operations to technologies to people, evaluating customers’ problems, and crafting innovative solutions that involve the use of technologies like the cloud, AI, 5G, and robotic automation. It brings together Capco, Wipro’s Domain and Consulting business and Aggne, driving enhanced experience sharing.
Effective April 1, 2025, we have re-aligned our GBLs into Technology Services, Business Process Services, Consulting Services, and Engineering.
This re-alignment allows us to serve our clients better and deliver tailored, high-impact transformation through consulting-led and AI-powered solutions.
IT Services Clients
We service clients from a broad array of industry sectors. Several of our clients engage our services across multiple service offerings. We seek to increase business with our existing clients by expanding the type and range of services we can provide to them. The table below sets forth the number of our clients as measured by revenues.
Number of clients in
Per client revenue (U.S.$)
1-3 million
330
332
318
3-5 million
121
109
5-50 million
262
256
245
50-100 million
34
23
27
> 100 million
19
22
17
Total > 1 million
766
741
716
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The largest client of our IT Services business accounted for 3.2%, 3.0%, and 4.3% of revenues from the IT Services business as a whole for the years ended March 31, 2023, 2024, and 2025, respectively. The five largest clients of our IT Services business accounted for 12.9%, 13.0%, and 14.0% of our total IT Services revenues for the years ended March 31, 2023, 2024, and 2025, respectively.
IT Services Sales and Marketing:
Wipro sells technology services in 65 countries through locally staffed sales teams aligned with specific industries and geographies. Our sales teams including Global Account Executives (“GAEs”), serve as trusted partners to our clients in their transformation journeys. We combine global expertise with local know-how and a business-led, client-centric approach to support our clients’ businesses, leveraging latest technologies and innovations.
Through AI-powered, consulting-led solutions, we help our clients transform their businesses to drive better efficiencies and generate new growth opportunities. Our success as trusted partners to our clients is dependent on:
Our marketing team complements our sales teams across the sales funnel by increasing market awareness, creating interest in our solutions and offerings, improving consideration by clients, analysts, and partners, and improving win rates in large and midsize deals.
All the activities carried out through marketing are aimed at expanding and serving our market, including growing our customer base, solidifying our relationships, and enhancing our brand and reputation.
IT Services Competition
The market for IT services is competitive and rapidly changing. Our competitors in this market include global consulting firms, IT services companies, and local, and niche services providers.
The following factors differentiate us from our competition:
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IT Services SMUs structure
Our IT Services segment consists of four SMUs - Americas 1, Americas 2, Europe and APMEA. Americas 1 and Americas 2 are primarily organized by industry sector, while Europe and APMEA are organized by countries.
The SMUs in Europe and APMEA will be responsible for all industry sectors in these regions. SMUs are our primary go-to-market teams and seek to scale local strategic clients and drive large deal wins.
Revenue from each customer is attributed to the respective SMU, based on the location of the customer’s primary buying center of such services. With respect to certain strategic global customers, revenue may be generated from multiple countries based on such customer’s buying centers, but the total revenue related to these strategic global customers is attributed to a single SMU based on the geographical location of key decision makers.
We provide IT products primarily as a complement to our IT services offerings rather than sell standalone IT products.
IT Products Customers
We provide our offerings to enterprises in all major industries, primarily in the India market, including government, defense, IT and IT-enabled services, telecommunications, manufacturing, utilities, education and financial services sectors. We have a diverse range of customers. For the year ended March 31, 2025, we had one customer that accounted for 20.7% of our overall IT Products segment revenue.
IT Products Sales and Marketing
We are value-added resellers of third-party enterprise products through our direct sales force. Our GAEs and client executives receive support from our corporate marketing team to assist in brand building and other corporate level marketing efforts for various market segments.
IT Products Competition
Our competitors in the IT products market include global system integrators as well as local and niche services providers operating in specific geographies like India. One of the major challenges we encounter is margin pressure due to competitive pricing. Achieving mind share and market share in a crowded marketplace requires differentiated strategies on pricing, branding, delivery and products design. In the system integration market, we believe we are favorably positioned based on our brand, quality leadership, expertise in target markets, and ability to create customer loyalty by delivering value to our customers. The following factors differentiate us from our competition:
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Intellectual Property
We believe that IP is increasingly a strong driver of business competitiveness and profits, especially in a knowledge intensive industry. Our IP portfolio is key to our strategy to drive non-linearity, and we believe that our IP will differentiate our products and services, introduce new benefits, reduce costs, and improve products and services quality. We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality procedures, and contractual provisions to protect our IP.
We have invested in developing IP across business solutions, products, platforms, and service accelerators. This IP development enables us to provide standardized solutions to our customers and obtain a significant time-to-market advantage over the general preference for customized solutions that entail higher costs and longer timelines. Using our IP, we are able to offer innovative commercial models in delivering services.
As of March 31, 2025, we had 1,881 registered patents in various countries. We filed 49 patents during the year ended March 31, 2025, and currently have approximately 172 patent applications pending registration in various jurisdictions across the world.
As of March 31, 2025, we held 327 registered trademarks including registered community trademarks in India, Japan, the United States, Malaysia, and over 70 other countries. Over 33 trademark applications are pending for registration in various jurisdictions across the world.
We require employees, independent contractors, and whenever possible, vendors to enter into confidentiality agreements upon the commencement of their relationships with us. These confidentiality agreements generally provide that any confidential or proprietary information being developed by us or on our behalf be kept confidential. These agreements also provide that any confidential or proprietary information disclosed to third parties in the course of our business be kept confidential by such third parties. However, our clients usually own the IP in the software we develop for them.
While we invest resources in developing, maintaining, and protecting our IP, we deeply respect the IP held by our customers, vendors and other business partners.
Effect of Government Regulation on our Business
Regulation of our business by governments across the world affects our business in several ways. Our registered office is in India and we are subject to the regulations notified by the GoI. We benefit from certain tax incentives promulgated by the GoI, including the export of IT services from SEZs. As a result of these incentives, our operations have been subject to relatively lower Indian tax liabilities. However, any new SEZ which commences operation on or after April 1, 2021 will not be entitled to any special tax exemption, which may have the effect of increasing tax outflow in the future.
Indian laws also place additional requirements on our business, including obtaining approval under various legislations from the RBI, SEBI, MCA, and/or the Ministry of Finance of the GoI to acquire companies incorporated outside India, if prescribed conditions are not satisfied, and subject to some exceptions, obtaining approval from relevant authorities in India in order to raise capital outside India or conduct other activities. We may also be required to obtain the approval of the Indian Stock Exchanges and/or the SEBI to take certain actions, such as the acquisition of, or merger with, another company. The conversion of our equity shares into ADSs is governed by guidelines issued by the RBI.
We are also subject to several legislative provisions relating to environmental protection, pollution control, essential commodities, and operation of our facilities.
Please see the section titled “Risk Factors” in Item 3, Key Information, as well as the section titled “Additional Information” in Item 10, for more information on the effects of governmental regulation on our business.
Organizational Structure
Refer to Note 31 of the Notes to Consolidated Financial Statements for information on the organizational structure of the Company.
Property, Plant, and Equipment
Our registered office is located at Doddakannelli, Sarjapur Road, Bengaluru, India. This office is approximately 0.30 million square feet. We have approximately 1.34 million square feet of land adjoining our corporate offices for future expansion plans. In addition, we have approximately 19.43 million square feet of land for future expansion plans. We have 25.67 million square feet of owned software development facilities in India and over 2.11 million square feet of leased software development premises in India.
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We have approximately 2.50 million square feet of leased offices, software development facilities, and data center facilities in countries outside India, which includes approximately 0.90 million square feet at various locations in the Americas. We have approximately 0.13 million square feet of owned offices, software development facilities, and data center facilities in countries outside India.
We incurred total cash outflow of ₹ 14,834 million, ₹ 10,510 million, and ₹ 14,737 million on capital expenditure during the fiscal years ended March 31, 2023, 2024, and 2025, respectively. These capital expenditures were primarily incurred on new software development facilities in India and investments in IT assets.
We have 49 sales and marketing offices, data centers, and development and training centers in the Americas. In addition, we have 125 similar facilities located in the following regions: Europe, the Middle East, Africa and Asia-Pacific (other than India).
Our software development facilities are equipped with a world class technology infrastructure that includes networked workstations, servers, data communication links, captive power generators, and other plants and machinery. We believe that our facilities are optimally utilized and that appropriate expansion plans are being developed and undertaken to meet our future growth and our strategy on agile anywhere and newer ways of working.
We are committed to achieving net-zero greenhouse gas emissions by 2040, which is in line with the Paris Agreement’s objective of limiting the global temperature increase to 1.5°C. We have set intermediate targets of 59% reduction in absolute emission levels for Scopes 1 and 2 by 2030 (baseline year 2017) and 55% reduction in Scope 3 (baseline year 2020). These targets are based on the globally accepted Science Based Targets initiative (“SBTi”) and reflect significant decarbonization and operational changes we will be implementing. The primary levers of our decarbonization strategy are:
Over the last few decades, we have steadily reduced our energy, water and waste footprint, while enhancing our bio-diversity impact and we remain steadfast in our commitment to a more sustainable, just and equitable society.
Refer to Item 5 of this Annual Report on Form 20-F for further discussion of our ESG initiatives.
Material Plans to Construct, Expand and Improve Facilities
As of March 31, 2025, we had contractual commitments of ₹ 8,719 million primarily related to capital expenditures on the construction or expansion of software development facilities.
Legal Proceedings
In the ordinary course of business, we may from time to time become involved in certain legal proceedings. As of the date of this Annual Report on Form 20-F, we are not party to any pending legal proceedings whose resolution could have a material impact on our financial position. We also receive tax assessment orders in the ordinary course of business from various tax authorities. Please see the description of our tax proceedings before various tax authorities in the section titled “Income Taxes” under Item 5 of this Annual Report on Form 20-F.
Item 4A. Unresolved Staff Comments
None.
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Item 5. Operating and Financial Review and Prospects
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 20-F. This section and other parts of this Annual Report on Form 20-F contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “ambition,” “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to those discussed in the subsection entitled “Risk Factors” above.
Overview
Wipro Limited is a leading IT services and consulting company, focused on building innovative solutions that address clients’ most complex digital transformation needs. From GenAI and cloud computing to data, from silicon chip design to blockchain, our consultants, analysts, designers, and engineers work on solutions that unlock our clients' boldest ambitions.
With over 230,000 dedicated employees (including support functions) across six continents, we deliver on the promise of helping our customers, colleagues and communities thrive in an ever-changing world. Our transformation continues as we become an AI-first organization. With our Lab45 GenAI platform and the WeGA acceleration studio, we help our clients unlock business value from AI, all within responsible AI guardrails.
Trend Information
The business environment showcased resilience amidst the economic uncertainties in the fiscal 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 have impacted the demand environment in certain sectors. Considering this, we expect our clients to take a more measured approach on their IT spending and continue to focus on cost optimization, which may result in more cost takeout and vendor consolidation deals. However, the underlying demand for technology re-invention remains strong, and we believe the current situation will gradually stabilize as more clarity emerges.
Enterprises globally will continue to focus on cost takeout opportunities and productivity improvements to achieve operational excellence, while addressing regulatory obligations and improving consumer experience. Sectors like banking, financial services, insurance and consumer are expected to invest in process innovation addressing rising consumer expectations, whereas energy, manufacturing and automotive industries are likely to focus on cost takeout opportunities with efficient supply chain initiatives. These factors are expected to result in increasing investments in AI-powered automation, human-centered AI, and cybersecurity. Enterprises prioritizing improving consumer experiences and supply chain resiliency will increase their adoption of GenAI, data and cloud transformation and migration. This will further necessitate building a workforce for the future by regularly upskilling in new age technologies.
Global IT service providers are equipped to support enterprises across various industries with a wide range of offerings for digital transformation cutting across consulting, application development, maintenance and support, R&D, technology infrastructure, and business process services.
According to the NASSCOM Report, in calendar year 2025, 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 ML (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 Gen AI 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.
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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) the five pillars of client centricity. Our growth will be supported by our focus on AI and M&A.
In fiscal year 2025, our IT Services segment revenue decreased by 0.63%, while our revenue from top five and top ten IT Services customers increased by 4.8% and 5.9% year-over-year, respectively.
Our large deal (i.e., deals greater than or equal to U.S.$ 30 million in total contract value) order booking in total contract value terms in fiscal year 2025 was U.S.$ 5.4 billion as compared to U.S.$ 4.6 billion in fiscal year 2024, an increase of 17.4% year-over-year. Our order booking in total contract value terms in fiscal year 2025 was U.S.$ 14.3 billion as compared to U.S.$ 14.9 billion in fiscal year 2024, a decrease of 4.0% year-over-year.
Operating profit as a percentage of revenue in our IT Services segment for the year ended March 31, 2025 was 17.07%. We are focusing on the following levers to improve our operating profit:
However, we anticipate challenges in improving our operating profits, largely due to the following reasons:
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In our IT Products segment, we continue to experience pricing pressures due to increased competition among IT companies. Our IT Products segment is subject to seasonal fluctuations. Our IT Products revenue is driven by the capital expenditure budgets and spending patterns of our clients, who often delay or accelerate purchases in reaction to tax depreciation benefits on capital equipment and macroeconomic factors. We provide IT products as a complement to our IT services offerings rather than sell standalone IT products, and our focus continues to be on consulting and digital engagements, with a more selective approach in bidding for system integration engagements. Accordingly, our revenue, operating income and profit for our IT Products segment have varied significantly in the past and we expect that they are likely to vary in the future.
Shareholder Returns
We have always strived to enhance shareholder value for our investors. The Company’s policy has been to provide regular, stable and consistent distributions of return. The Company’s policy of capital allocation includes a minimum payout of 45%-50% of net income for a period of the trailing three years. Effective beginning fiscal year 2026, the capital allocation policy has been revised and with this change, the Company expects to return 70% or more of the net income cumulatively over a three-year period through a combination of dividends, special dividends and/or share buyback, subject to applicable laws and requisite approvals, if any.
Issue of Bonus Equity Shares: During the fiscal year ended March 31, 2025, we issued a stock dividend, which is commonly known as an issuance of bonus shares in India, in the proportion of one equity share for every one equity share held (including ADS holders) as of December 3, 2024, the record date fixed for this purpose. This issue of stock dividend was approved by the shareholders of the Company vide a resolution dated November 21, 2024. The Company allotted 5,233,369,207 equity shares for the bonus issuance.
Cash Dividends: The cash dividend paid for the year ended March 31, 2024 was ₹ 1 per equity share. The cash dividend paid during the year ended March 31, 2025 was an interim dividend of ₹ 6 per equity share. The Board recommended the adoption of the interim dividend of ₹ 6 per equity share as the final dividend for the year ended March 31, 2025.
Buyback of equity shares: During the year ended March 31, 2024, we concluded the buyback of 269,662,921 equity shares at a price of ₹ 445 (U.S.$ 5.34) per equity share, as approved by the Board of Directors on April 27, 2023 and by shareholders by resolution dated June 1, 2023. This has resulted in a total cash outflow of ₹ 145,173 million (U.S.$ 1,741.9 million) including a tax on the buyback of ₹ 24,783 million (U.S.$ 297.4 million) and transaction costs related to the buyback of ₹ 390 million (U.S.$ 4.7 million). As a result of the buyback, our share capital has been reduced by ₹ 539 million (U.S.$ 6.5 million).
During the year ended March 31, 2025, the Company did not conclude any buyback of equity shares.
Results of Operations
The below discussion of our results of operations omits a comparison of our results for the years ended March 31, 2023 and March 31, 2024. Such omitted discussions can be found in Item 5 of our Annual Report on Form 20-F for the year ended March 31, 2024, filed with the SEC on May 22, 2024.
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Our revenues and profits for the years ended March 31, 2024 and 2025 are provided below:
Wipro Limited and subsidiaries
Year-over-Year change
2025-24
(₹ in millions, except earnings per share data)
Revenue (1)
(0.78
)%
Cost of revenue
(631,497
)
(617,802
(2.17
Gross profit
266,446
273,114
2.50
%
Selling and marketing expenses
(69,972
(64,378
(7.99
General and administrative expenses
(60,375
(57,465
(4.82
Operating income
136,099
151,271
11.15
Profit attributable to equity holders
110,452
131,354
18.92
As a percentage of revenue:
7.79
7.23
(56)bps
6.72
6.45
(27)bps
Gross margins
29.67
30.66
99bps
Operating margin
15.16
16.98
182bps
Earnings per share (2)
Basic
10.44
12.56
Diluted
10.41
12.52
Segment Information
We are organized into the following operating segments: IT Services and IT Products.
Effective April 1, 2023, we merged our India State Run Enterprises (“ISRE”) segment with our APMEA SMU within the IT Services segment, as we have aligned the sales strategy for the GoI and ISRE customers to that of the larger IT Services segment.
IT Services: Our IT Services segment is organized in four SMU - Americas 1, Americas 2, Europe and APMEA.
Americas 1 and Americas 2 are primarily organized by industry sector, while Europe and APMEA are organized by countries. Americas 1 includes the entire business of LATAM and the following industry sectors in the U.S.: communications, media and information services, software and gaming, new age technology, consumer goods, healthcare, medical devices and life sciences, and technology products and services. Americas 2 includes the entire business in Canada and the following industry sectors in the U.S.: banking and financial services, energy, manufacturing and resources, capital markets and insurance, and hi-tech. Europe consists of the U.K. and Ireland, Switzerland, Germany, Northern Europe, and Southern Europe. APMEA consists of Australia and New Zealand, Southeast Asia, Japan, India, the Middle East, and Africa.
Revenue from each customer is attributed to the respective SMUs, based on the location of the customer’s primary buying center of such services. With respect to certain strategic global customers, revenue may be generated from multiple countries based on such customer’s buying centers, but the total revenue related to these strategic global customers is attributed to a single SMU based on the geographical location of key decision makers.
IT Products: The Company is a value-added reseller of security and packaged and SaaS software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company also delivers hardware, software products, and other related deliverables. Revenue relating to these items is reported as IT Products revenue.
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Our revenue and segment results are as follows:
Revenue:
(0.63
(34.77
Reconciling Items
—
Segments results:
144,196
151,639
5.16
(371
(173
53.37
(7,726
(195
97.48
Analysis of Results
Results of operations for the years ended March 31, 2025 and 2024
Revenue: Our revenue decreased by 0.78%.
Our IT Services segment revenue decreased by 0.63%. The decline was largely due to challenges in the macroeconomic environment as a result of which clients remained cautious and continued to cut down their discretionary spending during the year ended March 31, 2025. During fiscal 2025, the revenue from Americas 1 and Americas 2 grew, while revenue from Europe and APMEA declined.
Revenue of the IT Products segment declined by 34.77%, which was primarily due to our focus on providing IT products as a complement to our IT services offerings rather than selling standalone IT products, and our adoption of a more selective approach in bidding for system integration engagements.
The table below gives our revenue by country for the years ended March 31, 2024 and 2025:
Percentage of revenues
57
59
12
11
3
2
28
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Cost of revenues: In absolute terms, cost of revenues decreased by 2.17%, primarily due to a one-time employee restructuring cost of ₹3,838 million in fiscal year 2024. Further, our cost of revenues declined due to rigorous focus on operational improvements, including a decrease in sub-contracting costs as a percentage of IT Services revenue from 11.32% for the year ended March 31, 2024 to 11.07% for the year ended March 31, 2025, and optimization of overheads such as travel and communication expenses during fiscal year 2025. Our total employee compensation costs also decreased due to lower average headcount in fiscal year 2025 as compared to fiscal year 2024 and was partially offset by the impact of salary increases and promotions. These decreases have been partially offset by an increase in software license expenses for internal use due to new technology implementation. The following table presents our cost of revenues:
Cost of revenues
Employee compensation
459,466
452,800
(6,666
(1.45
Cost of hardware and software
4,116
3,169
(947
(23.01
Sub-contracting and technical fees
101,198
98,363
(2,835
(2.80
Travel
9,374
7,842
(1,532
(16.34
Depreciation, amortization and impairment
20,324
19,645
(679
(3.34
Facility expenses
9,565
9,699
134
1.40
Software license expense for internal use
16,827
18,183
1,356
8.06
Communication
3,831
2,998
(833
(21.74
Others
6,796
5,103
(1,693
(24.91
631,497
617,802
(13,695
As a result of the foregoing factors and the depreciation of the Indian Rupee against foreign currencies, including the U.S.$, the Euro and the GBP, our gross profit as a percentage of our total revenue increased by 99 basis points (“bps”).
Selling and marketing expenses: Our selling and marketing expenses as a percentage of total revenue decreased from 7.79% for the year ended March 31, 2024 to 7.23% for the year ended March 31, 2025. In absolute terms, selling and marketing expenses decreased by 7.99% primarily due to a one-time employee restructuring cost of ₹ 1,520 million in fiscal year 2024. Our total employee compensation costs also decreased due to lower average headcount in fiscal year 2025 as compared to fiscal year 2024 and was partially offset by the impact of salary increases and promotions. Further, total amortization of intangibles decreased in fiscal year 2025 primarily due to certain customer-related intangible assets with a useful life that ended in fiscal year 2024. This was partially offset by an increase in other expenses due to a higher one-time reversal of contingent consideration during fiscal year 2024. The following tables present our selling and marketing expenses:
51,224
47,788
(3,436
(6.71
1,705
1,899
194
11.38
11,981
8,285
(3,696
(30.85
672
961
289
43.01
5
22.73
346
385
39
11.27
Marketing and brand building
3,555
3,591
36
1.01
467
1,442
975
208.78
69,972
64,378
(5,594
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General and administrative expenses: Our general and administrative expenses as a percentage of total revenue decreased from 6.72% for the year ended March 31, 2024 to 6.45% for the year ended March 31, 2025. In absolute terms, general and administrative expenses decreased by 4.82%, primarily due to a one-time employee restructuring cost of ₹ 1,456 million in fiscal year 2024 and one-time costs related to the outgoing CEO of ₹ 921 million in fiscal year 2024. Further, the receipt of insurance claims of ₹ 1,805 million in fiscal year 2025 led to a decrease in other expenses. These decreases have been partially offset by an increase in facility expenses and staff recruitment expenses and lower gain from sale of property, plant and equipment during the year ended March 31, 2025. The following tables present our general and administrative expenses:
38,611
32,889
(5,722
(14.82
4,023
4,354
331
8.23
4,319
5,406
1,087
25.17
1,529
1,128
(401
(26.23
Legal and professional fees
6,032
6,523
491
8.14
Staff recruitment expenses
2,177
3,799
1,622
74.51
Lifetime expected credit loss/ (write-back)
640
324
(316
(49.38
(Gain)/loss on sale of property, plant and equipment, net
(2,029
(553
1,476
(72.75
5,073
3,595
(1,478
(29.13
60,375
57,465
(2,910
Operating income: As a result of the foregoing factors, our operating income increased by 11.15%, from ₹ 136,099 million for the year ended March 31, 2024 to ₹ 151,271 million for the year ended March 31, 2025, and our results from operating activities as a percentage of revenue (operating margin) increased by 182 bps from 15.16% to 16.98%.
Finance expenses: Our finance expenses increased from ₹ 12,552 million for the year ended March 31, 2024 to ₹ 14,770 million for the year ended March 31, 2025. The increase is primarily due to higher loans and borrowings and tax liabilities during the year ended March 31, 2025 and a higher interest charge on liability for written put option and lease liability of ₹ 497 million and ₹ 259 million, respectively.
Finance and other income: Our finance and other income increased from ₹ 23,896 million for the year ended March 31, 2024 to ₹ 38,202 million for the year ended March 31, 2025. The increase is primarily due to an increase in interest income of ₹ 7,732 million, an increase in net gain from investments of ₹ 4,278 million and an increase in dividend income of ₹ 2,296 million during the year ended March 31, 2025 compared to the year ended March 31, 2024.
Income taxes: Our income taxes increased by ₹ 6,688 million from ₹ 36,089 million for the year ended March 31, 2024 to ₹ 42,777 million for the year ended March 31, 2025 due to higher profits before tax during the fiscal year 2025. However, our effective tax rate decreased marginally from 24.52% for the year ended March 31, 2024 to 24.45% for the year ended March 31, 2025. Please refer to Note 21 of the Notes to the Consolidated Financial Statements for further information.
Profit attributable to non-controlling interest: Our profit attributable to non-controlling interest increased from ₹ 669 million for the year ended March 31, 2024 to ₹ 826 million for the year ended March 31, 2025.
Profit attributable to equity holders: As a result of the foregoing factors, our profit attributable to equity holders increased by ₹ 20,902 million or 18.92%, from ₹ 110,452 million for the year ended March 31, 2024 to ₹ 131,354 million for the year ended March 31, 2025.
Analysis of Revenue and Results by Segment
Our IT Services segment provides a range of IT and IT-enabled services which include digital strategy advisory, customer centric design, technology consulting, IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, cloud and infrastructure services, cybersecurity, business process services, cloud, mobility and analytics services, R&D and hardware and software design. Through AI-powered, consulting-led solutions, we help our clients transform their businesses to drive better efficiencies and generate new growth opportunities.
Effective April 1, 2023, we reorganized our segments by merging the ISRE segment with our APMEA SMU within the IT Services segment.
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Information by SMUs for the IT Services segment for the years ended March 31, 2024 and 2025 is as follows:
IT Services Strategic Market Units
Americas 1
268,230
281,824
5.07
Americas 2
269,482
271,972
0.92
Europe
253,927
240,077
(5.45
APMEA
102,177
94,351
(7.66
Segments Result:
59,364
58,186
(1.98
59,163
61,326
3.66
33,354
29,434
(11.75
12,619
12,850
1.83
Unallocated (1)
(20,304
(10,157
(49.98
(1) Effective April 1, 2023, amortization and impairment of intangibles assets arising from business combination and change in fair value of contingent consideration due to change in estimates is included under “Unallocated” within IT Services segment.
Please see Note 33 of the Notes to the Consolidated Financial Statements for additional details regarding our operating segments.
Our IT Services segment accounted for 99.5% and 99.7% of our total revenue for the years ended March 31, 2024 and 2025, respectively and 105.9% and 100.2% of our operating income for the years ended March 31, 2024 and 2025, respectively.
Operating results of the IT Services segment are as follows:
(623,205
(614,754
(1.36
270,611
273,470
1.06
(68,352
(64,305
(5.92
(58,063
(57,526
(0.92
Segment results
7.65
7.24
(41)bps
6.50
6.48
(2)bps
30.28
30.79
51bps
16.13
17.07
94bps
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Our revenue and segment results by SMUs within the IT Services segment, expressed in terms of percentages, are provided below:
Percentageof revenues
Percentage of Segmentresults
Strategic Market Units
30.0
41.2
31.7
38.4
30.2
41.0
30.6
40.4
28.4
23.1
27.1
19.4
11.4
8.8
10.6
8.5
Unallocated
NA
(14.1
(6.7
Our IT Services segment revenue by sectors, expressed in terms of percentages, is provided below:
Sector
Banking, Financial Services and Insurance
33.4
34.3
Consumer
18.8
19.1
Health (1)
13.2
14.1
Energy, Manufacturing and Resources
18.7
17.2
Technology and Communications (1)
15.9
15.3
__________________________
IT Services results of operations for the years ended March 31, 2025 and 2024
The IT Services segment revenue decreased marginally by 0.63% for the year ended March 31, 2025 compared to our revenue for the year ended March 31, 2024. The decline was largely due to challenges in the macroeconomic environment as a result of which clients remained cautious and continued to cut down their discretionary spending during the year ended March 31, 2025. During fiscal 2025, the revenue from Americas 1 and Americas 2 grew, while revenue from Europe and APMEA declined.
Our gross profit as a percentage of our revenue from our IT Services segment increased by 51 bps, primarily due to rigorous focus on operational improvements, including a decrease in sub-contracting costs as a percentage of IT Services revenue from 11.32% for the year ended March 31, 2024 to 11.07% for the year ended March 31, 2025. Optimization of overheads, such as travel expenses of ₹ 1,533 million and communication expenses of ₹ 833 million, also contributed to improvement in gross profit. Further, our total employee compensation costs decreased by ₹ 3,023 million primarily due to lower average headcount in fiscal year 2025 as compared to fiscal year 2024 and was partially offset by the impact of salary increases and promotions. The depreciation of the Indian Rupee against foreign currencies, including the U.S.$, the Euro and the GBP, also contributed to improvement in gross margin. These cost optimizations have been partially offset by an increase in software license expenses for internal use of ₹ 1,389 million due to new technology implementation.
Selling and marketing expenses as a percentage of revenue from our IT Services segment decreased from 7.65% for the year ended March 31, 2024 to 7.24% for the year ended March 31, 2025. In absolute terms, selling and marketing expenses decreased by ₹ 4,047 million, primarily due to a decrease in amortization of intangibles of ₹ 3,695 million due to certain customer-related intangible assets with a useful life that ended in fiscal year 2024. Our total employee compensation costs decreased by ₹ 1,887 million due to lower average headcount in fiscal year 2025 as compared to fiscal year 2024 and was partially offset by the impact of salary increases and promotions. These declines were partially offset by an increase in other expenses due to a higher one-time reversal of contingent consideration of ₹ 1,131 million during fiscal year 2024.
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General and administrative expenses as a percentage of revenue from our IT Services segment decreased marginally from 6.50% for the year ended March 31, 2024 to 6.48% for the year ended March 31, 2025. In absolute terms, general and administrative expenses decreased by ₹ 537 million. Our total employee compensation costs decreased by ₹ 3,314 million due to lower average headcount in fiscal year 2025 as compared to fiscal year 2024 and was partially offset by the impact of salary increases and promotions. Further, an insurance claim receipt of ₹ 1,805 million in fiscal year 2025 resulted in a decrease in other expenses. These decreases have been partially offset by an increase in facility expenses of ₹ 1,094 million, staff recruitment expenses of ₹ 1,287 million and lower gain of ₹ 1,482 million from sale of property, plant and equipment during the year ended March 31, 2025.
As a result of the above, segment results as a percentage of our revenue from our IT Services segment increased by 94 bps, from 16.13% to 17.07%. In absolute terms, the segment results of our IT Services segment increased by 5.16%.
While we focus on being a strategic provider of IT services, we provide IT products as a complement to our IT services offerings. Our range of third-party IT Products is comprised of Enterprise Platforms, Networking Solutions, Software Products, Data Storage, Contact Center Infrastructure, Enterprise Security, IT Optimization Technologies, Video Solutions and End-User Computing solutions. Revenue from the hardware products and software licenses sold is recorded under the IT Products segment. We have a diverse range of clients across all major industries, primarily in the India and Middle East markets.
Our IT Products segment accounted for 0.5% and 0.3% of our revenue for the years ended March 31, 2024 and 2025, respectively, and (0.3)% and (0.1)% of our operating income for the years ended March 31, 2024 and 2025, respectively.
Operating results of the IT Products segment are as follows:
Revenue
(4,442
(2,833
(36.22
Gross profit/(loss)
(315
(141
55.24
(89
(59
(33.71
General and administrative (expenses)/credit
33
(18.18
2.16
2.19
3bps
General and administrative expenses/(credit)
(0.80
(1.00
20bps
(7.63
(5.24
239bps
(8.99
(6.43
256bps
IT Products results of operations for the years ended March 31, 2025 and 2024
Our revenue from the IT Products segment decreased by 34.77% for the year ended March 31, 2025 compared to our revenue for the year ended March 31, 2024. The decrease was primarily due to our focus on providing IT products as a complement to our IT services offerings rather than selling standalone IT products, and our adoption of a more selective approach in bidding for system integration engagements.
Our gross loss as a percentage of our IT Products segment revenue decreased by 239 bps for the year ended March 31, 2025 compared to our gross loss for the year ended March 31, 2024. In absolute terms, gross loss decreased by ₹ 174 million primarily due to certain low margin projects executed during the year ended March 31, 2024.
Selling and marketing expenses as a percentage of revenue from our IT Products segment increased marginally from 2.16% for the year ended March 31, 2024 to 2.19% for the year ended March 31, 2025. In absolute terms, selling and marketing expenses decreased by ₹ 30 million.
General and administrative expenses/(credit) as a percentage of revenue from our IT Products segment increased from (0.80)% for the year ended March 31, 2024 to (1.00)% for the year ended March 31, 2025. In absolute terms, credit in general and administrative expenses decreased marginally by ₹ 6 million primarily due to lower write-back in lifetime expected credit loss on trade receivables during the year ended March 31, 2025.
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As a result of the above, segment loss as a percentage of our revenue from our IT Products segment decreased by 256 bps, from (8.99)% to (6.43)%. In absolute terms, the segment loss of our IT Products segment decreased by ₹ 198 million.
“Reconciling Items” for the year ended March 31, 2025 includes ₹ 202 million towards certain corporate costs. “Reconciling Items” for the year ended March 31, 2024 includes restructuring costs of ₹ 6,814 million consisting of cash expenditures for employee severance-related costs and ₹ 921 million towards employee costs related to the outgoing CEO.
Acquisitions
Refer to Item 4 of this Annual Report on Form 20-F and Note 7 of the Notes to the Consolidated Financial Statements for a description of the acquisitions during the reported period.
There were no divestitures during the years ended March 31, 2024 and 2025.
Foreign exchange gains, net
Our net foreign exchange gains for the years ended March 31, 2024 and 2025 were ₹ 340 million and ₹ 32 million, respectively.
Our foreign exchange gains, net, comprise of:
For forward foreign exchange contracts which are designated and effective as cash flow hedges, the marked to market gains and losses are deferred and reported as a component of other comprehensive income in shareholder’s equity and subsequently recorded in the income statement when the hedged transactions occur, along with the hedged items. Refer to Note 19 of the Notes to the Consolidated Financial Statements for additional information.
Although our functional currency is the Indian Rupee, we transact a significant portion of our business in foreign currencies, including the U.S. Dollar, the Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar. The exchange rate between the Indian Rupee and these currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are affected as the Indian Rupee fluctuates against these currencies. Our exchange rate risk primarily arises from our foreign currency revenues, cash balances, payables, lease liabilities and debt. We enter into derivative instruments to primarily hedge our forecasted cash flows denominated in certain foreign currencies, foreign currency debt and net investment in overseas operations. Please refer to Notes 14 and 19 of the Notes to the Consolidated Financial Statements for additional details on our foreign currency exposures.
The following table sets forth the currencies in which our revenues for fiscal year 2024 and fiscal year 2025 were denominated:
% of Revenues
U.S. Dollar (U.S.$)
62
Pound Sterling (GBP)
10
Euro (EUR)
Indian Rupee (INR)
Australian Dollar (AUD)
Canadian Dollar (CAD)
7
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The following table sets forth information on the foreign exchange rates in Indian Rupees per U.S. Dollar, Pound Sterling, Euro, Australian Dollar and Canadian Dollar for fiscal year 2024 and fiscal year 2025:
Appreciation /(Depreciation)
Average exchange rate during the year:
of INR inpercentage
82.78
84.54
(2.13
103.98
107.81
(3.68
89.82
90.72
54.49
55.15
(1.21
61.39
60.79
0.98
Exchange rate at the beginning of the year:
82.17
83.40
101.81
105.20
89.38
89.96
54.97
54.31
60.66
61.54
Exchange rate at the end of the year:
85.46
110.46
92.05
53.78
59.66
Appreciation / (Depreciation) of INR in percentage
(1.49
(2.47
(3.32
(5.00
(0.65
(2.32
1.20
3.05
Income taxes
Our profits for the period earned from providing services at client premises outside India may be subject to tax in the country where we perform the work. Most of our taxes paid in countries other than India can be applied as a credit against our Indian tax liability to the extent that the same income is subject to taxation in India.
Currently, we benefit from certain tax incentives under Indian tax laws. These tax incentives include a tax holiday from payment of Indian corporate income taxes for our businesses operating from specially designated SEZs. Units in designated SEZs which began providing services on or after April 1, 2005 are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50% of such profits or gains for a further five years. A 50% tax deduction is available for a further five years, subject to the SEZ unit meeting certain defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. New SEZ units set up on or after April 1, 2021 are not eligible for the aforesaid deduction. We are also eligible for exemptions from certain other taxes, including customs duties in the Software Technology and Hardware Technology Parks.
Due to these tax incentives, a substantial portion of our pre-tax income has not been subject to a significant tax in India in recent years. When our tax holiday and income tax deduction/exemptions expire or terminate, our tax expense will increase. The expiration period of the tax holiday for each unit within a SEZ is determined based on the number of years since commencement of production by that unit for a maximum of 15 years. The tax holiday period currently available to the Company expires in various years through fiscal year 2034-35. The impact of tax holidays has resulted in a decrease of current tax expense of ₹ 14,308 million and ₹ 11,798 million for the years ended March 31, 2024 and 2025, respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2024 and 2025 is ₹ 1.35 and ₹ 1.13, respectively. Previous years per equity share effect have been proportionately adjusted for the bonus issue in the ratio of 1:1. Please see Note 22 of the Notes to the Consolidated Financial Statements for additional details regarding the bonus issue.
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In September 2019, the GoI amended the Income-tax Act by enacting The Taxation Laws (Amendment) Act, 2019, and has provided an option for companies to pay tax at a lower rate of 22% (plus surcharge and cess) by foregoing all the deductions available under chapter VI-A and other profit linked deductions under the Income-tax Act. This option, if exercised, is irrevocable and the corresponding MAT credit available will lapse. We have evaluated the option and have decided to continue under the existing regime and not to avail the lower tax rate. In the future, if we opt for the lower tax rate, it may lead to an increase in tax outflow and the MAT credit available to us will lapse.
The Company’s assessments in India are completed for the years up to March 31, 2019 and for the year ended March 31, 2021. The Company has received demands on multiple tax issues. These claims are primarily arising out of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park in Bengaluru. The appeals filed against said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2008, which either has been or may be contested by the Income tax authorities before the Hon’ble Supreme Court of India. Other claims relate to disallowance of tax benefits on profits earned from Software Technology Park and SEZ units, capitalization of R&D expenses, transfer pricing adjustments on intercompany and inter-unit transactions, and other issues.
Income tax claims against the Company amounting to ₹ 95,520 million and ₹ 99,431 million are not acknowledged as debt as at March 31, 2024 and 2025, respectively. These matters are pending before various Appellate Authorities and management expects its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company’s financial position and results of operations.
Although we currently believe we will ultimately prevail in our appeals, the result of such appeals, and any subsequent appeals, cannot be predicted with certainty. Should we fail to prevail in our appeal, or any subsequent appeals, in any reporting period, the operating results of such reporting period could be adversely affected materially.
Our sustainability vision and key highlights for the fiscal year ended March 31, 2025:
At Wipro, our commitment to corporate responsibility is founded on core values, mindsets, and habits. Our responsible business framework incorporates both internal and external perspectives, promoting comprehensive, boundary-less engagement with customers, employees, investors, suppliers, and communities.
We operationalize our vision through the principle of ‘double materiality’: (i) our business’ impact on our stakeholders and the environment and (ii) the converse impact of environmental change and stakeholders on our business. While the latter is framed in terms of risks and opportunities for the Company, our business’ impact on the environment and stakeholders is based on fiduciary principles of trust, stewardship, and social responsibility.
Below are the key features of our sustainability initiatives:
Our sustainability program goes back more than 15 years and comprises an established yet dynamically evolving set of initiatives that address our entire value chain on four key dimensions: energy and climate change, water, waste, and biodiversity. Our environment goals are to:
Note: Scope 1 refers to direct emissions from sources owned or controlled by us; Scope 2 refers to indirect emissions from the generation of purchased electricity, steam, heating, and cooling consumed by us; and Scope 3 covers all other indirect emissions that occur in our value chain. These targets are based on the globally accepted SBTi and reflect significant decarbonization and operational changes we will be implementing. The primary levers of our decarbonization strategy are:
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As of March 31, 2025, we have achieved an 84% reduction in Scopes 1 and 2 and expect to achieve net zero well ahead of the target year of 2040. Our progress has been powered by our investments in best-in-class sustainable building design and infrastructure practices coupled with the continued expansion of our renewable energy footprint which currently stands at 83% for all our owned facilities. We plan to vigorously scale this up in the next few years through appropriate investments.
Our plan is to reach 100% renewable energy use at our Indian facilities before 2030. Simultaneously, we expect to achieve proportionate reductions in the carbon footprint associated with our business travel, employee commuting and supply chain.
Our water consumption is primarily on account of drinking water, air conditioning, cooking and washing in canteens, toilets and landscape gardening. Our approach to reduce dependence on freshwater has been through increased wastewater recycling, minimizing pipe losses and expanding rainwater harvesting.
Our freshwater efficiency for the fiscal year ended March 31, 2025 stood at 110 Lpcd, representing a 26% improvement in the last two years. Our freshwater efficiency was in part due to recycling and reusing 31% of treated wastewater.
We are committed to enhancing workplace diversity and fostering a culture of inclusion, continuous learning, open communication, holistic well-being – focusing on mind, body and community, and ethical conduct. Our social and community initiatives led by Wipro Cares span a wide thematic spread in the domains of education, primary health care and urban ecology and also include employee volunteering as an integral part. Key highlights against our social goals are articulated below:
As of March 31, 2025, our workforce included (i) 37.1% women; (ii) 18.8% women in senior leadership roles; (iii) 25% women across all management positions; (iv) 2,080 employees with disabilities; and (v) 1,808 employees from the LGBTQ+ community.
Skilling hours as a metric reflects our commitment to developing more skilled and ready talent. This initiative is pivotal in maximizing internal demand fulfilment and fostering a culture of continuous learning within our organization.
We clocked 83.4 skilling hours per associate during the fiscal year ended March 31, 2025. This is a significant leap from when we introduced skilling hours as a KPI in the fiscal year ended March 31, 2024, to encourage proactive skilling efforts.
We have also made strides in setting up 113 Account Academies across GBLs, through which we have skilled over 149,000 associates. Additionally, our Practice Academies, such as those focused on the cloud, AI, and data engineering, are dedicated to building emerging skills necessary for future roles. It's encouraging to see that 84% of employees across various bands have demonstrated awareness of AI technologies.
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Our journey began with 12.1 hours per associate in the first quarter of fiscal 2025, and we successfully reached 83.4 hours per associate by the fourth quarter of fiscal 2025. This remarkable progress is a testament to our collective effort and dedication.
Our community initiatives are spread across 20 countries. During the fiscal year ended March 31, 2025, we supported nearly 181 partners in the domains of education, primary healthcare, digital skilling and urban ecology with an effective outreach and impact on 2.55 million people, a significant proportion of which was from vulnerable populations.
Our educational initiatives begin with early childhood education and target multiple key aspects that facilitate improvements in both quality and equity within schools. We additionally emphasize STEM and computer science education, digital skills training at the collegiate level, and sustainability education as an overarching, integrative effort. Our operations extend across 28 states and Union Territories in India, where we collaborate with a network of 157 partners to generate positive outcomes for 526,188 students, including over 68,000 children with disabilities.
TalentNext, our India-wide program covered more than 75,600 students in the year ended March 31, 2025, including a collaboration with industry body Nasscom called the ‘Future Skills Program’. We have made a cumulative impact on approximately 318,031 students since fiscal year 2017.
We have continued to actively strengthen our primary health care program for vulnerable urban communities. Our strategy endeavors to strengthen the public health system in improving accessibility of healthcare services, building the capacity of local communities to manage their healthcare needs, and training accredited public health workers to address the unique needs of these communities. Currently we support a portfolio of 23 healthcare projects in the major cities we operate in; these collectively work in promoting the well-being of women, children and adolescents with special focus on reproductive, maternal, newborn, child and adolescent health. During the year, our projects achieved a total outreach to 2.06 million people, including nearly 310,000 women in reproductive age groups who were beneficiaries of the gender and maternal care programs we support.
A key aspect of employee well-being is the opportunity to volunteer with communities. During the fiscal year ended March 31, 2025, 57,916 employees from 33 employee chapters in India and across the world engaged actively either through monetary contribution or volunteering. We plan to significantly expand the scale and scope of employee volunteering in the next three years. Outside India we supported approximately 32 projects in 19 countries with positive impacts on approximately 12,673 people. 15,814 Wipro employees (in India and outside India) contributed approximately 35,076 volunteering hours.
We recognize the critical salience of good governance, ethical business conduct and transparent disclosures in ensuring the effectiveness of all our sustainability initiatives. We keep track and closely monitor the number of employees who have completed the mandatory training such as COBC and cybersecurity.
For more information on our ESG initiatives, please visit our website at www.wipro.com.
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Liquidity and Capital Resources
The Company’s cash flow from its operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows, is summarized in the table below:
Net cash generated from /(used in):
Operating activities
176,216
169,426
(6,790
Investing activities
11,680
(80,730
(92,410
Financing activities
(182,567
(63,963
118,604
Net change in cash and cash equivalents
5,329
24,733
19,404
Effect of exchange rate changes on cash and cash equivalents
(239
290
529
As of March 31, 2025, we had cash and cash equivalent and short-term investments of ₹ 533,448 million. Cash and cash equivalent and short-term investments, net of loans and borrowings, were ₹ 371,631 million.
In addition, we have unutilized credit lines in various currencies aggregating to ₹ 43,256 million as of March 31, 2025. To utilize these lines of credit, we require the consent of the lender and compliance with certain financial covenants. We have historically financed our working capital and capital expenditures through our operating cash flows and through bank debt, as required.
Cash generated from operating activities for the year ended March 31, 2025 decreased by ₹ 6,790 million while profit for the year increased by ₹ 21,059 million during the same period. The decrease in cash generated from operating activities is primarily due to increased working capital requirements, contributed by net increases in accounts receivables, unbilled receivables and contract assets, and other assets. Further, income taxes paid, net of refund increased by ₹ 10,815 million during the year ended March 31, 2025.
Cash generated from operating activities for the year ended March 31, 2024 increased by ₹ 45,615 million while profit for the year decreased by ₹ 2,544 million during the same period. The increase in cash generated from operating activities is primarily due to decreased working capital requirements, contributed by net decrease in accounts receivables, unbilled receivables and contract assets, other assets and contract liabilities. Further, income taxes paid, net of refund decreased by ₹ 14,858 million during the year ended March 31, 2024.
Cash used in investing activities for the year ended March 31, 2025 was ₹ 80,730 million. Cash is primarily used towards purchases of investments (net of sale) amounting to ₹ 95,062 million and purchases of property, plant and equipment amounting to ₹ 14,737 million, which was primarily driven by the growth strategy of the Company. Further, there was a cash outflow of ₹ 964 million towards the business acquisition consummated during the year ended March 31, 2025. These were partially offset by an inflow of ₹ 28,511 million from interest and dividends received and an inflow of ₹ 1,822 million from sale of property, plant and equipment during the year ended March 31, 2025.
Cash generated from investing activities for the year ended March 31, 2024 was ₹ 11,680 million. Cash is primarily generated from interest received amounting to ₹ 20,111 million, sale of property, plant and equipment amounting to ₹ 4,022 million and sale of investments (net of purchase) amounting to ₹ 3,529 million. We also purchased property, plant and equipment amounting to ₹ 10,510 million, which was primarily driven by the growth strategy of the Company. This was partially offset by an outflow of ₹ 5,291 million for business acquisitions consummated during the year ended March 31, 2024.
Cash used in financing activities for the year ended March 31, 2025 was ₹ 63,963 million. This is primarily on account of outflow for payment of dividends amounting to ₹ 62,750 million, payment of lease liabilities of ₹ 10,474 million and payment of interest and finance expenses of ₹ 8,689 million. These were partially offset by an inflow of ₹ 17,923 million from loans and borrowings during the year ended March 31, 2025.
Cash used in financing activities for the year ended March 31, 2024 was ₹ 182,567 million. This is primarily on account of outflow for an equity share buyback (including a tax on the buyback and transactions costs related to the buyback) amounting to ₹ 145,173 million, payment of dividends of ₹ 5,218 million, payment of lease liabilities of ₹ 10,060 million, interest and finance expenses of ₹ 10,456 million and net outflow on repayment of loans and borrowings of ₹ 10,057 million.
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We maintain a borrowing level that we have established through consideration of a number of factors including cash flow expectations, cash required for operations and investment plans. We continually monitor our funding requirements, and strategies are executed to maintain sufficient flexibility to access global funding sources, as needed. Please refer to Note 14 of our Notes to the Consolidated Financial Statements for additional details on our borrowings.
As of March 31, 2025, we had contractual commitments of ₹ 8,719 million (U.S.$ 102.06 million) related to capital expenditures on the construction or expansion of software development facilities and ₹ 40,264 million (U.S.$ 471.31 million) related to other purchase obligations. Plans to construct or expand our software development facilities are determined by our business requirements.
As discussed above, cash generated from operations is our primary source of liquidity. We believe that our cash and cash equivalents along with cash generated from operations will be sufficient to meet our working capital requirements as well as repayment obligations with respect to debt and borrowings. Our choices of sources of funding will be driven with the objective of maintaining an optimal capital structure.
We will rely on funds generated from operations and external debt to fund potential acquisitions. We expect that our cash and cash equivalents, investments in short-term mutual funds and the cash flows expected to be generated from our operations in the future will generally be sufficient to fund our growth aspirations, as applicable.
In the normal course of business, we transfer certain accounts receivables, unbilled receivables and net investments in finance leases (financial assets) to banks on a non-recourse basis. The incremental impact of such transactions on our cash flow and liquidity for the years ended March 31, 2024 and 2025 is not material. Please refer to Note 19 of our Notes to Consolidated Financial Statements.
Our liquidity and capital requirements are affected by many factors, some of which are based on the normal ongoing operations of our businesses and some of which arise from uncertainties related to global economies and the markets that we target for our services. We cannot be certain that additional financing, if needed, will be available on favorable terms, if at all.
As of March 31, 2024 and 2025, our cash and cash equivalents were primarily held in U.S. Dollars, Indian Rupees, Canadian Dollars, Euros, Australian Dollars, Saudi Riyals, Pound Sterling and Brazilian Real. Please refer to “Financial risk management” under Note 19 of our Notes to the Consolidated Financial Statements for more details on our treasury activities.
The table of future payments due under known contractual commitments as of March 31, 2025, aggregated by type of contractual obligation, is given below:
Total
Payments due in
Particulars
contractualpayment
2025-26
2026-30
2030-31 onwards
Loans, borrowings and bank overdrafts (1) (2)
164,460
99,884
64,576
Lease Liabilities (3)
37,909
9,618
18,850
9,441
Contingent consideration (4)
2,401
580
1,821
Liability on written put options to non-controlling interests (4)
6,505
Other liabilities
4,871
3,321
1,550
Capital commitments (5)
8,719
4,536
1,633
2,550
Purchase obligations
40,264
18,635
19,617
2,012
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Other non-current liabilities and non-current tax liabilities in the statement of financial position include ₹ 17,119 million in respect of employee benefit obligations and certain statutory and other liabilities and ₹ 42,024 million towards uncertain tax positions, respectively. For these amounts, the timing of repayment/settlement cannot be reliably estimated or determined at present and accordingly these amounts have not been disclosed in the table above.
Off-Balance Sheet Arrangements
Performance and financial guarantees are provided by banks on behalf of the Company to the Indian government, customers and certain other agencies, as part of the banks’ line of credit arrangements. These arrangements are sometimes referred to as a form of off-balance sheet financing. Please refer to Notes 14 and 32 of the Notes to the Consolidated Financial Statements for more details.
Research and Development
We make disciplined R&D investments that power Wipro’s ai360 and frontier technologies strategy, and support our clients’ most pressing transformation and growth needs. Through Wipro Lab45, our innovation lab, we foster R&D in areas such as AI and agentic AI, robotics, cyber resilience, blockchain, and quantum computing, among others. We connect our internal deep tech communities with external innovation ecosystems, including academia, partners, clients, and global platforms such as Topcoder. This collaborative approach fuels focused ideation within our global network of innovation hubs, translating concepts into market-relevant solutions.
Our global network of innovation hubs, part of the Wipro Innovation Network, includes facilities such as our Kodathi Innovation Hub in Bengaluru and one in Silicon Valley, California. These hubs are state-of-the-art incubation centers dedicated to strategic ideation and co-innovation with clients across key sectors such as banking, health, telecommunications, and manufacturing. They embody our commitment to realizing the ‘art of the possible’ by bringing together a comprehensive innovation ecosystem. This ecosystem includes partners, subject matter experts, and startups, leveraging best practices and our R&D resources to co-create solutions with clients. These initiatives aim to generate valuable intellectual property and deliver high-value business outcomes, differentiating our offerings and supporting our clients' transformation and growth journeys.
Our R&D expenses for the years ended March 31, 2023, 2024 and 2025 were ₹ 3,675 million, ₹ 4,332 million and ₹ 4,307 million, respectively.
Material accounting policies, estimates and judgments
Please refer to Notes 2(iv) and 3 of the Notes to Consolidated Financial Statements for a description of material accounting policies, estimates and judgments.
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Item 6. Directors, Senior Management and Employees
Our directors and executive officers, along with their ages and positions as of March 31, 2025, are detailed below:
Name
Age
Position
Rishad A. Premji
48
Chairman of the Board (designated as “Executive Chairman”)
Azim H. Premji
79
Non-Executive, Non-Independent Director (designated as “Founder Chairman”)
Srinivas Pallia
58
Chief Executive Officer and Managing Director
Dr. Patrick J. Ennis
61
Independent Director
Patrick Dupuis
Deepak M. Satwalekar
Tulsi Naidu
51
Päivi Rekonen
56
N. S. Kannan
Aparna C. Iyer
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Senior Vice President and Chief Financial Officer
Directors
As of March 31, 2025, we had six non-executive independent directors, one non-executive non-independent director and two executive directors, of whom one executive director is Chairman of our Board. The non-executive, non-independent director and the Chairman of our Board belong to the promoter group. The remaining six non-executive directors are independent directors or independent of management and free from any business or other relationship that could materially influence their judgment. All of the independent directors satisfy the criteria of independence as defined under the SEBI Listing Regulations and the Companies Act, 2013 in India and the NYSE Corporate Governance standards. Other than the relationship between Rishad A. Premji and Azim H. Premji described below, there are no family relationships between any of our directors and executive officers.
The profiles of our directors are set forth below.
Rishad A. Premji is the Executive Chairman of the Company.
He joined Wipro in 2007 and worked in several roles before becoming Executive Chairman in 2019 — including General Manager in the Banking and Financial Services business, Head of Investor and Government Relations, and Chief Strategy Officer. As Chief Strategy Officer, he conceptualized Wipro Ventures, a fund that invests in global startups aligned with Wipro's next-generation services and AI solutions.
As Executive Chairman, Mr. Rishad Premji works closely with Wipro’s leadership team to guide the Company’s strategic direction. He believes culture is an organization’s strongest asset and champions Wipro’s values, known as the Spirit of Wipro.
He serves on the boards of Wipro Enterprises and Wipro-GE Healthcare, among others, and the Azim Premji Foundation, which works to improve public school education, healthcare, and livelihoods across several Indian states. He also holds directorships across various Azim Premji philanthropic entities.
From 2018-19, Mr. Rishad Premji served as Chairman of NASSCOM, the trade body representing India’s technology industry. Before Wipro, he worked with Bain & Company in London and GE Capital in the US. He has an MBA from Harvard Business School and a B.A. in Economics from Wesleyan University.
Azim H. Premji is the Non-Executive, Non-Independent Director of the Company (the “Founder Chairman”) since July 31, 2019. Mr. Premji was the Chairman of the Company until July 30, 2019, and has been at its helm since the late 1960s, turning what was then a small cooking fat company into a U.S.$ 10.5 billion revenue group with businesses in IT, Consulting and Business Process Services with a presence in 65 countries. Mr. Premji also serves as Chairman of Wipro Enterprises (P) Limited and as a director of Wipro GE Healthcare Private Limited and in other entities of the promoter group. Mr. Premji has established the Azim Premji Foundation and its related entities, which do extensive philanthropic work in India. The work spans from deep-on-the-ground efforts focused on improving public school education, working directly in seven states of India which have over 350,000 schools, to running the not-for-profit Azim Premji University which is focused on programs in education and related fields of human development and providing support through multi-year financial grants to other not-for-profit organizations working in specific areas such as reduction of child stunting, improvement of local governance and alleviation of the conditions of the most vulnerable groups.
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Over the years, Mr. Premji has received numerous honors and accolades, which he considers to be recognitions for Wipro and the Foundation teams. BusinessWeek listed him amongst the top 30 entrepreneurs in world history. Financial Times, Time, Fortune and Forbes have all named him as of one the most influential people in the world, citing his leadership in business and philanthropy, including the contributions to improving public education. The Journal of Foreign Policy listed him amongst the top global thinkers. Economic Times bestowed Mr. Premji with the Lifetime Achievement Award. He is the first Indian recipient of the Faraday Medal and has been conferred honorary doctorates by the Michigan State University and Wesleyan University (in the US), and the Indian Institutes of Technology at Bombay, Roorkee and Kharagpur, amongst others. The Republic of France bestowed upon him the highest French civilian distinction, the Chevalier de la Legion d’Honneur (Knight of the Legion of Honor) in November 2018. The Carnegie Medal of Philanthropy was bestowed on him in 2017. In January 2011, he was bestowed with the Padma Vibhushan, the second highest civilian award in India.
Mr. Premji has a graduate degree in Electrical Engineering from Stanford University. Mr. Premji is the father of Mr. Rishad A. Premji, the Chairman of the Company.
Srinivas Pallia is the Chief Executive Officer and Managing Director of the Company since April 7, 2024. With a career spanning over three decades and a deep and broad background across Wipro’s various geographies, functions, service lines, and business units, Mr. Pallia brings a wealth of knowledge and insight to his role. His unwavering commitment to client satisfaction, his relentless focus on delivering results, and his extensive first-hand experience of significant technological changes and industry transformations further enhance Wipro’s position.
Having joined Wipro in 1992, Mr. Pallia has held numerous leadership roles, including President of Wipro’s Consumer Business Unit and Global Head of Business Application Services. Most recently, he served as the CEO for Americas 1, Wipro’s largest and fastest-growing market. In this role, Mr. Pallia led a wide range of industry sectors and was responsible for establishing their vision, as well as shaping and implementing growth strategies.
Mr. Pallia holds a bachelor’s degree in engineering, and a master’s in management studies from the Indian Institute of Science, Bengaluru. He graduated from Harvard Business School’s Leading Global Businesses executive program, and the Advanced Leadership Program at McGill Executive Institute.
Dr. Patrick J. Ennis became a director of the Company in April 2016 and serves as a member of our Administrative and Shareholders/Investors Grievance Committee. Dr. Ennis has more than 30 years of experience as a scientist, engineer, businessman and venture capitalist. He is currently a Venture Partner at Madrona Venture Group and serves on the Boards of Yoodli Inc. and Tangibly Inc., venture funded private companies. Previously, he was Global Head of Technology for Intellectual Ventures where he led start-up incubation and technology commercialization around the world. He was also the founding CTO of Xinova. He was also at ARCH Venture Partners where he built start-ups from universities and national labs. He also held positions with Lucent, AT&T and Bell Labs, and conducted research in Nuclear Physics at labs in North America and Europe. He is an inventor of several patents, has written articles and book chapters and is a frequent invited speaker.
Dr. Ennis has served on numerous corporate, educational, and non-profit boards. He earned a PhD and M.S. in Physics from Yale, an M.B.A. from Wharton and a B.S. in Math and Physics from the College of William & Mary, where he was elected to Phi Beta Kappa.
Patrick Dupuis became a director of the Company in April 2016. He serves as Chairman of our Nomination and Remuneration Committee. Currently, Mr. Dupuis provides executive coaching for c-suite and mid-career executives, mostly with non-profit organizations. He previously served as advisor and interim executive for Hellman & Friedman, based in San Francisco, during the preparation for the merger between Kronos and Ultimate Software. He is a former officer of global technology platform and payments leader, PayPal Holdings, Inc., where he facilitated the company’s listing on Nasdaq in 2015 and its double-digit global expansion, serving as Chief Financial Officer, then SVP for Quality and Productivity. Prior to joining PayPal, Mr. Dupuis was Chief Financial Officer of SITEL Worldwide Corporation, a leader in customer service and Chief Financial Officer of BJC HealthCare, one of the largest non-profit health care organizations in the United States. In April 2024, he became a member of the Board of Directors and co-chair of St. Joseph Financial Services.
He started his career in 1984 at General Electric, where he held multiple executive positions over 20 years, including head of GE’s famed Audit Staff, Chief Financial Officer of GE Healthcare and General Manager of GE Capital International Services (now, Genpact). Throughout his career, Mr. Dupuis has been an enabler of growth, transformation at scale and talent development. Mr. Dupuis graduated from the École de Management de Lyon in France.
Deepak M. Satwalekar became a director of the Company in July 2020. Mr. Satwalekar is the Chairman of our Audit, Risk and Compliance Committee and Administrative and Shareholders/Investors Grievance Committee and a member of our Nomination and Remuneration Committee. Mr. Satwalekar is also the lead independent director of the Company.
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Mr. Deepak M. Satwalekar was the Managing Director of HDFC Ltd., India’s first and largest specialized provider of housing finance. He then became Managing Director and CEO of HDFC Standard Life Insurance Co. Ltd. (2000-2008), the first private-sector life insurance company registered in India after 1956.
Mr. Satwalekar has also been a consultant to the World Bank, the Asian Development Bank, the United States Agency for International Development (USAID), and the United Nations Human Settlements Programme (HABITAT). He served on the India Advisory Board of a large European bank and is active on advisory boards of several non-profit organizations supporting primary education for the low-income and underprivileged communities in rural and urban India.
Mr. Satwalekar has chaired the RBI Committee on corporate governance in public sector banks and was a member of several industry and government/regulatory authority committees, including the Insurance Regulatory and Development Authority of India and Pension Fund Regulatory & Development Authority. He received the Distinguished Alumnus Award from IIT, Bombay. He also served as the Chairman of the Board of Governors of the Indian Institute of Management, Indore. He also previously served on the board of Asian Paints Limited.
Mr. Satwalekar is the Chairman of Home First Finance Company India Limited and is on the Board of Germinait Solutions Private Limited.
Mr. Satwalekar brings over four decades of experience in areas such as finance, banking, sales and marketing, risk management, operations and cybersecurity, among others.
Mr. Satwalekar holds a Bachelor’s Degree of Technology in Mechanical Engineering from Indian Institute of Technology, Bombay and Masters in Business Administration from The American University, Washington D.C., USA.
Tulsi Naidu became a director of the Company in July 2021 and serves as a member of our Audit, Risk and Compliance Committee as well as our Nomination and Remuneration Committee. She has 29 years of financial services experience in Europe and Asia. She is CEO Asia Pacific of Zurich Insurance Group (“Zurich”), a member of Zurich’s Executive Committee, a trustee of the Z Zurich Foundation and a member of the Board of Directors of Zurich Australia Limited. In June 2024, Ms. Naidu was appointed as a non-executive director on the Board of Directors of Zurich Kotak General Insurance Company (India) Limited. Prior to her current role, Ms. Naidu was CEO of Zurich in the United Kingdom.
Prior to joining Zurich, Ms. Tulsi Naidu spent 14 years at Prudential in a variety of executive positions across their UK and Europe business. Her last position with Prudential was Executive Director, UK & Offshore. She was previously Chief Operating Officer for Prudential UK and Europe and prior to that held a number of general management roles at Prudential.
Ms. Naidu has experience of over two decades as a reputed and internationally experienced leader from the financial services industry and comes with wide management experience and expertise across the fields of Strategy, Credit, Insurance, Information Technology including Cybersecurity and Risk management among others.
Ms. Tulsi Naidu holds a Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad and bachelor’s degree in Mathematics, Economics and Statistics from Nizam College, Hyderabad.
Päivi Rekonen became a director of the Company in October 2022, bringing over 25 years of experience in technology as well as in banking and services. Ms. Rekonen is Chair of the Board of Directors of Amina Bank AG, Chair of its Strategy and Technology Committee and a member of its Nomination and Remuneration Committee. Ms. Rekonen is also a member of the Board of Directors at Konecranes Plc and a member of its Audit Committee. In January 2025, Ms. Rekonen was appointed on the board of International Institute for Management Development (IMD), a non-governmental organization. She is also a member of its Audit Committee.
Her international career has been shaped by executive leadership roles in functions including technology, human resources, and consulting at global organizations such as Nokia (August 1990-January 1998), Cisco (February 1998-September 2007), Credit Suisse (October 2007-September 2009), Adecco (January 2011-December 2012), UBS (February 2014-January 2018) and WithSecure Plc (April 2017-March 2024). Ms. Rekonen is an independent strategy advisor and professional board member from 2018 onwards.
Ms. Rekonen holds Master's degrees in Social Sciences, and Economics and Business Administration from the University of Jyväskylä, Finland.
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N. S. Kannan became a director of the Company in October 2023 and serves as a member of our Audit, Risk and Compliance Committee, bringing over 32 years of experience in the Financial Services domain, including Banking and Insurance. Mr. Kannan superannuated as the Managing Director and Chief Executive Officer at ICICI Prudential Life Insurance Co. Ltd. in June 2023. During his tenure as Managing Director and CEO, Mr. Kannan led the Company's transformation into a multi-product and multi-channel company. Mr. Kannan has served in various leadership roles in the ICICI group, including as Executive Director and CFO of ICICI Bank. Mr. Kannan has also served as Chairman/Non-Executive Director of various ICICI group companies.
Mr. Kannan has also been part of several committees constituted by various regulatory bodies. He is a member of the Reserve Bank of India’s Academic Council of College of Supervisors and Standing External Advisory Committee for evaluating applications for Universal Banks as well as Small Finance Banks, the Securities and Exchange Board of India’s Corporate Bond and Securitisation Advisory Committee, the Insurance Regulatory and Development Authority of India’s Insurance Advisory Committee and a member of its committee to examine and recommend the regulatory framework necessary for the implementation of the proposals under the amendments to the Insurance Act and other Life and General Insurance Councils.
Mr. Kannan is on the Board of the National Bank for Financing Infrastructure and Development and Bangalore International Airport Limited. In January 2025, Mr. Kannan was appointed to the Board of Directors of TransUnion CIBIL Limited and Jio BlackRock Asset Management Private Limited.
Mr. Kannan, having been at the helm of companies in the financial services domain, has extensive experience and exposure. He comes with leadership experience, and expertise across finance, strategy, corporate governance, audit, risk management including cybersecurity risk, among others.
Mr. Kannan holds an honors graduate degree in Mechanical Engineering from the National Institute of Technology (NIT), Trichy and is a distinguished alumnus of NIT. He is a Chartered Financial Analyst from the ICFAI India. He holds a Postgraduate Diploma in Management from Indian Institute of Management, Bangalore, with a gold medal for the best all-round performance.
Executive Officers
On April 6, 2024, Mr. Thierry Delaporte 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. At its meeting held on April 6, 2024, the Board of Directors approved the appointment of Mr. Srinivas Pallia as the Chief Executive Officer and Managing Director of the Company with effect from April 7, 2024 for a period of five years, subject to the approval of the Company’s shareholders and the Central Government as may be applicable. The appointment was approved by the shareholders of the Company vide ordinary resolution dated May 29, 2024, passed through postal ballot by e-voting and by the Central Government vide its letter dated November 4, 2024.
The profiles of our executive officers are set forth below. For the profiles of Mr. Rishad A. Premji and Mr. Srinivas Pallia, please see “Directors” above.
Aparna C. Iyer is the Senior Vice President and Chief Financial Officer of the Company. Ms. Iyer was appointed as Chief Financial Officer of the Company with effect from September 22, 2023 and has served with the Company in other finance positions since 2003, including Internal Audit, Business Finance, Finance Planning and Analysis, Corporate Treasury, and Investor Relations (“IR”).
Previously, Ms. Iyer was Senior Vice President and CFO of Wipro FullStride Cloud, leading finance operations for one of Wipro’s largest global business lines.
Prior to taking over as CFO of Wipro FullStride Cloud, Ms. Iyer was the Corporate Treasurer and Head of Investor Relations for Wipro Limited. As a part of that role, she was responsible for building and executing forex risk management framework, investment of surplus cash, working capital management, and customer credit risk evaluation, driving capital allocation decisions, and managing balance sheet exposure as well as investor and analyst relationships.
As the Head of Treasury and IR, Ms. Iyer devised Wipro’s forex strategy, aiding the operating margin performance of the Company and driving improved predictability.
Ms. Iyer is a Chartered Accountant (CA) and was a gold medalist of the CA 2002 batch.
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Compensation
Director Compensation
Our Nomination and Remuneration Committee determines and recommends to our Board of Directors the compensation payable to our directors. The Board of Directors, in turn, approves and recommends such compensation to the shareholders for their approval. All board-level compensation is subject to approval by our shareholders. Each of our non-executive directors receives an attendance fee per meeting of ₹ 100,000 (U.S.$ 1,170.54) for every Board meeting they attend. Our directors are reimbursed for travel and out-of-pocket expenses in connection with their attendance at Board and Committee meetings. Additionally, we also compensate non-executive directors by way of commission, which is limited to a fixed sum payable as approved by the Board subject to a maximum of 1% of the net profits of the Company, in the aggregate, for all non-executive directors put together, as approved by the shareholders. Further, the non-executive non-independent director is entitled to maintenance of the Founder Chairman’s office, including an executive assistant at the Company’s expense and reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per the Company’s policy.
The Nomination and Remuneration Committee has created a policy for the selection and appointment of directors, including determining qualifications and independence of directors, key managerial personnel and senior management personnel, and their respective remuneration, as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
The aggregate commission to our non-executive directors for the year ended March 31, 2025 was ₹ 127.79 million (U.S.$ 1.49 million). There were no stock options granted to non-executive directors as of March 31, 2025 and the details of shares held by non-executive directors as of March 31, 2025 are reported elsewhere in this Item 6 under the section titled “Share Ownership”.
Executive Compensation
The annual compensation of our executive directors is approved by the Nomination and Remuneration Committee, within the parameters set by the shareholders at the general meeting. Remuneration of our executive officers, including our executive directors, consists of a fixed component (base salary) and a variable performance linked incentive. The variable performance linked incentive portion is earned under our Variable Pay Scheme. This is a variable pay program for all employees, including executive officers, which is deemed to be part of each employee’s salary. The variable pay of our executive officers, including the Chief Executive Officer and Managing Director, is based on clearly laid out criteria and measures, which are linked to the desired performance and business objectives of the Company. The criteria for variable pay, which is paid out quarterly / annually, includes financial parameters like revenue and operating margin achievement against target, incremental consolidated net profits of the Company over the previous fiscal year, and other strategic goals as decided by the Board from time to time. Apart from the variable pay component, long term (typically greater than one year) incentives granted to executive officers, including the Chief Executive Officer and Managing Director, include both time-based restricted stock units (“RSUs”) and performance-based stock units (“PSUs”).
The following table presents the annual and long-term compensation earned, awarded or paid for services rendered for the fiscal year 2025 by our executive officers as of March 31, 2025. For the convenience of the readers, the amounts paid / payable in Indian Rupees have been converted into U.S. Dollars based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on March 31, 2025 which was ₹ 85.43 per U.S.$ 1.
Salary andallowancesU.S.$
Commission/variablePayU.S.$
OthersU.S.$
Long-termcompensation(DeferredBenefit) (2) (3)U.S.$
TotalU.S.$
Rishad A. Premji (1)
707,521
824,233
843
77,123
1,609,720
Srinivas Pallia (1)(4)(5)
1,705,151
1,702,927
2,802,355
68,850
6,279,283
Aparna C. Iyer (4)
219,943
136,770
450,371
39,651
846,735
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Mr. Thierry Delaporte resigned as Chief Executive Officer and Managing Director of the Company with effect from close of business hours on April 6, 2024 and was relieved from the services of the Company with effect from May 31, 2024. Details relating to the remuneration paid on resignation were provided under the section titled “Terms of Employment Arrangements” in the Annual Report on Form 20-F for the fiscal year 2024.
We operate in numerous countries and compensation for our officers and employees may vary significantly from country to country. As a general matter, we seek to pay competitive salaries in all the countries in which we operate.
There were no stock options granted to Mr. Rishad A. Premji in fiscal year 2025. Details of stock options granted to executive director as of March 31, 2025 and stock options held and exercised by executive officers through March 31, 2025 are reported elsewhere in this Item 6 under the section titled “Share Ownership.”
Board Composition
Our Articles of Association provide that the minimum number of directors on our Board of Directors shall be four and the maximum number of directors shall be fifteen which may be increased by passing a special resolution of the shareholders. As of March 31, 2025, we had nine directors on our Board. Our Articles of Association provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these directors must retire from office at each Annual General Meeting of the shareholders, but each retiring director is eligible for re-election at such meeting. Independent directors are not subject to retirement by rotation and the Chairman of our Board is not subject to retirement by rotation. Accordingly, our Chief Executive Officer and Managing Director, and non-executive non-independent director, are currently subject to retirement by rotation. The positions of the terms of all directors are as given below.
Expiration of current term of office
Term of office
Rishad A. Premji(1)
July 30, 2029
5 years
Azim H. Premji(1)
Srinivas Pallia(2)
April 6, 2029
March 31, 2026
Deepak M. Satwalekar(3)
June 30, 2025
June 30, 2026
September 30, 2027
September 30, 2028
Terms of Employment Arrangements
Under the Companies Act, 2013, our shareholders must approve the salary, bonus and benefits of all executive directors. Each of our executive directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, performance bonus and benefits including vacation, medical reimbursement and pension fund contributions. These agreements have varying terms, but either we or the executive director may generally terminate the agreement upon six months’ notice to the other party.
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The terms of our employment arrangements with Mr. Rishad A. Premji, Mr. Srinivas Pallia and Ms. Aparna C. Iyer provide for up to a 180-day notice period, and country-specific leave allowances in addition to statutory holidays, and an annual compensation review. Additionally, these officers are required to relocate as we may determine, and to comply with confidentiality provisions. Service contracts with our executive directors and officers provide for our standard retirement benefits that consist of a pension and gratuity which are offered to all of our employees, but no other benefits upon termination of employment except as mentioned below.
Pursuant to the terms of the employment arrangement with Mr. Pallia, if his employment is terminated by the Company, the Company is required to pay Mr. Pallia severance pay equivalent of 12 months’ base salary.
We also indemnify our directors and officers for claims brought under any rule of law to the fullest extent permitted by applicable law.
Among other things, we agree to indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as our director or officer, including claims which are covered by the director’s and officer’s liability insurance policy taken by the Company.
Board Committee Information
Audit, Risk and Compliance Committee
The Audit, Risk and Compliance Committee of our Board reviews, acts on and reports to our Board of Directors with respect to various auditing and accounting matters. The roles and responsibilities include overseeing:
All members of our Audit, Risk and Compliance Committee are independent non-executive directors who are financially literate. The Chairman of our Audit, Risk and Compliance Committee has accounting and related financial management expertise.
Independent auditors as well as internal auditors have independent meetings with the Audit, Risk and Compliance Committee and also participate in the Audit, Risk and Compliance Committee meetings.
Our Chief Financial Officer and other corporate officers make periodic presentations to the Audit, Risk and Compliance Committee on various issues.
The Audit, Risk and Compliance Committee is comprised of the following three non-executive directors:
Mr. Deepak M. Satwalekar – Chairman
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Ms. Tulsi Naidu and Mr. N. S. Kannan – Members
During the year ended March 31, 2025, our Audit, Risk and Compliance Committee held five meetings. The charter of the Audit, Risk and Compliance Committee is available under the investor relations section on our website at www.wipro.com.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee reviews, acts on and reports to our Board of Directors with respect to various nomination and remuneration matters. This committee also acts as the Corporate Social Responsibility Committee.
The roles and responsibilities of the committee include:
Our Chief Human Resources Officer makes periodic presentations to the Nomination and Remuneration Committee on compensation reviews and performance linked compensation recommendations. All members of the Nomination and Remuneration Committee are independent non-executive directors. The Nomination and Remuneration Committee is the apex body that oversees our CSR policy and programs. The Nomination and Remuneration Committee is comprised of the following three non-executive directors:
Mr. Patrick Dupuis – Chairman
Mr. Deepak M. Satwalekar and Ms. Tulsi Naidu – Members
During the year ended March 31, 2025, our Nomination and Remuneration Committee held seven meetings. The charter of the Nomination and Remuneration Committee is available under the investor relations section on our website at www.wipro.com.
Administrative and Shareholders/Investors Grievance Committee (also known as Stakeholders Relationship Committee)
The Administrative and Shareholders/Investors Grievance Committee reviews, acts on and reports to our Board of Directors with respect to various matters relating to stakeholders. The roles and responsibilities include:
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The Committee is comprised of the following three directors:
Mr. Rishad A. Premji and Dr. Patrick J. Ennis – Members
During the year ended March 31, 2025, our Administrative and Shareholders/Investors Grievance Committee held four meetings. The charter of the Administrative and Shareholders/Investors Grievance Committee is available under the investor relations section on our website at www.wipro.com.
Employees
As of March 31, 2023, 2024 and 2025, we and our subsidiaries had more than 250,000, 232,000 and 230,000 employees, respectively. As of March 31, 2023, 2024 and 2025, more than 49,000, 41,000 and 38,000, respectively, of these employees were located outside India. We have increasingly focused on hiring local resources in the countries where we operate. Highly trained and motivated people are critical to the success of our business. To achieve this, we focus on attracting and retaining the best people possible. A combination of strong brand name, a congenial working environment and competitive compensation programs enables us to attract and retain these talented people. Our relationship with employees and employee groups are based on mutual trust and respect and we continue to maintain the same spirit at all times.
Hiring
People are our greatest asset and we continue to bring extraordinary people to Wipro. Propelled by this recruitment philosophy, we hire diverse talent across the Company — from global early talent programs to lateral hires and experienced senior leadership roles. We have partnered with major campuses to set up Centres of Excellence to build talent for the future. We are focused on offering an improved candidate experience and marketing the right jobs to the right candidates. We leverage technology and automation to make data-driven hiring decisions that help us hire better and faster. Our multi-channel hiring approach includes our careers website, social media, employee referral programs, advertisements, job boards, placement consultants and walk-ins. We periodically revisit our re-hiring guidelines with a clear objective of making attractive and fair propositions to re-hire top talent, as well as maintain a structured approach towards compensation and band fit. To facilitate employee growth and enable careers within the Company, AI-based platforms have been implemented to ensure rotations and all new positions are made available to our existing employees. Through internal mobility and redeployment, we open a world of opportunities and retain our best talent.
Training (Talent Development)
We are dedicated to nurturing talent, fostering strong leadership, and supporting our employees through continuous skilling initiatives in achieving their goals, while adapting to evolving client needs and business landscapes.
Our Company’s talent development strategy is designed to align closely with our overall business strategy, ensuring the supply of right skills at the right place at the right time to effectively meet our goals and adapt to the evolving market landscape. Our mission is to provide high-quality services that help our customers achieve their goals. Being in the business of technology, we are continuously innovating, learning, and deploying technologies for our clients. Our Company’s talent development ecosystem plays a pivotal role in ensuring a continuous supply of skilled professionals. It is imperative that our employees in project/technical roles are highly skilled to deliver our client requirements. MySkill-Z, a competency framework, enables our early career associates to acquire high demand skills for better project and career opportunities.
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We have changed our Next Gen Associates (“NGA”) hiring strategy from “Hire and Train” to “Train and Hire.” This approach allows us to cultivate a pipeline of talent that is pre-equipped with the skills and knowledge necessary to succeed at our Company. Through specialized skill development programs, internships, and co-op opportunities, we are offering students hands-on experience and mentorship. We believe this shift is essential for us to build a culture that increasingly values flexibility and the ability to quickly adjust to new technologies and methodologies. Our Company culture prioritizes continuous learning and development. NGAs along with other associates are encouraged to upskill and reskill throughout their tenure, ensuring that they remain agile and adaptable as industry needs change. This emphasis on lifelong learning not only benefits our current colleagues but also signals to potential newcomers that our Company is committed to their long-term growth.
We are also investing in persona-based skilling programs and career paths to help associates build future-proof careers. We believe this forward-looking approach ensures that the workforce remains relevant and capable of meeting future challenges. iAspire, our AI-powered career-management platform, provides an integrated view of every individual’s skill, experiences, and career goals while providing relevant opportunities to advance their professional growth. This helps our customer-facing teams to tap into the best fit talent and quickly deploy them into projects. In order for the skilling engine to be robust , we have a dedicated Account Academy which acts as a “One-stop” learning space for all associates in the Account Academy.
Our partnership with Harvard University ensures personalized and social learning experiences, facilitating 'just in time' learning across the Company. Bespoke programs are designed to equip associates at all career levels with relevant skills through flexible and engaging learning initiatives. Foundational talent development programs are crafted to cultivate soft skills for all NGAs, which we believe are essential for their success in their roles and assimilation within Wipro.
Key role holders build targeted competencies by participating in programs such as the Global Assimilation Program and Voyage for sales leadership and driving client centricity amongst delivery leaders. Additionally, the Wipro Selling Skills Center of Excellence provides widespread access to selling skills training for associates across the Company. Mid-career women leaders are supported with coaching programs as part of our commitment to steer diversity in leadership. Managerial personas like project leads and practice managers undergo learning journeys to build people manager competencies.
Under the aegis of Wipro Leadership Institute, Wipro’s flagship programs are meticulously designed to shape mindsets and foster personal growth and awareness by encouraging leaders to pause and recalibrate their strategic focus. These programs are delivered in person to senior managers, general managers, and vice presidents. We believe building a learning culture starts at the top. Our senior leaders in essential roles are assigned personal coaches and participate in executive leadership programs at prestigious institutions such as Harvard, Wharton, Chicago Booth, INSEAD and Stanford.
Performance Evaluations
Wipro’s performance philosophy promotes a high-performance culture which is built on a bedrock of transparency, merit and development. Leveraging the best of technology, AI-enabled insights from Wipro’s WiNow, our focus remains on providing real time continuous feedback enabling individuals to operate at their very best. We operate in a matrix setup and our performance management processes are designed to cater to these nuances. Performance objectives are co-created by the associate and the manager at the beginning of the financial year.
The design is kept simple, with ease of access and a focus on feedback and quality of conversations. Our Feed-Forward performance management module provides an opportunity for associates to seek or provide feedback throughout the year from or to any stakeholder. This feature enables recording comments for associates’ at critical career milestones such as Project Change, Manager Change or Manager Resignation. Feed-Forward is the fulcrum on which we have pivoted continuous development. Along with Feed-Forward, we encourage regular informal manager-team member sharing meetings to exchange inputs. There is an opportunity to have sit-down reviews bi-annually (October: mid-year review and April: annual review). Our annual performance review culminates in a calibrated performance rating, where managers provide feedback to their team members along with the rationale for the rating. Appropriate development plans and interventions are charted basis inputs. Processes are designed to equip line managers to own the career development and growth for their team members and are anchored on data and fairness.
We continually strive to provide our employees with compensation packages that incentivize consistent and sustainable corporate performance and enable retention of high performing and high potential talent. Our compensation philosophy also aims to recognize individual performance while emphasizing team results and outcomes. We aim to conduct assessments of pay competitiveness vis-à-vis the identified peers, markets and geographies. We recognize the size and scope of the role and the market standing, skills and experience of incumbents while positioning them from a total rewards perspective.
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Our pay mix is comprised of cash-based components like fixed pay and short-term incentives (variable pay) and non-cash components that include benefits like retirals and health insurance. Our leaders are also granted long-term incentives (equity pay). Compensation for executives is tied to delivery of long-term, sustainable value to shareholders and other stakeholders. Accordingly, a meaningful portion of pay is subject to achievement of short and long-term corporate and business unit performance goals. We have adopted stock incentive plans over the years, like our employee stock purchase plan in 1984, employee stock option plans in 1999 and 2000, RSU option plans in 2004, 2005 and 2007, and the Wipro Equity Reward Trust employee stock purchase plan in 2013, as part of the Company’s compensation program.
In July 2024, we adopted a new scheme for the grant of employee stock options, performance stock units and/or restricted stock units to the eligible employees of the Company and Wipro Limited group companies.
Share Ownership
The following table sets forth, as of March 31, 2025, for each director and executive officer, the total number of equity shares, ADSs and vested and unexercised options to purchase equity shares and ADSs exercisable within 60 days of March 31, 2025. Beneficial ownership is determined in accordance with the rules of the SEC. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe the persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned. The number of shares beneficially owned includes equity shares, equity shares underlying ADSs and the shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2025. Our directors and executive officers do not have a differential voting right with respect to their equity shares, ADSs, or options to purchase equity shares or ADSs. For the convenience of the readers, the stock option exercise price has been translated into U.S. Dollars based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on March 31, 2025, which was ₹ 85.43 per U.S.$ 1. The share numbers and percentages listed below are based on 10,472,136,049 equity shares outstanding as of March 31, 2025.
Equity Sharesbeneficiallyowned
Percentageof TotalEquitySharesOutstanding
EquitySharesUnderlyingOptionsGranted
ExercisePrice(U.S.$)
Date of expiration
Azim H. Premji (1)(2)
7,616,840,898
72.73
Srinivas Pallia (3)(4)
200,000
*
237,248
0.03
November 2026
66,020
158,562
May 2027
158,564
319,012
May 2028
94,476
50,872
592,448
Rishad A. Premji (2)
13,537,782
**
Patrick J. Ennis
Aparna C. Iyer (3)(4)
102,310
21,368
51,500
98,384
98,382
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* Represents less than 1% of the total equity shares outstanding as of March 31, 2025.
** Equity shares held by Mr. Rishad A. Premji are jointly with his relative and included in shareholding of Mr. Azim H. Premji.
Employee Stock Option Plans
We have various RSU plans (referred to as “stock option plans”). Our stock option plans provide for grants of options to eligible employees and directors. Our stock option plans are administered by our Nomination and Remuneration Committee appointed by our Board of Directors. The Committee has the sole power to determine the terms of the units granted, including the exercise price, selection of eligible employees and directors, the number of equity shares to be covered by each option, the vesting and exercise periods, and the form of consideration payable upon such exercise. In addition, the Committee has the authority to amend, suspend or terminate the stock option plan with the approval of the shareholders, provided that no such action may adversely affect the rights of any participant under the plan.
Our stock option plan generally does not allow for the transfer of options and only the optionee may exercise an option during his or her lifetime. The vesting period for the options under the stock option plans range from 12 months to a maximum of 84 months. An optionee generally must exercise any vested options within a prescribed period as per the respective stock option plans generally before the termination date of the stock option plan. A participant must exercise any vested options prior to termination of services with us or within a specified post-separation period ranging from seven days to six months from the date of the separation, depending on the reason for separation. If an optionee’s termination is due to death or disability, his or her option will fully vest and become exercisable. In case of retirement, the option will fully vest and become exercisable, subject to completion of the minimum vesting period prescribed under law.
The salient features of our stock plans are as follows:
Name of plan
Number ofoptions (1)
Range ofexerciseprices (1)
Effective date
Terminationdate
Other remarks
Wipro ADS Restricted Stock Unit Plan
(WARSUP 2004 plan) (2)(3)
174,595,958
U.S.$
June 11, 2004
Perpetual until theoptions are availablefor grant under theplan
Wipro employee Restricted Stock Unit
Plan 2005 (WSRUP 2005 plan) (2)(3)
96,595,958
₹
July 21, 2005
Plan 2007 (WSRUP 2007 plan) (2)(3)
67,663,302
July 18, 2007
Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 (Wipro 2024 Scheme) (2)(4)
400,000,000
July 18, 2024
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Please also refer to Note 29 of our Notes to Consolidated Financial Statements.
At its meeting held over April 18-19, 2024, the Board of Directors approved the adoption of “Wipro Limited Employee Stock Options, Performance Stock Unit and Restricted Stock Unit Scheme 2024” (the “Scheme”) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, 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 this 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 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.
Wipro Equity Reward Trust (the “WERT”)
We established the WERT in 1984 to allow our employees to acquire a greater proprietary stake in our success and growth, and to encourage our employees to continue their association with us. The WERT, which is administered by a Board of Trustees, is designed to give eligible employees the right to receive restricted shares and other compensation benefits at the times and on the conditions that we specify. Such compensation benefits include voluntary contributions, loans, interest and dividends on investments in the WERT and other similar benefits.
Pursuant to the shareholder approval at the shareholder meeting held in July 2014, the Company is authorized to transfer shares from the WERT to employees on exercise of vested Indian RSUs. During the year ended March 31, 2025, no shares were transferred by the WERT to eligible employees on exercise of stock options. As of March 31, 2025, the WERT held 11,905,480 shares of the Company.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Item 7. Major Shareholders and Related Party Transactions
Major Shareholders
The following table sets forth certain information regarding the beneficial ownership of our equity shares as of March 31, 2025, of each person or group known by us to own beneficially 5% or more of our outstanding equity shares.
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to such shares. Shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2025, are deemed to be outstanding or to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding or to be beneficially owned for the purpose of computing the percentage ownership of any other person. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The number of shares and percentage ownership are based on 10,472,136,049 equity shares outstanding as of March 31, 2025.
Name of Beneficial Owner
Class of
Security
Number of
Shares
Beneficially
Held as of
March 31, 2025
% of
Outstanding
Azim H. Premji (1)
Equity
Hasham Traders
1,767,826,730
16.88
Prazim Traders
2,041,297,946
19.49
Zash Traders
2,081,133,582
19.87
Azim Premji Trust
1,063,185,966
10.15
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Our ADSs are listed on the NYSE. Each ADS represents one equity share of par value ₹ 2 per share. Our ADSs are registered pursuant to Section 12(b) of the Exchange Act and, as of March 31, 2025, 2.78% of the Company’s equity shares are held through ADSs by approximately 103,047 holders of record. As of March 31, 2025, approximately 97.22% of the Company’s equity shares are held by 2,431,179 holders.
Our equity shares can be held by Foreign Institutional Investors (“FIIs”) and Non-Resident Indians (“NRIs”) who are registered with SEBI, and the RBI. As of March 31, 2025, about 8.45% of the Company’s equity shares were held by these FIIs, NRIs, foreign nationals and FPIs, some of which may be residents or corporate entities registered in the United States and elsewhere. We are unaware of whether FIIs and/or NRIs hold our equity shares as residents or as corporate entities registered in the United States.
Our major shareholders do not have differential voting rights with respect to their equity shares. To the best of our knowledge, we are not owned or controlled directly or indirectly by any government or by any other corporation. We are not aware of any arrangement, the operation of which may at a subsequent date result in a change in control, of our Company.
Related Party Transactions
Terms of Employment Arrangements and Indemnification Agreements: We are a party to various employment and indemnification agreements with our directors and executive officers. See “Terms of Employment Arrangements” under Item 6 of this Annual Report on Form 20-F for a description of the agreements that we have entered into with our directors and executive officers.
Related parties: For details and summary of transactions with related parties, please refer to Note 31 to the Consolidated Financial Statements.
Item 8. Financial Information
Consolidated Statements and Other Financial Information
Please refer to the following Consolidated Financial Statements and the Auditor’s Report under Item 18 in this Annual Report on Form 20-F for the fiscal year ended March 31, 2025:
The financial statements of the Company included in this Annual Report on Form 20-F have been prepared in accordance with IFRS as issued by the IASB.
Export Revenue
For the years ended March 31, 2023, 2024 and 2025, 97.2%, 97.4% and 97.7% of our total segment revenue, respectively, was from export of our products and rendering of services to customers outside of India.
For the years ended March 31, 2023, 2024 and 2025, we generated ₹ 884,233 million, ₹ 874,459 million and ₹ 870,217 million from export against our total segment revenues of ₹ 909,348 million, ₹ 897,943 million and ₹ 890,916 million, respectively.
Please see the section titled “Legal Proceedings” under Item 4 of this Annual Report on Form 20-F for this information.
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Dividends
Public companies in India typically pay cash dividends even though the amount of such dividends varies from company to company. Under Indian laws, a corporation can pay dividends upon a recommendation by its board of directors and approval by a majority of the shareholders, who have the right to decrease but not increase the amount of the dividend recommended by the board of directors. Under the Companies Act, 2013, dividends may be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years. The Companies Act, 2013 contains specific conditions for the declaration of dividend out of reserves. The Companies (Declaration and Payment of Dividend) Rules, 2014 (the “Dividend Rules”) also clarify that if there is an inadequacy or absence of profits in any year, a company can declare dividend out of surplus subject to compliance of certain conditions as prescribed in the Dividend Rules. Further, the board of directors may, subject to certain conditions, declare interim dividend during any financial year or at any time during the period from closure of financial year until the holding of the annual general meeting out of the surplus in the profit and loss account or out of profits of the financial year for which such interim dividend is sought to be declared or out of profits generated in the financial year till the quarter preceding the date of declaration of the interim dividend.
Although we have no current intention to discontinue dividend payments, we cannot assure you that any future dividends will be declared or paid or that the amount thereof will not be decreased. Holders of ADSs will be entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the Depositary in rupees and are generally converted by the Depositary into U.S. Dollars and distributed, net of depositary fees, taxes, if any, and expenses, to the holders of such ADSs.
The Company’s Board-approved Capital Allocation and Dividend Distribution Policy is available on the corporate governance page of the Company’s website at www.wipro.com.
Significant Changes
Item 9. The Offer and Listing
Our equity shares are traded on the BSE and the NSE (together, the “Indian Stock Exchanges”). Our ADSs, as evidenced by ADRs, are traded in the U.S. on the NYSE, under the ticker symbol “WIT”. Each ADS represents one equity share. Our ADSs began trading on the NYSE on October 19, 2000.
As of March 31, 2025, we had 10,472,136,049 issued and outstanding equity shares. As of March 31, 2025, there were approximately 103,047 record holders of ADRs evidencing 291,183,042 equivalent ADSs equity shares. As of March 31, 2025, there were 2,431,180 record holders of our equity shares listed and traded on the Indian Stock Exchanges.
In June 2021, Wipro IT Services, LLC, a wholly owned step-down subsidiary of the Company, issued the Notes. The Notes are listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
Plan of Distribution
Markets
Our equity shares are traded on the Indian Stock Exchanges, and our ADSs began trading in the United States on the NYSE on October 19, 2000.
Trading Practices and Procedures on the Indian Stock Exchanges
Trading on Indian Stock Exchanges is accomplished on electronic trading platforms. Orders can be entered with a specified term of validity that may last until the end of the session or day. Dealers must specify whether orders are for a proprietary account or for a client. The Indian Stock Exchanges specify certain margin requirements for trades executed on the exchange, including margins based on the volume or quantity of exposure that the broker has on the market, as well as mark-to-market margins payable on a daily basis for all outstanding trades. Trading on the Indian Stock Exchanges normally takes place from 9:15 a.m. to 3:30 p.m. on all weekdays, except holidays. The Indian Stock Exchanges do not permit carry forward trades. They have separate margin requirements based on the net exposure of the broker on the exchange. The Indian Stock Exchanges also have separate online trading systems and separate clearing houses.
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The Indian Stock Exchanges earlier operated on a trading day plus one, or T+1 rolling settlement systems. Effective January 31, 2025, the Indian Stock Exchanges introduced a trading day plus zero, or T+0 rolling settlement system, on an optional basis. On the same day, obligations are settled with buyers of securities paying for and receiving securities, while sellers transfer and receive payment for securities.
In order to contain the risk arising out of the transactions entered into by the members in various securities either on their own account or on behalf of their clients, the largest exchanges have designed risk management procedures, which include compulsory prescribed margins on the individual broker members, based on their outstanding exposure in the market, as well as stock specific margins from the members. In order to restrict abnormal price volatility, SEBI has instructed the Indian Stock Exchanges to apply the following price bands, calculated at the previous day’s closing price.
Index Based Market Wide Circuit Breaker
Market-wide circuit breakers are applied to the market for movements by 10%, 15% and 20% for two prescribed market indices; the SENSEX for the BSE and the Nifty 50 for the NSE. If any of these circuit breaker thresholds are reached, trading on all equity and equity derivatives markets nationwide is halted. This circuit breaker brings about a coordinated trading halt in all equity and equity derivative markets nationwide. The market wide circuit breakers would be triggered by movement of either the SENSEX or the Nifty 50 whichever is breached earlier. In the event of a 10% movement of either of these indices, there would be a 45-minute market halt if the movement takes place before 1 p.m. In the event the movement takes place at or after 1 p.m. but before 2:30 p.m. there will be a trading halt for 15 minutes. In the event the movement takes place at or after 2:30 p.m. there will be no trading halt at the 10% level and the market will continue trading. If there is a 15% movement of either index, there will be a 1-hour 45-minute market halt if the movement takes place before 1 p.m. If the 15% trigger is reached at or after 1 p.m. but before 2 p.m., there will be a 45-minute halt. If the 15% trigger is reached on or after 2 p.m. the trading will halt for the remainder of the day. In case of a 20% movement of the index, the trading will be halted for the remainder of the day. The index circuit breaker limits for 10%, 15% and 20% levels are computed on a daily basis based on the previous day’s closing level of the index rounded off to the nearest tick size.
Listing
SEBI has promulgated the SEBI Listing Regulations, which governs listing and disclosure obligations of listed companies. These regulations are amended through issuances of formal amendment notifications by SEBI from time to time. The Indian Stock Exchanges monitor the listed companies under the supervision of SEBI.
The National Stock Exchange of India Limited
The estimated aggregate market capitalization of stocks trading on the NSE as of March 31, 2025 was approximately U.S.$ 4.81 trillion. The clearing and settlement operations of the NSE are managed by its wholly owned subsidiary, NSE Clearing Limited (“NSE Clearing”). Funds settlement takes place through designated clearing banks. NSE Clearing interfaces with the depositaries on the one hand and the clearing banks on the other to provide delivery versus payment settlement for depositary-enabled trades.
The BSE Limited
The estimated aggregate market capitalization of stocks trading on the BSE as of March 31, 2025 was approximately U.S.$ 4.83 trillion. The BSE began allowing online trading in May 1995. Only a member of the BSE has the right to trade in the stocks listed on the BSE. The Indian Clearing Corporation Limited carries out the functions of clearing, settlement, collateral management and risk management for various segments of the BSE.
Derivatives
Trading in derivatives in India takes place on a separate segment of an existing stock exchange. The derivative segment of a stock exchange is under the supervision of the SEBI.
Depositories
The National Securities Depository Limited and Central Depository Services (India) Limited are the two depositories that provide electronic depository facilities for trading in equity and debt securities in India. The SEBI mandates that a company making a public or rights issue or an offer for sale to enter into an agreement with a depository for dematerialization of securities already issued or proposed to be issued to the public or existing shareholders. The SEBI has also provided that the issue and allotment of shares in initial public offerings and/or the trading of shares shall only be in electronic form.
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Securities Transaction Tax
A brief description of the securities transaction tax and capital gains treatment under Indian law is provided under the section “Taxation” in Item 10 of this Annual Report on Form 20-F.
Selling Shareholders
Dilution
Expenses of the Issue
Item 10. Additional Information
The Company is subject to the Companies Act, 2013, which replaced the prior Indian Companies Act, 1956 (“Companies Act, 1956”), effective as of April 1, 2014. The MCA introduces amendments, from time to time, through circulars, notifications and other methods, effecting modifications to or changes in the Companies Act, 2013.
Share Capital
Memorandum and Articles of Association
Set forth below is a brief summary of the material provisions of our Articles of Association and the Companies Act, 2013, all as currently in effect. Wipro Limited is registered under the Indian Companies Act, 1913, which is now superseded by the Companies Act, 2013. We are registered with the Registrar of Companies, located in Bengaluru, Karnataka, India, under the Corporate Identification Number L32102KA1945PLC020800. The following description of our Articles of Association does not purport to be complete and is qualified in its entirety by the amended Memorandum of Association included as an exhibit to the Form 6-K filed with the SEC on February 28, 2019 and the amended Articles of Association included as an exhibit to the Form 6-K filed with the SEC on July 18, 2019. The Memorandum and Articles of Association of the Company are available at www.wipro.com.
Our Articles of Association provide that the minimum number of directors shall be 4 and the maximum number of directors shall be 15. One-third of these directors must retire from office at each Annual General Meeting of the shareholders. Under the Companies Act, 2013, independent directors are not subject to retirement by rotation. However, no independent director shall hold office for more than two consecutive terms. Under the Companies Act, 2013, an independent director may be appointed to hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on the passing of a special resolution and such other compliances as may be required. The Chairman of our Board is not subject to retirement by rotation. Our Articles of Association provide that at least two-thirds of the remaining directors shall be subject to retirement by rotation. Our Articles of Association do not mandate the retirement of our directors under an age limit requirement. Our Articles of Association do not require our Board members to be shareholders in our Company.
Our Articles of Association provide that any director who has a personal interest in a transaction must disclose such interest, must abstain from voting on such transaction and may not be counted for purposes of determining whether a quorum is present at the meeting.
The remuneration payable to our directors is fixed by the Nomination and Remuneration Committee of the Board of Directors and approved by our Board of Directors and our shareholders in accordance with the provisions of the Companies Act, 2013, and the rules and regulations made thereunder.
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Objects and Purposes of Our Memorandum of Association
The following is a summary of our existing objectives as set forth in Section 3 of our Memorandum of Association:
Borrowings Power Exercisable by the Directors
The Board of Directors has the authority to borrow funds up to a limit of one time the Company’s paid-up capital, free reserves and securities premium. Borrowings beyond this limit will require the approval of the shareholders of the Company.
Number of Shares Required for Director’s Qualification
Directors are not required to hold shares in the Company as a pre-requisite to serving on our Board of Directors.
Dividends, Bonus Shares and Buyback of Equity Shares
Under the Companies Act, 2013, unless our Board of Directors recommends the payment of a dividend, we may not declare a dividend. Similarly, under our Articles of Association, although the shareholders may, at the Annual General Meeting of the shareholders, approve a dividend in an amount less than that recommended by the Board of Directors, they cannot increase the amount of the dividend. In India, dividends are declared as a fixed sum per share on the company’s equity shares. The dividend recommended by the Board, if any, and subject to the limitations described above, is distributed and paid to shareholders in proportion to the paid-up value of their shares within 30 days of the approval by the shareholders at the Annual General Meeting. Pursuant to our Articles of Association, our Board of Directors has discretion to declare and pay interim dividends without shareholder approval. An interim dividend is to be paid to the shareholders within 30 days from date of declaration by the Board of Directors. Under the Companies Act, 2013, read with the SEBI Listing Regulations, dividends can only be paid in cash to the registered shareholder as at a record date fixed for this purpose or to his order or his banker’s order.
During fiscal year 2025, we declared an interim cash dividend of ₹6 per equity share. The Board recommended the adoption of the interim dividend of ₹6 per equity share as the final dividend for the year ended March 31, 2025. Thus, the total dividend for the year ended March 31, 2025 was ₹6 per equity share.
The Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time, the “IEPF Rules”), provides that any dividends that remain unpaid or unclaimed for a period of seven consecutive years are to be transferred to the Investor Education and Protection Fund created by the GoI after the stipulated time. The Companies Act, 2013 also stipulates that the underlying shares with respect to those dividends shall be transferred to the Investor Education and Protection Fund Authority (“IEPF Authority”). The MCA notified the IEPF Rules which introduced various provisions with regard to the transfer of shares when a dividend has not been paid or claimed for seven consecutive years or more to the IEPF Authority, as outlined under Section 124(6) of the Companies Act, 2013. Accordingly, during the year ended March 31, 2025, the Company transferred ₹ 3.39 million (U.S.$ 0.04 million) and 194,841 equity shares that were due for transfer to the IEPF Authority in cases where the period of seven consecutive years has been completed.
Although we have no current intention to discontinue dividend payments, we cannot assure you that any future dividends will be declared or paid or that the amount thereof will not be decreased. Holders of ADSs will be entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the Depositary in Indian Rupees and are generally converted by the Depositary into U.S. Dollars and distributed, net of depositary fees, taxes, if any, and expenses, to the holders of such ADSs.
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Our Board-approved Capital Allocation and Dividend Distribution Policy is available on the corporate governance page of the Company’s website at www.wipro.com.
Bonus Shares (Commonly known as Stock Dividend in the United States)
In addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act, 2013 permits a company to distribute an amount transferred from the general reserves or other permitted reserves, including a securities premium account, capital redemption reserves and surplus in the company’s statement of income, to its shareholders in the form of bonus shares, which are similar to a stock dividend. Bonus shares are distributed to shareholders in the proportion recommended by the Board of Directors to such shareholders of record on a fixed record date when they are entitled to receive such bonus shares. Any bonus shares issuance would be subject to relevant provisions of the Companies Act, 2013, SEBI guidelines and approval of shareholders.
At its meeting held on October 17, 2024, our Board of Directors approved an issue of stock dividend, commonly known as bonus issue in India, in the proportion of 1:1, i.e., 1 (one) bonus equity share of ₹ 2 each for every 1 (one) fully paid-up equity shares held (including ADS holders). The said bonus issue was approved by the shareholders of the Company vide resolution dated November 21, 2024 passed through postal ballot/e-voting. Subsequently, on December 4, 2024, the Company allotted the bonus equity shares to the shareholders who held equity shares as on the record date of December 3, 2024.
The stock dividend does not affect the ratio of ADSs to equity shares, such that each ADS after the stock dividend shall continue to represent one equity share of par value of ₹ 2 per share.
Buyback of Equity Shares
Under the Companies Act, 2013, a company can reduce its share capital, subject to fulfillment of conditions. A company is not permitted to acquire its own shares for treasury operations. Public companies which are listed on a recognized stock exchange in India must comply with provisions of the SEBI (Buyback of Securities) Regulations, 2018 (as amended from time to time). Accordingly, the board of directors can approve a buyback of up to 10% of paid-up equity capital and free reserves. In the event the buyback size is above 10% and up to 25% of paid-up equity capital and free reserves, the company is also required to obtain shareholders’ approval. In order for ADS holders to participate in a buyback, they must become direct holders of equity shares as of the record date fixed for the buyback.
During fiscal year ended March 31, 2025, the Company did not buyback any equity shares from its shareholders.
Consolidation and Subdivision of Shares
The Companies Act, 2013 permits a company to split or combine the par value of its shares, provided such split or combination is not made in fractions. Shareholders of record on a fixed record date are entitled to receive the split or combination shares. The Company did not make any consolidation or sub-division of its shares during the fiscal year ended March 31, 2025.
The Board of Directors has the power to increase and reduce or consolidate or sub-divide the capital of the Company subject to the applicable provisions of Companies Act, 2013 and the Articles of Association of the Company. Currently, the Board of Directors has the power to divide the shares in the capital into several classes and to attach preferential, deferred, qualified or special rights, privileges or conditions as may be determined by, or in accordance with, the Articles of Association of the Company. Further, the Board of Directors has the ability to verify, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 2013 or provided by the Articles of Association of the Company if and whenever the capital of the Company is divided into shares of different class, and the rights of any such class may be varied, modified, affected, extended, abrogated or surrendered as provided by the said Act, by the Articles of Association or by the terms of issue, but not further or otherwise.
Preemptive Rights, Issue of Additional Shares and Distribution of Rights
The Companies Act, 2013 gives equity shareholders the right to subscribe for new shares in proportion to their respective existing shareholding unless otherwise determined by a special resolution passed by a general meeting of the shareholders, and the right to renounce such subscription right in favor of any other person. Holders of ADSs may not be permitted to participate in any such offer.
If we ever plan to distribute additional rights to purchase our equity shares, we will give prior written notice to the Depositary and we will assist the Depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.
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The Depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, subject to all of the documentation contemplated in the Deposit Agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The Depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new equity shares directly, rather than new ADSs.
The Depositary will not distribute the rights to you if:
The Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders in the same manner as in cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.
Voting Rights
The Companies Act, 2013 provides for listed companies like ours to compulsorily provide for electronic voting by its members. The timelines and procedure for such voting are provided for in Companies (Management and Administration) Rules, 2014 with the necessary clarifications and applicability of the rules provided by the MCA. Our procedures comply with such rules and provide the opportunity for electronic voting by shareholders.
Liquidation Rights
Subject to the rights of creditors, employees and the holders of any shares entitled by their terms to preferential repayment over the equity shares, if any, in the event of our winding-up, the holders of the equity shares are entitled to be repaid the amounts of paid up capital or credited as paid up on those equity shares. All surplus assets after payments to the holders of any preference shares at the commencement of the winding-up shall be paid to holders of equity shares in proportion to their shareholdings.
Preference Shares
Preference shares have preferential dividend and liquidation rights. Preference shares may be redeemed if they are fully paid, and only out of our profits, or out of the proceeds of the sale of shares issued for purposes of such redemption. Holders of preference shares do not have the right to vote at shareholder meetings, except on resolutions which directly affect the rights of their preference shares and any resolution for the winding up of the Company or for the repayment or reduction of its equity or preference share capital. However, holders of preference shares have the right to vote on every resolution at any meeting of the shareholders if the dividends due on the preference shares have not been paid, in whole or in part, for a period of at least two years prior to the date of the meeting. As at March 31, 2025, we had no preference shares issued and/or outstanding.
Redemption of Equity Shares
Under the Companies Act, 2013, unlike preference shares, equity shares are not redeemable.
Sinking Fund Provisions
Liability to Further Capital Calls by the Company
Discriminatory Provisions in Articles
There are no provisions in our Articles of Association discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.
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Alteration of Shareholder Rights
Under the Companies Act, 2013, the rights of any class of shareholders can be altered or varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class if the provisions with respect to such variation are contained in the Memorandum of Association or Articles of Association of the Company, or in the absence of any such provision in the Memorandum of Association or Articles of Association, if such variation is not prohibited by the terms of issue of the shares of that class.
Under the Companies Act, 2013, the Articles of Association may be altered only by way of a special resolution.
Meeting of Shareholders
We must convene an Annual General Meeting of the shareholders (“AGM”) within six months after the end of each fiscal year or within 15 months of the previous AGM, whichever is earlier, and may convene an extraordinary general meeting of shareholders when necessary or at the request of a shareholder or shareholders holding at least 10% of our paid up capital carrying voting rights. As per the provisions of the SEBI Listing Regulations, the top 100 listed entities in India, as ranked by market capitalization and determined as on March 31 of each financial year, must hold an AGM within five months from the end of the financial year and provide a one-way live webcast of the proceedings of the AGM. Our AGM is generally convened by our Company Secretary pursuant to a resolution of our Board of Directors. Written notice setting out the agenda of the meeting must be given at least 21 days, either through electronic communication or hard copy mail, excluding the days of mailing and date of the meeting, prior to the date of the AGM to the shareholders of record. Shareholders who are registered as shareholders on a pre-determined date are entitled to such notice or their proxies and have a right to attend or vote at such meeting. The AGM must be held at our registered office or at such other place within the city in which the registered office is located. Meetings other than the AGM may be held at any other place within India, if so determined by our Board of Directors. The Companies Act, 2013 provides that a quorum for an AGM is the presence of at least thirty shareholders in person. Additionally, shareholder consent for certain items or special business is required to be obtained by a postal ballot. In order to obtain the shareholders’ consent, our Board of Directors appoints a scrutinizer, who is not in our employment, who, in the opinion of the Board, can conduct the postal ballot voting process in a fair and transparent manner in accordance with the provisions of Companies (Management and Administration) Rules, 2014. However, any item of business required to be transacted by way of a postal ballot may be transacted at a general meeting by a company which is required to provide facility to shareholders to vote by electronic means in a general meeting. The Companies Act, 2013 and the SEBI Listing Regulations provide for electronic voting in shareholders’ meetings for all listed companies. Shareholders will be able to vote electronically based on the user ID and password provided to them. Accordingly, we may choose to transact such items either through postal ballot or at a general meeting.
Since 2020, the MCA and SEBI issued various relaxations to listed companies, such as allowing listed companies to conduct extraordinary general meetings and AGMs through video conferencing or other audiovisual means and consideration of attendance of shareholders through video conferencing or other audiovisual means for the purposes of reckoning quorum, among other things.
The Company typically conducts its AGM in July every year.
Mergers and Acquisitions
Mergers and acquisitions are an integral part of our business strategy because acquisitions help us leapfrog in strategic areas and capture high-demand high-potential market opportunities. Our goal is to fast-track capability building in emerging areas and accelerate our access and footprint in identified markets. With a strong post-merger integration focus, we are committed to driving synergies and effectively integrating acquisitions.
During the year ended March 31, 2024, our Board of Directors approved a scheme of amalgamation, pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, for the merger of the following wholly-owned subsidiaries with and into Wipro Limited:
The Company is awaiting the approval from the Hon’ble National Company Law Tribunal (the “NCLT”) on the proposed merger.
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Audit and Annual Report
At least twenty-one days before the Annual General Meeting of the shareholders (excluding the days of mailing and date of the meeting), we are required to distribute to our shareholders audited financial statements including consolidated financial statements and the related reports of our Board of Directors and the auditors, together with a notice convening the Annual General Meeting. The SEBI permits distribution of abridged financial statements to shareholders in India in lieu of complete versions of financial statements. Under the Companies Act, 2013, a company must file its financial statements, including the balance sheet and annual statement of profit and loss account and consolidated financial statements presented to the shareholders within 30 days of the conclusion of the Annual General Meeting, with the Registrar of Companies.
After the global COVID-19 pandemic, SEBI permitted listed companies to send copies of its financial statements (including the Board’s report and auditor’s report) and other documents required to be attached therewith, only by email to shareholders.
A company must also file an annual return containing a list of the company’s shareholders and other company information within 60 days of the conclusion of the annual general meeting.
Limitations on the Rights to Own Securities
The limitations on the rights to own securities imposed by Indian law, including the rights of non-resident or foreign shareholders to hold securities, are discussed in Item 10 of this Annual Report on Form 20-F, under the sections titled “Investment by NRIs”, “Investment by Foreign Portfolio Investors”, “Investment by Foreign Venture Capital Investors” and “Overseas Direct Investment (ODI)” and is incorporated herein by reference.
Voting Rights of Deposited Equity Shares Represented by ADSs
As soon as practicable after receipt of notice of any meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights. The Depositary shall then mail to the holders of ADSs a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials, (b) that each holder on the record date set by the Depositary therefore will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such holders of ADSs, and (c) the manner in which such instruction may be given, including instructions to give discretionary proxy to a person designated by us.
On receipt of the aforesaid notice from the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their ADSs. For such instructions to be valid, the Depositary must receive them on or before a specified date.
The Depositary will make all reasonable efforts, and subject to the provisions of Indian law, our Memorandum and Articles of Association, to vote or to have its agents vote the shares or other deposited securities as per our ADS holders’ instructions. The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise any voting discretion.
Neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect of any vote. There is no guarantee that our shareholders will receive voting materials in time to instruct the Depositary to vote and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.
Register of Shareholders; Record Dates; Transfer of Shares
We maintain a register of our shareholders holding equity shares in electronic form through the National Securities Depository Limited and the Central Depository Services (India) Limited and of our shareholders holding equity shares in physical form through our registrar and share transfer agents i.e., KFin Technologies Limited. For the purpose of determining the shareholders entitled to annual dividends, if any, a record date or date of closure of transfer books is determined prior to the AGM of the shareholders. The Company is required to intimate the record date to all the stock exchanges where it is listed, inter alia, for the following purposes: the declaration of dividends, issuances of rights to equity or bonus shares, issuances of shares for conversion of debentures or any other convertible security, corporate actions such as mergers, demergers, splits and bonus shares, and buybacks. The SEBI Listing Regulations require us to give at least three working days’ prior notice to the stock exchanges before such record date, excluding the date of intimation and the record date. Additionally, the SEBI Listing Regulations prescribe that the Company shall ensure the time gap of at least five working days between two record dates.
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Shares held through depositaries are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by SEBI. The requirement to hold the equity shares in book entry form will apply to the ADS holders when the equity shares are withdrawn from the depositary facility upon surrender of the ADSs. In order to trade the equity shares in the Indian market, the withdrawing ADS holder will be required to comply with the procedures described above.
The equity shares of a public company are freely transferable, subject only to the provisions of Sections 56 and 58 of the Companies Act, 2013.
Pursuant to Section 59(4) of the Companies Act, 2013, if a transfer of shares contravenes any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or the Companies Act, 2013, or the regulations issued thereunder, or the Insolvency and Bankruptcy Code, 2016 or any other Indian laws in force at the time, the NCLT may, on application made by the Company, a depositary incorporated in India, an investor, SEBI or other parties, direct the rectification of the register of records.
In accordance with the proviso to Regulation 40(1) of the SEBI Listing Regulations (as amended), effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depositary. Shareholders may, however, tender such physical shares in an open offer, buyback through tender offer and exit offer in case of voluntary or compulsory delisting.
Disclosure of Ownership Interest
Section 89 of the Companies Act, 2013 requires, inter alia, beneficial owners of shares of Indian companies who are not holders of record to declare to the company details of the beneficial owner. Section 90 of the Companies Act, 2013 requires, inter alia, a significant beneficial owner (as defined therein) to submit necessary declarations to the company regarding the details of ownership interests held in that company. Further, every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require such individual to comply with the applicable provisions. Detailed guidelines with regard to declaration and filing of beneficial ownership details have been prescribed under the Companies (Significant Beneficial Owners) Rules, 2018 and Companies (Management and Administration) Rules, 2014, as amended from time to time.
A significant beneficial owner means every individual who, acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in the reporting company: a) holds indirectly, or together with any direct holdings, not less than 10% of the shares; b) holds indirectly, or together with any direct holdings, not less than 10% of the voting rights in the shares; c) has the right to receive or participate in not less than 10% of the total distributable dividend or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings; or d) has the right to exercise, or actually exercises, significant influence or control, in any manner other than through direct holdings alone, over the company.
Provisions on Changes in Capital
Our authorized capital can be altered by an ordinary resolution of the shareholders. The additional issue of shares is subject to the preemptive rights of the shareholders and provisions governing the issue of additional shares are discussed in Item 10 of this Annual Report on Form 20-F. In addition, a company may increase its share capital, consolidate its share capital into shares of larger face value than its existing shares or sub-divide its shares by reducing their par value, subject to an ordinary resolution of the shareholders.
Independent Directors Databank
In October 2019, the MCA introduced the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and amended the Companies (Appointment and Qualification of Directors) Rules, 2014, effective December 1, 2019. The amendments mandate that existing Independent Directors, as well as those aspiring to become Independent Directors, apply online for inclusion of their name in the Independent Directors Databank and undergo an online proficiency self-assessment test within a period of two years. The MCA has, from time to time, exempted various categories of Independent Directors from the requirement to undergo the self-assessment test.
The Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 authorized the Indian Institute of Corporate Affairs as the institute responsible for the creation and maintenance of the online databank, empanelment of existing and aspiring independent directors and for providing a platform for them to acquire knowledge, develop new skills, assess their understanding and apply best practices.
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Compliance requirement relaxations by MCA during the year ended March 31, 2025
The MCA granted certain relaxations in compliance with applicable laws by corporates. The key relaxations introduced are as follows:
MCA amendments during the year ended March 31, 2025
According to the revised Order, companies must now report details regarding payments made to MSMEs after 45 days during the half-year reporting period in the prescribed form. Earlier, companies were not required to file the form unless there were outstanding amounts due to MSMEs at the end of the reporting period.
Corporate Social Responsibility
The Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the “CSR Rules”), requires that companies meet certain thresholds of net worth, turnover or net profits to constitute a CSR Committee and to spend 2% of the company’s average profits, before taxes for the previous three fiscal years, on certain identified areas of CSR. This requirement became effective April 1, 2014. We have complied with this requirement, and a detailed report on CSR will form part of the Annual Report of the Company for fiscal year 2025.
Wipro’s Board-approved CSR policy is available on the corporate governance page of the Company’s website at www.wipro.com.
Investor Education and Protection Fund (IEPF)
The MCA, vide its notification dated September 9, 2024, notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2024. These rules mandate all companies to take a special contingency insurance policy from an insurance company towards the risk arising out of claims filed by investors in respect of e-verification report submitted by the company. In line with this requirement, the Company has procured the Insurance policy.
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Related Party Transactions – Companies Act, 2013 perspective
Pursuant to Section 188 of the Companies Act, 2013, certain related party transactions require approval of a company’s board of directors, as well as the approval of its shareholders if they exceed certain prescribed threshold limits. However, these requirements will not apply if the related party transactions are in the ordinary course of business and at arm’s length. The proviso to Section 177 of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2015 provides that the Audit Committee can approve the related party transactions on an omnibus basis for the fiscal year. In case of transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the annual general meeting for approval, no prior approval of Board and Shareholders will be required, provided such transactions are in the ordinary course of business and at an arm’s length basis. Disclosure of related party transactions is required to be included in the Board’s Report along with justification for entering into such contracts and arrangements.
Rule 6A of Companies (Meetings of Board and its Powers), Rules, 2014 provides that, in approving Related Party Transactions, the Audit Committee shall consider the need for omnibus approval for transactions of repetitive nature, and omnibus approval shall contain or indicate the nature and duration of the transaction, and whether the transactions are in the ordinary course of business and are at an arm’s length price, amongst other requirements.
Under the Companies Act, 2013, where any contract or arrangement is entered into by a director or any other employee, without obtaining the consent of the Audit Committee or Board or approval by an ordinary resolution in the general meeting and if it is not ratified by the Audit Committee or Board or shareholders at a meeting, as the case may be, within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Audit Committee or the Board or the shareholders, as the case may be.
The abridged policy on related party transactions, as amended, is available on the website of the Company at www.wipro.com.
Material Contracts
We are a party to various employment arrangements with our executive directors and executive officers. See “Terms of Employment Arrangements” under Item 6 of this Annual Report on Form 20-F for a further description of the employment arrangements and indemnification agreements that we have entered into with our directors and executive officers.
Transfer of ADSs and Surrender of ADSs
A person resident outside India may transfer the ADSs held in Indian companies to another person resident outside India without any permission. An ADS holder is permitted to surrender the ADSs held by him in an Indian company and to receive the underlying equity shares under the terms of the Deposit Agreement. Under Indian regulations, the re-deposit of these equity shares with the depositary to ADSs may not be permitted.
Depository Receipts Scheme 2014
The Ministry of Finance enacted the new Depository Receipt Scheme, 2014 (“2014 Scheme”) which replaced the Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993. Below is a brief summary of some of the key provisions.
There are certain relaxations provided under the 2014 Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs or GDSs. However, such conversion is subject to compliance with the provisions of the 2014 Scheme and the periodic guidelines issued by the regulatory authorities. Therefore, ADSs converted into Indian shares may be converted back into ADSs, subject to certain limits of sectorial caps.
Under the 2014 Scheme, the foreign depository may take instructions from holders of depositary receipts (“DRs”) to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the 2014 Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of DRs, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999 (“FEMA”).
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The Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” was introduced to define equity shares of the Company held by the public to include shares underlying DRs if the holder of such DRs has the right to issue voting instruction and such DRs are listed in international stock exchange in accordance with the 2014 Scheme.
Conditions for issuance of ADSs or GDSs outside India by Indian Companies
Eligibility of issuer: An Indian Company, which is not eligible to raise funds from the Indian Capital Market including a company which has been restrained from accessing the securities market by SEBI will not be eligible to issue ADSs or GDSs apart from Foreign Currency Convertible Bonds (“FCCB”).
Eligibility of subscriber: Overseas Corporate Bodies (“OCBs”) who are not eligible to invest in India through the portfolio route and entities prohibited to buy, sell or deal in securities by SEBI will not be eligible to subscribe to (i) FCCB and (ii) ADSs or GDSs.
Framework for issuance of DRs
SEBI introduced a framework for issuance of DRs by companies listed or to be listed in India (“DR Framework”), through its circular dated October 10, 2019. The DR Framework, as amended from time to time, sets out requirements for issuance of depository receipts in addition to the requirements under the Companies Act, 2013 and rules thereunder, the Depository Receipts Scheme, 2014 and the foreign exchange regulations.
Through its circular dated December 18, 2020, SEBI provided certain relaxations to NRIs in respect of holding of DRs issued by India-listed companies.
SEBI Listing Regulations
The SEBI Listing Regulations were notified on September 2, 2015 to replace the listing agreement and were implemented from December 1, 2015. The SEBI Listing Regulations consolidate and streamline the provisions of existing listing agreements for different segments of the capital markets (i.e., equity, non-convertible debt securities, non-convertible redeemable preference shares, Indian DRs and securitized debt instruments and units issued by mutual fund schemes). It lays down provisions for transparency and fair disclosures by all Indian-listed companies. Amendments to the SEBI Listing Regulations have been made from time to time to reinforce compliance and protect the interest of investors.
SEBI amended the SEBI Listing Regulations vide its notifications dated May 17, 2024, May 21, 2024, December 13, 2024 and December 31, 2024. The amendments were mainly aimed at: (a) enhancing and streamlining disclosure requirements for material events/information of a listed entity; and (b) strengthening corporate governance by empowering shareholders and protecting minority shareholders.
The key changes introduced by way of the aforesaid amendments are listed below:
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- fine or penalty of Indian Rupees one lakh or more imposed by sectoral regulator or enforcement agency;
- fine or penalty of Indian Rupees ten lakhs or more imposed by other authority or judicial body.
In February 2025, the Industry Standards Forum (“ISF”), consisting of ASSOCHAM, CII and FICCI, released a note on Regulation 30 of Listing Regulations. This note has brought in certain additional clarifications and guidance on the disclosure requirements to stock exchanges.
Related Party Transactions – SEBI Listing Regulations perspective
Under the SEBI Listing Regulations, Related Party Transactions are covered under various Regulations and Schedules. These are as follows:
Regulation 23 of the SEBI Listing Regulations requires every listed entity to formulate a policy on materiality of related party transactions and on dealing with such related party transactions duly approved by the Board. Such policy shall be reviewed by the Board at least once every three years.
Vide its notification dated December 13, 2024, SEBI has amended the provisions of related party transactions. Now the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, KMP or senior management, except he or she is part of a promoter or promoter group, shall not require approval of the audit committee and the transactions related to payment of statutory dues/fees/charges entered into between a listed entity with the government shall be exempted from any prior approval of audit committee or shareholders.
Further, the members of the audit committee may now ratify the related party transactions within 3 months from the date of the transaction or in the immediate next meeting of the audit committee, whichever is earlier, subject to the following conditions:
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In February 2025, SEBI issued the Industry Standards on minimum information to be provided for approval of related party transactions by the audit committee and shareholders. This includes details such as particulars of the related party, relationship and ownership of the related party, and financial performance of the related party, among others. This requirement was made effective for transactions undertaken after April 1, 2025. Vide its circular issued in March 2025, SEBI deferred this requirement to July 1, 2025.
Prohibition of Insider Trading Regulations, 2015
In May 2015, SEBI introduced the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) replacing the earlier framework of the SEBI (Insider Trading) Regulations, 1992. It was introduced with an aim of bringing the basic framework governing the regime of insider trading practices in line with the dynamic global scenario and to tighten the gaps in the existing norms.
Among the various disclosure procedures provided for in the PIT Regulations, constituting a Structured Digital Database (SDD) has been mandated by Regulation 3(5). This database shall contain records of all persons who are in possession of unpublished price sensitive information of the company and such database has to be maintained in a non-tamperable manner and must include timestamping and audit trail to ensure transparency and avoid any fabrication of data through editing.
Vide its notification dated December 4, 2024, SEBI has broadened the definition of connected persons to include the relatives of connected persons as against immediate relatives. SEBI has intended to bring into its ambit persons who may seemingly not occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company’s operations by having possible access to unpublished price sensitive information about the company.
Further, vide its notification dated March 11, 2025, SEBI has broadened the definition of “unpublished price sensitive information” to include: fraud/defaults by the company, its promoter, director, KMP, or subsidiary or their arrest, whether occurred within India or abroad, the outcome of any litigation or dispute which may have an impact on the Company, and a change in ratings other than the ESG rating, among others.
Takeover Code
The Takeover Code is applicable to publicly listed Indian companies and to any person acquiring our equity shares or voting rights in the Company, including ADSs. Under the Takeover Code, upon the acquisition of 5% or more of equity shares or voting rights and every change of 2% thereafter (upward or downward) of the outstanding shares or voting rights of a publicly listed Indian company, the shareholder is required to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed. An ADS holder would be subject to these notification requirements.
Upon the acquisition of 25% or more of such shares or voting rights, or a change in control of the company, the purchaser is required to make an open offer to the other shareholders, offering to purchase at least 26% of all the outstanding shares of the company or such number of shares that will result in the public shareholding not falling below the minimum public holding requirement, whichever is lower. Since we are a listed company in India, the provisions of the Takeover Code will apply to us and to the acquisition of ADS having voting rights. The acquisition of ADS having voting rights, irrespective of conversion into underlying equity shares, is subject to disclosures, an acquisition trigger and the reporting requirements under the Takeover Code.
SEBI vide its notification dated May 17, 2024, has notified that for the purpose of determining the offer price for acquisition of shares under the Takeover Code, the effect on the price of equity shares of the target company due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under Regulation 30(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
In August 2021, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”) were notified and made effective immediately. The SBEB Regulations govern all share-based employee benefit schemes dealing in securities, including employee stock options, employee share purchase, stock appreciation rights, general employee benefits and retirement benefits.
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Under SBEB Regulations, a company may implement a scheme(s) either directly or by setting up an irrevocable trust. If company prefers to implement the scheme through a trust, the same has to be decided upfront at the time of taking approval of the shareholders for setting up the scheme. The trustees of a trust, which is governed under these regulations, shall not vote in respect of the shares held by such trust, to avoid any misuse arising out of exercising such voting rights.
A company shall constitute a compensation committee for administration of the schemes. The compensation committee shall consist of Board of Directors of the company. The compensation committee shall frame suitable policies and procedures to ensure that there is no violation of applicable securities laws by the company and its employees.
Any scheme offered to employees or any variation in the terms of the existing scheme under SBEB Regulations shall be approved by the shareholders through special resolution at the general meeting.
SEBI (Buy-Back of Securities) Regulations, 2018
In September 2018, the new SEBI (Buy-back of Securities) Regulations, 2018 (“Buy-back Regulations”) were approved and made effective. This was introduced with an aim to simplify the language, remove redundant provisions and inconsistencies, update for references to the Companies Act, 2013 and other new SEBI regulations and incorporate information from relevant circulars, frequently asked questions and previously provided informal guidance.
As per Buy-back Regulations, a company may buy-back its shares in the open market through stock exchange at the volume weighted average price of the shares bought-back, during the calendar week in which such shares were received by the broker. Vide its notification dated May 17, 2024, SEBI has provided an exception that the effect on the price of equity shares due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under Regulation 30(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the volume weighted average market price.
Vide its notification dated November 20, 2024, SEBI has amended the Buy-back regulations, and the following are the key highlights:
Enabling T+2 trading of Bonus shares where T is the record date
As a part of the continuing endeavor to streamline the process of the bonus issue of equity shares, it has been decided by SEBI to reduce the time taken for credit of bonus shares and trading of such shares, from the record date of the bonus issue. In light of this change, the shares allotted pursuant to the bonus issue will now be available for trading on the next working date of the allotment of shares.
Compliance requirement relaxations by SEBI
SEBI issued several relaxations in compliance with applicable laws by corporates. Vide its circular dated October 3, 2024, SEBI has extended the relaxation for sending physical copies of financial statements (including the Board’s report, the auditor’s report or other documents required to be attached therewith) to the shareholders, for general meetings conducted until September 30, 2025.
Foreign Direct Investment (“FDI”)
Foreign investments in India are governed by the provisions of the FEMA and the rules and regulations made thereunder. FEMA regulates transactions involving foreign exchange and provides that certain transactions cannot be carried out without the general or special permission of the RBI or the GoI, as the case may be.
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The Ministry of Finance notified the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“NDI Rules”) on October 17, 2019 superseding the Foreign Exchange Management (Transfer of Issue of Security by a Person Resident outside India) Regulations, 2017 (“TISPRO”) and the Foreign Exchange Management (Acquisition and Transfer of Immovable Property in India) Regulations, 2018. These rules govern foreign investments into India, including foreign direct investments by persons resident outside India.
Further, the RBI also notified the Foreign Exchange Management (Debt Instruments) Regulations, 2019, superseding TISPRO, and the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, which provides for reporting requirements in relation to any investment made under the NDI Rules.
The primary objectives of these norms are:
The Foreign Direct Investment Scheme under the RBI’s ‘automatic route’, i.e., actions that do not require RBI approval, enables Indian companies, other than those specifically excluded, to issue shares and certain other capital instruments to persons residing outside India without prior permission from the RBI, subject to certain conditions. General permission has been granted for the transfer of shares and certain other capital instruments by a person resident outside India as follows: (i) for transfers of shares or certain other capital instruments held by a person resident outside India other than an NRI or an Overseas Citizen of India (“OCI”), to any person resident outside India and (ii) NRIs or OCIs are permitted to transfer shares or certain other capital instruments of an Indian company to any person resident outside India on a repatriation basis. A person resident outside India can transfer shares or certain other capital instruments to a person resident in India by way of gift. A person resident outside India can sell the shares and certain other capital instruments of an Indian company on a recognized stock exchange in India through a registered stockbroker. General permission has also been given for transfers between a person resident in India and a person resident outside India subject to stipulated conditions.
Through notification dated April 22, 2020, the GoI amended the FDI policy to state that investment by a non-resident entity of a country, which shares land border with India or where the beneficial ownership of an investment into India is situated in or is a citizen of any aforesaid countries, shall be under the ‘Government Route’, which requires prior GoI approval. Further, in case of transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the above-mentioned restriction / purview such subsequent change in beneficial ownership, will also require GoI approval.
Under FEMA, the onus of compliance with the various foreign investment limits rests on the company. In order to facilitate listed companies’ compliance with the requirements, SEBI, in consultation with the RBI, has put in place a new system for monitoring the foreign investment limits, with effect from May 1, 2018.
In cases where the prescribed conditions are not met, approval of the Central Government and the RBI may also be required. The limits for allowable remittance from India by a person resident in India under the Liberalized Remittance Scheme issued by RBI is U.S.$ 250,000, per financial year, for any permitted current or capital account transaction or a combination of both.
Over a period of time, and particularly since 1991, the GoI has relaxed the restrictions on foreign investment and most industry sectors do not require prior approval of the GoI or RBI, if the percentage of equity holding by all foreign investors does not exceed specified industry specific thresholds and such industry sectors are not under the GoI approval route. Purchases by foreign investors of ADSs are treated as direct foreign investment in the equity issued by Indian companies for such offerings. Foreign investment up to 100% of a company’s share capital is currently permitted in the IT industry.
RBI, vide its notification dated January 14, 2025, has provided relaxation to residents outside India to open Special Non-Resident Rupee (SNRR) Accounts with overseas branches of Authorized Dealer banks, with an aim to improve ease of making investments, to internationalize the Indian Rupee in foreign markets and to provide additional avenues/modes to non-residents for making investments. This relaxation will in turn enable non-residents to use their balances held in repatriable foreign currency or INR accounts for foreign investment, including FDI in non-debt instruments. This relaxation was previously available for FPIs (as defined below) and is now extended to FDI as well.
Consolidated FDI Policy – 2020
On October 28, 2020, the latest edition of the GoI’s consolidated FDI policy was released, effective October 15, 2020. The consolidated FDI policy is a compilation of decisions taken and amendments notified by the GoI with regard to FDI in various sectors.
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Reporting of Foreign Investment in India
With an objective of improving ease of doing business in India, the RBI introduced the Single Master Form reporting system which subsumes all existing reporting requirements, irrespective of the mode or instrument through which the foreign investment is made. Prior to implementation of the same, the RBI provided an interface to the Indian entities to input data on total foreign investments in a specified format. The RBI introduced this new system for smoothening the reporting system for transactions which are FDI related. All forms which are used for making required reporting to the RBI have been combined into one form so that users can access one common platform for all reporting.
Investments by NRIs
A variety of facilities for making investments in shares of Indian companies is available to individuals of Indian nationality or origin residing outside India. Further, these facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis that is not generally available to other foreign investors. An individual NRI or OCI may not hold more than 5% of the total paid-up equity capital of a company on a fully diluted basis, and the aggregate holding of all NRIs and OCIs may not exceed 10% of a company’s total paid-up equity capital on a fully diluted basis. The aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the members of the company. An NRI or an OCI resident outside India may invest in certain capital instruments issued by an Indian company, capital of an Indian limited liability partnership and convertible notes issued by an Indian startup company on a non-repatriation basis. Further, NRIs or OCIs may invest by way of contribution to the capital of a firm or a proprietary concern in India on a non-repatriation basis. These facilities are different and distinct from investments by the foreign direct investors described above. Investments by NRIs or OCIs on a non-repatriation basis will be deemed to be domestic investments at par with investments made by residents. A company, trust and partnership firm incorporated outside India and owned and controlled by NRIs can invest, with the special dispensation as available to NRIs under the FDI policy. The RBI no longer recognizes OCBs as an eligible class of investment vehicles under various routes and schemes under the foreign exchange regulations.
Investments by Foreign Portfolio Investors
SEBI introduced Foreign Portfolio Investors Regulations 2014 (the “FPI Regulations”) which repealed SEBI (Foreign Institutional Investors), Regulations, 1995. Under the FPI Regulations, foreign institutional investors, sub-accounts and qualified foreign investors merged into a new investor class called Foreign Portfolio Investors (“FPI”). FPI Regulations restrict purchases of equity shares of each company by a single FPI or an investor group to below 10% of the total paid up equity capital of the company on a fully diluted basis.
The individual investment limits for the FPIs shall be below 10% of the total paid-up equity capital on a fully diluted basis.
Effective from April 1, 2020, the aggregate limit for investments by FPIs would be the sectoral cap applicable to such Indian company.
Portfolio investments up to the lower of (i) an aggregate foreign investment level of 49% or (ii) the sectoral/statutory cap will not be subject to either government approval or compliance with the sectoral conditions, as the case may be, provided that such investments do not result in a change in ownership and lead to control of Indian companies by non-resident entities.
Investment by Foreign Venture Capital Investors
The RBI has liberalized and rationalized the investment regime for Foreign Venture Capital Investors (“FVCIs”) in order to boost foreign investment in Indian startups. The RBI permits FVCIs to invest under an automatic in equity regime or under an equity-linked instrument or debt instrument of unlisted Indian companies in certain specified sectors and in Indian startups, irrespective of the sector in which the startup is engaged. There are no restrictions on transfers of any security or instrument held by FVCIs to any person residing inside or outside India.
Overseas Direct Investment (“ODI”)
An Indian entity is permitted to invest in joint ventures or wholly owned subsidiaries abroad up to 400% of the net worth of the Indian entity as per its last audited financial statements. However, any financial commitment exceeding U.S.$ 1 billion or its equivalent in a financial year would require prior approval of the RBI even if the total financial commitment of the Indian entity is within 400% of the net worth as per its latest audited financial statements. Accordingly, a company can make financial commitments in a financial year of up to U.S.$ 1 billion, or such higher amount as may be approved by the RBI, subject to the overall amount being within limits of 400% of the company’s net worth as per its latest audited financial statements.
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Indian companies are prohibited from making direct investments in an overseas entity (set up or acquired abroad directly, as a joint venture or a wholly owned subsidiary, or indirectly, as a step-down subsidiary) located in the countries identified by the Financial Action Task Force as “non-cooperative countries and territories” or as notified by the RBI from time to time.
On August 22, 2022, the GoI issued the Foreign Exchange Management (Overseas Investment) Rules, 2022 (the “ODI Rules”). Simultaneously, the RBI issued the Foreign Exchange Management (Overseas Investment) Regulations, 2022 (the “ODI Regulations”) and the Foreign Exchange Management (Overseas Investment) Directions, 2022 (the “ODI Directions”). The new ODI regime, consisting of the ODI Rules, ODI Regulations and ODI Directions, aims to liberalize and simplify the existing framework for overseas investment by persons resident in India to cover wider economic activity and significantly reduce the need for seeking government approvals.
External Commercial Borrowings
In December 2018, the RBI notified the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 (the “New ECB Regulations”), superseding the earlier framework that applied to External Commercial Borrowings.
Under the New ECB Regulations, eligible borrowers are allowed to raise funds through their authorized dealer banks, without approaching the RBI for approval, as long as the borrowing is in conformity with the prescribed parameters of the regulations.
SEC Clawback Rules
On October 26, 2022, the SEC adopted the final compensation clawback rules (the “SEC Clawback Rules”) that require listed issuers (with limited exceptions) to (i) develop and implement a clawback policy to recover excess incentive compensation from executive officers if amounts were based on material misstatements in the financial reports, (ii) file the clawback policy as an exhibit to their annual report and (iii) include disclosures in their SEC filings if recovery is triggered under their clawback policy. The final rules were published in the Federal Register on November 28, 2022.
The SEC Clawback Rules and the related listing standards of the NYSE mandated issuers listed on the NYSE to adopt a compliant clawback policy no later than December 1, 2023. Accordingly, we adopted a clawback policy which was approved by the Board in October 2023.
Taxation
The following summary is based on the law and practice of the Indian Income-tax Act, 1961, including the special tax regime contained in Sections 115AC and 115ACA of the Income-tax Act, 1961, read with the 2014 Scheme. The Income-tax Act, 1961 is amended every year by the Finance Act of the relevant year. Some or all of the tax consequences of Sections 115AC and 115ACA may be amended or changed by future amendments to the Income-tax Act, 1961.
We believe this information is materially complete as of the date hereof, however, this summary is not intended to constitute a complete analysis of the individual tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity shares.
Residence: For purposes of the Income-tax Act, 1961, an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year for:
Per the Finance Act, 2020, an Indian citizen who is not liable to tax in any other country or territory shall be deemed to be resident in India subject to fulfillment of certain conditions. This amendment is effective from April 1, 2021.
The period of 60 days referred to above shall be read as 182 days (i) in the case of a citizen of India who leaves India in a fiscal year for the purposes of employment outside of India or (ii) in the case of a citizen of India or a person of Indian origin living abroad who visits India and within the four preceding years has been in India for a period or periods amounting to 365 days or more. Pursuant to the Finance Act, 2020, an amendment is enacted in clause (b) of Explanation 1 of Subsection (1) to Section 6 whereby, for a citizen of India or a person of Indian origin visiting India, the period of 60 days or more is extended to 120 days or more, subject to fulfillment of certain conditions.
A company is a resident of India if it is incorporated in India or its place of effective management is in India during the year.
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Taxation of Distributions: Prior to the Finance Act, 2020, companies paying a dividend were liable to pay the dividend distribution tax on the amount distributed as dividend and in certain circumstances where the dividend income was taxable in the hands of resident assessee, with few exceptions. The Finance Act, 2020 has abolished the dividend distribution tax, effective beginning the financial year commencing on April 1, 2020. This will have the effect of reducing the tax burden on such companies and the burden of tax payment will shift to the shareholder at the shareholder’s applicable rate of tax. As per the current provisions, companies are liable to deduct tax at the source on dividends distributed to shareholders, both resident and non-resident, if the dividend is distributed beyond a certain threshold or due to non-submission of certain documents by the shareholder. Any distributions of additional ADSs or equity shares to resident or non- resident holders will not be subject to tax under the Income-tax Act, 1961.
Taxation of Capital Gains: The following is a brief summary of capital gains taxation of non-resident and resident holders in respect of the sales of ADSs and equity shares received upon redemption of ADSs. The relevant provisions are contained mainly in Sections 45, 47(vii)(a), 115AC and 115ACA, of the Income-tax Act, in conjunction with the 2014 Scheme. The Finance Act, 2024 has rationalized and simplified the provisions of the capital gains taxation by changing the holding period and tax rates of the various instruments. Gains realized upon the sale of ADSs and listed shares that have been held for a period of more than 24 months and 12 months, respectively, are considered long-term capital gains. Gains realized upon the sale of ADSs and shares that have been held for a period of 24 months or less and 12 months or less, respectively, are considered short term capital gains. Capital gains are taxed as follows:
The Finance Act, 2015 amended the law to compute the holding period of capital asset being share or shares of a company, acquired by a non-resident on redemption of GDR, from the date on which a request for redemption was made.
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Category of person
Net Income Range (in ₹)
Surcharge rate for FY
2024-25
Individual/HUF/AOP/BOI/artificial Juridical Person
0-5 million
5 million – 10 million
10 million – 20 million
20 million – 50 million
Above 50 million
Nil
10%
15%
25%
37%
Firms/Local Authority
0-10 million
Above 10 million
12%
Co-operative Society
10 million – 100 million
Above 100 million
7%
Domestic Company
0 – 10 million
(rate is 10% for Companies opting for section 115BAA)
Foreign Company
2%
5%
The value of shares/securities allotted under any employee stock option plan is treated as a perquisite in the hands of employees and will be taxed accordingly. The tax rate will vary from employee to employee, with a maximum of 42.74% (subject to the prevailing tax rate slab) on the perquisite value. The perquisite value is calculated as the difference between the fair market value of the share / security on the date of exercise minus the exercise price.
According to the 2014 Scheme, a non-resident holder’s holding period for the purposes of determining the applicable capital gains tax rate under the Income-tax Act, 1961, in respect of equity shares received in exchange for ADSs commences on the date of notice of the redemption by the depositary to the custodian. For purposes of determining the holding period for a resident employee, the holding period starts from the date of allotment of such assets. Capital gains derived from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will be subject to Indian capital gains tax as per the domestic income tax law. If such subscription rights or other rights are deemed by the Indian tax authorities to be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature of short term capital gains, will be subject to tax at variable rates with a maximum rate of 40% in the case of foreign companies and at graduated rate with a maximum of 30%, in the case of resident employees and non-resident individuals. In addition to this, there will be a surcharge levied and an additional surcharge called “Health and Education Cess” of 4% in addition to the above tax and surcharge will be levied (Refer to table above for surcharge rates).
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As per Section 55(2) of the Income-tax Act, 1961, the cost of any share (commonly called a “bonus share”) allotted to any shareholder without any payment and on the basis of such shareholder’s share holdings, shall be nil. The holding period of bonus shares for the purpose of determining the nature of capital gains shall commence on the date of allotment of such shares by the company.
Securities Transaction Tax: In respect of a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to each pay a Securities Transaction Tax (“STT”), at the prescribed rates on the transaction value of the securities, if a transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); and (ii) the seller of the shares is required to pay a STT at the prescribed rates on the transaction value of the securities, if the transaction is a non-delivery based transaction, i.e., a transaction settled without taking delivery of the shares. The STT rates are as follows:
Taxable securities transaction
Rate
Payable by
Purchase of an equity share in a company where—
0.1%
Purchaser
Sale of an equity share in a company where—
Seller
Sale of a unit of an equity-oriented fund, where—
0.001%
Sale of an equity share in a company or a unit of an equity-oriented fund, where—
0.025%
0.125%
0.02%
Sale of a unit of an equity-oriented fund to the Mutual Fund.
Sale or surrender or redemption of a unit of an equity oriented fund to an Insurance company, on maturity or partial withdrawal, with respect to unit linked insurance policy issued by such insurance company on or after the first day of February 2021
Sale of unlisted shares under an offer for sale referred to in Sec. 97(13)(aa) and Sec. 97(13)(ab)
0.2%
Goods and Service Tax: Brokerage or commission paid to stockbrokers in connection with the sale or purchase of shares is subject to levy of the Goods and Services Tax at an effective rate of 18%.
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Buyback of Securities: Effective October 1, 2024, the taxation framework for share buybacks in India has been revised. Under the new framework, the following provisions apply:
Stamp Duty and Transfer Tax: Upon issuance of the equity shares underlying our ADSs, companies will be required to pay a stamp duty of 0.1% per share of the issue price of the underlying equity shares. A transfer of ADSs is not subject to an Indian stamp duty. However, upon the acquisition of equity shares from the depositary in exchange for ADSs, the non-resident holder will be liable for an Indian stamp duty at the rate of 0.25% of the market value of the ADSs or equity shares exchanged. A sale of equity shares by a non-resident holder will also be subject to an Indian stamp duty at the rate of 0.25% of the market value of the equity shares on the trade date, although customarily such tax is borne by the transferee. Shares must be traded in dematerialized form. The transfer of shares in dematerialized form is currently not subject to a stamp duty.
Gift Tax: The Finance Act, 2017, inserted provisions related to tax on the receipts of any sum of money, by any person either without consideration or for an inadequate consideration for value exceeding ₹ 50,000 (Stamp duty value in case of immovable property) during the year. The same is exempt from tax if it is received from any relative, occasion of marriage, under a will or by way of inheritance, or in contemplation of death of the payer or donor.
General Anti Avoidance Rule (“GAAR”): The GAAR provisions to deal with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project, of which India is an active participant, were applicable from fiscal year 2018. Pursuant to GAAR, an arrangement in which the main purpose, or one of the main purposes, is to obtain a tax benefit and may be declared as an “impermissible avoidance arrangement” if it also satisfies at least one of the following four tests. If any of our transactions are found to be impermissible avoidance arrangements under GAAR, our business, financial condition and results of operations may be adversely affected.
Minimum Alternative Tax: From April 1, 2012 onwards, income arising out of any business carried on in a SEZ as a developer or unit along with regular income is subject to MAT. Any tax paid under MAT, will be eligible for adjustment against regular income tax liability computed under the Income-tax Act, 1961 for the following fifteen years as MAT credit. The rate of tax under MAT provisions is 17.47%. In the financial year ended March 31, 2020, the GoI amended the Income-tax Act, 1961 through The Taxation Laws (Amendment) Act, 2019, providing an option to pay a lower rate of tax of 22% (plus surcharge and cess) by foregoing all the deductions available under Chapter VI-A and other profit-linked deductions as prescribed in the Income-tax Act, 1961. This option, once exercised, is irrevocable and the corresponding MAT credit available will lapse. In the future, if a company opts for this lower rate of tax, this may lead to an increase in tax outflow and the MAT credit available to the company will lapse.
Advance Pricing Agreements (“APAs”): The Company has concluded APAs in multiple jurisdictions to bring more predictability to the Company’s tax obligations in respect of its overseas operations. Any material changes to the critical assumptions underlying these APAs may have an impact on taxes. Further, when these APAs expire, there is no certainty that they will be renewed. If renewed, there is no certainty as to whether they will be on the same terms.
Base Erosion and Profit Shifting (“BEPS”): The Company operates in various countries and any change in tax rates or tax laws of any country could have an impact on taxes. There may be changes in tax rates in some countries as a result of the Organization for Economic Co-operation and Development’s Pillar Two Blueprint of the Inclusive Framework on BEPS which has an objective of having a global minimum tax rate. There could be other changes in international tax laws and practices as a result of other pillars of BEPS (including tax on digital services) which may potentially impact our tax cost.
PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO INDIAN AND THEIR LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.
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Material United States Federal Income Tax Consequences
The following is a summary of the material U.S. federal income tax consequences that may be relevant with respect to the ownership and disposition of equity shares or ADSs and is for general information only. This summary addresses the U.S. federal income tax considerations of U.S. holders. For purposes of this discussion, “U.S. holders” are (a) individuals who are citizens or residents of the United States, (b) corporations (or other entities treated as corporations for U,S, federal income tax purposes) created in or under the laws of the United States or any political subdivision thereof or therein, (c) estates, the income of which is includable in gross income for U.S. federal income tax purposes, regardless of its source and (d) trusts having a valid election to be treated as “United States persons” (within the meaning of Section 7701(a)(30) of U.S. Internal Revenue Code of 1986, as amended (the “Code”) in effect under U.S. Treasury Regulations or the administration of which a U.S. court exercises primary supervision and with respect to which a United States person has the authority to control all substantial decisions.
This summary is limited to U.S. holders who hold or will hold equity shares or ADSs as capital assets. In addition, this summary is limited to U.S. holders who are not residents in India for purposes of the Convention between the Government of the United States of America and the GoI for the avoidance of Double Taxation and the prevention of Fiscal Evasion (the “Convention”) with respect to taxes on income. If a partnership holds the equity shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding equity shares or ADSs should consult its own tax advisor.
This summary does not address any tax considerations arising under the laws of any U.S. state or local or foreign jurisdiction, or tax considerations under any U.S. non-income tax laws. In addition, this summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, regulated investment companies, real estate investment trusts, financial institutions, dealers in securities or currencies, tax-exempt entities, persons liable for alternative minimum tax, persons that will hold equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes, persons holding ADSs or equity shares through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. Dollar or holders of 10% or more, by voting power or value, of the shares of our company. This summary is based on the Code, U.S. Treasury Regulations in effect or, in some cases, proposed, as of the date of this document, as well as judicial and administrative interpretations thereof available on or before such date and is based in part on the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing is subject to change, which could apply retroactively and could affect the tax consequences described below.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.
Ownership of ADSs: For U.S. federal income tax purposes, holders of ADSs generally will be treated as the owners of equity shares represented by such ADSs. Accordingly, the conversion of ADSs into equity shares generally will not be subject to United States federal income tax.
Dividends: The gross amount of any distributions of cash or property (other than, generally, distributions of our equity shares) with respect to equity shares or ADSs will generally be included in income by a U.S. holder as foreign source dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the depositary, to the extent such distributions are made from the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of our company. Such dividends will not be eligible for the dividends received deduction (“DRD”) generally allowed to corporate U.S. holders, other than certain corporate U.S. holders who own 10% or more of us. 10% corporate U.S. holders should consult their tax advisors regarding any DRD to which they are entitled. To the extent, if any, that the amount of any distribution by our company exceeds our company’s current or accumulated earnings and profits as determined under U.S. federal income tax principles, such excess will be treated first as a tax-free return of capital to the extent of the U.S. holder’s tax basis in the equity shares or ADSs and thereafter as capital gain. However, because we do not intend to determine our earnings and profits under U.S. federal income tax principles, any distribution will generally be treated as a dividend for U.S. federal income tax purposes.
Subject to certain conditions and limitations, including the passive foreign investment company rules described below, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes.
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A qualified foreign corporation generally includes a foreign corporation (1) with respect to any dividend it pays on its shares (or ADSs in respect of such shares) that are readily tradable on an established securities market in the United States, or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States which the U.S. Treasury Secretary determines is satisfactory and which includes an exchange of information program. In addition, a corporation is not a qualified foreign corporation if it is a passive foreign investment company (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year. Our ADSs are traded on the NYSE, an established securities market in the United States as identified by Internal Revenue Service guidance. We may also be eligible for benefits under the Convention.
EACH U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.
Subject to certain conditions and limitations, Indian dividend withholding tax, if any, imposed upon distributions paid to a U.S. holder with respect to such holder’s equity shares or ADSs generally should be eligible for credit against the U.S. holder’s U.S. federal income tax liability. Alternatively, a U.S. holder may claim a deduction for such amount, but only for a year in which a U.S. holder does not claim a credit with respect to any foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, distributions on equity shares or ADSs will be income from sources outside the United States and will generally be “passive category income” for purposes of computing the United States foreign tax credit allowable to a U.S. holder. No foreign tax credit or deduction is allowed for taxes paid or accrued with respect to a dividend that qualifies for the DRD. If dividends are paid in Indian Rupees, the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. Dollar value of the payments made in Indian Rupees, determined at a spot exchange rate between Indian Rupees and U.S. Dollars applicable to the date such dividend is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. Dollars. Generally, gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. Dollars will be treated as U.S. source ordinary income or loss.
Sale or Exchange of Equity Shares or ADSs: A U.S. holder generally will recognize gain or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Subject to the “Passive Foreign Investment Company” discussion below, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than one year. Gain or loss, if any, recognized by a U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. Capital gains realized by a U.S. holder upon sale of equity shares (but not ADSs) may be subject to tax in India, including withholding tax. See the “Taxation of Distributions” and “Taxation of Capital Gains” discussion above. Due to limitations on foreign tax credits, however, a U.S. holder may not be able to utilize any such taxes as a credit against the U.S. holder’s federal income tax liability.
Backup Withholding Tax and Information Reporting: Any dividends paid, or proceeds on a sale of, equity shares or ADSs to or by a U.S. holder may be subject to U.S. information reporting, and backup withholding, currently at a rate of 24%, may apply unless the holder is an exempt recipient or provides such holder’s correct U.S. taxpayer identification number, certifies that such holder is not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
Certain U.S. holders are required to report information with respect to their investment in equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report the required information could become subject to substantial penalties. Each U.S. holder should consult his, her or its own tax advisor concerning its obligation to file Internal Revenue Service Form 8938.
Estate taxes: An individual U.S. holder will have the value of the equity shares or ADSs held by such holder included in his or her gross estate for U.S. federal estate tax purposes. An individual holder who actually pays Indian estate tax with respect to the equity shares may, however, be entitled to credit the amount of such tax against his or her U.S. federal estate tax liability, subject to a number of conditions and limitations.
Additional Tax on Net Investment Income: U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds are subject to a 3.8% tax on certain net investment income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, equity shares or ADSs, subject to certain limitations and exceptions.
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Impact of OECD Pillar 1 and Pillar 2 recommendation: Notably, in July and October 2021, the OECD/G20 Inclusive Framework set out the general rules for redefined jurisdictional taxation rights and a global minimum tax. In December 2022, the EU member states voted unanimously to adopt a directive implementing the Pillar 2 (global minimum tax) rules, giving member states until December 31, 2023 to implement the directive into national legislation. Majority of the EU states have implemented this directive. India is one of the 137 jurisdictions that has agreed, in principle, to the adoption of the global minimum tax rate. The Pillar Two legislations are neither enacted nor substantively enacted by Government of India, where the Parent company is incorporated. Pillar Two legislation has been enacted, or substantively enacted, in certain other jurisdictions where the Company operates. However, the Company does not expect any material financial impact for the year ended March 31, 2025. The Company is continuing to assess the impact, if any, of Pillar Two income taxes legislation on future financial performance.
Passive Foreign Investment Company: A non-U.S. corporation will be classified as a passive foreign investment company for any taxable year for U.S. federal income tax purposes if either:
We do not believe that we satisfy either of the tests for passive foreign investment company status for the taxable year ended March 31, 2025. However, because this determination is made on an annual basis and depends on a variety of factors (including the value of our ADSs), no assurance can be given that we will not be considered a passive foreign investment company in future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to either:
If we are treated as a passive foreign investment company, we do not plan to provide information necessary for the qualified electing fund election.
If we are treated as a passive foreign investment company for any taxable year during which a U.S. holder holds the ADSs or equity shares, we will continue to be treated as a passive foreign investment company with respect to such U.S. holder for all succeeding years during which the U.S. holder holds the ADSs or equity shares, unless we were to cease to be a passive foreign investment company and the U.S. holder makes a “deemed sale” election with respect to the ADSs or equity shares.
In addition, certain information reporting obligations may apply to U.S. holders if we are determined to be a passive foreign investment company.
THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO OWNERSHIP OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM AN INVESTMENT IN THE ADSs OR EQUITY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND ANY ESTATE, GIFT AND INHERITANCE LAWS.
Documents on Display
This report and other information filed or to be filed by Wipro Limited can be inspected and copied at the public reference facilities maintained by the SEC at:
100 F Street, NE
Copies of these materials can also be obtained from the Public Reference Section of the SEC, 100 F Street, NE, Washington, D.C. 20549, at prescribed rates.
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The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.
Additionally, documents referred to in this Annual Report on Form 20-F may be inspected at our corporate offices which are located at Doddakannelli, Sarjapur Road, Bengaluru, Karnataka, 560035, India.
Subsidiary Information.
For details of our subsidiaries, please refer to Note 31 of the Notes to the Consolidated Financial Statements.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings.
Our exposure to market risk is a function of investment and financing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of our earnings and equity to losses. Please refer to the “Financial risk management” section of Item 18 of this Annual Report on Form 20-F for further details on market risk.
Risk Management Procedures
We manage market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. Our corporate treasury department recommends risk management objectives and policies, which are approved by senior management and the Audit, Risk and Compliance Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.
Components of Market Risk
Foreign currency risk
We operate internationally and a major portion of our business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of our revenue is in the U.S. Dollars, Pound Sterling, Euro, Australian Dollars and Canadian Dollars while a large portion of our costs are in Indian Rupees. The exchange rate between the Indian Rupee and these currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the Indian Rupee against these currencies can adversely affect our results of operations.
We evaluate our exchange rate exposure arising from these transactions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency.
We designate certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. From time to time, we may also designate foreign currency denominated borrowings as a hedge of net investment in foreign operations.
As of March 31, 2025, a ₹ 1 increase in the spot exchange rate of the Indian Rupee with the U.S. Dollar would result in an approximately ₹ 2,115 million (including consolidated statement of income of ₹ 537 million and other comprehensive income of ₹ 1,578 million) decrease in the fair value, and a ₹ 1 decrease would result in an approximately ₹ 2,134 million (including consolidated statement of income of ₹ 537 million and other comprehensive income of ₹ 1,597 million) increase in the fair value of foreign currency dollar denominated derivative instruments (forward and option contracts).
Interest rate risk
Interest rate risk primarily arises from floating rate borrowings, including various revolving and other lines of credit.
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The Company’s investments are primarily in short-term investments, which do not expose it to significant interest rate risk.
From time to time, the Company manages its net exposure to interest rate risk relating to borrowings by entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. If interest rates were to increase or decrease by 100 bps as on March 31, 2025, it would result in an increase or decrease in fair value of interest rate swaps of approximately ₹ 47 million and ₹ (48) million respectively, in other comprehensive income. If interest rates were to increase by 100 bps as of March 31, 2025, additional net annual interest expense on floating rate borrowing would amount to approximately ₹ 879 million. Certain borrowings are also transacted at fixed interest rates.
Credit risk
Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, we periodically assess the credit rating and financial reliability of customers, considering the financial condition, current economic trends, forward-looking macroeconomic information, analysis of historical bad debts and ageing of accounts receivable. No single customer accounted for more than 10% of the accounts receivable as at March 31, 2025 or revenues for the year ended March 31, 2025. There is no significant concentration of credit risk.
Trade receivables and unbilled receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a customer to engage in a repayment plan with the Company.
Please refer to Note 9 of our Notes to the Consolidated Financial Statements for changes in allowances for lifetime expected credit loss.
Counterparty risk
Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities in India which are at least AA rated by Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews.
Cash and cash equivalents include demand deposits of ₹ 21,499 million and bank balances of ₹ 63,350 million held with three banks having high credit ratings, which are individually in excess of 10% or more of the Company’s total cash and cash equivalents as at March 31, 2025.
Investments include term deposits of ₹ 30,661 million and non-convertible debentures of ₹ 24,399 million held with a bank having high credit rating, which is in excess of 10% or more of the Company’s total investments as at March 31, 2025.
Liquidity risk
Liquidity risk is defined as the risk that we will not be able to settle or meet our obligations on time or at a reasonable price. Our corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2025, our cash and cash equivalents are held with major banks and financial institutions. Please refer to the “Liquidity and Capital Resources” section of Item 5 of this Annual Report on Form 20-F for further details on assessment of our liquidity position.
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Item 12. Description of Securities Other Than Equity Securities
Item 12.A. Debt Securities
Item 12.B. Warrants and Rights
Item 12.C. Other securities
Item 12.D. American Depositary Shares
Item 12.D.1.
Item 12.D.2.
Item 12.D.3. Fees and Charges for Holders of American Depositary Receipts
JPMorgan Chase Bank, N.A., as Depositary for the ADSs, collects fees as provided in the Deposit Agreement. The following is qualified in its entirety by reference to the Deposit Agreement filed as an exhibit to the Post-Effective Amendment to Registration Statement on Form F-6 filed on July 17, 2023. Depositaries for the ADSs may charge, and collect from:
The following additional charges shall be incurred by the Holders (as defined in the Deposit Agreement), by any party depositing or withdrawing Shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of ADSs pursuant to paragraph (10) of the Deposit Agreement), whichever is applicable:
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The above-referenced charges may at any time and from time to time be changed by agreement between the Company and the Depositary.
Item 12.D.4. Fees Paid by Depositary to the Company
JPMorgan Chase Bank, N.A., as Depositary, has agreed to reimburse certain reasonable expenses related to the Company’s ADR program and incurred by the Company in connection with the ADR program. During the year ended March 31, 2025, an aggregate contribution of U.S.$ 1,313,178 (net of tax deducted at source and expenses) was received from the Depositary towards the ADR program and other expenses.
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Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Disclosure controls and procedures.
Based on their evaluation as of March 31, 2025, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that material information related to us and our consolidated subsidiaries is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions about required disclosure.
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MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the IFRS, as issued by IASB.
The Company’s internal control over financial reporting includes those policies and procedures that:
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of internal control over financial reporting as of March 31, 2025. In conducting this assessment of internal control over financial reporting, management based its evaluation on the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that our internal control over financial reporting was effective as of March 31, 2025.
Our independent registered public accounting firm, Deloitte Haskins & Sells, LLP, Chartered Accountants (“Deloitte”), has audited the Consolidated Financial Statements in this Annual Report on Form 20-F, and as part of their audit, has issued its report, which is included in this Annual Report on Form 20-F, on the effectiveness of our internal control over financial reporting as of March 31, 2025.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Wipro Limited
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Wipro Limited and subsidiaries (the “Company”) as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended March 31, 2025, of the Company and our report dated May 22, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
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We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
/s/ Deloitte Haskins & Sells LLP
Bengaluru, India
May 22, 2025
Change in internal controls over financial reporting.
There were no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the period covered in this Annual Report on Form 20-F.
Compliance with the New York Stock Exchange Corporate Governance Rules
The Company presently complies substantially with all the practices as described in the final NYSE Corporate Governance Rules and Listing Standards as approved by the SEC on January 11, 2013 and codified in Section 303A of the NYSE Listed Company Manual.
A detailed compliance report with the final NYSE Corporate Governance rules will be separately filed with the NYSE.
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Item 16A. Audit Committee Financial Expert
The Audit, Risk and Compliance Committee is responsible for reviewing reports of our financial results, audits, internal controls, and compliance with applicable laws and regulations. The Audit, Risk and Compliance Committee selects the independent registered public accounting firm and approves all related fees and compensation and reviews their selection with the Board of Directors. The Audit, Risk and Compliance Committee also reviews the services proposed to be performed by the independent registered public accounting firm to ensure their independence with respect to such services.
Members of the Audit, Risk and Compliance Committee are non-management directors who, in the opinion of the Company’s Board of Directors, are independent as defined under the applicable rules of the NYSE. The Board has determined that Mr. Deepak M. Satwalekar qualifies as an Audit Committee Financial Expert as defined by the applicable rules of the SEC. Our Board has also determined that Mr. Deepak M. Satwalekar is an independent director under applicable NYSE rules and Rule 10A-3 under the Exchange Act.
Item 16B. Code of Ethics
Our Audit, Risk and Compliance Committee has adopted a written Code of Ethics, as defined in Item 406 of Regulation S-K, applicable to our principal executive officer, principal financial officer, principal accounting officer and officers working in our finance, accounting, treasury, internal audit, tax, legal, purchase, financial analyst, investor relations functions, disclosure committee members and senior management, as well as members of the Audit, Risk and Compliance Committee and the Board of Directors. Our Code of Ethics is available under the investor relations section on our website at www.wipro.com. We will post any amendments to, or waivers from, our Code of Ethics at that location on our website.
Our Audit, Risk and Compliance Committee has also adopted an Ombuds process policy wherein it has established procedures for receiving, retaining and treating complaints received, and procedures for the confidential, anonymous submission by employees, former employees, consultants, vendors and service providers of complaints regarding questionable accounting or auditing matters, conduct which results in a violation of law by Wipro or in a substantial mismanagement of Company resources. Under this policy, our employees and others are encouraged to report questionable accounting matters, any reporting of fraudulent financial information to our shareholders, the government or the financial markets any conduct that results in a violation of law by Wipro to our management (on an anonymous basis, if they so desire). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee’s reasonable belief that such conduct or practices have occurred or are occurring, reports that information or participates in an investigation. Our Ombuds process policy is available under the investor relations section on our website at www.wipro.com.
We have adopted a Code of Business Conduct, applicable to all officers, directors and employees. Our Code of Business Conduct is available under the investor relations section on our website at www.wipro.com. We have also adopted a Code of Conduct for Independent Directors as prescribed under the Companies Act, 2013, which is available under the investor relations section on our website at www.wipro.com.
Item 16C. Principal Accountant Fees and Services
Our Audit, Risk and Compliance Committee charter requires us to obtain the prior approval of our Audit, Risk and Compliance Committee on every occasion that we engage our principal accountants or their associated entities and on every occasion that they provide us with any non-audit services. At the beginning of each year, the Audit, Risk and Compliance Committee reviews the proposed services, including the nature, type and scope of services contemplated and approves the related fees, to be rendered by these firms during the year. In addition, Audit, Risk and Compliance Committee pre-approval is also required for those engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved by the Audit, Risk and Compliance Committee.
The following table presents fees for professional audit services rendered by Deloitte for the audit of the Company’s annual financial statements and fees billed for other services rendered by Deloitte for the years ended March 31, 2024 and March 31, 2025.
Audit fees
156
147
Tax fees
All other fees
31
223
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Audit services: comprise fees for professional services in connection with the audit of Company’s annual consolidated financial statements and their attestation and report concerning internal control over financial reporting, audits of interim financial statements and other audit/attestation services.
Tax services: comprise fees for tax compliance, tax assessment and tax planning services rendered. These services include assistance with research and development tax incentives in certain foreign jurisdictions, corporate tax services like assistance with foreign income tax, value added tax, transfer pricing study, government sales tax and equivalent tax matters in local jurisdictions and assistance with local tax authority reporting requirements for tax compliance purposes.
Other services: comprise fees for testing Service Organization Controls under International Standard on Assurance Engagements established by the International Auditing and Assurance Standards Board.
Item 16D. Exemptions from the Listing Standards for Audit Committees
We have not sought any exemption from the listing standards for Audit Committees applicable to us as foreign private issuer, pursuant to Rule 10(A)-3(d) of the Securities Exchange Act of 1934.
Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Changes in Registrant’s Certifying Accountant
Item 16G. Corporate Governance
Since our securities are listed on recognized stock exchanges, we are required to provide a concise summary of any significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of that exchange. Being a foreign private issuer, we are permitted to follow home country practice in lieu of the provisions of Section 303A of the NYSE Listed Company Manual, except that we are required to comply with the requirements of Sections 303A.06, 303A.11 and 303A.12(b) and (c) thereof. With regard to Section 303A.11, although the Company’s required home country standards on corporate governance may differ from the NYSE listing standards, the Company’s actual corporate governance policies and practices are generally in compliance with the NYSE listing standards applicable to domestic companies. Some of the key differences between the requirements in India as per the currently applicable listing regulations and those as per the NYSE listing requirements are as follows:
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The other key practices followed as per home country laws and provisions of the SEBI Listing Regulations are disclosed elsewhere in this report. Some or many of the amendments prescribed under the SEBI Listing Regulations are likely to be different from the NYSE listing requirements.
Compliance with the NYSE Corporate Governance Rules
The Company presently complies substantially with all the practices as described in the final corporate governance rules of the amended NYSE Listing Standards as approved by the SEC on January 11, 2013 and codified in Section 303A of the NYSE Listed Company Manual.
An affirmation of our compliance with the final NYSE corporate governance rules will be separately filed with the NYSE.
Item 16H. Mine Safety Disclosure
Not Applicable.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 16J. Insider Trading Policies
We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees that are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations, and the listing standards applicable to us.
In May 2015, SEBI introduced the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) replacing the earlier framework of the SEBI (Insider Trading) Regulations, 1992. It was introduced with an aim of bringing the basic framework governing the regime of insider trading practices in line with the dynamic global scenario and tightening the gaps of the existing norms. In this regard, every listed company was required to adopt an internal code to regulate, monitor and report trading by designated persons and their immediate relatives (“Code”). Accordingly, in accordance with requirements under PIT Regulations, we adopted the Code and the same is enclosed as an exhibit to this Annual Report on Form 20-F.
Item 16K. Cybersecurity
Cybersecurity risk management is an integral part of our overall enterprise risk management program. Our cybersecurity risk management program is managed by our Chief Information Security Office (“CISO”) function. Our cybersecurity risk management framework is defined and implemented to identify, assess and manage cyber risks for our information assets. Cybersecurity risks are tracked and monitored by the risk owners and governed by the CISO to maintain them within acceptable levels.
Threats and vulnerabilities are identified, and cybersecurity risks are assessed based on their potential impact on the confidentiality, integrity, and availability of information systems and facilities. Identified cybersecurity risks are analyzed based on the likelihood of a threat occurrence and its impact on business operations, and risk treatment plans are prepared and implemented accordingly. Cybersecurity risk assessment results and the status of the risk treatment plan are reviewed by management on a periodic basis.
We assess and govern the cybersecurity program using selected industry best practices and frameworks from the International Organization for Standardization and the National Institute of Standards and Technology. The framework includes policies, standards and procedures that help assess and identify our cybersecurity risks and inform how security measures and controls are implemented and maintained. For assessing risks, multiple factors are considered including likelihood and severity of risk, impact on the Company if a risk materializes, feasibility and cost of controls and impact of controls on operations.
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We periodically assess the cybersecurity risk posture of acquired entities to ensure relevant security measures are in place. Through regular monitoring and evaluations, we identify and mitigate potential vulnerabilities before they can become significant risks to the organization.
To help protect us from any major cybersecurity incident that could have a material impact on our operations or financial results, we have implemented controls, including technology investments that focus on cybersecurity incident prevention, identification and mitigation. The steps taken to reduce vulnerability to cyberattacks and to mitigate impacts from cybersecurity incidents include, but are not limited to establishing information security policies and standards, implementing information protection processes and technologies, monitoring our information technology systems for cybersecurity threats, assessing cybersecurity risk profiles of key third-parties, implementing cybersecurity training and collaborating with external organizations on cyber threat information and best practices. We have implemented a Cybersecurity Incident Response Procedure, which is integrated into our overall crisis management program. The procedure provides a plan for responding to cybersecurity incidents.
We maintain internal resources to perform penetration testing designed to simulate evolving tactics and techniques of real-world threat actors, engage with industry partners and conduct tabletop exercises on an as-needed basis. We also engage independent third parties to perform red teaming and breach attack simulation exercises periodically. We require key third-party service providers to give assurance that they have the ability to implement and maintain appropriate security measures, consistent with applicable laws, to implement and maintain reasonable security measures in connection with their work with us, and to promptly report any suspected breach of their security measures that may materially affect our company.
In addition, we continue to focus on training and awareness practices to mitigate risk from human errors, including mandatory computer-based training and internal communications for employees. Our employees undergo cybersecurity awareness training and regular phishing awareness campaigns that are designed to emulate real-world contemporary threats. We provide feedback and additional training based on the results of such exercises.
During the year ended March 31, 2025, we did not identify any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. For additional information regarding cybersecurity risks, please refer to Item 3, “Risk Factors,” in this Annual Report on Form 20-F, including the risk factor titled “Cyberattacks and other security incidents, both real and perceived, impacting the confidentiality and integrity of our information technology and digital infrastructure could lead to loss of reputation and financial obligations”.
Cybersecurity Governance
Risk Management teams within the CISO function, Business units, and support functions are responsible for identifying and assessing cybersecurity risks on an ongoing basis and establishing processes to ensure such potential cybersecurity risk exposures are monitored, and remediated through relevant cybersecurity controls.
Our cybersecurity process is defined and governed by our CISO function and implemented by our Chief Information Office (“CIO”) function. Our CISO has over 25 years of experience in the cybersecurity and technology industry, and reports to the Chief Operating Officer ("COO"). The CISO works closely with our CIO, who manages our information technology and security operations. The CISO and CIO have a set of responsibilities to govern and implement security policies and technology controls across the organization.
Cybersecurity is an important part of our risk management processes and an area of focus for our Board of Directors and management. The Audit, Risk and Compliance Committee of our Board has primary oversight responsibility for cybersecurity risks. The Audit, Risk and Compliance Committee regularly reviews and discusses the Company's cybersecurity framework and programs, the status of projects to strengthen our cybersecurity programs, results from third-party assessments, and any material cybersecurity incidents, including recent incidents at other companies and the emerging threat landscape, with our CISO, CIO, Chief Risk and Assurance Officer and COO. The Audit, Risk and Compliance Committee also reviews the implementation and effectiveness of the Company’s controls to monitor and mitigate cybersecurity risks with management. In addition, our Board of Directors receives an annual report, with quarterly written updates regarding our cybersecurity program and material security incident reports on need basis.
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Item 17. Financial Statements
See Item 18.
Item 18. Financial Statements
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Wipro Limited and subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2025, in conformity with the IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 22, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue from fixed-price contracts using the percentage-of-completion method - Refer Notes 2 (iv)(a), 3(xiv)B(i) and 24 to the financial statements.
Critical Audit Matter Description
Revenue from fixed-price contracts, including software development, and integration contracts, where the performance obligations are satisfied over time, is recognized using the percentage-of-completion method.
Use of the percentage-of-completion method requires the Company to determine the project costs incurred to date as a percentage of total estimated project costs at completion. The estimation of total project costs involves significant judgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information. In addition, provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the total estimated project costs.
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We identified the revenue recognition for fixed-price contracts where the percentage-of-completion method is used as a critical audit matter because of the significant judgment involved in estimating the efforts to complete such contracts.
This estimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts incurred to-date and estimates of efforts required to complete the remaining performance obligations.
This required a high degree of auditor judgment in evaluating the audit evidence supporting estimated efforts to complete and a higher extent of audit effort to evaluate the reasonableness of the total estimated efforts used to recognize revenue from fixed-price contracts.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to estimates of efforts to complete for fixed-price contracts accounted using the percentage-of-completion method included the following, among others:
We have served as the Company’s auditor since fiscal 2018.
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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(₹ in millions, except share and per share data, unless otherwise stated)
As at March 31,
Notes
Convenience translation into U.S. Dollar in millions (unaudited) Refer to Note 2(iii)
ASSETS
Goodwill
6
316,002
325,014
3,804
Intangible assets
32,748
27,450
321
Property, plant and equipment
81,608
80,684
944
Right-of-Use assets
17,955
25,598
300
Financial assets
Derivative assets
25
^
Investments
8
21,629
26,458
310
Trade receivables
9
4,045
299
Other financial assets
5,550
4,664
54
Investments accounted for using the equity method
1,044
1,327
16
Deferred tax assets
21
1,817
2,561
30
Non-current tax assets
9,043
7,230
85
Other non-current assets
13
10,331
7,460
87
Total non-current assets
501,797
508,745
5,954
Inventories
907
694
1,333
1,820
311,171
411,474
4,817
Cash and cash equivalents
96,953
121,974
1,428
115,477
117,745
1,378
Unbilled receivables
58,345
64,280
753
10,536
8,448
Contract assets
19,854
15,795
185
Current tax assets
6,484
6,417
75
Other current assets
29,602
29,128
341
Total current assets
650,662
777,775
9,105
TOTAL ASSETS
1,152,459
1,286,520
15,059
EQUITY
Share capital
10,450
20,944
Share premium
3,291
2,628
Retained earnings
630,936
716,477
8,387
Share-based payment reserve
6,384
6,985
82
Special Economic Zone Re-investment reserve
42,129
27,778
325
Other components of equity
56,693
53,497
626
Equity attributable to the equity holders of the Company
749,883
828,309
9,696
Non-controlling interests
1,340
2,138
TOTAL EQUITY
751,223
830,447
9,721
LIABILITIES
Financial liabilities
Loans and borrowings
14
62,300
63,954
749
Lease liabilities
13,962
22,193
260
Derivative liabilities
-
Other financial liabilities
4,985
7,793
91
Deferred tax liabilities
17,467
16,443
192
Non-current tax liabilities
37,090
42,024
492
Other non-current liabilities
12,970
17,119
200
Provisions
18
294
Total non-current liabilities
148,778
169,820
1,987
Loans, borrowings and bank overdrafts
79,166
97,863
1,146
9,221
8,025
94
558
968
Trade payables and accrued expenses
15
88,566
88,252
1,033
2,272
3,878
45
Contract liabilities
17,653
20,063
235
Current tax liabilities
21,756
34,481
404
Other current liabilities
31,295
31,086
364
1,971
1,637
Total current liabilities
252,458
286,253
3,351
TOTAL LIABILITIES
401,236
456,073
5,338
TOTAL EQUITY AND LIABILITIES
^ Value is less than 0.5
The accompanying notes form an integral part of these consolidated financial statements.
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CONSOLIDATED STATEMENTS OF INCOME
Revenues
24
904,876
897,603
890,884
10,428
(645,446
(7,231
259,430
266,106
273,082
3,197
(65,157
(753
(59,139
(673
Foreign exchange gains/(losses), net
4,472
340
32
Results from operating activities
139,606
1,771
Finance expenses
26
(10,077
(12,552
(14,770
Finance and other income
18,185
23,896
38,202
447
Share of net profit/ (loss) of associate and joint venture accounted for using the equity method
(57
(233
254
Profit before tax
147,657
147,210
174,957
2,048
Income tax expense
(33,992
(36,089
(42,777
(501
Profit for the year
113,665
111,121
132,180
1,547
Profit attributable to:
Equity holders of the Company
113,500
1,537
165
669
826
Earnings per equity share:
Attributable to equity holders of the Company
10.36
0.15
10.34
0.14
Weighted average number of equity shares used in computing earnings per equity share
10,954,933,146
10,576,571,110
10,456,741,552
10,977,982,350
10,611,424,628
10,488,939,392
-113-
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Other comprehensive income (OCI)
Items that will not be reclassified to profit or loss in subsequent periods
Remeasurements of the defined benefit plans, net
(50
274
Net change in fair value of investment in equity instruments measured at fair value through OCI
705
(473
(3,476
(41
655
(391
(3,202
(38
Items that will be reclassified to profit or loss in subsequent periods
Foreign currency translation differences
16,590
4,219
7,331
86
Reclassification of foreign currency translation differences on sale of investment in associates and liquidation of subsidiaries to consolidated statement of income
20
(133
(198
Net change in time value of option contracts designated as cash flow hedges, net of taxes
19, 21
(180
198
(189
(2
Net change in intrinsic value of option contracts designated as cash flow hedges, net of taxes
(212
128
146
Net change in fair value of forward contracts designated as cash flow hedges, net of taxes
(2,488
1,655
(745
(9
Net change in fair value of investment in debt instruments measured at fair value through OCI, net of taxes
(3,137
1,516
963
10,440
7,518
7,465
88
Total other comprehensive income, net of taxes
11,095
7,127
4,263
50
Total comprehensive income for the year
124,760
118,248
136,443
1,597
Total comprehensive income attributable to:
124,543
117,744
135,595
1,587
217
504
848
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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Number of Shares(1)
Share capital, fully paid-up
Special Economic Zone re-investment reserve
Foreign currency translation reserve (2)
Cash flow hedging reserve
Other reserves(2)
Total equity
As at April 1, 2022
5,482,070,115
10,964
1,566
551,252
5,258
47,061
26,850
1,477
13,730
658,158
515
658,673
Adjustment on adoption of amendments to IAS 37
(51)
Adjusted balance as at April 1, 2022
551,201
658,107
658,622
Comprehensive income for the year
Other comprehensive income
16,405
(2,880)
(2,482)
11,043
52
Issue of equity shares on exercise of options
5,847,626
2,123
(2,123)
Issue of shares by controlled trust on exercise of options (1)
1,472
(1,472)
Compensation cost related to employee share-based payment
3,969
3,979
Transferred to Special Economic Zone re-investment reserve
258
(258)
Dividend (3)
(5,477)
(143)
Other transactions for the year
(3,737)
374
(1,486)
(1,629)
As at March 31, 2023
5,487,917,741
10,976
3,689
660,964
5,632
46,803
43,255
(1,403)
11,248
781,164
589
781,753
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Foreign currency translation reserve(2)
Cash flow hedging reserve (3)
As at April 1, 2023
4,006
1,981
1,305
7,292
(165)
6,883,426
3,370
(3,370)
1,462
(1,462)
5,584
5,591
Transferred from Special Economic Zone re-investment reserve
4,674
(4,674)
Buyback of equity shares, including tax thereon (4)
(269,662,921)
(539)
(3,768)
(141,015)
539
(144,783)
Transaction cost related to buyback of equity shares (4)
(390)
Financial liability on written put options (5)
(4,238)
Non-controlling interests on acquisition of subsidiary (5)
472
Dividend (4)
(5,218)
(322)
(5,540)
97
(262,779,495)
(526)
(398)
(140,480)
752
(3,699)
(149,025)
247
(148,778)
As at March 31, 2024
5,225,138,246
47,261
578
8,854
-116-
Number of Shares (1)
Other reserves (2)
As at April 1, 2024
7,253
(788)
(2,224)
4,241
13,628,596
4,950
(4,950)
Bonus issue of equity shares (4)
5,233,369,207
10,467
(5,613)
(3,193)
(1,661)
(62,750)
Transfer from Other components of equity (2)
5,754
(5,754)
Transfer of shares pertaining to Non-controlling interests of subsidiary
(14)
(8)
(3)
5,551
14,351
(14,351)
(47)
5,246,997,803
10,494
(663)
(45,813)
601
(7,423)
(57,169)
(50)
(57,219)
As at March 31, 2025
10,472,136,049
54,500
(210)
(793)
638
(9)
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CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Adjustments to reconcile profit for the year to net cash generated from operating activities:
Gain on sale of property, plant and equipment, net
(2,072
(606
(7
Depreciation, amortization and impairment expense
33,402
34,071
29,579
Unrealized exchange (gain)/loss, net
152
(623
Share-based compensation expense
65
Share of net (profit)/loss of associate and joint venture accounted for using equity method
233
(254
(3
33,992
36,089
42,777
501
Finance and other income, net of finance expenses
(8,108
(11,344
(23,432
(274
(Gain)/loss from sale of business and investment accounted for using the equity method
Change in fair value of contingent consideration
(1,671
(1,300
(169
Lifetime expected credit loss/(write-back)
(604
Other non-cash items
488
Changes in operating assets and liabilities; net of effects from acquisitions:
(Increase)/Decrease in trade receivables
(381
7,824
1,894
(Increase)/Decrease in unbilled receivables and contract assets
1,558
5,919
(1,331
(16
(Increase)/Decrease in Inventories
162
287
213
(Increase)/Decrease in other financial assets and other assets
1,055
8,869
6,609
78
Increase/(Decrease) in trade payables, accrued expenses, other financial liabilities, other liabilities and provisions
(9,824
(435
548
Increase/(Decrease) in contract liabilities
(6,522
(5,053
2,341
Cash generated from operating activities before taxes
160,819
191,576
195,601
2,290
Income taxes paid, net
(30,218
(15,360
(26,175
(307
Net cash generated from operating activities
130,601
1,983
Cash flows from investing activities:
Payment for purchase of property, plant and equipment
(14,834
(10,510
(14,737
Proceeds from disposal of property, plant and equipment
546
4,022
1,822
Payment for purchase of investments
(806,632
(975,069
(801,582
(9,383
Proceeds from sale of investments
740,885
978,598
706,520
8,270
Proceeds from restricted interim dividend account
27,410
Payment for business acquisitions including deposits and escrow, net of cash acquired
(45,566
(5,291
(964
(11
Payment for investment in joint venture
(484
Proceeds from sale of business, net of cash
Proceeds from/(repayment of) security deposit for property, plant and equipment
(300
Interest received
14,112
20,111
26,212
307
Dividend received
2,299
Net cash generated from/(used in) investing activities
(84,065
(945
Cash flows from financing activities:
Proceeds from issuance of equity shares and shares pending allotment
Repayment of loans and borrowings
(168,910
(130,557
(177,672
(2,080
Proceeds from loans and borrowings
161,034
120,500
195,595
Payment of lease liabilities
(9,711
(10,060
(10,474
(123
Payment for buyback of equity shares, including tax and transaction cost
(145,173
Payment for contingent consideration
(1,784
(1,294
Interest and finance expenses paid
(8,708
(10,456
(8,689
(102
Payment of dividend
(32,814
(5,218
(62,750
(734
Payment of dividend to Non-controlling interests holders
(322
Net cash generated from/(used in) financing activities
(60,881
(749
Net increase/(decrease) in cash and cash equivalents during the year
(14,345
2,373
Cash and cash equivalents at the beginning of the year
103,833
91,861
96,951
1,135
Cash and cash equivalents at the end of the year (Refer to Note 11)
Refer to Note 14 for supplementary information on the consolidated statement of cash flows.
-118-
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. The Company overview
Wipro Limited (“Wipro” or the “Parent Company”), together with its subsidiaries and controlled trusts (collectively, “we”, “us”, “our”, “the Company” or the “Group”) is a leading information technology services and consulting company, focused on building innovative solutions that address clients’ most complex digital transformation needs. From GenAI and cloud computing to data, from silicon chip design to blockchain, our consultants, analysts, designers, and engineers work on solutions that unlock our clients' boldest ambitions.
Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035, Karnataka, India. The Company has its primary listing with BSE Ltd. and National Stock Exchange of India Limited. The Company’s American Depository Shares (“ADS”) representing equity shares are also listed on the New York Stock Exchange.
The Company’s Board of Directors authorized these consolidated financial statements for issue on May 22, 2025.
2. Basis of preparation of consolidated financial statements
(i) Statement of compliance and basis of preparation
The consolidated financial statements have been prepared in compliance with International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). All accounting policies have been applied consistently to all periods presented in these consolidated financial statements, except for new accounting standards adopted by the Company.
The consolidated financial statements correspond to the classification provisions contained in IAS 1(revised), “Presentation of Financial Statements”. For clarity, various items are aggregated in the consolidated statement of income, consolidated statement of comprehensive income and consolidated statement of financial position. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable.
The assets which are expected to be realized within a period of twelve months from the end of reporting period are classified as current assets. Similarly, the liabilities which are expected to be settled within a period of twelve months from the end of reporting period are classified as current liabilities. All other assets and liabilities are classified as non-current.
All amounts included in the consolidated financial statements are reported in millions of Indian Rupees (₹ in millions) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures. Previous year figures have been regrouped/rearranged, wherever necessary.
(ii) Basis of measurement
The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant IFRS:
(iii) Convenience translation (unaudited)
The accompanying consolidated financial statements have been prepared and reported in Indian Rupees, the functional currency of the Parent Company. Solely for the convenience of the readers, the consolidated financial statements as at and for the year ended March 31, 2025, have been translated into United States Dollars at the certified foreign exchange rate of U.S.$ 1 = ₹ 85.43 as published by Federal Reserve Board of Governors on March 31, 2025. No representation is made that the Indian Rupee amounts have been, could have been or could be converted into United States Dollars at such a rate or any other rate. Due to rounding off, the translated numbers presented throughout the document may not add up precisely to the totals.
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(iv) Use of estimates and judgment
The preparation of the consolidated financial statements in conformity with IFRS requires the management to make judgments, accounting estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Accounting estimates are monetary amounts in the consolidated financial statements that are subject to measurement uncertainty. An accounting policy may require items in consolidated financial statements to be measured at monetary amounts that cannot be observed directly and must instead be estimated. In such a case, management develops an accounting estimate to achieve the objective set out by the accounting policy. Developing accounting estimates involves the use of judgments or assumptions based on the latest available and reliable information. Actual results may differ from those accounting estimates.
Accounting estimates and underlying assumptions are reviewed on an ongoing basis. Changes to accounting estimates are recognized in the period in which the estimates are changed and in any future periods affected. In particular, information about material areas of estimation, uncertainty and critical judgments in applying accounting policies that have the material effect on the amounts recognized in the consolidated financial statements are included in the following notes:
Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods.
Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of deferred tax assets considered realizable, however, could reduce in the near term if estimates of future taxable income during the carry-forward period are reduced.
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The Company uses significant judgment to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognized nor disclosed in the financial statements.
3. Material accounting policy information
(i) Basis of consolidation
Subsidiaries and controlled trusts
The Company determines the basis of control in line with the requirements of IFRS 10, Consolidated Financial Statements. Subsidiaries and controlled trusts are entities controlled by the Group. The Group controls an entity when the parent has power over the entity, it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries and controlled trusts are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
The financial statements of the Group companies are consolidated on a line-by-line basis and all intra-Group balances, transactions, income and expenses are eliminated in full on consolidation.
Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Company’s equity. The interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition to acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interests having a deficit balance.
Liability for written put options to non-controlling interests
At initial recognition, the liability for put options issued to non-controlling interests, to be settled in cash by the Company, which do not grant present access to ownership interest to the Company is recognized as financial liability at present value of the redemption amount with a corresponding debit in other reserves within equity.
-121-
Investments accounted for using the equity method are entities in respect of which, the Company has significant influence, but not control, over the financial and operating policies. Generally, a company has a significant influence if it holds between 20 and 50 percent of the voting power of another entity. Investments in such entities are accounted for using the equity method and are initially recognized at cost. The carrying amount of investment is increased/ decreased to recognize investors share of profit or loss of the investee after the acquisition date.
(ii) Functional and presentation currency
Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). These consolidated financial statements are presented in Indian Rupees, which is the functional currency of the Parent Company.
(iii) Foreign currency transactions and translation
a) Transactions and balances
Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net, within results of operating activities except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Net loss relating to translation or settlement of borrowings denominated in foreign currency are reported within finance expense. Net gain relating to translation or settlement of borrowings denominated in foreign currency are reported within finance and other income. Non-monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on non-monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments measured at fair value through other comprehensive income are included in other comprehensive income, net of taxes.
b) Foreign operations
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have a functional currency other than Indian Rupees are translated into Indian Rupees using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation reserve ("FCTR"), a component of equity, except to the extent that the translation difference is allocated to non-controlling interest. When a foreign operation is disposed of, the relevant amount recognized in FCTR is transferred to the consolidated statement of income as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date.
c) Others
Foreign currency differences arising on the translation or settlement of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in other comprehensive income and presented within equity in the FCTR to the extent the hedge is effective. To the extent the hedge is ineffective, such differences are recognized in the consolidated statement of income.
When the hedged part of a net investment is disposed of, the relevant amount recognized in FCTR is transferred to the consolidated statement of income as part of the profit or loss on disposal. Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in FCTR.
(iv) Financial instruments
A) Non-derivative financial instruments:
Non-derivative financial instruments consist of:
-122-
Non-derivative financial instruments other than trade receivables and unbilled receivables are recognized initially at fair value. Trade receivables and unbilled receivables that do not contain a significant financing component are measured at the Transaction Price. Subsequent to initial recognition, non-derivative financial instruments are measured as described below:
a. Cash and cash equivalents
The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal.
For the purposes of the consolidated statement of cash flows, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. In the consolidated statement of financial position, bank overdrafts are presented under loans and borrowings within current financial liabilities.
b. Investments
Financial instruments measured at amortized cost:
Debt instruments that meet the following criteria are measured at amortized cost (except for debt instruments that are designated at fair value through profit or loss on initial recognition):
Financial instruments measured at fair value through other comprehensive income ("FVTOCI"):
Debt instruments that meet the following criteria are measured at FVTOCI (except for debt instruments that are designated at fair value through profit or loss on initial recognition):
Interest income is recognized in the consolidated statement of income for FVTOCI debt instruments. Other changes in fair value of FVTOCI financial assets are recognized in other comprehensive income. When the investment is disposed of, the cumulative gain or loss previously accumulated in reserves is transferred to the consolidated statement of income.
Financial instruments measured at fair value through profit or loss ("FVTPL"):
Instruments that do not meet the amortized cost or FVTOCI criteria are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized in the consolidated statement of income. The gain or loss on disposal is recognized in the consolidated statement of income.
Interest income is recognized in the consolidated statement of income for FVTPL debt instruments. Dividends on financial assets at FVTPL is recognized when the Company's right to receive dividends is established.
Investments in equity instruments:
The Company carries certain equity instruments which are not held for trading. At initial recognition, the Company may make an irrevocable election to present subsequent changes in the fair value of an investment in an equity instrument in other comprehensive income (FVTOCI) or through statement of income (FVTPL). For investments designated to be classified as FVTOCI, movements in fair value of investments are recognized in other comprehensive income and the gain or loss is not transferred to consolidated statement of income on disposal of investments. For investments designated to be classified as FVTPL, both movements in fair value of investments and gain or loss on disposal of investments are recognized in the consolidated statement of income.
Dividends from these investments are recognized in the consolidated statement of income when the Company’s right to receive dividends is established.
When the investment in equity instruments is derecognized, the cumulative gain or loss in other comprehensive income is transferred to retained earnings.
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c. Other financial assets:
Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. These comprise trade receivables, unbilled receivables, finance lease receivables, employee and other advances and eligible current and non-current assets. They are presented as current assets, except for those expected to be realized later than twelve months after the reporting date which are presented as non-current assets. All financial assets are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. However, trade receivables and unbilled receivables that do not contain a significant financing component are measured at the Transaction Price.
d. Trade payables, accrued expenses, and other liabilities
Trade payables, accrued expenses, and other liabilities are initially recognized at transaction price, and subsequently carried at amortized cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short-term maturity of these instruments. Contingent consideration recognized in a business combination is initially recognized at fair value and subsequently measured at fair value through profit or loss.
B) Derivative financial instruments
The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency.
The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is primarily a bank.
Derivative financial instruments are recognized and measured at fair value. Attributable transaction costs are recognized in the consolidated statement of income as cost.
Subsequent to initial recognition, derivative financial instruments are measured as described below:
a. Cash flow hedges
Changes in the fair value of the derivative hedging instruments designated as a cash flow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, net of taxes, a component of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net, within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the consolidated statement of income upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognized in the consolidated statement of income.
b. Hedges of net investment in foreign operations
The Company designates derivative financial instruments as hedges of net investments in foreign operations. The Company also designates foreign currency denominated borrowing as a hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instruments and gains/(losses) on translation or settlement of foreign currency denominated borrowings designated as a hedge of net investment in foreign operations are recognized in other comprehensive income and presented within equity in the FCTR to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net within results from operating activities.
c. Others
Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor hedges of net investment in foreign operations are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. Changes in fair value and gains/(losses), net, on settlement of foreign currency derivative instruments relating to borrowings, which have not been designated as hedges are recorded in finance expenses.
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C) Derecognition of financial instruments
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under IFRS 9. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognize the financial asset and recognizes a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognized from the Company’s consolidated statement of financial position when the obligation specified in the contract is discharged or cancelled or expires.
(v) Equity and share capital
a) Share capital and Share premium
The authorized share capital of the Company as at March 31, 2025 is ₹ 25,274 divided into 12,504,500,000 equity shares of ₹ 2 each, 25,000,000 preference shares of ₹ 10 each and 150,000 10% optionally convertible cumulative preference shares of ₹ 100 each. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as share premium.
Every holder of the equity shares, as reflected in the records of the Company, as at the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting.
b) Shares held by controlled trust (Treasury shares)
The Company’s equity shares held by the controlled trust, which is consolidated as part of the Group are classified as Treasury shares. Treasury shares are recorded at acquisition cost. Reconciliation of the number of treasury shares held by controlled trust is as follows:
No. of shares
Opening number of equity shares
14,689,729
9,895,836
5,952,740
Less: Transferred to eligible employees on exercise of options
(4,793,893
(3,943,096
Add: Bonus issue of equity shares (Refer to Note 22)
Closing number of equity shares
11,905,480
c) Retained earnings
Retained earnings comprises of the Company’s undistributed earnings after taxes and is freely available for distribution. This includes Capital reserve as at March 31, 2023, 2024 and 2025 amounting to ₹ 1,139, ₹ 1,139 and ₹ 1,139 respectively, which is not freely available for distribution.
d) Special Economic Zone re-investment reserve
The Special Economic Zone re-investment reserve has been created out of profit of eligible SEZ units as per provisions of section 10AA(1)(ii) of the Income–tax Act, 1961 for acquiring new plant and machinery. The said reserve should be utilized by the Company for acquiring plant and machinery as per the terms of Section 10AA(2) of the Income-tax Act, 1961. This reserve is not freely available for distribution.
e) Share-based payment reserve
The share-based payment reserve is used to record the value of equity-settled share-based payment transactions with employees. The amounts recorded in share-based payment reserve are transferred to share premium upon exercise of stock options and restricted stock unit options by employees.
f) Foreign currency translation reserve
The exchange differences arising from the translation of financial statements of foreign operations, differences arising from translation of long-term inter-company receivables or payables relating to foreign operations, settlement of which is neither planned nor likely in the foreseeable future, changes in fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized in other comprehensive income, net of taxes and presented within equity in the FCTR.
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g) Cash flow hedging reserve
Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized in other comprehensive income, net of taxes and presented within equity as cash flow hedging reserve.
h) Other reserves
Changes in the fair value of financial instruments measured at fair value through other comprehensive income and actuarial gains and losses on remeasurements of the defined benefit plans are recognized in other comprehensive income, net of taxes and presented within equity in other reserves.
Other reserves also include Capital redemption reserve, which is not freely available for distribution. As per the Companies Act, 2013, Capital redemption reserve is created when a company purchases its own shares out of free reserves or share premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve can be utilized in accordance with the provisions of section 69 of the Companies Act, 2013. As at March 31, 2023, 2024 and 2025, Capital redemption reserve amounting to ₹ 1,122, ₹ 1,661 and ₹ Nil respectively is not freely available for distribution.
i) Dividend
A final dividend on common stock is recorded as a liability on the date of approval by the shareholders. An interim dividend is recorded as a liability on the date of declaration by the board of directors.
j) Buyback of equity shares
The buyback of equity shares, including tax thereon and related transaction costs are recorded as a reduction of share premium and retained earnings. Further, capital redemption reserve is created as an apportionment from retained earnings.
k) Bonus issue
For the purpose of bonus issue, the amount is transferred from capital redemption reserves, share premium and retained earnings to the share capital.
(vi) Property, plant and equipment
a) Recognition, measurement and derecognition
Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. General and specific borrowing costs directly attributable to the construction of a qualifying asset are capitalized as part of the cost till all the activities necessary to prepare the qualifying asset for its intended use or sale are substantially completed. The cost and related accumulated depreciation are derecognized upon sale or disposition of the asset and the resultant gains or losses are recognized in the consolidated statement of income.
Capital work-in-progress are measured at cost less accumulated impairment losses, if any.
b) Depreciation
The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Leasehold improvements are amortized over the shorter of estimated useful life of the asset or the related lease term. Term licenses are amortized over their respective contract term. Freehold land is not depreciated. The estimated useful life of assets is reviewed and where appropriate are adjusted, annually. The estimated useful lives of assets are as follows:
Category
Useful life
Buildings
28 to 40 years
Plant and equipment
5 to 21 years
Computer equipment and software
2 to 7 years
Furniture, fixtures and equipment
3 to 10 years
Vehicles
4 to 5 years
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably.
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Deposits and advances paid towards the acquisition of property, plant and equipment outstanding as at each reporting date and the cost of property, plant and equipment not available for use before such date are disclosed under capital work-in-progress.
(vii) Business combinations, Goodwill, and Intangible assets
a) Business combinations
Business combinations are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed, and equity instruments issued at the date of exchange by the Company. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred.
The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognized in the consolidated statement of income.
b) Goodwill
The excess of the cost of an acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets and liabilities is recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized immediately in the consolidated statement of income. Goodwill is measured at cost less accumulated impairment (if any).
Goodwill associated with disposal of an operation that is part of cash-generating unit is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained, unless some other method better reflects the goodwill associated with the operation disposed of.
c) Intangible assets
Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any.
The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and is included in selling and marketing expenses in the consolidated statement of income.
The estimated useful life of amortizable intangibles is reviewed and where appropriate is adjusted, annually. The estimated useful lives of the amortizable intangible assets are as follows:
Customer-related intangibles
1 to 10 years
Marketing-related intangibles
2.5 to 10 years
Customer-related intangibles includes customer contracts and customer relationships acquired as a part of Business combinations. Marketing-related intangibles includes vendor relationships and brand acquired as a part of Business combinations.
(viii) Leases
The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under IFRS 16.
The Company as a lessee
The Company enters into an arrangement for lease of land, buildings, plant and equipment including computer equipment and vehicles. Such arrangements are generally for a fixed period but may have extension or termination options. The Company assesses, whether the contract is, or contains, a lease, at its inception. A contract is, or contains, a lease if the contract conveys the right to –
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The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease, where the Company is reasonably certain to exercise that option. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised.
At the commencement of the lease, the Company recognizes a Right of Use (“RoU”) asset at cost and corresponding lease liability, except for leases with term of twelve months or less (“Short-term leases”) and low-value assets. For these short-term and low-value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the lease term.
The cost of the RoU assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, plus an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the site on which it is located less any lease incentives received. Subsequently, the RoU assets are measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The RoU assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of RoU assets. The estimated useful lives of RoU assets are determined on the same basis as those of property, plant and equipment.
The Company applies IAS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment loss as described in the impairment of non-financial assets below.
For lease liabilities at the commencement of the lease, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate that the Company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset and location, collateral, market terms and conditions, as applicable in a similar economic environment.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any lease modifications. The Company recognizes the amount of the re-measurement of lease liability due to modification as an adjustment to the RoU asset or in consolidated statement of income, depending upon the nature of modification. Where the carrying amount of the RoU asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in the consolidated statement of income.
Payment of lease liabilities are classified as cash used in financing activities in the consolidated statement of cash flows.
The Company as a lessor
Leases under which the Company is a lessor are classified as a finance or operating lease. Lease contracts where all the risks and rewards are substantially transferred to the lessee are classified as a finance lease. All other leases are classified as operating lease.
For leases under which the Company is an intermediate lessor, the Company accounts for the head-lease and the sub-lease as two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease.
(ix) Inventories
Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method.
(x) Impairment
a) Financial assets
The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, debt instruments classified as FVTOCI, trade receivables, unbilled receivables, finance lease receivables, and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using the effective interest rate.
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Loss allowances for trade receivables, unbilled receivables and finance lease receivables are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes in to account, risk profiling of customers and historical credit loss experience adjusted for forward-looking information. For other financial assets, expected credit loss is measured at the amount equal to twelve months expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime expected credit loss.
b) Non-financial assets
The Company assesses long-lived assets such as property, plant and equipment, RoU assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets.
Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of cash -generating units which represents the lowest level at which goodwill is monitored for internal management purposes.
The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost of disposal (“FVLCD”) and its value-in-use (“VIU”). The VIU of long-lived assets is calculated using projected future cash flows. FVLCD of a cash generating unit is computed using turnover and earnings multiples. If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the consolidated statement of income.
If at the reporting date, there is an indication that a previously assessed impairment loss on property, plant and equipment, RoU assets and intangible assets, no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially. An impairment loss in respect of goodwill is not reversed subsequently.
(xi) Employee benefits
a) Post-employment plans
The Group participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company’s sole obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks are borne by the employee. The expenditure for defined contribution plans is recognized as an expense during the period when the employee provides service. Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to the employees. The related actuarial and investment risks are borne by the Company. The present value of the defined benefit obligations is calculated by an independent actuary using the projected unit credit method.
Remeasurements of the defined benefit plans, comprising actuarial gains or losses, the effect of changes to the asset ceiling, and the return on plan assets (excluding interest) are immediately recognized in other comprehensive income, net of taxes and not reclassified to profit or loss in subsequent period.
Net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate, is recognized as part of remeasurements of the defined benefit plans through other comprehensive income, net of taxes.
The Company has the following employee benefit plans:
A. Provident fund
Eligible employees receive benefits under the Company’s provident fund plan, into which both the employer and employees make periodic contributions to the approved provident fund trust managed by the Company. A portion of the employer’s contribution is made to the government administered pension fund. The contributions to the trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets based on the government specified minimum rates of return.
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Certain employees receive benefits under the provident fund plan in which both the employer and employees make periodic contributions to the government administered provident fund. A portion of the employer’s contribution is made to the government administered pension fund. This is accounted as a defined contribution plan as the obligation of the Company is limited to the contributions made to the fund.
B. Gratuity and foreign pension
In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by third party fund managers.
The Company also maintains pension and similar plans for employees outside India, based on country specific regulations. These plans are partially funded, and the funds are managed by third party fund managers. The plans provide for monthly payout after retirement as per salary drawn and service period or for a lump sum payment as set out in rules of each fund.
The Company’s obligations in respect of these plans, which are defined benefit plans, are provided for based on actuarial valuation using the projected unit credit method.
C. Superannuation
Superannuation plan, a defined contribution scheme is administered by third party fund managers. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary.
b) Termination benefits
Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits.
c) Short-term benefits
Short-term employee benefit obligations such as cash bonus, management incentive plans or profit-sharing plans are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or management incentive plans or profit-sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
d) Compensated absences
The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilized accumulating compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognizes accumulated compensated absences based on actuarial valuation using the projected unit credit method. Non-accumulating compensated absences are recognized in the period in which the absences occur.
(xii) Share-based payment transactions
Selected employees of the Company receive remuneration in the form of equity settled instruments or cash settled instruments, for rendering services over a defined vesting period and for Company’s performance-based stock options over the defined period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recognized in the consolidated statement of income with a corresponding increase to the share-based payment reserve, a component of equity.
The equity instruments or cash settled instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation expense is determined based on the Company’s estimate of equity instruments or cash settled instruments that will eventually vest.
Cash Settled instruments granted are re-measured by reference to the fair value at the end of each reporting period and at the time of vesting. The expense is recognized in the consolidated statement of income with a corresponding increase to financial liability.
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(xiii) Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.
(xiv) Revenue
The Company derives revenue primarily from software development, maintenance of software/hardware and related services, consulting services, business process services and sale of IT products.
Revenues from customer contracts are considered for recognition and measurement when the contract has been approved by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive (the “Transaction Price”). Revenue towards satisfaction of a performance obligation is measured at the amount of the Transaction Price (net of variable consideration on account of discounts and allowances) allocated to that performance obligation. To recognize revenues, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the Transaction Price, (4) allocate the Transaction Price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.
At contract inception, the Company assesses its promise to transfer products or services to a customer to identify separate performance obligations. The Company applies judgment to determine whether each product or service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services are combined and accounted as a single performance obligation. The Company allocates the Transaction Price to separately identifiable performance obligations based on their relative stand-alone selling price or residual method. Stand-alone selling prices are determined based on sale prices for the components when it is regularly sold separately, in cases where the Company is unable to determine the stand-alone selling price, the Company uses third-party prices for similar deliverables or the Company uses expected cost-plus margin approach in estimating the stand-alone selling price.
For performance obligations where control is transferred over time, revenues are recognized by measuring progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the promised products or services to be provided.
The method for recognizing revenues and costs depends on the nature of contracts with customers as given below:
A. Time and materials contracts
Revenues and costs relating to time and materials contracts are recognized as the related services are rendered.
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B. Fixed-price contracts
i. Fixed-price development contracts
Revenues from fixed-price development contracts, including software development, and integration contracts, where the performance obligations are satisfied over time, are recognized using the “percentage-of-completion” method. The performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, revenue recognized, profit and timing of revenue for remaining performance obligations are subject to revisions as the contract progresses to completion. If the Company is not able to reasonably measure the progress of completion, revenue is recognized only to the extent of costs incurred, for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the consolidated statement of income in the period in which such losses become probable based on the current contract estimates as an onerous contract provision.
A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets primarily relate to unbilled amounts on fixed-price development contracts and are classified as non-financial asset as the contractual right to consideration is dependent on completion of contractual milestones.
A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer.
ii. Maintenance contracts
Revenues related to fixed-price maintenance contracts are recognized on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or ratably using percentage of completion method when the pattern of benefits from the services rendered to the customers and the cost to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive.
Revenue for contracts in which the invoicing is representative of the value being delivered is recognized based on our right to invoice. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed using the percentage of completion method.
In certain projects, a fixed quantum of service or output units is agreed at a fixed-price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term.
iii. Element or Volume based contracts
Revenues and costs are recognized as the related services are rendered.
C. Products
Revenue on product sales are recognized when the customer obtains control of the specified product.
D. Others
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(xv) Finance expenses
Finance expenses comprises interest on loans, borrowings and bank overdrafts, interest on lease liabilities, interest on tax matters, interest on net defined benefit liability, net loss on translation or settlement of foreign currency borrowings, changes in fair value of derivative instruments and gains/(losses) of settlement of borrowing related derivative instruments. Borrowing costs that are not directly attributable to a qualifying asset are recognized in the consolidated statement of income using the effective interest method.
(xvi) Finance and other income
Finance and other income comprise interest income on deposits, dividend income, gains/(losses) on disposal of investments, gains/(losses) on investments classified as FVTPL, net gain on translation or settlement of foreign currency borrowings and changes in fair value and gains/(losses) on settlement of related derivative instruments. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established.
(xvii) Income tax
Income tax comprises current and deferred tax. Income tax expense is recognized in the consolidated statement of income except to the extent it relates to a business combination, or items directly recognized in equity or in other comprehensive income.
a) Current income tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amounts are those that are enacted or substantively enacted as at the reporting date and applicable for the period. While determining the tax provisions, the Company assesses whether each uncertain tax position is to be considered separately or together with one or more uncertain tax positions depending upon the nature and circumstances of each uncertain tax position. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously.
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b) Deferred income tax
Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction.
Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized.
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences that is expected to reverse within the tax holiday period, taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is a right and an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
(xviii) Earnings per share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where the results would be anti-dilutive.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any splits and bonus shares issues including for change effected prior to the approval of the consolidated financial statements by the Board of Directors.
(xix) Statement of cash flows
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash generated from/(used in) operating, investing and financing activities of the Company are segregated.
New Accounting standards, amendments and interpretations not yet adopted by the Company:
Certain new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after April 1, 2024 and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Company are:
Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates
On August 15, 2023, IASB issued ‘Lack of Exchangeability (Amendments to IAS 21)’ that clarifies how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking, as well as require the disclosure of information that enables users of financial statements to understand the impact of a currency not being exchangeable. These amendments are effective for annual reporting periods beginning on or after January 1, 2025, with earlier application permitted. The adoption of amendments to IAS 21 is not expected to have any material impact on the consolidated financial statements.
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IFRS 18 – Presentation and Disclosure in Financial Statements
On April 9, 2024, IASB issued IFRS 18 ‘Presentation and Disclosure in Financial Statements’ which supersedes IAS 1 ‘Presentation of Financial Statements’, aimed at improving comparability and transparency of communication in financial statements. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations. These categories are complemented by the requirement to present specified totals and subtotals for ‘operating profit or loss’, ‘profit or loss before financing and income taxes’ and ‘profit or loss’. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financials information based on the identified ‘roles’ of the primary financial statements and the notes.
Consequent to above, a narrow-scope amendments have been made to IAS 7 ‘Statement of Cash Flows’, which include changing the starting point for determining cash flows from operations under the indirect method from ‘profit or loss’ to ‘operating profit or loss’. Further, some requirements previously included within IAS 1 have been moved to IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’ which has also been renamed IAS 8 ‘Basis of Preparation of Financial Statements’. IAS 34 ‘ Interim Financial Reporting’ was amended to require disclosure of management defined performance measures. Minor consequential amendments to other standards were also made.
An entity that prepares condensed interim financial statements in accordance with IAS 34 in the first year of adoption of IFRS 18, must present the heading and mandatory subtotals it expects to use in its annual financial statement. Comparative period in both the interim and annual financial statements will need to be restated and a reconciliation of the statement of profit or loss previously published will be required for the immediately preceding comparative period. IFRS 18 and the amendments to the other standards, is effective for reporting period beginning on or after January 1, 2027 and are to be applied retrospectively, with earlier application permitted.
The Company is currently assessing the impact of adopting IFRS 18 and the amendments to other standards, on the consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
On May 30, 2024, IASB issued ‘Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7)’ to address matters identified during the post-implementation review of IFRS 9. The amendments clarify that a financial liability is derecognized on the ‘settlement date’ and introduce an accounting policy choice to derecognize financial liabilities settled using an electronic payment system before settlement date. The classification of financial asset with ESG linked features has been clarified through additional guidance on the assessment of contingent features. Additional disclosures are introduced for financial instruments with contingent features and equity instruments classified as fair value through OCI. These amendments are effective for annual reporting periods beginning on or after January 1, 2026, with earlier application permitted. The Company is currently assessing the impact of adopting these amendments on the consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 - Contracts referencing Nature-dependent electricity
The International Accounting Standards Board (IASB) has published amendments to IFRS 9 and IFRS 7 titled Contracts Referencing Nature-dependent Electricity. The IASB has added application guidance to IFRS 9 to address specifically whether a contract to buy electricity generated from a source dependent on natural conditions is held for the entity’s own-use expectations. The amendments also address specifically how an entity applies the hedge accounting requirements in IFRS 9 when a contract referencing nature-dependent electricity with a variable nominal amount is designated as the hedging instrument. The IASB decided to add complementary disclosure requirements to IFRS 7. The amendments are effective for annual periods beginning on or after 1 January 2026, with earlier application permitted. The Company is currently assessing the impact of adopting these amendments on the consolidated financial statements.
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4. Property, plant and equipment
Land
Plant and equipment (1)
Furniture and fixtures
Officeequipment
Gross carrying value:
4,860
47,700
117,732
18,086
7,818
161
196,357
Additions
428
6,975
1,716
354
9,476
Additions through Business combinations (Refer to Note 7)
373
1
Disposals
(486
(1,174
(22,815
(1,586
(663
(131
(26,855
Translation adjustment
70
248
4,375
47,024
102,513
18,233
7,514
179,693
Accumulated depreciation/ impairment:
10,927
85,501
11,520
5,928
145
114,021
Depreciation and impairment
1,490
11,856
2,193
16,184
(683
(22,019
(1,444
(639
(130
(24,915
211
275
11,775
75,549
12,287
5,932
105,565
Net carrying value as at March 31, 2024
35,249
26,964
5,946
1,582
74,128
Capital work-in-progress
7,480
Net carrying value including Capital work-in-progress as at March 31, 2024
6,215
10,623
3,143
943
20,934
Additions through Business combination (Refer to Note 7)
(6
(680
(13,668
(1,803
(793
(16,959
77
(1
4,373
52,556
99,554
19,576
7,663
183,756
1,662
11,050
2,229
623
15,568
(410
(13,189
(1,526
(730
(8
(15,863
(30
49
(4
12,997
73,459
12,989
5,821
105,283
Net carrying value as at March 31, 2025
39,559
26,095
6,587
1,842
78,473
2,211
Net carrying value including Capital work-in-progress as at March 31, 2025
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5. Right-of-Use asset
Category of Right-of-Use asset
1,278
27,946
2,580
865
32,669
264
251
7,085
(6,203
(636
(271
(7,110
172
210
1,343
28,453
2,242
849
32,887
Accumulated depreciation:
12,127
1,192
571
13,967
Depreciation
5,485
444
181
6,131
(4,439
(561
(244
(5,244
64
98
13,237
1,086
511
14,932
1,245
15,216
1,156
338
10,822
3,735
228
14,785
(221
(4,389
(632
(354
(5,596
100
269
1,122
35,038
5,445
740
42,345
5,362
180
6,102
(13
(3,776
(303
(319
(4,411
81
124
14,904
381
16,747
1,016
20,134
4,089
359
(1) Including net carrying value of computer equipment amounting to ₹ 2 and ₹ 1 as at March 31, 2024 and 2025, respectively.
The Company recognized the following expenses in the consolidated statement of income:
Rent expense recognized under facility expenses pertaining to:
Leases of low-value assets
261
232
Short-term leases
2,732
3,257
3,842
2,993
3,502
4,074
Payments toward leases of low-value assets and Short-term leases are disclosed under operating activities in the consolidated statement of cash flows. All other lease payments during the period are disclosed under financing activities in the consolidated statement of cash flows.
Income from subleasing RoU assets for the years ended March 31, 2023, 2024 and 2025 is not material.
The Company is committed to certain leases amounting to ₹ 1,591 which have not commenced as of March 31, 2025. The term of such leases ranges from 1 to 10 years.
Refer to Note 19 for remaining contractual maturities of lease liabilities. Refer to Note 26 for interest expense on lease liabilities.
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6. Goodwill and intangible assets
The movement in goodwill balance is given below:
Balance at the beginning of the year
307,970
4,206
7,688
Acquisition through Business combinations(1) (Refer to Note 7)
4,314
1,324
(488
Balance at the end of the year
The Company is organized by two operating segments: IT Services and IT Products (Refer to Note 33). Goodwill as at March 31, 2024 and 2025 has been allocated to the IT Services operating segment.
Goodwill recognized on business combinations is allocated to Cash Generating Units (CGUs), within the IT Services operating segment, which are expected to benefit from the synergies of the acquisitions.
CGUs
104,310
108,111
104,134
106,529
79,596
81,955
Asia Pacific, Middle East and Africa
27,962
28,419
For impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment. Goodwill is tested for impairment at least annually in accordance with the Company’s procedure for determining the recoverable value of each CGU.
The recoverable amount of the CGU is determined based on FVLCD. The FVLCD of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observable market data. The fair value measurement is categorized as a level 2 fair value based on the inputs in the valuation techniques used.
Based on the above testing, no impairment was identified as at March 31, 2024 and 2025, as the recoverable value of the CGUs exceeded the carrying value. A sensitivity analysis to the change in the key parameters (turnover and earnings multiples) did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount.
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The movement in intangible assets is given below:
Customer-related
Marketing-related
49,813
11,924
61,737
Acquisition through Business combinations (Refer to Note 7)
556
390
946
Deductions/adjustments
(7,306
(505
(7,811
609
163
772
43,672
11,972
55,644
Accumulated amortization/ impairment:
15,417
3,275
18,692
Amortization and impairment (1) (2)
9,961
1,795
11,756
209
259
18,281
4,615
22,896
25,391
7,357
Acquisition through business combinations (Refer to Note 7)
1,896
(4,101
(2,518
(6,619
994
268
1,262
42,461
9,722
52,183
Amortization and impairment (1)
6,327
7,909
443
104
547
20,950
3,783
21,511
5,939
As at March 31, 2025, the net carrying value and the estimated remaining amortization period for intangible assets acquired on acquisition are as follows:
Acquisition
Net carrying value
Estimated remaining amortization period
Capco - customer-related intangible
15,735
5.08 years
Capco - marketing-related intangible
5,645
6.08 years
AVT
1,805
1.21 - 5.72 years
Rizing
1,410
2.64 years
Vara Infotech Private Limited
721
1.50 - 4.50 years
Aggne
645
1.87 - 2.87 years
Rational Interaction, Inc.
1.89 years
Eximius Design, LLC
572
2.40 years
Convergence Acceleration Solutions, LLC
308
3.03 years
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7. Business combinations
Summary of acquisitions during the year ended March 31, 2023:
During the year ended March 31, 2023, the Company completed two business combinations by acquiring 100% equity interests in:
The following table presents the purchase price allocation:
CAS Group
Net assets
532
3,850
Fair value of property, plant and equipment
Fair value of right-of-use assets
201
Fair value of customer-related intangibles
1,708
3,894
Fair value of marketing-related intangibles
482
Deferred tax liabilities on intangible assets
(1,750
2,240
7,050
3,347
36,780
Total purchase price
5,587
43,830
Net Assets include:
127
2,114
Fair value of acquired trade receivables included in net assets
452
3,220
Gross contractual amount of acquired trade receivables
3,233
Less: Allowance for lifetime expected credit loss
Amount included in general and administrative expenses:
Transaction costs
The goodwill of ₹ 40,127 comprises value of acquired workforce and expected synergies arising from the business combinations. Goodwill is allocated to IT Services segment and is not deductible for income tax purposes except for CAS Group in the United States of America.
The total consideration of CAS Group includes a contingent consideration linked to achievement of revenues and earnings over a period of 3 years ending December 31, 2024, and range of contingent consideration payable is between ₹ Nil and ₹ 2,277. The fair value of the contingent consideration is estimated by applying the discounted cash-flow approach considering discount rate of 4.58% and probability adjusted revenue and earnings estimates. The undiscounted fair value of contingent consideration is ₹ 1,804 as at the date of acquisition. The discounted fair value of contingent consideration of ₹ 1,662 is recorded as part of purchase price allocation.
Summary of acquisitions during the year ended March 31, 2024:
During the year ended March 31, 2024, the Company completed a business combination by acquiring a 60% equity interest in Aggne Global Inc. and Aggne Global IT Services Private Limited ("Aggne"), a leading consulting and managed services company serving the insurance and insurtech industries. Aggne is a leading alliance partner of Duck Creek, which is a market-leading platform for property and casualty insurance. The acquisition was consummated on February 13, 2024, for total cash consideration of ₹ 5,525.
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(367
1,180
Share of non-controlling interests
(472
5,525
153
113
The goodwill of ₹ 4,817 comprises value of acquired workforce and expected synergies arising from the business combination. Goodwill is allocated to IT Services segment and is not deductible for income tax purposes.
The interest of non-controlling shareholders is measured at the non-controlling interest’s proportionate share of the fair value of the identifiable net assets of Aggne.
The Company has issued put options to non-controlling interests in Aggne in accordance with the terms of underlying shareholders agreement and will be settled in cash. As at the acquisition date, the Company has recorded a financial liability for the estimated present value of its gross obligation to purchase the non-controlling interest with a corresponding adjustment to equity. The fair value of the financial liability is estimated as per the terms of shareholders agreement and the undiscounted fair value of the financial liability is ₹ 5,176 as at the date of acquisition. Considering the discount rate of 5.87%, the discounted fair value of the financial liability is ₹ 4,238.
The pro-forma effects of acquisition of Aggne for the year ended March 31, 2024, on the Company’s revenues and profits were not material.
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Summary of acquisitions during the year ended March 31, 2025:
During the year ended March 31, 2025, the Company completed a business combination by acquiring a 100% equity interest in Applied Value Technologies, Inc. and Applied Value Technologies B.V., which was consummated on December 16, 2024. The Company has also acquired a 100% equity interest in Applied Value Technologies Pte Limited (together with Applied Value Technologies, Inc. and Applied Value Technologies B.V., “AVT”), which was consummated on January 3, 2025. AVT helps enterprises transform IT operations through a highly customized and data-driven approach. AVT will augment Wipro’s existing application services capabilities, helping drive new growth opportunities. The total consideration (upfront cash to acquire control, deferred consideration and contingent consideration) for the acquisition is ₹ 2,836.
173
(566
1,512
2,836
215
The above purchase price allocation for AVT is provisional and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.
The goodwill of ₹ 1,324 comprises value of acquired workforce and expected synergies arising from the business combinations. Goodwill is allocated to IT Services segment and is not deductible for income tax purposes.
The total consideration of AVT includes a deferred consideration of ₹ 264 payable within six months from consummation date.
The total consideration of AVT includes a contingent consideration linked to achievement of revenues and earnings over a period of 3 years ending December 31, 2027, and range of contingent consideration payable is between ₹ Nil and ₹ 2,122. The fair value of the contingent consideration is estimated by applying the discounted cash-flow approach considering probability adjusted revenue and earnings estimates. The undiscounted fair value of contingent consideration is ₹ 2,122 as at the date of acquisition. The discounted fair value of contingent consideration of ₹ 1,537 is recorded as part of provisional purchase price allocation.
The pro-forma effects of the acquisition of AVT for the year ended March 31, 2025 on the Company’s revenues and profits were not material.
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8. Investments
Non-current
Financial instruments at FVTPL
Equity instruments (1)
4,404
4,955
Fixed maturity plan mutual funds
1,395
1,203
Financial instruments at FVTOCI
15,830
12,493
Financial instruments at amortized cost
Inter corporate and term deposits (3)
7,807
Current
Short-term mutual funds (2)
71,686
88,776
Non-convertible debentures
154,407
219,389
Government securities
7,030
10,651
Commercial papers
11,845
2,858
Bonds
28,195
21,138
38,008
68,362
332,800
437,932
77,485
95,234
217,307
266,529
76,169
During the year ended March 31, 2024, the Company invested ₹ 484 being equity contribution in SDVerse LLC, a joint venture between the Company, General Motors LLC and Magna International Inc. The Company’s share of equity in the joint venture is 27%.
The Company had no material associates as at March 31, 2024 and 2025.
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The aggregate summarized financial information in respect of the Company’s immaterial associate and joint venture that are accounted for using the equity method is set forth below:
Carrying amount of the Company’s interest in:
An associate accounted for using the equity method
783
933
(Unquoted: Series A Preferred Stock - 94,527; Common stock - 27,865 and Series B Preferred Stock - 190,525)
A joint venture accounted for using the equity method
394
(Unquoted: Class A units - 5,850,000)
For the year ended March 31,
Company’s share of net profit / (loss) in the consolidated statement of income pertaining to:
129
(225
125
9. Trade receivables
125,838
124,215
Allowance for lifetime expected credit loss
(6,316
(6,171
119,522
118,044
The activity in the allowance for lifetime expected credit loss is given below:
6,813
6,316
Additions, net (Refer to Note 25)
Charged against allowance
(1,078
(512
6,171
10. Inventories
Stores and spare parts
Traded goods
880
685
During the years ended March 31, 2024 and 2025, changes in inventories recognized as expense is ₹ 278 and ₹ 195, respectively, and purchases of traded goods recognized as expense is ₹ 3,832 and ₹ 2,967, respectively.
11. Cash and cash equivalents
Cash and bank balances
60,417
60,648
74,456
Demand deposits with banks (1)
31,463
36,305
47,518
91,880
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Cash and cash equivalents consist of the following for the purpose of the consolidated statement of cash flows:
Bank overdrafts
(19
12. Other financial assets
Finance lease receivables
4,270
3,090
Security deposits
1,221
1,318
Dues from officers and employees
Advance to customer
225
Other receivables
5,307
5,144
2,035
1,827
Interest receivables
230
596
505
Claims Receivables
195
2,223
111
16,086
13,112
Finance lease receivables consist of assets that are leased for a contract term normally ranging 1 to 5 years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given below:
Year 1
5,693
5,489
Year 2
1,908
Year 3
853
945
Year 4
309
380
Year 5
154
Gross investment in lease
10,229
8,867
Less: Unearned finance income
(652
(633
Present value of minimum lease payment receivables
9,577
8,234
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13. Other assets
Costs to obtain contract (1)
2,324
3,277
Costs to fulfil contract (2)
205
378
Prepaid expenses
3,424
2,657
Others - Interest receivable from statutory authorities
4,378
1,148
17,574
16,917
Balance with GST and other authorities
6,029
6,760
Advance to suppliers
3,267
2,323
867
1,407
131
343
453
Defined benefit plan asset, net
1,010
Withholding taxes
329
542
123
39,933
36,588
14. Loans, borrowings and bank overdrafts
Unsecured Notes 2026 (1)
Borrowings from banks
79,164
141,466
161,817
Short-term loans, borrowings and bank overdrafts
The Company had loans, borrowings and bank overdrafts amounting to ₹ 79,166 and ₹ 97,863, as at March 31, 2024 and 2025, respectively. The principal source of borrowings from banks as at March 31, 2025 primarily consists of lines of credit of approximately ₹ 88,485, U.S. Dollar (U.S.$) 520 million, Saudi Riyal (SAR) 120 million, Pound Sterling (GBP) 7 million, Bahraini Dinar (BHD) 1 million, Australian Dollar (AUD $) 75 million, Thai Baht (THB) 5 million, Brazilian Real (BRL) 7 million, Indonesian Rupiah (IDR) 13,000 million, Qatari Riyal (QAR) 10 million and Mexican Peso (MXN) 33 million from bankers for working capital requirements and other short-term needs.
As at March 31, 2025, the Company has unutilized lines of credit aggregating ₹ 27,985, U.S.$ 130 million, SAR 120 million, GBP 7 million, BHD 1 million, THB 5 million, BRL 7 million, IDR 13,000 million, QAR 10 million and MXN 33 million. To utilize these unused lines of credit, the Company requires consent of the lender and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis.
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Significant portion of these facilities bear floating rates of interest, referenced to country specific official benchmark interest rates and a spread, determined based on market conditions.
Long-term loans and borrowings
Foreign currency in millions
Indian Rupee
Final maturity
Unsecured Notes 2026
U.S.$ 747
U.S.$ 748
June-26
Non-current portion of long-term loans and borrowings
Current portion of long-term loans and borrowings
Refer to Note 26 for interest expense on loans, borrowings and bank overdrafts.
Cash and non-cash changes in liabilities arising from financing activities:
Non-cash changes
April 1, 2023
Cash flow
Net additions to Lease Liabilities
Effective interest rate adjustment
Foreign exchange movements
March 31, 2024
Borrowings
150,074
(10,057
112
1,335
141,464
Lease Liabilities
24,573
8,438
23,183
174,647
(20,117
1,567
164,647
April 1, 2024
17,923
114
2,316
17,270
239
30,218
7,449
2,555
192,035
Non-fund based
The Company has non-fund based revolving credit facilities in various currencies equivalent to ₹ 48,536 and ₹ 49,634, as at March 31, 2024 and 2025, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As at March 31, 2024, and 2025, an amount of ₹ 35,081, and ₹ 36,524, respectively, was unutilized out of these non-fund based facilities.
15. Trade payables and accrued expenses
Trade payables
23,275
21,985
Accrued expenses
65,291
66,267
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16. Other financial liabilities
Liability on written put options to non-controlling interests (Refer to Note 19)
4,303
4,945
Contingent consideration (Refer to Note 19)
429
1,307
Liabilities towards customer contracts
1,026
Rent deposit
Long-term incentive payable
196
387
Deferred consideration for Business combination
Capital creditors
333
1,255
557
788
475
342
Advance from customers
598
167
Cash Settled ADS RSUs
Interest accrued on loans and borrowings
347
489
295
Unclaimed dividend
234
7,257
11,671
17. Other liabilities
Employee benefits obligations
4,362
Statutory and other liabilities
8,751
12,757
16,057
16,001
Statutory and other liabilities (1)
14,019
14,295
790
Others (1)
44,265
48,205
(1) ₹ 744 has been reclassified from Others to Statutory and other liabilities for the year ended March 31, 2024.
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18. Provisions
Provision for onerous contracts
1,599
1,288
Provision for warranty
207
155
142
1,931
A summary of activity in provision for warranty, provision for onerous contracts and other provisions is as follows:
Year ended March 31, 2024
Year ended March 31, 2025
456
1,590
503
2,549
Additional provision during the year
151
916
1,067
597
804
Utilized/written-back during the year
(390
(911
(348
(1,649
(217
(624
(854
Provision for warranty represents cost associated with providing sales support services, which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 1 year.
Provision for onerous contracts is recognized when the expected benefit by the company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract.
Other provisions primarily include provisions for compliance related contingencies. The timing of cash outflows in respect of such provision cannot be reasonably determined.
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19. Financial instruments
The carrying value of financial instruments by categories as at March 31, 2024 is as follows:
Fair value through other comprehensive income
Fair value through profit or loss
Mandatory
Designatedupon initialrecognition
Amortized cost
Financial Assets:
Cash and cash equivalents (Refer to Note 11)
Investments (Refer to Note 8)
Equity Instruments
20,234
Short-term mutual funds
Inter corporate and term deposits
Trade receivables (Refer to Note 9)
Other financial assets (Refer to Note 12)
Derivative assets (Refer to Note 19)
1,358
77,875
201,477
16,798
328,914
625,064
Financial Liabilities:
Trade payables and other financial liabilities
Trade payables and accrued expenses (Refer to Note 15)
Other financial liabilities (Refer to Note 16)
6,828
Loans, borrowings and bank overdrafts (Refer to Note 14)
Derivative liabilities (Refer to Note 19)
562
758
260,043
261,034
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The carrying value of financial instruments by categories as at March 31, 2025 is as follows:
17,448
1,503
1,105
715
96,339
254,036
13,208
393,579
757,162
1,864
9,807
893
1,939
290,094
292,926
Offsetting financial assets and liabilities
The following table contains information on financial assets and financial liabilities subject to offsetting:
Gross amounts recognized
Gross amounts of recognized financial liabilities set off
Net amounts recognized
Trade receivables - non-current
Trade receivables - current
125,624
(10,147
126,512
(8,767
Other financial assets - non-current
Other financial assets - current
61,055
(2,710
66,194
(1,914
206,810
(12,857
193,953
206,117
(10,681
195,436
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Gross amounts of recognized financial assets set off
101,423
98,933
Other financial liabilities - non-current
Other financial liabilities - current
108,680
95,823
110,604
99,923
For the financial assets and liabilities subject to offsetting or similar arrangements, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis and hence are not offset.
Fair value
Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, eligible current and non-current assets, loans, borrowings and bank overdrafts, lease liabilities, trade payables and accrued expenses, and eligible current and non-current liabilities.
The fair value of cash and cash equivalents, trade receivables, unbilled receivables, short-term loans, borrowings and bank overdrafts, lease liabilities, trade payables and accrued expenses, other current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments. Finance lease receivables are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for estimated credit losses on these receivables. As at March 31, 2024 and 2025, the carrying value of such financial assets, net of allowances, and liabilities approximates the fair value.
The Company’s Unsecured Notes 2026 are contracted at fixed coupon rate of 1.50% and market yield on these loans as of March 31, 2025 was 4.69%.
Investments in short-term mutual funds and fixed maturity plan mutual funds, which are classified as FVTPL are measured using net asset values at the reporting date multiplied by the quantity held. Fair value of investments in non-convertible debentures, government securities, commercial papers and bonds classified as FVTOCI is determined based on the indicative quotes of price and yields prevailing in the market at the reporting date. Fair value of investments in equity instruments classified as FVTOCI or FVTPL is determined using market approach primarily based on market multiples method.
The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves and currency volatility.
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
There were no transfers between Level 1, 2 and 3 during the years ended March 31, 2024 and 2025.
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The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Fair value measurements at reporting date
Level 1
Level 2
Level 3
Assets
Derivative instruments:
Cash flow hedges
Investments:
Equity instruments
20,126
17,391
Non-convertible debentures, government securities, commercial papers and bonds
1,282
200,195
10,550
243,486
Liabilities
(893
(329
(75
Liability on written put options to non-controlling interests
(4,303
(4,945
Contingent consideration
(429
(1,864
The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table.
Financial instrument
Method and assumptions
Derivative instruments (assets and liabilities)
The Company enters into derivative financial instruments with various counterparties, primarily banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying. As at March 31, 2025, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value.
Investment in non-convertible debentures, government securities, commercial papers and bonds
Fair value of these instruments is derived based on the indicative quotes of price and yields prevailing in the market as at reporting date.
Investment in fixed maturity plan mutual funds
Fair value of these instruments is derived based on the indicative quotes of price prevailing in the market as at reporting date.
The following methods and assumptions were used to estimate the fair value of the level 3 financial instruments included in the above table.
Investment in equity instruments
Fair value of these instruments is determined using market approach primarily based on market multiples method.
Contingent consideration and liability on written put options to non-controlling interest
Fair value of these instruments is determined using valuation techniques which includes inputs relating to risk-adjusted revenue and operating profit forecast.
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The following table presents changes in Level 3 assets and liabilities for the years ended March 31, 2024 and 2025:
19,321
1,277
1,925
Disposals (1)(2)
(416
(1,828
Gain/(loss) recognized in consolidated statement of income
(136
Gain/(loss) recognized in other comprehensive income
(485
(3,609
565
(3,053
Addition through Business combination (Refer to Note 7)
(1,537
Reversals (1)
1,300
169
Payouts
1,294
Finance expense (recognized)/reversed in consolidated statement of income
55
(47
(25
(20
(4,238
Finance expense recognized in consolidated statement of income
(33
(530
(32
(112
As at March 31, 2024 and 2025, every 1% increase/decrease in the unobservable inputs used to estimate the fair value of contingent consideration and liability on written put options to non-controlling interests, does not have a material impact on its fair value.
Derivative assets and liabilities:
The Company is exposed to currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency and net investment in foreign operations. The Company is also exposed to interest rate fluctuations on investments in floating rate financial assets and floating rate borrowings. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities, interest rates, foreign currency forecasted cash flows and net investment in foreign operations. The counter parties in these derivative instruments are primarily banks and the Company considers the risks of non-performance by the counterparty as immaterial.
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The following table presents the aggregate contracted principal amounts of the Company's derivative contracts outstanding:
(in million)
Notional
Designated derivative instruments
Sell: Forward contracts
1,349
1,008
(608
€
46
£
AUD
Range forward option contracts
730
764
(55
Interest rate swaps
INR
4,750
(71
Non-designated derivative instruments
Sell: Forward contracts (1)
1,158
(31
119
(27
44
(14
SGD
ZAR
CAD
71
SAR
188
179
QAR
TRY
90
NOK
OMR
JPY
3,975
DKK
AED
CNH
MXN
212
(35
COP
8,120
(5
MYR
RON
80
BHD
HKD
CRC
3,380
NZD
TWD
40
CHF
PHP
150
THB
PLN
BRL
Buy: Forward contracts
37
(40
126
137
67
SEK
(29
66
RMB
KWD
306
178
1,871
168
PEN
LKR
1,100
CLP
2,900
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38
796
852
The Company determines the existence of an economic relationship between the hedging instrument and the hedged item based on the currency, amount and timing of its forecasted cash flows. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the hedging instrument is expected to offset changes in cash flows of hedged items.
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in consolidated statement of income at the time of the hedge relationship rebalancing.
The following table summarizes activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges:
Balance as at the beginning of the year
(1,762
773
Changes in fair value of effective portion of derivatives
1,461
(1,185
Deferred cancellation gain/(loss), net
(91
Net (gain)/loss reclassified to consolidated statement of income on occurrence of hedged transactions (1)
203
Net (gain)/loss on ineffective portion of derivative instruments classified to consolidated statement of income
Gain/(loss) on cash flow hedging derivatives, net
2,535
(1,048
Balance as at the end of the year
(275
Deferred tax asset/(liability) thereon
Balance as at the end of the year, net of deferred taxes
(210
The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2025 are expected to occur and be reclassified to the consolidated statement of income over a period of 17 months.
As at March 31, 2024 and 2025, there were no material gains or losses on derivative transactions or portions thereof that have become ineffective as hedges or associated with an underlying exposure that did not occur.
Sale of financial assets
From time to time, in the normal course of business, the Company transfers accounts receivables, unbilled receivables and net investment in finance lease receivables (financial assets) to banks. Under the terms of the arrangements, the Company either substantially transfer its risks and rewards or surrenders control over the financial assets and transfer is without recourse. Accordingly, on such transfers the financial assets are derecognized and considered as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded in finance expenses, at the time of sale based on the carrying value of the financial assets and fair value of servicing liability. The incremental impact of such transactions on our cash flow and liquidity for the years ended March 31, 2023, 2024 and 2025 is not material.
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Financial risk management
The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to losses.
The Company manages market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. The corporate treasury department recommends risk management objectives and policies, which are approved by our senior management and Audit, Risk and Compliance Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies.
The Company operates internationally, and a major portion of its business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of the Company’s revenue is in the U.S. Dollars, Pound Sterling, Euro, Australian Dollars and Canadian Dollars, while a large portion of costs are in Indian Rupees. The exchange rate between the Indian Rupee and these currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the Indian Rupee against these currencies can adversely affect the Company’s results of operations.
The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency.
The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows.
As at March 31, 2025, a ₹ 1 increase in the spot exchange rate of the Indian Rupee with the U.S. Dollar would result in an approximately ₹ 2,115 (including consolidated statement of income of ₹ 537 and other comprehensive income of ₹ 1,578) decrease in the fair value, and a ₹ 1 decrease would result in an approximately ₹ 2,134 (including consolidated statement of income of ₹ 537 and other comprehensive income of ₹ 1,597) increase in the fair value of foreign currency dollar denominated derivative instruments (forward and option contracts).
The below table presents foreign currency risk from non-derivative financial instruments as at March 31, 2024 and 2025:
Euro
Pound Sterling
Australian Dollar
Canadian Dollar
Other currencies (1)
35,193
12,315
8,644
2,556
819
4,198
63,725
18,104
3,427
3,250
1,694
599
2,615
29,689
19,008
4,672
1,068
782
3,441
3,320
32,291
12,549
197
785
1,818
16,984
(2,976
(2,764
(183
(155
(137
(1,269
(7,484
Trade payables, accrued expenses and other financial liabilities
(27,161
(15,370
(9,533
(1,624
(920
(3,045
(57,653
Non-derivative financial assets/ (liabilities), net
54,717
3,708
3,443
3,460
4,587
7,637
77,552
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39,306
12,470
7,611
1,942
629
4,195
66,153
23,341
4,383
4,227
583
2,179
36,335
28,719
5,871
1,357
1,007
4,392
2,575
43,921
1,187
353
537
1,504
4,467
(2,625
(2,894
(2,402
(259
(72
(1,104
(9,356
(32,507
(12,735
(10,683
(1,220
(1,068
(4,435
(62,648
57,019
8,282
463
3,629
4,565
4,914
78,872
As at March 31, 2024 and 2025, respectively, every 1% increase/decrease in the respective foreign currencies compared to functional currency of the Company increase/decrease our profits by approximately ₹ 776 and ₹ 789, respectively.
From time to time, the Company manages its net exposure to interest rate risk relating to borrowings by entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. If interest rates were to increase/(decrease) by 100 bps as on March 31, 2025, it would result in an increase/(decrease) in fair value of interest rate swaps of approximately ₹ 47 and ₹ (48), respectively, in other comprehensive income. If interest rates were to increase by 100 bps as on March 31, 2025, additional net annual interest expense on floating rate borrowing would amount to approximately ₹ 879. Certain borrowings are also transacted at fixed interest rates.
Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the credit rating and financial reliability of customers, considering the financial condition, current economic trends, forward-looking macroeconomic information, analysis of historical bad debts and ageing of accounts receivable. No single customer accounted for more than 10% of the accounts receivable as at March 31, 2024 and 2025, or revenues for the years ended March 31, 2023, 2024 and 2025. There is no significant concentration of credit risk.
Refer to Note 9 for changes in the allowance for lifetime expected credit loss.
Cash and cash equivalents include demand deposits of ₹ 21,499 and bank balances of ₹ 63,350 held with three banks having high credit ratings, which are individually in excess of 10% or more of the Company’s total cash and cash equivalents as at March 31, 2025.
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Investments include term deposits of ₹ 30,661 and non-convertible debentures of ₹ 24,399 held with a bank having high credit ratings, which is in excess of 10% or more of the Company’s total investments as at March 31, 2025.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts based on the expected cash flows. As at March 31, 2025, cash and cash equivalents are held with major banks and financial institutions.
The table below provides details regarding the remaining contractual maturities of financial liabilities at the reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any.
Less than 1 year
1-2 years
2-4 years
Beyond 4 years
Total Cashflows
Interest included in total cash flows
Carrying value
Loans, borrowings and bank overdrafts (1)
81,157
938
63,019
145,114
(3,648
Lease Liabilities (1)
10,377
6,670
5,504
3,690
26,241
(3,058
Contingent consideration (2)
450
(21
Liability on written put options to non-controlling interests (2)
2,438
2,763
5,201
(898
2,525
182,930
8,213
71,036
6,480
268,659
(7,625
(2,643
9,563
6,950
8,426
11,379
36,318
(6,100
420
1,401
(537
2,686
3,819
(1,560
Rent Deposit
684
1,368
1,082
303
1,580
1,571
202,568
75,281
14,547
303,775
(10,849
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The balanced view of liquidity and financial indebtedness is stated in the table below. The management for external communication with investors, analysts and rating agencies uses this calculation of the net cash position:
Investments - current
(141,466
(161,817
266,658
371,631
20. Foreign currency translation reserve and Other reserves
The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below:
Translation difference related to foreign operations, net
4,204
7,294
Reclassification of foreign currency translation differences on liquidation of subsidiaries to consolidated statement of income
The movement in other reserves is summarized below:
Other Reserves
Remeasurements of the defined benefit plans
Investment in debt instrumentsmeasured at fair value through OCI
Investment in equity instrumentsmeasured at fair value through OCI
Capital Redemption Reserve
Gross obligation to non-controlling interests underput options
(498
3,018
10,088
(548
(119
10,793
Buyback of equity shares (Refer to Note 22)
(286
1,397
10,320
1,661
Bonus issue of equity shares (Refer to Note 22)
(1,661
Transfer to Retained earnings (1)
(5,624
(135
2,360
1,220
(1) Towards transfer of cumulative realized (gain)/loss on disposal of investments in equity instruments designated as FVTOCI and towards transfer of cumulative (gain)/loss on remeasurement of defined benefit plans to retained earnings.
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21. Income taxes
Income tax expense as per the consolidated statement of income
Income tax included in other comprehensive income on:
Gains/(losses) on investment securities
83
Gains/(losses) on cash flow hedging derivatives
(825
554
(260
32,876
37,013
42,649
Income tax expense consists of the following:
Current tax expense
32,198
34,973
45,405
Deferred tax expense/(reversal)
1,794
1,116
(2,628
The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows:
Enacted income tax rate in India
34.94
Computed expected tax expense
51,591
51,435
61,130
Effect of:
Income exempt from tax
(17,398
(14,897
(12,960
Basis differences that will reverse during a tax holiday period
(202
(332
Income taxed at higher / (lower) rates
(3,818
(7,497
(7,736
Taxes related to prior years
(536
2,567
(2,306
Changes in unrecognized deferred tax assets
618
1,092
(17
Expenses disallowed for tax purpose
3,563
3,945
4,460
Others, net
(296
538
Effective income tax rate
23.02
24.52
24.45
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The components of deferred tax assets and liabilities are as follows:
Carry forward losses (1)
1,254
898
Trade payables, accrued expenses and other liabilities
5,793
7,106
Allowances for lifetime expected credit loss
1,618
144
8,759
9,641
(912
Amortizable goodwill
(4,909
(5,449
(8,601
(7,931
Interest income and fair value movement of investments
(1,347
(2,912
(625
(209
(7,820
(3,485
Undistributed earnings of subsidiaries
(3,001
(24,409
(23,523
Deferred tax liabilities, net
(15,650
(13,882
Amounts presented in consolidated statement of financial position:
(17,467
(16,443
Movement in deferred tax assets and liabilities
Movement during the year ended March 31, 2023
Credit/ (charge) in the consolidated statement of income
Credit/ (charge) in other comprehensive income
On account of Business combinations and others
Carry forward losses
2,144
397
2,624
6,103
149
6,367
2,987
(1,234
(10
1,743
(1,058
202
(3,285
(299
(3,855
(9,645
1,947
(722
(10,170
(1,067
(1,170
(466
825
Contract asset / (Contract liabilities)
(60
(298
(12
(370
(5,549
(1,688
(7,237
53
(67
(433
(9,843
(1,794
(1,616
(916
(13,053
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Movement during the year ended March 31, 2024
(1,384
(477
(111
(129
(993
(61
2,067
(554
(257
(583
559
(22
(1,116
(924
(388
Movement during the year ended March 31, 2025
On account of Business combination and others
(357
1,362
(49
(190
371
(422
(118
1,446
(1,482
(83
4,335
(2,941
(28
Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges, fair value movements in investments and remeasurements of the defined benefit plans are recognized in other comprehensive income. Deferred tax liability on the intangible assets identified and carry forward losses on acquisitions is recorded by an adjustment to goodwill. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the consolidated statement of income.
In assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced.
Deferred tax asset amounting to ₹ 10,676 and ₹ 10,816 as at March 31, 2024 and 2025, respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry-forwards of ₹ 43,785 and ₹ 44,274 as at March 31, 2024 and 2025, respectively, on which deferred tax asset has not been recognized by the Company, because it is probable that future taxable profits will not be available against which the unused tax losses can be utilized in the foreseeable future. Approximately, ₹ 40,409, and ₹ 40,292 as at March 31, 2024 and 2025, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately ₹ 3,376 and ₹ 3,982 as at March 31, 2024 and 2025, respectively, expires in various years through fiscal year 2042.
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The Company has recognized deferred tax assets of ₹ 1,254 and ₹ 898 primarily in respect of carry forward losses including certain subsidiaries as at March 31, 2024 and 2025, respectively. Management’s projections of future taxable income and tax planning strategies support the assumption that it is probable that sufficient taxable income will be available to utilize these deferred tax assets.
We have calculated our domestic tax liability under normal provisions. Accordingly, no deferred tax asset has been recognized towards MAT in the consolidated statement of financial position for the years ended March 31, 2024 and 2025. The effective MAT rate is 17.47 %. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward for a period of fifteen years and set-off against future tax liabilities computed under normal tax provisions.
A substantial portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export operations and profits from units established under the Special Economic Zone Act, 2005 scheme. Units in designated special economic zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. 50% tax deduction is available for a further five years subject to the unit meeting certain defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. New Special Economic Zone units set up on or after April 1, 2021 are not eligible for the aforesaid deduction. The tax holiday period being currently available to the Company expires in various years through fiscal 2034-35. The impact of tax holidays has resulted in a decrease of current tax expense of ₹ 16,718, ₹ 14,308 and ₹ 11,798 for the years ended March 31, 2023, 2024 and 2025, respectively, compared to the effective tax amounts that we estimate the Company would have been required to pay if these incentives had not been available. The per equity share effect of these tax incentives for the years ended March 31, 2023, 2024 and 2025 is ₹ 1.53, ₹ 1.35, and ₹ 1.13, respectively. Previous years per equity share effect have been proportionately adjusted for the bonus issue in the ratio of 1:1. Refer to Note 22.
Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in certain subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Accordingly, deferred income tax liabilities on cumulative earnings of certain subsidiaries amounting to ₹ 88,742 and ₹ 86,937 as at March 31, 2024 and 2025, respectively and branch profit tax at 15% of the U.S. branch profit have not been recognized. Further, it is not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed earnings.
For the year ended March 31, 2025, the Company applied a mandatory temporary exception to the accounting for deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules under International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12.
The Pillar Two legislations are neither enacted nor substantively enacted by Government of India, where the Parent company is incorporated. Pillar Two legislation has been enacted, or substantively enacted, in certain other jurisdictions where the Company operates. However, the Company does not expect any material financial impact for the year ended March 31, 2025. The Company is continuing to assess the impact, if any, of Pillar Two income taxes legislation on future financial performance.
22. Dividends, Bonus issue and Buyback of equity shares
The Company declares and pays dividends in Indian Rupees. According to the Companies Act, 2013 any dividend should be declared out of accumulated distributable profits. A Company may, before the declaration of any dividend, transfer a percentage of its profits for that financial year as it may consider appropriate to the reserves.
The cash dividends paid per equity share were ₹ 6 (including ₹ 5 declared on March 25, 2022), ₹ 1 and ₹ 6, during the years ended March 31, 2023, 2024 and 2025, respectively.
During the year ended March 31, 2024, the Company concluded the buyback of 269,662,921 equity shares (at a price of ₹ 445 per equity share) as approved by the Board of Directors on April 27, 2023. This has resulted in a total cash outflow of ₹ 145,173 (including tax on buyback of ₹ 24,783 and transaction costs related to buyback of ₹ 390). In line with the requirement of the Companies Act, 2013, an amount of ₹ 3,768 and ₹ 141,405 has been utilized from share premium and retained earnings respectively. Further, capital redemption reserve (included in other reserves) of ₹ 539 (representing the nominal value of the shares bought back) has been created as an apportionment from retained earnings. Consequent to such buyback, the paid-up equity share capital has reduced by ₹ 539.
During the year ended March 31, 2025, the Company concluded bonus issue in the ratio of 1:1 i.e.1 (one) bonus equity share of ₹ 2 each for every 1 (one) fully paid-up equity shares held (including ADS holders) was approved by the shareholders of the Company on November 21, 2024. Subsequently, on December 4, 2024, the Company allotted 5,232,094,402 equity shares (including ADS) to shareholders who held equity shares as on the record date of December 3, 2024. The Company also allotted 1:1 bonus equity share on 1,274,805 equity shares (including ADS) under allotment as on the record date. Consequently, ₹ 10,467 (representing par value of ₹ 2 per share) was transferred from capital redemption reserves, share premium and retained earnings to the share capital.
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23. Additional capital disclosures
The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company’s focus is to keep strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company.
The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The amount of future dividends/ buyback of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status.
The capital structure as at March 31, 2024 and 2025 was as follows:
% Change
Equity attributable to the equity shareholders of the Company
As percentage of total capital
Current loans, borrowings and bank overdrafts
Non-current loans and borrowings
Current and non-current lease liabilities
Total loans, borrowings and bank overdrafts and lease liabilities
164,649
Total capital
914,532
1,020,344
Loans and borrowings represent 15% and 16% of total capital as at March 31, 2024 and 2025, respectively. The Company is not subjected to any externally imposed capital requirements.
24. Revenue
A. Contract assets and Contract liabilities
The following table presents the changes in contract assets balance:
23,001
Amount reclassified to receivables pertaining to fixed price development contracts on completion of milestones
(18,139
(14,730
Increase due to revenue recognized during the year
14,896
10,617
96
The following table presents the changes in contract liabilities balance:
22,682
Revenue recognized from opening balance of contract liabilities
(19,815
(14,695
Increase due to invoicing during the year
14,761
17,036
69
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Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period.
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes contract liabilities and amounts that will be invoiced and recognized as revenue in future periods. Applying the practical expedient, the Company has not disclosed its right to consideration from customers in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date, which are contracts invoiced on time and material basis and volume based.
As at March 31, 2023, 2024 and 2025, the aggregate amount of the Transaction Price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, were ₹ 317,612, ₹ 318,756 and ₹ 364,937, respectively, of which approximately 66% is expected to be recognized as revenues within two years, and the remainder thereafter. This includes contracts with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause.
The tables below present disaggregated revenue from contracts with customers by business segment (refer to Note 33 “Segment Information”), sector and nature of contract. The Company believes that the below disaggregation best depicts the nature, amount, timing and uncertainty of revenue and cash flows from economic factors.
Effective April 1, 2023, the Company reorganized its segments by merging the India State Run Enterprises (“ISRE”) segment as part of its APMEA SMU within IT Services segment.
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Information on disaggregation of revenues for the year ended March 31, 2023 is as follows:
A. Revenue
Rendering of services
260,143
277,024
255,435
106,227
898,829
Sale of products
B. Revenue by sector
4,611
171,085
102,741
36,408
314,845
Health
82,992
17,896
4,100
105,201
109,398
4,087
38,010
18,270
169,765
62,240
28,542
32,289
21,066
144,137
Energy, Manufacturing and Resources (1)
902
73,097
64,499
26,383
164,881
C. Revenue by nature of contract
Fixed price and volume based
150,188
141,397
146,280
63,339
501,204
Time and materials
109,955
135,627
109,155
42,888
397,625
Products
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Information on disaggregation of revenues for the year ended March 31, 2024 is as follows:
268,131
269,387
253,817
102,141
893,476
2,462
165,002
95,475
35,762
298,701
95,496
17,699
4,954
118,311
102,439
5,351
43,035
16,387
167,212
66,326
25,220
30,961
19,651
142,158
1,408
73,652
66,647
25,387
167,094
150,253
140,676
149,007
62,011
501,947
117,878
128,711
104,810
40,130
391,529
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Information on disaggregation of revenues for the year ended March 31, 2025 is as follows:
281,806
271,965
240,187
94,234
888,192
1,240
172,817
91,965
38,231
304,253
108,305
236
13,982
3,272
125,795
103,875
6,659
43,435
15,344
169,313
64,907
24,255
31,804
14,933
135,899
3,479
67,998
59,001
22,454
152,932
144,904
137,385
142,241
56,390
480,920
136,902
134,580
97,946
37,844
407,272
(1) Effective October 1, 2024, the Company has reorganized its sectors by merging “Technology” and “Communications” into “Technology and Communications” sector, and by merging “Energy, Natural Resources and Utilities” and “Manufacturing” into “Energy, Manufacturing and Resources” sector. Comparative period disaggregation of revenue has been restated to give effect to this change.
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25. Expenses by nature
537,644
549,301
533,477
115,247
103,030
100,148
6,627
3,170
14,445
15,102
14,095
13,492
14,556
16,067
18,717
18,378
19,338
Depreciation, amortization and impairment(1)
5,911
4,878
13,288
9,559
11,270
Rates, taxes and insurance
5,905
5,993
5,804
2,951
(Gain)/loss on sale of property, plant and equipment, net(2)
Miscellaneous expenses(3)
2,806
737
(454
Total cost of revenues, selling and marketing expenses and general and administrative expenses
769,742
761,844
739,645
26. Finance expenses
Interest on loans, borrowings and bank overdrafts
6,648
6,893
7,124
Interest on lease liabilities
1,176
1,334
1,593
Interest on liability on written put options to non-controlling interests
530
Other finance expenses
2,253
4,292
5,523
10,077
12,552
14,770
27. Finance and other income and Foreign exchange gains/(losses), net
Interest income
16,889
19,478
27,210
Dividend income from equity investments designated as FVTOCI
Net gain from investments classified as FVTPL
1,344
4,558
8,765
Net loss from investments classified as FVTOCI
(51
(143
Foreign exchange gains/(losses), net on financial instruments measured at FVTPL
(4,342
650
(398
Other foreign exchange gains/(losses), net
8,814
(310
430
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28. Earnings per equity share
A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below:
Basic: Basic earnings per equity share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares.
Profit attributable to equity holders of the Company
Weighted average number of equity shares outstanding
Basic earnings per equity share
Diluted: Diluted earnings per equity share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company.
The calculation is performed in respect of share options to determine the number of equity shares that could have been acquired at fair value (determined as the average market price of the Company’s equity shares during the year). The number of equity shares calculated as above is compared with the number of equity shares that would have been issued assuming the exercise of the share options.
Effect of dilutive equivalent share options
23,049,204
34,853,518
32,197,840
Weighted average number of equity shares for diluted earnings per share
Diluted earnings per equity share
For the years ended March 31, 2024 and 2025, 128,916 and 1,294,623 options respectively, were excluded from the diluted weighted-average number of equity shares calculation because their effect would have been anti-dilutive.
Earnings per share and number of shares outstanding for the years ended March 31, 2023 and 2024, have been proportionately adjusted for the bonus issue in the ratio of 1:1 i.e. 1 (one) bonus equity share of ₹ 2 each for every 1 (one) fully paid-up equity shares held (including ADS holders). Refer to Note 22.
29. Employee stock incentive plans
The stock compensation expense recognized for employee services received during the years ended March 31, 2023, 2024 and 2025, were ₹ 3,958, ₹ 5,590, and ₹ 5,542, respectively.
Wipro Equity Reward Trust (“WERT”)
In 1984, the Company established a controlled trust called WERT. In the earlier years, WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Nomination and Remuneration Committee recommends to WERT certain officers and key employees, to whom WERT issues shares from its holdings at nominal price subject to vesting conditions. WERT held 9,895,836, 5,952,740 and 11,905,480 treasury shares as at March 31, 2023, 2024 and 2025, respectively.
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Wipro Employee Restricted Stock Unit Option Plans
A summary of the general terms of grants under restricted stock unit option plans are as follows:
Name of Plan
Number of options reserved under the plan
Range of exercise price
Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) (1) (2) (3)
U.S.$ 0.03
Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) (1) (2) (3)
₹ 2
Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) (1) (2) (3)
Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 (Wipro 2024 Scheme) (1) (2) (4)
U.S.$ 0.03/₹ 2
Employees covered under restricted stock unit (the “RSUs”) options plans are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest in tranches over a period of one to three years from the date of grant. Upon vesting, the employees can acquire one equity share for every option and can exercise within a period of twelve months from the vesting date of last tranche under the grant.
The activity in equity-settled restricted stock unit option plans is summarized below:
Range of exercise price and weighted average exercise price
Numbers of options
Outstanding at the beginning of the year
12,242,672
8,452,491
7,735,669
17,511,902
16,457,558
18,851,226
Bonus on outstanding (Refer to Note 22)
10,749,111
22,882,839
Granted
2,756,820
5,237,166
5,513,469
8,440,980
14,546,143
15,030,302
Adjustment of Performance based stock options on completionof performance measurement period
(343,451
(655,831
(331,920
(943,333
(1,807,750
(499,875
Exercised
(4,910,689
(4,151,654
(3,731,212
(5,730,830
(6,674,868
(9,897,384
Forfeited and expired
(1,292,861
(1,146,503
(1,300,370
(2,821,161
(3,669,857
(9,410,529
Outstanding at the end of the year
18,634,747
36,956,579
Exercisable at the end of the year
2,806,799
1,905,001
1,996,731
1,329,682
2,038,346
1,007,466
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The Company has granted below options under RSU and ADS option plan(1):
Restricted Stock Units (RSU)
3,344,668
3,498,476
Performance based stock options (RSUs)
1,892,498
2,014,993
ADS RSU
8,886,979
9,707,235
Performance based stock options (ADS)
5,659,164
5,323,067
During the year ended March 31, 2025, RSU and ADS grants were issued under the WSRUP 2007 plan, WARSUP 2004 plan and Wipro 2024 Scheme. Performance based stock options will vest based on the performance parameters of the Company.
The activity in cash-settled restricted stock unit option plans is summarized below:
Number of options
24,600
11,800
7,000
(12,800
(4,800
(7,000
7,600
The following table summarizes information about outstanding restricted stock unit option plans:
Weighted average remaining life (months)
The weighted average grant date fair value of options granted during the years ended March 31, 2023, 2024 and 2025 was ₹ 422.37, ₹ 387.67, and ₹ 454.58 for each option, respectively. The weighted average share price of options exercised during the years ended March 31, 2023, 2024 and 2025 was ₹ 421.06, ₹ 422.87, and ₹ 389.52 for each option, respectively.
30. Employee benefits
Salaries and bonus
516,063
524,484
507,629
Contribution to provident and other funds
17,623
19,227
20,306
Share-based compensation(1)
3,958
5,590
5,542
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The employee benefit cost is recognized in the following line items in the consolidated statement of income:
456,759
46,840
34,045
Defined benefit plan actuarial (gains)/losses recognized in other comprehensive income include:
Return on plan assets excluding interest income - loss/(gain)
(675
Actuarial loss/(gain) arising from financial assumptions
(2,106
Actuarial loss/(gain) arising from demographic assumptions
(115
Actuarial loss/(gain) arising from experience adjustments
Change in the effect of asset ceiling - loss/(gain)
(Gain)/loss on re-measurement of defined benefit plans, net
(193
(323
Deferred tax (asset)/liability thereon
(Gain)/loss on re-measurement of defined benefit plans, net of deferred taxes
(82
Defined benefit plans include gratuity for employees drawing salary in Indian Rupees, pension and certain benefit plans in foreign jurisdictions.
Amount recognized in the consolidated statement of income in respect of defined benefit plans is as follows:
Current service cost
2,682
3,205
Net interest expense on net defined benefit liability
95
Net charge to consolidated statement of income
2,727
3,038
3,300
Actual return on plan assets
184
1,828
1,646
Change in present value of defined benefit obligation is summarized below:
Defined benefit obligation at the beginning of the year
18,613
21,516
Addition through Business combination
Interest expense on obligation
1,178
1,308
Benefits paid
(1,927
(2,627
Contributions from plan participants due to transfer
Remeasurement loss/(gain)
Actuarial loss arising from financial assumptions
93
Defined benefit obligation at the end of the year
24,188
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Change in plan assets is summarized below:
Fair value of plan assets at the beginning of the year
18,005
20,022
Expected return on plan assets
1,153
1,230
Employer contributions
140
141
(313
Remeasurement gain
Return on plan assets excluding interest income
675
416
177
Fair value of plan assets at the end of the year
22,231
Defined benefit obligation
Fair value of plan assets
Present value of unfunded obligation
(1,494
(1,957
Change in the effect of asset ceiling
(442
(545
Recognized liability
(1,936
(2,502
Change in effect of asset ceiling is summarized below:
Effect of asset ceiling at the beginning of the year
490
442
Interest expense on effect of asset ceiling
Changes in the effect of limiting the surplus to the asset ceiling
Effect of asset ceiling at the end of the year
545
As at March 31, 2024 and 2025, plan assets were primarily invested in insurer managed funds.
The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance the liabilities of the gratuity plan. The fund’s investments are managed by certain insurance companies as per the selection made by the trustees among the fund plan available.
The principal assumptions used for the purpose of actuarial valuation of these defined benefit plans are as follows:
Discount rate
6.11
5.75
Expected rate of salary increase
6.29
6.40
Duration of defined benefit obligations
7.42 years
7.03 years
The discount rate is primarily based on the prevailing market yields of government securities for the estimated term of the obligations. The estimates of future salary increase considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company.
The expected return on plan assets is based on expectation of the average long-term rate of return expected on investments of the fund during the estimated term of the obligations.
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Expected future contribution and estimated future benefit payments from the fund are as follows:
For the year ended March 31, 2024
Expected contribution to the fund during the year ending March 31, 2025
2,476
Estimated benefit payments from the fund for the year ending March 31:
3,079
2026
2,578
2027
2,621
2028
2,380
2029
2,225
Thereafter
17,176
30,059
For the year ended March 31, 2025
Expected contribution to the fund during the year ending March 31, 2026
3,545
3,565
3,218
2,953
2,736
2030
2,412
17,692
32,576
The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as at March 31, 2025.
Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 1 percentage.
As of March 31, 2025, every 1 percentage point increase/(decrease) in discount rate will result in (decrease)/increase of defined benefit obligation by approximately ₹ (1,565) and ₹ 1,807 respectively (March 31, 2024: ₹ (1,436) and ₹ 1,649 respectively).
As of March 31, 2025, every 1 percentage point increase/(decrease) in expected rate of salary will result in increase/(decrease) of defined benefit obligation by approximately ₹ 1,189 and ₹ (1,129) respectively (March 31, 2024: ₹ 1,118 and ₹ (1,051) respectively).
The sensitivity analysis to significant actuarial assumptions may not be representative of the actual change in the defined benefit obligations as the change in assumptions may not occur in isolation since some of the assumptions may be correlated. Furthermore, in presenting the sensitivity analysis, the present value of the defined benefit obligations has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the consolidated statement of financial position.
The details of fund and plan assets are given below:
106,781
121,067
Present value of defined benefit obligation
(106,781
(121,067
Net shortfall
The total expense for the years ended March 31, 2023, 2024 and 2025 is ₹ 5,941, ₹ 6,265 and ₹ 6,517, respectively.
The plan assets have been invested as per the regulations of Employees' Provident Fund Organization (EPFO).
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The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows:
Discount rate for the term of the obligation
7.20
6.55
Average remaining tenure of investment portfolio
6.61 years
6.71 years
Guaranteed rate of return
8.25
The total expense for the years ended March 31, 2023, 2024 and 2025 was ₹ 9,000, ₹ 9,969 and ₹ 10,584, respectively.
31. Related party relationship and transactions
The list of subsidiaries, associate and joint venture as at March 31, 2025 are provided in the table below:
Subsidiaries
Country of Incorporation
Attune Consulting India Private Limited
Capco Technologies Private Limited
Wipro Technology Product Services Private Limited
Wipro Chengdu Limited
China
Wipro Holdings (UK) Limited
U.K.
Wipro HR Services India Private Limited
Wipro IT Services Bangladesh Limited
Bangladesh
Wipro IT Services UK Societas
Designit A/S
Denmark
Designit Denmark A/S
Designit Germany GmbH
Germany
Designit Oslo A/S
Norway
Designit Spain Digital, S.L.U
Spain
Designit T.L.V Ltd.
Israel
Wipro Bahrain Limited Co. W.L.L
Bahrain
Wipro Czech Republic IT Services s.r.o.
Czech Republic
Wipro CRM Services (formerly known as Wipro 4C NV)
Belgium
Wipro 4C Consulting France SAS
France
Wipro CRM Services B.V. (formerly known as Wipro 4C Nederland B.V)
Netherlands
Wipro CRM Services ApS
Wipro CRM Services UK Limited
Grove Holdings 2 S.á.r.l
Luxembourg
Capco Solution Services GmbH
The Capital Markets Company Italy Srl
Italy
Capco Brasil Serviços E Consultoria Ltda
Brazil
The Capital Markets Company BV (1)
Capco Consulting Middle East FZE (4)
UAE
PT. WT Indonesia
Indonesia
Rainbow Software LLC
Iraq
Wipro Arabia Limited (2)
Saudi Arabia
Women's Business Park Technologies Limited (2)
Wipro Doha LLC
Qatar
Wipro Financial Outsourcing Services Limited
Wipro UK Limited
Wipro Gulf LLC
Sultanate of Oman
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Wipro Holdings Hungary Korlátolt Felelősségű Társaság
Hungary
Wipro Information Technology Netherlands BV.
Wipro do Brasil Technologia Ltda (1)
Wipro Information Technology Kazakhstan LLP
Kazakhstan
Wipro Outsourcing Services (Ireland) Limited
Ireland
Wipro Portugal S.A. (1)
Portugal
Wipro Solutions Canada Limited
Canada
Wipro Technologies Limited
Russia
Wipro Technologies Peru SAC
Peru
Wipro Technologies W.T. Sociedad Anonima
Costa Rica
Wipro Technology Chile SPA
Chile
Applied Value Technologies B.V. (5)
Wipro IT Service Ukraine, LLC
Ukraine
Wipro IT Services Poland SP Z.O.O
Poland
Wipro IT Services S.R.L.
Romania
Wipro Regional Headquarter
Wipro Technologies Australia Pty Ltd
Australia
Wipro Ampion Holdings Pty Ltd (1)
Wipro Technologies SA
Argentina
Wipro Technologies SA DE CV
Mexico
Wipro Technologies South Africa (Proprietary) Limited
South Africa
Wipro Technologies Nigeria Limited
Nigeria
Wipro Technologies SRL
Wipro (Thailand) Co. Limited
Thailand
Wipro Japan KK
Japan
Wipro Networks Pte Limited
Singapore
Wipro (Dalian) Limited
Wipro Technologies SDN BHD
Malaysia
Applied Value Technologies Pte Limited (6)
Wipro Overseas IT Services Private Limited
Wipro Philippines, Inc.
Philippines
Wipro Shanghai Limited
Wipro Trademarks Holding Limited
Wipro Travel Services Limited
Wipro VLSI Design Services India Private Limited
Wipro, LLC
USA
Wipro Gallagher Solutions, LLC
Wipro Insurance Solutions, LLC
Wipro IT Services, LLC
Aggne Global Inc. (3)
Cardinal US Holdings, Inc.(1)
Edgile, LLC
HealthPlan Services, Inc. (1)
Infocrossing, LLC
International TechneGroup Incorporated (1)
Wipro NextGen Enterprise Inc. (1)
Rizing Intermediate Holdings, Inc. (1)
Wipro Appirio, Inc. (1)
Wipro Designit Services, Inc. (1)
Wipro Telecom Consulting LLC
Wipro VLSI Design Services, LLC
Applied Value Technologies, Inc. (7)
Aggne Global IT Services Private Limited (3)
Wipro, Inc. (8)
Wipro Life Science Solutions, LLC (9)
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The Company controls ‘Wipro SA Broad Based Ownership Scheme Trust’ and ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD’ incorporated in South Africa and ‘Wipro Foundation’ in India. All the above direct subsidiaries are 100% held by the Company except as mentioned in footnote (2) and (3) below.
Cardinal US Holdings, Inc.
Capco Consulting Services LLC
Capco RISC Consulting LLC
The Capital Markets Company LLC
HealthPlan Services, Inc.
HealthPlan Services Insurance Agency, LLC
International TechneGroup Incorporated
International TechneGroup Ltd.
ITI Proficiency Ltd
MechWorks S.R.L.
Wipro NextGen Enterprise Inc.
LeanSwift AB
Sweden
Rizing Intermediate Holdings, Inc.
Rizing Lanka (Private) Ltd
Sri Lanka
Attune Netherlands B.V. (11)
Rizing Solutions Canada Inc.
Rizing LLC
Aasonn Philippines Inc.
Rizing B.V.
Rizing Consulting Ireland Limited
Rizing Consulting Pty Ltd.
Rizing Geospatial LLC
Rizing GmbH
Rizing Limited
Rizing Consulting USA, Inc. (10)
Rizing Pte Ltd. (11)
The Capital Markets Company BV
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CapAfric Consulting (Pty) Ltd
Capco Belgium BV
Capco Consultancy (Malaysia) Sdn. Bhd
Capco Consultancy (Thailand) Ltd
Capco Consulting Singapore Pte. Ltd
Capco Greece Single Member P.C
Greece
Capco Poland sp. z.o.o
The Capital Markets Company (UK) Ltd
The Capital Markets Company GmbH
Capco Austria GmbH
Austria
The Capital Markets Company Limited
Hong Kong
The Capital Markets Company S.á.r.l
Switzerland
Andrion AG
The Capital Markets Company S.A.S
The Capital Markets Company s.r.o
Slovakia
Wipro Ampion Holdings Pty Ltd
Wipro Revolution IT Pty Ltd
Wipro Shelde Australia Pty Ltd
Wipro Appirio, Inc.
Wipro Appirio (Ireland) Limited
Wipro Appirio UK Limited
Topcoder, LLC.
Wipro Designit Services, Inc.
Wipro Designit Services Limited
Wipro do Brasil Technologia Ltda
Wipro do Brasil Servicos Ltda
Wipro Do Brasil Sistemas De Informatica Ltda
Wipro Portugal S.A.
Wipro Technologies GmbH
Wipro Business Solutions GmbH (11)
Wipro IT Services Austria GmbH
Attune Netherlands B.V.
Rizing Germany GmbH
Attune Italia S.R.L
Attune UK Ltd.
Rizing Pte Ltd.
Rizing New Zealand Ltd.
New Zealand
Rizing Philippines Inc.
Rizing SDN BHD
Rizing Solutions Pty Ltd
Wipro Business Solutions GmbH
Wipro Technology Solutions S.R.L
As at March 31, 2025, the Company held 43.7% interest in Drivestream Inc. and 27% interest in SDVerse LLC, accounted for using the equity method.
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The list of controlled trusts are:
Name of the entity
Country of incorporation
Wipro Equity Reward Trust
Wipro Foundation
The other related parties are:
Name of the related parties:
Nature
Azim Premji Foundation
Entity controlled by Promoters
Azim Premji Foundation for Development
Hasham Investment and Trading Co. Pvt. Ltd
Azim Premji Philanthropic Initiatives Pvt. Ltd
Azim Premji Trustee Company Pvt Ltd
Azim Premji Safe Deposit Pvt Ltd
Hasham Premji Pvt Ltd
PI Opportunities Fund I
PI Opportunities Fund II
Apex Trust
Napean Trading and Investment Company (Singapore) Pte Ltd
Pioneer Private Trust
Pioneer Investment Fund
Azim Premji Trust Services Pvt Ltd
Pl International Holdings LLC
Azim Premji Custodial & Management Service Private Limited
Azim Premji Education Trust
Prazim Trading & Investment Company Private Limited
Nina Investment & Estates Pvt. Ltd.
Varsha Investment & Estates Pvt. Ltd.
Bharti Investment & Estates Pvt. Ltd.
Napean Opportunities LLP
Best Value Chem Private Limited
PI Investment Advisory LLP
WEPL Family Trust
Hygienic Research Institute Private Limited
Wipro Enterprises (P) Limited and its subsidiaries
Wipro Cares
Azim Premji University
PI Opportunities Fund I Scheme II
PI Opportunities AIF V LLP
Vidyaniti LLP
Pioneer Investment Fund Scheme II
Central Camera Co. Pvt. Ltd.
Gem Photographic (India) Pvt. Ltd.
Wipro GE Healthcare Private Limited
Joint Venture between Wipro Enterprises (P) Limited and General Electric
S.B. Packagings Private Limited
Entity with significant influence of Promoters
Financial Software and Systems Private Limited
Fab India Limited
Amagi Media Labs Private Limited
ID Fresh Food India Private Limited
Finnovation Tech Solutions Private Limited
Shubham Housing Development Finance Company Limited
Microplastics Private Limited
Comfort Grid Technologies Private Limited
TI Medical Private Limited
Indiejewel Fashions Private Limited
The Woodenstreet Furnitures Private Limited
Krazybee Services Private Limited
Post-employment benefit plans
Wipro Information Technology Limited Provident Fund Trust
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Wipro Systems Provident Fund Trust
Wipro Limited Management Employees Pension Fund
Wipro Limited BPO Division Employees Superannuation Trust
Wipro Infotech Limited Management Employees Pension Fund
Wipro Limited Employees Superannuation Fund (formerly known as Wipro Systems Limited Management Employees Pension Fund)
Wipro Limited Employees Gratuity Fund (formerly known as Wipro Infotech Limited Employees Gratuity Fund)
Wipro Limited BPO Division Employees Gratuity Trust
Key management personnel
Non-Executive, Non-Independent Director (designated as "Founder Chairman") (1)
Chairman of the Board (designated as "Executive Chairman")
Chief Executive Officer and Managing Director (2)
Chief Financial Officer
Close members of Key management personnel:
- Yasmeen A. Premji
- Tariq A. Premji
- Aditi Mehta Premji
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The Company has the following related party transactions:
Entities controlled by/with significant influence of Promoters
Key Management Personnel
Associate
Other related parties
Transactions for the year ended March 31, 2023
Sale of goods and services
451
Items of property, plant and equipments purchased
Dividend (1)
22,555
1,458
Rental income
Rent paid
Contribution to post employment benefit plans
5,941
Key management personnel (2)
Remuneration and short-term benefits (4)
811
Other benefits (5)
301
Balance as at March 31, 2023
Receivables
313
Payables
Transactions for the year ended March 31, 2024
Purchase of services
3,577
Buyback of shares (1)
81,093
5,028
6,265
Key management personnel (2)(3)
1,321
585
Balance as at March 31, 2024
478
Transactions for the year ended March 31, 2025
305
423
Ticketing and hospitality
448
42,923
2,780
6,517
Key management personnel (2)(6)
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283
Balance as at March 31, 2025
255
During the year ended March 31, 2025, the Company allotted 231,642,592 equity shares to Key management personnel and 3,576,894,608 equity shares to Entities controlled by Promoters on account of bonus issue.
All related party transactions were entered at an arm’s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Management Personnel, which may have a potential conflict with the interests of the Company at large.
32. Commitments and contingencies
Capital commitments: As at March 31, 2024 and 2025, the Company had committed to spend approximately ₹ 10,322 and ₹ 8,719 respectively, under agreements to purchase/construct property and equipment. These amounts are net of capital advances paid in respect of these purchases. Refer to Note 8 for uncalled capital commitments on investment in equity instruments.
Guarantees: As at March 31, 2024 and 2025, guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ₹ 13,455 and ₹ 13,110 respectively, as part of the bank line of credit.
Contingencies and lawsuits: The Company is subject to legal proceedings and claims resulting from tax assessment orders/ penalty notices issued under the Income-tax Act, 1961, which have arisen in the ordinary course of its business. Some of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company.
The Company’s assessments in India are completed for the years up to March 31, 2019 and for the year ended March 31, 2021. The Company has received demands on multiple tax issues. These claims are primarily arising out of denial of deduction under section 10A of the Income-tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park in Bengaluru, the appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2008 which either has been or may be contested by the Income tax authorities before the Hon’ble Supreme Court of India. Other claims relate to disallowance of tax benefits on profits earned from Software Technology Park and Special Economic Zone units, capitalization of research and development expenses, transfer pricing adjustments on intercompany / inter unit transactions and other issues.
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Income tax claims against the Company amounting to ₹ 95,520 and ₹ 99,431 are not acknowledged as debt as at March 31, 2024 and 2025, respectively. These matters are pending before various Appellate authorities and the management expects its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company’s financial position and results of operations.
The contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters amounting to ₹ 18,799 and ₹ 19,292 as of March 31, 2024 and 2025, respectively. However, the resolution of these disputed demands is not likely to have a material and adverse effect on the results of operations or the financial position of the Company.
33. Segment information
Effective April 1, 2023, the Company has reorganized its segments by merging ISRE segment as part of its APMEA SMU within IT Services segment.
The Company is now organized into the following operating segments: IT Services and IT Products.
IT Services: The IT Services segment primarily consists of IT services offerings to customers organized by four Strategic Market Units (“SMUs”) - Americas 1, Americas 2, Europe and Asia Pacific, Middle East and Africa (“APMEA”).
Americas 1 and Americas 2 are primarily organized by industry sector, while Europe and APMEA are organized by countries.
Americas 1 includes the entire business of Latin America (“LATAM”) and the following industry sectors in the United States of America: communications, media and information services, software and gaming, new age technology, consumer goods, healthcare, medical devices and life sciences, and technology products and services. Americas 2 includes the entire business in Canada and the following industry sectors in the United States of America: banking and financial services, energy, manufacturing and resources, capital markets and insurance, and hi-tech. Europe consists of the United Kingdom and Ireland, Switzerland, Germany, Northern Europe, and Southern Europe. APMEA consists of Australia and New Zealand, Southeast Asia, Japan, India, the Middle East, and Africa.
Revenue from each customer is attributed to the respective SMUs based on the location of the customer’s primary buying center of such services. With respect to certain strategic global customers, revenue may be generated from multiple countries based on such customer’s buying centers, but the total revenue related to these strategic global customers are attributed to a single SMU based on the geographical location of key decision makers.
Our IT Services segment provides a range of IT and IT enabled services which include digital strategy advisory, customer centric design, technology consulting, IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, cloud and infrastructure services, business process services, cloud, mobility and analytics services, research and development and hardware and software design.
IT Products: The Company is a value-added reseller of security, packaged and SaaS software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. Revenue relating to these items is reported as revenue from the sale of IT Products.
The Chief Executive Officer (“CEO”) and Managing Director of the Company has been identified as the Chief Operating Decision Maker as defined by IFRS 8, “Operating Segments”. The CEO of the Company evaluates the segments based on their revenue growth and operating income.
Assets and liabilities used in the Company’s business are not identified to any of the operating segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.
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Information on reportable segments for the year ended March 31, 2023 is as follows:
261,270
278,374
256,845
106,812
Segment result
51,555
59,690
37,667
10,681
159,593
(176
(1,442
157,975
(18,369
Segment result total
141,224
Finance expense
Share of net profit/(loss) of associate accounted for using the equity method
Information on reportable segments for the year ended March 31, 2024 is as follows:
164,500
156,403
Share of net profit/(loss) of associate and joint venture accounted for using the equity method
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Information on reportable segments for the year ended March 31, 2025 is as follows:
161,796
161,428
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Revenues from India, being the Company’s country of domicile, were ₹ 25,115, ₹ 23,484 and ₹ 20,699 for years ended March 31, 2023, 2024 and 2025, respectively.
Revenues from the United States of America and United Kingdom contributed more than 10% of Company’s total revenues as per table below:
619,713
621,353
625,184
No customer individually accounted for more than 10% of the revenues during the years ended March 31, 2023, 2024 and 2025.
Management believes that it is currently not practicable to provide disclosure of geographical location wise assets, since the meaningful segregation of the available information is onerous.
Notes:
Accordingly, “Unallocated” within IT Services segment results is after recognition of the below:
Amortization and impairment expenses on intangible assets (Refer to Note 6)
9,954
Change in fair value of contingent consideration (Refer to Note 19)
Segment results of IT Services segment for the year ended March 31, 2024 are after considering additional amortization due to change in estimate of useful life of the customer-related intangibles in an earlier Business combination. (Refer to Note 6)
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Item 19. Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Filing Date
Filed Herewith
1.1
Certificate of Incorporation of Wipro Limited, as amended
F-1
333-46278
3.3
9/21/2000
1.2
Memorandum of Association of Wipro Limited, as amended
6-K
001-16139
99.2
2/28/2019
1.3
Articles of Association of Wipro Limited, as amended
99.3
7/18/2019
2.1
Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt)
F-6
333-218348
(a)(4)
5/30/2017
2.2
Wipro’s specimen certificate for equity shares
4.2
2.3
Description of Securities
20-F
6/9/2021
4.1
1999 Employee Stock Option Plan (1999 Plan)
10.1
2000 Employee Stock Option Plan (2000 Plan)
10.2
4.3
10.3
4.4
2000 ADS Option Plan (2000 ADS Plan)
10.4
5/17/2004
4.5
Amended and Restated Wipro Employee ADS Restricted Stock Unit Plan 2004 (WARSUP 2004 Plan)
5/26/2016
4.6
Amended and Restated Wipro Employee Restricted Stock Unit Plan 2005 (WRSUP 2005 Plan)
4.10
4.7
Amended and Restated Wipro Employee Restricted Stock Unit Plan 2007 (WRSUP 2007 Plan)
4.11
4.8
Amendment No. 1 to 1999 Plan, 2000 Plan, 2000 ADS Plan, WRSUP 2004 Plan, WARSUP 2004 Plan and WRSUP 2005 Plan
99.5
5/30/2008
4.9
Amendment No. 2 to 1999 plan, 2000 Plan, WRSUP 2004 Plan and WRSUP 2005 Plan
99.6
Amendment No. 3 to 2000 Plan
99.7
Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024
S-8
333-287225
5/13/2025
4.12
Form of Indemnification Agreement, as amended
10.5
4.13
Form of Agreement for Appointment/Re-appointment of Executive Directors
6/13/2005
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4.14
Sample Letter of appointment to Non Executive Directors
8.1
List of Subsidiaries (incorporated by reference to Item 18 of this Annual Report on Form 20-F).
X
11.1
Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and Their Immediate Relatives
5/22/2024
12.1
Certification of Principal Executive Officer under Section 302 of the Sarbanes Oxley Act of 2002
12.2
Certification of Principal Financial Officer under Section 302 of the Sarbanes Oxley Act of 2002
13.1
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
15.1
Consent of Independent Registered Public Accounting Firm
15.2
Wipro’s Ombuds process
99.4
6/9/2003
Issuers of Guaranteed Securities
6/9/2022
97.1
Compensation Recovery Policy
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
For Wipro Limited
/s/ Srinivas Pallia
/s/ Aparna C. Iyer
Date: May 22, 2025
Srinivas Pallia, Chief Executive Officer and Managing Director
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