Wipro Letter of Offer For Buyback

LETTER OF OFFER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Letter of Offer is being sent to you as a registered Equity Shareholder of Wipro Limited as on the Record Date (as defined
below) in accordance with the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as
amended. If you require any clarifications about the action to be taken, you should consult your Stock Broker (as defined below)
or your investment consultant or the Manager to the Buyback i.e. JM Financial Limited or the Registrar to the Buyback, i.e.
Karvy Fintech Private Limited.
Please refer to the “Definitions” section of this Letter of Offer for the definitions of capitalized terms used herein.
WIPRO LIMITED
Registered Office and Correspondence Address: Doddakannelli, Sarjapur Road, Bengaluru - 560 035, India.
Tel. No.: +91 80 2844 0011; Fax: +91 80 2844 0054
E-mail: [email protected]; Website: www.wipro.com
Corporate Identification Number (CIN): L32102KA1945PLC020800
Contact Person: Mr. M Sanaulla Khan, Company Secretary;
Tel. No.: +91 80 2844 0011 (ext: 226185); Fax: +91 80 2844 0054;
E-mail: [email protected]
OFFER FOR BUYBACK OF UP TO 32,30,76,923 (THIRTY TWO CRORES THIRTY LAKHS SEVENTY SIX THOUSAND
NINE HUNDRED AND TWENTY THREE ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE RS. 2/- (RUPEES
TWO ONLY) EACH OF THE COMPANY (AS DEFINED BELOW), REPRESENTING UP TO 5.35% OF THE TOTAL PAID-UP
EQUITY SHARE CAPITAL OF THE COMPANY, FROM ALL THE ELIGIBLE SHAREHOLDERS (AS DEFINED BELOW) OF
THE COMPANY AS ON THE RECORD DATE I.E. JUNE 21, 2019, ON A PROPORTIONATE BASIS, THROUGH THE
TENDER OFFER (AS DEFINED BELOW) ROUTE, AT A PRICE OF RS. 325/- (RUPEES THREE HUNDRED AND TWENTY
FIVE ONLY) PER EQUITY SHARE FOR AN AGGREGATE AMOUNT OF UP TO RS. 105,00,00,00,000/- (RUPEES TEN
THOUSAND FIVE HUNDRED CRORES ONLY).
1. The Buyback (as defined below) is in accordance with Article 8.2 of the Articles (as defined below), Sections 68, 69
and 70 and all other applicable provisions, if any, of the Companies Act (as defined below), the SCD Rules (as
defined below), to the extent applicable, and in compliance with the Buyback Regulations (as defined below) and
subject to such other approvals, permissions and sanctions as may be necessary, and such other conditions and
modifications, if any, as may be prescribed or imposed by the appropriate authorities while granting such
approvals, permissions and sanctions, which may be agreed by the Board (as defined below).
2. The Buyback is within the statutory limits of 25% of the total paid-up equity share capital and free reserves as per
the audited financial statements of the Company as at March 31, 2019 (the last audited financial statements
available as on the date of the Board Meeting (as defined below) recommending the proposal of the Buyback). The
Buyback Size (as defined below) is 23.03% and 20.39% of the aggregate of the total paid-up equity share capital
and free reserves of the Company on standalone and consolidated basis, respectively, and represents up to 5.35%
of the total issued and paid-up equity share capital of the Company.
3. A copy of the Public Announcement (as defined below) and this Letter of Offer (including the Tender Form) shall
also be available on the website of Securities and Exchange Board of India at: http://www.sebi.gov.in
4. The Letter of Offer will be sent to the Equity Shareholder(s) (as defined below)/beneficial owner(s) of Equity Shares
as on the Record Date i.e. June 21, 2019 (“Eligible Shareholders”).
5. The procedure for tendering and settlement is set out in paragraph 20 on page 43 of this Letter of Offer. The Form
of Acceptance-cum-Acknowledgement (the Tender Form) is enclosed together with this Letter of Offer.
6. For mode of payment of consideration to the Eligible Shareholders, please refer to paragraph 20.25 on page 48 of
this Letter of Offer.
7. Eligible Shareholders are advised to refer to Details of the Statutory Approvals (paragraph 17 of page 36) and Note
on Taxation (paragraph 21 of page 49) before tendering their Equity Shares in the Buyback.
BUYBACK PROGRAMME
BUYBACK OPENS ON: WEDNESDAY, AUGUST 14, 2019
BUYBACK CLOSES ON: WEDNESDAY, AUGUST 28, 2019
MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK
JM Financial Limited Karvy Fintech Private Limited

7th Floor, Cnergy, Karvy Selenium, Tower- B, Plot No 31 & 32, Financial district,
Appasaheb Marathe Marg, Prabhadevi, Nanakramguda, Gachibowli, Hyderabad, Telangana State, 500032,
Mumbai – 400025, Maharashtra, India India.
Tel.: +91 22 6630 3030 Tel: +91 40 67162222
Fax: +91 22 6630 3330 Fax: +91 40 23431551
Email: [email protected] Email: [email protected]
Website: www.jmfl.com Website: https://karisma.karvy.com
Contact Person: Ms. Prachee Dhuri Contact Person: Mr. M. Murali Krishna
SEBI Regn. No.: INM000010361 SEBI Regn. No.: INR000000221
Validity Period: Permanent Validity Period: Permanent
Corporate Identification Number: L67120MH1986PLC038784 Corporate Identification Number: U72400TG2017PTC117649
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TABLE OF CONTENTS
1. SCHEDULE OF ACTIVITIES.......................................................................................................... 5
2. DEFINITION OF KEY TERMS ........................................................................................................ 6
3. DISCLAIMER CLAUSE .................................................................................................................. 9
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

......................................................................................................................................................10
5. DETAILS OF THE PUBLIC ANNOUNCEMENT ..........................................................................14
6. DETAILS OF THE BUYBACK......................................................................................................15
7. AUTHORITY FOR THE BUYBACK .............................................................................................17
8. NECESSITY OF THE BUYBACK.................................................................................................18
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK

ON THE COMPANY .....................................................................................................................18
10. BASIS OF CALCULATING THE BUYBACK PRICE ...................................................................23
11. SOURCES OF FUNDS FOR THE BUYBACK .............................................................................24
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN ...........24
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ......................................................25
14. BRIEF INFORMATION OF THE COMPANY ...............................................................................28
15. FINANCIAL INFORMATION ABOUT THE COMPANY ...............................................................33
16. STOCK MARKET DATA ..............................................................................................................34
17. DETAILS OF THE STATUTORY APPROVALS ..........................................................................36
18. DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES .............37
19. PROCESS AND METHODOLOGY FOR THE BUYBACK ..........................................................37
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT .......................................................43
21. NOTE ON TAXATION ..................................................................................................................49
22. DECLARATION BY THE BOARD OF DIRECTORS ...................................................................58
23. AUDITORS CERTIFICATE ...........................................................................................................59
24. DOCUMENTS FOR INSPECTION ...............................................................................................62
25. DETAILS OF THE COMPLIANCE OFFICER ..............................................................................62
26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS/ BENEFICIAL

OWNERS ......................................................................................................................................63
27. DETAILS OF INVESTOR SERVICE CENTRE .............................................................................63
28. DETAILS OF THE MANAGER TO THE BUYBACK ....................................................................64
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION

IN THIS LETTER OF OFFER. ......................................................................................................64
30. OFFER FORM...............................................................................................................................64

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Summary of the Buyback Process for Eligible Shareholders
 An Eligible Shareholder (equity shareholder as on the Record Date i.e. June

21, 2019) will receive a Tender Form, which will include the number of
Equity Shares that he/she/it is entitled to tender in the Buyback.
 If the Eligible Shareholder does not receive the Tender Form for any
Receipt of
reason, he/she/it can download the same from the link
Tender form
https://www.wipro.com/buy-back/.
 The Eligible Shareholder may also approach and request Karvy Fintech
Private Limited, the Registrar to the Buyback for a duplicate Tender Form.
The contact details of the Registrar are on page 63, of this Letter of Offer.
Tendering  Eligible Shareholders can tender their Equity Shares in the Buyback only
Period during the Tendering Period, which is from Wednesday, August 14, 2019 to
Wednesday, August 28, 2019.
 Eligible Shareholders can only participate in the Buyback by placing a
bid through a Stock Broker registered either with the BSE or the NSE.
 In accordance with the proviso to Regulation 40(1) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with notice no. 20190424-35
dated April 24, 2019 issued by the BSE and circular no. 51/2019 issued
by the NSE dated May 9, 2019, 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 depository. In the
circumstances, the Company will not be able to accept Equity Shares
which are tendered in the physical form. Accordingly, such
shareholders are advised to approach their Depository Participant and
have their physical Equity Shares dematerialized, so as to be able to
tender their Equity Shares and participate in the Buyback.
 Eligible Shareholders are required to instruct their respective Stock Broker
of the details of the Equity Shares intended to be tendered under the
Tendering Buyback.
Equity Shares
 Please note instructions can be provided through delivery instruction
in the Buyback
slip/phone/online depending on the facility provided by your Stock Broker.
We urge you to contact your Stock Broker in advance to understand
the requirements of placing a bid.
 Prior to placing a bid, and using the early pay in mechanism as prescribed
by relevant SEBI Circulars (as defined below), the Stock Broker will transfer
the Equity Shares tendered by the Eligible Shareholder to the Clearing
Corporation (as defined below)
– If the Stock Broker is not the Depository Participant (as defined below)
of an Eligible Shareholder, such Eligible Shareholder should instruct
his/her/its Depository Participant to transfer the Equity Shares intended
to be tendered by such Eligible Shareholder to the Clearing
Corporation, by using the early pay in mechanism.
 The settlement number of the special account opened with the Clearing
Corporation under which the Equity Shares are to be transferred for the
Buyback will be provided in a separate circular to be issued by the Clearing
Corporation.
 Upon placing the bid, the Stock Broker will provide the TRS (as defined
below) generated by the stock exchange bidding system to the Eligible
Shareholder.
Confirmation
 On receipt of TRS, the Eligible Shareholder has successfully tendered
by Stock
Equity Shares in the Buyback.
Broker
– Please note that an Eligible Shareholder participating through online
website platform of the Stock Broker may receive an acknowledgement
in place of a TRS.
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Submission of  Eligible Shareholders tendering Equity Shares under the Buyback are
Tender Form not required to submit the Tender Form and the TRS to the Registrar.
 The Acceptance (as defined below) of Equity Shares tendered by an
Eligible Shareholder in the Buyback is subject to the provisions of the
Buyback Regulations and terms and conditions contained in this Letter of
Offer.
 Eligible Shareholders must ensure that their demat account(s) is active and
unblocked for receipt of unaccepted shares and that their bank account is
linked with their demat account for credit of remittance on Acceptance of
Equity Shares under the Buyback.
 Post completion of the Buyback, the Company will inform the Eligible
Receipt of
Shareholders of payment of Buyback consideration and return of
Buyback
unaccepted shares through a public announcement.
consideration
& return of  As per the provisions of the Buyback Regulations, the Company will pay
unaccepted gross amount i.e. number of Equity Shares Accepted multiplied by the
shares Buyback Price (Rs. 325/- per Equity Share) for the Accepted Equity Shares
to the Clearing Corporation of the Stock Exchanges (as defined below).
 Eligible Shareholder(s) whose Equity Shares have been Accepted under the
Buyback will directly receive the consideration from the Clearing
Corporation/Stock Broker.
 Eligible Shareholder(s) should consult their respective Stock Broker for any
cost, applicable taxes, charges and expenses (including brokerage) etc.,
that may be levied by the Stock Broker for tendering Equity Shares in the
Buyback. Such additional costs are to be borne by the Eligible
Shareholder.
Please refer to section 2 for defined terms and section 20 of this Letter of Offer for
detailed procedure to be followed by Eligible Shareholders for tendering in the
Buyback Offer
The above is not an exhaustive description of the buyback process or of the terms and conditions
thereof and is only intended to assist the Eligible Shareholders by serving as a high level summary.
The above is not intended to be and cannot be a substitute for the detailed terms and conditions
contained in this Letter of Offer. All shareholders and holders of ADRs of the Company are requested
to read the entire Letter of Offer and Notice to Holders of Wipro Limited American Depository Shares
for an understanding of the Buyback process (including the taxation provisions as also provisions
relating to non-resident shareholders) and terms and conditions of the Buyback. Please consult your
respective legal/tax/other advisors prior to participation in the Buyback. If you require any clarifications
about actions to be taken, you should consult your Stock Broker or your investment consultant or the
Manager to the Buyback i.e. JM Financial Limited or the Registrar to the Buyback i.e. Karvy Fintech
Private Limited.
NO OFFER TO SUBSCRIBE/PURCHASE/SELL, OR AN INVITATION TO

SUBSCRIBE/PURCHASE/SELL, ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION
OR AS A SOLICITATION OR AN INVITATION TO SUBSCRIBE/PURCHASE/SELL ANY
SECURITIES INCLUDING THE EQUITY SHARES OF THE COMPANY
 Special notice to security holders of the Company in the United States of America: the Buyback is
being made for securities of an Indian company and is subject to the laws of India. It is important
for securities holders of the Company in the U.S. to be aware that this Letter of Offer is subject to
the Tender Offer laws and regulations of India, which are different from those in the U.S., and has
been prepared in accordance with Indian laws, the format and style of which differs from
customary U.S. format and style. Certain of the U.S. federal securities laws apply to the Buyback,
as there are U.S. holders of Equity Shares and ADSs (as defined below). The Buyback is being
treated in the U.S. as one to which the “Tier I” exemption mentioned in Rule 13(e)-4(h)(8) under
the Securities Exchange Act of 1934, as amended, is applicable.
4
 This Letter of Offer together with the Public Announcement that was published on June 5, 2019 in
connection with this Buyback, has been prepared for the purposes of compliance with applicable
Indian laws and regulations. Accordingly, the information disclosed may not be the same as that
which would have been disclosed if this document had been prepared in accordance with the
laws and regulations of any jurisdiction outside of India. The Company and the Manager to the
Buyback are under no obligation to update the information contained herein at any time after the
date of this Letter of Offer. This Letter of Offer does not in any way constitute an offer in any form,
or an invitation in any form to subscribe/purchase/sell, any securities of the Company in any
jurisdiction, or as a solicitation or an invitation in any form to subscribe/purchase/sell any
securities including the Equity Shares of the Company.
 No action has been or will be taken to permit the Buyback in any jurisdiction where action would
be required for that purpose. This Letter of Offer has been dispatched to all Equity Shareholders
whose names appeared on the register of members of the Company, as of the Record Date.
However, receipt of the Letter of Offer by any Eligible Shareholder in a jurisdiction in which it
would be illegal to make this Offer, or where making this Offer would require any action to be
taken (including, but not restricted to, registration of this Letter of Offer under any local securities
laws), shall not be treated by such Eligible Shareholder as an offer being made to them and shall
be construed by them as being sent for information purposes only.
 Persons in possession of this Letter of Offer are required to inform themselves of any relevant
restrictions in their respective jurisdictions. Any Eligible Shareholder who tenders his, her or its
Equity Shares in the Buyback/Offer shall be deemed to have declared, represented, warranted
and agreed that he, she or it is authorized under the provisions of any applicable local laws, rules,
regulations and statutes to participate in the Buyback.
1. SCHEDULE OF ACTIVITIES
Activity Date Day

Date of the Board Meeting to approve the proposal for
April 16, 2019 Tuesday
Buyback of Equity Shares
Date of declaration of results of the postal ballot for special
resolution by the Equity Shareholders, approving the June 3, 2019 Monday
Buyback
Date of publication of Public Announcement for the Buyback June 5, 2019 Wednesday
Record Date for determining the Buyback Entitlement and the
June 21, 2019 Friday
names of Eligible Shareholders
Buyback Opening Date August 14, 2019 Wednesday
Buyback Closing Date August 28, 2019 Wednesday
Last date of verification by the Registrar to the Buyback September 6, 2019 Friday
Last date for providing Acceptance/non-Acceptance to the
September 6, 2019 Friday
Stock Exchanges by the Registrar to the Buyback
Last date for settlement of bids on the Stock Exchanges September 9, 2019 Monday
Last date for return of unaccepted demat Equity Shares by
September 9, 2019 Monday
Stock Exchanges to Eligible Shareholder/Stock Broker
Last date for payment of consideration to Eligible
September 9, 2019 Monday
Shareholders who participated in the Buyback
Last date for extinguishment of Equity Shares September 16, 2019 Monday
Note: Where last dates are mentioned for certain activities, such activities may happen on or before the respective last dates.
5
2. DEFINITION OF KEY TERMS
This Letter of Offer uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies or specifies otherwise, shall have the meaning as provided below. References to
any legislation, act, regulations, rules, guidelines or policies shall be to such legislation, act,
regulations, rules, guidelines or policies as amended, supplemented, or re-enacted from time to time
and any reference to a statutory provision shall include any subordinate legislation made from time to
time under that provision.
Acceptance/Accept/ Acceptance of fully paid-up Equity Shares tendered by Eligible

Accepted Shareholders in the Buyback.
Additional Equity Shares tendered by an Eligible Shareholder over and
Additional Equity above the Buyback Entitlement of such Eligible Shareholder not exceeding
Shares the Equity Shares held by such Eligible Shareholder as on the Record
Date.
ADRs American Depositary Receipts.
ADSs American Depositary Shares.
Articles Articles of Association of the Company.
Board of Directors of the Company (which term shall include any
Board/Board of committee constituted and authorized by the Board pursuant to its
Directors resolution dated April 16, 2019 to exercise its powers, in connection with
the Buyback).
Board Meeting Meeting of the Board of Directors held on April 16, 2019.
BSE BSE Limited.
Offer by the Company to buyback up to a maximum of 32,30,76,923
(Thirty Two Crores Thirty Lakhs Seventy Six Thousand Nine Hundred and
Twenty Three only) fully paid-up Equity Shares at the Buyback Price from
Buyback/Offer
Eligible Shareholders, through the Tender Offer route through the stock
exchange mechanism in terms of the Buyback Regulations read with the
SEBI Circulars, on a proportionate basis.
The period between the date of declaration of results of the postal ballot
i.e. June 3, 2019 and the date on which the payment of consideration to
Buyback Period
the shareholders, whose Equity Shares have been Accepted under the
Buyback, will be made.
The Buyback Committee comprising Mr. M K Sharma, Independent
Director of the Company, Mr. Jatin P Dalal, Chief Financial Officer of the
Company, Ms. Aparna C Iyer, Vice President - Finance of the Company,
Buyback Committee
and Mr. M Sanaulla Khan, Company Secretary of the Company,
constituted and authorized for the purposes of the Buyback by the
resolution dated April 16, 2019 of the Board of Directors.
Buyback Closing Date Wednesday, August 28, 2019.
The number of Equity Shares that an Eligible Shareholder is entitled to
tender in the Buyback, based on the number of Equity Shares held by
Buyback Entitlement
such Eligible Shareholder, on the Record Date and the ratio of Buyback
applicable to the category, to which such Eligible Shareholder belongs.
Buyback Opening
Wednesday, August 14, 2019.
Date
Price at which Equity Shares will be bought back from the Eligible
Buyback Price Shareholders i.e. Rs. 325/- (Rupees Three Hundred and Twenty Five only)
per fully paid up Equity Share, payable in cash.
Buyback Regulations The Securities and Exchange Board of India (Buy-Back of Securities)
6
Regulations, 2018 including any statutory modifications or re-enactments
thereof.
Maximum number of Equity Shares proposed to be bought back (i.e.
32,30,76,923 (Thirty Two Crores Thirty Lakhs Seventy Six Thousand Nine
Hundred and Twenty Three) Equity Shares) multiplied by the Buyback
Buyback Size
Price (i.e. Rs. 325/- (Rupees Three Hundred and Twenty Five only) per
Equity Share) aggregating up to Rs. 105,00,00,00,000/- (Rupees Ten
Thousand Five Hundred Crores only).
CDSL Central Depository Services (India) Limited.
Indian Clearing Corporation Limited or the NSE Clearing Limited (formerly
Clearing Corporation
known as National Securities Clearing Corporation Limited), as applicable.
Companies Act The Companies Act, 2013, together with the Rules, as amended.
Company Wipro Limited.
Company Demat
Demat account of the Company designated for the Buyback.
Account
Company’s Broker JM Financial Services Limited.
Depositories Collectively, CDSL and NSDL.
Designated Stock
The designated stock exchange for the Buyback, being the BSE.
Exchange
DP Depository Participant.
Draft Letter of Offer The Draft Letter of Offer dated June 12, 2019.
Person(s) eligible to participate in the Buyback/Offer and would mean all
Eligible Shareholder(s)
Equity Shareholders as on the Record Date being June 21, 2019.
Fully paid-up equity shares of face value of Rs. 2/- (Rupees Two only)
Equity Shares
each of the Company.
Holder(s) of the fully paid-up Equity Shares including beneficial owner(s)
Equity Shareholder(s)
thereof.
The Escrow Account titled “WIPRO BUYBACK 2019-ESCROW
Escrow Account ACCOUNT” opened with HDFC Bank Limited, in accordance with the
Escrow Agreement
Escrow Agent HDFC Bank Limited.
The escrow agreement dated July 9, 2019 entered into amongst the
Escrow Agreement
Company, the Escrow Agent and the Manager
GST Goods and Services Tax.
HUF Hindu Undivided Family.
IT Act/Income Tax Act Indian Income Tax Act, 1961, as amended.
The letter of offer dated July 31, 2019 to be filed with SEBI containing
disclosures in relation to the Buyback as specified in Schedule III of the
Letter of Offer
Buyback Regulations, including comments received from SEBI on the
Draft Letter of Offer.
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
LODR Regulations
2015, as amended from time to time.
Management Rules Companies (Management and Administration) Rules, 2014.
Manager to the
JM Financial Limited.
Buyback/Manager
Non-Resident Includes NRIs, Foreign Institutional Investors (FIIs), Foreign Portfolio
Shareholders Investors (FPIs), OCB and Foreign Nationals.
NRI Non Resident Indian.
7
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
NYSE New York Stock Exchange.
OCB Erstwhile Overseas Corporate Bodies.
PAN Permanent Account Number.
Notice of postal ballot dated April 16, 2019 for obtaining approval for the
Postal Ballot Notice
Buyback from the shareholders of the Company.
Promoter and promoter group as have been disclosed under the filings
Promoter and made by the Company under the LODR Regulations, and the Securities
Promoter Group and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended
Public announcement dated June 4, 2019 regarding the Buyback,
published on June 5, 2019 in Business Standard, an English national daily,
Public Announcement
Business Standard, a Hindi national daily, and Hosa Digantha, a Regional
language daily.
RBI Reserve Bank of India.
June 21, 2019, being the date for the purpose of determining the Buyback
Entitlement and the names of the Eligible Shareholders to whom the Letter
Record Date
of Offer and Tender Form will be sent, and who are eligible to participate in
the proposed Buyback in accordance with the Buyback Regulations.
Registrar Karvy Fintech Private Limited, registrar to the Buyback.
RSUs Restricted Stock Units.
Rules Rules notified under Companies Act, 2013, as amended.
SCD Rules The Companies (Share Capital and Debenture) Rules, 2014.
SEBI Securities and Exchange Board of India.
SEBI circular bearing number CIR/CFD/POLICYCELL/1/2015 dated April
SEBI Circulars 13, 2015 read with SEBI circular CFD/DCR2/CIR/P/2016/131 dated
December 9, 2016, as may be amended from time to time.
An Eligible Shareholder, who holds Equity Shares of market value not
more than Rs. 2,00,000 (Rupees Two Lakhs only), on the basis of closing
Small Shareholder
price on the recognized stock exchange registering the highest trading
volume, as on the Record Date.
A stock broker (who is a member of the BSE and/or NSE) of an Eligible
Stock Broker(s) Shareholder, through whom such Eligible Shareholder can participate in
the Buyback.
BSE and NSE, being the stock exchanges where the Equity Shares of the
Stock Exchanges
Company are listed.
STT Securities transaction tax.
Form of Acceptance–cum–Acknowledgement, enclosed with this Letter of
Tender Form/ Form(s)
Offer on page 64.
Method of buyback as defined in Regulation 4(iv) of the Buyback
Tender Offer
Regulations.
Period of 10 (Ten) Working Days from the Buyback Opening Date till the
Tendering Period
Buyback Closing Date (both days inclusive).
TRS Transaction Registration Slip.
Working Day Working Day as defined under the Buyback Regulations.
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3. DISCLAIMER CLAUSE
As required, a copy of this Letter of Offer has been submitted to SEBI. It is to be distinctly understood
that submission of this Letter of Offer to SEBI should not in any way be deemed or construed that the
same has been cleared or approved by SEBI. SEBI does not take any responsibility either for the
financial soundness of the Company to meet the Buyback commitments or for the correctness of the
statements made or opinions expressed in this Letter of Offer. The Manager to the Buyback, JM
Financial Limited, has certified that the disclosures made in this Letter of Offer are generally adequate
and are in conformity with the provisions of the Companies Act and Buyback Regulations. This
requirement is to facilitate Eligible Shareholders to take an informed decision for tendering their Equity
Shares in the Buyback.
It should also be clearly understood that while the Company is primarily responsible for the
correctness, adequacy and disclosure of all relevant information in this Letter of Offer, the Manager to
the Buyback is expected to exercise due diligence to ensure that the Company discharges its duty
adequately in this behalf and towards this purpose. Pursuant to this requirement, the Manager to the
Buyback, JM Financial Limited, has furnished to SEBI a due diligence certificate dated June 12, 2019
in accordance with Buyback Regulations, which reads as follows:
“We have examined various documents and materials relevant to the Buyback as part of the due
diligence carried out by us in connection with the finalization of the public announcement dated June
4, 2019 (the “Public Announcement”) and the Draft Letter of Offer dated June 12, 2019 (“DLoF”). On
the basis of such examination and the discussions with the Company, we hereby state that:
 The Public Announcement and the DLoF are in conformity with the documents, materials and
papers relevant to the Buyback;
 All the legal requirements connected with the said offer including the SEBI (Buy-Back of
Securities) Regulations, 2018, as amended, have been duly complied with.
 The disclosures in the Public Announcement and the DLoF are, to the best of our knowledge,
true, fair and adequate in all material respects for the shareholders of the Company to make a
well informed decision in respect of the captioned Buyback.
 Funds used for Buyback shall be as per the provisions of the Companies Act.”
The filing of this offer document with SEBI, does not, however, absolve the Company from any
liabilities under the provisions of the Companies Act, or from the requirement of obtaining such
statutory or other clearances as may be required for the purpose of the proposed Buyback.
The Promoter and Promoter Group/Board of Directors declare and confirm that no information/
material likely to have a bearing on the decision of Eligible Shareholders has been
suppressed/withheld and/or incorporated in the manner that would amount to mis-statement/
misrepresentation and in the event of it transpiring at any point of time that any information/ material
has been suppressed/withheld and/or amounts to a mis-statement/misrepresentation, the Promoter
and Promoter Group/Board of Directors and the Company shall be liable for penalty in terms of the
provisions of the Companies Act and the Buyback Regulations.
The Promoter and Promoter Group/Board of Directors also declare and confirm that funds borrowed
from banks and financial institutions will not be used for the Buyback.
This Letter of Offer contains certain forward-looking statements. These forward-looking statements
generally can be identified by words or phrases such as ‘aim’, ‘anticipate’, ‘believe’, ‘expect’,
‘estimate’, ‘intend’, ’objective’, ‘plan’, ‘project’, ‘will’, ‘will continue’, ‘will pursue’, or other words or
phrases of similar import. Similarly, statements that describe the Company’s strategies, objectives,
plans or goals expectations regarding stock price, the ability to participate in the Buyback and
9
expectations regarding repurchases are also forward looking statements. All forward-looking
statements are subject to risks, uncertainties and assumptions about the Company that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by forward-looking statements due to risks
or uncertainties associated with expectations relating to, inter alia, regulatory changes pertaining to
the industries in which the Company operates and its ability to respond to them, the ability to
successfully implement strategies, growth and expansion, technological changes, exposure to market
risks, general economic and political conditions in India or other key markets where the Company
operates which have an impact on business activities or investments, the monetary and fiscal policies,
inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or
other rates or prices, the performance of the financial markets in India or globally, changes in
domestic laws, regulations and taxes and changes in competition in the industries in which the
Company operates.
Certain figures contained in this Letter of Offer, including financial information, have been subject to
rounding-off adjustments. All decimals have been rounded off to two decimal points. In certain
instances, (i) the sum or percentage change of such numbers may not conform exactly to the total
figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform
exactly to the total figure given for that column or row.
4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF

DIRECTORS
The Buyback through Tender Offer was considered and approved by the Board of Directors at
the Board Meeting. The extracts of the Board resolution are as follows:
“RESOLVED THAT pursuant to the provisions of Article 8.2 of the Articles of Association of Wipro
Limited (the “Company”) and the provisions of Sections 68, 69 and 70 and all other applicable
provisions, if any, of the Companies Act, 2013, as amended (the “Companies Act”), the Companies
(Share Capital and Debentures) Rules, 2014 to the extent applicable, and in compliance with
Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the
“Buyback Regulations”), including any amendments, statutory modifications or re-enactments for the
time being in force, and subject to such other approvals, permissions and sanctions as may be
necessary and subject to such conditions and modifications, if any, as may be prescribed or imposed
by the appropriate authorities while granting such approvals, permissions and sanctions, which may
be agreed by the Board of Directors of the Company (hereinafter referred to as the “Board”, which
expression shall include any committee constituted by the Board to exercise its powers, including the
powers conferred by this resolution), and subject to the approval of the shareholders of the Company
by way of a special resolution through a postal ballot, the Board hereby approves the buyback by the
Company of up to 32,30,76,923 equity shares (Thirty Two Crores Thirty Lakhs Seventy Six Thousand
Nine Hundred and Twenty Three only) fully paid-up equity shares of Rs. 2/- (Rupees Two only) each
of the Company (“Equity Shares”) representing up to 5.35% of the total paid-up Equity Share capital
of the Company at a price of Rs. 325/- (Rupees Three Hundred and Twenty Five only) per Equity
Share (“Buyback Price”) payable in cash for an aggregate amount of up to Rs. 105,00,00,00,000/-
(Rupees Ten Thousand Five Hundred Crores only) (“Buyback Size”), which is 23.03% of the fully
paid-up Equity Share capital and free reserves as per the latest audited standalone balance sheet of
the Company as at March 31, 2019, on a proportionate basis through the “tender offer” route as
prescribed under the Buyback Regulations, to all of the shareholders of the Company who hold Equity
Shares as of the record date (the “Record Date”) (“Buyback”) and the Buyback Size does not include
transaction costs viz. brokerage, applicable taxes such as securities transaction tax, GST, stamp duty,
expenses incurred or to be incurred for the Buyback like filing fees payable to the Securities and
Exchange Board of India (“SEBI”), advisors/legal fees, public announcement publication expenses,
printing and dispatch expenses and other incidental and related expenses, etc.
10
RESOLVED FURTHER THAT all of the shareholders of the Company will be eligible to participate in
the Buyback including: (i) promoters and promoter group of the Company (including members thereof)
and their associates who hold Equity Shares as of the Record Date, persons in control (including such
persons acting in concert) who hold Equity Shares as of the Record Date; and (ii) holders of American
Depositary Receipts of the Company (“ADRs”) evidencing American Depositary Shares (“ADSs”)
representing Equity Shares of the Company who cancel any of their ADSs and withdraw the
underlying Equity Shares prior to the Record Date such that they become shareholders of the
Company and hold Equity Shares as of the Record Date.
RESOLVED FURTHER THAT the Buyback shall have reservation for small shareholders in
accordance with the provisions of the Buyback Regulations.
RESOLVED FURTHER THAT the Company shall implement the Buyback using the “Mechanism for
acquisition of shares through Stock Exchange” notified by SEBI vide circular
CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with SEBI circular
CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, including any amendments or statutory
modifications for the time being in force.
RESOLVED FURTHER THAT the Buyback from the shareholders who are residents outside India
including Foreign Corporate Bodies (including erstwhile Overseas Corporate Bodies), Foreign
Institutional Investors/Foreign Portfolio Investors, Non-Resident Indians, shareholders of foreign
nationality and holders of ADRs, shall be subject to such approvals, if any and to the extent required
from the concerned authorities including approvals from the Reserve Bank of India (“RBI”) under the
Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, and that
such approvals shall be required to be taken by such non-resident shareholders.
RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum
public shareholding requirements as specified in Regulation 38 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“Listing
Regulations”).
RESOLVED FURTHER THAT the amount required by the Company for the Buyback is intended to be
met out of the Company’s current balances of cash and cash equivalents and/or internal accruals of
the Company (and not from any borrowed funds) and on such terms and conditions as the Board may
decide from time to time at its absolute discretion.
RESOLVED FURTHER THAT in terms of Regulation 24(iii) of the Buyback Regulations, Mr. M
Sanaulla Khan, Company Secretary, be and is hereby appointed as the Compliance Officer for the
Buyback.
RESOLVED FURTHER THAT draft Auditors certificate is hereby noted and Declaration of Solvency
prepared in the prescribed form and supporting affidavit and other documents, placed before the
meeting be and is hereby approved and Mr. Azim H. Premji, Chairman and Managing Director, and
any one of Mr. Abidali Z. Neemuchwala, CEO and Executive Director, and Mr. Rishad Premji,
Executive Director and Chief Strategy Officer, be and are hereby authorized to sign the same, for and
on behalf of the Board and file the same with the Registrar of Companies and the Securities and
Exchange Board of India in accordance with applicable law.
RESOLVED FURTHER THAT the Board hereby confirms that it has made a full enquiry into the
affairs and prospects of the Company and has formed the opinion:
a) that immediately following the date on which the meeting of the board of directors is convened,
i.e. April 16, 2019 or following the date which the results of the shareholders’ resolution will be
declared (“Postal Ballot Resolution”), approving the Buyback, there will be no grounds on which
the Company could be found unable to pay its debts;
b) that as regards the Company’s prospects for the year immediately following the date on which the
meeting of the board of directors is convened, i.e. April 16, 2019 or the Postal Ballot Resolution
that, having regard to the Board’s intentions with respect to the management of the Company’s
business during that year and to the amount and character of the financial resources which will, in
the Board’s view, be available to the Company during that year, the Company will be able to meet
11
its liabilities as and when they fall due and will not be rendered insolvent within a period of one
year from the date of the Board meeting i.e. April 16, 2019 or the Postal Ballot Resolution; and
c) that in forming an opinion for the above purposes, the Board has taken into account the liabilities
as if the Company were being wound up under the provisions of the Companies Act 1956,
Companies Act, 2013 or the Insolvency and Bankruptcy Code, 2016 (including prospective and
contingent liabilities).
RESOLVED FURTHER THAT the Board hereby confirms that:

a) all the Equity Shares of the Company are fully paid-up;
b) the Company shall not issue any Equity Shares or specified securities including by way of bonus,
from the date of declaration of results of the postal ballot for special resolution passed by the
shareholders approving the proposed Buyback until the date of expiry of the Buyback period;
c) the Company shall not raise further capital for a period of one year from the expiry of the Buyback
period, except in discharge of its subsisting obligations;
d) the Company shall not buyback locked-in Equity Shares and non-transferable Equity Shares until
the pendency of the lock-in or till the Equity Shares become transferable;
e) the Company shall not buyback its Equity Shares from any person through negotiated deal
whether on or off the stock exchanges or through spot transactions or through any private
arrangement in the implementation of the Buyback;
f) there are no defaults subsisting in the repayment of any deposits (including interest payable
thereon), redemption of debentures or preference shares, payment of dividend or repayment of
any term loans to any financial institution or banks (including interest payable thereon);
g) that the Company has been in compliance with Sections 92, 123, 127 and 129 of the Companies
Act;
h) the aggregate amount of the Buyback i.e. up to Rs. 105,00,00,00,000/- (Rupees Ten Thousand
Five Hundred Crores only) does not exceed 25% of the aggregate of the total paid-up capital and
free reserves of the Company as per the latest audited standalone and consolidated balance
sheet of the Company as at March 31, 2019;
i) the maximum number of Equity Shares proposed to be purchased under the Buyback (up to
32,30,76,923 Equity Shares), does not exceed 25% of the total number of Equity Shares in the
paid-up Equity Share capital as per the latest audited standalone balance sheet of the Company
as at March 31, 2019;
j) the Company shall not make any offer of buyback within a period of one year reckoned from the
date of expiry of the Buyback period;
k) The Company has obtained an order dated February 15, 2019 bearing reference number
WTM/GM/CFD/90/2018–19 issued by SEBI (the “SEBI Order”), pursuant to which SEBI has
granted an exemption/relaxation to the Company from compliance with the requirements of
Regulation 24(ii) of the Buyback Regulations (which restricts a company from making a public
announcement of a buyback during the pendency of a scheme of amalgamation or compromise
or arrangement) in the context of the scheme of amalgamation of Wipro Technologies Austria
GMBH, Wipro Information Technology Austria GMBH, Newlogic Technologies SARL, Appirio
India Cloud Solutions Private Limited and the Company (the “Scheme”). The conditions set out in
paragraph 8 of the SEBI Order are complied with. Subsequently, the National Company Law
Tribunal has vide order no. CP(CAA)No.61/BB/2018 dated March 29, 2019 approved the
Scheme;
l) Further to the aforesaid, there is no pendency of any scheme of amalgamation or compromise or
arrangement pursuant to the provisions of the Companies Act, as on date; and
m) the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be
more than twice the paid-up Equity Share capital and free reserves, after the Buyback; and
n) the Company shall not directly or indirectly purchase its Equity Shares through any subsidiary
company including its own subsidiary companies or through any investment company or group of
investment companies.
12
RESOLVED FURTHER THAT no information and material that is likely to have a bearing on the
decision of investors has been suppressed or withheld and/or incorporated in the manner that would
amount to a mis-statement or misrepresentation and in the event of it transpiring at any point of time
that any information/material has been suppressed or withheld and/or amounts to a mis-statement or
misrepresentation, the Board and the Company shall be liable for penalty in terms of the provisions of
the Companies Act and the Buyback Regulations.
RESOLVED FURTHER THAT Mr. Azim H Premji, Chairman and Managing Director, Mr. Rishad
Premji, Executive Director and Chief Strategy Officer, Mr. Jatin P Dalal, Chief Financial Officer, Ms.
Aparna C Iyer, Vice President- Finance, and Mr. M Sanaulla Khan, Company Secretary, be and are
hereby severally authorized to finalise the terms and conditions of appointment and engagement
(including settling their remuneration/payment of commission, brokerage fees and charges) of the
Merchant Banker, Broker, Indian Legal Counsel, International Legal Counsel, escrow agent,
Registrar, Special Bank Account and stock exchange(s) for availing its tendering mechanism, and
execute, negotiate, finalize, amongst other things account opening forms, agreements (including
escrow agreements) and perform/execute such acts, deeds, documents, letters and things in the
name of and on behalf of the Company, in connection with the foregoing (including making deposits
with the escrow agent and permitting the Merchant Banker to operate the escrow accounts opened for
the purposes of the Buyback), and appoint and finalise the terms of appointment of advertising
agencies, printers, consultants or representatives or entities as may be required and deciding and
settling their remuneration including by the payment of commission brokerage, fee and charges and
entering into agreements and letters in respect thereof and open and close all necessary accounts
such as broking account(s), depository account(s), escrow account(s) and bank account(s) as per
applicable laws and Buyback Regulations;
RESOLVED FURTHER THAT a committee (the “Buyback Committee”) comprising Mr. M K Sharma,
Independent Director, Mr. Jatin P Dalal, Chief Financial Officer, Ms. Aparna C Iyer, Vice President-
Finance, and Mr. M Sanaulla Khan, Company Secretary, be constituted for the purposes of the
Buyback to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem
necessary, expedient, usual or proper, in the best interest of the Company and its shareholders in
connection with the Buyback, including but not limited to:
a) seeking all regulatory approvals, if any, including of SEBI and the Reserve Bank of India for
implementing the Buyback;
b) deciding and announcing the Record Date for the purpose of Buyback;
c) appointing, authorizing, entering into agreements with and issuing necessary instructions to the
investor service centre and escrow agent;
d) opening one or more bank accounts, including an escrow account and special account as
required, and entering into agreements with and to give instructions to the bankers in connection
therewith;
e) finalizing the terms and timeline of the Buyback including the entitlement ratio, opening date and
closing date of the offer period and the timeframe for completing the Buyback and re-affirming
declaration of solvency as and when required;
f) deciding and appointing BSE Limited and/or the National Stock Exchange of India Limited as
designated stock exchange(s) for the Buyback;
g) taking such actions or measures as may then be deemed desirable to provide each holder of
ADSs with an opportunity to cancel and withdraw the underlying Equity Shares of any such ADSs
prior to the Record Date to enable such holder to participate in the Buyback. Such actions or
measures may include, but are not limited to: (i) preparing and delivering information to each such
holder or representative(s) thereof to enable such holder of ADSs to determine whether to cancel
and withdraw the underlying Equity Shares in light of the Buyback, including any modifications,
amendments or supplements to the Supplemental Letter; (ii) informing holders of ADSs that they
will need to establish a brokerage account in India to take delivery of the Equity Shares, and (iii)
informing holders of ADRs that they must submit the desired ADSs to the ADR depositary for
cancellation and withdraw the Equity Shares no later than 3 (three) New York business days prior
to the record date;
13
h) arranging for bank guarantees as may be necessary for the Buyback in accordance with
applicable law;
i) depositing and/or instructing the deposit of the requisite amount into escrow and finalising the
composition/combination of such deposit into escrow in accordance with the provisions of
Regulation 9 of the Buyback Regulations (including cash deposit or bank guarantee including the
amounts of the cash deposit and the bank guarantee) and the escrow agreement entered into
with the escrow agent;
j) preparing, finalizing, dating, approving, modifying, signing (in accordance with applicable law),
issuing, reissuing and filing with the appropriate statutory/other authorities the public
announcement, draft letter of offer, letter of offer and all other documents, resolutions,
advertisements, confirmations, intimations and declarations, and the certificate for extinguishment
and physical destruction of shares certificates, if any, and other documents required in connection
with the Buyback upon receiving the requisite shareholder approval for the Buyback, and causing
the declaration of solvency and supporting affidavit to be executed in accordance with applicable
law and such alterations, additions, omissions, variations, amendments or corrections will be
deemed to have been approved by the Board of Directors;
k) taking all actions to verify offers and acceptances received, finalize the basis of acceptance, pay
the shareholders consideration for shares bought back, approve extinguishment of the Equity
Shares bought back by the Company;
l) uploading all required information such as details of the Equity Shares bought back on the
website and filing the same with the stock exchanges as required under applicable law;
m) signing, executing and delivering such documents as may be necessary or desirable in
connection with or incidental to the Buyback, including the execution of documents under
common seal of the Company as may be required;
n) settling and resolving any queries raised by SEBI, stock exchanges, Registrar of Companies and
any other authorities whatsoever in connection to any matter incidental to and ancillary of the
Buyback;
o) creating and maintaining requisite statutory registers and records as required under the
Companies Act and to furnish appropriate returns to the appropriate authorities;
p) closing the Buyback and completing all the required formalities as specified under the Companies
Act, Buyback Regulations and the Listing Regulations and other applicable laws;
q) altering, modifying, amending the appointment/ engagement and terms and conditions (including
terms pertaining to remuneration/payment of commission, brokerage fees and charges) of the
intermediaries and other third parties appointed for the Buyback;
r) doing such other acts, deeds, matters, or things, and executing such documents, forms, letters,
confirmations, and taking all steps as may be necessary to sign, submit and file all necessary
forms, letters, applications, e-forms and other documents as they may in their absolute discretion,
deem necessary, expedient, usual or proper or are necessary, expedient, usual or proper with
regard to the implementation in connection with or in furtherance of the Buyback; and
s) delegating all or any of the authorities conferred above to any other Director(s) or Executive(s) or
Officer(s) of the Company as may be necessary to give effect to the aforesaid resolutions.
RESOLVED FURTHER THAT any two members of the Buyback Committee mentioned above shall
form the quorum of the meeting of the Buyback Committee and the Buyback Committee may approve
the above by passing appropriate resolutions (including by way of circular resolution) in connection
with the above.”
5. DETAILS OF THE PUBLIC ANNOUNCEMENT
5.1. In accordance with Regulation 7(i) of the Buyback Regulations, the Company has made
the Public Announcement dated June 4, 2019 for the Buyback of Equity Shares published
on June 5, 2019 in the following newspapers:
14
Sr. No. Name of the Newspaper Language Editions
1. Business Standard English All
2. Business Standard Hindi All
3. Hosa Digantha Kannada Bengaluru
5.2. Pursuant to the Postal Ballot Notice, the Company sought by way of a special resolution,
the approval of its shareholders to the Buyback. The results of such postal ballot were
declared on June 3, 2019. Pursuant thereto, the Public Announcement in compliance with
Regulation 7(i) of the Buyback Regulations was made by the Company within 2 (two)
Working Days from the date of declaration of the results of such postal ballot.
5.3. The Company will publish further notices or corrigenda to or relating to the Public
Announcement, if any, in the abovementioned newspapers.
5.4. A copy of the Public Announcement is available on the SEBI website at www.sebi.gov.in
6. DETAILS OF THE BUYBACK
6.1. At the Board Meeting, the Board subject to the receipt of approval of the shareholders of
the Company by way of a special resolution through a postal ballot/ e-voting, pursuant to
the provisions of Article 8.2 of the Articles and the provisions of Sections 68, 69 and 70
and all other applicable provisions, if any, of the Companies Act, the SCD Rules, to the
extent applicable, and in compliance with the Buyback Regulations, as amended from
time to time, and subject to such approvals of statutory, regulatory or governmental
authorities as may be required under applicable laws, approved the buyback by the
Company of up to 32,30,76,923 (Thirty Two Crores Thirty Lakhs Seventy Six Thousand
Nine Hundred and Twenty Three) Equity Shares representing up to 5.35% of the total
issued and paid-up Equity Share capital of the Company at the Buyback Price of Rs.
325/- (Rupees Three Hundred and Twenty Five only) per Equity Share (the “Buyback
Price”) payable in cash for an aggregate consideration of up to Rs. 105,00,00,00,000/-
(Rupees Ten Thousand Five Hundred Crores only), which is 23.03% of the aggregate of
the fully paid-up Equity Share capital and free reserves of the Company as per the latest
audited standalone balance sheet as on March 31, 2019, on a proportionate basis
through the “tender offer” route as prescribed under the Buyback Regulations, from all of
the Eligible Shareholders.
6.2. The Equity Shareholders of the Company approved the Buyback, by way of a special
resolution, through postal ballot (including e-voting) pursuant to the Postal Ballot Notice,
the results of which were announced on June 3, 2019.
6.3. The Buyback Size does not include any transaction costs viz. brokerage, applicable taxes
such as securities transaction tax, GST, stamp duty, expenses incurred or to be incurred
for the Buyback like filing fees payable to SEBI, advisors/legal fees, public announcement
publication expenses, printing and dispatch expenses and other incidental and related
expenses, etc.
6.4. The Equity Shares are listed on the NSE and the BSE. The Company’s ADS, as
evidenced by ADRs, are traded in the U.S. on the NYSE.
6.5. In addition to the regulations/statutes referred to in paragraph 6.1 above, the Buyback is
also in accordance with the applicable provisions of Management Rules and the LODR
Regulations. The Buyback shall be undertaken on a proportionate basis from the Eligible
Shareholders through the tender offer process prescribed under Regulation 4(iv)(a) of the
Buyback Regulations. Additionally, the Buyback shall subject to applicable laws, be
15
implemented by tendering of Equity Shares by Eligible Shareholders and settlement of
the same through the stock exchange mechanism as specified by the SEBI Circulars. In
this regard, the Company will request BSE and NSE to provide the acquisition window for
facilitating tendering of Equity Shares under the Buyback. For the purposes of this
Buyback, BSE will be the Designated Stock Exchange.
6.6. The aggregate paid-up share capital and free reserves of the Company as per the latest
audited balance sheet of the Company as on March 31, 2019 is Rs. 45,60,042 lakhs
(Rupees Forty Five Thousand Six Hundred Crores and Forty Two Lakhs only) and Rs.
51,48,945 lakhs (Rupees Fifty One Thousand Four Hundred and Eighty Nine Crores and
Forty Five Lakhs only) on standalone and consolidated basis, respectively. Under the
provisions of the Companies Act, the funds deployed for the Buyback cannot exceed 25%
of the aggregate of the fully paid-up share capital and free reserves of the Company i.e.,
is Rs. 11,40,010 lakhs (Rupees Eleven Thousand Four Hundred Crores and Ten Lakhs
only) and Rs. 12,87,236 lakhs (Rupees Twelve Thousand Eight Hundred and Seventy
Two Crores and Thirty Six Lakhs only) on standalone and consolidated basis,
respectively. The maximum amount proposed to be utilized for the Buyback, does not
exceed Rs. 105,00,00,00,000/- (Rupees Ten Thousand Five Hundred Crores only) and is
therefore within the limit of 25% of the Company’s fully paid-up share capital and free
reserves as per the latest audited balance sheet of the Company as on March 31, 2019
(the latest audited balance sheet available as on the date of Board Meeting
recommending the proposal for the Buyback), both on standalone and consolidated
basis.
6.7. The aggregate shareholding of the (i) Promoter and Promoter Group and persons in
control, (ii) Directors of companies which are a part of the Promoter and Promoter Group,
and (iii) Directors and Key Managerial Personnel of the Company as on the date of the
Public Announcement, i.e., June 4, 2019, are as follows:
6.7.1. Aggregate shareholding of the Promoter and Promoter Group and persons who are in
control as on the date of the Public Announcement, i.e., June 4, 2019:
Sl. No. of Equity %

Name of Shareholder
No. Shares Shareholding
1. Azim H Premji 24,90,80,265 4.13
2. Yasmeen A Premji 28,33,776 0.05
3. Rishad Azim Premji 18,31,109 0.03
4. Tariq Azim Premji 7,06,666 0.01
5. Mr. Azim Hasham Premji Partner Representing Hasham Traders 98,92,15,999 16.39
6. Mr. Azim Hasham Premji Partner Representing Prazim Traders 1,18,77,51,441 19.68
7. Mr. Azim Hasham Premji Partner Representing Zash Traders 1,20,43,19,438 19.95
8. Hasham Investment & Trading Co. Private Limited 15,01,328 0.02
(1)
9. Azim Premji Philanthropic Initiatives Private Limited 2,08,08,209 0.34
(2)
10. Azim Premji Trust 79,79,48,834 13.22
Total 4,45,59,97,065 73.83
Note:
1. Mr. Azim H Premji has disclaimed the beneficial ownership of equity shares held by Azim Premji Philanthropic Initiatives
Private Limited.
2. Mr. Azim H Premji has disclaimed the beneficial ownership of equity shares held by Azim Premji Trust.
6.7.2. Aggregate shareholding of the Directors of companies which are a part of the Promoter
and Promoter Group, as on the date of the Public Announcement, i.e., June 4, 2019:
No. of Equity %
Sl. No. Name
Shares Shareholding
1. Azim H Premji 24,90,80,265 4.13
2. Yasmeen A Premji 28,33,776 0.05
16
No. of Equity %
Sl. No. Name
Shares Shareholding
3. Rishad Azim Premji 18,31,109 0.03
4. Tariq Azim Premji 7,06,666 0.01
5. Pagalthivarthi Srinivasan 1,28,253 0.00
6. Priya Mohan Sinha 99,661 0.00
7. Lakshminarayana Ramanathan Kollengode 19,671 0.00
8. Sharad Chandra Behar - -
Total 25,46,99,401 4.22
6.7.3. Aggregate shareholding of the Directors and Key Managerial Personnel of the Company
as on the date of the Public Announcement, i.e., June 4, 2019:
No. of Equity %
Sl. No. Name of Shareholder Designation
Shares Shareholding
1. Azim H Premji Chairman and Managing Director 24,90,80,265 4.13
2. N Vaghul Independent Director - -
3. Dr. Ashok S Ganguly Independent Director 4,978 0.00
4. M K Sharma Independent Director - -
5. William Arthur Owens Independent Director - -
6. Ireena Vittal Independent Director - -
7. Dr. Patrick John Ennis Independent Director - -
8. Patrick Dupuis Independent Director - -
9. Arundhati Bhattacharya Independent Director - -
10. Abidali Z Neemuchwala CEO and Executive Director 7,46,666* 0.01
Executive Director and Chief
11. Rishad A Premji 18,31,109 0.03
Strategy Officer
12. Jatin Pravinchandra Dalal Chief Financial Officer 1,03,850 0.00
13. M Sanaulla Khan Company Secretary 600 0.00
Total 25,17,67,468 4.17
*Held as ADRs representing equivalent underlying equity shares.
6.8. In terms of the Buyback Regulations, under the Tender Offer route, the Promoters and
Promoter Group have the option to participate in the Buyback. In this regard, members of
the Promoter and Promoter Group have expressed their intention vide their letters dated
April 16, 2019 to participate in the Buyback and may tender up to an aggregate maximum
number of 4,37,14,64,533 (Four Hundred and Thirty Seven Crores Fourteen Lakhs Sixty
Four Thousand Five Hundred and Thirty Three) Equity Shares or such lower number of
shares in accordance with the provisions of the Buyback Regulations/terms of the
Buyback. The extent of their participation in the Buyback has been detailed in paragraph
9.2 of this Letter of Offer.
6.9. The Promoter and Promoter Group hold 73.83% of the Equity Shares in the total
outstanding equity share capital of the Company. For details with respect to the Promoter
and Promoter Group shareholding post the Buyback, please refer to paragraph 13.7 of
this Letter of Offer.
6.10. Post the Buyback, the non-Promoter and Promoter Group/public shareholding of the
Company shall not fall below the minimum level required as per Regulation 38 of the
LODR Regulations.
7. AUTHORITY FOR THE BUYBACK
7.1. The Buyback is in accordance with Article 8.2 of the Articles, Sections 68, 69 and 70 and
all other applicable provisions of the Companies Act, the SCD Rules, the Management
17
Rules, LODR Regulations and the Buyback Regulations. The Buyback is subject to such
conditions and modifications, if any, as may be prescribed or imposed by the appropriate
authorities while granting such approvals, permissions and sanctions, which may be
agreed by the Board.
7.2. The Buyback has been duly authorised by a resolution of the Board of Directors dated
April 16, 2019. The Equity Shareholders have approved the Buyback by a special
resolution passed through postal ballot (including e-voting) in accordance with the
provisions of Section 110 of the Companies Act and Rule 22 of the Management Rules,
the results of which were declared on June 3, 2019.
8. NECESSITY OF THE BUYBACK
The Buyback is being undertaken by the Company to return surplus funds to the Equity
Shareholders, which are over and above its ordinary capital requirements and in excess
of any current investment plans, in an expedient, effective and cost efficient manner. The
Buyback is being undertaken for the following reasons:
8.1. The Buyback will help the Company distribute surplus cash to the Equity Shareholders
broadly in proportion to their shareholding, thereby, enhancing the overall return to Equity
Shareholders;
8.2. The Buyback, which is being implemented through the Tender Offer route as prescribed
under the Buyback Regulations, involves a reservation of up to 15% of the Buyback Size
for Small Shareholders. The Company believes that this reservation of up to 15% for
Small Shareholders would benefit a large number of the Company’s public shareholders,
who would be classified as Small Shareholders for the purposes of the Buyback;
8.3. The Buyback would help in improving financial ratios like earnings per share and return
on equity, by reducing the equity base of the Company; and
8.4. The Buyback gives the Eligible Shareholders the choice to either (A) participate in the
Buyback and receive cash in lieu of their Equity Shares which are accepted under the
Buyback, or (B) not to participate in the Buyback and get a resultant increase in their
percentage shareholding in the Company post the Buyback, without additional
investment.
9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE

BUYBACK ON THE COMPANY
9.1. The Buyback is not likely to cause any material impact on the profitability/earnings of the
Company except a reduction in the amount available for investment, which the Company
could have otherwise deployed towards generating investment income. Assuming that the
response to the Buyback is to the extent of 100% (full Acceptance) from all the Eligible
Shareholders up to their Buyback Entitlement, the funds deployed by the Company
towards the Buyback excluding costs and expenses of the Buyback, would be
Rs. 105,00,00,00,000/- (Rupees Ten Thousand Five Hundred Crores only).
9.2. In terms of the Buyback Regulations, under the Tender Offer route, the Promoters and
Promoter Group have the option to participate in the Buyback. In this regard, the
Promoter and Promoter Group have expressed their intention vide their letters dated April
16, 2019, to participate in the Buyback and may tender up to an aggregate maximum
number of 4,37,14,64,533 (Four Hundred and Thirty Seven Crores Fourteen Lakhs Sixty
Four Thousand Five Hundred and Thirty Three) Equity Shares or such lower number of
shares in accordance with the provisions of the Buyback Regulations/terms of the
Buyback.
18
Please see below the maximum number of Equity Shares to be tendered by each
member of the Promoter and Promoter Group in the Buyback:
Maximum Number of
Sr. No. Name of the Promoter and Promoter Group entity Equity Shares intended
to be offered
1. Azim H Premji 16,45,47,733
2. Yasmeen A Premji 28,33,776
3. Rishad Azim Premji 18,31,109
4. Tariq Azim Premji 7,06,666
5. Mr. Azim Hasham Premji Partner Representing Hasham Traders 98,92,15,999
6. Mr. Azim Hasham Premji Partner Representing Prazim Traders 1,18,77,51,441
7. Mr. Azim Hasham Premji Partner Representing Zash Traders 1,20,43,19,438
8. Hasham Investment and Trading Co. Private Limited 15,01,328
(1)
9. Azim Premji Philanthropic Initiatives Private Limited 2,08,08,209
(2)
10. Azim Premji Trust 79,79,48,834
Total 4,37,14,64,533
Note:
Private Limited
9.3. Details of the date and price of acquisition of the Equity Shares that the Promoter and
Promoter Group intend to tender are set-out below:
i. Azim H Premji
Face Issue/ Consideration
Date of Nature of No. of Equity
Value Acquisition (Cash, other than
Transaction Transaction Shares
(Rs.) Price (Rs.) cash etc.)
(1)
January 22, 1998 Bonus 61,70,540 2 - -
June 29, 2004 Bonus 1,23,41,080 2 - -
August 24, 2005 Bonus 1,85,11,620 2 - -
June 17, 2010 Bonus 2,46,82,160 2 - -
June 15, 2017 Bonus 6,17,05,400 2 - -
March 8, 2019 Bonus 4,11,36,933 2 - -
Total 16,45,47,733
Note:
1. Originally allotted 12,34,108 (Twelve Lakhs Thirty Four Thousand One Hundred and Eight) equity shares of Rs.
10/- (Rupees Ten only) each as bonus shares and subsequently adjusted for split into shares of face value of
Rs. 2/- (Rupees Two only) each as on the record date on October 14, 1999.
ii. Yasmeen A Premji

(1)
June 30, 1997 Gift 3,200 2 - -
(2)
January 22, 1998 Bonus 46,400 2 - -
February 24, 2000 Gift 40,000 2 - -
June 29, 2004 Bonus 2,19,200 2 - -
August 24, 2005 Bonus 3,28,800 2 - -
June 17, 2010 Bonus 4,25,066 2 - -
June 15, 2017 Bonus 10,62,666 2 - -
March 8, 2019 Bonus 7,08,444 2 - -
Total 28,33,776
Note:
1. Originally received 640 (Six Hundred and Forty) equity shares of Rs. 10/- (Rupees Ten only) each as gift and
subsequently adjusted for split into shares of face value of Rs. 2/- (Rupees Two only) each as on the record
date on October 14, 1999.
2. Originally allotted 9,280 (Nine Thousand Two Hundred and Eighty) equity shares of Rs. 10/- (Rupees Ten only)
each as bonus shares and subsequently adjusted for split into shares of face value of Rs. 2/- (Rupees Two only)
each as on the record date on October 14, 1999.
19
iii. Rishad Azim Premji

August 24, 2005 Bonus 3,08,000 2 - -
June 17, 2010 Bonus 3,78,666 2 - -
June 15, 2017 Bonus 6,86,666 2 - -
March 8, 2019 Bonus 4,57,777 2 - -
Total 18,31,109
iv. Tariq Azim Premji

(1)
June 30, 1997 Gift 26,500 2 - -
June 29, 2004 Bonus 53,000 2 - -
August 24, 2005 Bonus 79,500 2 - -
June 17, 2010 Bonus 1,06,000 2 - -
June 15, 2017 Bonus 2,65,000 2 - -
March 8, 2019 Bonus 1,76,666 2 - -
Total 7,06,666
Note:
1. Originally received 5,300 (Five Thousand and Three Hundred) equity shares of Rs. 10/- (Rupees Ten only) each
as gift and subsequently adjusted for split into shares of face value of Rs. 2/- (Rupees Two only) each as on the
record date on October 14, 1999.
v. Mr. Azim Hasham Premji Partner Representing Hasham Traders

August 24, 2005 Bonus 15,34,50,000 2 - -
June 17, 2010 Bonus 21,75,06,000 2 - -
June 15, 2017 Bonus 37,09,56,000 2 - -
March 8, 2019 Bonus 24,73,03,999 2 - -
Total 98,92,15,999
vi. Mr. Azim Hasham Premji Partner Representing Prazim Traders

(1)
June 29, 2004 Bonus 4,89,99,500 2 - -
August 24, 2005 Bonus 16,25,08,500 2 - -
June 17, 2010 Bonus 21,66,78,000 2 - -
March 19, 2013 Block Trade 97,20,791 2 440.05 Cash
inter-se
purchase from
Hasham
Traders
June 15, 2017 Bonus 45,29,06,791 2 - -
March 8, 2019 Bonus 29,69,37,859 2 - -
Total 1,18,77,51,441
Note:
1. Originally received 6,39,99,500 equity shares of Rs. 2/- each as bonus, out of which 1,50,00,000 equity shares
were tendered and accepted pursuant to buyback by the Company on December 19, 2017 at a price of Rs.
320/- per equity share.
20
vii. Mr. Azim Hasham Premji Partner Representing Zash Traders

Value Acquisition (Cash, other
(Rs.) Price (Rs.) than cash etc.)
June 29, 2004 Bonus 6,36,13,400 2 - -
August 24, 2005 Bonus 16,21,22,400 2 - -
June 17, 2010 Bonus 21,61,63,200 2 - -
March 19, 2013 Block Trade 97,20,790 2 440.05 Cash
inter-se
purchase from
Hasham
Traders
June 15, 2017 Bonus 45,16,19,790 2 - -
March 8, 2019 Bonus 30,10,79,858 2 - -
Total 1,20,43,19,438
viii. Hasham Investment and Trading Co. Private Limited
Value Acquisition Price (Cash, other
(Rs.) (Rs.) than cash etc.)
July 7, 2015 Shares received 5,62,998 2 - -
under court
approved scheme
of amalgamation
June 15, 2017 Bonus 5,62,998 2 - -
March 8, 2019 Bonus 3,75,332 2 - -
Total 15,01,328
ix. Azim Premji Philanthropic Initiatives Private Limited

(1)
August 24, 2005 Bonus 11,98,869 2 - -
June 17, 2010 Bonus 43,37,333 2 - -
June 15, 2017 Bonus 1,00,69,955 2 - -
March 8, 2019 Bonus 52,02,052 2 - -
(2)
Total 2,08,08,209
Note:
1. Originally allotted 42,25,500 equity shares of Rs. 2/- each as bonus. Aggregate of 45,33,753 equity shares were
tendered and accepted under the buyback by the Company on December 19, 2017 at a price of Rs. 320/- per
equity share, of which 30,26,631 equity shares were part of the aforesaid allotment.
2. Mr. Azim H Premji has disclaimed the beneficial ownership of equity shares held by Azim Premji Philanthropic
Initiatives Private Limited.
x. Azim Premji Trust

(1)
February 22, 2013 Gift 19,27,29,318 2 - -
June 15, 2017 Bonus 39,90,65,641 2 - -
March 8, 2019 Bonus 20,61,53,875 2 - -
(2)
Total 79,79,48,834
Note:
1. Originally received 29,55,27,000 equity shares of Rs. 2/- each as gift. Aggregate of 17,96,69,656 equity shares
were tendered and accepted under the buyback by the Company on December 19, 2017 at a price of Rs. 320/-
per equity share, of which 7,61,31,015 equity shares were part of the aforesaid allotment. Further, 2,66,66,667
equity shares were sold through market sale on BSE on March 8, 2019 at a maximum price of Rs. 261.70 per
equity share and a minimum price of Rs.256.00 per equity share.
21
9.4. Assuming that the response to the Buyback is to the extent of 100% (full Acceptance)
from all the Eligible Shareholders up to their Buyback Entitlement, the aggregate
shareholding of the Promoter and Promoter Group post completion of the Buyback may
increase from 73.83% to 74.39%. Also, if none of the public shareholders participate and
only the Promoter and Promoter Group participate to the extent of the Buyback
Entitlement, their shareholding may reduce from 73.83% to 72.90% of the total equity
share capital of the Company.
shareholding of the public and others post Buyback may decrease from 26.17% to
25.61%.
9.6. The Buyback shall not result in a change in control or otherwise affect the existing
management structure of the Company.
9.7. Consequent to the Buyback and based on the number of Equity Shares bought back from
Non-Resident Shareholders, Indian financial institutions, banks, mutual funds and the
public including other bodies corporate, the shareholding of each such person shall
undergo a change.
9.8. The debt-equity ratio following the Buyback, both on standalone and consolidated basis,
shall be compliant with the permissible limit of 2:1 prescribed by the Companies Act even
if the response to the Buyback is to the extent of 100% (full Acceptance) from all the
Eligible Shareholders up to their Buyback Entitlement.
9.9. The Buyback is not expected to impact growth opportunities for the Company.
9.10. The Promoter and Promoter Group or their associates shall not deal in the Equity Shares
of the Company on the Stock Exchanges or off market, including by way of inter-se
transfer(s) of Equity Shares among the Promoter and Promoter Group, during the period
from the date of passing the special resolution by the shareholders of the Company till the
closing of the Offer.
9.11. The Company shall not raise further capital for a period of one year from the expiry of the
Buyback Period except in discharge of its subsisting obligations.
9.12. The Company shall not issue any Equity Shares or other specified securities, including by
way of bonus, from the date of declaration of results of the postal ballot for special
resolution passed by the shareholders approving the Buyback until the date of expiry of
the Buyback Period.
9.13. The Company is not undertaking the Buyback so as to delist its shares from the Stock
Exchanges.
9.14. Salient financial parameters consequent to the Buyback based on the standalone audited
financial statements as on March 31, 2019 are as under:
Parameters (based on audited standalone financial

Pre-Buyback Post-Buyback
statements for the year ended March 31, 2019)
(1)
Net Worth (Rs. in lakhs) 49,39,199 38,89,199
(2)
Return on Net Worth (%) 15.42% 19.58%
22
Parameters (based on audited standalone financial
Pre-Buyback Post-Buyback
(3)
Earnings Per Share – Basic (in Rs.) 12.67 13.39
Earnings Per Share – Diluted (in Rs.) 12.64 13.36
(5)
Book Value per Equity Share (in Rs.) 81.86 68.10
(6) (7)
P/E as per latest audited financial results 22.17 20.98
(8)
Total Debt/Equity Ratio (in times) 0.10 0.13
Note:
(1) Net Worth is excluding revaluation reserves and miscellaneous expenditure to the extent not written off.
(2) Return on Net Worth = Profit After Tax / Net Worth (excluding revaluation reserves).
(3) Earnings per Share = Profit After Tax / Weighted Average Number of shares outstanding for the period.
(4) Earnings per Share post buyback is computed after reducing proposed buyback shares from weighted average number of
shares outstanding for the period.
(5) Book value per Share = Net Worth (excluding Revaluation Reserves)/Number of shares at the end of the period.
(6) P/E as per latest audited financial results = Market Value per share / Earnings per share
(7) Market value has been taken as Rs. 281.00 (price on NSE as of April 10, 2019 for both pre and post buyback) for P/E ratio
as the date of intimation of the Board Meeting for considering the Buyback was April 10, 2019.
(8) Total Debt/ Equity Ratio = Total Debt / Net Worth (excluding revaluation reserves)
 Total Debt includes non-current borrowings (including current maturities) and current borrowings (including working
capital loans)
(9) The post-Buyback numbers are calculated by reducing the net worth by the proposed Buyback amount (assuming full
acceptance), without factoring in any impact in the statement of profit & loss due to reduction in cash.
9.15. Salient financial parameters consequent to the Buyback based on the consolidated
audited financial statements as on March 31, 2019 are as under:
Parameters (based on audited consolidated financial

Pre Buyback Post Buyback
(1)
Net Worth (Rs. in lakhs) 56,42,252 45,92,252
(2)
Return on Net Worth (%) 15.96% 19.61%
(3)
Earnings Per Share – Basic (in Rs.) 14.99 15.84
Earnings Per Share – Diluted (in Rs.) 14.95 15.80
(5)
Book Value per Equity Share (in Rs.) 93.51 80.41
(6) (7)
P/E as per latest audited financial results 18.75 17.74
(8)
Total Debt/Equity Ratio (in times) 0.17 0.21
Note:
(1) Net Worth is excluding revaluation reserves and miscellaneous expenditure to the extent not written off.
(2) Return on Net Worth = Profit After Tax attributable to equity holders of the Company / Net Worth (excluding revaluation
reserves).
(3) Earnings per Share = Profit After Tax / Weighted Average Number of shares outstanding for the period
(4) Earnings per Share post buyback is computed after reducing proposed buyback shares from weighted average number of
shares outstanding for the period
(5) Book value per Share = Net Worth (excluding Revaluation Reserves) / Number of shares at the end of the period
(6) P/E as per latest audited financial results = Market Value per Share / Earnings per Share
(7) Market value has been taken as Rs. 281.00 (price on NSE as of April 10, 2019 for both pre and post buyback) for P/E ratio
as the date of intimation of the Board Meeting for considering the Buyback was April 10, 2019.
(8) Total Debt/ Equity Ratio = Total Debt / Net Worth (excluding revaluation reserves)
 Total Debt includes non-current borrowings (including current maturities) and current borrowings (including working
capital loans)
(9) The post-Buyback numbers are calculated by reducing the net worth by the proposed Buyback amount (assuming full
acceptance), without factoring in any impact in the statement of profit & loss due to reduction in cash.
10. BASIS OF CALCULATING THE BUYBACK PRICE
10.1. The Equity Shares of the Company are proposed to be bought back at the Buyback Price,
i.e., Rs. 325/- (Rupees Three Hundred and Twenty Five only) per Equity Share.
10.2. The Buyback Price has been arrived at after considering various factors such as (i) the
share price benchmarks on the NSE, the stock exchange where the maximum volume of
trading in the Equity Shares is recorded, (ii) the net worth of the Company, and (iii) the
impact on the earnings per Equity Share.
10.3. The Buyback Price represents a premium of 22.16% over the volume weighted average
market price of the Equity Shares on the NSE for the 60 (Sixty) trading days preceding
23
the date of intimation to the Stock Exchanges of the Board Meeting to consider the
proposal of the Buyback and 24.15% over the volume weighted average market price of
the Equity Shares on the NSE for the 10 (Ten) trading days preceding the date of
intimation to the Stock Exchanges of the Board Meeting to consider the proposal of the
Buyback. The closing market price of the Equity Shares as on the date of intimation of the
Board Meeting for considering the Buyback, being April 10, 2019, was Rs. 281.00
(Rupees Two Hundred and Eighty One only) on both NSE and BSE.
10.4. The Buyback Price is at a premium of 297.03% of the book value per Equity Share of the
Company, which as of March 31, 2019 was Rs. 81.86 (Rupees Eighty One and Eighty Six
Paise only) per Equity Share, on a standalone basis.
10.5. The basic and diluted earnings per Equity Share of the Company prior to the Buyback on
a standalone basis, for the year ended March 31, 2019 was Rs. 12.67 (Rupees Twelve
and Sixty Seven Paise only) and Rs. 12.64 (Rupees Twelve and Sixty Four Paise only)
per Equity Share, respectively. Assuming full acceptance under the Buyback, the basic
and diluted earnings per Equity Share of the Company will be Rs. 13.39 (Rupees Thirteen
and Thirty Nine Paise only) and Rs. 13.36 (Rupees Thirteen and Thirty Six Paise only)
per Equity Share post the Buyback, respectively, without factoring in any impact in the
statement of profit & loss due to reduction in cash.
10.6. The return on net worth of the Company on a standalone basis was 15.42% for the year
ended March 31, 2019, which will increase to 19.58% post Buyback assuming full
Acceptance of the Buyback, without factoring in any impact in the statement of profit &
loss due to reduction in cash.
11. SOURCES OF FUNDS FOR THE BUYBACK
11.1. Assuming that the response to the Buyback is to the extent of 100% (full Acceptance), the
funds that would be utilized by the Company for the purpose of the Buyback would be Rs.
105,00,00,00,000/- (Rupees Ten Thousand Five Hundred Crores only).
11.2. The funds for the Buyback will be sourced from current balances of cash and cash
equivalents and/or internal accruals of the Company. The Company does not intend to
raise additional debt for the explicit purposes of the Buyback. Borrowed funds will not be
used for the Buyback.
11.3. This Buyback is not likely to cause any material impact on the earnings of the Company,
except for the cost of financing the Buyback, being a reduction in the treasury income that
the Company could have otherwise earned on the funds deployed.
11.4. The Company shall transfer from its free reserves, a sum equal to the nominal value of
the Equity Shares bought back to the capital redemption reserve account, and details of
such transfer shall be disclosed in its subsequent audited financial statements. The funds
borrowed, if any, from banks and financial institutions will not be used for the Buyback.
12. DETAILS OF THE ESCROW ACCOUNT AND THE AMOUNT DEPOSITED THEREIN
12.1. In accordance with Regulation 9(xi) of the Buyback Regulations, the Company has
appointed HDFC Bank Limited, as the escrow agent for the Buyback. The Company, the
Manager to the Buyback and the Escrow Agent have entered into an Escrow Agreement
dated July 9, 2019 pursuant to which the Escrow Account in the name and style “WIPRO
BUYBACK 2019-ESCROW ACCOUNT” bearing account number 57500000392522 has
been opened with the Escrow Agent. The Manager is empowered to operate the Escrow
24
Account in accordance with the Buyback Regulations. The Company proposes to satisfy
its obligations under Regulations 9(xi)(a) and (b) of the Buyback Regulations by deposit of
applicable amount in the Escrow Account and issuance of a bank guarantee in favour of
the Manager to the Buyback on or before the Buyback Opening Date.
12.2. The Company has adequate and firm financial resources to fulfil the obligations under the
Buyback and the same has been certified by M/s. D. Prasanna & Co., Chartered
Accountants, having its office at #192, S.C. Road, Basavanagudi, Bangalore – 560004,
India (Telephone: 080 26671315; Membership No.: 211367; Firm Registration No.:
009619S), vide a certificate dated June 10, 2019.
12.3. Based on the aforementioned certificate, the Manager to the Buyback confirms that it is
satisfied that firm arrangements for fulfilling the obligations under the Buyback are in
place and that the Company has the ability to implement the Buyback in accordance with
the Buyback Regulations.
13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN

13.1. The present capital structure of the Company is as follows:
(Rs. In Lakhs)
Sr.
Particulars Pre Buyback
No.
1 Authorized Share Capital:
12,50,45,00,000 Equity Shares of Rs.2 each 2,50,090
2,50,00,000 Preference Shares of Rs. 10 each 2,500
1,50,000 10% Optionally Convertible Cumulative Preference Shares of Rs. 100 each 150
Total 2,52,740
2 Issued, Subscribed and Paid-up Capital:

(1)
603,53,59,575 Equity Shares of Rs. 2 each 1,20,707
Total 1,20,707
Note:
1. 13,86,56,140 (Thirteen Crores Eighty Six Lakhs Fifty Six Thousand One Hundred and Forty) Equity Shares represent
underlying Equity Shares against ADRs outstanding as at June 4, 2019.
13.2. Assuming full Acceptance in the Buyback, the capital structure of the Company post
Buyback would be as follows:
(Rs. In Lakhs)
Sr. Post
Particulars
No. Buyback
1 Authorized Share Capital:
12,50,45,00,000 Equity Shares of Rs. 2 each 2,50,090
2,50,00,000 Preference Shares of Rs. 10 each 2,500
1,50,000 10% Optionally Convertible Cumulative Preference Shares of Rs. 100 each 150
Total 2,52,740
2 Issued, Subscribed and Paid-up Capital:

571,22,82,652 Equity Shares of Rs. 2 each 1,14,246
Total 1,14,246
13.3. Details of buyback programmes undertaken by the Company in the last three years are
given below:
Method of Equity Shares
Sr. No. Opening Date Closing Date
Buyback Bought Back
1 June 17, 2016 June 30, 2016 Tender Offer 4,00,00,000
2 November 29, 2017 December 13, 2017 Tender Offer 34,37,50,000
25
13.4. There are no partly paid up equity shares.
13.5. There are no outstanding instruments convertible into Equity Shares except for
3,47,68,652 (Three Crores Forty Seven Lakhs Sixty Eight Thousand Six Hundred and
Fifty Two) outstanding ESOPs/RSUs granted by the Company as at March 31, 2019.
13.6. There are no amounts under calls in arrears.
13.7. The pre and post Buyback shareholding pattern of the Company is as follows:
(1)
Pre Buyback Post Buyback
% to the % to post
existing Buyback
Category of Shareholder Equity
No. of Shares Equity No. of Shares
Share Share
capital capital
Promoter and Promoter Group 4,45,59,97,065 73.83 4,24,92,93,735 74.39
Foreign Investors (Including ADRs, Non- 65,83,80,582
Resident Indians, FIIs, FPIs, Foreign 10.91
Nationals, and Overseas Corporate Bodies)
Financial Institutions/Banks, NBFCs & 41,78,28,404 1,46,29,88,917 25.61
6.92
Mutual Funds
Others (Public, Bodies Corporate, Clearing 50,31,53,524
8.34
Members, Trusts and HUF)
Total 603,53,59,575 100.00 5,71,22,82,652 100.00
Note:
1. Assuming response to the Buyback is to the extent of 100% (full Acceptance) from all the Equity Shareholders of the
Equity Shares up to their Buyback Entitlement.
13.8. The Company has obtained an order dated February 15, 2019 bearing reference number
WTM/GM/CFD/90/2018–19 issued by SEBI (the “SEBI Order”), pursuant to which SEBI
has granted an exemption/relaxation to the Company from compliance with the
requirements of Regulation 24(ii) of the Buyback Regulations (which restricts a company
from making a public announcement of a buyback during the pendency of a scheme of
amalgamation or compromise or arrangement) in the context of the scheme of
amalgamation of Wipro Technologies Austria GmbH, Wipro Information Technology
Austria GmbH, Newlogic Technologies SARL, Appirio India Cloud Solutions Private
Limited and the Company (the “Scheme”). The Company has complied with the
conditions set out in paragraph 8 of the SEBI Order. Subsequently, the Hon’ble National
Company Law Tribunal has, vide order no. CP(CAA)No.61/BB/2018 dated March 29,
2019, approved the Scheme. Further to the aforesaid, there is no pendency of any
scheme of amalgamation or compromise or arrangement pursuant to the provisions of the
Companies Act, as of the date of this Letter of Offer.
shareholding of the Promoter and Promoter Group post the Buyback may increase from
73.83% prior to the Buyback to 74.39%.
13.10. Aggregate shares purchased or sold by the Promoter and Promoter Group, persons in
control, Directors of companies which are a part of the Promoter and Promoter Group and
Directors and Key Managerial Personnel of the Company during a period of twelve
months preceding the date of Public Announcement, i.e., June 4, 2019:
13.10.1. Aggregate of shares purchased or sold by the Promoter and Promoter Group and
persons who are in control:
26
No. of Equity Date of
Sl. Nature of
Name of Shareholder Shares Acquired/ Allotment/
No. Transaction
Sold Transaction
1. Azim H Premji 6,22,70,065 Bonus Issue* March 8, 2019
2. Yasmeen A Premji 7,08,444 Bonus Issue* March 8, 2019
3. Rishad Azim Premji 4,57,777 Bonus Issue* March 8, 2019
4. Tariq Azim Premji 1,76,666 Bonus Issue* March 8, 2019
Mr. Azim Hasham Premji Partner
5. 24,73,03,999 Bonus Issue* March 8, 2019
Representing Hasham Traders
Representing Prazim Traders
Representing Zash Traders
Hasham Investment & Trading Co.
8. 3,75,332 Bonus Issue* March 8, 2019
Private Limited
Azim Premji Philanthropic Initiatives
9. (1) 52,02,052 Bonus Issue* March 8, 2019
Private Limited
(2)
10. Azim Premji Trust 20,61,53,875 Bonus Issue* March 8, 2019
(3)
11. Azim Premji Trust 2,66,66,667 Market Sale March 8, 2019
Note:
* Since the equity shares were acquired pursuant to a bonus issue, there was no price paid for their acquisition.
Private Limited.
3. Azim Premji Trust sold 2,66,66,667 equity shares through market sale on BSE on March 8, 2019 at a maximum price of
Rs. 261.70 per equity share and a minimum price of Rs.256.00 per equity share.
13.10.2. Aggregate shares purchased or sold by the Directors of companies which are part of the
Promoter and Promoter Group:
Sl. No. of Equity Nature of Date of Allotment/
Name
No. Shares Acquired Transaction Transaction
1. Azim H Premji 6,22,70,065 Bonus Issue* March 8, 2019
2. Yasmeen A Premji 7,08,444 Bonus Issue* March 8, 2019
3. Rishad Azim Premji 4,57,777 Bonus Issue* March 8, 2019
4. Tariq Azim Premji 1,76,666 Bonus Issue* March 8, 2019
5. Pagalthivarthi Srinivasan 720 Transmission of Shares** November 29, 2018
32,063 Bonus Issue* March 8, 2019
6. Priya Mohan Sinha 24,915 Bonus Issue* March 8, 2019
7. Lakshminarayana Ramanathan 4,849 Bonus Issue* March 8, 2019
Kollengode Market Purchase at Rs. May 2, 2019
219
294.22 per share
Market Purchase at Rs. May 6, 2019
26
290.87 per share
Market Purchase at Rs. May 8, 2019
29
290.67 per share
8. Sharad Chandra Behar - - -
** Equity shares acquired in physical form through transmission and subsequently dematerialised. Since the equity shares were
acquired pursuant to a share transmission, there was no price paid for their acquisition.
13.10.3. Aggregate shares purchased or sold by the Directors and Key Managerial Personnel of
the Company:
Name Price
No. Shares Transaction Transaction
1. Azim H Premji 6,22,70,065 Bonus Issue March 8, 2019 NA*
2. Dr. Ashok S Ganguly 1,244 Bonus Issue March 8, 2019 NA*
Exercise of ADS
$0.05 per ADS
1,60,000** Restricted Stock December 19, 2018
RSU
Abidali Z Units (RSUs)
3.
Neemuchwala 1,06,666** Bonus Issue March 8, 2019 NA*
Exercise of ADS $0.05 per ADS
3,20,000** April 19, 2019
RSUs RSU
27
Name Price
No. Shares Transaction Transaction
4. Rishad Azim Premji 4,57,777 Bonus Issue March 8, 2019 NA*
5,962 Bonus Issue March 8, 2019 NA*
Jatin Pravinchandra
5. Rs. 2 per Equity
Dalal 80,000 Exercise of RSUs May 3, 2019
Share
Rs. 2 per Equity
12,000 Exercise of RSUs January 11, 2019
Share
6. M Sanaulla Khan 4,000 Bonus Issue March 8, 2019 NA*
Rs. 290.80 per
15,400 Market Sale May 10, 2019
Equity Share
**Held as ADRs representing equivalent underlying equity shares.
14. BRIEF INFORMATION OF THE COMPANY
14.1. History of the Company
Wipro Limited (“Wipro” or the “Company”) an Indian company incorporated on December 29, 1945, is
a leading global information technology, consulting and business process services company. The
Company has over 1,70,000 dedicated employees serving clients across six continents. The name of
the Company was changed from Western India Vegetable Products Limited to Wipro Products Limited
on June 7, 1977, and subsequently to Wipro Limited on April 28, 1984.
The Company has its registered office situated at Doddakannelli, Sarjapur Road, Bengaluru-560 035,
India. The Company shifted its registered office from the State of Maharashtra to the State of
Karnataka on July 10, 1996.
The Equity Shares of the Company were listed in the year 1995 on the NSE (Code: Wipro) and an
application for listing of equity shares was filed with BSE in the year 1946-47 (Code: 507685). The
ADRs of the Company were listed on NYSE (Code: WIT) in the year 2000. The ISIN Number of the
Company is INE075A01022.
14.2. Growth of Business
On standalone basis, for the financial years ended March 31, 2019, March 31, 2018 and March 31,
2017, the Company recorded total income Rs. 50,69,237 lakhs (Rupees Fifty Thousand Six Hundred
and Ninety Two Crores and Thirty Seven Lakhs only), Rs. 47,18,960 lakhs (Rupees Forty Seven
Thousand One Hundred and Eight Nine Crores and Sixty Lakhs only) and Rs. 48,61,777 lakhs
(Rupees Forty Eight Thousand Six Hundred and Seventeen Crores and Seventy Seven Lakhs only)
respectively, and profit after tax of Rs. 7,61,394 lakhs (Rupees Seven Thousand Six Hundred and
Thirteen Crores and Ninety Four Lakhs only), Rs. 7,72,284 lakhs (Rupees Seven Thousand Seven
Hundred and Twenty Two Crores and Eighty Four Lakhs only) and Rs. 8,16,168 lakhs (Rupees Eight
Thousand One Hundred and Sixty One Crores and Sixty Eight Lakhs only) respectively.
14.3. The details of changes in the share capital of the Company since incorporation as
certified by the Company is as follows:
Face Cumulative Cumulative

Number of Issue Price Nature of
Date of Allotment Value Number of paid-up share
Equity Shares (Rs.) consideration
(Rs.) Equity Shares capital (Rs.)
January 22, 1946 550 100 100 Cash 550 55,000
January 22, 1946 7,300 100 100 Cash 7,850 7,85,000
April 12, 1946 9,150 100 100 Cash 17,000 17,00,000
March 31,1971 5,667 100 NA Bonus(1) 22,667 22,66,700
July 4,1980 22,667 100 NA Bonus(2) 45,334 45,33,400
March 12,1985 1,500 100 100 Cash 46,834 46,83,400
May 7,1985 45,334 100 NA Bonus(3) 92,168 92,16,800
March 24,1987 - 10 NA Stock Split(4) 9,21,680 92,16,800
June 30,1987 9,21,680 10 NA Bonus(5) 18,43,360 1,84,33,600
28
Face Cumulative Cumulative
Number of Issue Price Nature of
Date of Allotment Value Number of paid-up share
Equity Shares (Rs.) consideration
(Rs.) Equity Shares capital (Rs.)
January 15, 1990 18,43,360 10 NA Bonus(6) 36,86,720 3,68,67,200
November 23,1992 36,86,720 10 NA Bonus(7) 73,73,440 7,37,34,400
July 7, 1995 2,65,105 10 NA Merger(8) 76,38,545 7,63,85,450
July 7,1995 76,38,545 10 NA Bonus(9) 1,52,77,090 15,27,70,900
December 4,1997 3,05,54,180 10 NA Bonus(10) 4,58,31,270 45,83,12,700
October 14,1999 - 2 NA Stock Split(11) 22,91,56,350 45,83,12,700
27,50,000 $41.375 per 23,19,06,350 46,38,12,700
October 19, 2000 2 Cash(13)
4,12,500 share (12) 23,23,18,850 46,46,37,700
October 30, 2000
October 31,2000 – March 31,2001 1,14,169 2 2 Cash(14) 23,24,33,019 46,48,66,038
April 1,2001-March 31,2002 32,670 2 2 Cash(15) 23,24,65,689 46,49,31,378
April 1,2002-March 31,2003 98,303 2 2 Cash(16) 23,25,63,992 46,51,27,984
April 1,2003-March 31,2004 1,95,160 2 2 Cash(17) 23,27,59,152 46,55,18,304
April 1,2004-June 28,2004 56,478 2 2 Cash(18) 23,28,15,630 46,56,31,260
June 29,2004 46,56,31,260 2 NA Bonus(19) 69,84,46,890 1,39,68,93,780
June 30,2004-March 31,2005 51,23,632 2 2 Cash(20) 70,35,70,522 1,40,71,41,044
April 1,2005-August 23,2005 23,23,052 2 2 Cash(21) 70,58,93,574 1,41,17,87,148
August 24,2005 70,58,93,574 2 NA Bonus(22) 1,41,17,87,148 2,82,35,74,296
August 25, 2005-March 31, 2006 1,39,67,119 2 2 Cash(23) 1,42,57,54,267 2,85,15,08,534
April 1,2006-March 31, 2007 3,32,45,383 2 2 Cash(24) 1,45,89,99,650 2,91,79,99,300
April 1, 2007-March 31, 2008 24,53,670 2 2 Cash(25) 1,46,14,53,320 2,92,29,06,640
April 1, 2008 to March 25, 2009 25,58,623 2 2 Cash(26) 1,46,40,11,943 2,92,80,23,886
March 26,2009 9,68,803 2 2 Cash(27) 1,46,49,80,746 2,92,99,61,492
April 1, 2009 to June 16, 2010 46,66,940 2 2 Cash(28) 1,46,96,47,686 2,93,92,95,372
June 17, 2010 97,97,65,124 2 NA Bonus(29) 2,44,94,12,810 4,89,88,25,620
June 18, 2010 to March 31, 2011 49,96,335 2 2 Cash(30) 2,45,44,09,145 4,90,88,18,290
April 1, 2015 to July 6, 2016 16,70,252 2 2 Cash(35) 2,47,07,13,290 4,94,14,26,580
July 7, 2016 (4,00,00,000) 2 NA Buyback(36) 2,43,07,13,290 4,86,14,26,580
July 8, 2016 to March 31, 2017 1,87,275 2 2 Cash(37) 2,43,09,00,565 4,86,18,01,130
June 15, 2017 2,43,30,74,327 2 NA Bonus(39) 4,86,61,48,654 9,73,22,97,308
June 16, 2017 to December 18, 2017 5,42,117 2 2 Cash (40) 4,86,66,90,771 9,73,33,81,542
December 19, 2017 (34,37,50,000) 2 NA Buyback(41) 4,52,29,40,771 9,04,58,81,542
December 20, 2017 to March 31, (42)
843,720 2 2 Cash 4,52,37,84,491 9,04,75,68,982
2018
(43)
April 1, 2018 to March 7, 2019 16,23,050 2 2 Cash 4,52,54,07,541 9,05,08,15,082
March 8, 2019 1,508,469,180 2 NA Bonus(44) 6,03,38,76,721 12,06,77,53,442
March 9, 2019 to March 31, 2019 58,667 2 2 Cash(45) 6,03,39,35,388 12,06,78,70,776
Notes:
(1) Bonus issue in the ratio 1:3 authorised by the shareholders through a special resolution passed in annual general meeting
of the shareholders of the Company held on September 30,1970. Bonus issue was undertaken through capitalisation of the
general reserves of the Company.
(2) Bonus issue in the ratio 1:1 authorised by the shareholders through a special resolution passed at the extra ordinary general
meeting of the shareholders of the Company held on January 22,1980. Bonus issue was undertaken through capitalisation of
the general reserves of the Company.
(3) Bonus issue in the ratio 1:1 authorised by the shareholders through a special resolution passed in the annual general
meeting of the shareholders of the Company held on December 28, 1984. Bonus issue was undertaken through capitalisation
of the general reserves of the Company.
(4) Upon subdivision of equity shares of face value of Rs. 100 (Rupees One Hundred only) each to Rs. 10 (Rupees Ten only)
approved by shareholders at the annual general meeting of the Company dated December 29, 1986.
(5) Bonus issue in the ratio 1:1 authorised by the shareholders through a special resolution passed in the extraordinary general
meeting of the shareholders of the Company held on April 29, 1987. Bonus issue was undertaken through capitalisation of the
meeting of the shareholders of the Company held on August 29, 1989. Bonus issue was undertaken through capitalisation of
the general Reserves of the Company.
meeting of the shareholders of the Company held on July 16, 1992. Bonus issue was undertaken through capitalisation of the
(8) 2,65,105 Equity Shares were allotted to the existing shareholders of Wipro Infotech Ltd. and Wipro Systems Ltd. pursuant to
29
the scheme of amalgamation between these Companies, and Wipro Limited, and their respective shareholders (the “Scheme of
Amalgamation”) which was approved by The High Court of Judicature at Bombay vide their order dated June 15, 1995.
(9) Bonus issue in the ratio 1:1 authorised by the shareholders through a resolution passed in the extraordinary general
meeting of the shareholders of the Company held on January 27,1995. Bonus issue was undertaken through capitalisation of
meeting of the shareholders of the Company held on September 4, 1997. Bonus issue was undertaken through capitalisation of
(11) Upon subdivision of equity shares of face value of Rs. 10 (Rupees Ten only) each to Rs. 2 (Rupees Two only) each
approved by shareholders at the annual general meeting of the Company dated July 29, 1999.
(12) The conversion rate of 1 US$ being Rs. 46.45 (Rupees Forty Six and Fort Five Paisa only) as per the ADR prospectus.
(13) ADRs were issued in year 2000 at issue price of $41.375/ share with a face value of Rs. 2 (Rupees Two only) (converted
to $). Rs. 57,964 lakhs (Rupees Five Hundred and Seventy Nine Crores and Sixty Four Lakhs only) was credited to share
premium account of the Company.
(14) 1,14,169 (One Lakh Fourteen Thousand One Hundred and Sixty Nine) Equity Shares of the Company allotted to various
employees of the Company pursuant to various stock option plans of the Company at an exercise price of Rs. 2 (Rupees Two
only)/ share.
(15) 32,670 (Thirty Two Thousand Six Hundred and Seventy) Equity Shares of the Company allotted to various employees of
the Company pursuant to various stock option plans of the Company at an exercise price of Rs. 2 (Rupees Two only)/share.
(16) 98,303 (Ninety Eight Thousand Three Hundred and Three) Equity Shares of the Company allotted to various employees of
the Company pursuant to various stock option plans of the Company at an exercise price of Rs. 2 (Rupees Two only)/share.
(17) 1,95,160 (One Lakh Ninety Five Thousand One Hundred and Sixty) Equity Shares of the Company allotted to various
only)/share.
(18) 56,478 (Fifty Six Thousand Four Hundred and Seventy Eight) Equity Shares of the Company allotted to various employees
of the Company pursuant to various stock option plans of the Company at an exercise price of Rs. 2 (Rupees Two only)/share.
(19) Bonus issue in the ratio 2:1 authorised by the shareholders of the Company through a special resolution passed in the
annual general meeting of the shareholders of the Company held on June 11, 2004. Bonus issue was undertaken through
capitalisation of the general reserves of the Company.
(20) 51,23,632 (Fifty One Lakhs Twenty Three Thousand Six Hundred and Thirty Two) Equity Shares of the Company allotted
to various employees of the Company pursuant to various stock option plans of the Company at an exercise price of Rs.2
(Rupees Two only)/share.
(21) 23,23,052 (Twenty Three Lakhs Twenty Three Thousand and Fifty Two) Equity Shares of the Company allotted to various
only)/share.
(22) Bonus issue in the ratio 1:1 authorised by the shareholders of the Company through a special resolution passed in the
annual general meeting of the shareholders of the Company held on July 21, 2005. Bonus issue was undertaken through
capitalisation of the capital redemption reserve and part of the share premium of the Company.
(23) 1,39,67,119 (One Crore Thirty Nine Lakhs Sixty Seven Thousand One Hundred and Nineteen) Equity Shares of the
Company allotted to various employees of the Company pursuant to various stock option plans of the Company at an exercise
price of Rs. 2 (Rupees Two only)/share.
(24) 3,32,45,383 (Three Crores Thirty Two Lakhs Forty Five Thousand Three Hundred and Eighty Three) Equity Shares of the
Company allotted to various employees of the Company pursuant to various stock option plans of the Company at an exercise
price of Rs. 2 (Rupees Two only)/share.
(25) 24,53,670 (Twenty Four Lakhs Fifty Three Thousand Six Hundred and Seventy) Equity Shares of the Company allotted to
various employees of the Company pursuant to various stock option plans of the Company at an exercise price of Rs. 2
(26) 25,58,623 (Twenty Five Lakhs Fifty Eight Thousand Six Hundred and Twenty Three) Equity Shares of the Company
allotted to various employees of the Company pursuant to various stock option plans of the Company at an exercise price of
Rs. 2 (Rupees Two only)/share.
(27) 9,68,803 (Nine Lakhs Sixty Eight Thousand Eight Hundred and Three) Equity Shares were allotted to the shareholders of
MPact Technology Services Pvt. Ltd., MPower Software Services (India) Pvt Ltd. and CMango India Pvt. Ltd. pursuant to the
scheme of amalgamation between these companies, Wipro Limited, and their respective shareholders, which was approved by
the High Court of Karnataka vide order dated January 10, 2008 and High Court of Judicature at Bombay vide order dated
March 14,2008.
(28) 46,66,940 (Forty Six Lakhs Sixty Six Thousand Nine Hundred and Forty) Equity Shares of the Company allotted to various
only)/share.
(29) Bonus issue in the ratio 2:3 authorised by the shareholders of the Company through postal ballot on June 4, 2010. Bonus
issue was undertaken through capitalisation of the securities premium of the Company.
(30) 49,96,335 (Forty Nine Lakhs Ninety Six Thousand Three Hundred and Thirty Five) Equity Shares of the Company allotted
to various employees of the Company pursuant to various stock option plans of the Company at an exercise price of Rs. 2
(31) 43,47,083 (Forty Three Lakhs Forty Seven Thousand and Eighty Three) Equity Shares of the Company allotted to various
only)/share.
(32) 41,78,502 (Forty One Lakhs Seventy Eight Thousand Five Hundred and Two) Equity Shares of the Company allotted to
(33) 33,82,543 (Thirty Three Lakhs Eighty Two Thousand Five Hundred and Forty Three) Equity Shares of the Company
(34) 27,25,765 (Twenty Seven Lakhs Twenty Five Thousand Seven Hundred and Sixty Five) Equity Shares of the Company
(35) During the period April 1, 2015 to March 31, 2016, 16,70,252 (Sixteen Lakhs Seventy Thousand Two Hundred and Fifty
Two) Equity Shares of the Company allotted to various employees of the Company pursuant to various stock option plans of
the Company at an exercise price of Rs. 2 (Rupees Two only)/share. There were no allotments of equity shares during the
period April 1, 2016 to July 6, 2016.
(36) 4,00,00,000 (Four Crores) Equity Shares were bought back by the Company from its shareholders through the tender offer
30
route at a price of Rs. 625 (Six Hundred and Twenty Five Only)/ share.
(37) 1,87,275 (One Lakh Eighty Seven Thousand Two Hundred and Seventy Five) Equity Shares of the Company allotted to
(38) 21,73,762 (Twenty One Lakhs Seventy Three Thousand Seven Hundred and Sixty Two) Equity Shares of the Company
(39) Bonus issue in the ratio 1:1 authorised by the shareholders through postal ballot on June 3, 2017. Bonus issue was
undertaken through capitalisation of the general reserves of the Company.
(40) 5,42,117 (Five Lakhs Forty Two Thousand One Hundred and Seventeen) Equity Shares of the Company allotted to various
only)/share.
(41) 34,37,50,000 (Thirty Four Crores Thirty Seven Lakhs and Fifty Thousand) Equity Shares were bought back by the
Company from its shareholders through the tender offer route at a price of Rs. 320/- (Three Hundred and Twenty only)/ share.
(42) 8,43,720 (Eight Lakhs Forty Three Thousand Seven Hundred and Twenty) Equity Shares of the Company allotted to
various employees of the Company pursuant to various stock option plans of the Company at an exercise price of Rs.2
(Rupees Two only)/ share.
(43) 16,23,050 (Sixteen Lakhs Twenty Three Thousand and Fifty) Equity Shares of the Company allotted to various employees
of the Company pursuant to various stock option plans of the Company at an exercise price of Rs.2 (Rupees Two only)/ share.
(44) Bonus issue in the ratio 1:3 authorised by the shareholders through postal ballot on February 22, 2019. Bonus issue was
undertaken through capitalisation of free reserves, securities premium account and capital redemption reserve of the Company.
(45) 58,667 (Fifty Eight Thousand Six Hundred and Sixty Seven) Equity Shares of the Company allotted to various employees
of the Company pursuant to various stock option plans of the Company at an exercise price of Rs.2 (Rupees Two only)/ share.
(46) 14,24,187 (Fourteen Lakhs Twenty Four Thousand One Hundred and Eighty Seven) Equity Shares of the Company
Rs.2 (Rupees Two only)/ share.
14.4. The details of the Board of Directors as on date of Public Announcement, i.e., June 4,
2019 are as follows:
Date of
Name and Age Directorships in Other Companies and
Designation Qualifications Appointment/
of the Director Bodies Corporate
Reappointment
 Wipro Enterprises Private Limited
 Wipro GE Healthcare Private Limited
 Prazim Trading and Investment Co.
Private Limited
 Tarish Investment and Trading Co.
Private Limited
 Hasham Investment and Trading Co.
Private Limited
 Azim Premji Philanthropic Initiatives
Mr. Azim Graduate in
Chairman and Private Limited
Electrical September 1,
Hasham Premji Managing
Engineering, 1968  Azim Premji Safe Deposit Company
Age: 73 Director Private Limited
Stanford University
 Azim Premji Custodial and Management
Services Private Limited
 Azim Premji Trust Services Private
Limited
 Azim Premji Trustee Company Private
Limited
 Azim Premji Foundation For
Development
 Azim Premji Foundation
 Piramal Enterprises Limited
Mr. N Vaghul  IKP Trusteeship Services Private
Independent
B.Com (Hons) June 9, 1997 Limited
Age: 82 Director
 Apollo Proton Therapy Cancer Centre
Private Limited
Dr. Ashok
Independent MS and PHD
Sekhar Ganguly January 1, 1999 -
Director B.Sc.(Hons)
Age: 83
 Asian Paints Limited
 Ambuja Cements Limited
 Gwalior Webbing Co. Private Limited
 Indian School of Business
BA, BL, PGDPM,  BIC Cello (India) Private Limited
Mr. M K Sharma Independent
Diploma in Labour July 1, 2011
Age: 72 Director
Law  Atria Convergence Technologies Limited
 Anglo Scottish Education Society Limited
 East India Investment Co. Private Limited
 United Spirits Limited
 Vedanta Limited
31
Date of
Name and Age Directorships in Other Companies and
Designation Qualifications Appointment/
of the Director Bodies Corporate
Reappointment
 AEA Investors Asia Ltd
MBA(hons)  Red Bison Advisory Group LLC
Mr. William B.S(Mathematics)  Versium
Arthur Owens Independent
Director
B.A. and M.A. in July 1, 2006  Tethr
Age: 79 Politics, Philosophy  Carillon Technologies
and Economics
 Sarcos
 Knowlabs
 The Indian Hotels Company Limited
 Vidhi Centre For Legal Policy
 Godrej Consumer Products Limited
 Housing Development Finance
Ms. Ireena Vittal Independent Graduate Degree in
October 1, 2013 Corporation Limited
Age: 50 Director Electronics and MBA
 Compass Plc
 Titan Company Limited
 Foundation to Educate Girls Globally
 Jal Seva Charitable Foundation
 Reliance Industries Limited
 Piramal Enterprises Limited
Ms. Arundhati Graduate degree  CRISIL Limited
Independent
Bhattacharya and Master’s in January 1, 2019  Swift India Domestic Services Private
Director
Age: 63 English Literature Limited
 OM Abode Innovation Foundation
Centre
Dr. Patrick John PHD, MS.(Physics)
Independent MBA
Ennis April 1, 2016 -
Director BS(Mathematics &
Age: 55
Physics)
Mr. Patrick Graduated from the
Dupuis Independent Ecole de -
April 1, 2016
Director Management de
Age: 56
Lyon, France
Mr. Abidali Z BE (Electronics and
CEO and
Neemuchwala Communications) February 1,  Texas Economic Development
Executive
Masters in Industrial 2016 Corporation
Age: 51 Director
Management
 Wipro Enterprises Private Limited
Executive
Mr. Rishad A  Azim Premji Foundation
Director and MBA
Premji
Chief Strategy BA(Economics)
May 1, 2015  Wipro GE Healthcare Private Limited
Age: 42
Officer  Azim Premji Philanthropic Initiatives
Private Limited
14.5. The details of changes in the Board of Directors during the three years preceding the date
of the Public Announcement, i.e., June 4, 2019 are as follows:
Appointment/
Name of the Director Effective Date Reasons
Resignation
Mr. M K Sharma Re-appointment July 1, 2016 New term
Dr. Jagdish N Sheth Retired July 18, 2016 -
Mr. Vyomesh Joshi Resigned July 19, 2016 -
Mr. N Vaghul Re-appointment August 1, 2016 New term
Dr. Ashok S Ganguly Re-appointment August 1, 2016 New term
Mr. T.K.Kurien Retired January 31, 2017 Retirement pursuant to superannuation
Mr. Azim H Premji Re-appointment July 31, 2017 -
Mr. William A Owens Re-appointment August 1, 2017 New term
Mrs. Ireena Vittal Re-appointment October 1, 2018 New term
Mrs. Arundhati Bhattacharya Appointment January 1, 2019 Appointment as Independent Director
The Board of Directors at their meeting held on June 6, 2019 and the shareholders at the 73rd annual general meeting held on
July 16, 2019, have approved the following:
1. Re-appointment of Mr. Rishad A Premji as Whole-Time Director for a period of 5 years with effect from July 31, 2019 to
July 30, 2024 (designated as Executive Chairman by the Board of Directors).
2. Appointment of Mr. Azim H Premji as Non-Executive Director for a period of 5 years with effect from July 31, 2019 to July
30, 2024 and conferred him with the title of Founder Chairman of the Company. Mr. Azim H Premji retired from his position
as Executive Chairman and Managing Director effective July 30, 2019.
3. Re-designated and appointed Mr. Abidali Z Neemuchwala as Managing Director of the Company with effect from July 31,
2019 till the end of his current term, in addition to his existing position as Chief Executive Officer of the Company.
Mr. N Vaghul, Independent Director and Dr. Ashok Sekhar Ganguly, Independent Director, retire from the Company’s Board of
Directors effective July 31, 2019, after the cessation of their tenure pursuant to Section 149 (11) of the Companies Act.
32
14.6. The Buyback will not result in any benefit to the Promoter and Promoter Group or any
Directors except to the extent of the cash consideration received by them from the
Company pursuant to their respective participation in the Buyback in their capacity as
Equity Shareholders of the Company, and the change in their shareholding as per the
response received in the Buyback, as a result of the extinguishment of Equity Shares,
which will lead to reduction in the equity share capital of the Company post the Buyback.
15. FINANCIAL INFORMATION ABOUT THE COMPANY
15.1. The salient financial information of the Company as extracted from the audited
standalone financial statements for the three years ended March 31, 2019, March 31,
2018 and March 31, 2017 are as under:
(Rs. in lakhs unless stated otherwise)
Year Ended
Particulars March 31, 2019 March 31, 2018 March 31, 2017
(Audited) (Audited) (Audited)
Total Income 50,69,237 47,18,960 48,61,777
Total Expenses (Excluding Interest and Depreciation) 39,36,271 35,75,615 36,49,078
Interest 52,496 38,430 39,223
Depreciation 93,429 1,01,483 1,04,766
Profit before tax 9,87,041 10,03,432 10,68,710
Provision for tax (including Deferred Tax) 2,25,647 2,31,148 2,52,542
Profit/ (Loss) after tax 7,61,394 7,72,284 8,16,168
Equity Share Capital 1,20,679 90,476 48,618
Reserves & Surplus* 48,18,520 41,35,779 46,21,943
Net worth* 49,39,199 42,26,259 46,70,561
Debt (excluding working capital loans) 2,200 7,242 1,14,626
Total Debt (including working capital loans) 5,07,417 4,72,008 6,16,491
*Excluding revaluation reserves and miscellaneous expenditure to the extent not written off
Key Financial Ratios

Year Ended
Key Ratios
(1)
Earnings per Share – Basic (Rs.) 12.67 12.19 12.60
(1)
Earnings per Share – Diluted (Rs.) 12.64 12.17 12.57
(2)
Book Value Per Share (Rs.) 81.86 71.67 72.05
(3)
Return on Net worth (%) 15.42% 18.27% 17.47%
(4)
Debt-Equity Ratio (in times) 0.10 0.11 0.13
(5)
Total Debt/ Net worth 0.10 0.11 0.13
Note:
 The Company had completed the allotment of 243,30,74,327 (Two Hundred and Forty Three Crores Thirty Lakhs Seventy
Four Thousand Three Hundred and Twenty Seven) bonus shares (in the proportion of 1:1 i.e.1 (One) bonus equity share of
Rs. 2 (Rupees Two only) each for every 1 (One) fully paid-up equity share held (including ADS holders) as approved by the
shareholders of the Company on June 3, 2017 through Postal Ballot /e-voting). For this purpose, June 14, 2017, was fixed
as the record date. Earnings per share (basic and diluted) and Book Value per share for year ended March 31, 2017 as
presented in table above have been adjusted for the issue of bonus shares.
 The Company further completed the allotment of 150,84,69,180 (One Hundred and Fifty Crores Eighty Four Lakhs Sixty
Nine Thousand One Hundred and Eighty) bonus shares (in the proportion of 1:3 i.e.1 (One) bonus equity share of Rs. 2
(Rupees Two only) each for every 3 (Three) fully paid-up equity share held (including ADS holders) as approved by the
shareholders of the Company on February 22, 2019 through Postal Ballot/e-voting). For this purpose, March 7, 2019, was
fixed as the record date. Earnings per share (basic and diluted) and Book Value per share for year ended March 31, 2018
and 2017 as presented in table above have been adjusted for the issue of bonus shares.
Below are the formulae used for computation of the above ratios:
(1) Earnings per Share = Profit After Tax/Weighted Average Number of Shares outstanding for the period
(2) Book value per Share = Net Worth (excluding Revaluation Reserves)/ Number of Shares at the end of the period
(3) Return on Net Worth = Profit After Tax/ Net Worth (excluding revaluation reserves).
(4) Debt-Equity Ratio = Total Debt/ Net Worth (excluding revaluation reserves)
(5) Total Debt/ Net Worth = Total Debt/ Net Worth (excluding revaluation reserves)
15.2. The salient financial information of the Company as extracted from the audited
consolidated financial statements for the three years ended March 31, 2019, March 31,
2018 and March 31, 2017 are as under:
33
(Rs. in lakhs unless stated otherwise)
Year Ended
Total Income 61,63,271 57,03,569 57,99,512
Total Expenses 47,40,218 44,09,994 44,12,754
Interest 73,746 58,306 51,825
Depreciation 1,94,665 2,11,175 2,30,999
Shares of profit/ (loss) of equity accounted investee (431) 112 -
Profit before tax 11,54,219 10,24,206 11,03,934
Provision for tax (including Deferred Tax) 2,52,431 2,23,905 2,52,135
Profit after tax 9,01,788 8,00,301 8,51,789
Profit attributable to equity holders of the Company 9,00,365 8,00,271 8,49,312
Profit attributable to Non-controlling interest 1,415 26 2,477
Equity Share Capital 1,20,679 90,476 48,618
Reserves & Surplus* 55,21,574 47,02,142 51,18,406
Net worth* 56,42,252 47,92,619 51,67,024
Debt (excluding working capital loans) 2,83,676 4,52,685 1,96,107
Total Debt (including working capital loans) 9,64,530 12,48,660 13,63,517
*Excluding revaluation reserves and miscellaneous expenditure to the extent not written off
Key Financial Ratios

Year Ended
Key Ratios
(1)
Earnings per Share – Basic (Rs.) 14.99 12.64 13.11
(1)
Earnings per Share – Diluted (Rs.) 14.95 12.61 13.08
(2)
Book Value Per Share (Rs.) 93.51 81.28 79.71
(3)
Return on Net worth (%) 15.96% 16.70% 16.44%
(4)
Debt-Equity Ratio (in times) 0.17 0.26 0.26
(5)
Total Debt/ Net worth 0.17 0.26 0.26
Note:
 The Company had completed the allotment of 243,30,74,327 (Two Hundred and Forty Three Crores Thirty Lakhs Seventy
Four Thousand Three Hundred and Twenty Seven) bonus shares (in the proportion of 1:1 i.e.1 (One) bonus equity share of
Rs. 2 (Rupees Two only) each for every 1 (One) fully paid-up equity share held (including ADS holders) as approved by the
shareholders of the Company on June 3, 2017 through Postal Ballot /e-voting). For this purpose, June 14, 2017, was fixed
as the record date. Earnings per share (basic and diluted) and Book Value per share for year ended March 31, 2017 as
presented in table above have been adjusted for the issue of bonus shares.
 The Company further completed the allotment of 150,84,69,180 (One Hundred and Fifty Crores Eighty Four Lakhs Sixty
Nine Thousand One Hundred and Eighty) bonus shares (in the proportion of 1:3 i.e.1 (One) bonus equity share of Rs. 2
(Rupees Two only) each for every 3 (Three) fully paid-up equity share held (including ADS holders) as approved by the
shareholders of the Company on February 22, 2019 through Postal Ballot /e-voting). For this purpose, March 7, 2019, was
fixed as the record date. Earnings per share (basic and diluted) and Book Value per share for year ended March 31, 2018
and 2017 as presented in table above have been adjusted for the issue of bonus shares.
Below are the formulae used for computation of the above ratios:
(1) Earnings per Share = Profit After Tax/Weighted Average Number of Shares outstanding for the period
(2) Book value per Share = Net Worth (excluding Revaluation Reserves)/ Number of Shares at the end of the period
(3) Return on Net Worth = Profit After Tax attributable to equity holders of the Company / Net Worth (excluding revaluation
reserves).
(4) Debt-Equity Ratio = Total Debt/ Net Worth (excluding revaluation reserves)
(5) Total Debt/ Net Worth = Total Debt/ Net Worth (excluding revaluation reserves)
15.3. The Company shall comply with the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, wherever and if applicable. The Company hereby declares
that it has complied with Sections 68, 69 and 70 of the Companies Act and the SCD
Rules.
16. STOCK MARKET DATA
16.1. The Equity Shares are currently listed and traded only on the BSE and the NSE.
16.2. The high, low and average market prices in preceding three calendar years and the
monthly high, low and average market prices for the six months preceding the date of the
34
Public Announcement, i.e., June 4, 2019 and the corresponding volumes on the NSE
(stock exchange where the Company’s shares are most frequently traded) are as follows:
Date of High Date of Low Total Volume

High Price Price & Number Low Price Price & Number Average Traded in the
Period
(Rs) of shares traded (Rs) of shares traded Price (Rs) period (No. of
on that date on that date shares)
PRECEDING 3 YEARS
March 6, 2019 – 06-Mar-19 26-Mar-19
285.90 253.40 259.77 13,40,67,250
March 31, 2019 (1) (2,15,07,060) (38,50,516)
April 1, 2018 – 26-Feb-19 06-Jun-18
388.95 253.50 307.84 91,67,73,969
March 5, 2019 (1) (38,02,537) (19,04,820)
June 13, 2017 – 16-Jan-18 03-Jul-17
334.00 252.00 290.54 56,37,83,428
March 31, 2018 (2) (61,66,445) (20,89,768)
April 1, 2017 – 06-Jun-17 21-Apr-17
568.00 483.00 514.79 8,35,45,843
June 12, 2017 (2) (20,71,865) (15,83,588)
April 1, 2016 – 20-Apr-16, 09-Nov-16,
607.00 408.10 504.65 35,63,51,160
March 31, 2017 (46,93,918) (21,67,264)
PRECEDING 6 MONTHS
June 2019 (till June 04-Jun-19 3-Jun-19
295.95 287.25 292.53 1,69,35,005
4, 2019) (11,081,667) (58,53,338)
02-May-19 28-May-19
May 2019 298.85 279.65 287.22 15,34,19,897
(45,39,125) (4,41,37,428)
30-Apr-19 04-Apr-19
April 2019 299.45 254.95 279.14 17,84,92,453
(73,39,917) (64,19,198)
March 6, 2019 – 06-Mar-19 26-Mar-19
285.90 253.40 259.77 13,40,67,250
March 31, 2019 (2,15,07,060) (38,50,516)
March 1, 2019 – 01-Mar-19 05-Mar-19
378.35 362.00 369.65 2,05,52,407
March 5, 2019 (70,36,417) (1,35,15,990)
26-Feb-19 20-Feb-19
February 2019 388.95 361.20 374.37 7,32,76,126
(38,02,537) (44,10,484)
31-Jan-19 14-Jan-19
January 2019 371.40 311.35 338.43 13,89,76,760
(76,94,071) (69,13,323)
13-Dec-18 26-Dec-18
December 2018 343.95 319.35 331.65 7,76,41,497
(51,48,093) (23,55,520)
Source: www.nseindia.com
Note: High and Low price for the period are based on intra-day prices and Average Price is based on average of closing price.
Market data for prior periods have been depicted at actuals and not been restated to reflect bonus issues from time to time.
Hence, the market data may not be comparable in such cases.
(1) Ex-date of Bonus issue of (1:3) on March 6, 2019
(2) Ex-date of Bonus issue of (1:1) on June 13, 2017
(3) In case where the same price falls on two or more days, the day with the highest traded shares is considered
16.3. The high, low and average market prices in preceding three calendar years and the monthly
high, low and average market prices for the six months preceding the date of the Public
Announcement, i.e., June 4, 2019 and the corresponding volumes on BSE are as follows:
Period
PRECEDING 3 YEARS
March 6, 2019 – 06-Mar-19 26-Mar-19
285.40 253.40 259.62 5,41,20,175
March 31, 2019 (1) (8,96,445) (1,88,451)
April 1, 2018 – 25-Feb-19 06-Jun-18
396.00 253.50 307.87 6,71,50,653
March 5, 2019 (1) (1,68,425) (48,872)
June 13, 2017 – 16-Jan-18 21-Jun-17
334.75 252.10 290.48 6,08,95,621
March 31, 2018 (2) (4,10,091) (2,66,565)
April 1, 2017 – 06-Jun-17 24-Apr-17
567.85 484.75 514.52 1,04,36,801
June 12, 2017 (2) (7,50,997) (89,867)
April 1, 2016 – 20-Apr-16, 09-Nov-16,
606.75 410.00 504.44 6,53,65,807
March 31, 2017 (8,83,807) (1,33,568)
PRECEDING 6 MONTHS
June 2019 (till June 04-Jun-19 03-Jun-19
296.00 287.10 292.60 11,38,663
4, 2019) (8,36,656) (3,02,007)
02-May-19 28-May-19
May 2019 299.25 279.80 287.37 74,78,091
(2,63,668) (5,00,485)
30-Apr-19 04-Apr-19
April 2019 299.20 254.90 279.14 5,63,18,039
(3,15,054) (4,47,43,643)
35
Period
March 6, 2019 – 06-Mar-19 26-Mar-19
285.40 253.40 259.62 5,41,20,175
March 31, 2019 (8,96,445) (1,88,451)
March 1, 2019 – 01-Mar-19 05-Mar-19
378.00 361.20 369.55 11,01,651
March 5, 2019 (4,07,642) (6,94,009)
25-Feb-19 20-Feb-19
February 2019 396.00 361.45 374.42 36,79,030
(1,68,425) (1,25,778)
31-Jan-19 14-Jan-19
January 2019 370.95 312.20 338.52 83,33,457
(1,76,416) (5,51,666)
13-Dec-18 21-Dec-18
December 2018 344.00 308.90 331.67 60,47,454
(3,35,471) (6,44,963)
Source: www.bseindia.com
Note: High and Low price for the period are based on intra-day prices and Average Price is based on average of closing price.
Market data for prior periods have been depicted at actuals and not been restated to reflect bonus issues from time to time.
Hence, the market data may not be comparable in such cases.
(1) Ex-date of Bonus issue of (1:3) on March 6, 2019
(2) Ex-date of Bonus issue of (1:1) on June 13, 2017
(3) In case where the same price falls on two or more days, the day with the highest traded shares is considered
16.4. The Company’s ADSs, as evidenced by ADRs, are traded in the U.S. on the NYSE under
the ticker symbol “WIT”.
16.5. Notice of the Board Meeting convened to consider the proposal of the Buyback was given
to the NSE and BSE on April 10, 2019. The proposal for the Buyback was approved at
the Board Meeting and the intimation was sent to NSE, BSE and NYSE on the same day.
The closing market price of the Equity Shares on NSE, BSE and NYSE, during this
period, are summarised below.
NSE BSE ADS
Event Date
(In INR) (In INR) (In USD)
Notice of the Board Meeting convened to consider
April 10, 2019 281.00 281.00 4.30
the proposal of the Buyback
1 (One) Trading Day Post-Notice of Board Meeting April 11, 2019 281.30 281.30 4.31
1 (One) Trading Day Prior to Board Meeting April 15, 2019 287.70 288.15 4.39
Board Meeting Date April 16, 2019 280.90 281.10 4.24
1 (One) Trading Day Post-Board Meeting April 18, 2019 284.80 284.80 4.25*
*ADS price has been considered as of April 17, 2019, being the next trading day on the NYSE post the Board Meeting.
16.6. The Buyback Price is at a premium of 13.59% over the volume weighted average price of
an ADS on the NYSE for the 60 (Sixty) trading days preceding the date of the notice to
the Indian Stock Exchanges of the Board meeting to consider the proposal of the
Buyback, i.e., April 10, 2019. The Buyback Price is at a premium of 14.82% over the
volume weighted average market price of an ADS on the NYSE for 10 (Ten) trading days
preceding the date of the notice to the Indian Stock Exchanges of the Board meeting to
consider the proposal of the Buyback, i.e. April 10, 2019. The Buyback Price will be paid
in Indian rupees. These amounts are based on the exchange rate of Rs. 69.51 (Rupees
Sixty Nine and Fifty One Paise only) per USD as published by the Federal Reserve Board
of Governors on April 16, 2019. Fluctuations in the exchange rate between the Indian
rupee and the U.S. dollar will affect the U.S. dollar equivalent of the Buyback.
Shareholders are urged to obtain current exchange rate information before making any
decision with respect to the Buyback.
17. DETAILS OF THE STATUTORY APPROVALS

17.1. The Buyback is subject to approvals, if any, required under the provisions of the
Companies Act, the Buyback Regulations, and applicable rules and regulations as
specified by RBI under FEMA and/or such other applicable rules and regulations for the
time being in force. As on date, there are no other statutory or regulatory approvals
required to implement the Buyback other than those indicated above.
36
17.2. Buyback from Non-Resident Shareholders will be subject to approvals, if any, of the
appropriate authorities as applicable. Non-Resident Shareholders must obtain all
approvals if required to tender the Equity Shares held by them in this Buyback (including
without limitation the approval from the RBI). It is the obligation of such Non-Resident
Shareholders, NRI, OCB shareholders, to obtain such approvals (if required) and submit
such approvals along with the Tender Form, so as to enable them to tender Equity
Shares in the Buyback and for the Company to purchase such Equity Shares, tendered.
The Company will have the right to make payment to such Eligible Shareholders in
respect of whom no prior RBI approval is required and not Accept Equity Shares from the
Eligible Shareholders in respect of whom prior RBI approval is required in the event
copies of such approvals are not submitted.
17.3. By participating in the Buyback, the Non-Resident Shareholders give the Company the
authority to make, sign, execute, deliver, acknowledge and perform all applications to file
regulatory reporting(s), if required, including the form FC-TRS, if necessary and such
Non-Resident Shareholders undertake to provide assistance to the Company for such
regulatory reporting, if required by the Company.
17.4. As of date of this Letter of Offer, there are no statutory or regulatory approvals required to
implement the Buyback, other than as indicated above. If any statutory or regulatory
approvals become applicable subsequently, the Buyback will be subject to such statutory
or regulatory approvals. In the event that the receipt of any statutory/regulatory approvals
are delayed, changes to the proposed timetable of the Buyback, if any, shall be intimated
to BSE, NSE and the NYSE.
18. DETAILS OF THE REGISTRAR TO THE BUYBACK AND COLLECTION CENTRES
18.1. Eligible Shareholders who wish to tender their Equity Shares in the Buyback can send by
registered post/speed post or hand deliver the Tender Form, TRS generated by the
exchange bidding system along with all the relevant documents by super-scribing the
envelope as “Wipro Buyback Offer 2019”, to the Registrar at its office set out below so
that the same are received by Wednesday, August 28, 2019:
Karvy Fintech Private Limited

Karvy Selenium, Tower- B, Plot No 31 & 32, Financial district, Nanakramguda,
Gachibowli, Hyderabad, Telangana State, 500032, India.
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Email: [email protected]
Website: https://karisma.karvy.com
Contact Person: Mr. M. Murali Krishna
SEBI Regn. No.: INR000000221
Corporate Identification Number: U72400TG2017PTC117649
ELIGIBLE SHAREHOLDERS HOLDING AND TENDERING EQUITY SHARES IN

DEMAT FORM ARE NOT REQUIRED TO SUBMIT THE TENDER FORM AND THE
TRS.
THE TENDER FORM AND OTHER RELEVANT DOCUMENTS SHOULD NOT BE SENT
TO THE COMPANY OR TO THE MANAGER TO THE BUYBACK.
19. PROCESS AND METHODOLOGY FOR THE BUYBACK
19.1. The Company proposes to Buyback up to 32,30,76,923 (Thirty Two Crores Thirty Lakhs
Seventy Six Thousand Nine Hundred and Twenty Three only) fully paid-up Equity Shares
from the Eligible Shareholders as on the Record Date, on a proportionate basis, through
37
the Tender Offer route at the Buyback Price, i.e., Rs. 325/- (Rupees Three Hundred and
Twenty Five only) per Equity Share, payable in cash for an aggregate amount of Rs.
105,00,00,00,000/- (Rupees Ten Thousand Five Hundred Crores only). The maximum
number of Equity Shares proposed to be bought back represents 5.35% of the total
issued and paid-up equity share capital of the Company as at March 31, 2019. The
Buyback is in accordance with Article 8.2 of the Articles, Sections 68, 69 and 70 and all
other applicable provisions of the Companies Act, the SCD Rules, the Management Rules
and the Buyback Regulations and subject to such conditions and modifications, if any, as
may be prescribed or imposed by the appropriate authorities while granting such
approvals, permissions and sanctions, which may be agreed by the Board. The Buyback
Size is 23.03% and 20.39% of the fully paid-up equity share capital and free reserves as
per the latest audited balance sheet of the Company for the financial year ended March
31, 2019 (the last audited balance sheet available as on the date of the Board Meeting
approving the Buyback) on standalone and consolidated basis, respectively. The Equity
Shareholders of the Company approved the Buyback, by way of a special resolution,
through postal ballot (including e-voting), the results of which were announced on June 3,
2019.
19.2. The aggregate shareholding of the Promoter and Promoter Group as at the date of the
Public Announcement is 4,45,59,97,065 (Four Hundred and Forty Five Crores Fifty Nine
Lakhs Ninety Seven Thousand and Sixty Five) Equity Shares which represents 73.83% of
the existing equity share capital of the Company. In terms of the Buyback Regulations,
under the Tender Offer route, the Promoters and Promoter Group have the option to
participate in the Buyback. In this regard, the Promoter and Promoter group have
expressed their intention vide their letters dated April 16, 2019 to participate in the
Buyback and may tender up to an aggregate maximum number of 4,37,14,64,533 (Four
Hundred and Thirty Seven Crores Fourteen Lakhs Sixty Four Thousand Five Hundred
and Thirty Three) Equity Shares or such lower number of shares in accordance with the
provisions of the Buyback Regulations/terms of the Buyback. Please refer to paragraph
9.2 on page 18 of this Letter of Offer for details on participation by the Promoter and
Promoter Group.
19.3. Assuming Acceptance of all Equity Shares tendered in the Buyback from the Eligible
Shareholders up to their respective Buyback Entitlement, the shareholding of the
Promoter and Promoter Group after the completion of the Buyback may increase from
73.83% to 74.39% of the post-Buyback total paid-up equity share capital of the Company.
Also, if none of the public shareholders participate and only the Promoter and Promoter
Group participate to the extent of the Buyback Entitlement, their shareholding may reduce
from 73.83% to 72.90% of the total equity share capital of the Company.
19.4. The Company expresses no opinion as to whether Eligible Shareholders should

participate in the Buyback or not and, accordingly, Eligible Shareholders are advised to
consult their own advisors to consider participation in the Buyback.
19.5. Record Date and Ratio of Buyback as per the Buyback Entitlement in each
Category:
19.5.1. On June 3, 2019, the Company announced June 21, 2019 as the Record Date for the
purpose of determining the Buyback Entitlement and the names of the Eligible
Shareholders.
19.5.2. Holders of ADSs will not be eligible to tender ADSs in the Buyback. In order for such
holders to participate in the Buyback, they must become direct holders of Equity Shares
38
as of the Record Date. They, therefore, need to (i) establish an account with a bank,
broker or other nominee in India sufficiently in advance of the Record Date to receive the
withdrawn Equity Shares in DR type electronic dematerialized form (a “Brokerage
Account”) prior to the Record Date, (ii) submit the desired number of ADSs to JPMorgan
Chase Bank, N.A., as the ADR depositary (the “Depositary”) for cancellation and
withdraw the underlying Equity Shares no later than 12:00 noon New York City time on
June 17, 2019 (“Equity Share Withdrawal”) and (iii) after receiving the Equity Shares in
the Brokerage Account, tender into the Buyback any or all such withdrawn Equity Shares
when the offering period for the Buyback commences. Equity Shares may only be
delivered to a DR type demat account. In order to receive the underlying Equity Shares,
the Brokerage Account must be a DR type demat account. Prior to the Record Date,
holders of ADSs have previously received notice of the Buyback and information
regarding surrendering the ADSs to the Depositary for cancellation and withdrawing the
underlying Equity Shares through the Postal Ballot Notice such that they could become
holders of Equity Shares as of the Record Date and be eligible to participate in the
Buyback. Equity Shares trade on the Stock Exchanges and cannot be traded on the
NYSE. Due to uncertainties in Indian law and the terms of the deposit agreement, upon
withdrawal of the Equity Shares underlying the ADSs, holders of Equity Shares currently
do not have any right to re-deposit such Equity Shares into the ADR program to receive
ADSs. There is no guarantee that any ADS holder that submits its ADSs for cancellation
and withdrawal of the underlying Equity Shares will be able to tender successfully into the
Buyback any or all of such Equity Shares. Participation in the Buyback may trigger
additional Indian capital gains taxation and other substantial burdens that would not be
applicable to sales of ADSs on the NYSE. ADS holders are advised to consult their own
legal, financial and tax advisors prior to participating in the Buyback and requesting that
the Depositary effect an Equity Share Withdrawal, including regarding advice related to
any regulatory approvals and U.S., Indian and other tax considerations. Holders of ADSs
who decide to withdraw the underlying Equity Shares will be responsible for all related
taxes, duties and fees, including fees payable to the Depositary to cancel the ADSs.
19.5.3. The Equity Shares to be bought back as a part of this Buyback are divided into two
categories:
19.5.3.1. Reserved category for Small Shareholders (“Reserved Category”); and
19.5.3.2. General Category for all other Eligible Shareholders (“General Category”).
19.5.4. As defined in the Buyback Regulations, Small Shareholder includes a shareholder, who
holds shares whose market value, on the basis of closing price on the recognized stock
exchange registering the highest trading volume, as on Record Date, is not more than
Two Lakh Rupees. As on the Record Date, the closing price on NSE was Rs. 285.85 /-
(Rupees Two Hundred Eighty Five and Eighty Five Paise only) respectively. Accordingly,
all Eligible Shareholders holding not more than 699 (Six Hundred and Ninety Nine) Equity
Shares as on the Record Date are classified as ‘Small Shareholders’ for the purpose of
the Buyback.
19.5.5. Based on the above definition, there are 5,15,732 (Five Lakhs Fifteen Thousand Seven
Hundred and Thirty Two) Small Shareholders in the Company with aggregate
shareholding of 11,53,51,903 (Eleven Crores Fifty Three Lakhs Fifty One Thousand Nine
Hundred and Three) Equity Shares as on the Record Date, which constitutes 1.91% of
the outstanding number of Equity Shares of the Company and 35.70% of the maximum
number of Equity Shares which the Company proposes to buy back as a part of this
Buyback.
39
19.5.6. In compliance with Regulation 6 of the Buyback Regulations, the reservation for the Small
Shareholders, will be the higher of:
19.5.6.1. Fifteen percent of the number of Equity Shares which the Company proposes to Buyback
i.e. 15% of 32,30,76,923 (Thirty Two Crores Thirty Lakhs Seventy Six Thousand Nine
Hundred and Twenty Three) Equity Shares which is 4,84,61,539 (Four Crores Eighty Four
Lakhs Sixty One Thousand Five Hundred and Thirty Nine) Equity Shares; or
19.5.6.1.1. The number of Equity Shares entitled as per their shareholding as on the Record Date
i.e.(11,53,51,903/6,03,53,59,575) x 32,30,76,923 which is 61,74,867 (Sixty One Lakhs
Seventy Four Thousand Eight Hundred and Sixty Seven) Equity Shares.
19.5.6.1.2. All the outstanding fully paid-up Equity Shares have been used for computing the
Buyback Entitlement of Small Shareholders since the Promoter and Promoter Group also
intend to offer Equity Shares held by them in the Buyback.
19.5.6.1.3. Based on the above and in accordance with Regulation 6 of the Buyback Regulations,
4,84,61,539 (Four Crores Eighty Four Lakhs Sixty One Thousand Five Hundred and
Thirty Nine) fully paid-up Equity Shares have been reserved for Small Shareholders.
Accordingly, General Category for all other Eligible Shareholders shall consist of
27,46,15,384 (Twenty Seven Crores Forty Six Lakhs Fifteen Thousand Three Hundred
and Eighty Four) Equity Shares.
19.5.7. Based on the above Buyback Entitlements, the ratio of Buyback for both categories is as
follows:
Category of Shareholders Ratio of Buyback

Reserved category for Small 71 (Seventy One) Equity Shares out of every 169 (One Hundred and
Shareholders Sixty Nine) fully paid-up Equity Shares held on the Record Date.
52 (Fifty Two) Equity Shares out of every 1,121 (One Thousand One
General category for all other Eligible
Hundred and Twenty One) fully paid-up Equity Shares held on the
Shareholders
Record Date.
Note: The above ratio of Buyback is approximate and provides indicative Buyback Entitlement. Any computation
of Entitlement using above Buyback ratio may provide a slightly different number than the actual entitlement due
to rounding-off. The actual Buyback Entitlement factor for Small Shareholders under reserved category is
42.01191115% and for other shareholders under general category it is 4.63876737%. The decimals have been
rounded-off to eight decimal places. Also, the numbers arrived at using the actual Buyback Entitlement may not
conform exactly to the Buyback Entitlement printed in the Tender Form due to rounding-off of the factor.
19.6. Fractional Entitlements:

19.6.1. If the Buyback Entitlement under Buyback, after applying the above mentioned ratios to
the Equity Shares held on Record Date, is not a round number (i.e. not in the multiple of 1
Equity Share), then the fractional entitlement shall be ignored for computation of Buyback
Entitlement to tender Equity Shares in the Buyback for both categories of Eligible
Shareholders.
19.6.2. On account of ignoring the fractional entitlement, those Small Shareholders who hold 2
(Two) or less Equity Shares as on Record Date will be dispatched a Tender Form with
zero entitlement. Such Small Shareholders are entitled to tender Additional Equity Shares
as part of the Buyback and will be given preference in the Acceptance of one Equity
Share, if such Small Shareholders have tendered Additional Equity Shares.
19.7. Basis of Acceptance of Equity Shares validly tendered in the Reserved Category
for Small Shareholders:
19.7.1. Subject to the provisions contained in this Letter of Offer, the Company will Accept Equity
Shares tendered in the Buyback by Small Shareholders in the Reserved Category in the
following order of priority:
40
19.7.1.1. Acceptance of 100% Equity Shares from Small Shareholders in the Reserved Category,
who have validly tendered their Equity Shares to the extent of their Buyback Entitlement
or the number of Equity Shares tendered by them, whichever is less; and
19.7.1.2. Post the Acceptance as described in paragraph 19.7.1.1 above, in case there are any
Equity Shares left to be bought back from Small Shareholders in the Reserved Category,
the Small Shareholders who were entitled to tender zero Equity Shares (on account of
ignoring the fractional entitlement), and have tendered Additional Equity Shares as part of
the Buyback, shall be given preference and one share each from the Additional Equity
Shares applied by these Small Shareholders shall be bought back in the Reserved
Category.
19.7.1.3. Post the Acceptance as described in paragraph 19.7.1.1 and 19.7.1.2 above, in case
there are any Equity Shares left to be bought back in the Reserved Category, the
Additional Equity Shares tendered by the Small Shareholders over and above their
Buyback Entitlement, shall be Accepted in proportion of the Additional Equity Shares
tendered by them and the Acceptances per Small Shareholder shall be made in
accordance with the Buyback Regulations, i.e. valid Acceptances per Small Shareholder
shall be equal to the Additional Equity Shares validly tendered by the Small Shareholder
divided by the total Additional Equity Shares validly tendered and multiplied by the total
pending number of Equity Shares to be Accepted in Reserved Category. For the purpose
of this calculation, the Additional Equity Shares taken into account for such Small
Shareholders, from whom one Equity Share has been Accepted in accordance with
paragraph 19.7.1.2 above, shall be reduced by one.
19.7.1.4. Adjustment for fractional results in case of proportionate Acceptance, as described

in paragraph 19.7.1.3 above:
19.7.1.4.1. For any Small Shareholder, if the number of Additional Equity Shares to be Accepted,
calculated on a proportionate basis is not in the multiple of 1 and the fractional Acceptance
is greater than or equal to 0.50, the fraction would be rounded off to the next higher
integer.
19.7.1.4.2. For any shareholder, if the number of Additional Equity Shares to be Accepted, calculated
on a proportionate basis is not in the multiple of 1 and the fractional Acceptance is less
than 0.50, the fraction shall be ignored.
19.8. Basis of Acceptance of Shares validly tendered in the General Category:
19.8.1. Subject to the provisions contained in this Letter of Offer, the Company will Accept the
Equity Shares tendered in the Buyback by all other Eligible Shareholders in the General
Category in the following order of priority:
19.8.1.1. Acceptance of 100% Equity Shares from other Eligible Shareholders in the General
Category who have validly tendered their Equity Shares, to the extent of their Buyback
Entitlement, or the number of Equity Shares tendered by them, whichever is less.
19.8.1.2. Post the Acceptance as described in paragraph 19.8.1.1 above, in case there are any
Equity Shares left to be bought back in the General Category, the Additional Equity
Shares tendered by the other Eligible Shareholders over and above their Buyback
Entitlement shall be Accepted in proportion of the Additional Equity Shares tendered by
them and the Acceptances per shareholder shall be made in accordance with the
Buyback Regulations, i.e. valid Acceptances per shareholder shall be equal to the
Additional Equity Shares validly tendered by the Eligible Shareholder divided by the total
Additional Equity Shares validly tendered in the General Category and multiplied by the
total pending number of Equity Shares to be Accepted in General Category.
41
19.8.1.3. Adjustment for fractional results in case of proportionate Acceptance as described
in paragraph 19.8.1.2 above:
19.8.1.3.1. For any Eligible Shareholder, if the number of Additional Equity Shares to be Accepted,
calculated on a proportionate basis is not in the multiple of 1 and the fractional
Acceptance is greater than or equal to 0.50, the fraction would be rounded off to the next
higher integer.
19.8.1.3.2. For any Eligible Shareholder if the number of Additional Equity Shares to be Accepted,
calculated on a proportionate basis is not in the multiple of 1 and the fractional
Acceptance is less than 0.50, the fraction shall be ignored.
19.9. Basis of Acceptance of Equity Shares between Categories
19.9.1. In case there are any Equity Shares left to be bought back in one category (“Partially
Filled Category”) after Acceptance in accordance with the above described methodology
for both the categories, and there are additional unaccepted validly tendered Equity
Shares in the second category, the Additional Equity Shares in the second category shall
be Accepted proportionately, i.e. valid Acceptances per Eligible Shareholder shall be
equal to the additional outstanding Equity Shares validly tendered by an Eligible
Shareholder in the second category divided by the total additional outstanding Equity
Shares validly tendered in the second category and multiplied by the total pending
number of Equity Shares to be bought back in the Partially Filled Category.
19.9.2. If the Partially Filled Category is the General Category, and the second category is the
Reserved Category, for the purpose of this calculation, the Additional Equity Shares
tendered by such Small Shareholders, from whom one Equity Share has been Accepted
in accordance with paragraph 19.7.1.2 shall be reduced by one.
19.9.3. Adjustment for fractional results in case of proportionate Acceptance, as defined in

paragraphs 19.9.1 and 19.9.2 above:
19.9.3.1. For any shareholder, if the number of Additional Equity Shares to be Accepted, calculated
on a proportionate basis is not in the multiple of 1 and the fractional Acceptance is greater
than or equal to 0.50, the fraction would be rounded off to the next higher integer.
19.9.3.2. For any shareholder, if the number of Additional Equity Shares to be Accepted, calculated
on a proportionate basis is not in the multiple of 1 and the fractional Acceptance is less
than 0.50, the fraction shall be ignored.
19.10. For avoidance of doubt, it is clarified that:
19.10.1. the Equity Shares Accepted under the Buyback from each Eligible Shareholder, in
accordance with paragraphs above, shall not exceed the number of Equity Shares
tendered by the respective Eligible Shareholder;
19.10.2. the Equity Shares Accepted under the Buyback from each Eligible Shareholder, in
accordance with paragraphs above, shall not exceed the number of Equity Shares held
by respective Eligible Shareholders as on the Record Date; and
19.10.3. the Equity Shares tendered by any Eligible Shareholders over and above the number of
Equity Shares held by such Eligible Shareholders as on the Record Date shall not be
considered for the purpose of Acceptance in accordance with the paragraphs above.
19.10.3.1. The Equity Shares accepted under the Buyback, shall not exceed 32,30,76,923 (Thirty
Two Crores Thirty Lakhs Seventy Six Thousand Nine Hundred and Twenty Three) Equity
42
Shares OR Rs. 105,00,00,00,000 (Rupees Ten Thousand Five Crores only), whichever is
lower.
19.10.3.2. In case of any practical issues, resulting out of rounding-off of Equity Shares or otherwise,
the Board or Buyback Committee authorized by the Board will have the authority to
decide such final allocation with respect to such rounding-off or any excess of Equity
Shares or any shortage of Equity Shares after allocation of Equity Shares as set out in
the process described in Paragraph 19.7, 19.8, 19.9 and 19.10.
19.11. Clubbing of Entitlement
In accordance with Regulation 9(ix) of the Buyback Regulations, in order to ensure that
the same shareholders with multiple demat accounts/folios do not receive a higher
entitlement under the Small Shareholder category, the Company will club together the
Equity Shares held by such shareholders with a common PAN for determining the
category (Small Shareholder or General) and entitlement under the Buyback. In case of
joint shareholding, the Company will club together the Equity Shares held in cases where
the sequence of the PANs of the joint shareholders is identical. In case of physical
shareholders, where the sequence of PANs is identical, the Company will club together
the Equity Shares held in such cases. Similarly, in case of physical shareholders where
PAN is not available, the Company will check the sequence of names of the joint holders
and club together the Equity Shares held in such cases where the sequence of name of
joint shareholders is identical. The shareholding of institutional investors like mutual
funds, pension funds/trusts, insurance companies etc., with common PAN will not be
clubbed together for determining the category and will be considered separately, where
these Equity Shares are held for different schemes and have a different demat account
nomenclature based on information prepared by the Registrar as per the shareholder
records received from the Depositories.
20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT
20.1. The Buyback is open to all Eligible Shareholders (including holders of ADSs who submit
the desired number of ADSs to the Depositary for cancellation and withdraw the
underlying Equity Shares from the ADR program no later than 12:00 noon New York City
time on June 17, 2019) and beneficial owners of the Company, holding Equity Shares in
dematerialized form on the Record Date.
20.2. The Company proposes to effect the Buyback through the Tender Offer route, on a
proportionate basis. The Letter of Offer and Tender Form, outlining the terms of the
Buyback as well as the detailed disclosures as specified in the Buyback Regulations, will
be mailed/dispatched to Eligible Shareholders.
20.3. The Eligible Shareholders who have registered their email IDs with the depositories/the
Company, shall be dispatched the Letter of Offer through electronic means. The Eligible
Shareholders who have not registered their email IDs with the depositories/the Company,
shall be dispatched the Letter of Offer through physical mode by registered post/speed
post/courier. In case of non-receipt of Letter of Offer and the Tender Form, please follow
the procedure as mentioned in paragraph 20.23 below. The Company shall accept all the
Equity Shares validly tendered in the Buyback by Eligible Shareholders, on the basis of
their Buyback Entitlement as on the Record Date.
20.4. The Company will not Accept any Equity Shares offered for Buyback which are under any
restraint order of a court for transfer/sale of such shares. The Company shall comply with
Regulation 24(v) of the Buyback Regulations which states that the Company shall not
43
buyback locked-in Equity Shares and non-transferable Equity Shares till the pendency of
the lock-in or till such Equity Shares become transferable.
20.5. Eligible Shareholders will have to transfer the Equity Shares from the same demat
account in which they were holding the Equity Shares as on the Record Date and in case
of multiple demat accounts, Eligible Shareholders are required to tender the applications
separately from each demat account. In case of any changes in the demat account in
which the Equity Shares were held as on Record Date, such Eligible Shareholders should
provide sufficient proof of the same to the Registrar to the Buyback and such tendered
Equity Shares may be Accepted subject to appropriate verification and validation by the
Registrar to the Buyback. The Board or Buyback Committee authorized by the Board will
have the authority to decide such final allocation in case of non-receipt of sufficient proof
by such Eligible Shareholder.
20.6. Eligible Shareholders’ participation in Buyback is voluntary. Eligible Shareholders holding

Equity Shares of the Company can choose to participate and get cash in lieu of shares to
be Accepted under the Buyback or they may choose not to participate. Eligible
Shareholders holding Equity Shares of the Company may also accept a part of their
entitlement. Eligible Shareholders holding Equity Shares of the Company also have the
option of tendering Additional Shares (over and above their entitlement) and participate in
the shortfall created due to non-participation of some other Eligible Shareholders, if any. If
the Buyback entitlement for any Eligible Shareholder is not a round number, the fractional
entitlement shall be ignored for computation of entitlement to tender Equity Shares in the
Buyback. The Acceptance of any Equity Shares tendered in excess of the Buyback
Entitlement by the Eligible Shareholder shall be in terms of the procedure outlined herein.
20.7. The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the
number of Equity Shares held by the Eligible Shareholder as on the Record Date. In case
the Eligible Shareholder holds Equity Shares through multiple demat accounts, the tender
through a demat account cannot exceed the number of Equity Shares held in that demat
account.
20.8. The Company shall accept all the Equity Shares validly tendered for the Buyback by
Eligible Shareholders, on the basis of their Buyback Entitlement as on the Record Date.
20.9. As elaborated under paragraph 19.5 above, the Equity Shares proposed to be bought as
a part of the Buyback are divided into two categories; (a) Reserved Category for Small
Shareholders and (b) the General Category for all other Eligible Shareholders. The
Buyback Entitlement of Eligible Shareholders in each category shall be calculated
accordingly.
20.10. Post Acceptance of the Equity Shares tendered on the basis of Buyback Entitlement,
Equity Shares left to be bought as a part of the Buyback, if any, in one category shall first
be Accepted, in proportion to the Equity Shares tendered, over and above their Buyback
Entitlement, by Eligible Shareholders in that category, and thereafter, from Eligible
Shareholders who have tendered over and above their Buyback Entitlement, in the other
category.
20.11. The Buyback shall be implemented using the “Mechanism for acquisition of shares
through Stock Exchange” notified by SEBI Circulars and following the procedure
prescribed in the Companies Act, the SCD Rules and the Buyback Regulations and as
may be determined by the Board and on such terms and conditions as may be permitted
by law from time to time.
44
20.12. For implementation of the Buyback, the Company has appointed JM Financial Services
Limited as the registered broker to the Company through whom the purchases and
settlements on account of the Buyback would be made by the Company. The contact
details of the Company’s Broker are as follows:
JM Financial Services Limited

th
Address: 5 Floor, Cnergy,
Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025
Tel: +91 22 6704 3000
Fax: +91 22 6761 7222
Contact Person: Mr. Kinnar Darji; Tel.: +91 22 6704 3503
Company Website: jmfinancialservices.in
SEBI Registration Number: INB-INF011054831 (BSE), INB/INE/INF231054835 (NSE)
Corporate Identification Number: U67120MH1998LC115415
20.13. The Company will request both Stock Exchanges to provide the acquisition window to
facilitate placing of sell orders by Eligible Shareholders who wish to tender Equity Shares
in the Buyback. BSE will be the designated stock exchange for the purpose of this
Buyback (“Designated Stock Exchange”). The details of the acquisition window will be
specified by the Stock Exchanges from time to time.
20.14. All Eligible Shareholders, through their respective Stock Broker(s), will be eligible to place
and be responsible for placing orders in the acquisition window.
20.15. During the Tendering Period, the order for selling the Equity Shares will be placed in the
acquisition window by Eligible Shareholders through their respective Stock Brokers during
normal trading hours of the secondary market.
20.16. Stock Brokers can enter orders only for Equity Shares in demat form.
20.17. Modification/cancellation of orders and multiple bids from a single Shareholder will be
allowed during the Tendering Period of the Buyback offer. Multiple bids made by single
Shareholder for selling the Equity Shares shall be clubbed and considered as ‘one’ bid for
the purposes of Acceptance.
20.18. The cumulative quantity tendered shall be made available on websites of the Stock
Exchanges at www.bseindia.com and www.nseindia.com, throughout the trading session
and will be updated at specific intervals during the Tendering Period.
20.19. All documents sent by the Eligible Shareholders will be at their own risk. Eligible
Shareholders are advised to safeguard adequately their interests in this regard.
20.20. Procedure to be followed by Equity Shareholders holding Equity Shares in the

dematerialised form
20.20.1. Eligible Shareholders who desire to tender their Equity Shares in the electronic form
under the Buyback would have to do so through their respective Stock Broker by
indicating to their Stock Broker the details of Equity Shares they intend to tender under
the Buyback.
20.20.2. The Stock Broker would be required to place an order/bid on behalf of the Eligible
Shareholders who wish to tender Equity Shares in the Buyback using the acquisition
window of the Stock Exchanges. Before placing the bid, the Eligible Shareholder would
be required to transfer the tendered Equity Shares to the special account of the Clearing
45
Corporation, as applicable, by using the early pay in mechanism of the Depository prior to
placing the order/bid on the platform of the Stock Exchanges by the Stock Broker. For
further details, Eligible Shareholders may refer to the circulars issued by the Stock
Exchange/Clearing Corporation.
20.20.3. The details of the settlement number of the special account of the Clearing Corporation
under which the Equity Shares are to be transferred in the account of Clearing
Corporation for the Buyback will be provided in a separate circular to be issued by the
Clearing Corporation.
20.20.4. For custodian participant orders for demat Equity Shares, early pay-in is mandatory prior
to confirmation of order/bid by custodian. The custodian shall either confirm or reject the
orders not later than the closing of trading hours (i.e., 3:30 p.m.) on the last day of the
Tendering Period (i.e., the Buyback Closing Date). Thereafter, all unconfirmed orders
shall be deemed to be rejected. For all confirmed custodian participant orders, order
modification shall revoke the custodian confirmation and the revised order shall be sent to
the custodian again for confirmation.
20.20.5. Upon placing the bid, the Stock Broker shall provide a TRS generated by the exchange
bidding system to the Eligible Shareholder. TRS will contain the details of order submitted
like bid ID number, application number, DP ID, client ID, number of Equity Shares
tendered, etc.
20.20.6. Eligible Shareholders shall also provide all relevant documents, which are necessary to
ensure transferability of the Equity Shares in respect of the Tender Form to be sent. Such
documents may include (but not be limited to):
20.20.6.1. Duly attested power of attorney, if any person other than the Eligible Shareholder has
signed the Tender Form;
20.20.6.2. Duly attested death certificate and succession certificate/legal heirship certificate, in case
any Eligible Shareholder has expired; and
20.20.6.3. In case of companies, the necessary certified corporate authorizations (including board
and/or general meeting resolutions).
20.20.7. IN CASE OF DEMAT EQUITY SHARES, SUBMISSION OF TENDER FORM AND TRS
IS NOT REQUIRED. After the receipt of the demat Equity Shares by the Clearing
Corporation and a valid bid in the exchange bidding system, the Eligible Shareholders
holding Equity Shares in demat form have successfully tendered the Equity Shares in the
Buyback.
20.20.8. The Eligible Shareholders will have to ensure that they keep the DP account active and
unblocked to receive credit in case of return of Equity Shares due to rejection or due to
pro-rated Buyback decided by the Company. Further, Eligible Shareholders will have to
ensure that they keep the savings bank account attached with the DP account active and
updated to receive credit remittance due to Acceptance of Buyback of shares by the
Company.
20.21. Equity Shares held in the Physical form:
20.21.1. In accordance with the proviso to Regulation 40(1) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, read with notice no. 20190424-35 issued by the BSE dated April 24, 2019, and
circular no. 51/2019 issued by the NSE dated May 9, 2019, effective from April 1,
2019, transfers of securities of the Company shall not be processed unless the
46
securities are held in the dematerialized form with a depository. Accordingly, the
Company will not be able to accept Equity Shares tendered in physical form in the
Buyback. Shareholders are advised to approach the concerned depository
participant to have their Equity Shares dematerialized before tendering their Equity
Shares in the Buyback.
20.22. For Equity Shares held by Eligible Shareholders, being Non-Resident Shareholders
of Equity Shares (Read with paragraph 17 “DETAILS OF THE STATUTORY
APPROVALS”):
20.22.1. Eligible Shareholders, being Non-Resident Shareholders of Equity Shares (excluding

FPIs/FIIs) shall also enclose a copy of the permission received by them from RBI, if
applicable, to acquire the Equity Shares held by them.
20.22.2. In case the Equity Shares are held on repatriation basis, the Non-Resident Eligible
Shareholder shall obtain and enclose a letter from its authorized dealer/bank confirming
that at the time of acquiring the said Equity Shares, payment for the same was made by
the non-resident Eligible Shareholder from the appropriate account (e.g. NRE a/c.) as
specified by RBI in its approval. In case the Non-Resident Eligible Shareholder is not in a
position to produce the said certificate, the Equity Shares would be deemed to have been
acquired on non-repatriation basis and in that case the Non-Resident Eligible
Shareholder shall submit a consent letter addressed to the Company allowing the
Company to make the payment on a non-repatriation basis in respect of the valid Equity
Shares Accepted under the Buyback.
20.22.3. If any of the above stated documents, as applicable, are not enclosed along with the
Tender Form, the Equity Shares tendered under the Buyback are liable to be rejected.
THE NON RECEIPT OF THE LETTER OF OFFER BY, OR ACCIDENTAL OMMISSION

TO DISPATCH THE LETTER OF OFFER TO ANY PERSON WHO IS ELIGIBLE TO
RECEIVE THE SAME TO PARTICIPATE IN THE BUYBACK, SHALL NOT
INVALIDATE THE BUYBACK OFFER IN ANY WAY.
20.23. In case of non-receipt of the Letter of Offer and the Tender Form:
20.23.1. If Eligible Shareholder(s) who have been sent the Letter of Offer through electronic
means wish to obtain a physical copy of the Letter of Offer, they may send a request in
writing to the Company or Registrar at the address or email id mentioned at the cover
page of the Letter of Offer stating name, address, number of Equity Shares held on
Record Date, client ID number, DP name/ID, beneficiary account number, and upon
receipt of such request, a physical copy of the Letter of Offer shall be provided to such
Eligible Shareholder. An Eligible Shareholder may participate in the Buyback by
downloading the Tender Form from the website of the Company i.e. www.wipro.com or
by providing their application in writing on plain paper, signed by all Equity Shareholders,
stating name and address of Shareholder(s), number of Equity Shares held as on the
Record Date, Client ID number, DP Name/ ID, beneficiary account number and number
of Equity Shares tendered for the Buyback.
20.24. The participation of the Eligible Shareholders in the Buyback is entirely at the discretion of
the Equity Shareholders. The Company does not accept any responsibility for the
decision of any Equity Shareholder to either participate or to not participate in the
Buyback. The Company will not be responsible in any manner for any loss of Share
certificate(s) and other documents during transit and the Equity Shareholders are advised
to adequately safeguard their interest in this regard.
47
20.25. Method of Settlement
Upon finalization of the basis of Acceptance as per Buyback Regulations:
20.25.1. The settlement of trades shall be carried out in the manner similar to settlement of
trades in the secondary market.
20.25.2. The Company will pay the consideration to the Company’s Broker who will transfer the
funds pertaining to the Buyback to the Clearing Corporation’s bank accounts as per the
prescribed schedule. For demat Equity Shares Accepted under the Buyback, the
Clearing Corporation will make direct funds payout to respective Eligible Shareholders.
If Eligible Shareholders’ bank account details are not available or if the funds transfer
instruction is rejected by RBI/Bank, due to any reason, such funds will be transferre d to
the concerned Stock Broker’s settlement bank account for onward transfer to such
Eligible Shareholders holding Equity Shares in dematerialized form.
20.25.3. In case of certain client types viz. NRI and foreign clients etc. (where there are specific
RBI and other regulatory requirements pertaining to funds pay-out) who do not opt to
settle through custodians, the funds pay-out would be given to their respective Stock
Broker’s settlement accounts for releasing the same to the respective Eligible
Shareholder’s account. For this purpose, the client type details would be collected from
the Depositories, whereas funds payout pertaining to the bids settled through
custodians will be transferred to the settlement bank account of the custodian, each in
accordance with the applicable mechanism prescribed by the Stock Exchanges and the
Clearing Corporation from time to time.
20.25.4. The Equity Shares bought back in demat form would be transferred directly to the
Company Demat Account provided it is indicated by the Company’s Broker or it will be
transferred by the Company’s Broker to the Company Demat Account on receipt of the
Equity Shares from the clearing and settlement mechanism of the Stock Exchanges.
20.25.5. The Eligible Shareholders will have to ensure that they keep the DP account active and
unblocked to receive credit in case of return of Equity Shares, due to rejection or due to
non–acceptance of shares under the Buyback.
20.25.6. Excess demat Equity Shares or unaccepted demat Equity Shares, if any, tendered by
the Eligible Shareholders would be returned to them by the Clearing Corporation.
20.25.7. The Company’s Broker would also issue a contract note to the Company for the Equity
Shares Accepted under the Buyback. If Eligible Shareholders bank account details are
not available or if the fund transfer instruction is rejected by RBI or bank, due to any
reasons, the amount payable to Eligible Shareholders will be transferred to the Stock
Broker for onward transfer to the Eligible Shareholder.
20.25.8. Eligible Shareholders who intend to participate in the Buyback should consult their
respective Stock Broker(s) for any cost, applicable taxes, charges and expenses
(including brokerage) etc., that may be levied by the Stock Broker(s) upon the selling
shareholders for tendering Equity Shares in the Buyback (secondary market
transaction). The Buyback consideration received by the Eligible Shareholders, in
respect of Accepted Equity Shares, could be net of such costs, applicable taxes,
charges and expenses (including brokerage) and the Company accepts no
responsibility to bear or pay such additional cost, additional taxes, charges and
expenses (including brokerage) incurred solely by the Eligible Shareholders.
20.25.9. The Equity Shares lying to the credit of the Special Demat Account will be extinguished
in the manner and following the procedure prescribed in the Buyback Regulations.
48
20.26. The Equity Shares tendered by Eligible Shareholders would be liable to be rejected on
the following grounds:
20.26.1.1. the Equity Shareholder is not an Eligible Shareholder of the Company as on the
Record Date; or
20.26.1.2. there is a name mismatch in the dematerialised account of the Eligible Shareholder.
21. NOTE ON TAXATION
A. INDIAN TAXATION
THE SUMMARY OF THE TAX CONSIDERATIONS IN THIS SECTION ARE BASED ON THE
CURRENT PROVISIONS OF THE TAX LAWS OF INDIA AND THE REGULATIONS
THEREUNDER, THE JUDICIAL AND THE ADMINISTRATIVE INTERPRETATIONS THEREOF,
WHICH ARE SUBJECT TO CHANGE OR MODIFICATION BY SUBSEQUENT LEGISLATIVE,
REGULATORY, ADMINISTRATIVE OR JUDICIAL DECISIONS. ANY SUCH CHANGES COULD
HAVE DIFFERENT TAX IMPLICATIONS.
IN VIEW OF THE PARTICULARIZED NATURE OF TAX CONSEQUENCES, SHAREHOLDERS

ARE REQUIRED TO CONSULT THEIR TAX ADVISORS FOR THE APPLICABLE TAX
PROVISIONS INCLUDING THE TREATMENT THAT MAY BE GIVEN BY THEIR RESPECTIVE TAX
OFFICERS IN THEIR CASE, AND THE APPROPRIATE COURSE OF ACTION THAT THEY
SHOULD TAKE.
THE COMPANY DOES NOT ACCEPT ANY RESPONSIBILITY FOR THE ACCURACY OR
OTHERWISE OF THIS TAX SUMMARY AND THERE CAN BE NO LIABILITY ON THE COMPANY
IF ANY ACTION IS TAKEN BY THE SHAREHOLDER SOLELY BASED ON THIS TAX SUMMARY.
THEREFORE, SHAREHOLDERS CANNOT RELY ON THIS ADVICE AND THE SUMMARY TAX
IMPLICATIONS RELATING TO THE TREATMENT OF INCOME TAX IN THE CASE OF BUYBACK
OF EQUITY SHARES LISTED ON THE STOCK EXCHANGE SET OUT BELOW SHOULD BE
TREATED AS INDICATIVE AND FOR GUIDANCE PURPOSES ONLY.
1. GENERAL
The basis of charge of Indian income-tax depends upon the residential status of the taxpayer during a
tax year. The Indian tax year runs from April 1 until March 31. A person who is an Indian tax resident
is liable to taxation in India on his worldwide income, subject to certain tax exemptions, which are
provided under the Income Tax Act, 1961 (the “Income Tax Act” or the “Act”).
A person who qualifies as a non-resident for Indian income-tax purposes is generally subject to tax in
India only on such person’s India-sourced income or income received by such person in India. In
case of shares of a company, the source of income from shares would depend on the “situs” of such
shares. As per judicial precedents, generally the “situs” of the shares is where a company is
“incorporated” and where its shares can be transferred. Accordingly, since the Company is
incorporated in India, the Company’s shares would be “situated” in India and any gains arising to a
non-resident on transfer of such shares should be taxable in India under the Income Tax Act. Further,
the non-resident can avail themselves of the beneficial provisions of the Double Taxation Avoidance
Agreement (“DTAA”) between India and the respective jurisdiction of the shareholder subject to
meeting relevant conditions and providing and maintaining necessary information and documents as
prescribed under the Income Tax Act.
The Income Tax Act also provides for different tax regimes/ rates applicable to the gains arising on
the buyback of shares, based on the period of holding, residential status and category of the
shareholder, nature of the income earned, etc. The summary of tax implications on the buyback of
equity shares on the stock exchanges in India is set out below. All references to equity shares in this
note refer to equity shares listed on the stock exchanges in India unless stated otherwise.
49
2. CLASSIFICATION OF SHAREHOLDERS
Shareholders can be classified under the following categories:
a) Resident Shareholders being:

 Individuals, Hindu Undivided Family (HUF), Association of Persons (AOP) and Body of
Individuals (BOI)
 Indian companies
 Others
b) Non Resident Shareholders being:

 Non Resident Indians (NRIs)
 Foreign citizens
 Foreign companies
 Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)
3. CLASSIFICATION OF INCOME
Shares can be classified under the following two categories:
a) Shares held as investment (Income from transfer taxable under the head “Capital Gains”)
b) Shares held as stock-in-trade (Income from transfer taxable under the head “Profits and
Gains from Business or Profession”)
Gains arising from the transfer of shares may be treated either as “capital gains” or as “business
income” for tax purposes, depending upon whether such shares were held as a capital asset (held as
investment) or trading asset (i.e., stock-in-trade). Traditionally, the issue of characterization of income
arising from sale of shares has been a subject matter of litigation with the tax authorities. There have
been various judicial pronouncements on whether gains from transactions in securities should be
taxed as “business profits” or as “capital gains”. However, these pronouncements, while laying down
certain guiding principles have largely been driven by the facts and circumstances of each case. The
apex body of Income-tax administrations, i.e., Central Board of Direct Taxes (“CBDT”) has issued
Circular no. 6 of 2016, as per which, if the taxpayer opts to consider the shares as stock-in-trade, the
income arising from the transfer of such shares would be treated as its business income. Also, if such
shares are held for a period of more than 12 months, if the taxpayer desires to treat the income
arising from the transfer thereof as “capital gains”, the same shall not be put in dispute by the Tax
Officer. However, the choice on characterization, once taken by the taxpayer in a particular tax year,
should be consistent and shall remain applicable in the subsequent tax years as well and the taxpayer
shall not be allowed to opt into a different or contrary stand in this regard.
Further, investments by FIIs/FPIs in any securities in accordance with the regulations made under the
Securities Exchange Board of India Act, 1992 would be treated as capital asset under the provisions
of the Income Tax Act.
3.1 SHARES HELD AS INVESTMENT

As per the provisions of the Income Tax Act, where the shares are held as investments, income
arising from the transfer of such shares is taxable under the head “Capital Gains”. Capital gains on
buyback of shares of a company listed on the stock exchanges in India are governed by the
provisions of section 46A of the Income Tax Act and would attract capital gains in the hands of
shareholders as per provisions of section 48 of the Income Tax Act. The provisions of buy back tax
under section 115QA in Chapter XII-DA of the Income Tax Act do not apply for shares listed on the
stock exchange (please refer paragraph 7 for amendments proposed by the Finance (No. 2) Bill,
2019).
For non-residents, capital gains would be subject to taxability under the Income Tax Act or provisions
of the relevant DTAA, whichever is more beneficial. However, in order to avail the benefits of DTAA,
the non-resident shareholder shall furnish a tax residency certificate (as stipulated under section 90 of
the Income Tax Act).
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3.1.1 Period of holding
Depending on the period for which the shares are held, the gains would be taxable as “short term
capital gain” or “long term capital gain”:
 In respect of equity shares of a listed company held for a period less than or equal to 12 months
prior to the date of transfer, the same shall be treated as a “short-term capital asset”, and the
gains arising therefrom shall be taxable as “short term capital gains” (“STCG”).
 Similarly, where equity shares of a listed company are held for a period more than 12 months
prior to the date of transfer, the same shall be treated as a “long-term capital asset”, and the
gains arising therefrom shall be taxable as “long-term capital gains” (“LTCG”).
3.1.2 Buyback of shares through a recognized stock exchange

Where the buyback of equity shares is through a recognized stock exchange in India and such
transaction is chargeable to Securities Transaction Tax (“STT”), the taxability for shareholders is as
follows:
 With effect from April 1, 2018, buyback of equity shares (which is subject to STT) will be taxable
as LTCG in accordance with the provisions of section 112A of the Income Tax Act.
 LTCG will be the difference between the consideration paid by the Company on buyback of equity
shares and the ‘specified cost of acquisition’ of such shares.
 The ‘specified cost of acquisition’ of the equity shares which are acquired prior to February 1,
2018 will be the higher of:
(i) the cost of acquisition of equity shares;

and
(ii) Lower of—
(a) the fair market value of equity shares; and
(b) the full value of consideration received or accruing as a result of the transfer of the equity
shares.
 Fair market value is defined to mean the value as on January 31, 2018 which is the highest price
of the equity shares quoted on the stock exchange.
 LTCG exceeding ₹100,000 will be subject to tax at 10% (plus applicable surcharge and cess)
without any indexation benefit.
 However, in this regard, section 112A will not apply if equity shares are acquired on or after
October 1, 2004 and STT was not paid except in situations provided in Notification No. 60 of 2018
dated October 1, 2018, namely:
(a) where acquisition of existing listed equity share in a company whose equity shares are not
frequently traded in a recognized stock exchange of India is made through a preferential issue
The exception to (a) above are the following cases

(i) Acquisition of shares approved by the Supreme Court, High Court, National Company Law
Tribunal, Securities and Exchange Board of India or Reserve Bank of India;
(ii) Acquisition of shares by any non-resident in accordance with foreign direct investment
guidelines issued by the Government of India;
(iii) Acquisition of shares by Category I or a Category II Alternative Investment Fund and is
regulated under the Securities and Exchange Board of India (Alternative Investment Fund)
Regulations, 2012 or a qualified venture capital fund referred to in section 10(23FB) or a
Qualified Institutional Buyer; and
51
(iv) through preferential issue to which the provisions of chapter VII of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009
does not apply.
(b) where transaction for acquisition of existing listed equity share in a company is not entered
through a recognized stock exchange in India:
The exception to (b) above are as follows:
Acquisition of listed equity shares in a company which has been made in accordance with the
provisions of the Securities Contracts (Regulation) Act, 1956, and is:
(i) by scheduled banks, reconstruction or securitization companies or public financial

institutions during their ordinary course of business;
(ii) approved by the Supreme Court, High Courts, National Company Law Tribunal, Securities
and Exchange Board of India or Reserve Bank of India in this behalf;
(iii) under employee stock option scheme or employee stock purchase scheme framed under
the Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999;
(iv) by any non-resident in accordance with foreign direct investment guidelines of the
Government of India;
(v) in accordance with Securities and Exchange Board of India (Substantial Acquisition of
Shares and Takeovers) Regulation, 2011;
(vi) from the Government;
(vii) by Category I or a Category II Alternative Investment Fund and is regulated under the
Securities and Exchange Board of India (Alternative Investment Fund) Regulations, 2012 or
a qualified venture capital fund referred to in section 10(23FB) or a Qualified Institutional
Buyer, etc.
 Where Section 112A is not applicable, LTCG will be chargeable to tax for resident Individuals at
20% with indexation or at 10% without indexation, along with the rebate as is applicable.
 STCG on buyback of equity shares will be subject to tax at 15% under section 111A of the
Income Tax Act. Rebate for resident Individuals under section 87A of the Income Tax Act is
available on tax payable under section 11A of the Act.
In the case of resident Individual or HUF, the benefit of maximum amount which is not chargeable to
income-tax (i.e., basic exemption limit) is required to be considered while computing LTCG or STCG
taxable under section 111A or 112A of the Income Tax Act. Applicable surcharge and health and
education cess are leviable in addition to the tax above (Please see below for rate of surcharge and
cess).
As an overall point, since the Buyback is undertaken on a recognized stock exchange, such
transaction is liable to STT. Currently, the STT rate applicable on the purchase or sale of shares on
the stock exchange is 0.1% of the value of the security.
Further, resident corporate shareholders would also be subject to Minimum Alternate Tax (“MAT”)
under section 115JB of the Income Tax Act at the rate of 18.50%. Foreign companies will not be
subject to MAT if the country of residence of such foreign company has entered into a DTAA with
India and such foreign company does not have a permanent establishment in India.
3.1.3 Taxation for American Depository Shares (“ADS”) holders
The non-resident Holders may participate in the Buyback by submitting their ADSs to the Depositary
for cancellation and withdrawing the underlying Equity Shares and then tendering those Equity Shares
back to the Company for buyback through the stock exchange in India.
52
There can be no assurance that the Equity Shares offered by a Holder in the Buyback will be
accepted. Holders are advised to consult their legal, financial and tax advisors for advice prior to
participating in the Buyback, including advice related to any regulatory approvals and tax issues.
The following is a brief summary of capital gains taxation in respect of ADS (as defined in Explanation
to Section 115AC or 115ACA of the Income Tax Act) issued to non-resident holders against the issue
of ordinary shares of the Company:
 There are no specific tax provisions enumerating India tax consequences on redemption of ADSs
into Equity Shares. If ADSs are treated as a title receipt to underlying shares of an Indian
company, there are good arguments to support that Equity Shares received by non-resident
Holders upon redemption of ADSs may not be considered as transfer and hence not subject to
capital gains tax in India at the point of redemption. While there are arguments in favor of the
position that redemption of ADSs into equity shares should not be subject to capital gains tax, the
law is not clear on this and there are no relevant tax rulings. As a result, this view is not free from
doubt.
 The period of holding of shares acquired by such non-resident Holders on redemption of ADSs
would be reckoned from the date on which a request for such redemption was made.
 Price of such Equity Shares held by non-resident Holder prevailing on any recognised stock
exchange in India on the date on which a request for such redemption was made by the non-
resident Holder will be considered as cost of acquisition of such Equity Shares.
 STT will be levied at the time of transfer of Equity Shares as part of the Buyback.
 Non-resident shareholders can avail themselves of the beneficial provisions of the applicable
DTAA entered into by India with relevant shareholder country but subject to fulfilling relevant
conditions and submitting/ maintaining necessary documents prescribed under the Income Tax
Act.
 Refer to the India tax implications on sale of Equity Shares above.
3.2 SHARES HELD AS STOCK-IN-TRADE
If the shares are held as stock-in-trade by any of the eligible shareholders of the Company, then the
gains would be characterized as business income and taxable under the head “Profits and Gains from
Business or Profession.” In such a case, the provisions of section 46A of the Income Tax Act will not
apply.
3.2.1 Resident Shareholders
a) For individuals, HUF, AOP, BOI, profits would be taxable at applicable slab rates.
b) Domestic companies having turnover or gross receipts not exceeding ₹250 crores in the fiscal
year 2017-18, profits would be taxable at 25%.
c) For persons other than stated in (a) and (b) above, profits would be taxable @ 30%.
No benefit of indexation by virtue of period of holding would be available in any case.
3.2.2 Non Resident Shareholders
a) Non-resident shareholders can avail beneficial provisions of the applicable DTAA entered into by
India with the relevant shareholder country but subject to fulfilling relevant conditions and
submitting/maintaining necessary documents prescribed under the Income Tax Act.
b) Where DTAA provisions are not applicable:
 For non-resident individuals, HUF, AOP, BOI, profits would be taxable at applicable slab
rates
53
 For foreign companies, profits would be taxed in India @ 40%
 For other non-resident shareholders, such as foreign firms, profits would be taxed in India @
30%.
In addition to the above, applicable surcharge and health and education cess are leviable.
(Please see below for rate of surcharge and cess).
4. TAX DEDUCTION AT SOURCE
4.1 In case of Resident Shareholders
In the absence of any specific provision under the Income Tax Act, the Company is not required to
deduct tax on the consideration payable to resident shareholders pursuant to the said Buyback.
4.2 In case of Non-resident Shareholders
The primary responsibility to discharge tax is that of the non-resident shareholder if the income is
taxable in India. The non-resident shareholder should compute LTCG / STCG (as the case may be)
on the buyback of Equity Shares and immediately discharge to the Indian Government the applicable
taxes in India, in consultation with their custodians/authorized dealers/tax advisors (as appropriate).
Since the Buyback is through the stock exchange, the Company will not be able to withhold any taxes,
and thus, the Company believes that the responsibility of withholding/discharge of the taxes due on
such gains (if any) is solely on the custodians/authorized dealers/ non-resident shareholder with no
recourse to the Company.
It is therefore important that the non-resident shareholder consult their custodians/authorized

dealers/tax advisors appropriately and immediately pay taxes in India (either through deduction at
source or otherwise). Considering the above, the Company is not responsible for, and responsibility
vests completely with the non-resident shareholder to discharge, the tax liability in India on the
buyback of Equity Shares. In the event the Indian Government was to charge the Company for any
taxes arising from the Buyback, the non-resident shareholder will fully indemnify the Company for any
tax (including interest) demands on the buyback of Equity Shares. Non-resident shareholders also
undertake to provide the Company, on demand, the relevant details in respect of taxability / non-
taxability of the proceeds arising on buyback of Equity Shares, copies of tax returns filed in India,
evidence of the tax paid, etc.
5. TAX SLABS
The applicable tax slabs are as follows:
Maximum amount not

Taxpayer type
chargeable to tax
Resident individuals who is a senior citizen (60 years or more but less than 80
₹ 300,000
years as on last date of financial year)
Resident individuals who is a super senior citizen (80 years or more at any time
₹ 500,000
during the financial year)
In case of any other individual ₹ 250,000
In case of HUF, AOP, BOI, Artificial judicial person ₹ 250,000
Rebate Under Section 87A for Resident Individuals. A resident Individual is eligible for a rebate of
100% of income tax liability or ₹12,500, whichever is lower.
6. RATE OF SURCHARGE AND CESS
In addition to the basic tax rate, Surcharge and Health and Education Cess are leviable as follows:
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6.1 Surcharge
Taxpayer Range of total income Rate

Domestic companies Exceeds ₹ 1 crore but does not exceed ₹ 10 crore 7%
Exceeds ₹ 10 crore 12%
Companies other than Exceeds ₹ 1 crore but does not exceed ₹ 10 crore 2%
domestic companies Exceeds ₹ 10 crore 5%
Individuals, HUF, AOP, BOI Exceeds ₹ 50 Lakhs but does not exceed ₹ 1 crore 10%
Exceeds ₹ 1 crore 15%
Firms, Local Authority Exceeds ₹ 1 crore 12%
6.2 Cess
Health and education cess at 4% is leviable in all cases.
The Finance (No. 2) Bill, 2019 contains certain amendments to tax slabs, rebate, surcharge and cess
and you should consult with your own tax advisors to determine the tax rates applicable to your
particular circumstances.
7. TAX PROVISION UNDER FINANCE (NO. 2) BILL, 2019
The Finance (No. 2) Bill, 2019 has extended the applicability of buyback tax to listed companies
pursuant to buyback of its shares, effective 5 July 2019, by way of amendment to section 115QA of
the Income Tax Act. Consequential exemption has also been extended under Section 10(34A) of the
Income Tax Act to the shareholders for the amounts received from the company on buyback.
THE ABOVE NOTE ON TAXATION SETS OUT THE PROVISIONS OF LAW IN A SUMMARY
MANNER ONLY AND IS NOT A COMPLETE ANALYSIS OR LISTING OF ALL POTENTIAL TAX
CONSEQUENCES OF THE DISPOSAL OF EQUITY SHARES. THIS NOTE IS NEITHER BINDING
ON ANY REGULATORS NOR CAN THERE BE ANY ASSURANCE THAT THEY WILL NOT TAKE
A POSITION CONTRARY TO THE COMMENTS MENTIONED HEREIN. HENCE, YOU SHOULD
CONSULT WITH YOUR OWN TAX ADVISORS FOR THE TAX PROVISIONS APPLICABLE TO
YOUR PARTICULAR CIRCUMSTANCES.
B. CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES.
The following is a summary of certain material U.S. federal income tax consequences that may be
relevant with respect to a participation in the Buyback of Equity Shares to U.S. holders (as defined
below) (or the exchange of ADSs for Equity Shares and subsequent participation in the Buyback) and
is for general information only. For purposes of this discussion, “U.S. holders” are individuals who are
citizens or residents of the United States, 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, estates, the income of which is subject to U.S. federal income taxation
regardless of its source and trusts having a valid election to be treated as U.S. persons in effect under
U.S. Treasury Regulations or for which a U.S. court exercises primary supervision and a U.S. person
has the authority to control all substantial decisions.
This summary is limited to U.S. holders who 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 Government of the
Republic of India for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
respect to Taxes on Income (the “Treaty”). If a partnership (or an entity treated as a partnership for
U.S. federal income tax purposes) 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 non-U.S. jurisdiction, potential application of the Medicare contribution tax on net investment
income, 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
55
institutions, dealers in securities or currencies, tax-exempt entities, persons liable for alternative
minimum tax, persons that 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 the
Company. This summary is based on the tax laws of the United States as in effect on the date of this
document and on 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 change 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 NON-U.S. TAX CONSEQUENCES OF
PARTICIPATING IN THE BUYBACK.
1. OWNERSHIP OF ADSs
For U.S. federal income tax purposes, Holders generally will be treated as the owners of Equity
Shares represented by such ADSs. Accordingly, the conversion of ADSs into Equity Shares to
participate in the Buyback generally will not be subject to U.S. federal income tax.
2. TAX TREATMENT OF BUYBACK

An exchange of Equity Shares for cash by a U.S. holder pursuant to the Buyback will be a taxable
transaction for U.S. federal income tax purposes. In such case, depending on the applicable U.S.
holder’s particular circumstances, such tendering U.S. holder will be treated either as recognizing gain
or loss from the disposition of the Equity Shares or as receiving a distribution from the Company.
Under Section 302 of the Internal Revenue Code, a tendering U.S. holder will recognize gain or loss
on the exchange of Equity Shares for cash if the exchange:
 results in a “complete termination” of the holder’s interest in the Company;
 results in a “substantially disproportionate” redemption with respect to such U.S. holder; or
 is “not essentially equivalent to a dividend” with respect to the U.S. holder.

The receipt of cash by a U.S. holder in the exchange of Equity Shares will be deemed to result in a
“complete termination” of the holder’s interest in the Company if either (i) all the shares actually and
constructively owned by a holder (including shares which he or she has the right to acquire by
exercise of an option) are sold pursuant to the Buyback and such holder does not thereafter own any
shares of the Company either actually or constructively or (ii) all the shares of Equity Shares actually
owned by a holder are sold pursuant to the Buyback, such holder does not actually own any other
shares of the Company, and the holder is eligible to waive and effectively waives constructive
ownership of shares owned by family members under procedures described in Section 302 of the
Internal Revenue Code. Any holder intending to waive family attribution for purposes of satisfying the
requirement set forth is the preceding subsection (ii) should consult with his or her own tax advisor.
An exchange of Equity Shares for cash generally will be a substantially disproportionate redemption
with respect to a U.S. holder if the percentage of the voting stock owned by such U.S. holder
immediately after the exchange is less than 80% of the percentage of the voting stock owned by such
U.S. holder immediately before the exchange and after the exchange the U.S. holder owns less than
50% of the total combined voting power of all classes of stock entitled to vote. In applying the
Section 302 tests, each U.S. holder must take into account Equity Shares and ADSs that such U.S.
holder constructively owns under certain attribution rules, pursuant to which a U.S. holder will be
treated as owning any Equity Shares and ADSs owned by certain family members (which family
attribution, in certain circumstances, may be waived) and related entities, and Equity Shares and
ADSs that the U.S. holder has the right to acquire by exercise of an option. Each U.S. holder is
expected to consult with its own tax advisor with respect to the application of such attribution rules
given such U.S. holder’s particular circumstances.
56
If an exchange of Equity Shares for cash fails to satisfy the “substantially disproportionate” test, the
U.S. holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of
Equity Shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a
“meaningful reduction” of the U.S. holder’s equity interest in the Company given such U.S. holder’s
particular facts and circumstances. The Internal Revenue Service (the “IRS”) has indicated in
published rulings that a relatively minor reduction of the proportionate equity interest of a U.S. holder
whose relative equity interest is minimal and who does not exercise any control over or participate in
the management of corporate affairs should be treated as “not essentially equivalent to a dividend.”
Each U.S. holder should consult its tax advisors regarding the application of the rules of Section 302
in its particular circumstances. Because the Section 302 tests are applied on a stockholder by
stockholder basis, the Buyback may be a sale or exchange for certain U.S. holders and a distribution
for others.
2.1 Sale or Exchange
Subject to the “passive foreign investment company” (“PFIC”) rules described below, if a U.S. holder
is treated as recognizing gain or loss for U.S. federal income tax purposes from the disposition of
Equity Shares for cash, such gain or loss will be equal to the difference between the U.S. dollar value
of the amount realized and the U.S. holder’s tax basis, determined in U.S. dollars, in the Equity
Shares. Gain or loss recognized will be long-term capital gain or loss with respect to Equity Shares
held for more than 12 months at the time of the sale or other disposition and any gain recognized
generally will be income from sources within the United States for foreign tax credit limitation
purposes. Long-term capital gains of non-corporate US holders are generally taxed at preferential
rates. Capital gains realized by a U.S. holder upon sale of Equity Shares may be subject to tax in
India, including withholding tax. See “Certain Tax Consequences of the Buyback for Non-Resident
Shareholders – Indian Taxation.” 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.
U.S. holders should consult their own tax advisors regarding the tax treatment to them if the buyback
is treated as a sale or exchange.
2.2 Distribution
If a U.S. holder is not treated under the Section 302 tests as recognizing gain or loss on an exchange
of Equity Shares for cash, such U.S. holder will be treated as having received a distribution from the
Company. The gross amount of the distribution will generally be treated as dividend income to the
extent made from the current or accumulated earnings and profits (as determined under U.S. federal
income tax principles) of the Company. Such dividends will not be eligible for the dividends received
deduction generally allowed to corporate U.S. holders. To the extent, if any, that the amount of the
Buyback exceeds the Company’s current and 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 the U.S.
holder’s tax basis in the Equity Shares and thereafter as capital gain.
The Company does not intend to calculate its earnings and profits according to U.S. tax accounting
principles. Accordingly, notwithstanding the discussion in the preceding paragraphs, if the Buyback is
treated as a distribution on the Company’s Equity Shares, such distribution will generally be taxed to
you as a dividend for U.S. tax purposes.
Subject to certain conditions and limitations, including the PFIC rules described below, dividends paid
to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if
the Company is deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes.
A qualified foreign corporation includes a foreign corporation if (1) its shares 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, including the Treaty. Based on existing
guidance, it is not clear whether a dividend on an Equity Share will be treated as a qualified dividend,
because the Equity Shares are not themselves listed on a U.S. exchange. However, the Company
may be eligible for benefits under the Treaty. A corporation is not a qualified foreign corporation if it is
a PFIC in the current taxable year or the prior taxable year (as discussed below).
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 AND WHETHER
ANY FOREIGN TAX CREDITS ARE AVAILABLE TO IT IN RESPECT OF INDIAN WITHHOLDING
TAX, IF ANY.
57
3. PASSIVE FOREIGN INVESTMENT COMPANY
A non-U.S. corporation will be classified as a PFIC for U.S. Federal income tax purposes if either:
 75% or more of its gross income for the taxable year is passive income; or
 on average for the taxable year by value, if 50% or more of its assets produce or are held for the
production of passive income.
The Company does not believe that it satisfies either of the tests for PFIC status for the fiscal year
ended March 31, 2019, and the Company does not expect to satisfy either of the tests for the fiscal
year ending March 31, 2020. However, because this determination is made on an annual basis and
depends on a variety of factors (including the Company’s market capitalization), no assurance can be
given that the Company was not considered a PFIC for the fiscal year ended March 31, 2019, or that
the Company will not be considered a PFIC for the current fiscal year and/or future fiscal years. If the
Company were to be a PFIC for any taxable year in which a U.S. holder owns Equity Shares or ADSs,
U.S. holders would be required to pay an interest charge together with tax calculated at an ordinary
income rates on “excess distributions,” as the term is defined in relevant provisions of U.S. tax laws,
and on any gain on a sale or other disposition of Equity Shares, unless a U.S. holder makes a “QEF
election” or a “mark-to-market” election, as described below. In addition, individual U.S. holders will
not be eligible for the reduced rates of dividend taxation described above if the Company is a PFIC for
the fiscal year of the dividend payment or the preceding taxable year.
If the Company is a PFIC in any year, so long as the Equity Shares or ADSs are and remain
“marketable,” a U.S. holder may be able to avoid the excess distribution rules described above by
having made a timely so-called “mark-to-market” election with respect to such U.S. holder’s Equity
Shares or ADSs. However, because a mark-to-market election cannot be made for any lower-tier
PFICs that the Company may own, a U.S. holder may continue to be subject to the PFIC rules with
respect to any indirect interest in any investments held by us that are treated as an equity interest in a
PFIC for U.S. federal income tax purposes, including the Company’s subsidiaries. U.S. holders should
consult their own tax advisors with respect to making a mark-to-market election and the tax
consequences of the Buyback if such an election is in effect.
In addition, if the Company is a PFIC in any year, a U.S. holder might be able to avoid the excess
distribution rules described above by making a timely so-called “qualified electing fund,” or QEF,
election to be taxed currently on such holder’s pro rata portion of the Company’s income and gain.
However, the Company has not provided information necessary for the QEF election, so such election
would not have been available to U.S. holders.
In addition, certain information reporting obligations on IRS Form 8621 may apply to U.S. holders if
the Company is determined to be a PFIC, including in the year of a sale or disposition.
4. BACKUP WITHHOLDING TAX AND INFORMATION REPORTING

Any dividends paid, or proceeds on a sale of, Equity Shares 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 such
holder is an exempt recipient or provides a 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 will be allowed as
a refund or credit against the holder’s U.S. federal income tax, provided that the required information
is furnished to the Internal Revenue Service.
THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX
CONSEQUENCES RELATING TO PARTICIPATION IN THE BUYBACK. YOU SHOULD CONSULT
WITH YOUR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL
INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY
ADDITIONAL TAX CONSEQUENCES RESULTING FROM PARTICIPATION IN THE BUYBACK,
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.
22. DECLARATION BY THE BOARD OF DIRECTORS

Declaration as required under clause (ix) and clause (x) of Schedule I to the Buyback
Regulations:
58
22.1. The Board of Directors confirms that there are no defaults subsisting in repayment of
deposits or interest payment thereon, redemption of debentures or interest payment
thereon or redemption of preference shares or payment of dividend due to any
shareholder, or repayment of any term loans or interest payment thereon to any financial
institutions or banking company in the last three years.
22.2. The Board hereby confirms that it has made a full enquiry into the affairs and prospects of
the Company and has formed the opinion:
a. that immediately following the date on which the Board Meeting is convened, i.e.,
April 16, 2019 or following the date on which the result of shareholders’ resolution
was declared (“Postal Ballot Resolution”), approving the Buyback, or the date of the
Letter of Offer, there will be no grounds on which the Company could be found unable
to pay its debts;
b. that as regards the Company’s prospects for the year immediately following the date
of the Board Meeting, i.e., April 16, 2019 or the Postal Ballot Resolution or the date of
the Letter of Offer that, having regard to the Board’s intention with respect to the
management of Company’s business during that year and to the amount and
character of the financial resources which will, in the Board’s view, be available to the
Company during that year, the Company will be able to meet its liabilities as and
when they fall due and will not be rendered insolvent within a period of one year from
the date of the Board Meeting, i.e., April 16, 2019 or the Postal Ballot Resolution or
the date of the Letter of Offer; and
c. that in forming an opinion for the above purposes, the Board has taken into account
the liabilities as if the Company was being wound up under the provisions of the
Companies Act 1956, Companies Act, 2013 or the Insolvency and Bankruptcy Code,
2016 (including prospective and contingent liabilities).
This declaration is made and issued under the authority of the Board in terms of the resolution passed
at the meeting held on April 16, 2019.
For and on behalf of the Board of Directors of Wipro Limited,
Sd/- Sd/- Sd/-
Azim H Premji Rishad A Premji Abidali Z Neemuchwala

Non-Executive, Executive Chairman Chief Executive Officer and
Non-Independent Director (Director Identification Number Managing Director
(Director Identification Number (DIN): 02983899) (Director Identification
(DIN): 00234280) Number (DIN): 02478060)
23. AUDITORS CERTIFICATE
The text of the Report dated April 16, 2019 of Deloitte Haskins & Sells LLP, the Statutory Auditors of
the Company, addressed to the Board is reproduced below:
To,
The Board of Directors
Wipro Limited
Doddakannelli, Sarjapur Road,
Bangalore - 560035
Dear Sirs/Madam,
Subject: Statutory Auditor’s report in respect of proposed buyback of equity shares by Wipro
Limited (‘the Company’) in terms of clause (xi) of Schedule I of Securities and Exchange Board
of India (Buy Back of Securities) Regulations, 2018 (as amended) (“Buyback Regulations”).
59
1. This Report is issued in accordance with the terms of our engagement letter dated July 19, 2018.
2. The Board of Directors of Wipro Limited (the “Company”) have approved a proposal for buy-back
of equity shares by the Company (subject to the approval of its shareholders) at its meeting held
on April 16, 2019 in pursuance of the provisions of Section 68, 69 and 70 of the Companies Act,
2013 as amended (“the Act”) and the Buyback Regulations.
3. We have been requested by the Management of the Company to provide a report on the
accompanying statement of permissible capital payment (including premium) (“Annexure A”) as at
March 31, 2019 (hereinafter referred to as the “Statement”) prepared by the management of the
Company, which we have initialed for identification purposes only.
Management’s Responsibility for the Statement
4. The preparation of the statement in accordance with Section 68(2)(c) of the Act, Regulation 4(i) of
the Buyback Regulations and in compliance with the Buyback Regulations, is the responsibility of
the management of the Company, including the computation of the amount of the permissible
capital payment (including premium), the preparation and maintenance of all accounting and other
relevant supporting records and documents. This responsibility includes the design,
implementation and maintenance of internal control relevant to the preparation and presentation
of the Statement and applying an appropriate basis of preparation; and making estimates that are
reasonable in the circumstances.
Auditors Responsibility
5. Pursuant to the requirements of the Buyback Regulations, it is our responsibility to provide a

reasonable assurance that:
i. we have inquired into the state of affairs of the Company in relation to the audited interim
condensed standalone financial statements as at and for the three months and year ended on
March 31, 2019.
ii. the amount of permissible capital payment for the proposed buyback of equity shares as
stated in Annexure A, has been properly determined considering the audited interim
March 31, 2019 in accordance with Section 68(2) of the Act and Regulation 4(i) of the
Buyback Regulations; and
iii. the Board of Directors of the Company, in their meeting held on April 16, 2019 have formed
the opinion as specified in Clause (x) of Schedule I to the SEBI Buyback Regulations, on
reasonable grounds and that the Company, having regard to its state of affairs, will not be
rendered insolvent within a period of one year from the aforesaid date and from the date on
which the results of the shareholders' resolution with regard to the proposed buyback are
declared.
6. The interim condensed standalone financial statements referred to in paragraph 5 above have
been audited by us, on which we have issued an unmodified audit opinion vide our report dated
April 16, 2019. We conducted our audit of the interim condensed standalone financial statements
in accordance with the Standards on Auditing (“the Standards”) and other applicable authoritative
pronouncements issued by the Institute of Chartered Accountants of India (the “ICAI”). Those
Standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement.
7. We conducted our examination of the Statement in accordance with the Guidance note on Audit
Reports and Certificates for Special Purposes, issued by the ICAI (“Guidance Note”). The
Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued
by the ICAI.
60
8. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services engagements.
Opinion
9. Based on enquiries conducted and our examination as above, we report that:
i) We have enquired into the state of affairs of the Company in relation to its audited interim
March 31, 2019 which has been approved by the Board of Directors of the Company on April
16, 2019.
ii) The amount of permissible capital payment (including premium) towards the proposed buy
back of equity shares as computed in the Statement attached herewith as Annexure A, in our
view has been properly determined in accordance with Section 68(2)(c) of the Act and
Regulation 4(i) of the Buyback Regulations. The amounts of share capital and free reserves
have been extracted from the audited interim condensed standalone financial statements of
the Company as at and for three months and year ended on March 31, 2019.
iii) The Board of Directors of the Company, in their meeting held on April 16, 2019 have formed
their opinion as specified in clause (x) of Schedule I to the Buyback Regulations, on
reasonable grounds and that the Company having regard to its state of affairs, will not be
rendered insolvent within a period of one year from the date of passing the Board meeting
resolution dated April 16, 2019 and from the date on which the results of the shareholders'
resolution with regard to the proposed buyback are declared.
Restriction on Use
10. This report has been issued at the request of the Company solely for use of the Company (i) in
connection with the proposed buyback of equity shares of the Company in pursuance to the
provisions of Sections 68 and other applicable provisions of the Act, and the Buyback
Regulations, (ii) to enable the Board of Directors of the Company to include in the explanatory
statement to the notice for special resolution, public announcement, and other documents
pertaining to buy-back to be sent to the shareholders of the Company or filed with (a) the
Registrar of Companies, Securities and Exchange Board of India, stock exchanges, public
shareholders and any other regulatory authority as per applicable law and (b) the Central
Depository Services (India) Limited, National Securities Depository Limited and (iii) for providing
to JM Financial Limited (“the managers”), each for the purpose of extinguishment of equity shares
of the Company in pursuance to the provisions of Sections 68 and other applicable provisions of
the Act and the Buyback Regulations, and may not be suitable for any other purpose.
For DELOITTE HASKINS & SELLS LLP

Chartered Accountants
(Firm’s Registration No. 117366W/W-100018)
Vikas Bagaria
(Partner)
(Membership No. 60408)
Place: Bengaluru
Date: April 16, 2019
UDIN: 19060408AAAAAI8805
61
Annexure A
Wipro Limited
Computation of amount of permissible capital payment towards buy back of equity shares in
accordance with section 68(2)(c) of the Companies Act, 2013 (“the Act”) based on audited interim
condensed standalone financial statements as at and for the year ended March 31, 2019:
Amount
Particulars
(In Rs. Lakhs)
Paid-up Equity Share Capital as at March 31, 2019 (A) 120,679
Free Reserves as at March 31, 2019

 Retained Earnings 4,437,910
 Share Premium Account 1,453
Total Free Reserves (B) 4,439,363
Total (A + B) 4,560,042
Maximum amount permissible for the buyback i.e. 25% of total paid-up equity 1,140,010
capital and free reserves
24. DOCUMENTS FOR INSPECTION
Copies of the following documents will be available for inspection at the Registered Office of the
Company at Doddakannelli, Sarjapur Road, Bengaluru-560035, India between 10 a.m. and 5.00 p.m.
IST on all Working Days (Monday to Friday) during the offer period:
(i) Certificate of Incorporation of the Company.
(ii) Memorandum and Articles of Association of the Company.
(iii) Annual reports of the Company available for the last three financial years.
(iv) Copy of resolution passed by the Board of Directors at their meeting held on April 16, 2019
approving the proposal of the Buyback.
(v) Certificate dated April 16, 2019 received from Deloitte Haskins & Sells LLP, the Statutory
Auditors of the Company, in terms of clause (xi) of Schedule I of the Buyback Regulations.
(vi) Copy of special resolution of the Equity Shareholders approving the Buyback, passed by way of
postal ballot (including through e-voting), the results of which were announced on June 3, 2019.
(vii) Copy of Public Announcement dated June 4, 2019 published in the newspapers on June 5,
2019 regarding Buyback.
(viii) Copy of Declaration of Solvency and an affidavit verifying the same as per Form SH-9 of the
SCD Rules.
(ix) Certificate from M/s. D. Prasanna & Co., Chartered Accountants, dated June 10, 2019 certifying
that the Company has made firm financing arrangements for fulfilling the obligations under the
Buyback, in accordance with the Regulations.
(x) Copy of Escrow Agreement dated July 9, 2019 between Wipro Limited, HDFC Bank Limited and
JM Financial Limited.
(xi) Confirmation letter by the Escrow Bank dated July 11, 2019 that the Escrow Account has been
opened.
(xii) SEBI comments vide letter dated July 29, 2019 issued in terms of the Buyback Regulations,
received on July 30, 2019.
25. DETAILS OF THE COMPLIANCE OFFICER

Mr. M. Sanaulla Khan,
Company Secretary,
Wipro Limited
62
Bengaluru-560035
Tel. No.: +91 80 2844 0011 (Extn: 226185); Fax: +91 80 2844 0054;
E-mail: [email protected]
Investors may contact the Compliance Officer for any clarification or to address their
grievances, if any, during office hours i.e. from 10.00 a.m. to 5.00 p.m. IST on all Working
Days except Saturday, Sunday and public holidays.
26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS/

BENEFICIAL OWNERS
26.1. In case of any grievances relating to the Buyback (e.g. non-receipt of the Buyback
consideration, demat credit, etc.), the investor can approach the Compliance Officer of
the Manager to the Buyback and/or Registrar to the Buyback and/or Compliance Officer
of the Company for redressal.
26.2. If the Company makes any default in complying with the provisions of Section 68 of the
Companies Act or any rules made thereunder, for the purposes of clause (f) of sub-
section (2) of Section 68 of the Companies Act, the Company or any officer of the
Company who is in default shall be punishable with imprisonment for a term and its limit,
or with a fine and its limit or with both in terms of the Companies Act, as the case may be.
26.3. The address of the concerned office of the Registrar of Companies is as follows:
The Registrar of Companies, Karnataka, Bengaluru

nd
‘E’ Wing, 2 Floor
Kendriya Sadan
Koramangala, Bengaluru-560034, India.
27. DETAILS OF INVESTOR SERVICE CENTRE
In case of any query, the Equity Shareholders may contact the Registrar of the Company
or the Investor Relations team of the Company, on any day except Saturday, Sunday and
Public holidays between 10.00 a.m. and 5.00 p.m. at the following address:
Karvy Fintech Private Limited

Karvy Selenium, Tower- B, Plot No 31 & 32, Financial district, Nanakramguda,
Gachibowli, Hyderabad, Telangana State, 500032, India.
Tel: +91 40 6716 2222
Fax: +91 40 2343 1551
Contact Person: Mr. M. Murali Krishna
Website: https://karisma.karvy.com
SEBI Regn. No.: INR000000221
Corporate Identification Number: U72400TG2017PTC117649
Company Investor Relations:

Wipro Limited
Bengaluru-560 035, India.
Tel: +91 80 2844 0011(ext: 227139)
Fax: +91 80 2844 0054
Contact person: Ms. Aparna C Iyer
Website: www.wipro.com
63
28. DETAILS OF THE MANAGER TO THE BUYBACK
The Company has appointed the following as Manager to the Buyback.
JM Financial Limited
th
7 Floor, Cnergy,
Appasaheb Marathe Marg, Prabhadevi,
Mumbai – 400025, Maharashtra, India
Tel.: +91 22 6630 3030
Fax: +91 22 6630 3330
Contact Person: Ms. Prachee Dhuri
Website: www.jmfl.com
SEBI Regn. No.: INM000010361
Corporate Identification Number: L67120MH1986PLC038784
29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE

INFORMATION IN THIS LETTER OF OFFER.
As per Regulation 24(i)(a) of the Buyback Regulations, the Board of Directors accept full responsibility
for the information contained in this Letter of Offer. This Letter of Offer is issued under the authority of
the Board and in terms of the resolution passed by the Board on April 16, 2019.
For and on behalf of the Board of Directors of Wipro Limited
Sd/- Sd/- Sd/- Sd/- Sd/-

Azim H Premji Rishad A Premji Abidali Z Jatin P Dalal M Sanaulla Khan
Non-Executive, Executive Neemuchwala Chief Financial Company
Non-Independent Chairman Chief Executive Officer Secretary
Director (Director Officer and (Membership
(Director Identification Managing Number: F4129)
Identification Number (DIN): Director
Number (DIN): 02983899) (Director
00234280) Identification
Number (DIN):
02478060)
Place: Bengaluru
Date: July 31, 2019
30. OFFER FORM
Tender Form
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LETTER OF OFFER

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

MANAGER TO THE BUYBACK REGISTRAR TO THE BUYBACK

JM Financial Limited Karvy Fintech Private Limited

2. DEFINITION OF KEY TERMS ........................................................................................................ 6

3. DISCLAIMER CLAUSE .................................................................................................................. 9

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS

5. DETAILS OF THE PUBLIC ANNOUNCEMENT ..........................................................................14

6. DETAILS OF THE BUYBACK......................................................................................................15

7. AUTHORITY FOR THE BUYBACK .............................................................................................17

8. NECESSITY OF THE BUYBACK.................................................................................................18

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE BUYBACK

10. BASIS OF CALCULATING THE BUYBACK PRICE ...................................................................23

11. SOURCES OF FUNDS FOR THE BUYBACK .............................................................................24

13. CAPITAL STRUCTURE AND SHAREHOLDING PATTERN ......................................................25

14. BRIEF INFORMATION OF THE COMPANY ...............................................................................28

15. FINANCIAL INFORMATION ABOUT THE COMPANY ...............................................................33

16. STOCK MARKET DATA ..............................................................................................................34

17. DETAILS OF THE STATUTORY APPROVALS ..........................................................................36

19. PROCESS AND METHODOLOGY FOR THE BUYBACK ..........................................................37

20. PROCEDURE FOR TENDER OFFER AND SETTLEMENT .......................................................43

21. NOTE ON TAXATION ..................................................................................................................49

22. DECLARATION BY THE BOARD OF DIRECTORS ...................................................................58

23. AUDITORS CERTIFICATE ...........................................................................................................59

24. DOCUMENTS FOR INSPECTION ...............................................................................................62

25. DETAILS OF THE COMPLIANCE OFFICER ..............................................................................62

26. DETAILS OF THE REMEDIES AVAILABLE TO THE EQUITY SHAREHOLDERS/ BENEFICIAL

27. DETAILS OF INVESTOR SERVICE CENTRE .............................................................................63

28. DETAILS OF THE MANAGER TO THE BUYBACK ....................................................................64

29. DECLARATION BY THE DIRECTORS REGARDING AUTHENTICITY OF THE INFORMATION

30. OFFER FORM...............................................................................................................................64

 An Eligible Shareholder (equity shareholder as on the Record Date i.e. June

NO OFFER TO SUBSCRIBE/PURCHASE/SELL, OR AN INVITATION TO

Activity Date Day

Acceptance/Accept/ Acceptance of fully paid-up Equity Shares tendered by Eligible

4. TEXT OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF

RESOLVED FURTHER THAT the Board hereby confirms that:

5. DETAILS OF THE PUBLIC ANNOUNCEMENT

6. DETAILS OF THE BUYBACK

Sl. No. of Equity %

7. AUTHORITY FOR THE BUYBACK

8. NECESSITY OF THE BUYBACK

9. MANAGEMENT DISCUSSION AND ANALYSIS OF THE LIKELY IMPACT OF THE

ii. Yasmeen A Premji

Face Issue/ Consideration

iv. Tariq Azim Premji

Face Issue/ Consideration

v. Mr. Azim Hasham Premji Partner Representing Hasham Traders

Face Issue/ Consideration

vi. Mr. Azim Hasham Premji Partner Representing Prazim Traders

Face Issue/ Consideration

ix. Azim Premji Philanthropic Initiatives Private Limited

Face Issue/ Consideration

x. Azim Premji Trust

Face Issue/ Consideration

Parameters (based on audited standalone financial

Parameters (based on audited consolidated financial

10. BASIS OF CALCULATING THE BUYBACK PRICE