UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of June 2023

Commission File Number 001-16139

 

 

Wipro Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

Karnataka, India

(Jurisdiction of incorporation or organization)

Doddakannelli

Sarjapur Road

Bangalore, Karnataka 560035, India +91-80-2844-0011

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F  ☑ Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐ No  ☑

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐ No  ☑

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

ANNOUNCEMENT OF SHARE BUYBACK OFFER

On June 2, 2023, Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of the public disclosures regarding the buyback of its equity shares (the “Share Buyback Offer”). The Company hereby furnishes the Commission with copies of such disclosures. The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On June 5, 2023, the Company placed a public announcement (the “Public Announcement”) in certain Indian newspapers concerning the Share Buyback Offer. A copy of the form of this Public Announcement is available on the Company’s website and is attached to this Form 6-K as Item 99.1.

On June 5, 2023, the Company issued a press release (the “Press Release”) concerning its Share Buyback Offer. A copy of such Press Release is available on the Company’s website and is attached to this Form 6-K as Item 99.2.

On June 5, 2023, the Company made available on its website a notice (the “Notice to ADS Holders”) to holders of American Depositary Shares (“ADSs”). A copy of such Notice to ADS Holders is attached to this Form 6-K as Item 99.3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.

 

Dated: June 6, 2023

INDEX TO EXHIBITS

 

Item
99.1		Public Announcement placed in Indian newspapers on June 5, 2023.
99.2		Press Release issued on June 5, 2023.
99.3		Notice to holders of American Depositary Shares made available on June 5, 2023.

Exhibit 99.1

 

13, 17.309 equity shares were lendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price ofRs. 3251- per equity share. This is part ofthe agglllgate of B,03,59, 126 equffy shares tendered and . . , .. . (accepted ) on September 9, 2019puwantto J buyback by the Company ataprice ofRs. 3251- perequityshere. WIPRO LIMITED vll Mr.AzlmHasham Prem I PartnerRepreunllng Zash Traders Date of Nature of No. of Face ( Issue/ Acquisition Consideration (Cash, wip.ro i :i: Corporate Identification Number {CIN): L321 02KA1945PLC020800 Transacuon Transaction Equity Shares Value Rs.) Prtce (Rs.) other than cash etc.) . ‘ ··· ··.. June 29, 2004 Bonus 2,96,29,741’’1 2 R.egistered Office:Doddakannelli, Sa apur Road, Bengaluru 560 035, India. . “ . . . . . . gust 24, 2005 Bonus 12,87,22,290 12) 2 Phone: +91 80 2844 001 1 ; Email: corp-secretarial@wipro.com; June 17, 2010 Bonus 21,61 ,63,200 2 Website: www.wipro.oom; Company Secretary and Compliance Officer: Mr. M Sanaulla Khan March 19, 2013 84,03,481°’ 2 440.05 Cash BlockTrade purchasefrom inter-se PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF EQUITY SHAREHOLDERS//BENEFICIAL OWNERS OF EQUITY SHARES OF WIPRO LIMITED (THE Hasham Tradars “COMPANY”) FOR THE BUYBACK OF EQUITY SHARES THROUGH TENDER OFFER UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY­ June 1 5 2017 Bonus 45 16 19 790 2 BACK Of SECURITIES) REGULATIONS, 2018,ASAMENDED. March a 2019 Bonus 30 10 79 858 2 ( ) Total 1 13 56.18 360 Thispublic announcement the “Public Announcement” Isbeing made pursuant t.othe provisions of Regulatlon SI. No. Name al Stiarehalder No. of Equity Shares % Sharelloldlng 7(i) of th& Securities and Exchange Board of India (Buy Back of Securities) Regulations, :io1 s, as amended j Note: 1. AzlmH Prem i 23,68, 15.234 4.32 (including any statutory modlflcalion(s), amendment(s) or re-enactments from Ume to Ume) (the “Buyback 1. Ol/t oforiginally allotted 6,36, 13,400 equity shares ofRs. 21- each as bonus as of June 29, 2004, 3, 39, 83,659 equity 2. YasmeenA Premji 26,89,770 0.05 shares wel!I tendered and acceptedpursuant to the buyback. by the Company on September 9 2019 al a price of Regulations”) and contains the disclosures as specifiedin Schedule II of the Buyback Regulations read with , 3. Rishad Azim Premji 17,38,057 0.03 Rs. 3251- per equity sharo. This is part of the aggregate of 6, 12,01,078, equity shares tendered and accepted Schedul&tofthe Buyback Regula.lions. 4. Tariq Azim Premjl 15,80,755 0.03 pursuanllo buyback by fha Companyon Saptambar9, 2019al aprice ofRs. 3251-peraquity shalll. OFFER FOR BUYBACK OF UP TO 26,96,62,921 (‘TWENTY SIX CRORE NINETY SIX LAKH SIXTY TWO THOUSAND NINE HUNDREDAND TWENTY ONE ONLY) FULLY PAID UP EQUITYSHARES HAVING FACE VALUE 5. Pagalthivarthi Srinivasan 89,796 0.00 2. OI/I of originally allotted 16,21,22,400 equity shares of Rs. 21· each as bonus, 2,59,00, 110 equity shares wero OF Rs. 21- (RUPEES TWO ONLY) EACH OF COMPANY (THE “EQUITY SHARES”) AT A PRICE OF Rs. 445I­ 6. Lakshminarayana Ramanathan Kolfengode 18,400 0.00 tendered and accepted pursuant to the buyback by the Company on September 9, 2019 at a price of Rs. 3251- per (RUPEES FOUR HUNDRED AND FORTY-FM: ONLY) PER EQUITY SHARE ON A PROPORTIONATE BASIS 7. Vadapany Ravi Klran 6,653 0.00 equity share. This Is part ofthe aggregate of6,12, 01,078 equity shares tenderod and acceptedpursuant to buyback THROUGH THE TENDER OFFER PROCESS USING THE STOCK EXCHANGE MECHANISM. 8. Bnoooa1am Chandrashekharalah Prabhakar 10,400 0.00 by the Company on September 9, 2019 at aprice ofRs. 3251- per equity share. Further, an additional 75,00, 000equity Certain figures containedin lhisPublicAnnouncemen includingfinancial information, have beensubjectto rounding-off 9. AWMari Lakshmanarao 40,070 0.00 400/-perequityshal!I. sharos were tendered and acoeptedpurauant to the buyback by the Company on January 15, 2021, at a price ofRs. adjus!ments.All decimals have been rounded offlo two decimal poinls. In certain instances, (i) the sum or percentage 10. Tekkethalakal K Kurien 8,46,999 0.02 3. 97, shares of Rs.21- each th10141h inter-se purchase from Hasham Trad ers, change of such numbers may not confonn exactly to the total figuregiven; and (ii) the sum ofthe numbers in a column or Ol/t oforiginally acquired 20,790 equity 11. DeepakJain 1,40,483 0.00 13 and rrm incertaintables may not conform exactly to lhetotal figure given forthat columnorrow. , 17,309 equity shares were tendered accepted pursuant to the buyback by the Company on September 9, 12. Manoj Jalswal 4 0.00 2019 at a price ofRs. 3251- perequity share. This is partoftha aggl!lgale of 6, 12,01,078 squityshal!ls tenderedand 1. DETAILS OF THE BUYBACKOFFERAND OFFER PRICE Total 24 39 76 621 4,45 acceptedpursuanttobuyback bytheCompanyon September9, 2019ataprioeofRs.3251-perequityshare. 1 .1 ne board ofdirectorsof the Company (lhe ‘Board”, whichexpression shall include any committeeconslituted and authorized by the Board to exercise its poweis), at its meeting held on April 27, 2023 (the “Board Meeting”) has, (iil)Aggregate shares purchased or sold by the Promoter and Promoter Group, persons In control, Directors of (viiJ)Hasham Investment and Trading Co. Private Limited bj peci companies which are a part of lhe Promoter and Promoler Group during a period of six (6) months preceding Dalli of Natureof No. of Face Issue/ Acquisition C-Onsldera.tion (Cash, su ect to the approval oftheshareholdersofthe Company by way ofa s al resolution through a postal ballot by remote e-\101ing, pursuantto the provisions ofArtide 8.2 ofthe Articles ofAssociation of the Company, Sections 68, the date of the Board Meeting at which the Buyback was approved and the date ofthe Postal Ballot Notice, t.e., Transaction Transaction Equity Shares Value (Rs.) Price (Rs.) other than cash etc.) 69, 70 and 11O and allotherappl (the “Companies Ap/1I27, 2023: 04°’ - -icable provisions,iiany, oftheCompaniesAct,2013, as amended July 7. 2015 Shares received 486.7 2 Acf), the Companies (Share Gapitaland Debentures) Rules, 2014, and RuJe22oftheCompanies (Management and (a)Aggregate NIL of shares purchased or sold by the Promoter and Promoter Group and persons who are in control: under court Administration} Rules, 2014, to the extentapplicable, and in compliancewith the Buyback Regulations and bj subject to ( ) approved scheme of such other approvals, pennissions, consents, exemptions and sanctions, as may be necessaryand su ect to any b Aggregate shares purchasedorsoidbythe Directors of companieswhich arepartofthe PromoteraridPrornoler amalgamation modificationsand conditions, ifany, as maybeprescribed by statutory, regulatoryor governmental authorities as may Groop:NIL 5 62 998 2 -June 15 2017 Bonus be required under applicable laws, approved the buyback by lhe Company of up to 26,96,62,921 {Twenty Six Crore 7. lNTENTIONOF THE PROMOTER AND PROMOTER GROUP AND PERSONS IN CONTROL OF THE COMPANY - -Ninety Six Lakh SixtyTwo ThousandNine HundredandTwenty One only) fullypaid-up Equity Sharesrepresenting up March 8, 201 9 Bonus 3,75,332 2 TO PARTICIPATE IN BUYBACK to 4.91% of the total number of Equity Shares in the paid-up Equity Share Capital of the Company at a ptlce of Total 14,25,034 ily 7 .1 . In terms of the BuybackRegulations, underthe tenderoffer route, the Promoterand PromoterGroup have an optionto Rs. 4451-(Rupees FourHundred and Forty-Fiveonty) P8f Equ Share (the ‘Buyback Price”) payable incash for an Note: participate in the Buyback. In this regard, the Promoter and Promoter Groop entities and persons in control of the a99regale consideration of up to Rs. 120.00,00.00.0001- (Rupees Twelve Thousand Crores only) (the ‘Bll}’back 1. Originally mceived 5,62, 998 equity shares of Rs. 21- aach under court approved scheme of amalgamation, out of ty Companyhave expressed theirintention to participate in the Buyback vide theirletters dated April 27, 2023 and may Size”), Company which as per is 20.95% the latest and audited 17.86% standalone of the aggregate and consolidated ofthe fully paid-up financial equi statements, share capital respectively, and free as reserves at March of 31, the tender up to an aggregate maximum of 3,91,74,1 7,716 Equity Shares or such fower number of Equity Shares in which an agg/1/gate of 76,294 equity shares were tendered and accepted on September 9, .2019 pvrsuant to the aorordance with the proVisioos ofthe Buyback Regulations. Pleasesee belowthe maximumnumberofEquily Shares buybackbythe Company ala price ofRs. 3251-perequlty share. 2023, on a proportionate basis through the ‘tenderoffer’ routeas prescribedunder the Buyback Regulations, from all . (lx)Azlm Prem]i Philanthropic Initiatives Private Umlted ty ( ) t o i l eetnd ered byeach 0Ith e Promole ran dPromoIer Groupas II as persons 1nco11trol 0ftheC ompany: of the shareholders of lhe Company who hold Equi Shares as of the Reo:ml Date as defined below Date of Nature of No. of Face Issue/ Acquisition Consideration (Cash, (lhe “Buyback”}. SL Name of the Promoter and Promoter Group entity Maximum No. of Equity Shares No. Intended to be offered TransacUon Transaction Equity Shares Value (Rs.) Prlce (Rs.) other than cash etc.) 1.2 The Buyback ls more than 1 0% of the total paid-up equity capital and free reserves of the Company based on both ‘” standalone and consolidated financial statements of the Company as per ils latest audited (both standalone and 1. Azim H Premji 15,22,82,702 June 15, 2017 Bonus 9:l,66,611 2 consolidated} financial slalements as ol Marcil 31, 2023. Accordingly, the Company soughl approval of its 2. Yasmeeo A Premp 26,89,770 March 8, 2019 Bonus 52 02,052 2 shareholders for the Buyback, by way of special resolution through the postal ballot notice daled April 27, 2023 (the 3. Rishad Azim Premji 17,38,057 Total 1,45.,68,663”’ “Postal Ballot 5( Notie,,e” ( ) ), in accordancewilhfirst proVisoto Section 68(2)(b) oftheCOrnpaniesActand first proviso to 4. Tariq Azim PremJi 15,80,755 Note: Regulation special resolution, 1 ) b oflhe through Buyback a postal Regulalions. ballot byTheshareholdersofthe remote e-voting on June Company 1 , 2023 approvedthe and the results Buyback, of which byway were ofa 5. Mr. Azim Hasham Premji Partner RepresenUng Hasham Traders 92,89,46,043 1. 01/1 oforiginally allotted 1,00.69. 955 equityshares of Rs. 21· each as bonus, out ofwhich an aggregate of51.82. 115 6. Mr. Azim Hasham Premji Partner Representing Prazim Traders 1,11 ,00,92,315 equity shares wereaccepted on January 15, 2021 purauant to the buyback by the Company ata price ofRs. 400/-per a11nouncedonJune2, 2023. equity share ofWhich 7,03,344 was part ofthis allotment. pi 7. Mr. Azim Hasham Premji Partner Representing Zash Traders 1,13,56,18,360 1 .3 The Buyback Size represents 20.95% and 17.86% of the aggregate ofthe fully paid-up equity share ca taland free 2. Mr. Azim H Premji has disclaimed the beneficial ownerahip of equffy shares helcl by Azim Premji Philanthropic reserves as perthe latest audited standalone and consolidated financialstatements ofthe Company as of Man:h31, 8. Hasham lnveslment and Tradina Co. Private Limited 14,25,034 Azim Premji Philanthrop 1’1 lnniativas Private Limited. 2023, respectively, and Iswithin the statutory Umlt of 25% of the aggregate total paid-up capllal and free reservesof 9. ic Initiatives Private Limited 1 45,68,663 ji (xi AzimPremji TMt the Company, based on both standalone and consolidated audited financial statemenls ot the Company, as per 10. Azim Prem Trust C’l 55,&l,76,017 applicableprovisions ofthe CompaniesAct and Buyback Regulations. Date of Nature of No. of Face Issue/Acquisition Conslderallon (Cash, Total 3,91 ,74,17,716 1.4 The Buyback Size does not Include any transaction cosls viz. brokerage, applicable taxes such as buyb Transaction Transaction EquityShares Value (Rs.) Price (Rs.) other than cash etc.) ack taK Note: “’ (the ‘Buyback Tax”), securitiestransactiontax, goods and servicestax, stamp duty, e penses incurredor to be June 15, 2017 Bonus 35,25,22, 142 2 1. Mr. Azim H P1!1 mJ1 has disclaimed Ille beneficial ownership of equity shares held by Azim Premji Philanthropic incurredforthe Buybacklike filingfees payable to SecuriUes and ExchangeBoardofIndia (the ·sEBI”), advisors/legal March a, 2019 Bonus 20,61,53,875 2 lnitiattves Private Limited. fees, publicannouncement publication expenses and otllerincidentaJano related expenses, etc. Total 5S,86,76,011”’ 2. Mr.Azim HPremji has dlsdalmedthe beneficial ownership ofequity shares heldbyAzim Prem/I Trust 1.5 The Equity Shares are listed on the BSE Limited (the BSE”) and the NalionaJ Stock Exchange of India Limited Note: ( ( y’ 7 .2. The Buyback will notresult In any beneflttothe Promoter and PromoterGroupor any DlrectorsoftheCompanyexcept Shares lhe NSE’) (lhe “ADSs”), hereinafter as el/ldenced together referred byAmerican to as Depositary the stock Recelpts(the Exchanges”) “ADRs’) . The Compan , aretraded s In American the U.S. on Depositary the New to the extent ofthe cash consideration received by them from the Companypursuantto their respective participationin 1. Originally received 39,90,65, 641 equitysharos ofRs. 21-each as bonus.An aggregate or 19,87, 22,670 equity shares the Buybackin their capacity asequityshareholdersofthe Company, and the change in theirshareholdingas perthe were accepted purauantlo the buyback by the C,ompany on January 15, 2021 at a price ofRs. 400/- perequity share, York Stock Exchange (the”NYSE”). outofwhich4,65,43,499waspartoflhisallotment responsereceived in the Buyback, as a resultofthe extinguishmentofEquity Shareswhichwill lead to reduction inthe 1.6 The Buyback is being undertaken on a proportionate basis from the equity shareholders of Equity Shares of the equityshare capitalofthe Companypost Buyback. 2. Mr. Azim H Premji has disclaimed !habeneficial ownership ofequityshal!ls held byAzim Pmmji Trust. Company, inciuding the promoters and promoter grouJ) of the Company (inciuding members thereof) and their ity 8. CONFIRMATIONSFROM THE COMPANY AS PER THE PROVISIONS OF THE BUYBACK REGULATIONSAND associates who hold Equity Shares or persons in control (including such persons acting in concert) who hold Equity 7.3. The details ofthe date and price of acquisitionof the Equ Shares that the Promoter and Promoter Group intend to ( ) ( tenderare set-out below: THE COMPANIESACT Shares as on lhe Record Date as defined below the “Eligible Shareholders”) through the tender offer process ) ity ly prescnbed under Regulation 4(1v)(a) of the Buyback Regulations. Additionally, the Buyback shall be, subject lo (ij AzimH Premji all the Equ Shares ofthecompany areful paid-up; applicable laws, implemented by tendering of Equity Shares by Eligible Shareholders and settlement of the same Date of Nature of No. of Face Issue/ Acquisition Consideration {Cash, i) the Company shall nof issueanyEquily Shares or specified securities, including by way ofbonus, fromthedate through the stool<. exchange mechanism as specified by the SEBI in its circular bearing reference number Transaction Transaction Equity Shares Value (Rs.) Price !Rs.I other than cash etc.I of dedaration of results of the postal ballot for special resolution passed by the shareholders approVing the CIRICFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circular bearing reference number June 29, 2004 Bonus 62,46,589”’ 2 - proposed Buyback, until lhe date of expiry ofthe Buybackperiod; CFD/OCR2/CIR/P/2016/131 dated December 9, 2016 and circular beanng reference number SEBIIHO/CFDIDCR­ AU(!Usl24, 2005 Bonus 1,85,11 ,620 2 - ii) exceptin dischargeofits subsisting obligations, theuyba Companyshall notraisefurther capitalfora period ofsix (Sl IIIICIRIP/2021I615 daled.Augusl 13, 2021, as amended from time to time (collectively. the “SEBI CJrculars”). In this - months or one (1) year from the expiry or the B ck period, as may be applicable in accordance with June 17, 2010 Bonus 2,46,82,160 2 regard, Ille Company will requesl lhe BSE and NSE to provide the acquisition window for facilitating tendering of - applicable Jaw; Equity Shares under the Buyback. Forthepurposesofthis Buyback, the BSEwilJbe the designated stockexchange. June 1 5, 2017 Bonus 6,17,05,400 2 ty - v) the Company shall not buyback locked-in Equi Shares and non-transferable Equity Shares until the pendency 1 .7 Participation in the Buyback by Eligible Shareholders may trigger tax on distributed income lo such Eligible Marth 8, 2019 Bonus 4,11 ,36,933 2 ofthe lock-in ortilllhe Equity Shares become transferable: Shareholders (“Buyback Tu ) in India and such Buyback Tax is to be discharged by the Company. Any income Total 15,22,82,702 (V) the Company shall not buyback its Equity Shares lrom any person through a negoliated deal whether on or off received by Eligible Shareholders pursuantto Iha Buybackofshareswill not be included In the total taxableincome of Note: the Stock Exchanges or through spot transaclionsor through any private anangement in the implementationof such In due shareholders. course, the The Elig ible transaction Shareholderswill ofthe Buyback receive would a letter also be of chargeable offer, which to will securities contain transaction a more detailed taxes note In India. on 1. Outoforiginally a/lolled 1,23,41,080 equity shares ofRs. 21- each as bonus, an agg/1/ga/e of60,94,491 equity shares the Buyback; wem tendered arid accepted pursuant lo the buyback by the C,ompany on September 9, 2019 at a prioe ofRs. 3251- (Vi) there are no defaults subsisting in the repayment of any deposits nciuding interest payable thereon), taxation. consult theirown However, legal, in Viewofthe financial and particu taxadvison;prior lariz.ed nature to oftax participating consequences,the in the Buyback. Eligible Shareholdersare advised to per equity share. Additionally, out of the originally allotted 12,34,108 equity shares of Rs. 10/- each as bonus on redemption of debentures or preference shares, payment of dividend or repayment of any term loans to any January 22, 1998 andsubsequently adjusted forsplit Into shares of race value ofRs. 21- each as on Ille recoro date on financial institution or banks (including interest payable thereon); 1 .8 A copy ofthis Publk:Amooncemenlis available on the j website of the Company atht1pst/www.wipro. October 14, 1999, an aggregate of 61, 70,540 equity sharos wera tendered and accepted on Seplember 9, 2019 (vii) the Company has been in compliancewith Sections92, 123, 127 and 129ofthe COmpaniesAct; the webstteofIha Managerto Iha Buybackwww. mfl.comand is lll(peded lo be available on the website oflheSEBI al purauantto the buyback by the Company ata price ofRs. 3251-perequity sharo. ( ) uyba ( ) during the period of the Buyback and on the website of the Stock Exchanges at wwwbselnd[a @ID Viii lhe aggregateamount of the B ck. i.e. Rs. 120,00,00,00,000 /- Rupees Twelve ThousandCrores Only , wwwsebj goyio (il) Yasmeen APremjl does not exceed 25% of the aggregate of the total paid-up capital and free reserves of lhe Company as per the alld WtfWnsejndja com. Date of Nature of No. of Face Issue/Acquisition Consideration (Cash, latest auditedstandaloneand consolidated balancesheet ofthe COmpanyas at March 31 , 2023; 2. NECESSITYOFTHE BUYBACK Transaction Transaction Equitv Shares Value (Rs.l Price !Rs.I otherthan cash etc.I ) ty ( ty CtX the maximumnumberof Equi Shares proposed to be purchased under the Buyback, I.e., up to 26,96.62,921 2.1 . The Buyback is being undertaken by the Company to return surplusfunds to its equi shareholders, which are over June 29, 2004 Bonus 1,64,794 “’ 2 - Equity Shares), doesnot exceed 25%ofthelotal numberof Equity Shares inthe paid-up Equity Share capitalas and and above cost-efficient its ordinarycapital manner. The requiremenls Buyback is being and undertakenfor in excess ofany the current following investment reasons: plans, in an expedient, effective Aui1ust 24, 2005 Bonus 3,28,800 2 per the latest audited standaloneand consolidaled balance sheetoftheCompany as at Ma.rch 31 , 2023; June 17 2010 Bonus 4 25 066 2 - (x) the Company shall notmakeany offerofbuybackwithina periodof one (1) yearreckonedfromthe dateofexpiry (I) The Buyback will help the Company to distribute surplus cash to ils shareholdersholdingEquity Shares broadly in -June 15. 2017 Bonus 1062666 2 ofthe Buyback period; proportionto their shareholding, lhereby enhancingthe overall returns to shareholders; - ) Marth 8, 2019 Bonus 7,08,444 2 (.xi there is no pendency of any scheme of amalgamation or compromiseor arrangement pursuantto the proVisions (ii) The Buyback, which is being implemented lhrough the tender offer route as preoo-ibed under the Buyback ( Total 26,89,770 of theCompanies Act, asondate; Regulations, would involve a reservalion of up to 15% of the Buyback Size for Small Shareholders as defined below). The COrnpany believes that this reservation of up to 15% for SmaU Shareholders would benefit a large Note: (.xii) the ratio of the aggregate ofsecured and unsecured debts owed by the Company shall not be more than twice numberofthe Company’s public shareholders, whowould be classmedas·small Shareholders·: 1. Originally allotted 2, 19,200 equity sharos of Rs. 21- each as bonus. An agglllgale of 1,44,006 equffy shams were lhe consolidated paid-up financialstatemenls Equity Share capital ofthe and Company, free reserves whicheversetsout after the Buyback the loweramount based on both standalone and (iiij The Buybackwould help in improving nancial ratios like earnings pershareand return on equity, by reducingthe tendered and accepted on September 9, 2019 purauant to the buybackby the Company at a price of Rs. 3251- per equilybase ofthe Company: and equity shal!I, ofwhich 54,406 equityshamswero part ofthis allotment. (.xiii) the Campany shall not directly or indirectly purchase its Equity Shares through any subsidiary company ) (lll)Rishad Azim Premjl including itsown subsidiarycompanies or through any inveslmentcompanyor groupofinvestmentcompanies; (iv) The Buybackgives lhe Eligible Shareholders the choiceto either(A participatein the Buyback and receive cash in lieu of their Equity Shares which are accepled under the Buyback, or (Bl nol to participate in the Buyback and (.xiv) covenantswilhlenders are not being breached pursuant lo the Buyback; Date of Nature of No. of Face Issue/ Acquisition Consideration (Cash, get a resultant increase In their peroentage shareholding In the Company post the Buyback, without addiUonal Transaction Transaction Eouitv Shares Value (Rs.) Price (Rs.) otherthan cash etc.) (xv) the Companyshall not use borrowed funds from banks orfinancialinstitutions in fulfilling its obligations underthe investment - Buyback; and August 24, 2005 Bonus 2,14,948”” 2 3, MAXIMUMNUMBEROF SECURITIESTHAT THE COMPANY PROPOSES TO BUYBACK - (xvi) the COrnpanyshall notwithdraw the Buybackoffer afterthepublicannouncementoftheBuybackis made. June 17, 2010 Bonus 3,78,666 2 3.1 .The Company proposesto buyback up to 26,96,62,921 [Twenty Six Crore Ninety Six Lakh Sixty TwoThousand Nine - 9. CONFIRMATION BY THE BOARO June 1 5, 2017 Bonus 6,116,666 2 Hundred and Twenty Oneonly) fully paid-upEquitySharesoffaoevalueof Rs. 21- (RupeesTwo only) each. . - The Board of the Company has confirmedthat H has made a full enquiryinto the affairsand prospects of theCompany Marth 8, 2019 Bonus 4,57.777 2 4. THE BUYBACKPRICEANDBASIS OFDETERMININGTHE BUYBACK PRICE and ha.sformed the opinion: Total 17,38,057 4.1 .The Equity Sharesofthe Companyare proposed lobe bought backata price ofRs.445/- (Rupees Four Hundred and a. lhat Immediately followingthe dateoowhich lhe meeUng ofthe board ofdirectors Isconvened.I.e. April 27, 2023 or Forty-Five only) perEquity Share. Note: following thedate on whichthe resultof shareholders’resolutionwill bedeclared [the ‘Postal BallotResohrtion”), yb ( rty } ty 1. Originally allotted 3, 08,000 equity shares ofRs. 21· each as bonus, out ofwhich an agglllgale of93,052 equity shares approving lhe Buyback, there will be no grounds on whichthe Companycould befound unableto pay ilsdebts; 4.2.The Bu ack Price of Rs. 445/- Rupees Four Hundred and Fo -Five only per Equi Share was arrived at after considering various factors such as 0) the share price benchmarKS on the NSE, the stock exchange where the were tendered arid accepted on September9, 2019 pursuant to the buyback by the Company at a prioe ofRs. 3251- b. that as regards the Company’sprospectsfor the yearimmediately followingthe date on which the meetjng of the maximum volumeof tradingin the Equity Shares isrecorded, (ii) the net worthoftheCompany, and ii) the impact on perequllyshare. board of directors is convened, i.e. April 27, 2023 orthe Postal Ballot Resolution that, haVing regard to the Board’s the eamlngs perEqulty Share. (lv)TartqAzlmPremjl lntenijon with respectto lhe managementofCompany’s businessduringthatyearand to the amount and character 4.3.The Buyback Price represents a premium of 15.38% over the volume weighted average market price of the Equity Transaction Date of Transaction Nature of Eq11ity No. Shares of Value Face (Rs. } Issue/ Price Acquisition (Rs.) Consideration otherthan cash {Cash, etc.) of the financial resources which will, in the Board’s View, be available lo the Company during that year, the Shares on the NSE for lhe 60 (sixty) tradingdays preceding the date of lnUmallon tothe Stock Exchanges of the Board Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a Meeting to consider the proposal of the Buybackand 21.80% over the volume weighted average market price of the June 29, 2004 Bonus 43,589’’’ 2 - period of one ( 1 l yearfrom thedate ofthe Board Meeting i.e. April27, 2023orthe Postal Ballot Resolution; and Equity Shares on the NSE forthe 10(ten) 1Jadingdays preceding the date ofintimaUon tothety Stock Exchangesofthe August 24, 2005 Bonus 79,500 2 - c. that In forming an opinion forthe abovepurposes,the Boardhastaken lntoaccounlthe lia.bilities as iftheCompany Board Meeting to considerthe proposal ofthe Buyback. The dosing market price ofthe Equi Shares as on the date June 17, 2010 Bonus 1 ,06,000 2 - was being wound up underthe provisions ofthe COrnpaniesAct1956, COmpaniesAcl,2013 orIha Insolvency and of intimation of the Board Meeting forconsidering the Buyback, being April 21,2023, was Rs. 368.05 on NSE and - Banl<ruplcy Code,2016(including prospectiveandcontingenlliabllities). Juoe 15, 2017 Bonus 2,65,000 2 Rs. 368.00onBSE. - 10. INFORMATION FORADS HOLDERS Marth 8, 2019 Bonus 1,76,666 2 4.4.The Buyback Price is al a premium of 289.1 1 % of the book value per Equity Share of the Company, which as of - (i) Equity Share Withdrawal Man:h 31 , 2023 was Rs. 114.36/- (Rupees One Hundred Fourteen and Thirty-Six Paisa only) P8f Equity Share, on a September 13, Market Purchase 9,10,000 2 667.76 2021 As previously discussedin the notices toADS holders made available on the Company’s website on May 8, 2023, standalone basis. holders ofADSs will not be eligible lo tenderADSs In the Buyback. In orderforsuch holders to participate In the 4.5.The basic and diluted earnings per Equity Share ol the Company prior to the Buyback, for the one year ended Total 15,80,755 Buyback, they must becomeholders of Equity Shares as of the Record Date (as defined below). They, therefore, Marcil 31, 2023 was Rs. 16.751- and Rs. 16.72/- per Equity Share, respectivelyon a standalone basis. Assumingfull Note: ft need to (I) establish an accountwith a ba11k, brokeror othernominee in lndla sufllclently in advance o he Record acceptance under the Buyback, the basic and diluted earnings per Equity Share of lhe Company will be Rs. t 7.62/­ 1. and Orlglnaltyallolted accept. 53,000equity shares ofRs. 2/- each as bonus. An aggregate of35,911 equity shares were tendered Datetoreceive the withdrawn Equity Shares in DR typeelectronicdematerialized form(a “BrokerageAccounr} alldRs. 17.581- per Equity Share poslthe Buyback, respectively ona slandalone basis. Bd on September 9, 2019 purauant to the buyback by the C,ompany at aprice ofRs. 3251-perequity shalll, prior to the Record Date, (ii) submtt the desired number of ADSs to JPMorgan Chase Bank N.A., as the ADR 4.6. The annualized return on nel worth of the Company was 14.62% for the one year ended Man:h 31 , 2023 on a ofwhich 9,411 equity shares werepart ofthis allotment. depositary(the “Depositary”)for cancellation and wtthdrawlhe underlying Equity Shares no later than three (3) standalone basis, which will inaease to 18.08% post the Buyback, on a slandalone basis, assuming full acceptance (vi Mr.AzimHasham Premjl PartnerRepreMntlngHash<lmTraders NewYorkbusrnessdays prior to the RecordDale (“EquityShare Withdrawal”) and (m) after receivingthe Equity of the Buyback. Date of Natura of No. of Face Issue/ Acquisition Consideration {Cash, Shares In the Brokerage Account, tender into the Buyback any or all such withdrawn Equity Shares when the 5. MAXIMUM AMOUNT REQUIRED UNDER THE BUYBACK AND ITS PERCENTAGE OF THE TOTAL PAID UP Transaction Transaction Equit

ParticipatingIn continued from Iha previous Buyback page. may result in ADS holders receiving lessproceeds than what could be obtained by 12.4.As defined in Regulation 2(i)(n] o1 the Buyback Regulations, a “small shareholder” is a shareholder who holds ix. Bigible Shareholders who have tendered their demat shares in the Buyback shall also provide all relevant sa111naADSson the NYSE. equityshareshaving market value, on thebasisofclosing priceon the stock exchange havinghighesttradingvolume sent. documents,which Such documentsmay are necessa,y include lo (but ensure notlimitedto): transferability (a) dulyattested of thedemat power shares of in attorney, respect of ttany the person tenderform other to than be (iB) Tax and Regulalory Considerations as onthe RecordDate,ofnotmorethan Rs. 2,00,000/-(Rupees Two Lakhsonly). Participation in the Buyback will uigge< the Buyback Tax to be discharged by the Company, however, income 12.5.ln accordance with Regulation 6 of the Buyback Regu ations, 15% of the number of Equity Shares which the lhe certificate egal El ible Shareholder heirship certificate, has signed in case the any tender Eligible form; Shareholder (b) duly attested is deceased, death or certificate court approved and succession scheme of received pursuantlo such Buyback sh.all be exempt from income tax in India.ADS holdersare advised to consult Company proposes lo buyback or such number of Equity Shares entitled as per the shareholding of small theirown legal, financialandtax advisorsprior lo participatingInthe Buybackand requesting that theDeposita,y shareholders as on the R.ecord Date, whichever is higher, Shall be reserved for the small sharel’IOlders as partof this merger/amalgamafion authorizations[induding for board a company; and/orgeneral and meeting (c) in case resol ution) of companies, . the necessary certified corporate effectan Equity ShareWithdrawal, including advice related to any related regulatory approvals and U.S., Indian Bu ack. and othertax considerations.In addition, priofto submitting anyADSs forwithdrawal,AOS holders areadvisedto 12.6.Based ontheholding on the Record Date, the Company wil determine theenti11ementofeach Eligible Shareholderto 13.13.Procedure tobe followed by EllglbleShareholders holding Equity Shares inthe physicalform: . confirm thatthey havea BrokerageAcoount in India thatcanta e deli\18,yoftheEquity Shares. tender their shares in the Buyback. This entitlement for each Eligible Shareholder will be calculated based on the The procedure isasbelow: Special noticetosecurity holdersIn the United States number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of the Buyback required Eligible SMreholdets to approach the who Stock are Brokeralong holding physica with l Equity thecomplete Shares setof and intend documents to participate forverification in the proceduresto Buyback l’lill be be The Buyback is being made for serurities of an Indian company and is subjectto the laws of India. It is important applicable in the catego,y to which such shareholder belongs. In accordance with Regulation 9(ix) of the Buyback forU.S. securitiesholdersto beawarethat the Buyback Issubjecttotender offer laws and regulationsin Indla that carried oul induding the (i) original share certificate(s), (ii} valid share transferfonn(s) duly filled and signed bylhe Regulations, inorderto ensurethatthe same shareholders with multipledemataccountslfollos do not receive a higher are different fromthose in the U.S. and documents related to the Buybackwill be prepared in accordancewith transferors (i.e., by all registered shareholdersin same orderand asperthespecimensignaturesregistered with entiUement under the Small Shareholder categoiy, the Company will dub together the equity shares held by such lhe Company) and duly witnessed at Ihaappropriate place authorizing the transfer in favor of the Company, (iii) Indian f011T1at and style, which differs from customa,y U.S. f011Tiatand style. Certain U.S. federal securities laws shareholders with a common Permanent Account Number (the ‘PANrJ for determining the cateqo,y (Small apply to the Buyback as there are U.S. holders of Equity Shares and ADSs. The Buyback is being treated in 1he self-attested copy of the shareholder’s PAN Card, and (iv) any other relevant documents such as power of Shareholderor General) and entitlementunder the Buyback. In case of joint shareholding, the Companywill club attorney, corporate authorization (including board resolution/specimen signature), notarized copy of death U.S. as one to which the ‘Tier r exe<nption set forth in Rule 13e-4(h)(SJ under the Securities Excl1ange Act of 1934, asamended, is applicable. together the Equity Sharesheldin cases wherethe sequenceofthe PANsofthejointshareholders is identical. In case certificateandsuccessioncertificate orprobated will, ifthe originalshareholderhasdeceased,etc., as appllcable. (iv) Documents onDisplay of physical shareholders, wherethe sequenceof PANs is identical, the Company will club together the equity shares In addition, ifthe address of an Eligible Shareholder hasundergone a changefrom the address registered in the held in such cases. Similarly, in case ofphysical shareholders where PANis nol available, the Companywill checkthe RegisterofMembersofthe Company, the Eligible Shareholderwouldbe required to submit a seff-attested copy of The Company is subject to the reporting and otherinformational r9Guirements of !he U.S. Securities Exchange Act of 1934, as amended, and, in aCOOfdance 11lerewith,files reports and otherinformation with the SEC, which sequence name of joint of names Shareholders ofthe joint is holders identical. and The club togelher shareholding the EquityShares of institutional held investors in such caseswhere like mutual the funds, sequence pension of address proof consisting or any one of the following doruments: valid Aadhar Card, Voter Identity Card or can be inspecte<!and copied at the public reference faciliUes maintained by the SEC at 100 F Street, NE, Passp0rt. Washington D.C, 20549. Coples of these materials canalso be obtained fromthe Public ReferenceSection oftne funds/trusts, and will be considered insurance companiesetc. separately, where , wi111 these common Equity PAN Shares will not are be held dubbed for different togetherfordeterminingthe schemes and have a category different ii. Based on these documents, the Stock Broker shall place lhe bid on behalfof the Eligible Shareholder holding SEC, 100 F Street, NE., Washington D.C, 20549, at prescribed rates. The SEC maintains a website at of Equity the Stock Shares Exchanges. in physical formwhowishes Upon placing the to bid, tender the Stock Equity Broker Shares shall in the provide Buybackusing a TRS generated theAcquisition by the Window Stock WflWsecgov that contains reports, proxy and infonnation statements, and other information regarding demat shareholderrecordsreceivedfromthe account nomenclature based Depositories. on information prepared by the Registrar and Transfer Agent as per the Exchanges’ biddingsystem to the EligibleShareholder. The TRS will contain the detailsofthe order submittedlike registrantsthat make electronicfilingsl’.iththeSEC using its EDGAR system. Ifyou haveany questlonsregarding an Equity Share Withdrawal ortheBuyback, please call the Company at +91- 12.7.After acceptingthe Equity Shares tendered on the basis of entitlemen the Equity Shares leltto be bought back, if folionumber,certificatenumber, distinctive number, numberofEquitySharestend.ered,etc. 80-28440011.Please donot calltheDepositarywith any questions related totheBuyback oranymatter related to any, In one catego,y shall first be accepted, in proportion to the Equity Shares tendered over and abo\18 their in. The the TRS Stock either Broker by has registered to deliverthe post original or courier share or hand certificate(s)and delive,y to documents the Registrar (asmentionedabove) (a1 the address mentioned alongwith at openingaccountsIn India. Registered Holders may, however, contact the Depositaryabout the procedurerelated entitlement in theoffer byEligible Shareholders in thatcatego,y, and thereafter from Eligible Shareholders who have lo the cancellation oftheirADSs. Those holdingADSsthrough a bank, broker or othernominee must contact such tendered o\18r and abovethe·renlitlementinthe othercategory. wtthin paragraph 2 (two) 15 below days of or bidding the collectioncentres by the Stock Broker. ofthe Registrar The envelope detailsofwhichwillbe should be super included saibed as in the ‘Wipro Letterof Buyback Offer) bank, brokeror nomineewithany questions theymayhave related lo such canceUafionprocedures. 12.8.Tha participation ofEligibleShareholdersin the Buyback is volunta,y. Bigible Shareholders holding Equity Shares of 11. REPORTBYTHE COMPANY’S STAUTORYAUDITOR Offer 2023”, One copy of the TRS l’lill be retained by the Registrar and it l’lillprovide ackr,owledgement of the the Company CM cl!ooseto participate and get cash in lieu ol shares to be accepteo under the Buybackor they may sametotheStockBroker/Eligible Shareholder. The text of the report dated April 27, 2023 of Deloitte Haskins & Sells LLP, the Statutory Auditors of the Company, choose not to participate. Eligible Shareholders holding Equity Shares ofthe Company may also accept a part of their addressedto the Board isreproducedbelow: iv. Eligible Shareholder holding physical EquityShares should note that physical Equity Shares will not be accepted entiUemenl EligtbleShareholders holding EquitySharesofthe Company also havethe option of tender ing additional unless the complete set of documents are submitted. Acceptance of the physical Equity Shares for the Buyback To, shares(over and abovetheirentitlement)and participatein the shortfallcreated due to non-participationofsome other shall be subject to verification as per the Buyback Regulations and any further directionsissued in this regard. The The Board of Directors shareholders, aany. Registrar will verify such bids based on the documents submitted on a daily basis and till such time the Stock Wipro limited 12.9.The maximum tender under the Buyback by any Eligible Shareholder cannot exceed the number of Equity Shares Exchangessha l display such bids as ‘unconfirmed physical bids’. Once the Registrar confirms the bids, Hwill be l Doddakannelli, Sa apur Road, Bengaluru - 560035 held by the Eligible Shareholder as on the RecordDate. In case the .Eligible ShareholderholdsEquitySharesthrough treated as ‘confirmed bids’. Dear Sirs /Madam, multiple demat accounts,the tender through a demat account cannot exceed the number of EquityShares held in that v. In case any Eligible Shareholder has submitted Equity Shares In physicalform fordematerialisation,such Eligible Subject: Company’} Statutory in term& Auditor’s of clause report (xi) In of respect Sclmlule of Iproposed of Securities buyback and of Exchang& equity shares Boartl by of Wipro India {Buy-back Limited (‘the of demataocounl Shareholders should ensure that the processofgettingthe EquityShares dematerialised iscompleted wellin Ume 12.1 0.The EquitySharestenderedas perthe entitlementby Eligible Shareholders holding Equity Shares of the Company so that theycan participate in the Buyback beforetheclosureofthe tendering period ofthe Buyback. Securities)Regulations, 2018, asamended (“Buyback Regulations”) as well as addttional EquitySharestendered, ifany, will be accepted as perlheprocedure laid down in the Buyback vi. An unregistered shareholder holding Equity Shares in physical form may also tender theirEquity Shares in the 1 . ThisReportis issued in accordancewith thetermsofourengagernentletterdated July20,2022. Regulations. The settlement of the tenders under the Buyback will be done using the “Mechanism for acquisition of Buybackby submittingthe dulyexecuted transferdeedfor1ransferofshares,purchasedpriorto the Record Dale, 2. The Company Board (subject ofDirectors to the ofWipro approval Limited of its (“Company’) shareholders) have at approved its meeting a proposal held on April for buy-backofequitysharesbylhe 27, 2023 in pursuance of the shares through Stock Exchange pursuant 1o Tender-Offers under Takeovers Buy Back and Dellsting’ notified under in their name, along wilh the offer form, a copy of their PAN card and of the person from whom they have theSEBI Circulars. purchased shares andotherrelevantdocuments as requiredfortransfer, ifany. Regulations. provisions of Sections 68, 69 and 70 of the Companies Act, 201 3 as amended (‘the Act’) and the Buybacll 12.1 1 .Participation in the Buyback by shareholders will bigger the Buyback Tax in India and such tax is to be dischargedby 13.14.METHDDOF SETTLEMENT the Company. Any income received by Eligible Shareholders pursuant to the Buyback of shares l’lil not be included In Uponfinalization of lhe basisof acceptanceas per Buyback Regulations: 3. We permissiblecapital have been requested payment bylhe (riduding Management premium) oflhe ( AnnexureA’) Company to providea as at March report 31,2023 on the {hereinafter accompanyingstatement referred toas the of the total taxable income of such shareholders. The Buyback will also be chargeable to sewrities transaction tax in I. The settlementoftrades shallbe carried out Inthe mannersimilar to settlementoftrades in the secondarymarket. India. The.shareholders are advised ID consulttheir own legal, f111 anaal and taxadvisorspriorto participating in the ii. The Company will pay the consideration to the Company’s Broker who l’lill transfer the funds pertainingto the “statement’) prepared bythe managementofthe Company, which we have initialed foridentification purposeonly. Bu ack. Buyback to the Clearing Cofporation’s bank accounts as per the prescribed schedule. For Equity Shares Management’s Responsibilityforthe Statement accepted under the Buyback, the Clearing Corporation will make direct funds payout to respective Eligible 12.12.Detaied instructions for participationin the Buyback{tender of EquityShares in the Buyback) aswe! as the relevant 4. The preparation of the statement in accordancewith Section 68{2}(c) of the Act, Regulation 4(i) of the Buyback timetabfewill be induded inthe letterof offerlo be sent in duecourseto the Eligible Shareholders. Shareholders. If Eligible Shareholders’bank accounldetailsare not available orifthe funds transfer instruction is Regulations and in compliance with the Buyback Regulations, is the responsibility of the management of the -13. PROCESS AND METHODOLOGY FOR BUYBACK rejected by the Reserve Bankof India/an Eligible Shareholder’s bank, due toany reason, then such funds l’lill be Company, induding the compu1ationof the amount of the permissible capital payment (including premium), the transferred to the concerned Stock Broker’s setUement bank accounl for onward transfer to such Eligible preparation and maintenance of all accounting and other relevant supporting reconls and documents. This 13.1 .The Buyback is open to all Eligible Shareholders (including holders ofADSs who submitthe desired number ofADSs Shareholders. responsibilityindudesthedesign, implementaUon and maintenanceofinlemal conlrol relevantto thepreparationand to the Deposita,yfor cancellation and withdraw lhe underlying Equity Shares from the ADR program no later than ii. For the Eligible Shareholders holding Equity Shares in physical form, the funds pay-out would be given to their presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are 12:00 noon New York City time on June 13, 2023) of the Company, ho ding Equity Shares either in physical or respective StockBroker’ssettlementaccountsfor releasingthe same to the respectiveEligible Shareholder’s reasonable in the circumstances. dematerializedform on the Record Date. account Audlt01$ Responsibility 13.2.The Buyback shall be Implemented using the “Mechanism for acquisiUon of shares through Stock. Exchange· notified iv. In case of certain client types, i.e , NRI, f-oreign clients, etc. (where there are specific RBI and other regula1ory 5. Pursuant to the requirements of the Buyback Regulations, it is our responsibilityto provide reasonable assurance vide the SEBI Circulars and fol lowing the and procedure on such prescribed erms and in conditions the Companies as may Act be and permitted the Buyback by l Regulations, requirements pertaining to fundspay-out) whodo r,ot opt to settle through custodians, the funds pay-outwould be whether: and as may be delermined by the Board t aw from lime to given to their respective Stock Broker’s settlement accounts for releasing the sarne to the respective Eligible i. we have inquired into the state of affairs of the Companyin relation to the audited interim condensed standalone time. Shareholder’saccount. Forthispurpose,the clienttypedeta!swould be collected from the depositories,whereas and consolidated financial statementsas atandforthethree monthsand yearended Marcil31 , 2023. 13.3,For implementation of the Buybacil, the Company has appointed JM Financial Services Limited as the regislered funds payoutpertainingto the bids settled through custodianswilI betransferredtothe settlement bank account of ii. the amountofpermissiblecapitalpaymentfor the proposedbuyback ofequityshares as slated inAnnexureA, has brokerto the Company (the “Company’s Broker’) to facilitate the process of lendering of Equity Shares through the the custodian, each in accordance with the applicable mechanism presaibed by BSE and the Clearing statementsasatand been properly determined for thethree consideringthe monthsand audrted yearendedMarch interim condensed 31 , 2023 standalone inaccordancel’lithSection68(2)(c}of and consolidated financial would stock exchange be made by mechanismfor theCompany. the Thecontactdetailsofthe Buybackthrough whomthe Company’sBrokerare purchasesandsettlementson as follows: accountof the Buyback Corporation fromti me to Ume. v. Details in respect of shareholder’s entidement for tender offer process will be provided to the Clearing theActandRegulation 4(Qofthe BuybackRegulations; and JM Financial Services Limited, Corpora1ions by 1he Company or Registrar to the Buyback.On receiptof lhe same. Clearing Corporations will iii. the in clause Board (x) ofDirectorsofthe of Schedule I to Company, the Buyback in theirmeetingheld Regulations, on onAprit reasonable 27, 2023have grounds and formedthe that the opinion Company as specified will no 5 Floor, energy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025, lncia. blockedshares cancel theexcess mentionedin Of unaccepted theaccepted blocked shares bid\\illbe in the transferred demataccountoftheshareholder. 10 theClearingCorporations. On settlementdate, all Tel: +91 22 6704 3000; Fax: +91 22 6761 7222 fromthedale having regard on to whichthe its state ofaffairs. resultsofthe be rendered shareholders’ Insolvent resolution within with a period regard of one to the year propooed from the buybacll aforesaid is passed. dale and Contact Person: Oivyesh Kapadia; Tel.: +91 22 3024 3852 vi. In the case of Inter deposlto,y, Clearing Corporations will cancel the excess or unaccepted shares in target 6. The audited interim condensed standalone and conso lidated financial statements referred to in paragraph 5 above Email: DiVYesh.Kapadia@jmfl.com. depository. deposito,y. Source Further. deposito,y release of will IDT not message be able to shall release be sent 1he by lien target without depository a release either of IDT based message on cancellation from target Website: www.imfinanoJal5efYices.jn have We conducted been audited ouraudit by us, of on the which interim we have condensed issued standaloneand an unmodified auditopinionvideour consolidated financial reports statements datedApril in accordance 27, 2023. SEBI Registration Number. lNB-INF011054831 (BSE); INB/INEIINF231054835 (NSE) requestreceivedfrom as received from the Company Clearing Corporations or the Registrar or automaticallygenerated to the Buyback. Post receiving aftermatching lhe IDT with message bid accepted from target detail CorporateIdentification Number: U67120MH1998LC115415 with the Standards onAuditing specified under Section 143(1 0) of the Act {the “Standards’) and other applicable deposito,y, source Deposito,y will canceVrelease excess orunaccepted block shares in the demat account of the 13.4.The Company will request both Stock Exchanges to provide a separate acquisition window (the ‘Acquisition shareholder. Post completion of tendering periodand receiving the requisite details viz., demat accountdetails authoritative pronouncements issuedbythe lnstiluleofChartered Accountantsof India (the’ICAI”). Those S1andards require thatwe plan and perform the audit to obtain reasonableassurance about whetherthe financial statements are Wlndow”) BSE will be tofacilitate the designated placingofsell stockexchangeforthe orders by Eligible purposeofthis Shareholders Buyback. who wish The to tender details Equity oftheAcquisition Shares in the Windowwill Buyback. and accepled bid quantity, source depository shall debit the securities as per the communication/message freeofmaterial misstatement receivedfrom targetdeposito,yto the extent ofacceptedbid shares from shareholder’sdemat accountand credit 7. We conducted our examination of the Statement in accordance l’lith the Guidance note on Audit Reports and be specifiedby theStockExchangesfrom time to time. ii to Clearing Corporationsettlementaccounlln targelDepository on settlementdate. Certificates for Special Purpose (Revised 2016), issued by the ICAJ (‘Guidance Note”)and standards of auditing 13.5.Shareholders During the tendering through period,theorderfor their respective stock sellingthe brokers Equ. (the ityShareswill “Stock Broke! be placedin $’) during theAcquisition normal trading Windowby hours El or igible the vii. Any excess physical Equity Shares pursuant to proportionateacceptance/rejection will be returned back to the specifiedunder section 143(10} oftheAct, In so far as applicablefor the purposeofthiscertificate.TheGuidance Nofe EligibleShareholders directly by the Registrar. The Company is authorizedto splitthe sharecertificateand issue requiresthatwe complywiththe ethical requirementsof the Code of Ethics issued by the ICAI. secondarymar11et. StockBrokersmayenterordersfordematshares as wellas physical shares. a new consolidatedsharecertificateforthe unacceptedEquityShares, incasethe EquitySharesaccepted bythe 8. We have complied wtth the re evant applicable requirements of the Standard on Quality Control (SQC) 1,, Quality 13,6.tn the event the Stock Brokers of any Eligible Shareholder is not registered wi1h BSE as a trading member/stock Companyare inthe physical lessthan form . the Equity Sharestendered in the Buyback by Equity Shareholders holding EquityShares Control for Firms that PerformAudits and Reviews of Historical Financial Information, and Other Assurance and broker, then that Eligible Shareholder can approach any BSE registered stock broker and can registerthemselves by Related Services engagements. using quid< unique client code (the ‘UCC1 facility through the registered stock broker (after submitting all details as viii. The or by lien ordinary marked post againstunacceptedEquityShares or courier (in case of physical will shares) be released, at the ifany, Eligible orwould Shareholders’ be returned sole by registered risk. Eligible post Opinion may be required by such registered stock broker in compliancewith applicablelaw). In case the Eligible Shareholders 9. Basedon enquiries conducted and ourexamination as above, we report that: are unable to register using UCC facilitythrough any other registered broker, Eligible Shareholders may approach Shareholders Buybackarecompleted. should ensure that their deposito,y account is maintained till all formalities pertaining to the i) We have e11Gulred into the state of affairs of the Company in relation to rts audrted standalone and consolidated Company’s Broker to place their bids, subject to completion of knowyourcustomer requirements as required by the financial statements as at arid forthree months and year ended March 31 , 2023 whicil has been appro11Sd by the Company’sBroker. Ix. The Buyback. Company’s Brokerwouldalso Issuea contractnote tothe Companyfor the EquitySharesaccepted under the Board of Directors ofthe Companyon April 27, 2023. 13.7.Modmcation/cancellation ofonlers and multiple bidsfrom a single Eligible Shareholderwill only beallowed during the ii) The amountof permissible capital payment (induding premium) towards the proposad buy back of equity shares tendering period ofthe Buyback.Multiple bids made by a single Eligible Shareholder!Qrselling Equity Sharesshall be x. The Equity Shares boughtback in dematform would be transferred directlyto thedemataccounloftheCompany as computed in the S1aternent attached herewith as Annexure A, in our view has been property determinedIn clubbeclandconsidered as ‘one bid’forthe purposesofacceptance. openedforthe Buyba.ck (the “Company Demat Acco1mt’} provided it is indicatedbythe Company’sBrokeror it accordancewith Section68(2)(c)oftheAct and Regulation4(i)ofthe BuybackRegulations.The amountsof share 13.8.The cumulative quantitytendered shall be made available on the website of the Stock Exchanges throughoutthe the will dearing be transferred and settlement by the Company’s mechanismofthe Broker to Stock the Company Exchanges. DematAccount on receipt of the Equity Shares from capital and free reserves have been extractedfrom the audited interim condensed standalone and consolidated trading sessions and will be updated al specific intervals during ttie tendering period. financialstatementsoftheCompanyas atand forthreemonthsandyear endedMarth 31 , 2023. xi. Eligible Shareholders who intend to participate in the Buyback shouldconsult theirrespecti\18 Stoclc Broker for 13.9.Further, the Company will not accept Equity Shares tencered for Buyback which are under restraint order of the any cost. applicable taxes. charges and expenses (including brokerage), stamp duty etc., that may be levied iii) The Boan! of Directors of 1he Company, in their meeting d on April27, 2023 have formed their opinion as court/any other competent authority for transfer/sale and /or litte in respect of which is otherwise under dispute or specified in dause (x) ofSchedule I to the BuybackRegulations, on reasonablegrounds and that the Company including by the Stock Broker upon the Eligible Sha.reholders for tendering Equity Shares in the Buybacll where loss of share certifieates has been notified to the Companyand the duplicate share certificates have no! been (secondarymarkeltransaction).The Buybackconsiderationreceivedby the Eligible Shareholders in respectof having regard to Its state of affairs, will not be rendered Insolvent within a period of one yearfrom the date of Issued eltl’lefdue to such request being underprocess as perthe provisionsoflaw orotherwise, passing the Board Meeting resolution dated April 27, 2023 and from the date on whicil the results of the accepted Equity Shares could be net of such costs, applicable taxes, charges and expenses (including 13.1 0.The Buyback from the Eligible Sharaholders who are residents outside India induding foreign corporate bodies brokerage) and the Companyaccepts no responsibilityto bearorpaysuch additionalcost,charges and expenses shareholders’ rerolutionwilh regard to the proposed buybackare passed. (lncfuding erstwhile overseas corporale bodies), foreign portfolio in11Sstors, non-resident lndJans, members offoreign (induding brokerage and/orstamp duty) Incurred solelyby the Eligible Shareholders.The Stoel< Brokers(s)would Restrictlon on Use nationality, ifany, shall be subject lo the Foreign Exchange Management Act, 1999 and rules and regulations framed issue contractnote and paytheoonsideration forthe Equity Shares accepted under the Buyback. 10. This reporthas been issued at the request of the Companysolely for use ofthe Company (i) in connection wtth the thereunder, Ifany, IncomeTaxAct, 1961 and rules and regulationsframedthereunder, as applicable, and also subject 13.15.The Equity Shares lying to the credit of the Company DematAccount and the Equity Shares bought back and proposed buyback of equity shares ofthe Company in pursuanceto theprovisions of Section 68 and otherapplicable to the receipt/provision by such Eligible Shareholders of such approvals, if and to the extent necessary or required accepted in physical form will be extinguished in the manner and followingthe procedure prescribedin the Buybad< provisionsofthe Act, and the Buyback Regulations, (ii) to enable1he BoardofDirectors of!tie Company to include in the explanatorystatementto the noticef-or special resolution, publicannouncement, and otherdocumentspertaining from concerned authoritiesIncluding, but not limited to, approval s fromthe Reserve Bank of India under the Foreign Regulations. to buy-back to be sent to the shareholders of theCompanyorfiledwith (a)the Registrar ofCompanies, 5eo.irities and Exchange ManagementAct, 1999and rules and regulationsframedthereunder, ifany. 14. COMPUANCEOFFICER ExchangeBoar!Iof India, stock exchanges, public shareholders and any other regulatOI)’ authority as per applicable 13.1Uhe Management reporting Act, requirements 1999, as amended for non-resident and any other shareholders rules, regulations, under Reserve guidelines, Bank for of remiHance India, Foreig of funds, n Exchange shall be address Investors their may grievances, contact the If Company any, during Secretary office hours and Compliance I.e., from 1 0.00 OfficeroftheCompany a.m. to 5.00 p.m. on for all anydarifications wor11ing days except or to law and (b) the Central Depository Services (India} Limited, National SecuritiesDej)Ository Limited and (iii) for pro\iiding to JM Financial Limited (‘the managers”),each forthepurposeofbuybacllofequitystiaresofthe Company made bythe EligibleShare.holdersand/orthe StockBrokerU,roughW.h’ch the EligibleShareholderplaces thebid. Saturday, Sunday and public holidays, atthe following address: in pursuancetothe provisionsotSection68 and other applicable provisionsoftheActand the Buyback Regulations, f 3.12.Procedureto IM! lolloWi!d bv Ellglble Shareholders holding Equity Shares [nthedemateriallzedform: Mr. M Sanaulla Khan and may not be suitable for any other purpose. This report shoutd not be used for any other purpose without our prior i. Eligible Shareholders who desire lo tender their EquityShares in dematerialized form underthe Buyback would Company Wipro Limited. Secreta,yand Compliance Officer, written consent.Accordingly, we do not acceptor assume any liabilityorany dutyof care forany other purposeor lo have todo so lhrough!heir respective Stock Broker by indicating the details ofEquityShares 1hey inten to tender any other person lo whom this certificate is shown or into whose hands rt may come without our prior consent in underthe Buyback. Doddakannelll, Sa apur 1 Road, Bengaluru - 560 035, India. eb it writing, ii. The StockBrokernould be requiredto placean order/bidon behalfofthe Eligible Shareholderswho wish to tender Tel : +91 80 2844 00 1; Email: sanauna khan@wipro.com; W s e: wwwwiprocom For DeloitteHaskins & Sells LLP Equity Shares in the Buyback using theAcquisition Window of the Stock Exchanges, For further detaiis, Eligible 15. REGISTRARTO THE BUYBACK/lNVESTOR SERVICE CENTRE Chartered Accountants Shareholders may refer to the circulars issued by the Stock Exchanges and Indian Clearing Corporation Limited In case of any queries, Eligible Shareholders may also contact the Registrar to the Buyback or the Investor Sdl- Firm Registration No. 117366W/W-1 0001 f l and the National SeruritiesClearing Corporation (collectively referredto as the ‘Clearing CorporaUonsj. following Relations address: team of the Company, during office hours i.e., from 10.00 a.m. to 5.00 p.m. on all worklng days at the rii. The details and the settlement number under which Iha lien will be marked on the Equity Shares tendered forthe A11and Subramanium RegistrartotheBuyback Partner Buyback wilt be provided in a separate circular to be Issued by the Stock Exchanges and/or the Clearing Membership No. 110815 Corporation. Place: Bengaluru Iv. The neo shall be marked by the Stock Broker In the demat a.ccount of the Eligible Shareholder for the shares Date: April 27, 2023 tenderedin tender offer. Detailsofshares markedas lien in the demat accountof1he Eligble Shareholdershall be provided by the depositories to Clearing Corporation.In case. the shareholders demat account is held with one KFIN Technologies Limited UDIN: 2l110815BGXVKM1t 94 Selenium Building, Tower-B, Plot No 31 & 32, Financial Dis1rict, Nanakramguda, Serilingampatly, Annexure A depositoryand clearing member pool and Clearing CorporationAccountis heldwith other deposito,y, shares shall Computation of amount of permissible capital payment towards buyback of Equity Shares in accordance with section be blocked In the sfla.reholdersdemat accounta source deposito,y during the tendering period. lnler deposltOI)’ Tel Hyderabad No: +91 Rangareddy, 40 6716 2222; Telangana- Contact person: 500 032, Mr. India. M. Murali Krishna; Fax No.: +91 40 6716 1 5 63 68(2) oftheActand the BuybackRegulations basedon audtted interim oondensed standalone and consolidated financial tender offer(the “IDT”) instructions shall be initialed by the shareholdersat source depositoryto clearingmember/ Too free No.: 18003094001 ; Email: wipro.buyback2023@ldintech.com; Website: https:\lkarisma.ldintech.com statements as at andforthree monthsand yearended Marcil 31 , 2023: Clearing Corporation accountaltarget deposito,y. Sourredepository shall block the sha.reholder’ssecurities (I.e., SEBI Registration Number: INR000000221; CorporaleldentificaUon Number: L72400TG2017PLC11 7649 Partic tars Amount (In Rs. Lak’hs} Amount (In Rs. Lakhs) transfers fromfree balanceto blocked balance)and sendIDTmessagetotargetdepositoryfor confirmingcreafon CompanyInvestor Relations Standalone Consolidated of lien. Details of sharesblocked in the shareholders demataccountshall be provided bythe target deposito,yto Wipro Limited Paid-up Equity Share Capital as at March 31, 2023 (A} 11)9,756 109,758 theClearingCorporation. Ooddakannelll, Satjapur Road, Bengaluru - 560 035. India. Free Reserves as at March 31 , 2023 v. For custodian participant order$ for demat Equity Shares, early pay-in is mandato,y prior to confirmation of Tel: +91 80 2844 0011; Contactperson: Mr. Dipak Kumar Bohra; Email: dipak.bohra@wipro.com; - Retained Eaminos 5,585,889 6,571 ,797 order/bid by custodian. The custodianparticipantshall either confirm or reject the orders not laterthan the closing Website: www.wipro.com Securities Premium Reserve 3 3 014 37 596 of tradinghours on the last day of the lendering period.Thereafter, all unoonfinnedorders shali be deemed to be 16. MANAGER TO THE BUYBACK rejected. For all confirmedcustodian participanlorders,order modification shall revoke the custodian confirmation Tota l FM Rewves (Bl 5,618,903 ti,609,393 andtherevised order shall be senttothe custodian ag.ain forconfinnation. Total (A B} 5,728,661 6,719,151 jJM FINANCIAL vi. Upon placing the bid, the Stock Broker shall provide a Transaction Registration Slip (the “lRS”) generated bythe 25% Maximum of total amount paid-up permlss·ble equity capital for the and buyback free reserves i.e. lower of of 1,432,165 exchange bidding system to the Eligible Shareholder. The TRS will contain the details of the order submitted like JM -r Floor, Financial Cnergy, Limited Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025, India. standalooeand consolidated financial statements bid of the ID number, completed application tender form number, and DP other ID, documents, dlent ID, numberof but lien Equity marked Shares on Equity tendered, Shares etc. and In caseof a valid non-receipt bid In the Tel : +91 22 6630 3030; +91 22 6630 3262; Fax: +91 22 6630 3330; Contact Person: Ms. Prachee Dhuri 12. RECORD DATE AND SHAREHOLDER’S ENTITLEMENT Email: wipro.buyback2023@jmft.com; Website:www.jmft.com;SEBI Registration Number: INM000010361 exchange bidding system, the bid by such EligibleShareholder shall be deemedto have been accepted. Corporate Identification Number: L67120MH1986PLC038764 12.1 .As requiredunder theBuybackRegulations, the Company has fix ed June 16, 2023 as the record date (the’Record Date”) for determining the entiffementandthe names ofthe shareholders holding Equity Sharesofthe Companywho vii. It ts clarified that in case of dematerialized Equity Shares, s11bmission of the tender form and TRS to the 17. DIRECTOR’S RESPONSIBILITY will be Eligible Shareholdersto participate in the Buyback. Holdars ofADSs wi I nof be eligible to lender ADSs in the Registrar Is not;requlred.Afterthe receipt oflhe demal Equity Shares by theClearing Corporationand a valid bid As perRegulation 24(0(a) ofthe BuybackRegulations,theBoan!accepts responsibilityforthe information contained Buyback. In order for such holders to participate in the Buyback, they mus1 take certain actions priorto the Record in the exchange bidding system , the Buybacksh.all be deemed to have been acceptedfor Eligible Shareholders in this Pubtlc Announcement and oonfirms that su.ch document rontains true, factual and material Information and Date. For additionaldetails concerning participation in the Buyback byADS holders, see paragraph 1 0above entitled holding Equity Sl7ares in dema1form. does notcontainanymisleadinginformation. “lnfonnation for ADS Holders”. Eigible Shareholders will receive a letter of offer along with a Tender/offer form vii. Eligible Shareholders wm have to ensure that they keepthedeposito,y participant(the”DP’) accounl active and Forand on behalfofthe Board ofWipro Limlted indicatingtheirentitlement unblocked.Further, Bigible Shareholders will ha\18 to ensure that theykeep the bank account attachedwith the Sdl- Sd/- Sd/- Sd/-12.2.As required under the Buyback Regulations, the dispatch of the letter of offer shall be through electronic mode In DP account active and updated to recei\18 credit remittance due r to acceplance of Buyback of shares by the RlshadA PremJI Thierry Delaporte Jatln P Dalal M Sanaulla Khan accordancewith the provisions of the Companies Act within two (2) working days from the Record Dale. If the Company. in the event if any equity shares are tendered to Clea ing Corporation,excess dematerialized equity Chairman Chief ExecutiveOffi<:e r and Managing Chief Financial Company Secr

Exhibit 99.2

 

Wipro issues Public Announcement Regarding Buyback Offer

EAST BRUNSWICK, N.J. | BENGALURU, India – Jun. 05, 2023: On June 5, 2023, Wipro

Limited (NYSE:WIT, BSE: 507685, NSE: WIPRO) (the “Company”), a leading technology services and consulting company, issued a public announcement in India (“Public Announcement”) providing further details regarding the buyback (“Buyback”) by the Company of up to 269,662,921 (Two Hundred and Sixty Nine Million and Six Hundred Sixty Two Thousand Nine Hundred Twenty One only) fully paid-up equity shares of face value Rs. 2/- each of the Company (“Equity Shares”) representing up to 4.91% of the total number of Equity Shares in the paid-up Equity Share Capital of the Company at a price of Rs. 445/- (US$ 5.42¹) per Equity Share (“Buyback Price”) payable in cash for an aggregate amount of up to Rs. 120,000,000,000/- (Rupees One Hundred Twenty Billion only) (up to approximately US$ 1.4623 billion¹) (“Buyback Size”). The Buyback Size constitutes 20.95% and 17.86% of the aggregate of the fully paid-up Equity Share capital and free reserves of the Company as per the latest audited standalone and consolidated balance sheet, respectively, as at March 31, 2023.

The Buyback will be conducted on a proportionate basis through the “tender offer” route as prescribed under the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018, as amended, and the Indian Companies Act, 2013, as amended, and rules made thereunder, including any statutory modifications or re-enactments thereof, from all holders of Equity Shares who hold Equity Shares as of Friday, June 16, 2023, the record date for the Buyback (the “Record Date”). The Buyback Size does not include any transaction costs viz. brokerage, applicable taxes such as Buyback tax, 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, advisors/legal fees, public announcement publication expenses and other incidental and related expenses, etc. Buyback tax does not form part of the Buyback Size and will be appropriated out of the free reserves of the Company.

The Company’s American Depositary Shares (“ADSs”), each representing one Equity Share, evidenced by American Depositary Receipts (“ADRs”), are traded in the U.S. on the New York Stock Exchange (“NYSE”) under the ticker symbol “WIT”. In order for a holder of ADSs to participate in the Buyback, such holder will need to become a direct shareholder of the Company prior to the Record Date. To have the chance to become a direct shareholder of the Company prior to the Record Date, holders of ADSs will need to submit their ADSs to JPMorgan Chase Bank, N.A., as ADS Depositary (the “Depositary”) for cancellation and withdrawing the underlying Equity Shares, no later than 12:00 noon New York City time on June 13, 2023 (the “Cancellation Deadline”) so that they are holders of Equity Shares as of the Record Date.

 

1	The U.S. dollar amounts are based on the exchange rate of Rs. 82.06/USD as of April 21, 2023 (Source: http://www.federalreserve.gov/releases/h10/hist/dat00_in.htm).

In order to cancel ADSs, holders of ADSs must comply with all of the provisions governing the ADSs related thereto (including without limitation, payment of all fees, charges and expenses owing) no later than the Cancellation Deadline and, prior to the Record Date, will also need to establish a brokerage account in India that is a DR type demat account in order to receive the withdrawn Equity Shares. Equity Shares may only be delivered to a DR type demat account. Such holders will then be able to tender the Equity Shares in the Buyback in accordance with the terms of the Buyback. Holders of ADSs have received, through the Notice of Postal Ballot sent to all holders of Equity Shares, including ADS holders, on May 2, 2023. On May 8, 2023, the Company also made available on its website a notice to holders of ADSs of the Buyback and information regarding surrendering the ADSs to the Depositary for cancellation and withdrawing the underlying Equity Shares so that they can participate in the Buyback and a notice to holders of ADSs concerning certain tax disclosures (the “ADS Notices”). As stated in the ADS Notices, holders of ADSs should note that they may not have sufficient time to establish a brokerage account in India such that they are able to tender Equity Shares and participate in the Buyback. The Depositary will not assist in establishing accounts in India nor will it assist holders in complying with the terms of the Buyback. If an ADS holder withdraws the underlying Equity Shares, such holder will not be able to re-deposit their Equity Shares into the ADR program and receive ADSs in return, regardless of whether such holder participates in the Buyback. Equity Shares are not listed on, and cannot be sold on, a U.S. exchange. Participation in the Buyback will trigger Buyback tax, which is to be discharged by the Company, while income received pursuant to the Buyback will be exempt from income tax. Holders of ADSs who decide to withdraw the underlying Equity Shares will be responsible for any related taxes, duties and fees, including fees payable to the Depositary to cancel the ADSs.

Holders of ADSs are advised to review the current trading price of ADSs on the NYSE, the current trading price of the Equity Shares on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE), and the Buyback Price prior to surrendering the ADSs for cancellation and withdrawing any Equity Shares. The Buyback Price is at a 16.49% and 23.18% premium over the volume weighted average market price of an ADS on the NYSE for the 60 and 10 trading days, respectively, preceding the date of notice to NSE and BSE of the board meeting to consider the proposal of the Buyback, i.e., April 21, 2023². The Buyback Price will be paid in Indian Rupees, therefore, holders of ADSs should also review foreign exchange rates in effect prior to making any decisions regarding the withdrawal of Equity Shares underlying the ADSs and participating in the Buyback. In addition, shareholders who intend to participate in the Buyback should consult with their stock brokers regarding any costs, charges and expenses (including brokerage) that may be required by the stock broker for participating in the Buyback (secondary market transaction). The Buyback consideration received by selling shareholders in respect of accepted Equity Shares could be net of such costs, charges, withholding taxes (if any), securities transaction tax, stamp duty and expenses (including brokerage). Selling shareholders will be responsible for all such costs, charges and expenses.

 

2	Based on the exchange rate of Rs. 82.06/USD as of April 21, 2023 (Source: http://www.federalreserve.gov/releases/h10/hist/dat00_in.htm).

 

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The Public Announcement published in India on Monday, June 5, 2023 and supplemental information regarding the participation in the Buyback by holders of ADSs are posted on the Company’s website at https://www.wipro.com/ and are available on the website of the U.S. Securities and Exchange Commission (“SEC”) at www.sec.gov, generally on Form CB or Form 6-K. Such documents contain important additional information about the Buyback and related matters. Holders of ADSs are strongly encouraged to read such documents and consult with their financial and tax advisors prior to determining to submit their ADSs to the Depositary for cancellation and withdrawing the underlying Equity Shares.

The complete terms and conditions of the Buyback will be contained in the Letter of Offer which is expected to be mailed to holders of Equity Shares as of the Record Date after receipt of all necessary approvals. The Letter of Offer will also be available on www.wipro.com.

If you have any questions regarding an Equity Share withdrawal or the Buyback, please call the Company at +91-80-2844 0011 or send an e-mail to corp-secretarial@wipro.com.

Persons holding ADSs through a bank, broker or other nominee should contact such bank, broker or nominee with any questions they may have related to such cancellation procedures. Registered holders of ADRs may, however, contact the Depositary about the procedure related to the cancellation of their ADSs. Please do not contact the Depositary regarding the Buyback.

Special Notice to Securityholders in the United States

The Buyback is being made for securities of an Indian company and is subject to the laws of India. It is important for U.S. securities holders to be aware that the Buyback is subject to tender offer laws and regulations in India that are different from those in the U.S. and documents related to the Buyback will be prepared in accordance with Indian format and style, 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. The Buyback is being treated in the U.S. as one to which the “Tier I” exemption set forth in Rule 13e-4(h)(8) under the U.S. Securities Exchange Act of 1934, as amended, is applicable.

About Wipro Limited (NYSE: WIT)

Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO) is a leading technology services and consulting company focused on building innovative solutions that address clients’ most complex digital transformation needs. Leveraging our holistic portfolio of capabilities in consulting, design, engineering, and operations, we help clients realize their boldest ambitions and build future-ready, sustainable businesses. With over 250,000 employees and business partners across 66 countries, we deliver on the promise of helping our customers, colleagues, and communities thrive in an ever-changing world. For additional information, visit us at www.wipro.com.

 

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Contact for Investor Relations		Contact for Media & Press
Dipak Kumar Bohra		Purnima Burman
dipak.bohra@wipro.com		Purnima.burman@wipro.com

Forward-Looking Statements

The forward-looking statements contained herein represent Wipro’s beliefs regarding future events, many of which are by their nature, inherently uncertain and outside Wipro’s control. Such statements include, but are not limited to, statements regarding Wipro’s growth prospects, its future financial operating results, and its plans, expectations and intentions. Wipro cautions readers that the forward-looking statements contained herein are subject to risks and uncertainties that could cause actual results to differ materially from the results anticipated by such statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth, complete proposed corporate actions, intense competition in IT services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our business and industry.

Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission, including, but not limited to, Annual Reports on Form 20-F. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf.

 

 

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Exhibit 99.3

 

NOTICE TO HOLDERS OF WIPRO LIMITED

AMERICAN DEPOSITARY SHARES,

EACH REPRESENTING ONE EQUITY SHARE

On April 27, 2023, the Board of Directors of Wipro Limited (the “Company”), in accordance with the provisions of the Indian Companies Act, 2013 (the “Act”), the Companies (Share Capital and Debentures) Rules, 2014 (“Rules”) (to the extent applicable), the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended from time to time, (the “Buyback

Regulations”) approved an offer by the Company to Buyback (as defined below) its Equity Shares (as defined below). In accordance with the provisions of the Act and the Buyback Regulations, the Company received shareholder approval for the Buyback, the results of which were announced on June 2, 2023.

Buyback Summary

The Company is offering to buy back up to 26,96,62,921 (Twenty Six Crore Ninety Six Lakh Sixty Two Thousand Nine Hundred and Twenty One only) fully paid-up equity shares of face value 2/- (Rupees Two only) each of the Company (the “Equity Shares”) representing up to 4.91% of the total number of Equity Shares in the paid-up Equity Share capital of the Company at a price of 445/- (Rupees Four Hundred and Forty Five only) per Equity Share (U.S. $5.42¹) (the “Buyback Price”) payable in cash for an aggregate amount of up to Rs. Rs. 120,00,00,00,000 (Rupees Twelve Thousand Crores only) (the “Buyback Size”), which is 20.95% and 17.86% respectively of the fully paid-up Equity Share capital and free reserves as per the latest audited standalone and consolidated financial statements, respectively, of the Company as at March 31, 2023, whichever sets out a lower amount, on a proportionate basis through the “tender offer” route as prescribed under the Buyback Regulations, from all of the shareholders who hold Equity Shares as of the record date (the “Buyback”) and the Buyback Size does not include transaction costs viz. brokerage, applicable taxes such as Buyback tax, 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 (the “SEBI”), advisors/legal fees, public announcement publication expenses and other incidental and related expenses, etc.

The Buyback will be implemented using a tender offer process, under which holders of Equity Shares as of the record date will be able to tender a proportionate number of their Equity Shares to the Company at the Buyback Price. The record date for the Buyback has been announced in a public announcement, published on June 5, 2023 (the “Public Announcement”). The number of shares each holder of Equity Shares is entitled to tender will be calculated based on the number of Equity Shares held by the respective shareholder on the record date and the entitlement ratio of the Buyback applicable to each shareholder. The final number of shares the Company will purchase from each holder of Equity Shares will be based on the total number of shares tendered. Accordingly, the Company may not purchase all of the shares tendered by a holder of Equity Shares. The Company published the Public Announcement, providing further details on the Buyback, and the full terms and conditions of the Buyback will be contained in a letter of offer (the “Letter of Offer”), which will be dispatched to holders of Equity Shares as of the record date.

 

1	The U.S. dollar amounts are for illustrative purposes only and are based on the exchange rate of Rs. 82.06/USD as of April 21, 2023 (Source: http://www.federalreserve.gov/releases/h10/hist/dat00_in.htm).

Required Conversion of ADSs to Participate

Holders of American Depositary Shares (the “ADSs”) of the Company (each a “Holder” or collectively, the “Holders”), each representing one Equity Share, evidenced by American Depositary Receipts (the “ADRs”), 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 as of the record date. They, therefore, need to 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. The Public Announcement published by the Company sets out the details on the Buyback, including the record date, and the full terms and conditions of the Buyback will be contained in the Letter of Offer. However, Holders should note that Holders may not have sufficient time to establish a Brokerage Account if the Holder did not initiate such process prior to the publication of the Public Announcement.

Following establishment of a Brokerage Account, if a Holder desires to participate in the Buyback, such Holder must (i) 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 three New York business days prior to the record date (the “Equity Share Withdrawal”) and, (ii) after receiving the Equity Shares in the Brokerage Account, tender into the Buyback any or all of 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. YOU MUST BE A HOLDER OF EQUITY SHARES AS OF THE RECORD DATE TO PARTICIPATE IN THE BUYBACK. The Depositary will charge such Holder a fee of U.S. $0.05 for each ADS surrendered for cancellation and any other fees and expenses provided for pursuant to the terms of the ADSs. These fees and expenses are payable whether or not the withdrawn Equity Shares are accepted for tender in the Buyback.

Please refer to the accompanying notice entitled Tax Disclosures and Limitations of Liability for additional information.

Prior to submitting any ADSs for withdrawal, you should consult with your financial and tax advisors and ensure that you have a Brokerage Account in India that can take delivery of the Equity Shares. Certain figures contained in this document have been subject to rounding-off adjustments. All decimals have been rounded off to two decimal points. You should also be aware of the following:

 

•

The Buyback Price is a 16.49% premium to the volume weighted average market price of an ADS on the New York Stock Exchange (the “NYSE”) for the sixty (60) trading days preceding the date of notice to the Indian Stock Exchanges (as defined below) of the board meeting to consider the proposal of the Buyback, i.e., April 21, 2023.

 

•

The Buyback Price is a 23.18% premium to the volume weighted average market price of an ADS on the NYSE for the ten (10) trading days preceding the date of notice to the Indian Stock Exchanges (as defined below) of the board meeting to consider the proposal of the Buyback, i.e., April 21, 2023.

•

Upon withdrawal of the Equity Shares underlying the ADSs, an Equity Holder will not be able to re-deposit the Equity Shares into the ADR program to receive ADSs.

 

•

Equity Shares must be held in a Brokerage Account in India and such Equity Shares cannot be traded on the U.S. exchange, i.e., the NYSE.

 

**	All amounts in this section are based on the exchange rate of Rs. 82.06/USD as of April 21, 2023, as published by the Federal Reserve Board of Governors.

There is no guarantee that a Holder will be able to complete the process of establishing a Brokerage Account with sufficient time for the Equity Share Withdrawal at least three New York business days prior to the record date, if such Holder does not initiate such process prior to the publication of the Public Announcement. There is no guarantee that any 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. Equity Shares that are not accepted in the Buyback will remain outstanding, and the rights and obligations of any holder of such Equity Shares will not be affected. Because of the terms of the Deposit Agreement dated October 19, 2000, and as amended, by and among the Company, the Depositary and the holders from time to time of ADRs (the “Deposit Agreement”) and uncertainties in Indian law, holders of Equity Shares do not currently have any right to re-deposit such Equity Shares to receive ADSs, and will not be entitled to any other rights or obligations of a Holder, even if such Equity Shareholder previously held ADSs. Equity Shares trade on National Stock Exchange of India Limited (the “NSE”) and the BSE Limited exchange in India (the “BSE”, and together, the “Indian Stock Exchanges”), but do not trade on U.S. exchanges.

In addition to the accompanying notice entitled Tax Disclosures and Limitations of Liability, the Notice of Postal Ballot and the Public Announcement provides further details on the Buyback. The full terms and conditions of the Buyback will be contained in the Letter of Offer, which will be dispatched to holders of Equity Shares as of the record date. The Notice of Postal Ballot is available on www.wipro.com, the Public Announcement is available on www.wipro.com, and the Letter of Offer will also be available on www.wipro.com. Any informational documents related to the Buyback that are published or disseminated by the Company will be furnished to the U.S. Securities and Exchange Commission (the “SEC”) under cover of Form CB no later than the business day after the relevant documents are published or otherwise disseminated by the Company in India. Documents furnished to the SEC can be viewed on the SEC’s website at www.sec.gov when they are filed.

Each Holder that requests that the Depositary effect an Equity Share Withdrawal will be deemed to have acknowledged, represented to, warranted and agreed with the Company that such Holder has sufficient information on the Company and the terms of the Equity Share Withdrawal so as to enable such Holder to decide whether to effect an Equity Share Withdrawal.

Holders who wish to retain their ADSs do not need to take any action. The implications of effecting an Equity Share Withdrawal will depend on individual circumstances. HOLDERS SHOULD CONSULT THEIR OWN LEGAL, FINANCIAL AND TAX ADVISORS BEFORE REQUESTING THAT THE DEPOSITARY EFFECT AN EQUITY SHARE WITHDRAWAL.

Procedures for Equity Share Withdrawal

A registered Holder may surrender ADSs to the Depositary for cancellation along with the requisite fees, charges and expenses and a written order directing the Depositary to cause the Equity Shares represented by the ADSs to be withdrawn and delivered to, or upon the written order of, any person designated in such order (the “Withdrawal Order”). Persons holding their ADSs through a bank, broker or other nominee must request such bank, broker or other nominee to surrender the ADSs to be cancelled, pay the requisite fees, charges and expenses to the Depositary and provide the Depositary with the Withdrawal Order in order to withdraw the Equity Shares represented by such cancelled ADSs.

The Depositary will NOT assist Holders or other persons in establishing accounts in India. Holders are also advised that if delivery of the related Equity Shares cannot be completed within seventy-two (72) hours of the first presentment of a given cancellation request by reason of improper delivery instructions, local market requirements or any other reason, the presenter of such ADSs will be deemed to have not presented such ADSs for cancellation and such ADSs will be credited or returned to such Holder accordingly. As no cancellation will be deemed to have been presented, a portion or all of the cancellation fees theretofore paid may be retained by the Depositary to cover any costs the Depositary may have incurred in attempting delivery of Equity Shares. As a result, it is recommended that any party surrendering ADSs for cancellation consult with their local market agent to ensure that delivery instructions are properly provided and that any and all local market requirements have been satisfied to allow for timely delivery of Equity Shares.

Each Holder that wishes to effect an Equity Share Withdrawal will be responsible for setting up its own Brokerage Account, including providing any necessary documentation and know your customer documentation. A withdrawing Holder will also be solely responsible for its ADS cancellation fees and any other fees, charges and expenses of the Depositary and its agents. The process to set up a Brokerage Account may be a lengthy process, and must be completed sufficiently prior to the record date such that any Holder that wishes to participate in the Buyback may effect an Equity Share Withdrawal no later than three New York business days prior to the record date.

To be a holder of Equity Shares on the record date and be eligible to participate in the Buyback, a registered Holder must submit to the Depositary the Withdrawal Order, the ADS cancellation fees and any fees, changes and expenses owing under the Deposit Agreement no later than 12:00 noon three New York business days prior to the record date.

Before the Depositary will permit withdrawal of Equity Shares, the Depositary may require:

 

•

payment of its fees;

 

•

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any deposited securities;

 

•

production of satisfactory proof of the identity of any signatory and genuineness of any signature or other information it deems necessary; and

•

compliance with applicable laws and regulations, provisions of the Company’s charter and resolutions of the Company’s board of directors, and regulations it may establish, from time to time, consistent with the Deposit Agreement, including presentation of transfer documents.

The Holders are solely responsible for taking all of the steps and meeting all of the requirements necessary to effect an Equity Share Withdrawal.

Please refer to the accompanying notice entitled Tax Disclosures and Limitations of Liability for additional information.

Price History and Stock Exchanges

The Equity Shares are traded on the Indian Stock Exchanges. The ADSs are traded in the United States on the NYSE, under the ticker symbol “WIT”. The following table sets forth for the periods indicated the price history of the Equity Shares on the Indian Stock Exchanges and ADSs on the NYSE. The stock prices for prior periods have been restated to reflect stock dividends issued by the Company from time to time.

 

		BSE																NSE																NYSE
		Price per Equity Share																Price per Equity Share																Price per ADS
		High (Rs.)				Low (Rs.)				High (US$)				Low (US$)				High (Rs.)				Low (Rs.)				High (US$)				Low (US$)				High (US$)				Low (US$)
April 1, 2023 through April 23, 2023			374.80				351.85				4.57				4.29				374.85				352.00				4.57				4.29				4.60				4.32
Fiscal year ended March 31, 2023			609.40				355.00				7.41				4.32				609.50				355.00				7.42				4.32				8.03				4.33
Fiscal year ended March 31, 2022			739.80				412.75				9.75				5.44				739.85				412.60				9.75				5.44				9.96				6.09
Fiscal year ended March 31, 2021			467.20				174.00				6.39				2.38				467.45				173.80				6.39				2.38				6.76				2.79
Fiscal year ended March 31, 2020			301.55				159.60				4.00				2.12				301.60				159.40				4.00				2.11				4.63				2.52
Fiscal year ended March 31, 2019			297.00				190.13				4.29				2.75				291.71				190.13				4.22				2.75				4.35				3.38

The U.S.$ figures under BSE and NSE columns denote the Equity Share price in Indian rupees converted to U.S. dollars at the rate of exchange of U.S. $1 = Rs. 69.16 for the year ended March 31, 2019, U.S. $1 = Rs. 75.39 for the year ended March 31, 2020, U.S. $1 = Rs. 73.14 for the year ended March 31, 2021, U.S. $1 = Rs. 75.87 for the year ended March 31, 2022, U.S. $1 = Rs. 82.19 for the year ended March 31, 2023 and U.S. $1 = Rs. 82.06 for the period starting from April 1, 2023 through April 21, 2023.²

The volume weighted average closing price of the ADSs on the NYSE for sixty (60) trading days and ten (10) trading days preceding the date of notice to the Indian Stock Exchanges of board meeting to consider the proposed Buyback, i.e., April 23, 2023, was U.S. $4.57 (approx. Rs. 374.96) and U.S. $4.41 (approx. Rs.361.97), respectively. The closing price of the ADSs on the NYSE on the date of the board meeting approving the Buyback, i.e., April 27, 2023 was U.S. $4.69 (approx. Rs. 384.86). The Indian Rupee amounts are based on the exchange rate of Rs. 82.06/USD as on April 21, 2023.³ To the extent available, Holders are urged to obtain additional current market information and quotations for the Equity Shares, and for the ADSs, before making any decision with respect to an Equity Share Withdrawal or the Buyback. Equity Shares do not trade on the NYSE or any other U.S. stock exchange.

Payment of the Buyback Price – Foreign Exchange Rates

The Buyback Price will be paid in Indian rupees. Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will affect the U.S. dollar equivalent of the Buyback Price. The Company will not make any conversion of the Buyback Price to U.S. dollars. On April 21, 2023, the certified foreign exchange rate published by the Federal Reserve Board of Governors was U.S. $1 = Rs. 82.06. Shareholders are urged to obtain current exchange rate information before making any decision with respect to the Buyback.

 

2	Source: https://www.federalreserve.gov/releases/h10/hist/dat00_in.htm

3	Source: https://www.federalreserve.gov/releases/h10/hist/dat00_in.htm.

Certain Tax Consequences of the Buyback for Non-Resident Shareholders

Indian Taxation

THE SUMMARY OF THE TAX CONSIDERATIONS RELATING TO THE BUYBACK OF EQUITY SHARES AS LISTED ON THE STOCK EXCHANGE SET OUT 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 OF A BUYBACK TRANSACTION, ELIGIBLE 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.

WIPRO LIMITED (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.

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”).

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 summary of tax implications on the buyback of equity shares listed 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.

Income tax provisions in respect of buyback of equity shares

 

a.

Section 115QA of the Act contains provisions for taxation of a domestic company in respect of buy-back of shares. The Section provides for the levy of additional income tax at the rate of twenty per cent (as increased by surcharge and Health and Education cess, as applicable) of the distributed income on account of buyback of shares of all domestic Indian companies

 

b.

The tax chargeable on distributed income which is defined under section 115QA to mean the consideration paid by the company on buyback of shares as reduced by the amount which was received by the company for issue of such shares. Such tax on distributed income is to be discharged by the company as per the procedure laid down in section 115QA read with any applicable rules framed thereunder. Buyback Tax does not form part of the Buyback Size and will be appropriated out of free reserves of the company.

 

c.

The tax on the distributed income by the company shall be treated as the final payment of tax in respect of the said income and no further credit therefor is allowable to the company or to any other person in respect of the amount of tax so paid.

 

d.

No deduction under any other provision of the Act shall be allowed to the company or a shareholder in respect of the income which has been charged to tax on the distributed income under section 115QA.

 

e.

As additional income-tax has been levied on the company under Section 115QA of the Act, the consequential income arising in the hands of shareholders has been exempted from tax under section 10(34A) of the Act. Accordingly, any income arising in the hands of shareholder (whether resident or non-resident) on account of buyback of shares shall be exempt from any additional tax in India irrespective of the characterization of the shares, i.e., whether long term or short term or held as investment or stock-in-trade.

Taxation for ADS holders. A non-resident Holder 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.

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:

 

a.

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.

 

b.

Refer to the India tax implications as provided above in connection with the Buyback of shares for purchase post conversion of ADSs.

Rate of surcharge and cess. Surcharge and Health and Education Cess leviable on a Buyback transaction would be 12% and 4% respectively.

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.

The summary of the tax considerations as above is based on the current provisions of the tax laws of India, which are subject to change or modification by subsequent legislative, regulatory, administrative or judicial decisions.

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 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, persons who are subject to special tax accounting rules under Section 451(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) 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 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.

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.

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 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 the 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 Equity Shares actually owned by a holder are sold pursuant to the Buyback, 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 Code, and the holder does not actually or constructively own any other shares of the Company (after giving effect to such waiver of family attribution). Any holder intending to waive family attribution for purposes of satisfying the requirement set forth in the preceding clause (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.

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.”

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. 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. Each U.S. holder should consult its tax advisors regarding the application of the rules of Section 302 in its particular circumstances.

Sale or Exchange. Subject to the “passive foreign investment company” (“PFIC”) rules described below, if a U.S. holder is treated under the Section 302 tests 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 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 U.S. 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.

Distribution. If a U.S. holder is not treated under the Section 302 tests as recognizing gain or loss on a disposition 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 in respect of dividends received from other domestic corporations. 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. federal income tax 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 the U.S. holder as a dividend for U.S. tax purposes. In addition, as discussed above, a U.S. holder may not be able to utilize any Indian taxes (if applicable) as a credit against the U.S. holder’s federal income tax liability with respect to such distribution.

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 (1) with respect to any dividend it pays on its shares that are readily tradable on an established securities market in the United States, or (2) if it is eligible for the benefits under a comprehensive income tax treaty with the United States that the U.S. Treasury Secretary determines is satisfactory and that includes an exchange of information program. In addition, 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). Based on existing guidance, it is not clear whether a dividend on an Equity Share will be treated as a qualified dividend. Although the Equity Shares are not themselves listed on a U.S. exchange, the Company may be eligible for benefits under the Treaty, which the U.S. Treasury Secretary has determined is satisfactory for this purpose and which includes an exchange of information program.

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.

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

 

•

50% or more of its average quarterly assets during the taxable year is attributable to assets that 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, 2023, and the Company does not expect to satisfy either of the tests for the fiscal year ending March 31, 2024. 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, 2023, or that the Company will not be considered a PFIC for the current taxable year and/or future taxable 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 (including as a result of the Buyback), 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. The Equity Shares or ADSs will be “marketable” as long as they remain regularly traded on a national securities exchange, such as the New York Stock Exchange, or a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located. 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, and does not plan to provide, the 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.

Backup Withholding Tax and Information Reporting. Any dividends on, or proceeds from a sale of, Equity Shares paid to a U.S. holder may be subject to U.S. information reporting, and backup withholding at the applicable statutory rate (currently, 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 generally 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 IRS.

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.

Limitations on Company, Depositary and Custodian Obligations and Liability to ADS Holders

The Company, the Depositary or the Custodian may refuse to permit an Equity Share Withdrawal until the following conditions have been met:

 

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the Holder has paid all taxes, governmental charges, and fees and expenses as required in the Deposit Agreement;

 

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the Holder has provided the Depositary with proof satisfactory to it of the identity and the genuineness of any signature and such other information it may deem necessary or proper, including without limitation, information as to citizenship, residence, exchange control approval, and beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the Deposit Agreement and the ADSs, as it may deem necessary or proper; and

 

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the Holder has complied with such regulations as the Depositary may establish consistent with the Deposit Agreement.

The Depositary may also suspend an Equity Share Withdrawal, if the register for ADSs or the Equity Shares is closed or if the Company or the Depositary decides it is advisable to do so.

The Deposit Agreement expressly limits the obligations and liability of the Depositary, the Company and their respective agents. Neither the Company nor the Depositary nor any such agent will be liable if:

 

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any present or future law, rule, regulation, fiat, order or decree of the United States, the Republic of India or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company’s charter, any act of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or circumstance beyond its direct and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or the ADSs provide shall be done or performed by the Company, the Depositary or their respective agents;

 

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it exercises or fails to exercise discretion given to it under the Deposit Agreement or the ADSs;

 

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it performs its obligations under the Deposit Agreement and the ADSs without gross negligence or willful misconduct;

 

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it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting Equity Shares for withdrawal, any Holder, or any other person believed by it to be competent to give such advice or information; or

 

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it relies upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.

The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system.

The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with legal and business standards applicable to custodial services in India.

The Depositary shall be under no obligation to inform Holders or any other holders of an interest in an ADS about the requirements of Indian law, rules or regulations or any changes therein or thereto.

None of the Depositary, the Custodian or the Company shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners on account of their ownership of the ADRs or ADSs. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. Neither the Depositary nor any of its agents shall be liable to Holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

Neither the Depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Equity Shares or the ADSs. Neither the Company nor its agents shall be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any Equity Shares or the ADSs, which in the Company’s opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense, including fees and disbursements of counsel and liability, is furnished as often as may be required.

The foregoing is a summary of certain provisions of the Deposit Agreement and does not purport to be a complete summary of the Deposit Agreement and the ADRs. Please refer to the Deposit Agreement and the amendments thereto, and the form of ADR which have been filed with the SEC.

Special notice to securityholders in the United States

The Buyback is being made for securities of an Indian company and is subject to the laws of India. It is important for U.S. securities holders to be aware that the Buyback is subject to tender offer laws and regulations in India that are different from those in the U.S. and documents related to the Buyback will be prepared in accordance with Indian format and style, 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. The Buyback is being treated in the U.S. as one to which the “Tier I” exemption mentioned in Rule 13e-4(h)(8) under the Securities Exchange Act of 1934, as amended, is applicable.

Documents on Display

The Company is subject to the reporting and other informational requirements of the U.S. Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the SEC, which can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, NE, Washington D.C, 20549. Copies of these materials can also be obtained from the Public Reference Section of the SEC, 100 F Street, NE., Washington D.C, 20549, at prescribed rates. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

If you have any questions regarding an Equity Share Withdrawal or the Buyback, please call the Company at +91-80-2844 0011. Please do not call the Depositary with any questions related to the Buyback or any matter related to opening accounts in India. Registered Holders may, however, contact the Depositary about the procedure related to the cancellation of their ADSs. Those holding ADSs through a bank, broker or other nominee must contact such bank, broker or nominee with any questions they may have related to such cancellation procedures.