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 September 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.

 

 

 

DISCLOSURE OF INVESTMENT

Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), hereby furnishes the Commission with the following information relating to the definitive agreement between the Company and FPEL Ujwal Private Limited (“FPEL”), a special purpose vehicle formed by Fourth Partner Energy Private Limited for the purpose of setting up a captive solar power project in Karnataka, India. 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 September 1, 2023, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that the Company has signed a definitive agreement to acquire up to 9.95% of FPEL, and that the acquisition is subject to customary closing conditions and is expected to be completed before May 31, 2024. A copy of the letter to the securities exchanges is attached hereto as Item 99.1.

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: September 5, 2023

INDEX TO EXHIBITS

 

Item
99.1		Letter to the Exchanges dated September 1, 2023.

Exhibit 99.1

 

September 1, 2023

The Manager – Listing

BSE Limited

(BSE: 507685)

The Manager – Listing

National Stock Exchange of India Limited

(NSE: WIPRO)

The Market Operations

NYSE, New York

(NYSE: WIT)

Dear Sir/Madam,

Sub: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and para 202.05 read with para 202.06 of the NYSE Listed Company Manual, it is hereby informed that Wipro Limited (“Company”) has signed a definitive agreement on September 1, 2023, to subscribe for the equity share capital in FPEL Ujwal Private Limited as detailed in the enclosed Annexure-1.

Thanking You,

For Wipro Limited

 

M Sanaulla Khan

Company Secretary

ENCL: As above

 

Annexure - 1

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015

 

Sr. No.		Particulars		Description
1		Target Name		FPEL Ujwal Private Limited (“FPEL”)
2		Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired		No
3		Industry of Target entity		Generation of solar energy and other sources of renewable energy.
4		Acquisition objectives and Impact of acquisition		To enhance the proportion of usage of renewable energy for our offices in Karnataka. This project is expected to help us move closer to our goal of becoming Net Zero by 2040 and 100% renewable energy for purchased electricity by 2030.
5		Government or regulatory approval required		None
6		Indicative time period for completion of acquisition		The transaction is expected to be completed before 31st May 2024
7		Nature of consideration		Cash
8		Cost of acquisition and / or the price at which the shares are acquired		A total consideration of Rs. 6,30,80,000 (Rupees Six Crore Thirty Lakhs and Eighty Thousand). The Company has signed an agreement to subscribe up to 9.95% stake in FPEL.
9		Percentage of shareholding acquired		Up to 9.95%
10		Target Information		FPEL was incorporated on 4th February 2022 and is a Special Purpose Vehicle formed by Fourth Partner Energy Private Limited for the purpose of setting up captive solar power project in Karnataka. The first audited financial statements of FPEL for the FY 2022-23, are under preparation and not yet finalized.