Dear Members,
It gives me immense pleasure to present the 78th Board's Report, on behalf
of the Board of Directors (the “Board”) of the Company, along with the
Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year
ended March 31,2024.
I. FINANCIAL PERFORMANCE
On a consolidated basis, your Company's sales decreased to C 897,603 Million for the
current year as against C 904,876 Million in the previous year,
recording a decrease of 0.80%. Your Company's net profit decreased to C 111,121 Million
for the current year as against C 113,665 Million in the previous year, recording a
decrease of 2.24%.
On a standalone basis, your Company's sales decreased to C 667,924 Million for the
current year as against C 677,534 Million in the previous year, recording a decrease of
1.42%. Your Company's net profit decreased to C 91,186 Million in the current year as
against C 91,767 Million in the previous year, recording a decrease of 0.63%.
Key highlights of financial performance of your Company for the financial year 2023-24
are provided below:
(C in Millions)
|
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Sales |
667,924 |
677,534 |
897,603 |
904,876 |
Other Income |
30,458 |
23,638 |
26,308 |
22,746 |
Operating Expenses |
(574,207) |
(578,483) |
(776,468) |
(779,908) |
Share of net profit/ (loss) of associate and joint venture accounted
for using the equity method |
- |
- |
(233) |
(57) |
Profit before Tax |
124,175 |
122,689 |
147,210 |
147,657 |
Provision for Tax |
(32,989) |
(30,922) |
(36,089) |
(33,992 ) |
Net profit for the year |
91,186 |
91,767 |
111,121 |
113,665 |
Other comprehensive (loss)/income for the year |
3,810 |
(6,098) |
7,059 |
10,738 |
Total comprehensive income for the year |
94,996 |
85,669 |
118,180 |
124,403 |
Total comprehensive income for the period attributable to: |
|
|
|
|
Non-controlling interests |
- |
- |
504 |
217 |
Equity holders |
94,996 |
85,669 |
117,676 |
124,186 |
Appropriations |
|
|
|
|
Dividend |
5,224 |
5,487 |
5,218 |
5,477 |
Equity Share Capital |
10,450 |
10,976 |
10,450 |
10,976 |
Earnings per equity share |
|
|
|
|
- Basic |
17.24 |
16.75 |
20.89 |
20.73 |
- Diluted |
17.19 |
16.72 |
20.82 |
20.68 |
Note: The standalone and consolidated financial statements of the Company for the
financial year ended March 31,2024, have been prepared in accordance with the Indian
Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as
amended from time to time.
Dividend
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“Listing Regulations”), the Board has approved and adopted a
Dividend Distribution Policy. The policy details various considerations based on which the
Board may recommend or declare Dividend,
Company's dividend track record, usage of retained earnings for corporate actions, etc.
The Dividend Distribution policy and Capital Allocation policy are available on the
Company's website at https:// www.wipro.com/content/dam/nexus/en/investor/
corporate-governance/policies-and-guidelines/
ethical-guidelines/12769-dividend-distribution- policy.pdf.
Pursuant to the approval of the Board on January 12, 2024, your Company paid an interim
dividend of C 1 per equity share of face value of C 2 each, to shareholders whose names
were appearing in the register of members as on January 24, 2024, being the record date
fixed for this purpose, after deduction of applicable taxes. The total net cash outflow
was of C 4,723 Million, resulting in a dividend payout of 5.18% of the standalone profit
of the Company.
The interim dividend of C 1 per equity share declared by the Board on January 12, 2024,
shall be the final dividend for the financial year 2023-24.
Your Company is in compliance with its Dividend Distribution Policy and Capital
Allocation Policy as approved by the Board.
Buyback
Pursuant to the approval of the Board on April 27, 2023 and approval of shareholders
through special resolution dated June 1, 2023, passed through postal ballot by e-voting,
your Company concluded the buyback of 269,662,921 equity shares of face value of C 2 each
at a price of C 445 per equity share, for an aggregate amount of C 120,000 Million
(excluding buyback tax and transaction costs), in July 2023.
The buy-back was made from all existing shareholders of the Company as on June 16,
2023, being the record date for the purpose, on a proportionate basis under the tender
offer route in accordance with the provisions of the Securities and Exchange Board of
India (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules
made thereunder.
Transfer to Reserves
Appropriations to general reserves for the financial year ended March 31, 2024, as per
standalone and consolidated financial statements were:
(Rs in Millions)
|
Standalone |
Consolidated |
Net profit for the year |
91,186 |
110,452* |
Balance of Reserves at the beginning of the year |
616,647 |
765,703 |
Balance of Reserves at the end of the year |
567,369 |
734,880 |
* Excluding Non-controlling interests
For complete details on movement in Reserves and Surplus during the financial year
ended March 31, 2024, please refer to the Statement of Changes in Equity included in the
Standalone and Consolidated financial statements on page nos. 172 to 173 and 259 to 260
respectively of this Annual Report.
Share Capital
During the financial year 2023-24, the Company allotted 6,883,426 equity shares
consequent to exercise of employee stock options. The equity shares allotted/transferred
under the Employee Stock Option Schemes shall rank pari-passu with the existing equity
shares of the Company. The paid-up equity share capital of the Company as of March
31,2024, stood at C 10,450 Million consisting of 5,225,138,246 equity shares of C 2 each.
Subsidiaries, Associate and Joint venture
As on March 31, 2024, your Company had 153 subsidiaries, 1 associate and 1 joint
venture. In accordance with Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of the subsidiary companies in
Form AOC-1 is provided at page nos. 345 to 351 of this Annual Report. The statement also
provides subsidiaries incorporated during the financial year, details of performance and
financial position of each of the subsidiaries and associates. There has been no material
change in the nature of the business of the subsidiaries.
Audited financial statements together with related information and other reports of
each of the subsidiary companies are available on the website of the Company at
https://www.wipro.com/investors/annual-reports/.
Your Company funds its subsidiaries from time to time, in the ordinary course of
business and as per the funding requirements, through equity, loan, guarantee and/or other
means to meet working capital requirements.
In terms of the Company's Policy on determining “material subsidiary”, during
the financial year ended March 31, 2024, Wipro, LLC was determined as a material
subsidiary whose income exceeds 10% of the consolidated income of the Company in the
immediately preceding financial year. Further details on the subsidiary monitoring
framework have been provided as part of the Corporate Governance report.
Particulars of Loans, Guarantees and Investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are
provided as part of the financial statements.
II. BUSINESS AND OPERATIONS
Celebrating over 75 years of innovation, Wipro is a purpose-driven, global technology
services and consulting firm with over 230,000 employees across 65 countries helping our
customers, colleagues and communities thrive in an ever-changing world.
Wipro is recognized globally for its strong commitment to sustainability. Your Company
nurtures inclusivity as an intrinsic part of its culture. Your Company's deep resolve to
improve the communities we live and work in, is appreciated by its customers, investors,
analysts, and employees.
Your Company aspires to be a ‘value orchestrator' to its clients - an end-to-end
digital transformation partner that delivers personalized outcomes through holistic
solutions. To achieve this, your Company proactively conceptualizes, orchestrates, and
seamlessly deploys value by bringing together domain knowledge, technologies, partners and
hyperscalers to solve complex problems for its clients.
Leveraging its holistic portfolio of capabilities in consulting, design, engineering
and operations, and ability to navigate vertically and horizontally across ecosystems,
your Company helps its clients to realize their boldest ambitions and build future-ready,
sustainable businesses.
Wipro's focus is to maximize business outcomes by converging themes across industry
domains, products, services, and partners as your Company develops and
delivers tailored business solutions for its clients. This combined with operational
excellence, automation, higher productivity and integration of consulting and technology
practices, strengthens your Company's ability to deliver industry solutions effectively
and at scale. Your Company is focused towards building longterm relationships with
customers and tightly aligned visions and outcomes structured through a highly governed
and co-managed engagement process.
Wipro's IT Services segment provides a range of IT and IT-enabled services which
include digital strategy advisory, customer-centric design, consulting, custom application
design, development, re-engineering and maintenance, systems integration, package
implementation, global infrastructure services, analytics services, business process
services, research and development and hardware and software design to leading enterprises
worldwide.
Wipro's IT Products segment provides a range of third-party IT products, which allows
it to offer comprehensive IT system integration services. These products include
computing, platforms and storage, networking solutions, enterprise information security
and software products, including databases and operating systems. Your Company provides IT
products as a complement to its IT services offerings rather than sell standalone IT
products, and its focus continues to be on consulting and digital engagements, with a more
selective approach in bidding for system integration engagements.
Business Strategy
Your Company's vision is to:
a) be a trusted partner to its clients in their transformation journey and enable them
in achieving leadership in their respective industries;
b) orchestrate value for its clients as part of their transformation journey through
sector focused “Al-Powered Business Solutions”, “Digital” and
“Technology” capabilities, cutting edge innovation, leveraging our strategic
ecosystem partnerships and its world class talent; and
c) stay resolute in its commitment to the environment, societies and communities in
which we live and work.
Further information on your Company's IT services and products offerings, industry and
business overview are presented as part of the Management Discussion and Analysis Report (“MD
& A Report”) from page no. 32 onwards.
Material Changes and Commitments affecting the Business Operations and Financial
Position of the Company
The business environment remained uncertain in the financial year ended March 31, 2024.
Inflation and interest rates both stayed high along with geopolitical volatility. This
resulted in customers rigorously reviewing their technology investments and cutting down
or deferring discretionary spends. Global macroeconomic measures to rein in inflation may
have reached the tail end of the cycle. There are expectations of rate cuts towards the
second half of the calendar year 2024, and this is expected to drive overall growth in the
calendar year 2024. Further escalation in geopolitical conflicts can potentially lead to
spikes in energy prices, disrupt supply chains and create trade barriers.
Additional information regarding your Company's business operations and financial
position are provided as part of the MD & A Report from page no. 32 onwards.
Outlook
According to the Strategic Review 2024 published by NASSCOM (the “NASSCOM
Report”), revenue for the Indian IT services' sector is expected to witness
growth of 2% year-over-year in fiscal year 2024, led by infrastructure management and
networking services in distributed environments, cloud-based software testing services,
and consulting services. It is expected that there will be an increase in foundational
spend across cloud, IT modernization, digital customer experience, and digital engineering
projects.
According to the NASSCOM Report, AI-related activities have witnessed a significant
uptick with 2.7x growth in activities related to industry collaborations and partnerships,
product/service launches and enterprise GenAI strategies. Your Company expects that GenAI
will be a key priority for IT service providers, with the legal and regulatory landscape
expected to evolve rapidly, setting the stage for greater adoption in the second half of
calendar year 2024 and into 2025.
Governments across the world are expected to implement regulations which prioritize
data protection, breach detection and containment, and responsible use of AI.
The NASSCOM Report estimates that the engineering services (“ER&D”)
will grow at 7.4% year-over-year. With digital imperatives and the resurgence of AI,
ER&D maintains its concentration on digital engineering, leading to development of new
products and service categories.
Companies continue to prioritize cost takeout and operational excellence initiatives,
with spending expected to gradually improve in fiscal year 2025. Companies are also
prioritizing sustainability and resilience, aiming to globalize their operations to take
advantage of cost arbitrage, greater access to talent, and faster innovation. The
financial services, hi-tech and telecom sectors continue to remain soft, with the
healthcare and automotive sectors being bright spots. Consumer goods and manufacturing
sector clients are investing cautiously due to cost takeouts and weak consumer spending.
Digital transformation and infrastructure modernization continue to be a global
priority, with a particular focus on cloud and cybersecurity. Your Company expects that
increased interest and adoption of technologies such as automation, intelligent
applications, and AI including responsible AI, GenAI- enabled virtual assistants, Edge
computing, 5G, and industrial IoT will create opportunities for the services industry.
Your Company expects the IT services industry to accelerate and drive decisions in
fiscal year 2025 based on investments made by clients in key areas such as AI, GenAI
implementation, cost optimization, operational excellence, digital transformation, vendor
consolidation, productivity improvement, customer experience programs, innovation in
products and services, talent management, future of workplace and workforce, and ESG
initiatives.
Acquisitions, Divestments, Investments and Mergers
Mergers and acquisitions are an integral part of your Company's business strategy
because acquisitions help it leapfrog in strategic areas and capture high-demand
high-potential market opportunities.
Your Company's goal is to fast-track capability building in emerging areas and
accelerate its access and footprint in identified markets. In the last few years, your
Company had concluded several acquisitions in the US, Europe, Latin America, Australia,
and India. These acquisitions have strengthened your Company's local presence, enhanced
its capabilities, and significantly improved its positioning in key markets and segments.
Details of the transactions completed by your Company during the financial year ended
March 31, 2024 are listed below:
I. Acquisitions:
a. In February 2024, your Company and Wipro IT Services, LLC have acquired 60% equity
interests in Aggne Global IT Services Private Limited and Aggne Global Inc., respectively.
b. In March 2024, Wipro IT Services, LLC has acquired 27% ownership interest in SDVerse
LLC.
II. Restructuring and Scheme of Arrangement:
a. During the financial year 2023-24, your Company transferred 100% shareholding in the
following step-down subsidiaries from Wipro Holdings (UK) Limited to Wipro IT Services UK
Societas:
i. Wipro Bahrain Limited Co. W.L.L, Bahrain
ii. Wipro Gulf LLC, Sultanate of Oman
iii. Designit A/S, Denmark
iv. Wipro 4C NV, Belgium
b. During the financial year 2023-24, your Company's Board of Directors approved a
scheme of amalgamation, pursuant to Sections 230 to 232 and other relevant provisions of
the Companies Act, 2013, for merger of the following wholly-owned subsidiaries with and
into Wipro Limited, subject to approval of regulatory authorities:
i. Wipro HR Services India Private Limited
ii. Wipro Overseas IT Services Private Limited
iii. Wipro Technology Product Services Private Limited (formerly known as Encore Theme
Technologies Private Limited)
iv. Wipro Trademarks Holding Limited
v. Wipro VLSI Design Services India Private Limited
III. Incorporation:
a. Wipro Czech Republic IT Services s.r.o. has been incorporated with effect from
October 4, 2023 as a step-down subsidiary.
b. Wipro Regional Headquarters Company has been incorporated with effect from November
26, 2023 as a step-down subsidiary.
IV. De-registration/Liquidation:
During the financial year 2023-24, 10 subsidiaries of your Company i.e., Wipro Ampion
Pty Ltd, Wipro Iris Holdco Pty Ltd, Wipro Iris Bidco Pty Ltd, Designit Tokyo Co., Ltd,
Wipro Appirio, K.K., Leanswift Solutions, LLC, Wipro Financial Services UK Limited, Vesta
Middle East FZE, Rizing Middle East DMCC and Wipro Information Technology Egypt S.A.E,
were de-registered.
V. Strategic investments:
Wipro Ventures, the strategic investment arm of Wipro, in keeping with its charter to
invest in early- and mid-stage companies, has invested in select emerging GenAI/AI
startups that are building leading-edge solutions and mid-stage companies that are
exhibiting good growth.
As of March 31, 2024, Wipro Ventures manages twenty-six active investments. In addition
to direct equity investments in emerging startups, Wipro Ventures has invested in ten
enterprise-focused venture funds: B Capital, BoldStart Ventures, Glilot Capital Partners,
GTM Fund, Nexus Venture Partners, Pi Ventures, Sorenson Ventures, SYN Ventures, TLV
Partners and Work-Bench Ventures.
Management Discussion and Analysis Report
In terms of Regulation 34 of the Listing Regulations and SEBI circular no.
SEBI/HO/CFD/CMD/CIR/P/ 2017/10 dated February 6, 2017, your Company has adopted salient
features of Integrated Reporting prescribed by the International Integrated Reporting
Council (“IIRC”) as part of its MD & A Report. The MD & A report,
capturing your Company's performance, industry trends and other material changes with
respect to your Company's and its subsidiaries, wherever applicable, are presented from
page no. 32 onwards of this Annual Report.
The MD & A Report provides a consolidated perspective of economic, social and
environmental aspects material to your Company's strategy and its ability to create and
sustain value to its key stakeholders and includes aspects of reporting as required by
Regulation 34 of the Listing Regulations on Business Responsibility Report.
Business Responsibility & Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations and SEBI circular no.
SEBI/LAD-NRO/ GN/2021/22 dated May 5, 2021, your Company provides the prescribed
disclosures in new reporting requirements on Environmental, Social and Governance (“ESG”)
parameters called the Business Responsibility and Sustainability Report (“BRSR”)
which includes performance against the nine principles of the National Guidelines on
Responsible Business Conduct and the report under each principle which is divided into
essential and leadership indicators. The BRSR is provided from page nos. 442 to 487 of
this Annual Report.
III. GOVERNANCE AND ETHICS Corporate Governance
Your Company believes in adopting best practices of corporate governance. Corporate
governance principles are enshrined in the Spirit of Wipro, which form the core values of
Wipro. These guiding principles are also articulated through the Company's code of
business conduct, Corporate Governance Guidelines, charter of various sub-committees and
disclosure policy.
As per Regulation 34 of the Listing Regulations, a separate section on corporate
governance practices followed by your Company, together with a certificate from V.
Sreedharan & Associates, Company Secretaries, on compliance with corporate governance
norms under the Listing Regulations, is provided at page no. 129 onwards.
Board of Directors
Board's Composition and Independence
Your Company's Board consists of global leaders and visionaries who provide strategic
direction and guidance to the organization. As on March 31, 2024,
the Board comprised of two Executive Directors, six Non-Executive Independent Directors
and one NonExecutive, Non-Independent Director.
Definition of ‘Independence' of Directors is derived from Regulation 16 of the
Listing Regulations, New York Stock Exchange (“NYSE”) Listed Company
Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary
declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the
Listing Regulations, from the Independent Directors stating that they meet the prescribed
criteria for independence. The Board, after undertaking assessment and on examination of
the relationships disclosed, considered the following NonExecutive Directors as
Independent Directors:
1. Mr. Deepak M. Satwalekar (DIN: 00009627)
2. Dr. Patrick J. Ennis (DIN: 07463299)
3. Mr. Patrick Dupuis (DIN: 07480046)
4. Ms. Tulsi Naidu (DIN: 03017471)
5. Ms. Paivi Rekonen (DIN: 09669696)
6. Mr. N. S. Kannan (DIN: 00066009)
All Independent Directors have affirmed compliance to the code of conduct for
independent directors as prescribed in Schedule IV to the Companies Act, 2013.
Meetings of the Board
The Board met six times during the financial year 202324 on April 26-27, 2023, May 24,
2023, July 12-13, 2023, September 21, 2023, October 17-18, 2023, and January 11-12, 2024.
The necessary quorum was present for all the meetings. The maximum interval between any
two meetings did not exceed 120 days.
Directors and Key Managerial Personnel
Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had,
on August 10, 2023 approved the appointment of Mr. N. S. Kannan (DIN: 00066009) as an
Additional Director in the capacity of Independent Director for a period of 5 years with
effect from October 1, 2023 to September 30, 2028, subject to approval of the shareholders
of the Company. The said appointment was approved by the shareholders of the Company vide
special resolution dated November 29, 2023, passed through postal ballot by e-voting.
The Board at their meeting held on September 21, 2023:
a) Noted resignation of Mr. Jatin Pravinchandra Dalai as Chief Financial Officer of the
Company with effect from close of business hours on September 21,2023.
b) Approved the appointment of Ms. Aparna C. Iyer as the Chief Financial Officer of the
Company with effect from September 22, 2023.
Ms. Ireena Vittal (DIN: 05195656) retired as an Independent Director from the Board of
the Company with effect from close of business hours on September 30, 2023. The Board
places on record the immense contributions made by Ms. Ireena Vittal to the growth of your
Company over the years.
Effective close of business hours on April 6, 2024, Mr. Thierry Delaporte (DIN:
08107242) resigned as the Chief Executive Officer and Managing Director of the Company. He
will be relieved from the employment of the Company with effect from the close of business
hours on May 31,2024.
At its meeting held on April 6, 2024, the Board of Directors approved the appointment
of Mr. Srinivas Pallia (DIN: 10574442) as the Chief Executive Officer and Managing
Director of the Company with effect from April 7, 2024, for a period of five years,
subject to the approval of the Company's shareholders and the Central Government as may be
applicable.
At its meeting held over April 18-19, 2024, the Board of Directors, approved the
following proposals, subject to the approval of the shareholders of the Company:
a) Re-appointment of Mr. Rishad A. Premji
(DIN: 02983899) as Whole-Time Director
designated as Executive Chairman for a further period of 5 years with effect from July
31,2024 to July 30, 2029.
b) Re-appointment of Mr. Azim H. Premji
(DIN: 00234280) as Non-Executive, Non
Independent Director for a further period of 5 years with effect from July 31, 2024 to
July 30, 2029.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Azim H. Premji (DIN:00234280) will retire by rotation
at the 78th Annual General Meeting
(“AGM”) and being eligible, has offered himself for reappointment.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any.
In the opinion of the Board, all our Directors possess requisite qualifications,
experience, expertise and hold high standards of integrity. List of key skills, expertise,
and core competencies of the Board is provided at page no. 132 of this Annual Report.
Committees of the Board
Your Company's Board has the following committees:
1. Audit, Risk and Compliance Committee, which also acts as Risk Management Committee.
2. Nomination and Remuneration Committee, which also acts as Corporate Social
Responsibility Committee.
3. Administrative and Shareholders/Investors Grievance Committee (Stakeholders
Relationship Committee).
Details of terms of reference of the Committees, Committee membership changes, and
attendance of Directors at meetings of the Committees are provided in the Corporate
Governance report from page nos. 137 to 140 of this Annual Report.
Board Evaluation
In line with the Corporate Governance Guidelines of the Company, Annual Performance
Evaluation was conducted for all Board Members as well as for the working of the Board and
its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration
Committee with specific focus on performance and effective functioning of the Board. The
Board evaluation framework has been designed in compliance with the requirements under the
Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note
on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted
through questionnaire designed with qualitative parameters and feedback based on ratings.
Evaluation of the Board was based on criteria such as composition and role of the
Board, Board communication and relationships, functioning of Board Committees, review of
performance of Executive Directors, succession planning, strategic planning, etc.
Evaluation of Committees was based on criteria such as adequate independence of each
Committee, frequency of meetings and time allocated for discussions at meetings,
functioning of Board Committees and effectiveness of its advice/ recommendation to the
Board, etc.
Evaluation of Directors was based on criteria such as participation and contribution in
Board and Committee meetings, representation of shareholder interest and enhancing
shareholder value, experience, and expertise to provide feedback and guidance to top
management on business strategy, governance, risk and understanding of the organization's
strategy, etc.
The outcome of the Board Evaluation for the financial year 2023-24 was discussed by the
Nomination and Remuneration Committee and the Board at their respective meetings held in
April 2024. The Board has received highest ratings on Board communication and
relationships, demonstrating highest level of integrity in identifying, disclosing and
managing potential conflicts of interest, legal and financial duties of the Board and
composition and role of the Board. The Board noted the actions taken in improving Board
effectiveness based on feedback given in the previous year. In light of the external
environment, the Board recommended focus on the area of risk management and execution.
Policy on Director's Appointment and Remuneration
The Board, on the recommendation of the Nomination and Remuneration Committee, has
framed the policy for selection and appointment of Directors including determining
qualifications and independence of a Director, Key Managerial Personnel (“KMP”),
Senior Management Personnel and their remuneration as part of its charter and other
matters provided under Section 178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration
policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of
Directors and policies of the Company relating to remuneration of Directors, KMP and other
employees is available on the Company's website at https://www.wipro.com/content/
dam/nexus/en/investor/corporate-governance/
policies-and-guidelines/ethical-guidelines/wipro- limited-remuneration-policy.pdf. We
affirm that the remuneration paid to Directors, Senior Management and other employees is
in accordance with the remuneration policy of the Company.
Policy on Board Diversity
The Board, on the recommendation of the Nomination and Remuneration Committee, has
framed a policy for Board Diversity which lays down the criteria for appointment of
Directors on the Board of your Company and guides organization's approach to Board
Diversity.
Your Company believes that Board diversity basis the gender, race and age will help
build diversity of thought and will set the tone at the top. A mix of individuals
representing different geographies, culture, industry experience, qualification and skill
set will bring in different perspectives and help the organization grow. The Board of
Directors is responsible for review of the policy from time to time. Policy on Board
Diversity has been placed on the Company's website at https://www.
wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/
ethical-guidelines/policy-on-appointment-of- directors-and-board-diversity.pdf.
Risk Management
Your Company has implemented an Enterprise Risk Management (“ERM”)
framework based on globally recognized standards and industry best practices. The ERM
framework is administered by the Audit, Risk and Compliance Committee. The ERM framework
enables business by promoting a risk resilient culture, proactive management of
‘Emerging' risks and is supported by technology. The framework governs all categories
of risks, the effectiveness of the controls that have been implemented to prevent such
risks and continuous improvement of the systems and processes to proactively identify and
mitigate such risks. For more details on the Company's risk management framework, please
refer to page nos. 92 to 99 of this Annual Report.
Cyber Security
Being an IT & ITES service provider, your Company's high business dependency on its
information technology and secured digital infrastructure, interconnected offices,
employee systems, partners and clients for the day-to-day business operations, as well as
hosting of data and service delivery, are susceptible to potential cyber event impacting
confidentiality, integrity and availability of the technology environment.
Cybersecurity risk management is an integral part of your Company's overall enterprise
risk management program. Your Company's cybersecurity risk management program is managed
by its Chief Information Security Office function. Your Company's cybersecurity risk
management framework is defined and implemented to identify, assess, evaluate, treat,
monitor and report cyber risks for our IT infrastructure, applications, platforms, IP,
critical processes, technology solutions and third-party services. Cybersecurity risk
assessment results and the status of the risk treatment plan are reviewed by management on
a periodic basis.
Your Company assesses and governs the cybersecurity program using selected industry
best practices and frameworks from the International Organization for Standardization and
the National Institute of Standards and Technology.
Owing to the rise of connected devices, transition to cloud and use of other emerging
technologies, and other factors, the impact of threats continue to increase while the
threat attack area is evolving and increasing beyond the enterprise. There may be
vulnerabilities in opensource software incorporated into your Company's offerings that may
make the offerings susceptible to cyberattacks.
In view of increased cyberattack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are being enhanced inline with the
threat scenarios. Your Company's technology environment is enabled with real time security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.
The cyber event(s) may lead to financial loss, disclosure of data, breach of privacy or
security impacting reputation, trust, revenue, through legal, regulatory
and contractual obligations. Such event(s) may directly impact your Company and its
relationships with its clients and partners. To help protect your Company from any major
cybersecurity incident that could have a material impact on its operations or financial
results, your Company has implemented controls, including technology investments that
focus on cybersecurity incident prevention, identification and mitigation.
Cybersecurity is an important part of your Company's risk management processes and an
area of focus for your Company's Board of Directors and management. The Audit, Risk and
Compliance Committee regularly reviews and discusses the Company's cybersecurity framework
and programs, the status of projects to strengthen our cybersecurity programs, results
from third-party assessments, and any material cybersecurity incidents with its Chief
Information Security Office function, Chief Information Officer and Chief Risk Officer.
The Audit, Risk and Compliance Committee also reviews the implementation and effectiveness
of the Company's controls to monitor and mitigate cybersecurity risks with management. In
addition, your Company's Board of Directors receives report, regarding its cybersecurity
program on need basis.
Compliance Management Framework
The Board has approved a Global Statutory Compliance Policy providing guidance on broad
categories of applicable laws and process for monitoring compliance. In furtherance to
this, your Company has instituted an online compliance management system within the
organization to monitor compliances and provide update to the senior management and Board
on a periodic basis. The Audit, Risk and Compliance Committee and the Board periodically
monitor status of compliances with applicable laws.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives as per the requirements under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
The Code, inter alia, lays down the procedures to be followed by designated persons while
trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”).
The
Code covers Company's obligation to maintain a digital database, mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. Further, it also includes code for practices and procedures for
fair disclosure of unpublished price sensitive information which has been made available
on the Company's website at https://www.wipro.com/content/dam/nexus/en/
investor/corporate-governance/policies-and- guidelines/ethical-guidelines/12765-code-of-
practices-and-procedures-for-fair-disclosure-of- upsi.pdf.
Vigil Mechanism
Your Company has adopted an Ombuds process as a channel for receiving and redressing
complaints from employees and directors, as per the provisions of Section 177(9) and (10)
of the Companies Act, 2013, Regulation 22 of the Listing Regulations and Regulation 9A of
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Under this policy, your Company encourages its employees to report any incidence of
fraudulent financial or other information to the stakeholders, reporting of instance(s) of
leak or suspected leak of unpublished price sensitive information, and any conduct that
results in violation of the Company's code of business conduct, to the management (on an
anonymous basis, if employees so desire). Further, your Company has prohibited
discrimination, retaliation, or harassment of any kind against any employee who reports
under the Vigil Mechanism or participates in the investigation.
Awareness of policies is created by, inter alia, sending group mailers highlighting
actions taken by the Company against the errant employees. Mechanism followed under the
Ombuds process has been displayed on the Company's intranet and website at https://www.wipro.com/content/dam/nexus/en/
investor/corporate-governance/policies-and-
guidelines/wipros-ombuds-process/ombuds-policy. pdf.
All complaints received through Ombuds process and investigative findings are reviewed
and approved by the Chief Ombuds person or designate. All employees and stakeholders can
also register their concerns either by sending an email to ombuds.person@wipro.
com or through web-based portal at https://www.
wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/
wipros-ombuds-process/ombuds-policy. pdf. Following an investigation of the concerns
received, a decision is made by the appropriate authority on the action to be taken basis
the findings of such investigation. In case the complainant is nonresponsive for more than
15 days, the concern may be closed without further action.
The below table provides details of complaints received/disposed during the financial
year 2023-24:
No. of complaints pending at the beginning of financial year |
84 |
No. of complaints filed during the financial year |
1222 |
No. of complaints disposed during the financial year |
1230 |
No. of complaints pending at the end of the financial year |
76 |
All cases were investigated, and actions taken as deemed appropriate. Based on
self-disclosure data, 18% of these cases were reported anonymously. The top categories of
complaints were non-adherence to internal policy/process at 40%, followed by hiring
related concerns at 14% & behavioral issues at 13%. The majority of cases were
resolved through engagement of other internal functions or mediation or closed since they
were unsubstantiated.
The Audit, Risk and Compliance Committee periodically reviews the functioning of this
mechanism. No personnel of the Company were denied access to the Audit, Risk and
Compliance Committee.
Information Required under Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013
The Company is committed to providing a safe and conducive work environment to all its
employees and associates. Your Company has constituted an Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has a policy and framework for employees to report sexual harassment cases
at
workplace. The Company's process ensures complete anonymity and confidentiality of
information. Adequate workshops and awareness programmes against sexual harassment are
conducted across the organization.
The below table provides details of complaints received/ disposed during the financial
year 2023-24:
Number of complaints at the beginning of financial 19
year
No. of complaints filed during the financial year 182
No. of complaints disposed during the financial 178 year
No. of complaints pending at the end of financial 23 year
As per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, your Company follows calendar year for annual filling with statutory
authority and as per the filing, a total of 66 complaints related to sexual harassment
were raised in the calendar year 2023.
Related Party Transactions
Your Company has historically adopted the practice of undertaking related party
transactions only in the ordinary and normal course of business and at arm's length as
part of its philosophy of adhering to highest ethical standards, transparency, and
accountability. In line with the provisions of the Companies Act, 2013 and the Listing
Regulations, the Board has approved a policy on related party transactions. The policy on
related party transactions has been placed on the Company's website at
https://www.wipro.com/content/ dam/nexus/en/investor/corporate-governance/
policies-and-guidelines/ethical-guidelines/policy-for- related-partv-transactions.pdf.
Prior omnibus approval of the Audit, Risk and Compliance Committee and the Board is
obtained for the transactions which are foreseeable and of a repetitive nature. All
related party transactions are placed on a quarterly basis before the Audit, Risk and
Compliance Committee and before the Board for review and approval.
All contracts, arrangements and transactions entered by the Company with related
parties during financial year 2023-24 were in the ordinary course of business and on an
arm's length basis. There were no contracts, arrangements or transactions entered during
financial year 2023-24 that fall under the scope of Section
188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not
applicable to the Company for the financial year 2023-24 and hence does not form part of
this report.
Details of transaction(s) of your Company with entity(ies) belonging to the
promoter/promoter group which hold(s) more than 10% shareholding in the Company as
required under para A Schedule V of the Listing Regulations are provided as part of the
financial statements.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the
reports on related party transactions with the Stock Exchanges.
Directors' Responsibility Statement
Your Directors hereby confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures.
b) the Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period.
c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
d) the Directors have prepared the annual accounts on a going concern basis.
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively.
f) adequate systems and processes, commensurate with the size of the Company and the
nature of its business, have been put in place by the Company, to ensure compliance with
the provisions of all applicable laws as per the Company's Global Statutory Compliance
Policy and that such systems and processes are operating effectively.
Wipro Employee Stock Option Plans/ Restricted Stock Unit Plans
Your Company has instituted various employee stock options plans/restricted stock unit
plans from time to time to motivate, incentivize, and reward employees. The Nomination and
Remuneration Committee administers these plans. The stock option plans are in compliance
with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended (“Employee Benefits Regulations”)
and there have been no material changes to these plans during the financial year.
Disclosures on various plans, details of options granted, shares allotted upon exercise,
etc. as required under the Employee Benefits Regulations are available on the Company's
website at https://www.wipro.com/ investors/annual-reports/ No employee was issued
stock options during the year equal to or exceeding 1% of the issued capital of the
Company at the time of grant.
Your Company has received a certificate from the secretarial auditor confirming
implementation of the plans in accordance with the Employee Benefits Regulations.
Particulars of Employees
Information required pursuant to Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is provided as Annexure I to this report.
A statement containing, inter alia, the names of top ten employees in terms of
remuneration drawn and every employee employed throughout the financial year and in
receipt of remuneration of C 102 lakhs or more and, employees employed for part of the
year and in receipt of remuneration of C 8.50 lakhs or more per month, pursuant to Rule
5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
provided as Annexure II to this report.
IV. INTERNAL FINANCIAL CONTROLS AND AUDIT
Internal Financial Controls and their adequacy
The Board of your Company has laid down internal financial controls to be followed by
the Company and
such internal financial controls are adequate and operating effectively. Your Company
has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company's policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial disclosures.
Statutory Audit
At the 76th AGM held on July 19, 2022, Deloitte Haskins & Sells LLP,
Chartered Accountants (Registration No. 117366W/W-100018) were re-appointed as statutory
auditors of the Company for a second term of five consecutive years from the financial
year 2022-23 onwards.
Deloitte Haskins & Sells LLP, Statutory Auditors, have issued an unmodified opinion
on the financial statements of the Company. There are no qualifications, reservations or
adverse remarks made by the Auditors, in their report for the financial year ended March
31, 2024.
Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the
Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the
Audit, Risk and Compliance Committee during the year under review.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. V. Sreedharan, Partner, V. Sreedharan & Associates, a firm of Company
Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the
Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024, is enclosed as
Annexure III to this Report.
Secretarial auditors' observation(s) in secretarial audit report and directors'
explanation thereto-
The newspaper advertisement published in the principal vernacular newspaper relating to
dispatch of Notice of Postal Ballot dated October 18, 2023 was in English language whereas
the provisions of sub rule 3 of Rule 22 of the Companies (Management and Administration)
Rules, 2014 inter alia says that
“An advertisement shall be published at least once in a vernacular newspaper in
the principal vernacular language of the district in which the registered office of the
company is situated.”
The observation was noted by the Board of Directors of your company. The directors do
not have any comments to offer on the observation as the same is selfexplanatory.
V. KEY AWARDS AND RECOGNITIONS
Your Company is one of the most admired and recognized companies in the IT industry.
Your Company has won several awards and accolades, details of which are provided at page
nos. 18 to 21 of this Annual Report.
VI. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Corporate Social Responsibility
At Wipro, our vision and idea of being a responsible corporation has always been based
on the bedrock of values, mindsets, and habits. Collectively, these manifest as the Spirit
of Wipro, the five habits and leadership mindsets. Your Company's framework of a
responsible business is based on the twin internal and external lenses of boundaryless
engagement with customers, employees, investors, suppliers, and communities. It is also
critical to engage with key social and ecological challenges humanity is facing in a deep,
meaningful manner that emphasizes real, lasting change. Your Company chooses to work on
societal issues that are fundamental and foundational enablers of essential well-being in
an individual's life.
Your Company's CSR policy reflects principles and strategies that have informed our
long history of corporate citizenship and social responsibility. Some of the key
highlights for the year 2023-24 are articulated below:
a) Your Company continue to strengthen its climate actions and are well positioned on
our Net Zero goals with a nearly 75% renewable energy footprint in its operations. In
parallel, your Company's traction its clients on its sustainability solutions portfolio
has demonstrated visible progress.
b) Your Company's commitment to Diversity, Equity and Inclusion spans the entire
spectrum of the workplace to our communities. In the underserved communities we work,
nearly 420,000 women in reproductive age groups were beneficiaries of the gender and
maternal care programs it supports.
c) Your Company's community initiatives are spread across 17 countries. During the
year, your Company supported nearly 225 projects in the domains of Education, Primary
HealthCare, Digital Skilling and Urban Ecology with an effective outreach and impact on
4.5 Million people, a significant proportion of which was from vulnerable populations.
d) Your Company's work in education starts with early child education and touches
several critical elements that address improvements in quality and equity in schools. Your
Company also supports thematic focus on STEM and Computer Science learning in schools,
Digital skilling in colleges and Sustainability Education as a horizontal, crosscutting
initiative. Your Company's geographic presence in India spans 28 states where through a
network of more than 150 partners, our work creates positive outcomes for 3.2 Million
students of which over 62,429 are children with disability.
e) A key aspect of employee well-being is the opportunity to volunteer with
communities. During the year 47,000 employees from 29 employee chapters in India and
across the world engaged actively either through monetary contribution or volunteering.
Your Company plans to significantly expand the scale and scope of employee volunteering in
the next 3 years.
Wipro recognizes the critical salience of good governance, ethical business conduct and
transparent disclosures in ensuring the effectiveness of all our sustainability
initiatives. For example, Responsible and Ethical AI is the cornerstone of our AI strategy
and execution. This Annual Report is an illustration of our emphasis on adopting global
disclosure standards that communicate our business responsibility story in a comprehensive
and balanced manner.
As per the provisions of the Companies Act, 2013, your Company has spent C 2,086
Million towards its CSR activities during the financial year 2023-24. Your Company's
annual report on corporate social responsibility activities for the financial year ended
March 31, 2024 are set out in Annexure IV of this report in the format prescribed in the
Companies (Corporate Social Responsibility Policy) Rules, 2014.
We affirm that the implementation and monitoring of CSR activities is in compliance
with the Company's CSR objectives and policy.
Particulars regarding Conservation of Energy and Research and Development and
Technology Absorption
Details of steps taken by your Company to conserve energy through its
“Sustainability” initiatives, Research and Development and Technology Absorption
have been disclosed as part of the MD & A Report.
VII. DISCLOSURES
Foreign Exchange Earnings and Outgoings
During the financial year 2023-24, your Company's foreign exchange earnings were C
631,808 Million and foreign exchange outgoings were C 311,940 Million as against C 637,061
Million of foreign exchange earnings and C 313,746 Million of foreign exchange outgoings
for the financial year 2022-23.
Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return as of March 31, 2024, on its website at
https://www.wipro.com/investors/annual- reports/.
Other Disclosures
a) Your Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
b) Your Company has not issued shares with differential voting rights and sweat equity
shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards relating to
‘Meetings of the Board of Directors' and ‘General Meetings' during the year.
d) Maintenance of cost records and requirement of cost Audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business
activities carried out by the Company.
e) There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
f) Details of unclaimed dividends and equity shares transferred to the Investor
Education and Protection Fund authority have been provided as part of the Corporate
Governance report.
g) To the best of our knowledge and belief, there are no proceedings initiated/pending
against the company under the Insolvency and Bankruptcy Code, 2016 which can have a
material impact on the business of the Company.
h) There were no instances where your Company required the valuation for one time
settlement or while taking the loan from the Banks or Financial institutions.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the Company's customers, shareholders,
suppliers, bankers, business partners/associates, financial institutions, Central and
State Governments for their consistent support and encouragement to the Company. I am sure
you will join our Directors in conveying our sincere appreciation to all employees of the
Company and its subsidiaries and associates for their hard work and commitment. Their
dedication and competence have ensured that the Company continues to be a significant and
leading player in the IT Services industry.
For and on behalf of the Board of Directors,
Bengaluru Rishad A. Premji
May 22, 2024 Chairman
(DIN: 02983899)
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