Edgar Filing: WIPRO LTD

Form 20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨	Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934

x	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2014

¨	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

¨	Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of event requiring this shell company report

Commission File Number 001-16139

WIPRO LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Bangalore, Karnataka, India

(Jurisdiction of incorporation or organization)

Doddakannelli

Sarjapur Road

Bangalore, Karnataka 560035, India

+91-80-2844-0055

(Address of principal executive offices)

Suresh C. Senapaty, Chief Financial Officer and Director

Phone: +91 80 28440055; Fax: +91 80 28440104

(Name, telephone, email and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

American Depositary Shares, each represented by one

Equity Share, par value Rs. 2 per share.

New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,466,317,273 Equity Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, 1934. Yes ¨ No x

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer x Accelerated Filer ¨ Non-Accelerated Filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP ¨		International Financial Reporting Standards as issued by the International Accounting Standards Board x		Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Currency of Presentation and Certain Defined Terms

In this Annual Report on Form 20-F, references to “U.S.” or “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “U.K.” are to the United Kingdom. Reference to “US” or “US$” or “dollars” or “U.S. dollars” are to the legal currency of the United States, references to “£” or “Pound Sterling” or “GBP” are to the legal currency of United Kingdom and references to “Rs.” or “rupees” or “Indian rupees” are to the legal currency of India. All amounts are in Indian rupees or in U.S. dollars unless stated otherwise. Our financial statements are presented in Indian rupees and translated into U.S. dollars solely for the convenience of the readers and are prepared in accordance with the International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standard Board (“IASB”). References to “Indian GAAP” are to Indian Generally Accepted Accounting Principles. References to a particular “fiscal” year are to our fiscal year ended March 31 of such year.

All references to “we,” “us,” “our,” “Wipro” or the “Company” shall mean Wipro Limited and, unless specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries. “Wipro” is our registered trademark in the United States and India. All other trademarks or trade names used in this Annual Report on Form 20-F are the property of their respective owners.

Except as otherwise stated in this Annual Report, all convenience translations from Indian rupees to U.S. dollars are based on the certified foreign exchange rates published by Federal Reserve Board of Governors on March 31, 2014, which was Rs. 60.00 per US$ 1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Information contained in our website, www.wipro.com, is not part of this Annual Report.

Forward-Looking Statements May Prove Inaccurate

In addition to historical information, this Annual Report on Form 20-F contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts but instead represent our beliefs regarding future events, many of which are, by their nature, inherently uncertain and outside our control. As a result, the forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, and reported results should not be viewed as an indication of future performance. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, please see the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosure About Market Risk.”

The forward-looking statements contained herein are identified by the use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “objectives,” “outlook,” “probably,” “project,” “will,” “seek,” “target” and similar terms and phrases. Such forward-looking statements include, but are not limited to, statements concerning:

•

our strategy to finance our operations, including our planned construction and expansion;

•

future marketing efforts, advertising campaigns, and promotional efforts;

•

future growth and market share projections, including projections regarding developments in technology and the effect of growth on our management and other resources;

•

the effect of facility expansion on our fixed costs;

•

our future expansion plans;

•

our future acquisition strategy, including plans to acquire or make investments in complementary businesses, technologies, services or products, or enter into strategic partnerships with parties who can provide access to those assets;

•

the future impact of our acquisitions;

•

our strategy and intentions regarding new product branding;

•

the future competitive landscape and the effects of different pricing strategies;

•

the effect of current tax laws, including the branch profit tax;

•

the effect of future tax laws on our business

•

the outcome of any legal proceeding, hearing, or dispute (including tax hearings) and the resulting effects on our business;

•

our ability to implement and maintain effective internal control over financial reporting;

•

projections that the legal proceedings and claims that have arisen in the ordinary course of our business will not have a material and adverse effect on the results of operations or the financial position of the Company;

•

expectations of future dividend payout;

•

projections that our cash and cash equivalent along with cash generated from operations will be sufficient to meet our working capital requirements and certain of our obligations;

•

our compensation strategy;

•

projections regarding currency transactions, including the effect of exchange rates on the Indian rupee and the U.S. dollar;

•

the nature of our revenue streams, including the portion of our IT Services revenue generated from a limited number of corporate clients;

•

the effect of a strategically located network of software development centers, and whether it will provide us with cost advantages;

•

our ability to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology;

•

projections regarding future economic policy, legislation, foreign investment, currency exchange and other policy matters that may affect our business;

•

the nature and flexibility of our business model;

•

expectations as to our future revenue, margins, expenses and capital requirements; and

•

our exposure to market risks.

We wish to ensure that all forward-looking statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, all forward looking statements are qualified in their entirety by reference to, and are accompanied by, the discussion of certain important factors that could cause actual results to differ materially from those projected in such forward-looking statements in this report, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution the reader that this list of important factors may not be exhaustive. We operate in rapidly changing businesses, and new risk factors emerge from time to time. We cannot predict every risk factor, nor can we assess the impact, if any, of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. In addition, readers should carefully review the other information in this Annual Report on Form 20-F and in the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (“SEC”) from time to time.

TABLE OF CONTENTS


Part I
Item 1.	Identity of Directors, Senior Management and Advisers	4
Item 2.	Offer Statistics and Expected Timetable	4
Item 3.	Key Information	5
Item 4.	Information on the Company	25
Item 4A	Unresolved Staff Comments	40
Item 5.	Operating and Financial Review and Prospects	41
Item 6.	Directors, Senior Management and Employees	61
Item 7.	Major Shareholders and Related Party Transactions	71
Item 8.	Financial Information	74
Item 9.	The Offer and Listing	75
Item 10.	Additional Information	78
Item 11.	Quantitative and Qualitative Disclosure About Market Risk	93
Item 12.	Description of Securities Other than Equity Securities	95

Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	96
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	96
Item 15.	Controls and Procedures	96
Item 16 A.	Audit Committee Financial Expert	98
Item 16 B.	Code of Ethics	98
Item 16 C.	Principal Accountant Fees and Services	99
Item 16 D.	Exemptions from the Listing Standards for Audit Committees	99
Item 16 E.	Purchase of Equity Securities by the Issuer and Affiliated Purchasers	99
Item 16 F.	Changes in registrant’s Certifying Accountant	99
Item 16 G.	Corporate Governance	99
Item 16 H.	Mine Safety Disclosure	100

Part III
Item 17.	Financial Statements	100
Item 18.	Financial Statements	101
Item 19.	Exhibits	167
	EX-12.1
	EX-12.2
	EX-13.1
	EX-15.1

PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

Summary of Selected Consolidated Financial Data

The selected consolidated financial data should be read in conjunction with the consolidated financial statements, the related notes and operating and financial review and prospects which are included elsewhere in this Annual Report. The selected consolidated statements of income data for the five years ended March 31, 2014 and selected consolidated statements of financial position data as of March 31, 2010, 2011, 2012, 2013 and 2014 in Indian rupees have been derived from our audited consolidated financial statements and related notes, which have been prepared and presented in accordance with IFRS, as issued by the IASB. Historical results are not necessarily indicative of future results.

In accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations, the consolidated income statements have been adjusted retrospectively for all periods prior to the year ended March 31, 2013, have been presented to reflect the completion of the demerger of the Company’s consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) into Wipro Enterprises Limited, effective on March 31, 2013. The Diversified Business is therefore presented as a discontinued operation. For additional information please see Note 4 of the Notes to the Consolidated Financial Statements.

In accordance with IFRS 8 – Operating Segments, starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure to align ourselves with industry trends. Please see Note 31 of the Notes to Consolidated Financial Statements for additional information regarding our segment reporting.


							(In millions, except per equity share data)
																2014
	2010			2011			2012			2013			2014			Convenience Translation into US$⁽¹⁾
Consolidated Statements of Income data:
Continuing operations
Revenues	Rs.	241,586		Rs.	271,437		Rs.	318,747		Rs.	374,256		Rs.	434,269		US$	7,238
Cost of revenues		(166,504	)		(186,613	)		(225,794	)		(260,665	)		(295,488	)		(4,925	)

Gross profit	Rs.	75,082		Rs.	84,824		Rs.	92,953		Rs.	113,591		Rs.	138,781		US$	2,313
Selling and marketing expenses		(11,750	)		(14,043	)		(17,953	)		(24,213	)		(29,248	)	US$	(487	)
General and administrative expenses		(13,407	)		(16,843	)		(18,416	)		(22,032	)		(23,538	)		(392	)
Foreign exchange gains/(losses), net		(753	)		503			3,328			2,626			3,359			56

Results from operating activities	Rs.	49,172		Rs.	54,441		Rs.	59,912		Rs.	69,972		Rs.	89,354			1,490
Finance expense		(1,013	)		(1,924	)		(3,371	)		(2,693	)		(2,891	)		(48	)
Finance and other income		4,346			6,631			8,982			11,317			14,542			242

Profit before tax	Rs.	52,505		Rs.	59,148		Rs.	65,523		Rs.	78,596		Rs.	101,005			1,684
Income tax expense		(8,365	)		(8,878	)		(12,955	)		(16,912	)		(22,600	)		(377	)

Profit for the year from continuing operations	Rs.	44,140		Rs.	50,270		Rs.	52,568		Rs.	61,684		Rs.	78,405		US$	1,307
Discontinued operations
Profit after tax for the year from discontinued operations	Rs.	1,977			3,051			3,419			5,012			—			—

Profit for the year	Rs.	46,117		Rs.	53,321		Rs.	55,987		Rs.	66,696		Rs.	78,405		US$	1,307

Profit attributable to:
Equity holders of the Company	Rs.	45,932			52,977			55,730			66,359			77,967		US$	1,300
Non-controlling interest		185			344			257			337			438			7

Profit for the year	Rs.	46,117		Rs.	53,321		Rs.	55,987		Rs.	66,696		Rs.	78,405		US$	1,307

Profit from continuing operations attributable to:
Equity holders of the Company	Rs.	43,967			49,938			52,325			61,362			77,967		US$	1,300
Non-controlling interest		173			332			243			322			438			7

	Rs.	44,139		Rs.	50,270		Rs.	52,568		Rs.	61,684		Rs.	78,405		US$	1,307

Basic earnings per equity share:
Continuing operations	Rs.	18.10		Rs.	20.49		Rs.	21.36		Rs.	25.01		Rs.	31.76		US$	0.53
Discontinued operations		0.81			1.25			1.39			2.04			—			—
Continuing and discontinued operations	Rs.	18.90		Rs.	21.73		Rs.	22.75		Rs.	27.05		Rs.	31.76		US$	0.53
Diluted earnings per equity share:
Continuing operations	Rs.	17.94		Rs.	20.35		Rs.	21.29		Rs.	24.95		Rs.	31.66		US$	0.53
Discontinued operations		0.80			1.24			1.39			2.03			—			—
Continuing and discontinued operations	Rs.	18.74		Rs.	21.59		Rs.	22.68		Rs.	26.98		Rs.	31.66		US$	0.53


							(In millions, except per equity share data)
																2014
	2010			2011			2012			2013			2014			Convenience Translation into US$⁽¹⁾
Weighted average number of equity shares used in computing earnings per equity share⁽²⁾:
Basic		2,429,675,750			2,437,492,921			2,449,777,457			2,453,218,759			2,454,745,434			2,454,745,434
Diluted		2,451,131,178			2,453,409,506			2,457,511,538			2,459,184,321			2,462,626,739			2,462,626,739
Cash dividend per equity share paid		4.00			8.00			6.00			6.00			8.00		US$	0.13
Additional data:
Revenue by segment⁽³⁾⁽⁴⁾
IT Services	Rs.	202,490		Rs.	234,850		Rs.	284,313		Rs.	338,431		Rs.	399,509		US$	6,658
IT Products		38,205			36,910			38,436			39,238			38,785			646
Consumer Care and Lighting (discontinued)		22,584			27,258			33,401			40,594			—			—
Others (discontinued)		7,143			10,896			18,565			14,785			—			—
Reconciling items		1,152			1,073			534			560			(666	)		(11	)

Total	Rs.	271,574		Rs.	310,987		Rs.	375,249		Rs.	433,608		Rs.	437,628		US$	7,293

Operating income by segment⁽⁴⁾
IT Services	Rs.	47,687		Rs.	53,407		Rs.	59,265		Rs.	69,933		Rs.	90,333		US$	1,506
IT Products		1,764			1,609			1,787			990			310			5
Consumer Care and Lighting (discontinued)		3,102			3,450			3,956			5,012			—			—
Others (discontinued)		(836	)		(97	)		110			290			—			—
Reconciling items		127			(701	)		(1,105	)		(1,079	)		(1,289	)		(21	)

Total	Rs.	51,844		Rs.	57,668		Rs.	64,013		Rs.	75,146		Rs.	89,354		US$	1,490

Consolidated Statements of Financial Position Data:⁽⁵⁾
Cash and cash equivalents	Rs.	64,878		Rs.	61,141		Rs.	77,666		Rs.	84,838		Rs.	114,201		US$	1,903
Available for sale investments		30,420			49,282			41,961			69,171			63,233			1,054
Working capital⁽⁶⁾		95,565			131,696			155,803			162,663			218,230			3,637
Total assets		329,928			371,443			436,001			439,730			502,304			8,371
Total debt		62,511			52,802			58,958			63,816			51,592			860
Total equity		196,549			240,371			286,163			284,983			344,886		US$	5,748
Number of shares outstanding		1,468,211,189			2,454,409,145	⁽⁷⁾		2,458,756,228			2,462,934,730			2,466,317,273			2,466,317,273

Notes:

Solely for the convenience of the readers, the selected consolidated financial data as of and for the year ended March 31, 2014, has been translated into United States dollars at the certified foreign exchange rate of US$1 = Rs. 60.00, as published by Federal Reserve Board of Governors on March 31, 2014.

Adjusted for stock dividend and for the grant of one employee stock option for every 8.25 employee stock options held by each eligible employee as of the Record Date of the Demerger, pursuant to the terms of the Demerger Scheme effective March 31, 2013.

For the purpose of segment reporting only, we have included the impact of exchange rate fluctuations in revenue. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details.

Starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure to align ourselves with industry trends. We have not restated previous periods on our new basis of segment reporting since meaningful segregation of data is impracticable. Please see Note 31 of the Notes to Consolidated Financial Statements for additional information regarding our segment reporting.

The financial position as of March 31, 2010, 2011 and 2012, which are dates prior to the date of the demerger, includes assets and liabilities of the Diversified Business.

Working capital equals current assets less current liabilities.

Adjusted for stock dividend.

Exchange Rates

Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will affect the U.S. dollar equivalent of the Indian rupee price of our equity shares on the Indian stock exchanges and, as a result, will likely affect the market price of our American Depositary Shares (“ADSs”), listed on the New York Stock Exchange, and vice versa. Such fluctuations will also affect the U.S. dollar conversion by our depositary for the ADSs, J. P. Morgan (“Depositary”), of any cash dividends paid in Indian rupees on our equity shares represented by the ADSs.

The following table sets forth, for the fiscal years indicated, information concerning the amount of Indian rupees for which one U.S. dollar could be exchanged based on the certified foreign exchange rates published by the Federal Reserve Board of Governors. The column titled “Average” in the table below is the average of the certified foreign exchange rates on the last business day of each month during the year.


Fiscal Year Ended March 31,	Period End		Average		High		Low
2014	Rs.	60.00	Rs.	60.35	Rs.	68.80	Rs.	53.65
2013		54.52		54.36		57.13		50.64
2012		50.89		48.01		53.71		44.00
2011		44.54		45.46		47.49		43.90
2010		44.95		47.18		50.48		44.94

On May 9, 2014, the certified foreign exchange rate published by the Federal Reserve Board of Governors was Rs. 60.00.

The following table sets forth the high and low exchange rates for the previous six months based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on each business day during the period:


Month	High		Low
April 2014	Rs.	61.17	Rs.	59.86
March 2014		62.17		59.89
February 2014		62.63		61.78
January 2014		63.09		61.45
December 2013		62.38		60.87
November 2013		63.73		61.74

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.

RISK FACTORS

This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this Annual Report. The following risk factors should be considered carefully in evaluating us and our business.

Risks Related to our Company and our Industry

Our revenues and expenses are difficult to predict because they can fluctuate significantly given the nature of the markets in which we operate. This increases the likelihood that our results could fall below the expectation of investors and market analysts, which could cause the market price of our equity shares and American Depositary Shares (“ADSs”) to decline.

Our revenue historically has fluctuated and may fluctuate in the future depending on a number of factors, including:

•

the size, complexity, timing, pricing terms and profitability of significant projects, as well as changes in the corporate decision-making process of our clients;

•

increased pricing pressure from our competitors;

•

the proportion of services we perform at our clients’ sites rather than at our offshore facilities;

•

our ability to increase sales of our services to new customers and expand sales to our existing customers;

•

seasonal changes that affect the mix of services we provide to our clients or the relative proportion of services and product revenue;

•

seasonal changes that affect purchasing patterns among our consumers of servers, communication devices and other products;

•

unanticipated cancellations, contract terminations or deferral of projects or those occurring as a result of our clients reorganizing their operations;

•

the duration of tax holidays or exemptions and the availability of other Government of India incentives;

•

the effect of increased wage pressure in India and other locations and the time we require to train and productively utilize our new employees;

•

currency exchange fluctuations; and

•

other economic and political factors, including the economic conditions in United States, Europe and other geographies in which we operate.

A significant portion of our total operating expenses, particularly personnel and facilities, are fixed in advance of any particular quarter. As a result, unanticipated variations in the number and timing of our projects may cause significant variations in operating results in any particular quarter.

Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Thus, it is possible that in the future some of our periodic results of operations may be below the expectations of public market analysts and investors, and the market price of our equity shares and ADSs could decline.

Parts of the global economy are volatile on account of political uncertainty. Our pricing remains competitive and clients remain focused on cost reduction and capital conservation. While we believe that we have a flexible business model which can mitigate the negative impact of an uncertain or slow growing economy, we may not be able to sustain historical levels of profitability. Continued attrition levels in our customer interaction services, particularly in our BPO services could adversely impact our operating margins. As a result, there can be no assurance that we will be able to sustain our historic levels of profitability.

If we do not effectively manage our growth, including, among other things by improving our administrative, operational and financial processes and systems to manage our growth, the value of our shareholders’ investment may be harmed.

Our expected growth will continue to place significant demands on our management and other resources. This will require us to continue to develop and improve our operational, financial and other internal controls, both in India and elsewhere. As a result of our growing operations, we face and expect to continue to face challenges such as:

•

recruiting, training and retaining sufficiently skilled technical, marketing and management personnel;

•

maintaining an effective internal control system and properly educating and training employees to mitigate the risk of individuals engaging in unlawful or fraudulent activity or otherwise exposing us to unacceptable business risks;

•

maintaining our high quality standards of service;

•

maintaining high levels of client satisfaction;

•

developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems including data management in our IT applications and Management Information Systems (“MIS”);

•

preserving our culture, values and entrepreneurial environment;

•

assimilating and integrating disparate IT systems, personnel and employment practices, and operations of acquired companies; and

•

Managing our procurement, supply chain and vendor management processes.

If we are unable to manage our growth effectively, the quality of our services and products may decline, and our ability to attract clients and skilled personnel may be negatively affected. These factors in turn could negatively affect the growth of our IT business and harm the value of our shareholders’ investment.

We may face difficulties in providing end-to-end business solutions for our clients that could cause clients to discontinue their work with us, which in turn could harm our business.

As we have increased the breadth of our service offerings, we have engaged in larger and more complex projects with our clients. This requires us to establish closer relationships with our clients, develop a thorough understanding of their operations, and take higher commercial risks in our contracts with such clients, including penalty clauses and compensation based on our client’s financial outcomes. Our ability to establish such relationships will depend on a number of factors, including the proficiency of our IT professionals and our management personnel. Our failure to understand and successfully implement our client’s requirements, the domain and country-specific laws and regulations which govern the products and services that we provide, or our failure to deliver services which meet the requirements specified by our clients could result in termination of client contracts, reputational harm and/or imposition of penalties or the payment of damages. Additionally, we may experience financial losses in contracts which are linked to our client’s future business outcomes or based on assumptions which are not realized. We may also be subject to loss of clients due to dependence on alliance partners, subcontractors or third party product vendors.

Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for subsequent stages or may cancel or delay subsequent planned engagements. Further, we may not be able to sell additional services to existing clients. Unsatisfied clients might seek to terminate existing contracts prior to the completion of the services or relationship. This may further damage our business by affecting our ability to compete for new contracts with current and prospective clients. We may also experience terminations, cancellations or delays as a result of the business or financial condition of our clients or the economy generally, as opposed to factors related to the quality of our services. Such cancellations or delays make it difficult to plan for project resource requirements, and inaccuracies in such resource planning may have a negative impact on our profitability.

Our success depends in large part upon the strength of our management team and other highly skilled professionals. If we fail to attract, retain and manage the transition of these personnel, our business may be unable to grow and our revenue could decline, which may decrease the value of our shareholders’ investment.

The continued efforts of the senior members of our management team are critical to our success. Our ability to execute project engagements and to obtain new clients depends in large part on our ability to attract, train, motivate and retain highly skilled professionals, especially project managers, software engineers and other senior technical personnel. If we cannot hire and retain additional qualified personnel, our ability to bid on and obtain new projects and to continue to expand our business will be impaired

and our revenue could decline. We believe that there is significant competition for professionals with the skills necessary to perform the services we offer, particularly in the locations in which we have operations. We may not be able to hire and retain enough skilled and experienced employees to replace those who leave. Increasing competition for technology professionals in India may also impact our ability to retain personnel. Changes in government policies may also affect our ability to attract, hire and retain personnel. Additionally, we may not be able to reassign or retain our employees to keep pace with continuing changes in technology, evolving standards and changing client preferences. Our profits could be adversely affected if we are unable to manage employee hiring and attrition to achieve a stable and efficient workforce structure.

Our profitability could suffer if we are unable to continue to successfully manage our costs.

Our ability to improve or maintain our profitability is dependent on successful management of our costs. Our cost management strategies include maintaining appropriate alignment between the demand for our services and our resource capacity, optimizing the costs of service delivery and effectively leveraging our sales and marketing and general and administrative costs. We also have to manage additional costs to replace the unsatisfactory solutions or services if our clients are not satisfied because we fail to properly understand their needs and develop solutions accordingly. We have also taken actions to reduce certain costs, including increasing productivity from fixed costs, such as better utilization of existing facilities, and relocating non-client-facing employees to lower-cost locations. There is no guarantee that these, or other cost-management efforts will be successful, that our efficiency will be enhanced, or that we will achieve desired levels of profitability. If we are not able to mitigate rising employee compensation costs by relocating to lower cost locations, passing such increases to clients, or increasing our revenues sufficiently to offset increased costs, our margins and results of operations could be materially adversely affected.

Exchange rate fluctuations in various currencies in which we do business could negatively impact our revenue and operating results/net income.

Our IT Services business is approximately 91% of our revenue. A significant portion of our revenue from these business segments are derived from transactions in foreign currencies, including the U.S. dollar and the euro, while a significant portion of our costs are in Indian rupees. The exchange rate between the rupee and foreign currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against foreign currencies can adversely affect our revenue and competitive position, and can adversely impact our gross margins. Exchange rate fluctuations have in the past adversely impacted, and may in the future adversely impact, our operating results. We generate approximately 43% of our IT Services revenues in non-U.S. dollar currencies, and the exchange rate fluctuations between these currencies and the U.S. dollar can affect our revenues and growth, as expressed in U.S. dollar terms. Volatility in exchange rate movement and/or sustained Indian rupee appreciation will negatively impact our revenue and operating results.

A significant portion of our debt is in various foreign currencies. We also undertake hedging strategies to mitigate exposure of exchange rate risk relating to foreign currency borrowing, including entering into cross-currency interest rate swaps. As mentioned above, the exchange rate between the Indian rupee and foreign currencies has fluctuated significantly in recent years and will likely continue to fluctuate in the future. If the value of the rupee declines, the size of our debt obligations and interest expenses in Indian rupees may increase, which will adversely impact our net income.

Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, and this may have a material adverse effect on our business.

Our insurance policies cover physical loss or damage to our property and equipment arising from a number of specified risks and certain consequential losses, including business interruption, arising from the occurrence of an insured event under the policies. Under our property and equipment policies, damages and losses caused by certain natural disasters, such as earthquakes, acts of terrorism, floods and windstorms are also covered. We also maintain various other types of insurance, such as directors’ and officers’ liability insurance, workmen’s compensation insurance and marine insurance. We maintain insurance on property and equipment in amounts believed to be consistent with industry practices, but we are not fully insured against all such risks. Notwithstanding the insurance coverage that we and our subsidiaries carry, the occurrence of an event that causes losses in excess of the limits specified in our policies, or losses arising from events not covered by insurance policies, could materially harm our financial condition and future operating results. There can be no assurance that any claims filed, under our insurance policies will be honored fully or timely. Also, our financial condition may be affected to the extent we suffer any loss or damage that is not covered by insurance or which exceeds our insurance coverage.

Our revenues are highly dependent on clients primarily located in the United States and Europe, as well as on clients concentrated in certain industries; therefore, an economic slowdown or factors that affect the economic health of the United States, Europe or these industries would adversely affect our business.

We derive approximately 49% of our IT Services revenue from the United States and 30% of our IT Services revenue from Europe. If the economy in the United States or Europe continues to be volatile or uncertain or conditions in the global financial market deteriorate, pricing for our services may become less attractive and our clients located in these geographies may reduce or postpone their technology spending significantly. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability.

Our clients are concentrated in certain key industries. Any significant decrease in the growth of any one of these industries, or widespread changes in any such industry, may reduce or alter the demand for our services and adversely affect our revenue and profitability. Furthermore, some of the industries in which our clients are concentrated, such as the financial services industry, health care industry or the energy and utilities industry, are, or may be, increasingly subject to governmental regulation and intervention. For instance, clients in the financial services sector have been subject to increased regulation following the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act in the United States. Increased regulation, changes in existing regulation or increased governmental intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses and therefore negatively impact our revenues.

Our revenue depends to a large extent on a limited number of clients, and our revenue could decline if we lose a major client.

We currently derive, and believe that we will continue to derive, a significant portion of our revenue from a limited number of corporate clients. The loss of a major client or a significant reduction in the service performed for a major client could result in a reduction of our revenue. Significant pricing or margin pressure exerted by our largest clients would also adversely affect our operating results. Our largest client accounted for 4%, 3% and 4% of our IT Services revenue for the years ended March 31, 2012, 2013 and 2014, respectively. Our ten largest IT Services clients accounted for approximately 20%, 22% and 23% of our IT Services revenues for the years ended March 31, 2012, 2013 and 2014, respectively. The volume of work we perform for specific clients may vary from year to year, particularly since we typically are not the exclusive external technology service provider for these clients. Thus, any major client during one year may not provide the same level of revenue in a subsequent year.

There are a number of factors other than our performance that could cause the loss of a client, such as a reduction in our clients’ IT budgets due to economic factors or otherwise, shifts in corporate priorities, consolidation among our clients and political or economic factors. These factors may not be predictable or under our control. If we were to lose one of our major clients or have a significantly lower volume of business with them, our revenue and profitability could be reduced. We cannot assure you that present or future large clients will not terminate their arrangements with us or significantly change, reduce or delay the amount of services ordered from us, any of which would reduce our net sales and net income.

Companies in the industries that we serve may also seek to achieve economies of scale and other synergies by combining with or acquiring other companies. If two or more of our current clients merge or consolidate and combine their operations, it may decrease the overall amount of work that we perform for such clients. If one of our current clients merges or consolidates with a company that relies on another provider for its consulting, systems integration, technology or outsourcing services, we may lose work from that client or lose the opportunity to gain additional work. The increased market power of larger companies could also increase pricing and competitive pressures on us.

Our results of operations may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by our clients.

Our business depends, in part, upon continued reliance on the use of technology in business by our clients and prospective clients as well as their customers and suppliers. In particular, the success of our new service offerings requires continued demand for such services and our ability to meet this demand in a cost-effective manner. In challenging economic environments, our clients may reduce or defer their spending on new technologies in order to focus on other priorities and prospective clients may decide not to engage our services. Also, many companies have already invested substantial resources in their current means of conducting commerce and exchanging information, and they may be reluctant or slow to adopt new approaches that could disrupt existing personnel, processes and infrastructures. If the growth of technology usage in business, or our clients’ spending on such technology, declines, or if we cannot convince our clients or potential clients to embrace new technological solutions, our results of operations could be adversely affected.

Our profitability could suffer if we are not able to maintain favorable utilization rates.

Our profitability and the cost of providing our services are affected by the utilization rate of our professionals. If we are not able to maintain high utilization rates for our professionals, our profit margin and our profitability may suffer. Our utilization rates are affected by a number of factors, including:

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our ability to transition employees from completed projects to new assignments and to hire and integrate new employees;

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our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces;

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our ability to manage attrition; and

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our need to devote time and resources to training, professional development and other non-chargeable activities.

Our revenue could also suffer if we misjudge demand patterns and do not recruit sufficient employees to satisfy demand. Employee shortages could prevent us from completing our contractual commitments in a timely manner and cause us to pay penalties or lose contracts or clients.

In the last fiscal year, we implemented a new segment reporting structure to align ourselves with industry trends. This change to our segment reporting could be confusing to investors, and may not have the desired effects.

Starting with the quarter ended June 30, 2013, we began reporting our former IT Services business segment as six separate segments to better align ourselves with industry trends. We have provided disclosures about our new segment reporting structure, but there is no guarantee that investors or the market will understand this change to our financial reporting. There is also no guarantee that this change will have the desired effect, and in the future we may need to change our basis of segment reporting to provide greater clarity to investors. Failure of investors or analysts to understand our revised segment reporting structure may negatively affect their ability to understand our business and operating results which could adversely affect our stock price.

Restrictions on immigration in the U.S. may affect our ability to compete for and provide services to clients in the U.S., which could hamper our growth and cause our revenue to decline.

Our employees who work onsite at client facilities or at our facilities in the U.S. on temporary or extended assignments typically must obtain visas. If U.S. immigration laws change and make it more difficult for us to obtain H-1B and L-1 visas for our employees, our ability to compete for and provide services to our clients in the U.S. could be impaired. In response to past terrorist attacks in the U.S., the U.S. Citizenship and Immigration Services (“USCIS”) and the U.S. Department of State have increased their level of scrutiny in reviewing visa applications and work petitions and have decreased the number of such visas granted.

Additionally, the U.S. is currently considering comprehensive immigration reforms which may result in additional restrictions or changes that could hamper our ability to serve our clients, causing our revenue to decline. If those proposed restrictive provisions are signed into law, they could have a substantial impact on our hiring practices or capacity to complete client projects, and our cost of doing business in the U.S. could increase and that may discourage clients from seeking our services. This could have a material and adverse effect on our business, revenues and operating results.

Although there is currently no regulatory limit to the number of new L-1 petitions or visas granted, the L-1 and H-1B Visa Reform Act of 2004 precludes foreign companies from obtaining L-1 visas for employees with specialized knowledge if (1) such employees will be stationed primarily at the worksite of another company in the U.S. and the employee will not be controlled and supervised by his employer, or (2) the placement is essentially an arrangement to provide labor for hire rather than in connection with the employee’s specialized knowledge. Furthermore, the USCIS has indicated that it will start worksite visits for L-1 employees beginning in 2014.

In addition, companies which have obtained H-1B visas on behalf of employees face higher labor, legal and regulatory standards. Investigations by the Wage and Hour Division of the U.S. Department of Labor or unannounced random site inspections by the U.S. Department of Homeland Security could also affect our ability to efficiently compete for and provide services to our clients in the U.S.

Immigration laws in the U.S. and in other countries are subject to legislative changes, as well as to variations in the standards of application and enforcement due to political forces and economic conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or reviewing work visas for our technology professionals.

Although we currently have sufficient personnel with valid H-1B and L-1 visas, we cannot be assured that we will continue to be able to obtain any or a sufficient number of H-1B and L-1 visas for our onsite employees on the same timeframe as we currently maintain.

Our international operations subject us to risks inherent in doing business on an international level that could harm our operating results.

Currently, we have software development facilities in several countries around the world. The majority of our software development facilities are located in India. As we continue to increase our presence outside India through our strategic development centers worldwide, we are subject to additional risks related to our international expansion strategy, including risks related to complying with a wide variety of national and local laws, restrictions on the import and export of certain technologies, data privacy and protection regulations, currency fluctuations, economic and political volatility and multiple and possibly overlapping tax structures. In addition, we may face competition in other countries from companies that may have more experience with operations in such countries or with international operations in general. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture. Our international expansion plans may not be successful, and we may not be able to compete effectively in other countries.

Legislation in certain countries in which we operate, including the U.S., may restrict companies in those countries from outsourcing work.

Some countries and organizations have expressed concerns about a perceived connection between offshore outsourcing and the loss of jobs domestically. With high domestic unemployment levels in many countries and increasing political and media attention on the outsourcing of services internationally by domestic corporations, there have been concerted efforts in many countries to enact new legislation to restrict offshore outsourcing or impose restrictions on companies that outsource. Periodically, restrictive outsourcing legislation has been considered by federal and state authorities in the U.S. In the event any of these measures become law, our ability to do business in these jurisdictions could be adversely impacted, which in turn could adversely affect our revenues and operating profitability.

In addition, from time to time, negative experiences associated with offshore outsourcing, such as theft and misappropriation of sensitive client data, has been publicized, including reports involving service providers in India. Our current or prospective clients may elect to perform certain services themselves or may be discouraged from transferring services from onshore to offshore service providers to avoid harmful publicity or any negative perceptions that may be associated with using an offshore service provider. Any slowdown or reversal of existing industry trends towards offshore outsourcing would seriously harm our ability to compete effectively with competitors that provide services from within the countries in which our clients operate.

Further, under the United Kingdom’s Transfer of Undertakings (Protection of Employees) Regulations, 2006, as well as similar regulations in European Union member countries, employees who are dismissed by an outsourcing vendor could seek compensation from their current or new employer. This could adversely impact our customers’ ability to outsource and also result in additional costs due to redundant payment liabilities. Such events can have an adverse impact on our results of operations and our financial position.

Our failure to complete fixed-price, fixed-time frame contracts within the budget and on time may negatively affect our profitability, which could decrease the value of our shareholders’ investment.

We offer a portion of our services on a fixed-price, fixed-time frame basis, rather than on a time-and-materials basis. Although we use our specified software engineering processes and rely on our past project experience to reduce the risks associated with estimating, planning and performing fixed-price or fixed-time frame projects, we bear the risks of cost overruns, completion delays and wage inflation in connection with these projects. If we fail to accurately estimate the resources and time required for a project, future rates of wage inflation and currency exchange rates, or if we fail to complete our contractual obligations within the contracted timeframe, our profitability may suffer.

If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.

We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, we may use time and materials pricing, fixed-price arrangements, and hybrid contracts with features of both pricing models. We also undertake element or transaction based pricing, which is done with a view of certain scale of operations. Our pricing is highly dependent on our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could be inaccurate. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. The risk is greatest when pricing our outsourcing contracts, as many of our outsourcing projects entail the coordination of operations and workforces in multiple locations, utilizing workforces with different skill sets and competencies and geographically-distributed service centers. Furthermore, when work gets outsourced we occasionally hire employees from our clients and assume responsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin estimates on outsourced work frequently include anticipated long-term cost savings from transformational and other

initiatives that we expect to achieve and sustain over the life of the outsourcing contract. There is a risk that we will underprice our contracts, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, or wide fluctuations compared to our original estimates, delays or failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work, including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our profit margin.

Disruptions in telecommunications could harm our service model, which could result in a reduction of our revenue.

A significant element of our business strategy is to continue to leverage and expand our offshore development centers at Bangalore, Chennai, Hyderabad, Kolkata, Pune and other cities in India, as well as near-shore development centers outside of India. We believe that the use of a strategically located network of software development centers provides us with cost advantages, the ability to attract highly skilled personnel from various regions of India and the world, the ability to service clients on a regional and global basis and the ability to provide services to our clients 24 hours a day, seven days a week. Part of our service model is to maintain active voice and data communications between our main offices in Bangalore, our clients’ offices, and our software development and support facilities. Although we maintain redundancy facilities and satellite communications links, any significant loss in our ability to transmit voice and data through satellite and telephone communications could result in a disruption in business, thereby hindering our performance or our ability to complete client projects on time. This, in turn, could lead to a reduction of our revenue.

We may be liable to our clients for damages caused by disclosure of confidential information or data security system failures.

We often have access to or are required to collect and store confidential client and customer data. We face a number of threats to our data centers and networks of unauthorized access, security breaches and other system disruptions. It is critical to our business that our infrastructure remains secure and is perceived by customers to be secure. Despite our security measures, our infrastructure may be vulnerable to attacks by hackers or other disruptive problems. Breaches of our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of confidential customer data could expose us, our customers or the individuals affected to a risk of loss or misuse of this information. We could be subject to termination of contracts for non-compliance with our client’s Information Security policies and procedures.

Many of our client agreements do not limit our potential liability for breaches of confidentiality. If any person, including any of our employees or former employees, penetrates our network security or misappropriates sensitive data, we could be subject to significant liability from our clients or from our clients’ customers for breaching contractual confidentiality provisions or privacy laws. Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems, systems failure, loss or theft of assets containing confidential information or otherwise, could damage our reputation and cause us to lose clients.

We are making substantial investments in new facilities and physical infrastructures, and our profitability could be reduced if our business does not grow proportionately.

We have invested substantially in construction or expansion of software development facilities and physical infrastructure during fiscal year 2014 in anticipation of growth in our business. The total amount of investment made to purchase property, plant and equipment in fiscal year 2014 was Rs. 8,913 million ($149 million). Additionally, as of March 31, 2014, we had contractual commitments of approximately Rs. 778 million ($13 million) related to capital expenditures on construction or expansion of our software development and other facilities. We may encounter cost overruns or project delays in connection with new facilities and these expansions may increase our fixed costs. If we are unable to grow our business and revenues to sufficiently offset the increased expenditures, our profitability will be reduced.

Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and the industries on which we focus.

The IT services market is characterized by rapid technological changes, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and enhance our existing offerings or develop new product and service offerings to meet client needs. We may not be successful in anticipating or responding to these advances on a timely basis, or, if we do respond, the services or technologies we develop may not be successful in the marketplace. We may also be unsuccessful in stimulating customer demand for new and upgraded products, or seamlessly managing new product introductions or transitions. Further, products, services or technologies that are developed by our competitors may render our services non-competitive or obsolete. Our failure to address the demands of the rapidly evolving information technology environment, particularly with respect to cloud computing and storage, mobility and applications and analytics, could have a material adverse effect on our business, results of operations and financial condition.

If flaws in design, function or maintenance of our services were to occur, we could experience a rate of failure that would result in substantial repair, replacement or service costs and potential damage to our reputation. Continued improvement of our services and control of quality, costs and product testing are critical factors in our future growth. There can be no assurances that our efforts to monitor, develop, modify and implement appropriate testing for errors and upgrading processes will be sufficient to prevent us from having to incur substantial repair, replacement or service costs or from a disruption in our ability to provide services, either of which could have a material adverse effect on our business, results of operations or financial condition.

Many of our client contracts can be terminated without cause, with little or no notice and without termination charges, which could negatively impact our revenue and profitability.

Our clients typically retain us on a non-exclusive, project-by-project basis. Many of our client contracts, including those that are on a fixed-price, fixed-time frame basis, can be terminated with or without cause, with as little as 90 days’ notice and without termination-related penalties. Additionally, most of our contracts with clients are typically limited to discrete projects without any commitment to a specific volume of business or future work. Our business is dependent on the decisions and actions of our clients, and there are a number of factors that might result in the termination of a project or the loss of a client that are outside of our control, including:

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the business or financial condition of our clients or the economy generally;

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a change in strategic priorities, resulting in a reduced level of IT spending;

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a demand for price reductions; and

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a change in outsourcing strategy such as moving to client in-house IT departments or to our competitors.

Termination of client relationships, particularly relationships with our largest customers would have a material adverse effect on our business.

We may engage in future acquisitions, investments, strategic partnerships or other joint ventures that may not be successful or meet our expectations.

We have acquired and in the future may acquire or make investments in complementary businesses, technologies, services or products, or enter into strategic partnerships or joint ventures with parties that we believe can provide access to new markets, capabilities or assets. The acquisition and integration of new businesses subjects us to many risks and we can provide no assurances that any such acquisition will be successful or meet our expectations. If it does not, we may suffer losses, dilute value to shareholders, may not be able to take advantage of appropriate investment opportunities or complete transactions on terms commercially acceptable to us. We could have difficulty in assimilating the personnel or operations of the acquired companies. We could also have difficulty in integrating the acquired products, services, solutions or technologies into our operations. We may have to face litigation or other claims arising out of our acquisitions, including disputes with regard to earn-outs or other closing adjustments. These difficulties could disrupt our ongoing business, distract our management and employees, and increase our expenses. Changes in competition laws in India and abroad could also impact our acquisition plans by prohibiting potential transactions which would otherwise be beneficial for us.

Investments in joint ventures or companies where we do not have majority ownership expose us to decisions made by others. This could impact our ability to align the strategic goals of the venture with our goals and this may impact the returns on our investment. We may also be required to exit such ventures at inopportune times or make further investments in a venture based on current shareholder agreements. Such further investments may have to be made at a time when the venture is financially struggling and this may erode or dilute its value to our shareholders.

Despite our due diligence process, we may fail to discover significant issues around an acquired company’s intellectual property, service offerings, customer relationships, employee matters, accounting practices or regulatory compliances. We may also fail to discover liabilities that are not properly disclosed to us or we inadequately assess in our due diligence efforts or liabilities that may arise out of regulatory non-compliance, contractual obligations or breaches. We cannot predict or guarantee that our efforts will be effective or will protect us from liability. If we are unable to get indemnification protection or other contractual protections or relief for any material liabilities associated with our acquisitions or investments, it could harm our operating results.

Some of our long-term client contracts contain benchmarking provisions which, if triggered could result in lower contractual revenues and profitability in the future.

Some of our client contracts contain benchmarking provisions which allow a customer in certain circumstances to request a study prepared by an agreed upon third-party comparing our pricing, performance and efficiency gains for delivered contract services against the comparable services of an agreed upon list of other service providers. Based on the results of the benchmark study and depending on the reasons for any unfavorable variance, we may be required to reduce our pricing for future services to be performed for the remainder of the contract term, which could have an adverse impact on our revenues and profitability.

We may be liable to our clients for damages caused by system failures, which could harm our reputation and cause us to lose clients.

Many of our contracts involve projects that are critical to the operations of our clients’ businesses and provide benefits to our clients that may be difficult to quantify. Any failure in a client’s system could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit our contractual liability for consequential damages in rendering our services, we cannot be assured that such limitations on liability will be enforceable in all cases, or that they will otherwise protect us from liability for damages. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or results in changes to our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirement, could adversely affect our operating results. We may also be liable to our clients for damages or termination of contract if we are unable to address disruption in services to our clients with adequate business continuity plans.

We may be subject to litigation and be required to pay damages for deficient services or for violating intellectual property rights.

We may be subject to litigation and be required to pay damages for losses caused by allegedly deficient services. We may also be subject to damages for violating or misusing our clients’ intellectual property rights or for breaches of third-party intellectual property rights or confidential information in connection with services to our clients. Further, our contracts often contain provisions pursuant to which we indemnify our clients for such third-party breaches of intellectual property pursuant to our contracts. Our inability to provide services at contractually-agreed service levels or inability to prevent violation or misuse of the intellectual property of our clients or that of third parties could cause significant damage to our reputation and adversely affect our results of operations.

Third party providers of software that we license may subject us to claims or litigation to seek damages for violating their licenses and intellectual property rights, which could require us to pay damages, enter into costly license arrangements or modify our products and services. We may also face litigation or incur additional fees and be required to pay damages for violating contractual terms, misuse or excessive use of our license to intellectual property rights, which could cause significant damage to our reputation and adversely affect our results or operations. Further, we may be required to indemnify our clients for third-party breaches of intellectual property pursuant to our contracts.

Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes Oxley Act of 2002, new SEC regulations, New York Stock Exchange rules, Securities and Exchange Board of India (“SEBI”) rules and Indian stock market listing regulations, are creating uncertainty for companies like ours. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.

In particular, continuing compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting requires the commitment of significant financial and managerial resources. With respect to our Form 20-F for the year ended March 31, 2014, our management has performed an assessment of the effectiveness of the internal control over financial reporting. We have determined that the internal controls are effective.

We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and significant management time and attention. In addition, the new laws, regulations and standards regarding corporate governance may make it more difficult for us to obtain director and officer liability insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may face difficulties attracting and retaining qualified board members and executive officers, which could harm our business. If we fail to comply with new or changed laws or regulations and standards differ, our business and reputation may be harmed.

If we fail to or are unable to implement and maintain effective internal controls over financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.

We are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s internal control over financial reporting in its annual report. In addition, an independent registered public accounting firm must issue an attestation report on the effectiveness of the company’s internal control over financial reporting.

If we fail to maintain effective internal control over financial reporting in the future, we and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor confidence in the reliability of our financial statements. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other requirements of the Sarbanes-Oxley Act. If we are not able to continue to meet the requirements of Section 404 in a timely manner or with adequate compliance, we might be subject to sanctions or investigation by the SEC, the New York Stock Exchange or other regulatory authorities. Any such action could adversely affect the accuracy and timeliness of our financial reporting.

We cannot predict the outcome of the Securities and Exchange Commission’s ongoing formal investigation, the outcome of which could have a material adverse effect on us.

As we have previously disclosed, the SEC’s Division of Enforcement has requested that we provide, on a voluntary basis, certain information and documents concerning, among other things, issues relating to auditor independence and the appropriateness of certain accounting entries pertaining to our exchange rate fluctuation and outstanding liability accounts. We have fully complied with these information requests. In January 2014, the staff of the SEC advised us that the SEC has issued a formal order directing private investigation in connection with this matter, which we believe to be a common step in the process in such matters. We continue to fully cooperate with the SEC’s investigation. The outcome of the SEC’s review of this matter is uncertain. Adverse determinations by the SEC could have a material adverse effect on us.

If we are unable to collect our dues / receivables from or invoice our unbilled services to our clients, our results of operations and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We maintain provisions against receivables and unbilled services. Actual losses on client balances could differ from those that we currently anticipate and as a result we might need to adjust our provisions. There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as a potential credit crisis in the global financial system, could also result in financial difficulties for our clients, including limited access to the credit markets, insolvency or bankruptcy. Such conditions could cause clients to delay payment, request modifications of their payment terms, or default on their payment obligations to us, all of which could increase our receivables balance. Timely collection of fees for client services also depends on our ability to complete our contractual commitments and subsequently bill for and collect our contractual service fees. If we are unable to meet our contractual obligations, we might experience delays in the collection of or be unable to collect our client balances, and if this occurs, our results of operations and cash flows could be adversely affected. In addition, if we experience an increase in the time required to bill and collect for our services, our cash flows could be adversely affected.

Our work with government clients exposes us to additional risks inherent in the government contracting environment.

Our clients include national, provincial, state and local governmental entities. Our government work carries various risks inherent in the government contracting process which may affect our operating profitability. These risks include, but are not limited to, the following:

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Government entities often reserve the right to audit our contract costs, including allocated indirect costs, and conduct inquiries and investigations of our business practices with respect to our government contracts. If the client finds that the costs are not reimbursable, then we will not be allowed to bill for them or the cost must be refunded to the client if it has already been paid to us. Findings from an audit may also result in prospective adjustments of previously agreed upon rates for our work and may affect our future margins.

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If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies of that government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities, regardless of their adequacy and therefore we can only mitigate, and not eliminate, this risk.

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Government contracts are often subject to more extensive scrutiny and publicity than contracts with commercial clients. Negative publicity related to our government contracts, regardless of its accuracy, may further damage our business by affecting our ability to compete for new contracts among commercial and governmental entities.

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Political and economic factors such as pending elections, changes in leadership among key governmental decision makers, revisions to governmental tax policies and reduced tax revenues can affect the number and terms of new government contracts signed.

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Terms and conditions of government contracts tend to be more onerous and are often more difficult to negotiate than those for commercial contracts.

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Government contracts may not include a cap on direct or consequential damages, which could cause additional risk and expense in these contracts.

We may incur substantial costs for environmental regulatory compliance.

We are subject to various federal, state, local and foreign laws relating to protection of the environment. We may incur substantial fines, civil or criminal sanctions, or third-party claims for property damage or personal injury if we are held liable under environmental laws and regulations. Our current compliance with environmental laws and regulations is not expected to have a material adverse effect on our financial position, results of operations or competitive position.

We are exposed to fluctuations in the market values of our investment portfolio.

Deterioration of the credit as well as debt and capital markets due to economic turmoil could result in volatility of our investment earnings and impairments to our investment portfolio, which could negatively impact our financial condition and reported income.

Our financial condition and results of operations may be harmed if we do not successfully reduce market risks through the use of derivative financial instruments.

Since we conduct operations throughout the world, a substantial portion of our assets, liabilities, revenues and expenses are denominated in various currencies other than the Indian rupee, including the U.S. dollar and the euro. The Indian rupee has experienced price volatility in the past year and because our financial statements are denominated in the India rupee, fluctuations in currency exchange rates, especially against the U.S. dollar, could have a material impact on our reported results. Due to these exchange rate fluctuations, there has been an increased demand from our clients that all risks associated with such fluctuations be borne by us. We also experience other market risks, including changes in the interest rates of the securities that we own. We may use derivative financial instruments to reduce certain of these risks. However, if our strategies to reduce market risks are not successful, our financial condition and operating results may be harmed.

Management’s use of estimates may affect our income and financial position.

To comply with IFRS, management is required to make many judgments, estimates, and assumptions. The facts and circumstances on which management bases these estimates and judgments, and management’s judgment of the facts and circumstances, may change from time to time, and this may result in significant changes in the estimates, with a negative impact on our assets or income. Current and future accounting pronouncements and other financial reporting standards may adversely affect the financial information we present. We regularly monitor our compliance with all of the financial reporting standards that are applicable to us and any new pronouncements that are relevant to us. Findings of our monitoring activity or new financial reporting standards may require us to change our internal accounting policies and to alter our operational policy so that it reflects new or amended financial reporting standards. We cannot exclude the possibility that this may have a material impact on our assets, income, or cash flows. For a summary of significant accounting policies, refer to Note 3 of the Notes to the Consolidated Financial Statements section.

Goodwill and acquisition related intangibles that we carry on our balance sheet could give rise to significant impairment charges in the future.

The amount of goodwill and intangible assets in our consolidated financial statement has increased significantly in recent years, primarily due to acquisitions. Goodwill and acquisition related indefinite life intangibles are subject to impairment review at least annually. Impairment testing under IFRS may lead to impairment charges in the future. Any significant impairment charges could have a material adverse effect on our results of operations.

Risks Related to Investments in Indian Companies and International Operations Generally.

We are incorporated in India, and a substantial portion of our assets and our employees are located in India. Consequently, our financial performance and the market price of our ADSs will be affected by political, social and economic developments affecting India, Government of India policies such as taxation and foreign investment policies, Government of India currency exchange control and changes in exchange rates and interest rates.

Wage increases in India may diminish our competitive advantage against companies located in the U.S. and Europe and may reduce our profit margins.

Our wage costs in India have historically been significantly lower than wage costs in the U.S. and Europe for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees over the long term, wage increases may reduce our profit margins. Furthermore, increases in the proportion of employees with less experience, or source talent from other low cost locations, like Eastern Europe, China or Southeast Asia could also negatively affect our profits.

We would realize lower tax benefits if the special tax holiday scheme for units set up in Special Economic Zones is substantially modified.

Currently, we benefit from tax incentives under Indian tax laws. We qualify for a deduction from taxable income on profits attributable to our status as a developer of Special Economic Zones (“SEZs”) or from operation of units located in SEZs. The tax deduction for SEZ developers is available for any ten consecutive years out of fifteen years, commencing from the year in which the SEZ is notified. The tax deduction for a unit in an SEZ is equal to 100% of profits from the export of services for the first five years after the commencement of operations in the SEZ, and thereafter is equal to 50% of profits from the export of services for a subsequent period of ten years, subject to meeting specified re-investment conditions and earmarking of specified reserves in the last five years. This tax deduction will terminate if our operations are no longer located in an SEZ, fail to comply with rules required for an SEZ or fail to meet certain conditions prescribed under the Income Tax Act, 1961 of India. These tax benefits of units are conditioned upon our ability to generate positive net foreign exchange within five years of the commencement of our operations in the SEZ. If we fail to generate positive net foreign exchange within five years, or thereafter fail to maintain it, we will be subject to penalties under the Foreign Trade (Development and Regulation) Act, 1992, or the Indian Foreign Trade Act. The maximum penalty that may be imposed is equal to five times the gross value of the goods and services that we purchase with duty exemptions. We are subject to a Minimum Alternate Tax (“MAT”) at a fixed rate of approximately 21% on our net profits as adjusted by certain prescribed adjustments. Where any tax is paid under MAT, such tax will be eligible for adjustment against regular income tax liability computed under the Income Tax Act, 1961 of India, for the following ten years as MAT credit. We cannot assure you that the Government of India will continue these special tax exemptions or that we will continue to qualify for such tax benefits and other incentives. If we no longer receive these tax benefits and other incentives, or if the MAT rate of taxation is increased, our financial results may be adversely affected.

In the past, there have been demands by legislators and various political parties in India for the Government of India to actively regulate the development of SEZs by private entities. There have also been demands to impose strict conditions which need to be complied with before economic zones developed by private entities are designated as SEZs. If such regulations or conditions are imposed, it would adversely impact our ability to set up new units in such designated SEZs and avail ourselves of the tax benefits associated with SEZs.

We operate in jurisdictions that impose transfer pricing and other tax related regulations on us, and any failure to comply could materially and adversely affect our profitability.

We are required to comply with various transfer pricing regulations in India and other countries. Failure to comply with such regulations may impact our effective tax rates and consequently affect our net margins. Additionally, we operate in several countries and our failure to comply with the local tax regime may result in additional taxes, penalties and enforcement actions from local authorities. In the event that we do not properly comply with transfer pricing and tax-related regulations, our profitability may be adversely affected. The Finance Act 2012 extended the applicability of transfer pricing regulations to domestic transactions entered into with related parties and certain specified transactions.

Taxation laws are susceptible to frequent change. In India, changes in taxation law are announced on an annual basis in February, when the Union Budget is presented. In addition, a new Direct Tax Code is expected to replace the existing Indian Income Tax Act, 1961. These changes in law may affect the accuracy of our estimated tax obligations, or the obligations of holders of our equity shares and ADSs. Changes in taxation laws in India are also expected to be announced, when following the announcement of election results, the newly elected government presents the Union Budget.

Terrorist attacks or a war could adversely affect our business, results of operations and financial condition.

Terrorist attacks, such as the attacks on November 29, 2008 and July 13, 2011 in Mumbai, India and other acts of violence or war have the potential to directly impact our clients. To the extent that such attacks affect or involve the U.S. or Europe, our business may be significantly impacted, as the majority of our revenue is derived from clients located in those regions. In addition, such attacks may make business travel more difficult, may make it more difficult to obtain work visas for many of our technology professionals who are required to work in the U.S. or Europe, and may effectively curtail our ability to deliver services to our clients. Such obstacles to business may increase our expenses and negatively affect the results of our operations. Furthermore, any terrorist attacks in India could cause a disruption in the delivery of our services to our clients, could have a negative impact on our business, personnel, assets and results of operations, and could cause our clients or potential clients to choose other vendors for the services we provide. Terrorist threats, attacks or war could also delay, postpone or cancel our clients’ decisions to use our services.

The markets in which we operate are subject to the risks of earthquakes, floods and other natural disasters, the occurrence of which could cause our business to suffer.

Some of the regions that we operate in are prone to earthquakes, hurricanes, tsunamis, flooding and other natural disasters. In the event that any of our business centers are affected by such disasters, we may sustain damage to our operations and properties, suffer significant financial losses and be unable to complete our client engagements in a timely manner, if at all. Further, in the event of a natural disaster, we may also incur costs in redeploying personnel and property. In addition, if there is a major earthquake, as occurred in Japan in March 2011, a flood, as occurred in Thailand in July 2011, or other natural disaster in any of the locations in which our significant clients are located, we face the risk that our clients may incur losses or sustained business interruption which may materially impair their ability to continue their purchase of our products or services. A major earthquake, flood or other natural disaster including as a result of climate changes in the locations in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our operations and cause our business to suffer.

South Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries, including between India and Pakistan. There have been military confrontations between India and Pakistan in the Kashmir region and along the India-Pakistan border. The potential for hostilities between the two countries is high due to recent terrorist activities in India and the aggravated geopolitical situation. Both countries have initiated active measures to reduce hostilities. Military activity or terrorist attacks in the future could harm the Indian economy by disrupting communications and making travel more difficult. Such political tensions could create a greater perception that investments in Indian companies involve a higher degree of risk. This, in turn, could have a material adverse effect on the market for the securities of Indian companies, including our equity shares and our ADSs, and on the market for our services.

Political considerations in the Government of India could delay the liberalization of the Indian economy and adversely affect economic conditions in India in general, which could in return impact our financial results and prospects.

Despite economic liberalization policies, the Indian federal and state governments remain a significant part of the Indian economy as producers, consumers and regulators. Although we believe that the process of economic liberalization will continue, the rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange and other matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and deregulation policies could adversely affect business and economic conditions in India generally and our business in particular.

For instance in April 2007, the Government of India announced a number of changes in its policy relating to SEZs, including specifying a cap on land available for SEZs. The Government of India is currently considering making further changes in its SEZ policy. We currently have several facilities operating within SEZs and any adverse change in policy relating to SEZs could affect our profitability.

Indian law limits our ability to raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business or entering into a transaction that is in the best interests of our shareholders.

Indian law constrains our ability to raise capital outside of India through the issuance of equity or convertible debt securities. Generally, any foreign investment in, or an acquisition of, an Indian company requires approval from relevant government authorities in India, including the Reserve Bank of India. However, subject to certain exceptions, the Government of India currently does not mandate prior approvals for IT companies such as ours. If we are required to seek the approval of the Government of India and the Government of India does not approve the proposed investment or implements a limit on the foreign equity ownership of IT companies, our ability to seek and obtain additional equity investment by foreign investors will be limited. In addition, these restrictions, if applied to us, may prevent us from entering into a transaction, such as an acquisition by a non-Indian company, which would otherwise be beneficial for our Company and the holders of our equity shares and ADSs.

Our ability to acquire companies organized outside India depends on the approval of the Government of India. Our failure to obtain approval from the Government of India for the acquisition of companies organized outside India may restrict our international growth, which could negatively affect our revenue.

The Ministry of Finance of the Government of India and/or the Reserve Bank of India must approve our acquisition of any company organized outside of India or grant general or special permission for such acquisition. The Reserve Bank of India permits acquisitions of companies organized outside of India by an Indian party without approval in the following circumstances:

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if the transaction consideration is paid in cash, up to 400% of the net worth of the acquiring company; or

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if the acquisition is funded with cash from the acquiring company’s existing foreign currency accounts or with cash proceeds from the issue of ADRs or Global Depositary Receipts (“GDRs”).

We cannot assure you that any necessary approval from the Reserve Bank of India or the Ministry of Finance or any other Government agency can be obtained. Our failure to obtain such approvals from the Government of India for acquisitions of companies organized outside India may restrict our international growth, which could negatively affect our revenue.

It may be difficult for you to enforce any judgment obtained in the U.S. against us, our directors or executive officers or our affiliates.

We are incorporated under the laws of India and many of our directors and executive officers reside outside the U.S. A substantial portion of our assets and the assets of many of these persons are also located outside the U.S. As a result, you may be unable to effect service of process upon us outside of India or upon such persons outside their jurisdiction of residence. In addition, you may be unable to enforce against us in courts outside of India, or against these persons outside the jurisdiction of their residence, judgments obtained in courts of the U.S., including judgments predicated solely upon the federal securities laws of the U.S.

We have been advised by our Indian counsel that the U.S. and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the U.S. on civil liability, whether or not predicated solely upon the federal securities laws of the U.S., would not be enforceable in India. However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the U.S. The suit must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce a foreign judgment if it viewed the amount of damages awarded as excessive or inconsistent with Indian practice. A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank of India under the Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount recovered.

The laws of India do not protect intellectual property rights to the same extent as those of the U.S., and we may be unsuccessful in protecting our intellectual property rights. Unauthorized use of our intellectual property may result in development of technology, products or services which compete with our products. We may also be subject to third-party claims of intellectual property infringement.

Our intellectual property rights are important to our business. We rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. However, we cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property. Furthermore, the laws of India do not protect proprietary rights to the same extent as laws in the U.S. Therefore, our efforts to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our products or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.

The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenue and increase our expenses. The competitive advantage that we derive from our intellectual property may also be diminished or eliminated. We may need to litigate to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time-consuming and costly. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights increases, we believe that companies in our industry will face more frequent infringement claims. Defending against these claims, even if not meritorious, could be expensive and divert our attention and resources from operating our company. Also, there can be no assurance that, as our business expands into new areas, we will be able to independently develop the technology necessary to conduct our business or that we can do so without infringing on the intellectual property rights of others.

Although we believe that our intellectual property rights do not infringe on the intellectual property rights of any other party, infringement claims may be asserted against us in the future. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial damage award and be forced to develop non-infringing technology, obtain a license or cease selling the applications or products that contain the infringing technology. We may be unable to develop non-infringing technology or to obtain a license on commercially reasonable terms, or at all. Further, we may be required to provide indemnification to clients for third-party breaches of intellectual property pursuant to our contracts with such parties.

Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business.

Since we provide services to clients throughout the world, we are subject to numerous, and sometimes conflicting, legal requirements on matters as diverse as import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs, anti-corruption, whistle blowing, internal and disclosure control obligations, data protection and privacy and labor relations and certain regulatory requirements that are specific to our client’s industry. Non-compliance with these regulations in the conduct of our business could result in fines, penalties, criminal sanctions against us or our officers, disgorgement of profits, prohibitions on doing business and adverse impact to our reputation. Gaps in compliance with these regulations in connection with the performance of our obligations to our clients could also result in exposure to monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process information and allegations by our clients that we have not performed our contractual obligations. Many countries also seek to regulate the actions that companies take outside of their respective jurisdictions, subjecting us to multiple and sometimes competing legal frameworks in addition to our home country rules. Due to the varying degree of development of the legal systems of the countries in which we operate, local laws might be insufficient to defend us and preserve our rights. We could also be subjected to risks to our reputation and regulatory action on account of any unethical acts by any of our employees, partners or other related individuals.

We have more than 27,000 employees located outside India. We are subject to risks relating to compliance with a variety of national and local laws including multiple tax regimes, labor laws, and employee health, safety, wages and benefits laws. We may, from time to time, be subject to litigation or administrative actions resulting from claims against us by current or former employees individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violations of labor law or other alleged conduct. We may also, from time to time, be subject to litigation resulting from claims against us by third parties, including claims of breach of non-compete and confidentiality provisions of our employees’ former employment agreements with such third parties or claims of breach by us of their intellectual property rights. Our failure to comply with applicable regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.

Further, the Company is subject to the new Indian Companies Act, 2013, which is replacing the prior Indian Companies Act, 1956, with a target date for substantial enforcement of April 1, 2014. However, the implementation of the new legislation has been slow, uneven and inconsistent. It is unclear where case law and practice will evolve, so we cannot predict the costs of compliance, or impact or burden on our resources. In addition, many of the provisions of the previous Companies Act, 1956 also continue to be applicable and both legislations are concurrently in operation until the Companies Act, 2013 is completely effective and enforced. On many of the provisions, clarifications are awaited from the Ministry of Corporate Affairs, which will distribute circulars effecting modification in rules or notifications or changes in the Companies Act, 2013.

Risks Related to the ADSs

Sales of our equity shares may adversely affect the prices of our equity shares and ADSs.

Sales of substantial amounts of our equity shares in the public market, including sales by insiders, or the perception that such sales may occur, could adversely affect the prevailing market price of our equity shares or our ADSs or our ability to raise capital through an offering of our securities. In the future, we may also sponsor the sale of shares currently held by some of our shareholders, or issue new shares. We can make no prediction as to the timing of any such sales or the effect, if any, that future sales of our equity shares, or the availability of our equity shares for future sale, will have on the market price of our equity shares or ADSs prevailing from time to time.

Our stock price continues to be volatile.

Our stock price is affected by factors outside of our control. Such volatility could negatively impact the perceived value and stability or our ADSs. Further, the Indian stock exchanges have, in the past, experienced substantial fluctuations in the prices of their listed securities. The Indian stock exchanges on which our equity shares are listed, including the BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), have experienced problems that, if they continue or recur, could affect the market price and liquidity of the securities of Indian companies, including our shares. These problems in the past included temporary exchange closures, broker defaults, settlement delays and strikes by brokers. In addition, the governing bodies of the Indian stock exchanges have from time to time imposed restrictions on trading in certain securities, limitations on price movements and margin requirements. Furthermore, from time to time disputes have occurred between listed companies and stock exchanges and other regulatory bodies, which in some cases may have had a negative effect on market sentiment.

Also, regulation and monitoring of the Indian securities markets and the activities of investors, brokers and other participants, may differ than in the U.S. SEBI has prescribed regulations and guidelines in relation to disclosure requirements, insider dealing and other matters relevant to the Indian securities market. There may, however, be less publicly available information about Indian companies than is regularly made available by public companies in the U.S.

The price of our ADSs and the U.S. dollar value of any dividends we declare may be negatively affected by fluctuations in the U.S. dollar to Indian rupee exchange rate.

Our ADSs trade on the New York Stock Exchange (“NYSE”) in U.S. dollars. Since the equity shares underlying the ADSs are listed in India on the BSE and the NSE and trade in Indian rupees, the value of the ADSs may be affected by exchange rate fluctuations between the U.S. dollar and the Indian rupee. In addition, dividends declared, if any, are denominated in Indian rupees, and therefore the value of the dividends received by the holders of ADSs in U.S. dollars will be affected by exchange rate fluctuations. If the Indian rupee depreciates against the U.S. dollar, the price at which our ADSs trade and the value of the U.S. dollar equivalent of any dividend will decrease accordingly.

Indian law imposes foreign investment restrictions that limit a holder’s ability to convert equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.

Under certain circumstances, the Reserve Bank of India must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The Reserve Bank of India has given general permission to effect sales of existing shares or convertible debentures of an Indian company by a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally, except under certain limited circumstances, if an investor seeks to convert the rupee proceeds from a sale of equity shares in India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain additional approval from the Reserve Bank of India for each transaction. Required approval from the Reserve Bank of India or any other government agency may not be obtained on terms which are favorable to a non-resident investor or may not be obtained at all.

Investors who exchange ADSs for the underlying equity shares and are not holders of record will be required to declare to us details of the holder of record, and the holder of record will be required to disclose the details of the beneficial owner. Any investor who fails to comply with this requirement may be liable for a fine of up to Rs. 1,000 for each day such failure continues. Such restrictions on foreign ownership of the underlying equity shares may cause our ADSs to trade at a premium or discount to the equity shares.

Our ADSs have historically traded at a significant premium to the trading prices of our underlying equity shares on Indian stock exchanges, but may not continue to do so in the future.

Historically, our ADSs have traded at a premium to the trading prices of our underlying equity shares on Indian stock exchanges due to the relatively small portion of our market capitalization represented by ADSs, restrictions imposed by Indian law on the conversion of equity shares into ADSs, and the potential preference of some investors to trade securities listed on U.S. exchanges. The completion of any additional secondary ADS offering will increase the number of our outstanding ADSs. Further, the restrictions on the issuance of ADSs imposed by Indian law may be relaxed in the future. Over a period of time, investor preferences may also change. Therefore, the historical premium of our ADSs as compared to the trading prices of our underlying equity shares on Indian stock exchanges may be reduced or eliminated.

Negative media coverage and public scrutiny may adversely affect the prices of our equity shares and ADSs.

Media coverage, including social media coverage such as blogs, of our business practices, employees, policies and actions has increased dramatically over the past several years. Any negative media coverage, regardless of the accuracy of such reporting, may have an initial adverse impact on our reputation and investor confidence, resulting in a decline in the share price of our equity shares and our ADSs.

Holders of ADSs are subject to the Securities and Exchange Board of India’s Takeover Code with respect to their acquisitions of ADSs or the underlying equity shares, and this may impose requirements on such holders with respect to disclosure and offers to purchase additional ADSs or equity shares.

The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (the “Takeover Code”) is applicable to publicly listed Indian companies such as Wipro and to any person acquiring our equity shares or voting rights in our company, including ADSs.

Under the Takeover Code, persons who acquire 5% or more of the shares of a company are required, within two working days of such acquisition, to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed.

Additionally, holders of 5% or more of the shares or voting rights of a company who acquire or dispose of shares representing 2% or more of the shares or voting rights of the company must disclose, within two working days of such transaction their revised shareholding to the company and to the stock exchanges on which the shares of the company are listed. This disclosure is required even if the transaction is a sale which results in the holder’s ownership falling below 5%. The Takeover Code may also impose conditions that discourage a potential acquirer, which could prevent an acquisition of our company in a transaction that could be beneficial for our equity holders.

An investor in our ADSs may not be able to exercise preemptive rights for additional shares and may thereby suffer dilution of his or her equity interest in us.

Under the Indian Companies Act, 2013, a company incorporated in India must offer its holders of equity shares preemptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless such preemptive rights have been waived by three-fourths of the shares voting on the resolution to waive such rights. Holders of ADSs may be unable to exercise preemptive rights for the equity shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to prepare and file such a registration statement, and our decision to do so will depend on the costs and potential liabilities associated with any such registration statement, as well as the perceived benefits of enabling the holders of ADSs to exercise their preemptive rights, and any other factors we consider appropriate at the time. No assurance can be given that we would file a registration statement under these circumstances. If we issue any such securities in the future, such securities may be issued to the Depositary, which may sell such securities for the benefit of the holders of the ADSs. There can be no assurance as to the value, if any, the Depositary would receive upon the sale of such securities. To the extent that holders of ADSs are unable to exercise preemptive rights granted in respect of the equity shares represented by their ADSs, their proportional interests in the Company would be reduced.

ADS holders may be restricted in their ability to exercise voting rights.

At our request, the Depositary will mail to you any notice of shareholders’ meeting received from us along with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary receives voting instructions from you prior to such shareholders’ meeting, relating to matters that have been forwarded to you, it will endeavor to vote the securities represented by your ADSs in accordance with such voting instructions. However, the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure that you will receive voting materials in time to enable you to return voting instructions to the Depositary in a timely manner. Securities for which no voting instructions have been received will not be voted. There may be other communications, notices or offerings that we only make to holders of our equity shares, which will not be forwarded to holders of ADSs. Accordingly, you may not be able to participate in all offerings, transactions or votes that are made available to holders of our equity shares.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequence to U.S. holders.

Based on the current price of our ADSs and the composition of our income and assets, we do not believe that we are a Passive Foreign Investment Company (“PFIC”), for U.S. federal income tax purposes for our current taxable year ended March 31, 2014. However, a separate determination must be made after the close of each taxable year as to whether we are a PFIC. We cannot assure you that we will not be a PFIC for any future taxable year. If we were treated as a PFIC for any taxable year during which a U.S. holder held an equity share or an ADS, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. See “Taxation – Material U.S. Federal Tax Consequences – Passive Foreign Investment Company.”

Item 4. Information on the Company

History and Development of the Company

Wipro Limited was incorporated on December 29, 1945, as Western India Vegetable Products Limited under the Indian Companies Act, VII of 1913, which is now superseded by the Companies Act, 2013 (“Companies Act”). We are a public limited company deemed to be registered under the Companies Act and are registered with the Registrar of Companies, Karnataka, Bangalore, India as Company No. 20800. In October 2000, we raised gross aggregate proceeds of approximately US$131 million in our initial U.S. public offering of our American Depositary Shares (“ADSs”) on the New York Stock Exchange. Our registered office is located at Doddakannelli, Sarjapur Road, Bangalore 560 035, and the telephone number of our registered office is +91-80-2844-0011. The name and address of our registered agent in the United States is CT Corporation System, located at 111 8^th Avenue, 13^th Floor, New York, New York 10011-5252.

We began business as a vegetable oil manufacturer in 1945 in Amalner, Maharashtra, India and later expanded into manufacturing soaps and other consumer care products. During the late 1970s and early 1980s, we further expanded into the IT industry in India. We began selling personal computers in India in 1985. In the 1990s, we leveraged our hardware expertise and also began offering our clients software services. We are one of the pioneers of the Global Delivery Model. Our headquarters are in Bangalore, India and we have operations in North America, Europe, Africa, Latin America and Asia.

In March 2013, we completed the demerger of our non-IT business segments, as discussed further below under the section entitled “The Demerger of the Diversified Business.” Our business now comprises our IT Services businesses and IT Products business segments. For the fiscal year ended March 31, 2014, the IT Services businesses generated 91.1% of revenue and 99.7% of operating income. For the same period IT Products generated 8.9% of revenue and 0.3% of our operating income. In the first quarter of fiscal 2014, we reorganized our IT Services business into six segments along industry lines. We believe this organization is consistent with practices in our industry and enhances the comparability of our performance with our competitors. For the fiscal year ended March 31, 2014, our operating income was generated among these segments as follows: 26.7% was generated by our Banking, Financial Services and Insurance (“BFSI”) segment, 8.5% was generated by our Healthcare and Life Sciences (“HLS”) segment, 14.4% was generated by our Retail, Consumer Goods, Transport and Government (“RCTG”) segment, 19.3% was generated by our Energy, Natural Resources and Utilities (“ENU”) segment, 19.2% was generated by our Manufacturing and High-Tech (“MFG”) segment, 12.8% was generated by our Global Media and Telecom (“GMT”) segment, and (0.9)% was unallocated.

We had total capital expenditures of Rs. 12,977 million, Rs. 10,616 million and Rs. 8,913 million during the fiscal years ended March 31, 2012, 2013 and 2014, respectively. These capital expenditures were primarily incurred on new software development facilities in India for our IT Services and IT Products businesses. As of March 31, 2014, we had contractual commitments of Rs. 778 million ($13 million) related to capital expenditures on construction or expansion of software development facilities. We currently intend to finance our planned construction and expansion entirely through our operating cash flows and through cash and investments as of March 31, 2014.

Acquisitions

In the last three fiscal years, we have made several acquisitions, including the acquisition of the global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation (“SAIC”) in April 2011 and Opus CMC, a leading US-based provider of mortgage due diligence and risk management services in January 2014. Please see Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding our acquisitions. There has not been any indication of any public takeover offers by third parties in respect of the Company’s shares or by the Company in respect of other companies’ shares during the last and current fiscal years.

The Demerger of the Diversified Business

Effective as of March 31, 2013, the consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”) were demerged (the “Demerger”) into Wipro Enterprises Limited, a company incorporated under the laws of India. The Demerger was effected pursuant to a scheme of arrangement approved by the High Court of Karnataka, Bangalore. Following the effective date, the Diversified Business is classified and presented in the Consolidated Financial Statements as discontinued operations. Please see Note 4 of the Notes to Consolidated Financial Statements for additional information regarding the treatment of discontinued operations and the Demerger.

Industry Overview

IT Services

Enterprises are increasingly outsourcing their technology and IT services requirements to global IT services providers who can deliver high quality service on a global scale and at competitive costs. Spending on global IT sourcing in 2013 grew by over 8% over 2012, nearly twice as fast as global technology spending, according to the National Association of Software and Service Companies (NASSCOM) Strategic Review Report 2014 (“NASSCOM Report”). Global IT service providers offer a range of end to end software development, IT business solutions, research and development services, business process outsourcing (BPO), consulting and related support functions.

Over the past two decades, India has risen to become the leading destination for global IT services sourcing, BPO and research and development services. Global IT services providers, based in India, have a proven track record for providing business and technology solutions, offering a large, high quality and English-speaking talent pool and a friendly regulatory environment. These factors have facilitated India’s emergence as a global sourcing hub. The following are key factors contributing to the growth of India-based IT services providers:

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Global IT sourcing from India offers significant cost advantages as well as productivity gains due to access to highly skilled and competent talent at lower wage costs. According to the NASSCOM Report, India-based IT services providers have been able to maintain their cost competitiveness by deploying various control strategies including delivery networks in Tier II/III cities, offsetting wage inflation with operational gains and productivity measures.

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India has a large, highly skilled and English-speaking talent pool. According to the NASSCOM Report, the IT business process management industry in India employed nearly 3.1 million software professionals as of March 31, 2014, making it one of the largest employers in the global IT services industry

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Business favorable policy decisions of the Government of India have played an instrumental role in the development of robust IT and BPO sectors in the country. The Software Technology Park (“STP”) Scheme and the Special Economic Zone Act also played a critical role in the emergence and development of the IT and BPO industries by providing incentives in the form of tax holidays.

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The IT industry in India has been the primary beneficiary of the rapid transformation of the telecom sector as deregulation has resulted in a rapid decline of the cost of international connectivity and improvement in service level quality.

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India-based IT companies have proven their ability to deliver premium IT and BPO services that satisfy the requirements of international clients who adhere to exacting quality standards.

According to the NASSCOM report, revenues for fiscal year 2014 for the IT-BPM industry based in India is estimated to be US$118 billion and it is growing by 8.8% over fiscal year 2013. According to the NASSCOM Report, IT export revenues from India, excluding hardware, are expected to grow at a year-over-year rate of 13% in 2014. This growth is expected to be driven by all customer segments, but particularly across government, enterprise consumers and small and medium businesses. While exports remain the focus area for the IT industry in India, the IT services market in India represents approximately 27% of the total business of India-based IT services industry and is also expected to be a key growth driver. According to the NASSCOM Report, the domestic Indian IT-BPM market is expected to grow by 9.7% in 2014.

IT Products

While our focus is on being a strategic provider of IT services and the system integrator of choice, we also provide IT products as a complement to our IT services offerings. In the India and Middle East markets, we are a leading provider of system integration services where we provide a full suite of services such as hardware solutions, software licenses and services. To fulfill system integration projects, we sell IT hardware and software licenses. The hardware products and software licenses sold are classified under the IT Product segment.

According to the NASSCOM Report, the hardware segment of the IT-BPM market in India is estimated to be $13 billion in fiscal year 2014 or 40% of the India IT-BPM industry. The key components of the hardware industry are servers, desktop, notebook and tablet computers, storage devices, peripherals, printers and networking equipment. Recent trends indicate a rising demand for tablet computers and weakening demand for desktop computers. Demand for storage equipment and IT security products has increased as more data is generated and stored.

Increased use of computing devices in education and consistent demand from enterprises are key factors driving the continued growth of this market. Additionally, the Government of India is promoting initiatives to provide low cost, affordable computing devices, which is expected to also fuel growth. Increased adoption of virtualization and cloud computing technologies, large-scale digitization and the increased importance of big data and analytics have also contributed to growth in the server and storage markets. Demand for networking equipment is increasing as businesses invest in expanding and upgrading their infrastructure and as market penetration of mobile devices, teleconferencing and voice over internet protocol (“VOIP”) increases.

Business Overview

We are one of the leading global IT services providers. We combine the business knowledge and industry expertise of our domain specialists and the technical knowledge and implementation skills of our delivery team in our development centers located around the world, including in India, the U.S., Romania, and China. We develop and integrate solutions that enable our clients to leverage IT in achieving their business objectives at competitive costs. We use our quality processes and global talent pool to deliver time to development advantages, cost savings and productivity improvements.

Our IT Services businesses provide a range of IT and IT-enabled services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, BPO services, research and development and hardware and software design to leading enterprises worldwide. Our objective is to be a world leader in providing a comprehensive range of IT services to our clients. The markets we serve are undergoing rapid change due to the pace of developments in technology, changes in business models and changes in the sourcing strategies of clients. On the technology front, cloud-based offerings have changed the demand for IT services. Pressures on cost-competitiveness and an uncertain economic environment are causing clients to develop newer business models. Development of advanced technologies such as mobile applications and the emergence of social media are shifting the point of decision-making on IT sourcing within clients’ organization. We believe that these trends provide us with significant growth opportunities.

Our IT Products business segment provides a range of third-party IT products, which allows us to provide comprehensive IT system integration services. These products include computing, storage, networking, security and software products, including databases and operating systems. We have a diverse range of clients, primarily in the India and Middle East markets from small and medium enterprises (“SMEs”) to large enterprises in all major industries. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to fill existing orders and honor our warranty and service obligations. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals.

Our Competitive Strengths

We believe that the following are our principal competitive strengths:

Comprehensive range of IT Services

We provide a comprehensive and integrated suite of IT solutions, including applications, infrastructure engineering, cloud and mobility services, BPO services, analytics and consulting. We have more than two decades of experience in product engineering, software development, re-engineering and maintenance, and provide managed IT support services to clients through our offshore development centers in India, several near-shore development centers located in regions closer to our clients’ offices and onsite at client premises. We believe that this integrated approach positions us to take advantage of key growth areas in enterprise solutions, including IT services data warehousing, implementation of enterprise package application software such as enterprise resource planning (“ERP”), supply chain management (“SCM”) and customer relationship management (“CRM”). In many large outsourcing deals, BPO services are an integral part of the total services outsourced. Our ability to provide an integrated service offering combining BPO services, application services and infrastructure services has proven to be a strong competitive advantage over other IT services providers.

Broad range of research and development services

Due to our strengths in research and development services, we are well positioned to benefit from the continuing increase in global research and development spending. We are one of the few major IT services companies in the world capable of providing an entire range of research and development services from concept to product realization. We are one of the largest independent third-party research and development service providers in the world, with over three decades of experience in electronic product design and design services. We have been rated number one in engineering and research and development services by Zinnov for the last four

successive years. According to the NASSCOM Report, software products, engineering, and research and design services produced in India are estimated at US$18 billion in fiscal 2014. We provide IT services for designing, enhancing and maintaining platform technologies including servers and operating systems, communication subsystems, local area and wide area network protocols, optical networking systems, Internet protocol based switches, routers and embedded software. We also provide research, development and design services for software used in mobile phones, home or office appliances, medical devices, industrial automation and automobiles.

Global Delivery Model

One of our strengths is our Global Delivery Model, which allows us to provide services using a professional team located worldwide, from both our global development centers and our near-shore development centers. We were among the first India-based IT services companies to implement the global development model as a method for delivering high quality services at a relatively low cost to international clients. We have multiple near-shore development centers in Atlanta in the U.S.; Mexico City and Monterrey in Mexico; Buenos Aires in Argentina; Renne and Paris in France; Nuremburg, Munich and Meerbusch in Germany; Hoofddorp and Eindhoven in Holland; Shannon in Ireland; Maia in Portugal; Bucharest and Timisoara in Romania; Warsaw in Poland; Lustenau in Austria; Budapest in Hungary; Helsinki in Finland; Stockholm in Sweden; Jakarta in Indonesia; Singapore; Kuala Lumpur in Malaysia; Cebu and Manila in the Philippines; Yokohama and Okinawa in Japan; Shanghai and Chengdu in China; Johannesberg in South Africa; Melbourne, Sydney and Adelaide in Australia, and multiple centers in the United Kingdom.

Our Global Delivery Model allows us to utilize the best talent available, wherever it is located, to achieve the best financial and delivery results possible. Our Global Delivery Model provides our customers with the following key benefits:

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24 hour capabilities across multiple time zones;

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highly skilled technology professionals;

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cost competitiveness across geographic regions;

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uninterrupted service delivery through multi-location redundancy; and

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an integrated workflow based system with reusable tools and knowledge management.

Through our globally connected delivery centers and depth of capabilities, we have accelerated the speed to market of our solutions.

Ability to access, attract and retain skilled IT professionals

We have near-shore development centers in the US and Europe which help us in attracting and retaining local talent in these geographies. We have been hiring MBA and engineering graduates from major universities in the US and Europe which is helping us to expand our local footprint in these geographies. We partner with a leading university in India to provide a program for on-the-job training and a Master’s degree in software engineering. As of March 31, 2014, we employed over 130,000 employees in our IT Services business.

We believe that our ability to retain highly skilled personnel is enhanced by our leadership position in the industry, ability to offer opportunities to work with leading edge technologies and our focus on training and compensation. We offer learning opportunities to our personnel aimed at developing and refining their professional skills. We offer a breadth of learning programs in technical, domain and leadership space. We also have partnerships with premier institutions across the globe to offer higher education and certification programs. In addition, we offer the Integrated Talent Management System, a learning platform which offers resources anytime, anywhere. Our innovative variable and performance linked compensation programs are important in attracting and retaining qualified personnel. We also grant Restricted Stock Unit (RSU) to employees in managerial and senior managerial levels.

Strong brand recognition

Wipro is a leading global IT services provider, with over 130,000 employees serving over 980 clients in over 175 cities across 6 continents. Today, the Wipro brand is recognized globally for its comprehensive portfolio of services, a practitioner’s approach to delivering innovation and an organization-wide commitment to sustainability.

In 2014, we were recognized as one of the most ethical companies by Ethisphere Institute for the third year in a row, and were listed in the Dow Jones Sustainability Index, for the fourth year in a row. We enhance the value of our brand through aggressive digital marketing campaigns, participation in global events in the space of future technologies, showcasing our technology prowess through our Technovation Centre, maintaining Thought Leadership through publications, forging relationships with Global Alliances partners and establishing close engagement with industry analysts and leaders.

Our Business Strategy

Our goal is to drive sustainable and profitable growth in all of our business segments by executing the following key strategies:

Continuously improve service and delivery efficiencies

We seek to maintain agility and increased efficiencies in our organization by continuously improving the manner in which we develop and deliver our IT services. We develop preconfigured solutions, standardized delivery tools and technology-enabled delivery processes to increase the speed and efficiency of our IT services and provide our clients with faster, more accessible and

more cost effective IT solutions. For example, our cloud and hosted service offerings provide clients with standardized and automated solutions that allow them to collect, process and analyze information quickly and without the need for extensive consultation and configuration. Where specialized solutions are required, we believe that our experienced and highly trained personnel can identify problems, develop solutions and deliver those solutions in a more efficient and cost effective manner. By deploying experienced and highly trained personnel across our service and product delivery offerings, we intend to further increase our effectiveness and efficiency.

Focus on broad range of services in key industry verticals and develop deep industry knowledge

We continue to build specialized industry expertise in key verticals and offer a broad range of IT services in each of these key verticals. We have invested and continue to invest significant resources in understanding and prioritizing verticals such as banking, financial services and insurance, manufacturing, media and telecom, retail and consumer product goods, energy and natural resources and healthcare and life sciences. Within these verticals, we invest in developing deep industry knowledge, understanding the information and technology needs of major industry leaders and leveraging available technologies to deliver effective solutions and products to our clients and potential clients. We also seek to meet all of the IT services needs of clients in these verticals with a broad range of specialized service offerings that are designed to address the industry specific issues and needs of our clients. Starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure by industry to reflect our focus on key verticals.

Aggressively build awareness of the Wipro brand name

We continue to aggressively build awareness of the Wipro brand name among clients and consumers. We believe we can retain and strengthen the international reputation of our brand by ensuring that our brand name is associated with our position as a market leader committed to high quality services. To achieve this objective, we intend to expand our marketing efforts with advertising campaigns and promotional efforts targeted to specific markets. As an IT services business, we seek to position ourselves as a strategic solutions provider that has the resources and capabilities to provide a comprehensive range of IT services.

Pursue differentiation and leadership through our people

We believe that our employees are the backbone of our organization and a key differentiator in the global market for IT services and IT products. We are committed to recruiting and training highly skilled employees, service providers and leaders. Our aim is to build a best in class global leadership team and provide our employees with attractive opportunities for career enhancement and growth. We continue to design and implement processes and programs to foster people development, leadership development and skill enhancements among our global team. It is our aim to be a diverse global company that not only serves clients but also empowers our employees worldwide to increase their expertise beyond their industry peers.

Pursue selective acquisitions

Acquisitions are an important part of our corporate strategy. We believe our acquisition program has the potential to further our strategic objectives, strengthen our competitive position, enhance our domain expertise and contribute to the growth and success of our company. In pursuing acquisitions, we focus on opportunities where we can further develop our domain expertise, specific skill sets and our Global Delivery Model to maximize service and product enhancements and higher margins. We also use our acquisition program to increase our presence in select geographies and pursue select business opportunities. For example, we significantly increased our footprint in the United States with the acquisition of Infocrossing, Inc., a then U.S. publicly listed company, in August 2007. In April 2011, we established ourselves in the energy, natural resources and utilities industry by acquiring the global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation (“SAIC”). In January 2014, we acquired Opus CMC, a leading US-based provider of mortgage due diligence and risk management services. The acquisition will strengthen Wipro’s mortgage solutions and outsourcing business and complement its existing offerings in mortgage origination, servicing and secondary market.

Business Segment Overview

Following the Demerger, the Company’s remaining two business segments are IT Services and IT Products. Starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure to align ourselves with industry trends. The six IT services business segments are:

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Banking, Financial Services and Insurance (“BFSI”)

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Healthcare and Life Sciences (“HLS”)

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Retail, Consumer Goods, Transport and Government (“RCTG”)

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Energy, Natural Resources and Utilities (“ENU”)

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Manufacturing and High-Tech (“MFG”)

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Global Media and Telecom (“GMT”)

These six IT services business segments and our IT Products segment comprise our reporting segments for financial reporting purposes. We believe this segment reporting structure is in line with industry trends and will streamline our organizational structure. Please see “IT Services Business Segments” below and Note 31 of the Notes to Consolidated Financial Statements for additional information regarding our segments.

IT Services Overview

We are a leading provider of IT services to enterprises across the globe. We provide a range of IT and IT-enabled services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, BPO services, cloud, mobility and analytics services, research and development and hardware and software design. We offer these services globally through a team of over 130,000 IT professionals using our Global Delivery Model.

IT Services Offerings

Our service offerings in each of these strategic business units are aligned with the technology needs of our customers, which include applications, infrastructure, engineering, cloud and mobility services, business processes, analytics and consulting. Our key service offerings are outlined below:

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Business Application Services: Our Business Application Services offer integrated business solutions that span the application and technology landscape, from enterprise applications and digital transformation to security and testing. We help drive business innovation by integrating next generation technology into the enterprise IT landscape. Our solutions streamline business processes, maximize and extend the value of package applications, and offer secure IT operations. We aggregate cutting-edge applications to drive collaboration and e-commerce with customers.

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Enterprise Application Services: Our Enterprise Application Services assist our customers’ transformation initiatives through Enterprise Resource Planning, Financial Management, Human Capital Management, Supply Chain Management, Customer Relationship Management and Application Management Services. We have strategic partnerships with many major ERP vendors which enable us to provide tailored recommendations for the specific needs of our clients.

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Business Collaboration and Customer Experience: We provide digital solutions that enhance client loyalty, drive business sales and increase clients workforce effectiveness. Our business collaboration and client experience solutions facilitate collaboration and e-commerce between clients and their partners, suppliers, distributors and internally among our clients’ employees.

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Enterprise Architecture: Our Enterprise Architecture Services assist clients in establishing the structure, processes and tools for improvements in technology governance and the metrics they need to measure the alignment of their IT landscape with their business goals.

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Enterprise Integration: Our business integration solutions integrate a client’s social, mobile, real-time analytics and cloud applications. We also increase client business responsiveness through IT agility, IT spend optimization, and regulatory compliance.

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Enterprise Security Solutions: We offer end-to-end integrated enterprise security solutions and are among the top global firms offering comprehensive IT security services. Our solutions enhance performance of information security and enable compliance programs to adapt with agility to constantly evolving business and IT risks.

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Testing Services: Our Testing Services are focused on deployment readiness of applications and products by delivering functional assurance, better quality and enhanced performance in addition to greater cost savings and faster time to market. We provide risk-based testing, cloud testing, Level IV and V, and business assurance.

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Global Infrastructure Services: Our Global Infrastructure Services (“GIS”) enables clients to deploy technology solutions across the globe on an integrated basis. Some of our key industry specific service offerings include Wireless Place, Shoptalk™, and Bank in a Box, while our traditional offerings include data center management, cloud services, managed network, managed security, end user computing and business advisory services.

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Product Engineering Services and Research and Development Services: We provide comprehensive research and development services, including product engineering across most industries and product types. For example, solutions frameworks like Digital TV middleware stacks, tele-health gateway and automotive connectivity as well as end-to-end product lifecycle services like collaborative design and manufacturing and sustenance.

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Advanced Technologies Group (“ATG”) and Analytics & Information Management (“A&IM”)

Advanced Technologies (“ATG”): Our Advanced Technologies services are focused on cloud, mobility, analytics, social and smart sensor technologies. We provide offerings such as:

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integrated cloud services, including review and analysis for cloud amenability, cloud-based IT infrastructure and application transformation, as well as assurance, monitoring and management for cloud services. We also leverage our public SaaS (Software-as-a-Service), in partnerships with industry leaders such as Salesforce.com, Workday, and NetSuite;

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mobility solutions including mobile strategy consulting, mobile user interface design services, mobile application development and testing as well as mobile security and device management;

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high performance technologies including highly scalable platforms for high speed computing and big data applications; and

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analytics-as-a-service and information-as-a-service including assisting clients with developing a comprehensive analytics and cloud strategy utilizing information-as-a-service and analytics solutions.

Analytics and Information Management (“A&IM”): Our A&IM solutions enable customers to derive actionable business insights from data to drive growth, enhance cost management and strengthen risk management. We work with customers to develop end-to-end analytics and information strategy leveraging our process assets and solutions based on analytics, business intelligence, enterprise performance management, and information management.

Some of our key A&IM services include:

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consulting services, such as business strategy, architecture, change management;

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performance management and optimization;

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predictive analytics, statistical modeling and data mining, machine learning, big data solutions, next generation business information, including mobile business information, advanced visualization and in memory computing;

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information management, such as strategy, architecture, governance, enterprise data warehouse, business data quality, master data management, data privacy, lifecycle management and information integration;

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system integration solutions including hardware, infrastructure, and application; and

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managed services.

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Business Process Outsourcing (“BPO”): Our BPO services enable clients to improve the quality of their processes, reduce costs and create economies of scale. We offer customized service offerings that translate into flexible and cost effective services of the highest quality for our customers. We are uniquely positioned to service customer requirements by leveraging our quality and innovation, talented employees, self-sustaining process framework and domain knowledge. In many large outsourcing deals, BPO services are an integral part of the total services outsourced. Integrating BPO services into our portfolio of service offerings has provided us with a strong competitive advantage over other stand-alone IT services providers.

Our BPO service offerings include:

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customer interaction services, such as IT-enabled customer services, marketing services, technical support services and IT helpdesks;

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finance and accounting services, such as accounts payable and accounts receivable processing;

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process improvement services that provide benefits of scale for repetitive processes like claims processing, mortgage processing and document management;

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knowledge process outsourcing services which involve high-end knowledge work on intellectual property, equity and finance, analytics, market research and data management; and

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process transformational offerings, such as automated chats and e-mails, speech analytics and interactive voice response based voice solutions.

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Consulting: Wipro Consulting Services (“WCS”) helps companies solve today’s business issues while thinking ahead to future challenges and opportunities. We help organizations enhance business effectiveness through operational excellence, derive value through technology-enabled transformation and face tomorrow’s challenges. WCS offers these business-focused, function-driven and technology-enabled transformations by drawing on industry best practices, our deep industry expertise and our Global Delivery Model. WCS delivers solutions that are measurable, implementable and customized to client’s requirements.

WCS reorganized its market offering into six industry leading consulting practices: Finance and Accounting Governance, Risk and Compliance, Human Resources and Business Change Management, Industry Services, Process Excellence and Value Chain Management. Our consultants are based across North America, Western Europe, India, the Middle East, Africa and the Asia Pacific. As a business unit within Wipro, we are able to offer end-to-end 360 degree services, from strategy to design to implementation, combining the benefits of proximity and global leverage.

IT Services Clients

We provide IT software solutions to clients from a broad array of industry sectors. Several of our clients purchase our services across multiple service offerings. We seek to increase business with our existing clients by expanding the type and range of services we can provide to them. The table below sets forth the number of our client project engagements as measured by revenues.


	Number of clients in
Per client revenue(US$)	Year ended March 31, 2012		Year ended March 31, 2013		Year ended March 31, 2014
1-3 million		183		199		223
3-5 million		84		78		58
>5 million		208		213		220

Total > 1 million		475		490		501

The largest client of our IT Services businesses accounted for 4%, 3% and 4% of revenues from the IT Services businesses as a whole for the years ended March 31, 2012, 2013 and 2014. The five largest clients of our IT Services businesses accounted for 11%, 13% and 14% of our total IT Services revenues for the years ended March 31, 2012, 2013 and 2014, respectively.

IT Services Sales and Marketing

We sell and market our IT services through our direct sales force. Our sales operations are global so we can satisfy the requirements of global enterprises. Our sales efforts are complemented by our marketing team, which assists in brand building and other corporate and field-level marketing efforts.

Sales: We believe that the customer always comes first. We believe we can achieve higher levels of client sales and client satisfaction by structuring ourselves based on the following key elements:

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Client Relationship: We have designated global client partners that have primary responsibility for the client relationship, providing single-person accountability and single-person sales responsibility.

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Industry Focus: Our sales teams are dedicated to a specific industry segment and often have significant experience and training in their industry.

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Proactive Solutions: We have a consulting-led approach to sales where our sales teams provide proactive solutions to prospective clients rather than only offer our software services capabilities.

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Geographic Focus: Our sales teams are dedicated to a specific country or region to increase our knowledge of the local business culture, anticipate prospective and existing client needs and increase our market penetration.

Marketing: Our marketing organization complements our sales teams by:

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Building on our brand as a global leader in consulting and IT services;

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Positioning our brand with clients as a thought leader and a solution provider that utilizes innovative techniques to solve difficult as well as day-to-day problems; and

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Participating in industry events which drive sales by showcasing our services, products and strategic alliances.

IT Services Competition

The market for IT services is highly competitive and rapidly changing. Our competitors in this market include consulting firms, big four accounting firms, and global IT services companies such as Accenture, IBM Global Services, Cognizant Technology Solutions Corporation, Tata Consultancy Services and Infosys Limited.

These competitors are located internationally as well as in India. We expect that competition will further increase and will potentially include companies from other countries that have lower personnel costs than in India. A significant part of our competitive advantage has historically been a wage cost advantage relative to companies in the United States and Europe. Since wage costs in India are presently increasing at a faster rate than those in the United States, our ability to compete effectively will increasingly become dependent on our ability to provide high quality, on-time and complex deliverables that depend on our technical expertise. We also believe that our ability to compete will depend on a number of factors not within our control, including:

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the ability of our competitors to attract, retain and motivate highly skilled IT services professionals;

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the extent to which our international competitors expand their operations in India and benefit from the favorable wage differential;

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the price at which our competitors offer their services; and

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the extent to which our competitors can respond to a client’s needs.

We believe we compete favorably with respect to each of these factors and distinguish ourselves through consistently providing quality leadership, our ability to create client loyalty and our expertise in select targeted markets.

IT Services Business Segments

Our IT Services business is organized into six strategic business segments:

•

Banking, Financial Services and Insurance (“BFSI”): BFSI is our biggest business unit in terms of revenue and includes clients in the banking, insurance and securities and capital market industries. Our banking practice has partnered with many of the world’s leading banks, including four of the top five banks worldwide and leading banks in the Asia Pacific region. Our insurance practice has been instrumental in delivering success for our Fortune 100 insurance clients through our solutions accelerators, intellectual property, end-to-end consulting services and flexible global delivery models. We have partnered with leading investment banks and stock exchanges worldwide, providing state-of-the-art technology solutions, to address business priorities including operational efficiency, cost optimization, revenue enhancement and regulatory compliance.

•

Manufacturing and High-Tech (“MFG”): Wipro provides IT Services across the entire manufacturing ecosystem. We offer a range of solutions across various domains in the discrete and process manufacturing and hi-tech industries. We provide strategic business and technology solutions and advise customers on business process optimization and engineering such as Supply Chain Management (“SCM”), Product Lifecycle Management (“PLM”) and Manufacturing Enterprise Solutions (“MES”). We help our clients design intelligent customer experiences, implement intuitive man-to-machine interactions, gain customer and industry insights using cloud, mobility and analytics, drive innovation using mobile devices and create autonomic customer-facing services.

•

Global Media and Telecom (“GMT”): For the past two decades, we have offered services across the entire telecommunications and media value chain, serving equipment vendors, device vendors, service providers and content providers. We assist clients in dealing with the business changes arising from disruptions caused by new technologies, new enterprise and consumer services and shifting regulations.

•

Retail, Consumer Goods, Transportation and Government (“RCTG”): We offer an integrated environment that allows organizations to model, optimize, forecast, budget, execute, manage and measure product and customer performance across the globe. We provide strong customer-centric insight and project execution skills across retail, consumer goods, government and transportation industries. Our domain specialists work with customers to maximize value through technology investments.

•

Energy, Natural Resources and Utilities (“ENU”): Our ENU business unit is strongly positioned to meet the evolving needs of clients in the oil and gas, utilities, mining, and engineering and construction industries globally. Our energy practice has helped clients, primarily in the oil and gas sectors, address complexity through solutions which can effectively collect data from oil wells to retail outlets, integrate different parts of the value chain to increase transparency and provide tools and solutions to effectively analyze data. We are a strategic partner for many of the world’s major oil and utility companies. We have also commenced engagements with some of the world’s largest mining companies. We help large utility firms manage assets, reduce operational costs and enhance revenue by improving customer satisfaction. We have leveraged our experience in oil and gas and utilities to provide comprehensive solutions to the mining and engineering and construction industries. We have expertise in domains such as consulting, program management, solution architecting and packaged delivery capability. We can assist our clients improve customer satisfaction, increase efficiency of service delivery and asset management, introduce smart solutions, and discover and integrate newer sources of energy. We are also helping our clients digitize and automate operations, create collaborative work environments, reduce the cost of exploration and extraction, and addressing the need for sustainable practices. We are also developing compliance solutions in the areas of health, safety, and security.

•

Healthcare and Life Sciences (“HLS”): We offer a comprehensive portfolio of solutions and service offerings across payers, providers, e-health and government funded programs, bio pharmaceutical and medical devices segments. Our centralized, scalable and high quality software delivery capability coupled with our deep domain knowledge has helped us to provide innovative solutions which enable our clients to meet their business objectives of patient centricity, regulatory compliance, commercial effectiveness and revitalizing innovation. We have substantial experience in supporting global IT transformational initiatives, leading with our areas of traditional strength—Infra, BPO & Apps as well as new areas—Mobility, Analytics & Domain based solutions.

IT Products

In order to offer comprehensive IT system integration solutions we use a combination of hardware products, (including servers, computing, storage, networking, security) and related software products, (including databases and operating systems) and integration services. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to fill existing orders and honor our warranty and service obligations. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals.

Our range of third-party IT Products is comprised of Enterprise Platforms, Networking Solutions, Software Products, Data Storage, Contact Center Infrastructure, Enterprise Security, IT Optimization Technologies, Video Solutions and End-User Computing.

IT Products Customers

We provide our offerings to enterprises in all major industries, primarily in the India and Middle East markets, including government, defense, IT and IT-enabled services, telecommunications, manufacturing, utilities, education and financial services sectors. We have a diverse range of customers, none of whom individually account for more than 10% of our overall IT Products business segment revenues.

IT Products Sales and Marketing

We resell third-party enterprise products through our direct sales force. Our sales teams are distributed geographically and are organized by:

•

customer segment;

•

geography; and

•

industry segment.

We use an integrated sales team approach that allows us to deliver a complete sales and delivery experience to the customer with a single point of accountability through designated global customer partners. Our global customer partners receive support from our corporate marketing team to assist in brand building and other corporate level marketing efforts for various market segments.

IT Products Competition

The IT products market is a dynamic and highly competitive market. In the marketplace, we compete with both international and local providers. Our local competition comes from HCL, TCS, and CMC, among others. Our international competitors include IBM, Dell and HP.

One of the major challenges we encounter is margin pressure due to competitive pricing. Achieving mindshare and market share in a crowded market place requires differentiated strategies on pricing, branding, delivery and products design. We believe we are favorably positioned based on our brand, quality leadership, expertise in target markets and our ability to create customer loyalty by delivering value to our customers.

Markets and Sales Revenue

Our revenue for the last fiscal year by our new basis of segmentation is as follows:


	Year ended March 31, 2014
	(in millions)
IT Services businesses
Banking, Financial Services and Insurance (“BFSI”)	Rs.	106,035
Manufacturing and High-Tech (“MFG”)		74,423
Global Media and Telecom (“GMT”)		55,105
Retail, Consumer Goods, Transportation and Government (“RCTG”)		58,893
Energy, Natural Resources and Utilities (“ENU”)		63,923
Healthcare and Life Sciences (“HLS”)		41,130
IT Products		38,785
Reconciling items		(666	)

	Rs.	437,628

Our revenues for the last three fiscal years by our previous basis of segmentation, including our revenues for the last fiscal year, are as follows:


	Year ended March 31,
	2012		2013		2014
	(in millions)
IT Services	Rs.	284,313	Rs.	338,431	Rs.	399,509
IT Products		38,436		39,238		38,785
Consumer Care and Lighting (discontinued operation)		33,401		40,594		—
Others (discontinued operation)		18,565		14,785		—
Reconciling items		534		560		(666	)

	Rs.	375,249	Rs.	433,608	Rs.	437,628

Our revenues for the last three fiscal years by geographic areas for continuing operations are as follows:


	Year ended March 31,
	2012		2013		2014
	(in millions)
India	Rs.	47,058	Rs.	48,472	Rs.	46,235
United States		147,151		172,461		200,343
Europe		81,328		99,639		120,868
Rest of the world		46,538		56,310		70,182

	Rs.	322,075	Rs.	376,882	Rs.	437,628

Intellectual Property

Our intellectual property rights are important to our business. We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. We require employees, independent contractors and, whenever possible, vendors to enter into confidentiality agreements upon the commencement of their relationships with us. These confidentiality agreements generally provide that any confidential or proprietary information being developed by us or on our behalf be kept confidential. These agreements also provide that any confidential or proprietary information disclosed to third parties in the course of our business be kept confidential by such third parties. However, our clients usually own the intellectual property in the software we develop for them.

Our efforts to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our products and/or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information. In addition, India has now complied with all World Trade Organization (“WTO”) requirements with respect to intellectual property protection, which means that India meets the international mandatory and statutory requirements regarding the protection of intellectual property rights.

We could be subject to intellectual property infringement claims as the number of our competitors grows and our product or service offerings overlap with those of our competitors. In addition, we may become subject to such claims since we may not always be able to verify the intellectual property rights of third parties from which we license a variety of technologies. Defending against these claims, even if not meritorious, could be expensive and divert our attention from operating our company. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay substantial damage awards and be forced to develop non-infringing technology, obtain a license or cease selling the applications that contain the infringing technology. The loss of some of our existing licenses could delay the introduction of software enhancements, interactive tools and other new products and services until equivalent technology could be licensed or developed. We may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms, if at all.

As of March 31, 2014, our continuing operations held more than 500 registered trademarks including registered community trademarks in India, Japan, the United States, Malaysia and over 60 other countries. We also have 134 registered patents in various countries. We have approximately 200 patent applications and over 200 trademark applications pending for registration in various jurisdictions across the world.

Our continuing operations have more than 380 registrations completed with respect to WIPRO and the Flower logo trademarks in over 70 territories across the world (including Madrid Protocol countries) and more than 60 trademark applications pending registration in India, Vietnam, Malaysia, Singapore, Nepal, Sri Lanka and other countries. These overseas registrations also include our applications in the EU (via the Community Trade Mark).

Effect of Government Regulation on our Business

Regulation of our business by the Government of India affects our business in several ways. We benefit from certain tax incentives promulgated by the Government of India, including the export of IT services from Special Economic Zones (“SEZs”). As a result of this incentive, our operations have been subject to relatively lower Indian tax liabilities. The tax holiday for all of our Software Technology Parks and Export Oriented Units expired in fiscal year 2011. We have also benefited from the liberalization and deregulation of the Indian economy by successive Indian government administrations since 1991, including the current administration.

Indian laws also place additional restrictions on our business, including that we are generally required to obtain approval under the Factories Act and the Shops and Establishment Act, from the Reserve Bank of India and/or the Ministry of Finance of the Government of India to acquire companies organized outside India, and we are generally required, subject to some exceptions, to obtain approval from relevant government authorities in India in order to raise capital outside India or conduct other activities. We may also be required to obtain the approval of the Indian stock exchanges and/or the Securities and Exchange Board of India to take certain actions, such as the acquisition of, or merger with, another company. The conversion of our equity shares into ADSs is governed by guidelines issued by the Reserve Bank of India.

Finally, we are subject to several legislative provisions relating to storage of explosives, environmental protection, pollution control, essential commodities and operation of manufacturing facilities. Noncompliance with these provisions may lead to civil and criminal liability or delays in obtaining approval from the requisite governmental authorities.

Please see the section titled “Risk Factors” in Item 3, Key Information, as well as the section titled “Additional Information” in Item 10, for more information on the effects of governmental regulation on our business.

Organizational Structure

Our subsidiaries as of March 31, 2014 are listed in the table below:


Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
Wipro LLC (formerly Wipro Inc).			USA
	Wipro Gallagher Solutions Inc	Opus Capital Markets Consultants LLC Opus Technology Services LLC	USA USA
	Infocrossing Inc.		USA
	Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC]		USA
	Wipro Insurance Solutions LLC		USA
Wipro Japan KK			Japan
Wipro Shanghai Limited			China
Wipro Trademarks Holding Limited			India
Wipro Travel Services Limited			India
Wipro Holdings (Mauritius) Limited			Mauritius
	Wipro Holdings UK Limited		U.K.
		Wipro Holding Austria GmbH^(A)	Austria
		3D Networks (UK) Limited Wipro Europe Limited ^(A)	U.K. U.K.
Wipro Cyprus Private Limited			Cyprus
	Wipro Doha LLC^#		Qatar
	Wipro Technologies S.A DE C. V		Mexico
	Wipro BPO Philippines LTD. Inc		Philippines
	Wipro Holdings Hungary Korlátolt Felelősségű Társaság		Hungary
	Wipro Technologies Argentina SA		Argentina
	Wipro Information Technology Egypt SAE		Egypt
	Wipro Arabia Limited^*		Saudi Arabia
	Wipro Poland Sp Zoo		Poland
	Wipro IT Services Poland Sp. z o. o		Poland
	Wipro Outsourcing Services UK Limited		U.K.
	Wipro Technologies South Africa (Proprietary) Limited		South Africa
		Wipro Technologies Nigeria Limited	Nigeria


Subsidiaries	Subsidiaries	Subsidiaries	Country of Incorporation
	Wipro Information Technology Netherlands BV		Netherland
		Wipro Portugal S.A.^(A)	Portugal
		Wipro Technologies Limited, Russia	Russia
		Wipro Technology Chile SPA	Chile
		Wipro Technologies Canada Limited	Canada
		Wipro Information Technology Kazakhstan LLP	Kazakhstan
		Wipro Technologies W.T. Sociedad Anonima	Costa Rica
		Wipro Outsourcing Services (Ireland) Limited	Ireland
		Wipro Technologies Norway AS	Norway
		Wipro Technologies VZ, C.A.	Venezuela
	Wipro Technologies SRL		Romania
	PT WT Indonesia		Indonesia
	Wipro Australia Pty Limited		Australia
		Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) ^(A)	Australia
	Wipro Technocentre (Singapore) Pte Limited		Singapore
	Wipro (Thailand) Co Limited		Thailand
	Wipro Bahrain Limited WLL		Bahrain
	Wipro Gulf LLC		Sultanate of Oman
	Wipro Technologies Spain S.L.		Spain
Wipro Networks Pte Limited (formerly 3D Networks Pte Limited)			Singapore
Planet PSG Pte Limited			Singapore
	Wipro Technologies SDN BHD		Malaysia
Wipro Chengdu Limited			China
Wipro Airport IT Services Limited^*			India

In addition to the above entities, the Company controls both the Wipro SA Broad Based Ownership Scheme Trust and Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD, which are incorporated in South Africa and are consolidated for financial reporting purposes.

*	All the above direct subsidiaries are 100% held by the Company, except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited.

^#	51% of the equity securities of Wipro Doha LLC are held by a local shareholder. However, the beneficial interest in these holdings is retained by the Company.

^(A)	Step Subsidiary details of Wipro Holding Austria GmbH, Wipro Portugal S.A, Wipro Europe Limited and Wipro Promax Holdings Pty Ltd are as follows:


Subsidiaries	Subsidiaries	Country of Incorporation
Wipro Holding Austria GmbH
	Wipro Technologies Austria GmbH	Austria
	New Logic Technologies SARL	France
Wipro Europe Limited (formerly SAIC Europe Limited)
	Wipro UK Limited	U.K.
	Wipro Europe SARL	France
Wipro Portugal S.A.
	SAS Wipro France	France
	Wipro Retail UK Limited	U.K.
	Wipro do Brasil Technologia Ltda	Brazil
	Wipro Technologies Gmbh	Germany
Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd)	Wipro Promax Analytics Solutions Pty Ltd (formerly Promax Applications Group Pty Ltd)	Australia
	Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd)	Australia
	Wipro Promax Analytics Solutions (Europe) Limited [formerly Promax Analytics Solutions (Europe) Ltd]	UK

The list of controlled trusts are:


Name of entity	Nature	Country of Incorporation
Wipro Equity Reward Trust	Trust	India
Wipro Inc. Benefit Trust	Trust	India

Property, Plant and Equipment

Our headquarters and corporate offices are located at Doddakannelli, Sarjapur Road, Bangalore, India. The offices are approximately 0.30 million square feet. We have approximately 1.31 million square feet of land adjoining our corporate offices for future expansion plans.

In addition, we have approximately 30.62 million square feet of land, including approximately 13.13 million square feet of owned software development facilities in India and over 4.64 million square feet of leased software development premises in India. We have approximately 1.97 million square feet of leased offices, software development and data center facilities in countries outside India, which includes approximately 0.96 million square feet at various locations in the U.S.

We incurred capital expenditures of Rs. 12,977 million, Rs. 10,616 million and Rs. 8,913 million during the fiscal years ended March 31, 2012, 2013 and 2014, respectively. These capital expenditures were primarily incurred on new software development facilities in India for our IT Services and IT Products business segments.

We have 55 sales/marketing offices, data centers, development and training centres in the United States. In addition, we have 98 similar facilities located in the following regions: North America (other than the United States), South America, Europe, the Middle East, Africa and the Asia Pacific (other than India).

We operate 2 manufacturing sites, which are approximately 0.2 million square feet and approximately 0.4 million square feet of land, respectively. We own one of these facilities, located in Pondicherry, India. We have leased on a long-term basis one other facility located in Kotdwar, India.

Our software development and manufacturing facilities are equipped with a world class technology infrastructure that includes networked workstations, servers, data communication links, captive power generators and other plants and machinery. We believe that our facilities are optimally utilized and that appropriate expansion plans are being developed and undertaken to meet our future growth.

Material Plans to Construct, Expand and Improve Facilities

As of March 31, 2014, we have capital commitments of Rs. 778 million (US$13 million) related to the construction or expansion of our software development facilities. We currently intend to finance our additional expansion plans entirely through our operating cash flows and through cash and investments as of March 31, 2014.

Legal Proceedings

In the ordinary course of business, we may from time to time become involved in certain legal proceedings. As of the date of this Annual Report on Form 20-F, except as set forth below, we are not party to any pending legal proceedings whose resolution could have a material impact on our financial position.

In the ordinary course of business, we receive tax assessment orders from various tax authorities. Please see the description of our tax proceedings before the Deputy Commission of Income, Tax, Bangalore, India under the section titled “Income Taxes” under Item 5 of this Annual Report.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

(in millions, except share data and where otherwise stated)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in Item 8 of this Annual Report on Form 20-F. This section and other parts of this Annual Report on Form 20-F contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled “Risk Factors” above.

Overview

We are a leading global information technology, or IT, services company headquartered in Bangalore, India. We provide a comprehensive range of IT services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, technology infrastructure outsourcing, BPO services, research and development and hardware and software design to leading enterprises worldwide. We use our development centers located in India and around the world, quality processes and global resource pool to provide cost effective IT solutions and deliver time-to-market and time-to-development advantages to our clients. We also provide business process outsourcing, or BPO, services.

Our IT Products business segment provides a range of third-party IT products encompassing computing, storage, networking, security and software products, including databases and operating systems. We have a diverse range of clients, from small and medium enterprises (“SMEs”) to large enterprises in all major industries. Effective as of the quarter ended December 31, 2013, we ceased manufacturing “Wipro” branded desktops, laptops and servers. We will continue to fill existing orders and honor our warranty and service obligations. We will continue to maintain a presence in the hardware market by providing suitable third-party brands as a part of our solutions in large integrated deals.

Effective as of March 31, 2013, the consumer care and lighting, infrastructure engineering and other non-IT business segments (collectively, the “Diversified Business”), were demerged (the “Demerger”) into Wipro Enterprises Limited, a company incorporated under the laws of India. Accordingly, we have treated the Diversified Business as a discontinued operation for all prior periods presented. Please see Note 4 of the Notes to Consolidated Financial Statements for additional information regarding the treatment of discontinued operations and the Demerger.

Results of Operations

Our revenue and profit from continuing operations for the years ended March 31, 2012, 2013 and 2014 are provided below.


	Wipro Limited and subsidiaries
	Years ended March 31,									Year on Year change
	2012			2013			2014			2013-12			2014-13
	(in millions except earnings per share data)
Revenue⁽¹⁾		Rs. 322,075			Rs. 376,882			Rs. 437,628			17.02	%		16.12	%
Cost of revenue		(225,794	)		(260,665	)		(295,488	)		15.44	%		13.36	%
Gross profit		96,281			116,217			142,140			20.71	%		22.31	%
Selling and marketing expenses		(17,953	)		(24,213	)		(29,248	)		34.87	%		20.79	%
General and administrative expenses		(18,416	)		(22,032	)		(23,538	)		19.64	%		6.84	%
Operating income		59,912			69,972			89,354			16.79	%		27.70	%
Profit attributable to equity holders		52,325			61,362			77,967			17.27	%⁽²⁾		27.06	%⁽²⁾

As a Percentage of Revenue:
Selling and marketing expenses		5.57	%		6.42	%		6.68	%		(85	)bps		(26	)bps
General and administrative expenses		5.72	%		5.85	%		5.38	%		(13	)bps		47	bps
Gross margins		29.89	%		30.84	%		32.48	%		95	bps		164	bps
Operating Margin		18.60	%		18.57	%		20.42	%		(3	)bps		185	bps

Earnings per share
Basic		21.36			25.01			31.76
Diluted		21.29			24.95			31.66

⁽¹⁾

For the purpose of segment reporting only, we have included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 318,747, Rs. 374,256 and Rs. 434,269 for the years ended March 31, 2012, 2013 and 2014, respectively.

⁽²⁾	Our adjusted non-GAAP profit from continuing operations for the year ended March 31, 2012, 2013 and 2014 is Rs. 52,204, Rs. 61,054 and Rs. 77,964, an increase of 16.95% and 27.70% over the years ended March 31, 2012 and 2013, respectively. See discussion below.

Our revenue and operating income for the last fiscal year by our new basis of segmentation is as follows:


	Year ended March 31, 2014
	(in millions)
Revenue:
IT Services businesses
Banking, Financial Services and Insurance (“BFSI”)	Rs.	106,035
Manufacturing and High-Tech (“MFG”)		74,423
Global Media and Telecom (“GMT”)		55,105
Retail, Consumer Goods, Transportation and Government (“RCTG”)		58,893
Energy, Natural Resources and Utilities (“ENU”)		63,923
Healthcare and Life Sciences (“HLS”)		41,130
IT Products		38,785
Reconciling items		(666	)

	Rs.	437,628


Operating Income:
IT Services businesses
Banking, Financial Services and Insurance (“BFSI”)	Rs.	24,153
Manufacturing and High-Tech (“MFG”)		17,348
Global Media and Telecom (“GMT”)		11,569
Retail, Consumer Goods, Transportation and Government (“RCTG”)		13,012
Energy, Natural Resources and Utilities (“ENU”)		17,418
Healthcare and Life Sciences (“HLS”)		7,637
Unallocated		(804	)
IT Products		310
Reconciling items		(1,289	)

	Rs.	89,354

Our revenues and operating income for the last three fiscal years by our previous basis of segmentation are as follows:


	Year ended March 31,
	2012			2013			2014
	(in millions)
Revenue:
IT Services	Rs.	284,313		Rs.	338,431		Rs.	399,509
IT Products		38,436			39,238			38,785
Consumer Care and Lighting (discontinued operation)		33,401			40,594			—
Others (discontinued operation)		18,565			14,785			—
Reconciling items		534			560			(666	)

	Rs.	375,249		Rs.	433,608		Rs.	437,628

Operating Income:
IT Services	Rs.	59,265		Rs.	69,933		Rs.	90,333
IT Products		1,787			990			310
Consumer Care and Lighting (discontinued operation)		3,956			5,012			—
Others (discontinued operation)		110			290			—
Reconciling items		(1,105	)		(1,079	)		(1,289	)

	Rs.	64,013		Rs.	75,146		Rs.	89,354

This Annual Report on Form 20-F contains, and future filings with the SEC may contain, non-GAAP financial measures within the meaning of Regulation G and Item 10(e) of Regulation S-K, under which “GAAP” and “non-GAAP” for a foreign private issuer means the principles under which its primary financial statements are prepared, or IFRS and non-IFRS. Such non-GAAP financial measures are measures of our historical or future performance, financial position or cash flows that are adjusted to exclude or include amounts that are excluded or included, as the case may be, from the most directly comparable financial measure calculated and presented in accordance with IFRS.

The following table provides our adjusted profit for the year, which is a non-GAAP financial measure that excludes the impact of accelerated amortization in respect of stock options that vest in a graded manner. This non-GAAP financial measure is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, the most directly comparable financial measure calculated in accordance with IFRS. In addition to this non-GAAP financial measure, readers should carefully review and evaluate our financial statements prepared in accordance with IFRS as well as the reconciliation of this non-GAAP financial measure with the most directly comparable IFRS financial measure.

A reconciliation of adjusted non-GAAP profit, which excludes the impact of accelerated amortization in respect of stock options that vest in a graded manner, with total profits from our continuing operations as calculated and presented in accordance with IFRS, is as follows:

Year ended March 31,

2012

2013

2014

Total profits attributable to equity holders for the year as per IFRS

Rs. 55,730

Rs. 66,359

Rs. 77,967

Adjustments:

Accelerated amortization of stock options that vest in a graded manner

(125

)

(321

)

Adjusted non-GAAP profit

Rs. 55,605

Rs. 66,038

Rs. 77,964

Profits from continuing operations attributable to equity holders for the year as per IFRS

Rs. 52,325

Rs. 61,362

Rs. 77,967

Adjustments:

Accelerated amortization of stock options that vest in a graded manner

(121

)

(308

)

Adjusted non-GAAP profit from continuing operation

Rs. 52,204

Rs. 61,054

Rs. 77,964

The Company believes that the presentation of this non-GAAP adjusted profit, when shown in conjunction with the corresponding IFRS measure, provides useful information to investors and management regarding financial and business trends relating to the Company’s profit for the period. The Company considers a stock option award with a graded vesting schedule to be a single award and not multiple stock option awards. Further, the Company considers the services of the employee in each year, covered by the stock option award to be equally valuable and accordingly believes that straight line amortization reflects the economic substance of the stock awards. However, under IFRS, the Company records the related stock compensation expenses on an accelerated basis. Therefore, we believe that making available an adjusted profit number that excludes the impact of accelerated amortization from profit provides useful supplemental information to both management and investors about our financial and business trends.

For our internal budgeting process, our management also uses financial statements that do not include the impact of accelerated amortization relating to stock options that vest in a graded manner. The management of the Company also uses non-GAAP adjusted profit, in addition to the corresponding IFRS measures, in reviewing our financial results.

The Company provides full disclosure of the effects of non-GAAP measures, by presenting the corresponding IFRS financial measure and by providing a reconciliation to the corresponding IFRS measure.

IT Business Analysis

Results of operations for the years ended March 31, 2014 and 2013

•

Our revenue from continuing operations increased by 16.12%. This was driven primarily by a 18.05% increase in revenue from our IT Services businesses as a whole. This was offset partially by a 1.15% decrease in revenue from our IT Products business segment.

The table below gives our revenue by geographic segments for year ended March 31, 2014 and 2013:


	Percentage of revenues
	Year ended March 31,
Geographic Segments	2013			2014
India		13	%		11	%
United States		46	%		46	%
Europe		26	%		28	%
Rest of the world		15	%		16	%

•

Our gross profit as percentage of our total revenue from continuing operations improved by 164 basis points (bps). This was primarily on account of improvement in gross profit as a percentage of revenue from our IT Services segments by 160 bps. This improvement was partially offset by a decline in gross profit as a percentage of revenue from our IT Products segment by 182 bps.

•

Cost of revenues as a percentage of revenues dropped by 164 basis points. However, in absolute terms, cost of revenues increased by 13.4% primarily due to increases in employee compensation due to rupee depreciation, salary increases awarded during the year and increases in headcount during the year.


	Year ended March 31,				Year on Year
Cost of revenues	2013		2014		2014-13
Employee compensation		150,863		173,651		22,788
Raw materials, finished goods, process stocks and stores and spares consumed		31,148		30,686		(462	)
Subcontracting/technical fees/third party application		35,610		42,981		7,371
Travel		10,962		12,240		1,278
Depreciation, amortization and impairment charge		8,914		10,245		1,331
Repairs		8,698		9,747		1,049
Communication		4,408		4,681		273
Rent		2,626		2,839		213
Others		7,436		8,418		982

Total		260,665		295,488		34,823

•

Our selling and marketing expenses as a percentage of revenue from continuing operations increased from 6.42% for the year ended March 31, 2013 to 6.68% for the year ended March 31, 2014. In absolute terms, selling and marketing expenses increased by 20.79%, primarily due to an increase in such expenses in the IT Services segments from increases in employee compensation due to rupee depreciation and increases in employee headcount.


	Year ended March 31,				Year on Year
Selling and marketing expenses	2013		2014		2014-13
Employee compensation		17,308		21,412		4,104
Travel		2,088		2,978		890
Depreciation, amortization and impairment charge		624		601		(23	)
Repairs		207		267		60
Communication		615		675		60
Rent		556		658		102
Others		2,815		2,657		(158	)

Total		24,213		29,248		5,035

•

Our general and administrative expenses as a percentage of revenue decreased from 5.85% for the year ended March 31, 2013 to 5.38% for the year ended March 31, 2014. In absolute terms, general and administrative expenses increased by 6.84%, primarily due to an increase in such expenses across all business segments, including increases in legal and professional fees and increases in repairs expenditures.


	Year ended March 31,				Year on Year
General and administrative expenses	2013		2014		2014-13
Employee compensation		11,456		11,505		49
Travel		1,602		1,856		254
Depreciation, amortization and impairment charge		375		260		(115	)
Repairs		671		1,167		496
Rent		995		1,086		91
Legal and professional fees		2,204		2,558		534
Provision for doubtful debts		1,176		1,294		118
Others		3,733		3,812		79

Total		22,032		23,538		1,506

•

As a result of the foregoing factors, our operating income from continuing operations increased by 27.70%, from Rs. 69,972 for the year ended March 31, 2013 to Rs. 89,354 for the year ended March 31, 2014.

•

Our finance expenses from continuing operations increased from Rs. 2,693 for the year ended March 31, 2013 to Rs. 2,891 for the year ended March 31, 2014. This increase is primarily due to increase of Rs.193 in exchange loss on foreign currency borrowings and related derivative instruments. This increase is also due to an increase in interest expense by Rs.5 during the year ended March 31, 2014.

•

Our finance and other income from continuing operations increased from Rs. 11,317 for the year ended March 31, 2013 to Rs. 14,542 for the year ended March 31, 2014. Our gain on sale of investments decreased by Rs.554 and interest and dividend income increased by Rs. 3,779 during the year ended March 31, 2014 as compared to the year ended March 31, 2013. This increase was due to an increase in cash available for investments due to increased availability of cash flows.

•

Our income taxes from continuing operations increased by Rs. 5,688 from Rs. 16,912 for the year ended March 31, 2013 to Rs. 22,600 for the year ended March 31, 2014. Adjusted for tax write-backs, our effective tax rate increased from 21.52% for the year ended March 31, 2013 to 22.38% for the year ended March 31, 2014. This increase is primarily due to changes in our taxable profits which resulted in a lower proportion of exempt income, but this was partially offset by a higher deferred tax asset due to a rate change.

•

As a result of the foregoing factors, our profit from continuing operations attributable to equity holders increased by Rs. 16,605 or 27.06%, from Rs. 61,362 for the year ended March 31, 2013 to Rs.77,967 for the year ended March 31, 2014.

Results of operations for the years ended March 31, 2013 and 2012

•

Our revenue from continuing operations increased by 17.02%. This was driven primarily by a 19.03% and 2.09% increase in revenue from our IT Services and IT Products business segments, respectively.

The table below gives our revenue by geographic segments for year ended March 31, 2013 and 2012


	Percentage of revenues
	Year ended March 31,
Geographic Segments	2012			2013
India		15	%		13	%
United States		46	%		46	%
Europe		25	%		26	%
Rest of the world		14	%		15	%

•

Our gross profit as percentage of our revenue from continuing operations improved by 95 basis points (bps). This was primarily on account of improvement in gross profit as a percentage of revenue from our IT Services segments by 80 bps. This improvement was partially offset by a decline in gross profit as a percentage of revenue from our IT Products segment by 145 bps.

•

Cost of revenues as a percentage of revenues dropped by 95 basis points. However, in absolute terms, cost of revenues increased by 15.4% primarily due to increase in employee compensation increased on account of increase in headcount during the year, salary increases awarded during the year and rupee depreciation.


	Year ended March 31,				Year on Year
Cost of revenues	2012		2013		2013-12
Employee compensation		125,987		150,863		24,876
Raw materials, finished goods, process stocks and stores and spares consumed		29,191		31,148		1,957
Subcontracting/technical fees/third party application		32,951		35,610		2,659
Travel		9,407		10,962		1,555
Depreciation, amortization and impairment charge		8,305		8,914		609
Repairs		8,017		8,698		681
Communication		3,354		4,408		1,054
Rent		2,171		2,626		455
Others		6,411		7,436		1,025

Total		225,794		260,665		34,871

•

Our selling and marketing expenses as a percentage of revenue from continuing operations increased from 5.57% for the year ended March 31, 2012 to 6.42% for the year ended March 31, 2013. In absolute terms, selling and marketing expenses increased by 34.87%, primarily due to an increase in such expenses in the IT Services segment from increases in employee compensation due to rupee depreciation and increases in employee headcount.


	Year ended March 31,				Year on Year
Selling and marketing expenses	2012		2013		2013-12
Employee compensation		12,385		17,308		4,923
Travel		1,399		2,088		689
Depreciation, amortization and impairment charge		552		624		72
Repairs		183		207		24
Communication		607		615		8
Rent		516		556		40
Others		2,311		2,815		504

Total		17,953		24,213		6,260

•

Our general and administrative expenses as a percentage of revenue from continuing operations increased from 5.72% for the year ended March 31, 2012 to 5.85% for the year ended March 31, 2013 In absolute terms, general and administrative expenses increased by 19.64%, primarily due to an increase in such expenses in both the IT Services segments and IT Products segment, including increases in employee compensation, legal and professional fees and provision for doubtful debt. The increases in employee compensation were primarily due to increases in employee headcount and salary increases given during the year.


	Year ended March 31,				Year on Year
General and administrative expenses	2012		2013		2013-12
Employee compensation		9,978		11,456		1,478
Travel		1,356		1,602		246
Depreciation, amortization and impairment charge		362		375		13
Repairs		883		671		(212	)
Rent		770		995		225
Legal and professional fees		1,618		2,204		406
Provision for doubtful debts		376		1,176		800
Others		3,073		3,733		660

Total		18,416		22,032		3,616

•

As a result of the foregoing factors, our operating income from continuing operations increased by 16.79%, from Rs. 59,912 for the year ended March 31, 2012 to Rs. 69,972 for the year ended March 31, 2013.

•

Our finance expenses from continuing operations decreased from Rs. 3,371 for the year ended March 31, 2012 to Rs. 2,693 for the year ended March 31, 2013. This decrease is primarily due to a decrease of Rs. 604 in exchange loss on foreign currency borrowings and related derivative instruments. This decrease is also due to a decrease in interest expense by Rs. 74 during the year ended March 31, 2013.

•

Our finance and other income from continuing operations increased from Rs. 8,982 for the year ended March 31, 2012 to Rs. 11,317 for the year ended March 31, 2013. Our gain on sale of investments increased by Rs. 2,064 and interest and dividend income increased by Rs. 271 during the year ended March 31, 2013 as compared to the year ended March 31, 2012. This increase was due to an increase in cash available for investments due to increased availability of cash flows.

•

Our income taxes from continuing operations increased by Rs. 3,957, from Rs. 12,955 for the year ended March 31, 2012 to Rs. 16,912 for the year ended March 31, 2013. Adjusted for tax write-backs, our effective tax rate increased from 19.77% for the year ended March 31, 2012 to 21.52% for the year ended March 31, 2013. This increase is primarily due to changes in our taxable profits which resulted in a lower proportion of exempt income, but this was partially offset by a higher deferred tax asset due to a rate change.

•

As a result of the foregoing factors, our profit from continuing operations attributable to equity holders increased by Rs. 9,037, or 17.27%, from Rs. 52,325 for the year ended March 31, 2012 to Rs. 61,362 for the year ended March 31, 2013.

Segment Analysis

Starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure to align ourselves with industry trends. The six IT services business segments are:

•

Banking, Financial Services and Insurance (“BFSI”)

•

Healthcare and Life Sciences (“HLS”)

•

Retail, Consumer Goods, Transport and Government (“RCTG”)

•

Energy, Natural Resources and Utilities (“ENU”)

•

Manufacturing and High-Tech (“MFG”)

•

Global Media and Telecom (“GMT”)

The Company has not restated previous periods on its new basis of segment reporting since meaningful segregation of data is impracticable. Prior to the change in segment reporting, the Company treated its IT Services business as a single segment. Within IT Services, the Company tracked revenue, operating income and expenses based on industry segments or on the nature of services offered. Historically, the Company had not recorded such data consistently by industry segment along the lines of its new business segments. Accordingly, management believes that it is impracticable to provide segment information for the comparative prior periods on the Company’s new basis of reporting because the information was not historically tracked in a manner that permits aggregation in that manner. As required under IFRS 8, the Company has presented its segment information for the current period on both the old basis and new basis of segmentation.

IT Services

Our IT Services businesses provide a range of IT and IT enabled services which include IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, global infrastructure services, BPO services and research and development services in the areas of hardware and software design.

Our IT Services segments accounted for 88%, 90% and 91.1% of our total revenue for the years ended March 31, 2012, 2013 and 2014, respectively. Our IT Services segments accounted for 97%, 99% and 100% of our operating income for the years ended March 31, 2012, 2013 and 2014, respectively.


	Year ended March 31,									Year on Year change
	2012			2013			2014			2013-12			2014-13
Revenue ⁽¹⁾	Rs.	284,313		Rs.	338,431		Rs.	399,509			19.03	%		18.05	%
Gross profit		92,600			112,938			139,702			21.96	%		23.70	%
Selling and marketing expenses		(16,114	)		(22,335	)		(27,338	)		38.61	%		22.40	%
General and administrative expenses		(17,221	)		(20,670	)		(22,031	)		20.03	%		6.58	%
Operating income		59,265			69,933			90,333			18.00	%		29.17	%
As a percentage of revenue:
Selling and marketing expenses		5.67	%		6.60	%		6.84	%		(93	) bps		(24	) bps
General and administrative expenses		6.06	%		6.11	%		5.51	%		(5	) bps		60	bps
Gross margin		32.57	%		33.37	%		34.97	%		80	bps		160	bps
Operating margin		20.84	%		20.66	%		22.61	%		(18	) bps		195	bps

⁽¹⁾

In our segment reporting only, management has included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 280,718, Rs. 335,307 and Rs. 396,088 for the years ended March 31, 2012, 2013 and 2014, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details regarding these accounts.

As described above, starting with the quarter ended June 30, 2013, we implemented a new segment reporting structure. Our revenue and operating income by IT Services business segments, expressed in terms of percentages, are provided below for the year ended March 31, 2014:


Industry segment	Percentage of revenues			Percentage of Operating Income
Banking, Financial Services and Insurance (“BFSI”)		27	%		27	%
Manufacturing and Hi-Tech (“MFG”)		19	%		19	%
Global Media and Telecom (“GMT”)		14	%		13	%
Retail, Consumer Goods, Transportation and Government (“RCTG”)		15	%		14	%
Energy, Natural Resources and Utilities (“ENU”)		16	%		19	%
Healthcare and Life Sciences (“HLS”)		10	%		8	%
Unallocated		—			(1	)%

Results of operations for the years ended March 31, 2014 and 2013

•

Our revenue from our IT Services segments increased by 18.05 %. We experienced growth across all IT Services business segments, but particularly in ENU and HLS. In our IT Services segments collectively, we added 174 new clients during the year ended March 31, 2014. Within service lines, Global Infrastructure services, Analytics & Information Management and BPO grew during the year. All geography segments showed strong growth led by Europe and the Others geographic segments.

•

Our gross profit as a percentage of our revenue from our IT Services segments increased by 160 bps. The increase in gross margin as a percentage of revenue is primarily attributable to depreciation in the value of the Indian rupee against the US dollar. This was partially offset by an increase in personnel compensation cost during the year ended March 31, 2014 as compared to year ended March 31, 2013.

•

Selling and marketing expenses as a percentage of revenue from our IT Services segments together increased from 6.60% for the year ended March 31, 2013 to 6.84% for the year ended March 31, 2014. This increase is primarily attributable to an increase in the number of sales personnel and an increase in the personnel cost due to increased compensation as part of our annual compensation review and annual progression cycle.

•

General and administrative expenses as a percentage of revenue from our IT Services segments as a whole decreased from 6.11% for the year ended March 31, 2013 to 5.51% for the year ended March 31, 2014. In absolute terms, general and administrative expenses increased Rs. 1,361. This increase is primarily due to an increase in legal and professional expenses by approximately Rs. 592, travel costs by approximately Rs. 261 and repairs costs approximately by Rs. 240.

•

As a result of the above, the operating income of our IT Services segments increased by 29.17%.

Results of operations for the years ended March 31, 2013 and 2012

•

Our revenue from our IT Services segments increased by 19.03%. We experienced growth across all IT Services business segments. The growth, led by ENU and Retail, was partially offset by a decrease in revenues in GMT. In our IT Services segments collectively, we added 192 new clients during the year ended March 31, 2013. Within service lines, Global Infrastructure services, Analytics & Information Management and Business Application Services led growth during the year. All geography segments showed growth led by the Others, India and Europe geographic segments.

•

Our gross profit as a percentage of our revenue from our IT Services segments increased by 80 bps. The increase in gross margin as a percentage of revenue is primarily attributable to depreciation in the value of the Indian rupee against the US dollar. This was partially offset by an increase in personnel compensation cost during the year ended March 31, 2013 as compared to year ended March 31, 2012.

•

Selling and marketing expenses as a percentage of revenue from our IT Services segments taken together increased from 5.67% for the year ended March 31, 2012 to 6.60% for the year ended March 31, 2013. This increase is primarily attributable to an increase in the number of sales personnel and an increase in the personnel cost due to increased compensation as part of our annual compensation review and annual progression cycle.

•

General and administrative expenses as a percentage of revenue from our IT Services segments as a whole increased from 6.06% for the year ended March 31, 2012 to 6.11% for the year ended March 31, 2013. In absolute terms, general and administrative expenses increased Rs. 3,449. This increase is primarily due to an increase in employee compensation costs by approximately Rs. 1,445 and provision for doubtful debts of approximately Rs. 557.

•

As a result of the above, the operating income of our IT Services segments as a whole increased by 18.00%.

IT Products

Our IT Products segment accounted for 12%, 10% and 8.9% of our revenue for the years ended March 31, 2012, 2013 and 2014, respectively. Our IT Products segment accounted for 3%, 1% and 0.3% of our operating income for each of the years ended March 31, 2012, 2013 and 2014, respectively.


	Year ended March 31,									Year on Year change
	2012			2013			2014			2013-12			2014-13
Revenue	Rs.	38,436		Rs.	39,238		Rs.	38,785			2.09	%		(1.15	)%
Gross profit		4,356			3,876			3,126			(11.02	)%		(19.35	)%
Selling and marketing expenses		(1,395	)		(1,458	)		(1,335	)		4.52	%		(8.44	)%
General and administrative expenses		(1,174	)		(1,428	)		(1,481	)		21.63	%		3.71	%
Operating income		1,787			990			310			(44.60	)%		(68.69	)%

As a Percentage of Revenue:
Selling and marketing expenses		3.63	%		3.72	%		3.44	%		(9	) bps		28	bps
General and administrative expenses		3.05	%		3.64	%		3.82	%		(59	) bps		(18	) bps
Gross margin		11.33	%		9.88	%		8.06	%		(145	) bps		(182	) bps
Operating margin		4.65	%		2.52	%		0.80	%		(213	) bps		(172	) bps

In our segment reporting only, management has included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 38,040, Rs. 38,909 and Rs. 38,879 for the years ended March 31, 2012, 2013 and 2014, respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Please see Note 31 of the Notes to the Consolidated Financial Statements for additional details.

Results of operations for the years ended March 31, 2014 and 2013

•

Our revenue from the IT Products segment decreased by 1.15%, primarily due to decrease in revenue from domestic sales of computers and servers following cessation of manufacturing “Wipro” branded desktops, laptops and servers.

•

Our gross profit as a percentage of our revenue of our IT Products segment decreased by 182bps. This decrease is primarily due to depreciation in the value of the Indian rupee against the U.S. dollar, which impacted the cost of imported materials and also accounted for increased pricing competition in the domestic market. During the year, the segment also incurred a non-recurring expense due to the cessation of manufacturing “Wipro” branded desktop, laptops and servers. Excluding the non-recurring item of Rs. 209 million, operating income of the IT Product segment is Rs. 519 Million.

•

Selling and marketing expenses as a percentage of revenue from our IT Products segment decreased from 3.72% for the year ended March 31, 2013 to 3.44% for the year ended March 31, 2014. In absolute terms, selling and marketing expenses decreased by Rs.123. This decrease is on account of higher productivity achieved as well as due to realignment of the team after cessation of manufacturing of “Wipro” branded desktops, laptops and servers.

•

General and administrative expenses as a percentage of revenue from our IT Products segment increased from 3.64% for the year ended March 31, 2013 to 3.82% for the year ended March 31, 2014. In absolute terms, general and administrative expenses increased by Rs.53.

•

As a result of the above, operating income of our IT Products segment decreased by 68.69%

Results of operations for the years ended March 31, 2013 and 2012

•

Our revenue from the IT Products segment increased by 2.09%, primarily due to an increase in revenue from domestic sales of computers and servers.

•

Our gross profit as a percentage of our revenue of our IT Products segment decreased by 145 bps. This decrease is primarily due to depreciation in the value of the Indian rupee against the U.S. dollar, which impacted the cost of imported materials and also accounted for increased pricing competition in the domestic market.

•

Selling and marketing expenses as a percentage of revenue from our IT Products segment increased from 3.63% for the year ended March 31, 2012 to 3.72% for the year ended March 31, 2013. In absolute terms, selling and marketing expenses increased by Rs. 63. This increase is primarily attributable to an increase in personnel cost due to increased compensation as part of our annual compensation review.

•

General and administrative expenses as a percentage of revenue from our IT Products segment increased from 3.05% for the year ended March 31, 2012 to 3.64% for the year ended March 31, 2013. In absolute terms, general and administrative expenses decreased by Rs. 254.

•

As a result of the above, operating income of our IT Products segment decreased by 44.60%.

Discontinued operations summary

Acquisitions

We use our acquisition program to support our long term strategic direction, increase and strengthen our competitive presence in select geographies, expand our customer base and pursue select business opportunities. In the last three fiscal years, we have made several acquisitions, including the acquisition of the global oil and gas information technology practice of the Commercial

Business Services Business Unit of Science Applications International Corporation (“SAIC”) in April 2011, which strengthened our energy, natural resources and utilities industry presence. In January 2014, we acquired Opus CMC, a leading US-based provider of mortgage due diligence and risk management services, which will strengthen our mortgage solutions and outsourcing business and complement our existing offerings in mortgage origination, servicing and secondary market. Please see Note 7 of the Notes to the Consolidated Financial Statements for additional information regarding our acquisitions.

We routinely review potential acquisitions. We currently expect to finance our acquisitions through cash generated from operations, cash and cash equivalents and investments in liquid and short term mutual funds as of March 31, 2014. However, for strategic acquisitions, we could decide to or be required to obtain additional debt or equity financing. We cannot be certain that additional financing, if needed, will be available on favorable terms, if at all.

Foreign exchange gains/(losses), net

Our net foreign exchange gains/(losses) from continuing operations for the years ended March 31, 2012, 2013 and 2014 were Rs. 3,328, Rs. 2,626 and Rs.3,359 respectively.

Our foreign exchange gains/(losses), net, comprise of:

•

exchange differences arising from the translation or settlement of transactions in foreign currency, except for exchange differences on debt denominated in foreign currency (which are reported within finance expense, net); and

•

the changes in fair value for derivatives not designated as hedging derivatives and ineffective portions of the hedging instruments. For forward foreign exchange contracts which are designated and effective as cash flow hedges, the marked to market gains and losses are deferred and reported as a component of other comprehensive income in stockholder’s equity and subsequently recorded in the income statement when the hedged transactions occur, along with the hedged items.

Although our functional currency is the Indian rupee, we transact a significant portion of our business in foreign currencies, in particular the U.S. dollar. The exchange rate between the rupee and the dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are affected as the rupee fluctuates against the U.S. dollar. Our exchange rate risk primarily arises from our foreign currency revenues, cash balances, payables and debt. We enter into derivative instruments to primarily hedge our forecasted cash flows denominated in certain foreign currencies, foreign currency debt and net investment in overseas operations. Please refer to Notes 13 and 16 of our Notes to the Consolidated Financial Statements for additional details on our foreign currency exposures.

Finance expenses

Our finance expenses are comprised of interest expense on borrowings, impairment losses recognized on financial assets, gains/losses on translation or settlement of foreign currency borrowings and changes in fair value and gains/losses on settlement of related derivative instruments, except foreign exchange gains/losses on short-term borrowings which are considered as a natural economic hedge for the foreign currency monetary assets which are classified as foreign exchange gains/losses, net within results from operating activities. Borrowing costs are recognized in the statement of income using the effective interest method.

Finance and other income

Our finance and other income comprises interest income on deposits, dividend income and gains on disposal of available-for-sale financial assets. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established.

Income Taxes

Our profits for the period earned from providing services at client premises outside India are subject to tax in the country where we perform the work. Most of our taxes paid in countries other than India can be applied as a credit against our Indian tax liability to the extent that the same income is subject to taxation in India.

Currently, we benefit from certain tax incentives under Indian tax laws. These tax incentives include a tax holiday from payment of Indian corporate income taxes for our businesses operating from specially designated Special Economic Zones (“SEZs”). The tax holiday for all our Software Technology and Hardware Technology Parks ended in the fiscal year ended March 31, 2011. Previously, we benefited from a ten year income tax deduction of 100% for profits derived from exporting information technology services from Software Technology and Hardware Technology Parks. We continue to be eligible for exemptions from other taxes, including customs duties in these Software Technology and Hardware Technology Parks.

Special Economic Zone: Units in designated Special Economic Zones which began providing services on or after April 1, 2005, are eligible for a deduction of 100% of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50% of such profits or gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions.

Due to these tax incentives, a substantial portion of our pre-tax income has not been subject to a significant tax in India in recent years. When our tax holiday and income tax deduction/exemptions expire or terminate, our costs will increase. The Government of India could enact laws in the future, which could reduce or eliminate the tax incentives which benefit our business. The expiration period of the tax holiday for each unit within a SEZ is determined based on the number of years since commencement of production by that unit for a maximum of fifteen years. The tax holiday period currently available to the Company expires in various years through fiscal year 2028. The impact of tax holidays has resulted in a decrease of current tax expense from our continuing operations of Rs. 7,953, Rs. 9,244 and Rs. 11,043 for the years ended March 31, 2012, 2013 and 2014 respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2012, 2013 and 2014 was Rs. 3.25, Rs. 3.77 and Rs. 4.50 respectively.

The Company had received tax demands aggregating to Rs. 42,883 (including interest of Rs. 12,907) arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore and with regard to the method of computing the tax incentives for exports for the years ended March 31, 2001 to March 31, 2009. The appeals filed against the said demand before the Income Tax Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2007. Further appeals have been filed by the Income Tax authorities before the Honorable High Court. For the year ended March 31, 2008 and March 31, 2009, the appeal is pending before Income Tax Appellate Tribunal.

In March 2014, the Company received the draft assessment order, on similar grounds as that of earlier years, with a demand of Rs. 9,058 (including interest of Rs. 2,938) for the financial year ended March 31, 2010. Following March 31, 2014, the Company filed its objections against the said demand before the Dispute Resolution Panel.

Considering the facts and nature of disallowance and the order of the appellate authority upholding the claims of the Company for earlier years, the Company expects that the final outcome of the above disputes to be in favor of the Company and the impact on the Company’s consolidated financial statements is not expected to be material.

Although we currently believe we will ultimately prevail in our appeals, the result of such appeals, and any subsequent appeals, cannot be predicted with certainty. Should we fail to prevail in our appeal, or any subsequent appeals, in any reporting period, the operating results of such reporting period could be materially adversely affected.

Pursuant to the changes in the Indian income tax laws, Minimum Alternate Tax (“MAT”) has been extended to income in respect of which a deduction is claimed under Sections 10A and 10B. Consequently, we have calculated our domestic tax liability after considering MAT and accordingly, a deferred tax asset of Rs. 1,844 has been recognized in the statement of financial position for the years ended March 31, 2013 and 2014. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward for a period of ten years and set-off against future tax liabilities computed under normal tax provisions.

Liquidity and Capital Resources

The Company’s cash flow from its operating, investing and financing activities, including from discontinued operations through fiscal year 2013, as reflected in the Consolidated Statement of Cash Flows on page 108, is summarized in the table below:


	Year ended March 31,									Year on Year Change
	2012			2013			2014			2013-12			2014-13
Net cash provided by/(used in) operations:
Operating activities		Rs. 40,076			Rs. 70,422			Rs.67,897			Rs. 30,346			(2,525	)
Investing activities		(8,056	)		(57,573	)		(2,774	)		(49,517	)		54,799
Financing activities		(17,397	)		(6,721	)		(34,972	)		10,676			(28,251	)
Net change in cash and cash equivalents		14,623			6,128			30,151			(8,495	)		24,023
Effect of exchange rate changes on cash and cash equivalent		1,680			789			(69	)		(891	)		(858	)

As of March 31, 2014, we had cash and cash equivalent and short-term investments of Rs. 187,258. Cash and cash equivalent and short-term investments, net of debt, was Rs. 135,666. Please see Note 4 of the Notes to Consolidated Financial Statements for additional information regarding the treatment of discontinued operations.

In addition, we have unused credit lines of Rs. 42,441. To utilize these lines of credit requires the consent of the lender and compliance with certain financial covenants. We have historically financed our working capital and capital expenditures through our operating cash flows and through bank debt, as required.

Cash provided by operating activities for the year ended March 31, 2014 decreased by Rs. 2,525, while profit for the year increased by Rs.11,709 during the same period. The decrease in cash provided by operating activities is primarily due to increases in trade receivables, unbilled revenues and other assets and the impact of rupee depreciation upon working capital balances denominated in foreign currencies.

Cash provided by operating activities for the year ended March 31, 2013 increased by Rs. 30,346, while profit for the year increased by Rs. 10,709 during the same period. The increase in cash provided by operating activities is primarily due to our revenue growth and more efficient collection of outstanding invoices in the IT Services segments. Further, operating cash flow increased due to increase in trade payables and accrued expenses resulting from improved management of payment terms.

Cash used in investing activities for the year ended March 31, 2014 was Rs. 2,774. The proceeds (net of purchases) from available for sale investments and inter-corporate deposits amounts to Rs. 4,712. Cash provided by operating activities was utilized for the payment for business acquisitions amounting to Rs. 2,985. We purchased property, plant and equipment amounting to Rs. 8,913, which was primarily driven by the growth strategy of the Company.

Cash used in investing activities for the year ended March 31, 2013 was Rs. 57,573. We purchased (net of sales) available for sale investments and inter-corporate deposits amounting to Rs. 37,133. Cash provided by operating activities was utilized for the payment for business acquisitions amounting to Rs. 3,074. We purchased property, plant and equipment amounting to Rs. 10,616, which was primarily driven by the growth strategy of the Company.

Cash used in financing activities for the year ended March 31, 2014 was Rs. 34,972 as against Rs. 6,721 for the year ended March 31, 2013. This increase is primarily due to net repayment of loans and borrowings amounting to Rs. 10,768 and payment of dividend amounting to Rs. 23,273.

Cash used in financing activities for the year ended March 31, 2013 was Rs. 6,721 as against Rs. 17,397 for the year ended March 31, 2012. This decrease is primarily due to net proceeds from loans and borrowings amounting to Rs. 11,394 and payment of dividend amounting to Rs. 17,080.

On April 17, 2014, our Board proposed a cash dividend of Rs. 5 (US$0.08) per equity share and ADR. The proposal is subject to the approval of shareholders at the next Annual General Meeting, and if approved, would result in a cash outflow of approximately Rs. 14,427, including corporate dividend tax thereon.

We maintain a debt/borrowing level that we have established through consideration of a number of factors including cash flow expectations, cash required for operations and investment plans. We continually monitor our funding requirements, and strategies are executed to maintain sufficient flexibility to access global funding sources, as needed. Please refer to Note 13 of our Notes to the Consolidated Financial Statements for additional details on our borrowings.

As discussed above, cash generated from operations is our primary source of liquidity. We believe that our cash and cash equivalents along with cash generated from operations will be sufficient to meet our working capital requirements as well as repayment obligations in respect of debt / borrowings.

As of March 31, 2014, we had contractual commitments of Rs.778 (US$13) related to capital expenditures on construction or expansion of software development facilities, Rs. 10,878 (US$181) related to non-cancelable operating lease obligations and Rs. 12,424 (US$207) related to other purchase obligations. Plans to construct or expand our software development facilities are dictated by business requirements.

In relation to our acquisitions, a portion of the purchase consideration is payable upon achievement of specified earnings targets in the future. We expect that our cash and cash equivalents, investments in liquid and short-term mutual funds and the cash flows expected to be generated from our operations in the future will generally be sufficient to fund the earn-out payments and our expansion plans.

In the normal course of business, we transfer accounts receivables, net investment in sale-type finance receivable and employee advances (financial assets). Please refer Note 16 of our Notes to Consolidated Financial Statements.

Our liquidity and capital requirements are affected by many factors, some of which are based on the normal ongoing operations of our businesses and some of which arise from uncertainties related to global economies and the markets that we target for our services. We cannot be certain that additional financing, if needed, will be available on favorable terms, if at all.

As of March 31, 2012, 2013 and 2014, our cash and cash equivalents were primarily held in Indian rupees, U.S. dollars, pound sterling, euros, Japanese yen and Saudi riyals. Please refer to “Financial risk management” under Note 16 of our Notes to the Consolidated Financial Statements for more details on our treasury activities.

Off-Balance Sheet Arrangements

The Company enters into operating leases for office space, hardware, and certain other equipment. These arrangements are sometimes referred to as a form of off-balance sheet financing and are set forth below under “Contractual Obligations.”

Contractual obligations

The table of future payments due under known contractual commitments as of March 31, 2014, aggregated by type of contractual obligation, is given below:


Particulars	Total contractual payment		Payments due in
Particulars	Total contractual payment		2014-15		2015-17		2017-19		2019-20 onwards
Short-term borrowings		Rs. 39,433	Rs.	39,433	Rs.	—	Rs.	—	Rs.	—
Long-term debt		9,159		158		16		8,985		—
Obligations under capital leases		3,000		1,092		1,508		400		—
Estimated interest payment⁽¹⁾		1,513		367		655		491		—
Capital commitments		778		778		—		—		—
Non-cancelable operating lease obligation		10,878		2,584		3,548		1,865		2,881
Purchase obligations		12,424		9,636		2,788		—		—
Other non-current liabilities⁽²⁾		1,079		—		515		564		—

⁽¹⁾	Interest payments for long-term fixed rate debts have been calculated based on applicable rates and payment dates. Interest payments on floating rate debt have been calculated based on the payment dates and implied forward interest rates as of March 31, 2014 for each relevant debt instrument.

⁽²⁾

Other non-current liabilities and non-current tax liabilities in the statement of financial position include Rs. 3,030 in respect of employee benefit obligations and Rs. 3,448 towards uncertain tax positions, respectively. For these amounts the extent of the amount and timing of repayment/settlement is not reliably estimatable or determinable at present and accordingly have not been disclosed in the table above.

Our purchase obligations include all commitments to purchase goods or services of either a fixed or minimum quantity that meet any of the following criteria: (1) they are non-cancelable, or (2) we would incur a penalty if the agreement was terminated.

Research and Development

Research and development investment is directed towards developing solutions that have broad applications across various industry segments and developing expertise in emerging technologies. Our research and development focus is to strengthen the portfolio of Applied Research, Centers of Excellence (“CoE”), cloud, mobility, analytics, Solution Accelerators and Software Engineering Tools & Methodologies.

Our activities in Applied Research are focused on inclusive innovation which is aimed at discovering where and how Information and Communication Technology (“ICT”) can address effective delivery of government to citizen (“G2C”) and business to business (“B2B”) services to rural citizens in education, health, agriculture and rural development sectors.

CoE’s goal is to create competencies in emerging areas of technologies and industry domain and incubate new practices for business growth. Next Generation Devices and Solutions (“NGD”), Next Generation Infrastructure (NGI), Intelligence Augmentation (“IA”), Immersive Experience, Smart Systems and Ubiquitous Enterprise were the technology themes identified for the year and investments in these technology themes have resulted in the development of industry application prototypes in the area of augmented reality, sensor networks and next generation technologies.

The Integrated Cloud Services (“ICS”) group provides end-to-end business solutions to customers using cloud technologies. We focus on creating industry relevant vertical cloud solutions for the various industries by building a strong value network of partners, creating IP, frameworks and accelerators.

The Hospital Information System (“HIS”) provides an integrated solution to various hospitals, clinics, and lab chains to manage patient administration, clinical services, core hospital operations, materials management, financials and other support services. Our architecture makes it easier to integrate with third party applications using Biztalk. HIS supports multi-location deployment and can be deployed on a central server and various hospitals, clinics, and labs can access the application without the need to have a server at each location. We continue to invest in reusable IP and solution accelerators (components, tools, frameworks) which help in accelerating the implementation of solutions in customer engagements. We have integrated various accelerator assets to create integrated stacks and solution.

We continue to invest in in-house development of software engineering tools to improve productivity and quality. These tools have been widely deployed across our business segments. We have also developed a tool called Wipro Portfolio Analysis Tool (“PAT”) for use in transition services. We have also developed a tool for flex delivery for managed services for effective queue, capacity, and productivity management at reduced cost. We have developed an in-house Known Error Data Base (“KEDB”) tool that will help in faster ticket resolution in managed services projects.

We have been recognized for the progress we have made in the development and implementation of our IP strategies and have been selected by Asia IP Elite, a project conducted by Intellectual Asset Management (“IAM”), as one of Asia’s IP value creation leaders. Asia IP Elite identifies those Asian companies that are filing the most patent applications. They identified two companies, one of which was Wipro, based out of the Asia Pacific region with the best strategies for maximizing the value of the intellectual property they own.

We have also been awarded the 2014 Golden Peacock Innovative Project/Service Award by the Government of India for our solution “Wipro Assure Health.”

Our research and development expenses for the years ended March 31, 2012, 2013 and 2014 were Rs. 1,866, Rs. 2,196 and Rs. 2,660 respectively for our continuing operations.

Trend Information

IT Services: Globally, enterprises are increasingly outsourcing their technology and IT services requirements to offshore IT services providers who can deliver high quality service on a global scale and at competitive costs. In this rapidly evolving environment, we expect increased competition among IT companies, which may limit our ability to increase prices. However, we continuously strive to differentiate ourselves from the competition and sustain prices and profits by developing innovative service delivery models, providing better industry solutions, adopting new pricing strategies and demonstrating our value proposition to clients. We have also acquired businesses to augment our existing services and capabilities.

Gross profit as a percentage of revenue in our IT Services segments collectively for the year ended March 31, 2014 is 34.97%. We anticipate difficulties in significantly improving our gross profits largely due to the following reasons:

•

Our limited ability to increase prices;

•

Increases in salaries, a cost which accounts for a major part of our expense line; and

•

The impact of exchange rate fluctuations on our rupee realizations.

In response to the possible reduction in demand for IT services, pressure on gross margins and the increased competition from other IT services companies, we are focusing on:

•

Investing in customer relationship teams to establish deeper client relationships and provide a wider range of services;

•

Strengthening our delivery model;

•

Developing cost containment initiatives and driving higher employee productivity;

•

Increasing automation capabilities and developing IP;

•

Aligning our resources to expected demand; and

•

Increasing the utilization of our IT professionals.

IT Products: In our IT Products business segment, we have experienced pricing pressures due to increased competition among IT companies. Large multinational corporations like IBM, HP and Dell have identified India as a key focus area. As previously indicated, effective as of the quarter ended December 31, 2013, we ceased manufacturing of ‘Wipro’ branded desktops, laptops and servers.

Our IT Products business segment is subject to seasonal fluctuations. Our revenue in this business segment is driven by the capital expenditure budgets and spending patterns of our clients, who often delay or accelerate purchases in reaction to tax depreciation benefits on capital equipment.

Our quarterly revenue, operating income and profit for the period have varied significantly in the past and we expect that they are likely to vary in the future. You should not rely on our quarterly operating results as an indication of future performance. Such quarterly fluctuations may have an impact on the price of our equity shares and ADSs.

Dividends: Final dividends on common stock are recorded as a liability on the date of declaration by the stockholders and interim dividends are recorded as a liability on the date of declaration by the board of directors.

New accounting standards adopted

We have, effective as of April 1, 2013, adopted the following new accounting standards and amendments to accounting standards, including any consequential amendments to other accounting standards.

Amendment to IAS 1 “Presentation of Financial Statements” This amendment will improve and align the presentation of items of other comprehensive income (“OCI”) in financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). Following the adoption of Amendments to IAS 1, the Company has modified the presentation of OCI in the consolidated statement of comprehensive income to present separately OCI that may be reclassified subsequently to profit or loss from those that will not be. The adoption of amendment to IAS 1 has no impact on the recognised assets, liabilities and comprehensive income of the Company.

Amendment to IFRS 7 “Financial Instruments Disclosures” The amended standard requires additional disclosures where financial assets and financial liabilities are offset in the statement of financial position. These disclosures will provide users with information that is useful in (a) evaluating the effect or potential effect of netting arrangements on an entity’s financial position and (b) analyzing and comparing financial statements prepared in accordance with IFRS and U.S. GAAP.

IFRS 10 “Consolidated Financial Statements (2011).” The new standard establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 replaces the consolidation requirements in SIC-12 “Consolidation—Special Purpose Entities” and IAS 27 “Consolidated and Separate Financial Statements.” IFRS 10 builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements of the parent company. The standard provides additional guidance to assist in the determination of when control exists.

IFRS 12 “Disclosure of Interests in Other Entities” This standard provides comprehensive disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, and special purpose. The objective of the standard is to enable the entities to disclose the significant judgment and assumptions it has made in determining:

i) the nature of its interest in another entity or arrangement, i.e control, joint control or significant influence.

ii) The type of joint arrangement when the joint arrangement is structured through separate vehicle

IFRS 13 “Fair Value Measurement” The new standard defines fair value, sets out in a single IFRS a framework for measuring fair value and requires disclosures about fair value measurements. IFRS 13 applies when other IFRS require or permit fair value measurements. It does not introduce any new requirements to measure an asset or a liability at fair value or change what is measured at fair value in IFRSs or address how to present changes in fair value.

IAS 19 “Employee Benefits (2011)” The new standard has eliminated an option to defer the recognition of gains and losses through re-measurements and requires such gain or loss to be recognized through other comprehensive income in the year of occurrence to reduce volatility. The amended standard requires immediate recognition of effects of any plan amendments. Further it also requires return on assets in profit or loss to be restricted to government bond yields or corporate bond yields, considered for valuation of Projected Benefit Obligation, irrespective of actual portfolio allocations. The actual return from the portfolio in excess of or less than such yields is recognized through Other Comprehensive Income.

New accounting standards not yet adopted

In November 2009, the International Accounting Standards Board (“IASB”) issued the chapter of IFRS 9 “Financial Instruments relating to the classification and measurement of financial assets.” The new standard represents the first phase of a three-phase project to replace IAS 39 “Financial Instruments: Recognition and Measurement” (IAS 39) with IFRS 9 “Financial Instruments” (IFRS 9). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the many different rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial assets (its business model) and the contractual cash flow characteristics of the financial assets. In October 2010, the IASB added the requirement relating to classification and measurement of financial liabilities to IFRS 9. Under the amendment, an entity measuring its financial liability at fair value, can present the amount of fair value change attributable to an entity’s own credit risk in other comprehensive income. Furthermore, the IASB also decided to carry forward unchanged from IAS 39 requirements relating to de-recognition of financial assets and financial liabilities. The effective date for adoption of IFRS 9 is yet to be determined. The Company is evaluating the impact these amendments will have on the Company’s consolidated financial statements.

In December, 2011, the IASB issued an amendment to IAS 32 “Offsetting financial assets and financial liabilities.” The purpose of the amendment is to clarify some of the requirements for offsetting financial assets and financial liabilities on the statements of financial position. This includes clarifying the meaning of “currently has a legally enforceable right to set-off” and also the application of the IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. The amendment is effective retrospectively for fiscal years beginning on or after January 1, 2014. Earlier application is permitted. These amendments are not expected to have a material impact on our consolidated financial statements.

Critical accounting policies

Critical accounting policies are defined as those that in our view are the most important for portrayal of the Company’s financial condition and results and which place the most significant demands on management’s judgment. For a detailed discussion on the application of these and other accounting policies, please refer to Note 3 to the Notes to Consolidated Financial Statements.

While preparing financial statements we make estimates and assumptions that affect the reported amount of assets, liabilities, disclosure of contingent liabilities at the date of financial statements and the reported amount of revenues and expenses for the reporting period. Such critical accounting estimates could change from period to period and have a material impact on the Company’s results of operation, financial position and cash flows. Actual results may differ from estimates. Revision to accounting estimates are recognized in the period in which the estimate is revised and for future periods affected.

Revenue:

We derive revenue primarily from:

•

Software development and maintenance services;

•

BPO services; and

•

Sale of IT and other products.

a)	Services: We recognize revenue when the significant terms of the arrangement are enforceable, services are being delivered and collectability is reasonably assured. The method for recognizing revenues and costs depends on the nature of the services rendered:

(i)

Time and materials contracts: Revenues and costs relating to time and materials contracts are recognized as the related services are rendered.

(ii)

Fixed-price contracts: Revenues from fixed-price contracts, including systems development and integration contracts are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on direct project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. Costs which relate to future activity on the contract are recognized as contract work in progress. If we do not have a sufficient basis to measure the progress of completion or to estimate the total contract revenues and costs, revenue is recognized only to the extent of contract cost incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the income statement in the period in which such losses become probable based on the current contract estimates.

Unbilled revenues represent cost and earnings in excess of billings as at the end of the reporting period. Unearned revenues included in other current liabilities represent billing in excess of revenue recognized.

(iii)

Maintenance contract: Revenue from maintenance contracts is recognized ratably over the period of the contract using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period of time, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion.

In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved to date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term.

b)	Products: Revenue from products are recognized when:

•

we have transferred the significant risks and rewards of ownership to the buyer;

•

continuing managerial involvement usually associated with ownership and effective control have ceased;

•

amount of revenue can be measured reliably;

•

it is probable that economic benefits associated with the transaction will flow to the Company; and

•

costs incurred or to be incurred in respect of the transaction can be measured reliably.

Multiple element arrangements: We allocate revenue to each separately identifiable component of the transaction based on the guidance in IAS 18. We allocate the arrangement consideration to separately identifiable components based on their relative fair values or on the residual method. Fair values are determined based on sale prices for the components when it is regularly sold separately, third-party prices for similar components or on a cost plus basis or an appropriate business-specific profit margin related to the relevant component.

d)	Others: We account for volume discounts and pricing incentives to customers by reducing the amount of discount from the amount of revenue recognized at the time of sale.

Revenues are shown net of sales tax, value added tax, service tax and applicable discounts and allowances. Revenue includes excise duty and shipping and handling costs.

Income tax:

Income tax comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent it relates to items directly recognized in equity, in which case it is recognized in equity.

Current income tax: As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We are subject to tax assessments in each of these jurisdictions. A tax assessment can involve complex issues, which can only be resolved over extended time periods. Though we have considered all these issues in estimating our income taxes, there could be an unfavorable resolution of such issues that may affect results of our operations.

Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted by the reporting date.

Deferred income tax: We recognize deferred income tax using the balance sheet approach. Deferred tax is recognized on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. We recognize a deferred tax asset only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax loss carry forwards can be utilized.

The measurement of deferred tax assets involves judgment regarding the deductibility of costs not yet subject to taxation and estimates regarding sufficient future taxable income to enable utilization of unused tax losses in different tax jurisdictions. We consider the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. All deferred tax assets are subject to review of probable utilization.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

We recognize deferred income tax liabilities for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries and associates where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Others: In addition to the U.S. federal income tax, which can tax at a rate of up to 35% arising from our income attributed to our U.S. branch, we are subject to a 15% branch profit tax in the United States on the “dividend equivalent amount” as that term is defined under U.S. tax law. We have not triggered the branch profit tax and, consistent with our business plan, we intend to maintain the current level of our net assets in the United States and therefore remain below the threshold. Accordingly, we did not record a provision for branch profit tax as of March 31, 2014.

Share based payment transaction:

Our employees receive remuneration in the form of equity instruments issued pursuant to various employee stock option and restricted stock unit option plans for rendering services over a defined vesting period. Equity instruments granted are valued at the fair value of the instrument at the date of grant. Since these are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recorded by a compensating increase to the share based payment reserve, a component of equity.

The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of respective tranches (accelerated amortization). The stock compensation expense is determined based on our estimate of equity instruments that will eventually vest.

In accounting for amortization of stock compensation, we also estimate stock option forfeitures. Any revisions of our estimates could impact our results of operations and our financial position.

Derivative financial instruments

Although our functional currency is the Indian rupee, we transact a significant portion of our business in foreign currencies, particularly the U.S. dollar. The exchange rate between the rupee and the dollar has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of our operations are affected as the rupee fluctuates against the U.S. dollar. Our exchange rate risk primarily arises from our foreign currency revenues, cash balances, payables and debt. We enter into derivative instruments to primarily hedge our forecasted cash flows denominated in certain foreign currencies, foreign currency debt and net investment in overseas operations.

Changes in fair value of derivatives not designated as hedging derivatives and ineffective portions of the hedging instruments are recognized in consolidated statements of income of each period. We assess the hedge effectiveness at the end of each reporting period generally using the dollar offset method.

Hedge ineffectiveness could result from forecasted transactions not happening in the same amounts or in the same periods as forecasted or changes in the counterparty credit rating. Further, changes in the basis of designating derivatives as hedges of forecasted transactions could alter the proportion of derivatives which are ineffective as hedges. Hedge ineffectiveness increases volatility of the consolidated statements of income since the changes in fair value of an ineffective portion of derivatives is immediately recognized in the consolidated statements of income.

As of March 31, 2014, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges or associated with an underlying exposure that did not occur.

Derivatives are recognized initially at fair value and attributable transaction costs are recognized in the statement of income when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

Cash flow hedges: Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized directly in equity to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognized in equity is transferred to the consolidated statement of income upon the occurrence of the forecasted transaction.

Hedges of net investment in foreign operations: We designate derivative financial instruments as hedges of net investments in foreign operations. We have also designated a combination of foreign currency denominated borrowings and related cross currency swaps as hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instrument and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized directly in equity to the extent that the hedge is effective. The cumulative gain or loss previously recognized in equity is transferred to the statement of income upon sale or disposal of the related net investment in foreign operation. To the extent that the hedge is ineffective, changes in fair value are recognized in the statement of income.

Others: Changes in fair value for derivatives not designated as hedging derivatives are recognized in consolidated statements of income of each period.

Business combination, goodwill and intangible assets:

a) Business combination: Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. We exercise judgment in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair values at the date of an acquisition, based on information available at the acquisition date and based on expectations and assumptions that are deemed reasonable by management. Transaction costs incurred in connection with a business combination are expensed as incurred.

The cost of an acquisition also includes the fair value of any contingent consideration. Any subsequent changes to the fair value of contingent consideration classified as liabilities are recognized in the consolidated statement of income.

b) Goodwill: Goodwill is initially measured at cost, calculated by the excess of the cost of the business combination over the Company’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the cost of an acquisition is less than the fair value of the net assets of the business acquired, the difference is recognized immediately in the income statement.

Goodwill is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of the cash-generating unit or groups of cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes.

We use market related information and estimates (generally risk adjusted discounted cash flows) to determine the fair values. Cash flow projections take into account past experience and represent management’s best estimate about future developments. Key assumptions on which management has based its determination of fair value less costs to sell and value in use include estimated growth rates, weighted average cost of capital and tax rates. These estimates, including the methodology used, can have a material impact on the respective values and ultimately the amount of any goodwill impairment, if any.

c) Intangible Assets: Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is fair value as at the date of an acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses.

Intangible assets with finite lives are amortized over the estimated useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and consumed. These estimates are reviewed at least at each financial year end. Intangible assets with indefinite lives are not amortized, but instead tested for impairment at least annually and written down to the fair value as required.

The estimated useful lives of the amortizable intangibles assets are as follows:


Category	Useful life
Customer-related intangibles		2 to 11 years
Marketing related intangibles		20 to 30 years

Other estimates:

We make estimates of the uncollectability of our accounts receivable by analyzing historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required.

We provide for inventory obsolescence, excess inventory and inventories with carrying values in excess of market values based on our assessment of the future demands, market conditions and our specific inventory management initiatives. If market conditions and actual demands are less favorable than our estimates, additional inventory write-downs may be required. In all cases inventory is carried at the lower of historical cost or market value.

Goodwill Impairment Testing

We test goodwill and indefinite life intangibles for impairment annually in accordance with our procedure for determining the recoverable value of such assets. For the purpose of impairment testing, goodwill is allocated to the cash generating unit (“CGU”) representing the lowest level within the group at which goodwill is monitored for internal management purposes, and which is not higher than the group’s operating segment. The recoverable amount of the CGU is the higher of its fair value less cost to sell (“FVLCTS”) and its value-in-use (“VIU”). The FVLCTS of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observed market data. The VIU is determined based on discounted cash flow projections. Key assumptions used by us to determine the VIUs include:

Estimated cash flows for five years based on formal/approved internal management budgets with extrapolation for the remaining period, wherever such budgets were shorter than a 5 year period.

Terminal value arrived by extrapolating the last forecasted year cash flows to perpetuity using long-term growth rates of 5%. These long-term growth rates take into consideration external macroeconomic sources of data. The long-term growth rates used do not exceed that of the relevant business and industry sector.

The discount rates used are based on our weighted average cost of capital as an approximation of the weighted average cost of capital of a comparable market participant, which are adjusted for specific country risks by 16.5%.

VIU is calculated using after tax assumptions. The use of after tax assumptions does not result in a value-in-use that is materially different from the value-in-use that would result if the calculation was performed using before tax assumptions. The after tax discount rate used ranges from 10% to 16%. The before tax discount rate is determined based on the value-in-use derived from the use of after tax assumptions, and ranges from 22.6%.

Based on the above, no impairment was identified as of March 31, 2014, as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as of March 31, 2014 was at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (revenue growth, operating margin, discount rate and long term growth rate) based on reasonably probable assumptions, did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount.

Item 6. Directors, Senior Management and Employees

Directors and Senior Management

Our directors and executive officers, their respective ages and positions as of March 31, 2014 were as follows:


Name	Age		Position
Azim H. Premji		68	Chairman of the Board and Managing Director (designated as “Chairman”)
Dr. Ashok S. Ganguly		78	Director
B. C. Prabhakar		70	Director
Dr. Jagdish N. Sheth		75	Director
Narayanan Vaghul		77	Director
William Arthur Owens		73	Director
Dr. Henning Kagermann		66	Director
Suresh C. Senapaty		57	Chief Financial Officer and Executive Director
M. K. Sharma		66	Director
T. K. Kurien		55	Chief Executive Officer and Executive Director
Shyam Saran		67	Director
Vyomesh Joshi		60	Director
Ireena Vittal		45	Director
Pratik Kumar ⁽¹⁾		48	Executive Vice President – Human Resources

⁽¹⁾

Mr. Pratik Kumar, Chief Executive Officer of Wipro Infrastructure Engineering, a division of Wipro Enterprises Limited, has moved full time to Wipro Infrastructure Engineering with effect from April 1, 2014, and no longer serves as Executive Vice President – Human Resources for the Company as of such date.

As of March 31, 2014, we had ten non-executive directors and three executive directors, of which one executive director is Chairman of our Board. All of the ten non-executive directors are independent directors or independent of management and free from any business or other relationship that could materially influence their judgment. All the independent directors satisfy the criteria of independence as defined under the listing agreement with the Indian Stock Exchanges and the New York Stock Exchange Corporate Governance standards.

The profiles of our directors and executive officers as of March 31, 2014 are set forth below.

Azim H. Premji has served as our Chairman of the Board and Managing Director (designated as “Chairman”) since September 1968. In 2011, Mr. Premji was honored with the Padma Vibhushan award by the Government of India for his contribution in trade and industry. Mr. Premji is a graduate in Electrical Engineering from Stanford University, USA. Mr. Premji also serves as a director of Wipro Enterprises Limited, Wipro GE Health Care Private Ltd., and the Azim Premji Foundation (I) Pvt. Ltd. and in other entities of the Promoter Group.

Dr. Ashok Ganguly has served as a director on our Board since 1999. He is the Chairman of our Board Governance, Nomination and Compensation Committee. He is currently the Chairman of ABP Pvt. Ltd (Ananda Bazar Patrika Group). Dr. Ganguly also currently serves as a non-executive director of Dr. Reddy’s Laboratories Ltd. Dr. Ganguly is on the advisory board of Diageo India Private Limited. Dr. Ganguly is the Chairman of the Board Governance, Nomination and Compensation Committee of the Company, a member of the Nomination, Governance and Compensation Committee and Chairman of the Science, Technology & Operations Committee of Dr. Reddy’s Laboratories Ltd. He is a member of the Prime Minister’s Council on Trade and Industry and the India-USA CEO Council, established by the Prime Minister of India and the President of the USA. Dr. Ganguly is a Rajya Sabha Member. He is a former member of the Board of British Airways Plc from 1996 to 2005 and Unilever Plc/NV from 1990 to 1997 and Dr. Ganguly was formerly the Chairman of Hindustan Unilever Limited from 1980 to 1990. Dr. Ganguly was on the Central Board of Directors of the Reserve Bank of India from 2000 to 2009. In 2006, Dr. Ganguly was awarded the CBE (Hon) by the United Kingdom. In 2008, Dr. Ganguly received the Economic Times Lifetime Achievement Award. Dr. Ganguly received the Padma Bhushan award by the Government of India in January 1987 and the Padma Vibhushan award in January 2009. Dr. Ganguly holds B.Sc (Hons) from University of Bombay and an MS and PhD from the University of Illinois.

B. C. Prabhakar has served as a director on our Board since February 1997. He is also a member of our Audit/Risk and Compliance Committee and Chairman of our Administrative/Shareholders and Investor Grievances Committee. He has been a practicing lawyer since April 1970. Mr. Prabhakar holds a B.A. in Political Science and Sociology and a B.L. from Mysore University, India. Mr. Prabhakar serves as a non-executive director of Automotive Axles Limited, Page Industries Limited and 3M India Limited.

Dr. Jagdish N. Sheth has served as a director on our Board since January 1999. Dr. Sheth has been a professor at Emory University since July 1991. Previously, Dr. Sheth served on the faculty of Columbia University, Massachusetts Institute of Technology, the University of Illinois, and the University of Southern California. Dr. Sheth also serves on the board of Manipal Acunova Ltd. Dr. Sheth holds a B.Com (Honors) from Madras University and a M.B.A. and a Ph.D in Behavioral Sciences from the University of Pittsburgh. Dr. Sheth is also the Chairman of Academy of Indian Marketing Professionals and serves on our Strategy Committee.

Narayanan Vaghul has served as a director on our Board since June 1997. He is the Chairman of our Audit/Risk and Compliance Committee, and a member of the Board Governance, Nomination and Compensation Committee. Mr. Vaghul is also the lead independent director of the Company. He was the Chairman of the Board of ICICI from September 1985 to April 2009. Mr. Vaghul is on the Boards of the following public companies in India and overseas: 1) Mahindra and Mahindra Ltd., 2) Mahindra World City Developers Limited, 3) Piramal Enterprises Limited, 4) Apollo Hospitals Enterprise Limited, and 5) Arcelor Mittal, Luxembourg. Besides this he is on the boards of two private limited companies and several Section 25 companies and public trusts. Mr. Vaghul is the Chairman of the Compensation Committee of Mahindra and Mahindra Limited, Piramal Enterprises Limited and two of its 100% subsidiaries, PHL Finance Private Limited and PHL Capital Private Limited. Mr. Vaghul is Chairman of the Audit Committee of Piramal Enterprises Limited. Mr. Vaghul is a member of the Remuneration Committee of Mahindra World City Developers Limited and Apollo Hospitals Enterprise Limited. Mr. Vaghul holds a Bachelor (Honors) degree in Commerce from Madras University. Mr. Vaghul was the recipient of the Padma Bhushan award by the Government of India in 2010. Mr. Vaghul also received the Lifetime Achievement Awards from Economic Times, Ernst & Young Entrepreneur of the Year Award Program and Mumbai Management Association. He was given an award for the contribution to the Corporate Governance by the Institute of Company Secretaries in 2007.

William Arthur Owens has served as a director on our Board since July 2006. He is also a member of our Board Governance, Nomination and Compensation Committee, and serves as Chairman of our Strategy Committee. He has held a number of senior leadership positions at large multinational corporations. From April 2004 to November 2005, Mr. Owens served as Chief Executive Officer and Vice Chairman of the Board of Directors of Nortel Networks Corporation, a networking communications company. From August 1998 to April 2004, Mr. Owens served as Chairman of the Board of Directors and Chief Executive Officer of Teledesic LLC, a satellite communications company. From June 1996 to August 1998, Mr. Owens served as President, Chief Operating Officer and Vice Chairman of the Board of Directors of Science Applications International Corporation (SAIC), a research and engineering firm. Presently, Mr. Owens is the Chairman of AEA Investors (Asia) Limited in Hong Kong and Vice Chairman of NYX Asia. Mr. Owens serves as a member of the Board of Directors of Polycom Inc., Viasystems, Intelius, Flow Mobile, Yangtze, Humin and is the Chairman of Century Link Inc., a communications company. Mr. Owens holds an M.B.A. (Honors) degree from George Washington University, a B.S. in Mathematics from the U.S. Naval Academy and a B.A. and M.A. in Politics, Philosophy and Economics from Oxford University.

Dr. Henning Kagermann became a director of the Company in October 2009. He served as Chief Executive Officer of SAP AG until 2009. He has been a member of the SAP Executive Board since 1991. He is also President of Acatech (German Academy of Science and Technology) and currently a member of the supervisory boards of Deutsche Bank AG, Munich Re, Deutsche Post, Nokia Corporation, and BMW Group in Germany. Dr. Kagermann also serves on our Strategy Committee. Dr. Kagermann is a professor of Theoretical Physics at the Technical University Braunschweig, Germany and received an honorary doctorate from the University of Magdeburg, Germany.

Suresh C. Senapaty has served as our Chief Financial Officer and Executive Director since April 2008 and served with us in other positions since April 1980. Mr. Senapaty is a member of the Administrative/Shareholders and Investor Grievance Committee of our Company. Mr. Senapaty holds a Bachelors degree in Commerce from Utkal University in India, and is a Fellow Member of the Institute of Chartered Accountants of India. Mr. Senapaty is also on the boards of Wipro GE Healthcare Private Limited and Wipro Enterprises Limited. Mr. Senapaty is Chairman of the Audit/Risk and Compliance Committee and a member of the Administrative/Shareholders and Investor Grievance Committee of Wipro Enterprises Limited.

M. K. Sharma became a director of the Company in July 2011. He is a member of our Audit/Risk and Compliance Committee. He served as Vice Chairman of Hindustan Unilever Limited from 2000 to 2007. He served as a full-time director of Hindustan Unilever Limited from 1995 to 2000. He is currently on the boards of ICICI Lombard General Insurance Co. Limited, Fulford (India) Limited (Indian affiliate of Merck and Co. Inc), Thomas Cook (India) Limited, KEC International Limited, Asian Paints Limited, India Infradebt Limited, Travel Corporation of India Limited, International Paper APPM Limited, Blue Star Limited, Indian School of Business Hyderabad and Anglo Scottish Education Society Limited. Mr. Sharma is a member of the Audit Committee of Fulford (India) Limited, International Paper APPM Limited, Blue Star Limited and Thomas Cook (India) Limited. Mr. Sharma is the Chairman of the Remuneration Committee of Fulford (India) Limited, Member of the Remuneration Committee of

International Paper APPM Limited and Chairman of the Governance and Remuneration Committee of ICICI Lombard General Insurance Co. Ltd. Mr. Sharma is a member of the Shareholder’s Grievance Committee of Thomas Cook (India) Limited. Mr. Sharma holds a Bachelors Degree in Arts and Bachelors of Law Degree from Canning College University of Lucknow. He completed a Post Graduate Diploma in Personnel Management from the Department of Business Management, University of Delhi and Diploma in Labour Laws from Indian Law Institute, Delhi. In 1999, he was nominated to attend the Advance Management Program at Harvard Business School.

T. K. Kurien has served as our Chief Executive Officer and Executive Director since February 2011, and has served with us in other positions since February 2000. T. K. Kurien is a member of the Administrative/Shareholders and Investor Grievance Committee of Wipro Limited. T. K. Kurien is a Chartered Accountant.

Shyam Saran became a director of our Company in July 2010. He is currently Chairman of the National Security Advisory Board of the Government of India. He has been a director of Indian Oil Corporation Limited since March 2012 and ONGC Videsh Limited since June 2012. He is a career diplomat who has served in significant positions in the Indian government for over three decades. He joined the Indian Foreign Service in 1970. He last served as the Special Envoy of the Prime Minister of India from October 2006 to March 2010 specializing in nuclear issues, and he also was the Indian envoy on climate change. Prior to this he was the Foreign Secretary of the Government of India from 2004 to 2006. He also served as the Ambassador of India to Nepal, Indonesia, Myanmar and Mauritius. His diplomatic stints have taken him to Indian missions in Geneva, Beijing and Tokyo. He has been a Fellow of the United Nations Disarmament Program in Geneva, Vienna and New York, U.S.A. Mr. Saran holds a Post Graduate degree in Economics from Patna University, India. Mr. Saran has been honored with the Padma Bhushan award by the Government of India for his contribution in civil services.

Vyomesh Joshi became a director of the Company in October 2012. He is a member of Dean’s Advisory Council at The Rady School of Management, University of California, San Diego. Prior to joining the Company, Mr. Joshi served as the Executive Vice President of Hewlett-Packard’s Imaging and Printing Group. Mr. Joshi joined Hewlett-Packard as a Research and Development engineer and held various management positions in his career with the group. Mr. Joshi was also on the Board of Yahoo for seven years until 2012. Mr. Joshi is also a member of the Board of Directors of Harris Corporation. Mr. Joshi has been featured in Fortune Magazine’s diversity list of most influential people in 2005. Mr. Joshi also serves on our Strategy Committee. Mr. Joshi holds master’s degree in electrical engineering from the Ohio State University.

Ireena Vittal became a director of the Company in October 2013. Ms. Vittal is a former partner with McKinsey & Co. Prior to joining McKinsey & Co., Ms. Vittal worked with Nestle India Limited and with MaxTouch (now Vodafone India Limited). Ms. Vittal serves as a board member of AXIS Bank Limited, Titan Industries Limited, Tata Global Beverages Limited, Godrej Consumer Products Limited, Glaxo Smithkline Consumer Healthcare. The Indian Hotels Company Limited and on the global advisory board of ideo.org. Ms. Vittal also serves as a member of our Audit/Risk and Compliance Committee. Ms. Ireena Vittal is a member of Audit Committee of Godrej Consumer Products Limited, Titan Industries Limited and Glaxo Smithkline Consumer Healthcare Limited and member of HR & Compensation Committee of Godrej Consumer Products Limited. Ms. Vittal has a graduate degree in Electronics from Osmania University and has completed her Masters in Business Administration from the Indian Institute of Management, Calcutta.

Compensation

Director Compensation

Our Board Governance, Nomination and Compensation Committee determines and recommends to our Board of Directors the compensation payable to our directors. All board-level compensation is subject to approval by our shareholders. Each of our non-employee directors receive an attendance fee per meeting of US$333.33 for every Board and Committee meeting they attend. Our directors are reimbursed for travel and out-of-pocket expenses in connection with their attendance at Board and Committee meetings. Additionally, we also compensate non-employee directors by way of commission, which is limited to a fixed sum payable as approved by the Board subject to a maximum of 1% of the net profits of the Company in the aggregate as approved by the shareholders.

During the year ended March 31, 2014, we paid an aggregate of US$860,000 (Rs. 51.6 million) as commission to our non-employee directors.

Details of stock options granted to non-executive directors as of March 31, 2014 and stock options held and exercised by non-executive directors through March 31, 2014 are reported elsewhere in this Item 6 under the section titled “Share Ownership.”

Executive Compensation

The annual compensation of our executive directors is approved by our Board Governance, Nomination and Compensation Committee, within the parameters set by the shareholders at the Annual General Meeting of Shareholders, and the annual compensation of our executive officers is approved by our Board Governance, Nomination and Compensation Committee. Remuneration of our executive officers, including our employee directors, consists of a fixed component, performance bonus and a variable performance linked incentive. The variable performance linked incentive portion is earned under our Quarterly Performance Linked Scheme. This is a variable pay program for all employees, including executive officers, which is deemed to be part of each employee’s salary. Variable payments are made to employees based on the individual or combined performance of the employee’s business unit, division or segment, or the Company as a whole. Generally, the profit targets for each department are set quarterly, and payment amounts vary based on actual achievements. These payments are made on a quarterly basis for all employees except for certain members of senior management who receive payouts on a quarterly basis, which amounts are adjusted at the end of the year based on the performance for the full year.

The following tables present the annual and long-term compensation earned, awarded or paid for services rendered to us for the fiscal year 2014 by our executive directors and members of our administrative, supervisory or management bodies. For the convenience of the readers, the amounts in the below table have been translated into U.S. dollars based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on March 31, 2014 which was Rs. 60 per US$1.00.


Name	Salary and allowances		Commission/ variable pay ⁽¹⁾		Others		Long-term compensation (Deferred Benefit ^(2)&(3))
Azim H. Premji		71,836		1,170,930		268,177		196,244
Suresh C. Senapaty		236,017		196,647		59,735		29,421
Pratik Kumar		217,948		99,633		94,866		29,538
T. K. Kurien		444,988		395,370		188,790		66,374

Azim H. Premji was paid a commission at the rate of 0.3% on incremental net profits of the Company over the previous year computed based on the method approved by the Board Governance, Nomination and Compensation Committee and in accordance with the provisions of the Indian Companies Act, 1956 (the “Companies Act”). All other executives received variable pay under a Quarterly Performance Linked Scheme based on key parameters of individual or combined performance of the business unit, division or segment or the Company as a whole.

Deferred benefits are payable to employees by way of our contribution to the Provident Fund and Pension Fund. The Provident Fund is a statutory fund to which the Company and our employees contribute every month. A lump sum payment on separation and a pension payment on attaining the age of superannuation are payable from the balance standing to the credit of the Fund, as per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.

Under our pension plans, any pension that is payable to an employee is not computed on the basis of final compensation, but on the accumulated pension fund to the credit of the employee as at the date of separation, death, disability or retirement. We annually contribute 15% of Mr. Premji’s basic salary and commission earned for that year to our pension fund for the benefit of Mr. Premji. For all other employees, we contribute 15% of their respective basic salaries to our pension fund for their benefit. These contributions are included in this column.

We operate in numerous countries and compensation for our officers and employees may vary significantly from country to country. As a general matter, we seek to pay competitive salaries in all the countries in which we operate.

There were no options granted to our Chairman and Managing Director in fiscal years 2013 or 2014. Details of stock options granted to executive directors as of March 31, 2014 and stock options held and exercised by executive directors through March 31, 2014 are reported elsewhere in this Item 6 under the section titled “Share Ownership.”

Under the Companies Act, 2013, every listed company is required to disclose remuneration of each director to the median employee’s remuneration and such other details as described in related Rules. The Rules also specify that how median is measured and other additional disclosure.

Board Composition

Our Articles of Association provide that the minimum number of directors on our board of directors shall be four and the maximum number shall be fifteen. As of March 31, 2014, we had thirteen directors on our Board. Our Articles of Association provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these directors must retire from office at each Annual General Meeting of the Shareholders, but each retiring director is eligible for re-election at such meeting. Currently, Mr. Azim H. Premji, Mr. Suresh C. Senapaty and Mr. T. K. Kurien are executive directors. Due to the implementation of the

Companies Act, 2013, independent directors are no longer subject to retirement by rotation and two-thirds of the executive directors are subject to retirement by rotation. Directors who will be subject to re-election at the next Annual General Meeting will be determined based on the clarifications to be obtained from the Ministry of Corporate Affairs, Government of India regarding applicability of these provisions to the election of our directors and their reappointment if subject to retirement by rotation. The position of the terms of such directors are as given below.


Name	Expiration of current term of office	Term of office
Azim H. Premji⁽¹⁾	July 30, 2015	2 years
Dr. Jagdish Sheth⁽²⁾	—	Subject to appointment by Shareholders
Dr. Ashok S. Ganguly⁽²⁾	—	Subject to appointment by shareholders
B. C. Prabhakar⁽²⁾	—	Subject to appointment by shareholders
Narayanan Vaghul⁽²⁾	—	Subject to appointment by shareholders
Ireena Vittal	September 30, 2018	Subject to appointment by shareholders
Vyomesh Joshi	September 30, 2017	Subject to appointment by shareholders
William Arthur Owens ⁽²⁾	—	Subject to appointment by shareholders
Shyam Saran ⁽²⁾	June 30, 2015	Subject to appointment by shareholders
M. K. Sharma ⁽²⁾	June 30, 2016	Subject to appointment by shareholders
Dr. Henning Kagermann⁽²⁾	October 26, 2014	Subject to appointment by shareholders
Suresh C. Senapaty⁽¹⁾	March 31, 2015	Till the age of superannuation
T. K. Kurien⁽¹⁾	January 31, 2016	5 years

⁽¹⁾	Two-thirds of such executive directors are subject to retirement by rotation.

⁽²⁾	Terms subject to retirement by rotation prior to the enactment of the Companies Act, 2013.

Terms of Employment Arrangements and Indemnification Agreements

Under the Companies Act, our shareholders must approve the salary, bonus and benefits of all employee directors at an Annual General Meeting of the Shareholders. Each of our employee directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, performance bonus and benefits including vacation, medical reimbursement and pension fund contributions. These agreements have varying terms ranging from two to five year periods, but either we or the employee director may generally terminate the agreement upon six months’ notice to the other party.

The terms of our employment arrangements with Azim H. Premji, Suresh C. Senapaty, Pratik Kumar and T.K. Kurien provide for up to a 180-day notice period, up to 21 days of leave per year in addition to statutory holidays, and an annual compensation review. Additionally, employees are required to relocate as we may determine, and to comply with confidentiality provisions. Service contracts with our executive directors provide for our standard retirement benefits that consist of a pension and gratuity which are offered to all of our employees, but no other benefits upon termination of employment except as mentioned below.

Pursuant to the terms of Mr. T. K. Kurien’s employment, he is entitled to the following severance payments:

If the Company terminates this Agreement, the Company will communicate the same to the Director who will be eligible for “Severance Benefits” as follows:

12 (twelve) months’ last drawn salary.

The unvested options/RSUs shall vest proportionately to the completed months in service subject to the terms of grant.

In the event the Company terminates Mr. Kurien for cause, such termination shall be with immediate effect and Mr. Kurien will not be eligible for the Severance Benefits specified above.

We also have entered into agreements to indemnify our directors and officers for claims brought under any rule of law to the fullest extent permitted by applicable law. These agreements, among other things, indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as our director or officer, including claims which are covered by the director’s and officer’s liability insurance policy taken by the Company.

Board Committee Information

Audit/Risk and Compliance Committee

The Audit Committee of our Board, which was formed in 1987, reviews, acts on and reports to our Board of Directors with respect to various auditing and accounting matters. The primary responsibilities include overseeing:

•

Auditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders;

•

Compliance with legal and statutory requirements;

•

Integrity of the Company’s financial statements, discussions with the independent auditors regarding the scope of the annual audits, and fees to be paid to the independent auditors;

•

Performance of the Company’s internal audit function, independent auditors and accounting practices,

•

Review of related party transactions and functioning of whistle blower mechanism; and

•

Implementation of the applicable provisions of the Sarbanes Oxley Act of 2002, including review of the progress of internal control mechanisms to prepare for certification under Section 404 of the Sarbanes Oxley Act of 2002.

All members of our Audit/Risk and Compliance Committee are independent non-executive directors who are financially literate. The Chairman of our Audit/Risk and Compliance Committee has accounting or related financial management expertise.

Independent auditors as well as internal auditors always have independent meetings with the Audit/Risk and Compliance Committee and also participate in the Audit/Risk and Compliance Committee meetings.

Our Chief Financial Officer and Executive Director and other corporate officers make periodic presentations to the Audit/Risk and Compliance Committee on various issues.

The Audit/Risk and Compliance Committee is comprised of the following four non-executive directors:

Mr. N. Vaghul - Chairman

Mr. M. K. Sharma, Mr. B. C. Prabhakar and Ms. Ireena Vittal—Members

During fiscal year 2014, our Audit/Risk and Compliance Committee held six meetings including meetings held over teleconferencing. The charter of the Audit/Risk and Compliance Committee is available under the investor relations section on our website at www.wipro.com.

Board Governance, Nomination and Compensation Committee

The Board Governance, Nomination and Compensation Committee, which was reconstituted in 2013, reviews, acts on and reports to our Board of Directors with respect to various governance, nominating and compensation matters. The primary responsibilities include:

•

Developing and recommending to the Board corporate governance guidelines applicable to the Company;

•

Evaluating the Board on a continuing basis, including an assessment of the effectiveness of the full Board, operations of the Board Committees and contributions of individual directors;

•

Establishing policies and procedures to assess the requirements for induction of new members to the Board;

•

Implementing policies and processes relating to corporate governance principles;

•

Ensuring that appropriate procedures are in place to assess Board membership needs and Board effectiveness;

•

Reviewing the Company’s policies that relate to matters of corporate social responsibility, including public issues of significance to the Company and its shareholders;

•

Developing and recommending to the Board for its approval an annual evaluation process of the Board and its Committees,

•

Formulating the Disclosure Policy, its review and approval of disclosures;

•

Determining and approving salaries, benefits and stock option grants to senior management employees and directors of our Company;

•

Approving and evaluating the compensation plans, policies and programs for full-time directors and senior management;

•

Acting as Administrator of the Company’s Employee Stock Option Plans and Employee Stock Purchase Plans drawn up from time to time; and

•

Reviewing the Company’s policies relating to corporate social responsibility matters and public issues of significance to the Company and its stakeholders.

Our Head of Human Resources makes periodic presentations to the Board Governance, Nomination and Compensation Committee on compensation reviews and performance linked compensation recommendations. All members of the Governance, Nomination and Compensation Committee are independent non-executive directors. The Board Governance, Nomination and Compensation Committee is comprised of the following three non-executive directors:

Dr. Ashok S. Ganguly—Chairman

Mr. N. Vaghul, Mr. William Arthur Owens—Members

During fiscal year 2014, our Board Governance, Nomination and Compensation Committee held four meetings. The charter of the Board Governance, Nomination and Compensation Committee is available under the investor relations section on our website at www.wipro.com.

Strategy Committee

The Strategy Committee, formed by the Board in April 2013, reviews, acts on and reports to our Board of Directors with respect to various strategic matters. The primary responsibilities of the Strategy Committee are:

•

Making recommendations to the Board relating to the Company’s mission, vision, strategic initiatives, major programs and services;

•

Ensuring management has established an effective strategic planning process, including development of a three to five year strategic plan with measurable goals and time targets;

•

Annually reviewing the strategic plan for the Company and for each division and entity as well and recommending updates to the Board;

•

Establishing criteria for management to evaluate potential strategic investments, reviewing proposals for acquisition or divestment opportunities for the Company and making appropriate recommendations to the Board, and reviewing post-transaction integration matters;

•

Assisting in the development of a strategic dashboard of key indicators; and

•

Monitoring the organization’s performance against measurable targets (e.g. market share, increase in revenue, or Operating Margin) or progress points (such as emerging technologies).

All members of the Strategy Committee are independent non-executive directors. The Strategy Committee is comprised of the following four non-executive directors:

Mr. William Arthur Owens—Chairman

Dr. Jagdish N. Sheth, Mr. Henning Kagermann and Mr. Vyomesh Joshi—Members

During fiscal year 2014, our Strategy Committee held three meetings.

Employees

As of March 31, 2012, 2013 and 2014, we and our subsidiaries had more than 120,000, 130,000 and 130,000 employees. As of March 31, 2012, 2013 and 2014, more than 20,000, 25,000 and 27,000 of these employees were located outside India. Highly trained and motivated people are critical to the success of our business. To achieve this, we focus on attracting and retaining the best people possible. A combination of strong brand name, a congenial working environment and competitive compensation programs enables us to attract and retain these talented people.

Our human resources department is centralized at our corporate headquarters in Bangalore and functions across all of our business segments. We have implemented corporate-wide recruiting, training, performance evaluation and compensation programs that are tailored to address the needs of each of our business segments.

Our relationship with employees and employee groups are based on mutual trust and respect and we continue to maintain the same spirit at all times.

Recruiting

We hire entry level graduates from both the top engineering and management universities in India, as well as more experienced lateral hires through employee referral programs, advertisements, placement consultants, our website postings and walk-ins. To facilitate employee growth within the Company, all new openings are first offered to our employees. The nature of work, skill sets requirements and experience levels are highlighted to the employees. Applicants undergo the regular recruitment process and, if selected, get assigned to their new roles.

Training

Each of our new recruits must attend an eight week intensive training program when they begin working with us. New or recent graduates must also attend additional training programs that are tailored to their area of technology. We also have a mandatory continuing education program that requires each IT professional to attend at least 40 hours of continuing education classes to improve their understanding and competency with new technologies, as well as to develop leadership and personal self-development skills. We

supplement our continuing education program for existing employees by sponsoring special programs at leading educational institutions, such as the Indian Institute of Management, Bangalore, Birla Institute of Technology and Science, Pilani, Symbiosis Institute of Business Management, Bangalore and others, to provide special skill set training in areas such as business skills and project management to any of our IT professionals who choose to enroll and meet the eligibility criteria of these Institutes.

Performance Evaluations

Employees receive written performance objectives that they develop in cooperation with their respective managers. They are measured against these criteria annually in a formal review process which includes self-reviews and reviews from peers, managers and subordinates.

Compensation

We continually strive to provide our employees with competitive and innovative compensation packages. Our compensation packages include a combination of salary, stock options, pension, and health and disability insurance. We measure our compensation packages against industry standards and seek to match or exceed them. We adopted an employee stock purchase plan in 1984, employee stock option plan in 1999 and 2000 and restricted stock unit option plan in 2004, 2005 and 2007. We have devised both business segment performance and individual performance linked incentive programs that we believe more accurately link performance to compensation for each employee. For example, we link variable compensation to a business segment’s quarterly performance of financial, customer and employee satisfaction objectives.

Share Ownership

The following table sets forth, as of March 31, 2014, for each director and executive officer, the total number of equity shares, American Depositary Shares (“ADSs”) and vested and unexercised options to purchase equity shares and ADSs exercisable within 60 days of March 31, 2014. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The shares beneficially owned by the directors include the equity shares owned by their family members to which such directors disclaim beneficial ownership. The number of shares beneficially owned includes equity shares, equity shares underlying ADSs and the shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2014. Our directors and executive officers do not have a differential voting right with respect to their equity shares, ADSs, or options to purchase equity shares or ADSs. For the convenience of the readers, the stock option grant price has been translated into U.S. dollars based on the certified foreign exchange rates published by Federal Reserve Board of Governors on March 31, 2014, which was Rs. 60.00 per US$1.00. The share numbers and percentages listed below are based on 2,466,317,273 equity shares outstanding as of March 31, 2014.


Name	Equity Shares beneficially owned		Percentage of Total Equity Shares Outstanding		Equity Shares Underlying Options Granted		Exercise Price(US$)		Date of expiration
Azim H. Premji⁽¹⁾		1,812,022,464		73.47		—		—		—
B. C. Prabhakar⁽²⁾		5,000		*		—		—		—
Dr. Jagdish Sheth		—		—		—		—		—
Dr. Ashok S. Ganguly		1,867		*		—		—		—
N. Vaghul		—		—		—		—		—
Suresh C. Senapaty		162,447		*		44,848		0.033		October 2018
Vyomesh Joshi		—		—		—		—		—
T. K. Kurien		175,297		*		20,182 20,182 20,182 84,091		0.033 0.033 8.003 0.033		July 2016 April 2017 April 2017 October 2018
M. K. Sharma		—		—		—		—		—
Dr. Henning Kagermann		—		—		—		—		—
William Arthur Owens		—		—		—		—		—
Shyam Saran		—		—		—		—		—
Ireena Vittal		—		—		—		—		—
Pratik Kumar ⁽³⁾		146,132		*		20,182 44,848		0.033 0.033		July 2016 October 2018

*	Represents less than 1% of the total equity shares outstanding as of March 31, 2014.

⁽¹⁾

Includes 370,956,000 shares held by Hasham Traders (a partnership), of which Mr. Premji is a partner, 452,906,791 shares held by Prazim Traders (a partnership), of which Mr. Premji is a partner, 451,619,790 shares held by Zash Traders (a partnership), of which Mr. Premji is a partner, 187,666 shares held by Napean Trading and Investment Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Regal Investment and Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 187,666 shares held by Vidya Investment and Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 429,714,120 shares held by Azim Premji Trust, of which Azim Premji Trustee Company Private Limited is the trustee company, of which Mr. Premji is a director and sole shareholder of the trustee company, and 95,419,432 shares held jointly by Mr. Premji and members of his immediate family. In addition 10,843,333 shares are held by Azim Premji Foundation (I) Pvt. Ltd. Mr. Premji disclaims beneficial ownership of 10,843,333 shares held by Azim Premji Foundation (I) Pvt. Ltd and 429,714,120 shares held by Azim H Premji Trust.

⁽²⁾	The shares are jointly held with an immediate family member of Mr. Prabhakar.

⁽³⁾

Mr. Pratik Kumar, Chief Executive Officer of Wipro Infrastructure Engineering, a division of Wipro Enterprises Limited, has moved full time to Wipro Infrastructure Engineering with effect from April 1, 2014, and no longer serves as the Executive Vice President – Human Resources for the Company as of such date.

EMPLOYEE STOCK OPTION PLANS

We have various employee stock option and restricted stock unit option plans (collectively referred to as “stock option plans”). Our stock option plans provide for grants of options to eligible employees and directors. Our stock option plans are administered by our Board Governance, Nomination and Compensation Committee (the “Committee”) appointed by our Board of Directors. The Committee has the sole power to determine the terms of the units granted, including the exercise price, selection of eligible employees and directors, the number of equity shares to be covered by each option, the vesting and exercise periods, and the form of consideration payable upon such exercise. In addition, the Committee has the authority to amend, suspend or terminate the stock plan with the approval of the shareholders, provided that no such action may adversely affect the rights of any participant under the plan.

Our stock option plan generally does not allow for the transfer of options and only the optionee may exercise an option during his or her lifetime. The vesting period for the options under the stock option plans range from 12 months to a maximum of 84 months. An optionee generally must exercise any vested options within a prescribed period as per the respective stock option plans generally before the termination date of the stock option plan. A participant must exercise any vested options prior to termination of services with us or within a specified post-separation period ranging from seven days to six months from the date of the separation, depending on the reason for separation. If an optionee’s termination is due to death, disability or retirement, his or her option will fully vest and become exercisable.

In connection with the Demerger and pursuant to the Scheme of Arrangement, each optionee received an additional one employee stock option for every 8.25 employee stock options held as of the record date of the Demerger.

The salient features of our stock plans are as follows:

Name of Plan

Number of
Options ⁽¹⁾

Range of
exercise
prices ⁽²⁾

Effective date

Termination
date

Other remarks

1999 Employee Stock Option Plan

50,000,000

Rs.

171 - 490

July 29,
1999

July 28,
2009

There are no stock options outstanding under this plan

Wipro Employee Stock Option Plan 2000 (2000 Plan)

250,000,000

Rs.

171 - 490

September 15,
2000

September 15,

2020

In the event of our merger with or into another corporation or a sale of substantially all of our assets, each option under this plan, shall be proportionately adjusted to give effect to the merger or asset sale.

Stock Option Plan (2000 ADS Plan)

15,000,000

Rs.

3 - 7

September
2000

September

2010

There are no stock options outstanding under this plan.

Wipro Restricted Stock Unit Plan (WRSUP 2004 plan)

20,000,000

Rs.

June 11,
2004

June 10,
2014

In event of merger of the Company with other corporation or sale of substantially of all our assets, the successor corporation shall either assume the outstanding units or grant equivalent units to the holders. If the successor corporation neither assumes the outstanding units nor grants equivalent units, such outstanding units shall vest immediately, and become exercisable in full.

Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan)

20,000,000

Rs.

0.04

June 11,
2004

June 10,
2014

Wipro employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan)

20,000,000

Rs.

July 21,
2005

July 20,
2015

Wipro employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan)

16,666,667

Rs.

July 18,
2007

July 17,
2017

¹⁾	Adjusted for the two equity shares for every three equity shares stock dividend approved by the shareholders on June 4, 2010.

²⁾	Subject to adjustment for corporate action from time to time.

Wipro Equity Reward Trust

We established the Wipro Equity Reward Trust (“WERT”), in 1984 to allow our employees to acquire a greater proprietary stake in our success and growth, and to encourage our employees to continue their association with us. The WERT, which is administered by a Board of Trustees is designed to give eligible employees the right to receive restricted shares and other compensation benefits at the times and on the conditions that we specify. Such compensation benefits include voluntary contributions, loans, interest and dividends on investments in the WERT and other similar benefits.

Shares from the WERT are issued in the joint names of the WERT and the employee until such restrictions and obligations are fulfilled by the employee. After the four-year vesting period, complete ownership of the shares is transferred to the employee.

If employment is terminated due to death or disability or retirement, the employee’s restricted shares are transferred to his or her legal heirs or continue to be held by the employee, as applicable, and such individuals may exercise any rights to those shares for up to ninety days after employment has ceased. The Trustees of the WERT have the authority to amend or terminate the WERT at any time and for any reason.

Shareholders have, through a postal ballot, approved the issuance of additional shares, in one or more tranches, to the WERT. The Board has the discretion to determine the timing and allotment of such shares, and as of March 31, 2014 has not approved the issuance of additional shares pursuant to the enabling resolution approved by the shareholders.

Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

The following table sets forth certain information regarding the beneficial ownership of our equity shares as of March 31, 2014, of each person or group known by us to own beneficially 5% or more of our outstanding equity shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to such shares. Shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2014, are deemed to be outstanding or to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding or to be beneficially owned for the purpose of computing the percentage ownership of any other person. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned, subject to community property laws, where applicable. The number of shares and percentage ownership are based on 2,466,317,273 equity shares outstanding as of March 31, 2014.


Name of Beneficial Owner	Class of Security		Number of Shares beneficially held as of March 31, 2014		% of Class of total shares outstanding
Azim H. Premji⁽¹⁾		Equity		1,812,022,464		73.47
Hasham Traders		Equity		370,956,000		15.04
Prazim Traders		Equity		452,906,791		18.36
Zash Traders		Equity		451,619,790		18.31
Azim Premji Trust		Equity		429,714,120		17.42

(1)

In connection with the Demerger of the Diversified Business, following March 31, 2014, entities affiliated with Mr. Premji exchanged an aggregate of 54,858,419 equity shares of Wipro for equity shares of Wipro Enterprises Limited. The Azim Premji Trust subsequently transferred an aggregate of 61,000,000 equity shares of Wipro to Pioneer Independent Trust on June 3, 2013.

Our American Depositary Shares (“ADSs”) are listed on the New York Stock Exchange. Each ADS represents one equity share of par value Rs. 2 per share. Our ADSs are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 and, as of March 31, 2014, 1.94% of the Company’s equity shares are held through ADSs by approximately 10,183 holders of record in the United States. As of March 31, 2014, approximately 98.06% of the Company’s equity shares are held by 210,470 holders of record in India.

Our equity shares can be held by Foreign Institutional Investors, or FIIs, and Non-Resident Indians, or NRIs, who are registered with the Securities and Exchange Board of India (“SEBI”), and the Reserve Bank of India (“RBI”). As of March 31, 2014, about 11.17% of the Company’s equity shares were held by these FIIs and NRIs, some of which may be residents or corporate entities registered in the United States and elsewhere. We are unaware of whether FIIs and/or NRIs hold our equity shares as residents or as corporate entities registered in the United States.

Our major shareholders do not have a differential voting right with respect to their equity shares. To the best of our knowledge, we are not owned or controlled directly or indirectly by any government or by any other corporation. We are not aware of any arrangement, the operation of which may at a subsequent date result in a change in control, of our Company.

Related Party Transactions

Terms of Employment Arrangements and Indemnification Agreements: We are a party to various employment and indemnification agreements with our directors and executive officers. See “Terms of Employment Arrangements and Indemnification Agreements” under Item 6 of this Annual Report for a description of the agreements that we have entered into with our directors and executive officers.

Related parties: The Company has relationships with the following related parties:


Name of entity		Nature
Azim Premji Foundation		Entity controlled by Director
Azim Premji Trust		Entity controlled by Director
Hasham Traders (partnership firm)		Entity controlled by Director
Prazim Traders (partnership firm)		Entity controlled by Director
Zash Traders (partnership firm)		Entity controlled by Director
Regal Investment & Trading Company Private Limited		Entity controlled by Director
Vidya Investment & Trading Company private Limited		Entity controlled by Director
Napean Trading & Investment Company Private Limited		Entity controlled by Director
Wipro Enterprises Limited		Entity controlled by Director
Wipro Enterprises Cyprus Limited		Entity controlled by Director
Wipro Singapore Pte Limited		Entity controlled by Director
Wipro Unza Holdings Limited		Entity controlled by Director
Wipro Infrastructure Engineering AB		Entity controlled by Director
Yardley of London Limited		Entity controlled by Director
Wipro Enterprises Netherlands BV		Entity controlled by Director

*Key management personnel*
• Azim Premji		Chairman and Managing Director
• Suresh C. Senapaty		Chief Financial Officer and Executive Director
• T. K. Kurien		Chief Executive Officer and Executive Director
• Dr. Ashok Ganguly		Non-Executive Director
• Narayanan Vaghul		Non-Executive Director
• Dr. Jagdish N Sheth		Non-Executive Director
• P. M. Sinha		Non-Executive Director⁽¹⁾
• B. C. Prabhakar		Non-Executive Director
• William Arthur Owens		Non-Executive Director
• Dr. Henning Kagermann		Non-Executive Director
• Shyam Saran		Non-Executive Director
• M. K. Sharma		Non-Executive Director
• Vyomesh Joshi		Non-Executive Director⁽²⁾
• Ireena Vittal		Non-Executive Director⁽³⁾

*Relative of key management personnel*
Rishad Premji		Relative of the Key management personnel

⁽¹⁾	Up to July 25, 2013

⁽²⁾	With effect from October 1, 2012

⁽³⁾	With effect from October 1, 2013

The Company has the following related party transactions:


Transaction / Balances	Associate						Entities controlled by Directors						Key Management Personnel
Transaction / Balances	2012		2013		2014		2012		2013		2014		2012			2013			2014
Sales of goods and services		Rs. 75		Rs.—		Rs.—		Rs. 12		Rs. 2		Rs. 186		Rs. —			Rs. —			Rs. —
Assets purchased		—		—		—		—		—		66		—			—			—
Interest Expense		—		—		—		—		—		40		—			—			—
Interest Income		—		—		—		—		—		18		—			—			—
Dividend		—		—		—		11,102		10,995		13,733		573	^##		573	^##		765	^##
Royalty Income		98		—		—		—		—		—		—			—			—
Rental Income		—		—		—		—		—		39		—			—			—
Others		—		—		—		3		—		3		—			8			3
Key management personnel^#
Remuneration and short-term benefits		—		—		—		—		—		—		108			152			221
Other benefits		—		—		—		—		—		—		34			30			32
Remuneration to relative of key management personnel		—		—		—		—		—		—		5			8			11
Balances as at the year end
Receivables		16		—		—		1		1,111		617		—			—			—
Payables		—		—		—		—		4,548		1,000		22			60			109

^#	Post employment benefit comprising gratuity, and compensated absences are not disclosed as these are determined for the Company as a whole.

^##	Including relative of key management personnel

The Company has engaged in the following significant transactions with its subsidiaries, listed in Organization Structure” under Item 4, during the years ended March 31, 2013 and 2014:


	(Rs. in millions)
Name of the entity	Sale of services				Purchase of services
Name of the entity	2013		2014		2013		2014
Wipro LLC		4,434		5,270		321		1,672
Infocrossing Inc		472		552		2,335		2,860
Wipro Shanghai Limited		87		71		204		380
Wipro Portugal S. A.		369		17		54		823
Wipro Technologies Austria GmbH		243		150		26		50
Wipro Technologies S.A DE C.V		233		76		154		270
Wipro Information Technology, Netherlands BV		373		401		—		—
Wipro Technologies Limited, Russia		24		37		—		—
Wipro Gallagher Solutions Inc		196		290		10		—
Wipro UK Limited		279		266		416		486
Wipro Holdings UK Limited		339		307		—		—
Wipro Poland Sp Zoo		—		324		281		371
Wipro BPO Philippines LTD. Inc.		—		—		2		106
Wipro Technologies SRL		—		—		1,089		908
Wipro Retail UK Limited		133		181		1,301		76
SAS Wipro France		207		278		—		—
Wipro do Brasil Technologia Ltda		5		6		418		731
Wipro Technocentre (Singapore) Pte Limited		66		69		—		—
Wipro Australia Pty Ltd		13		12		—		—
Wipro Chengdu Limited		76		40		334		358
Wipro Energy IT Services India Private Limited *		267		—		672		—
Wipro Travel Services Limited		—		—		68		59
Wipro Technologies Gmbh		142		295		178		564


	(Rs. in millions)
Name of the entity	Sale of services				Purchase of services
Name of the entity	2013		2014		2013		2014
Wipro (Thailand) Co. Limited		97		290		—		15
Wipro Technology Services Limited*		37		—		—		—
Wipro Airport IT Services		329		367		—		—
Wipro Networks Pte Limited		288		2,923		—		—
Wipro Gulf LLC		40		153		—		4
Wipro Promax Holdings Pty Ltd		78		—		2		—
Wipro Technologies Argentina SA		—		—		44		57
Wipro Europe SARL		3		—		—		13
Wipro Technologies (South Africa) Proprietary Limited		361		1,260		21		77
Planet PSG Pte Limited		54		—		—		—
Wipro Technologies SDN BHD		2		5		—		—
Wipro Promax Analytics Solutions (Europe) Limited		—		—		6		7
Wipro Arabia Limited		—		—		—		16
PT WT Indonesia		—		252		—		—
Wipro Promax Analytics Solutions Pty Ltd		—		130		—		—
Wipro IT Services Poland Sp. z o. o		—		—		—		10
Wipro Outsourcing Services (Ireland) Limited		—		60		—		—
Wipro Technologies Canada Ltd.		—		157		—		—

*	Merged with the Company with effect from April 1, 2013

Please refer to Note 29 to the Consolidated Financial Statements included in this Annual Report on Form 20-F for additional information on related party transactions.

Item 8. Financial Information

Consolidated Statements and Other Financial Information

Please refer to the following financial statements and the Auditor’s Report under Item 18 in this Annual Report for the fiscal year ended March 31, 2014:

•

Report of the independent registered public accounting firm;

•

Consolidated Statements of Financial Position as of March 31, 2013 and 2014;

•

Consolidated Statements of Income for the years ended March 31, 2012, 2013 and 2014;

•

Consolidated Statements of Comprehensive Income for the years ended March 31, 2012, 2013 and 2014;

•

Consolidated Statements of Changes in Equity for the years ended March 31, 2012, 2013 and 2014;

•

Consolidated Statements of Cash Flows for the years ended March 31, 2012, 2013 and 2014; and

•

Notes to the Consolidated Financial Statements.

The financial statements of the Company included in this Annual Report on Form 20-F have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Export Revenue

For the years ended March 31, 2012, 2013 and 2014, we generated Rs. 275,017 million, Rs. 328,410 million and Rs. 391,393 million, or 85%, 87% and 89% of our revenues from continuing operations of Rs. 322,704 million, Rs. 376,882 million and Rs. 437,628 million, respectively, from the export of our products and rendering of services outside of India.

Legal Proceedings

Please also see the section titled “Legal Proceedings” under Item 4 of this Annual Report for this information.

Dividends

Public companies in India typically pay cash dividends even though the amount of such dividends varies from company to company. Under Indian law, a corporation can pay dividends upon a recommendation by the Board of Directors and approval by a majority of the shareholders, who have the right to decrease but not increase the amount of the dividend recommended by the Board of Directors. Under the Indian Companies Act, 2013, dividends may be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits of previous fiscal years. The Companies Act, 2013 contains specific conditions for declaration of dividend out of reserves. The Dividend Rules also clarify that if there is an inadequacy or absence of profits in any year, a company can declare dividend out of surplus subject to compliance of certain conditions as prescribed in the Rules.

During fiscal year 2014, we paid a cash dividend of Rs. 8 per share, including an interim dividend of Rs.3 per share.

On April 17, 2014, we proposed to pay a final cash dividend of Rs.5 (US$ 0.08) per share on our equity shares and ADRs. This proposal is subject to approval by the shareholders of the Company. We expect a dividend payout (including dividend tax) of approximately Rs. 14,427.

Although we have no current intention to discontinue dividend payments, we cannot assure you that any future dividends will be declared or paid or that the amount thereof will not be decreased. Holders of ADSs will be entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the Depositary in rupees and are generally converted by the Depositary into U.S. dollars and distributed, net of depositary fees, taxes, if any, and expenses, to the holders of such ADSs.

Significant Changes

None.

Item 9. The Offer and Listing

Price History

Our equity shares are traded on the BSE Limited (“BSE”) and the National Stock Exchange of India Limited, (“NSE”) (together, the “Indian Stock Exchanges”). Our American Depositary Shares (“ADSs”), as evidenced by American Depositary Receipts, or ADRs, are traded in the U.S. on the New York Stock Exchange, (“NYSE”), under the ticker symbol “WIT”. Each ADS represents one equity share. Our ADSs began trading on the NYSE on October 19, 2000.

As of March 31, 2014, we had 2,466,317,273 issued and outstanding equity shares. As of March 31, 2014, there were approximately 10,146 record holders of ADRs evidencing 47,779,931 equivalent ADSs equity shares. As of March 31, 2014, there were 210,470 record holders of our equity shares listed and traded on the Indian Stock Exchanges.

The following tables set forth for the periods indicated the price history of our equity shares and ADSs on the Indian Stock Exchanges and the NYSE. The stock prices for the prior periods are restated to reflect stock dividend 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$)		Low (US$)
Fiscal Year ended March 31,
2014		610.50		315.30		10.17		5.25		611.00		314.85		10.18		5.24		14.26		6.91
2013		455.80		325.60		8.36		5.97		456.00		295.00		8.36		5.41		11.08		7.56
2012		490.15		310.20		9.63		6.10		490.00		310.50		9.63		6.10		15.39		8.63
2011		499.90		305.20		11.22		6.85		500.00		253.30		11.23		5.69		16.81		7.95
2010		753.00		240.00		16.91		5.39		755.85		240.15		16.97		5.39		24.29		6.90

Quarter ended
March 31, 2014		610.50		528.95		10.17		8.81		611.00		528.70		10.18		8.81		14.26		12.22
December 31, 2013		561.25		465.40		9.35		7.75		561.50		466.65		9.35		7.77		12.66		10.13
September 30, 2013		501.00		341.40		8.35		5.69		500.60		341.50		8.34		5.69		10.7		7.08
June 30, 2013		462.85		315.30		7.71		5.25		463.00		314.85		7.71		5.24		10.35		6.91
March 31, 2013		455.80		385.20		8.36		7.07		456.00		385.10		8.36		7.06		10.14		8.80
December 31, 2012		399.85		335.10		7.33		6.15		399.95		295.00		7.34		5.41		9.25		7.56
September 30, 2012		404.40		325.60		7.42		5.97		404.50		325.30		7.42		5.97		9.39		7.61
June 30, 2012		450.70		378.50		8.27		6.94		451.70		378.70		8.29		6.95		11.08		8.36

Month ended
April 30, 2014		595.50		517.00		9.91		8.61		594.70		517.00		9.91		8.61		13.90		11.72
March 31, 2014		599.90		528.95		9.99		8.81		600.00		528.70		10.00		8.81		14.20		12.73
February 28, 2014		610.50		544.35		10.17		9.07		611.00		544.00		10.18		9.06		14.26		12.40
January 31, 2014		586.65		532.00		9.77		8.86		587.00		531.60		9.78		8.86		13.67		12.22
December 31, 2013		561.25		466.95		9.35		7.78		561.50		466.65		9.35		7.77		12.66		11.30
November 30, 2013		497.45		465.40		8.29		7.75		497.70		468.40		8.29		7.80		11.98		11.01

The US$ figure under BSE and NSE columns denote the share price in rupees converted to U.S. dollar at the rate of exchange of 1 US$ = Rs.60.00 for the year ended March 31, 2014.

Source: www.bseindia.com for BSE data, www.nseindia.com for NSE data and www.finance.yahoo.com for NYSE data.

Plan of Distribution

Not applicable.

Markets

Our equity shares are traded on the BSE Limited, the National Stock Exchange of India Limited, and our ADSs began trading in the U.S. on the New York Stock Exchange on October 19, 2000.

Trading Practices and Procedures on the Indian Stock Exchanges

Trading volume on the National Stock Exchange accounts for a majority of the total trading volume on the Indian Stock Exchanges. Trading on both of these exchanges is accomplished on electronic trading platforms. Trading is done on a two-day fixed settlement basis on all of the exchanges. Any outstanding amount at the end of the settlement period is settled by delivery and payment. However, institutional investors are not permitted to ‘net out’ their transactions and must trade on a delivery basis.

Orders can be entered with a specified term of validity that may last until the end of the session, day or settlement period. Dealers must specify whether orders are for a proprietary account or for a client. The Indian Stock Exchanges specify certain margin requirements for trades executed on the exchange, including margins based on the volume or quantity of exposure that the broker has on the market, as well as market-to-market margins payable on a daily basis for all outstanding trades. Trading on the Indian Stock Exchanges normally takes place from 9:00 a.m. to 3:30 p.m. on all weekdays, except holidays. The Indian Stock Exchanges do not permit carry forward trades. They have separate margin requirements based on the net exposure of the broker on the exchange. The Indian Stock Exchanges also have separate online trading systems and separate clearing houses.

The BSE and NSE were closed on a few occasions, in the interest of protection of investor interests, due to fluctuation in prices caused by various events. On January 22, 2008, the market tumbled in opening trade due to panic selling triggering the market wide circuit filter after the intra-day 10% fall. On November 27, 2008, due to terrorist attacks in the city of Mumbai, the BSE and NSE were closed. On May 18, 2009, circuit filters were breached twice during the day and the market closed for the day upon reaching the 20% trigger point. When the markets hit the upper circuit limit on May 18, 2009, there was just a marginal fall in the index the following day.

The stock exchanges in India now operate on a trading day plus two, or T+2 rolling settlement systems. At the end of the T+2 period, obligations are settled with buyers of securities paying for and receiving securities, while sellers transfer and receive payment for securities. The SEBI is planning to move to a T+1 settlement system.

In order to contain the risk arising out of the transactions entered into by the members in various securities either on their own account or on behalf of their clients, the largest exchanges have designed risk management procedures, which include compulsory prescribed margins on the individual broker members, based on their outstanding exposure in the market, as well as stock specific margins from the members. There are generally no restrictions on price movements of any security on any given day. In order to restrict abnormal price volatility, SEBI has instructed the stock exchanges to apply the following price bands, calculated at the previous day’s closing price as follows.

Index based market wide circuit breaker

Market-wide circuit breakers are applied to the market for movements by 10%, 15% and 20% for two prescribed market indices; the SENSEX for the BSE and the Nifty for the NSE. If any of these circuit breaker thresholds are reached, trading on all equity and equity derivates markets nationwide is halted. This circuit breaker brings about a coordinated trading halt in all equity and equity derivative markets nationwide. The market wide circuit breakers would be triggered by movement of either SENSEX or the NSE S&P CNX Nifty whichever is breached earlier. In the event of a 10% movement of either of these indices, there would be a 1-hour market halt if the movement takes place before 1 p.m. In the event the movement takes place at or after 1 p.m. but before 2:30 p.m. there will be a trading halt for half an hour. In the event the movement takes place at or after 2:30 p.m. there will be no trading halt at the 10% level and the market will continue trading. If there is a 15% movement of either index, there will be a 2-hour market halt if the movement takes place before 1 p.m. If the 15% trigger is reached on or after 1 p.m. but before 2 p.m., there will be a 1 hour halt. If the 15% trigger is reached on or after 2 p.m. the trading will halt for the remainder of the day. In case of a 20% movement of the index, the trading will be halted for the remainder of the day. The percentages are calculated on the closing index value of the quarter. These percentages are translated into absolute points of index variations (rounded off to the nearest 25 points in case of SENSEX). At the end of each quarter, these absolute points of index variations are revised and made applicable for the next quarter.

Listing

The SEBI has promulgated regulations for listing and is governed through circulars issued from time to time by amending the Listing Agreement entered into by listed companies with stock exchanges. The Indian Stock Exchanges monitor the listed companies under the supervision of SEBI.

The National Stock Exchange of India Limited

The market capitalization of the capital markets (equities) segment of the NSE as of March 31, 2014 was approximately US$1.21 trillion. The clearing and settlement operations of the NSE are managed by its wholly-owned subsidiary, the National Securities Clearing Corporation Limited. Funds settlement takes place through designated clearing banks. The National Securities Clearing Corporation Limited interfaces with the depositaries on the one hand and the clearing banks on the other to provide delivery versus payment settlement for depositary-enabled trades. The NSE has approximately 1,500 members.

The BSE Limited

The estimated aggregate market capitalization of stocks trading on the BSE as of March 31, 2014, was approximately US$1.22 trillion. The BSE began allowing online trading in May 1995. The BSE has approximately 1,375 trading members. Only a member of the stock exchange has the right to trade in the stocks listed on the stock exchange.

Derivatives

Trading in derivatives in India takes place either on separate and independent derivatives exchanges or on a separate segment of an existing stock exchange. The derivative exchange or derivative segment of a stock exchange functions as a self-regulatory organization under the supervision of the SEBI.

Depositories

The National Securities Depository Limited and Central Depositary Services (India) Limited are the two depositories that provide electronic depositary facilities for trading in equity and debt securities in India. The SEBI mandates that a company making a public or rights issue or an offer for sale to enter into an agreement with a depository for dematerialization of securities already issued or proposed to be issued to the public or existing shareholders. The SEBI has also provided that the issue and allotment of shares in initial public offerings and/or the trading of shares shall only be in electronic form.

Securities Transaction Tax

A brief description of the securities transaction tax and capital gains treatment under Indian law is provided under the section “Taxation” in Item 10.

Selling Shareholders

Not applicable.

Dilution

Not applicable.

Expenses of the Issue

Not applicable.

Item 10. Additional Information

The Company is subject to the new Indian Companies Act, 2013, which is replacing the prior Indian Companies Act, 1956, with a target date for substantial enforcement of April 1, 2014. However, the implementation of the new legislation has been in stages and partially effective. It is unclear where case law and practice will evolve, so we cannot predict the costs of compliance, or impact or burden on our resources. In addition, many of the provisions of the previous Companies Act, 1956 also continue to be applicable and both legislations are concurrently in operation until the Companies Act, 2013 is completely effective and enforced. On many of the provisions, clarifications are awaited from the Ministry of Corporate Affairs, which will distribute circulars effecting modification in rules or notifications or changes in the Companies Act, 2013. All references in Item 10 to the “Companies Act,” unless otherwise stated, shall refer to the Indian Companies Act, 1956.

Share Capital

Our authorized share capital as of March 31, 2014 is Rs. 5,550,000,000 divided into 2,650,000,000 equity shares of Rs.2/- each and 25,000,000 preference shares of Rs.10/- each. As of March 31, 2014, 2,466,317,273 equity shares, par value Rs. 2 per share were issued, outstanding and fully paid. Pursuant to the approval of the Scheme of Arrangement for merger of Wipro Technology Services Limited and Wipro Energy IT Services India Private Limited with Wipro Limited, the authorized share capital of the company is increased from Rs. 5,550,000,000 to Rs. 6,100,000,000. This change is effective post March 31, 2014. We currently have no convertible debentures or warrants outstanding, except options outstanding under our employee stock option plans.

Memorandum and Articles of Association

Set forth below is a brief summary of the material provisions of our Articles of Association and the Indian Companies Act, 2013, all as currently in effect. Wipro Limited is registered under the Companies Act, with the Registrar of Companies, located in Karnataka, Bangalore, India, as Company No. 20800. The following description of our Articles of Association does not purport to be complete and is qualified in its entirety by the amended Memorandum and Articles of Association of Wipro Limited included as an exhibit to our Form 20-F filed with the Securities and Exchange Commission on June 12, 2013.

Our Articles of Association provide that the minimum number of directors shall be four and the maximum number of directors shall be fifteen. As of March 31, 2014, we have thirteen directors. Our Articles of Association provide that at least two-thirds of our directors shall be subject to retirement by rotation. One third of these directors must retire from office at each Annual General Meeting of the Shareholders. A retiring director is eligible for re-election. Up to one-third of our directors can be appointed as permanent directors. Our Articles of Association do not mandate the retirement of our directors under an age limit requirement. Our Articles of Association do not require our Board members to be shareholders in our company. Under the new Companies Act, 2013 independent directors are not subject to retirement by rotation.

Our Articles of Association provide that any director who has a personal interest in a transaction must disclose such interest, must abstain from voting on such transaction and may not be counted for purposes of determining whether a quorum is present at the meeting.

The remuneration payable to our directors may be fixed by our Board of Directors in accordance with the provisions of the Indian Companies Act, 2013, and the rules and regulations prescribed by the Government of India.

Objects and Purposes of Our Memorandum of Association

The following is a summary of our existing objects as set forth in Section 3 of our Memorandum of Association:

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To undertake and carry on the business of providing all kinds of information technology based and enabled services in India and internationally, electronic remote processing services, eServices, including all types of Internet-based and Web enabled services, transaction processing, fulfillment services, business support services including but not limited to providing financial and related services such as billing services, processing services, database services, data entry business marketing services, business information and management servi