{"url_path":"/sec/wit/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Additional Information","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1123799/0001193125-26-253514-index.html","accession_number":"0001193125-26-253514","cik":"0001123799","ticker":"WIT","issuer_name":"WIPRO LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1123799/0001193125-26-253514-index.html","primary_entity_key":"0001123799","primary_entity_name":"WIPRO LTD"},"word_count":17367,"has_tables":true,"body_markdown":"Item 10. Additional Information\n\nThe Company was originally registered under the Indian Companies Act, 1913, which is now superseded by the Companies Act, 2013. The MCA introduces amendments, from time to time, through circulars, notifications and other methods, effecting modifications to or changes in the Companies Act, 2013.\n\nShare Capital\n\nNot applicable.\n\nMemorandum and Articles of Association\n\nSet forth below is a brief summary of the material provisions of our Memorandum of Association (“MoA”), Articles of Association (“AoA”) and the Companies Act, 2013, all as currently in effect. We are registered with the MCA under the Corporate Identification Number L32102KA1945PLC020800. The following description does not purport to be complete and is qualified in its entirety by the Memorandum of Association, as amended, included as an exhibit to the Form 6-K filed with the SEC on February 28, 2019, as further amended pursuant to the scheme of amalgamation and merger included as an exhibit to the Form 6-K filed with the SEC on November 9, 2023, and the Articles of Association, as amended, included as an exhibit to the Form 6-K filed with the SEC on July 18, 2019. The MoA and AoA of the Company are available at www.wipro.com.\n\nThe Company is organized under the laws of India and operates in accordance with its MoA and AoA, which together set out the Company’s objects, powers, share capital structure, governance framework and internal management processes.\n\nThe MoA defines, inter alia, the Company’s name, registered office, objects and scope of activities, the liability of its members and the authorized share capital. The objects clause permits the Company to carry on the business activities set out therein and to undertake all such acts and actions as are incidental or ancillary to the attainment of those objectives, subject to applicable law.\n\n-80-\n\n[Table of Contents](#toc_page)\n\n \n\nThe AoA governs the internal management of the Company and sets out the rights and obligations of its shareholders, the issuance and transfer of shares (including any restrictions thereon), dividend declarations, variation of rights, and procedures relating to general meetings. The AoA also prescribes provisions relating to the composition, appointment, powers and proceedings of the Board and committees thereof, including matters relating to quorum, voting, delegation of authority and appointment and removal of directors, consistent with the applicable provisions of law.\n\nBoth the MoA and AoA contain provisions enabling the Company to raise capital, borrow funds, create security interests, enter into contracts, and undertake corporate actions, subject to applicable statutory and regulatory requirements. The Company may amend its MoA and AoA from time to time in accordance with the Companies Act, 2013 and other applicable laws, subject to requisite shareholder and regulatory approvals.\n\nOur AoA provides that the minimum number of directors shall be 4 and the maximum number of directors shall be 15. Under the Companies Act, 2013, one-third of the total directors, except independent directors, must retire by rotation from office at each annual general meeting of the shareholders (“AGM”). However, no independent director can hold office for more than two consecutive terms of 5 years each. An independent director is eligible for re-appointment for a second term of 5 years upon passing of a special resolution by the shareholders and such other compliances as may be specified. The Chairman of our Board is not subject to retirement by rotation. Our AoA provide that at least two-thirds of the remaining directors shall be subject to retirement by rotation. Our AoA do not mandate the retirement of our directors under an age limit requirement. Our AoA do not require our Board members to be shareholders in our Company.\n\nOur AoA 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.\n\nThe remuneration payable to our directors is fixed by the Nomination and Remuneration Committee of the Board of Directors and then approved by our Board of Directors and our shareholders in accordance with the provisions of the Companies Act, 2013, and the rules and regulations made thereunder.\n\nObjects and Purposes of Our Memorandum of Association\n\nThe following is a summary of our existing objectives as set forth in Section 3 of our MoA:\n\n•\nTo 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, e-Services, 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 services, training and consultancy services to businesses, organizations, firms, corporations, trusts, local bodies, states, governments and other entities; establishing and operating service processing centers for providing services for back office and processing requirements, marketing, sales and credit collection services for companies engaged in the business of remote processing and IT-enabled services from a place of business in India or elsewhere, contacting and communicating to and on behalf of overseas customers by voice, data image or letters using dedicated international private lines to handle business process management, remote help desk management; and remote management.\n\n•\nTo carry on business in India and elsewhere as a manufacturer, assembler, designer, builder, seller, buyer, exporter, importer, factor, agent, hirer and dealer of computer hardware and software and any related aspects thereof.\n\nBorrowing Power Exercisable by the Directors\n\nThe Board of Directors has the authority to borrow funds up to an aggregate limit of the Company’s paid-up capital, free reserves and securities premium and borrowings beyond this limit will require the approval of the shareholders of the Company.\n\nNumber of Shares Required for Director’s Qualification\n\nDirectors are not required to hold shares in the Company as a pre-requisite to serving on our Board of Directors.\n\nDividends, Bonus Shares and Buyback of Equity Shares\n\nDividends\n\nUnder the Companies Act, 2013, unless our Board of Directors recommends the payment of a dividend, we may not declare a dividend. Similarly, under our AoA, although the shareholders may, at the AGM of the shareholders, approve a dividend in an amount\n\n-81-\n\n[Table of Contents](#toc_page)\n\n \n\nless than that recommended by the Board of Directors, they cannot increase the amount of the dividend. In India, dividends are declared as a fixed sum per share on the company’s equity shares. The dividend recommended by the Board, if any, and subject to the limitations described above, is distributed and paid to shareholders in proportion to the paid-up value of their shares within 30 days of the approval by the shareholders at the AGM. Pursuant to our AoA, our Board of Directors has discretion to declare and pay interim dividends without shareholder approval. An interim dividend is to be paid to the shareholders within 30 days from date of declaration by the Board of Directors. Under the Companies Act, 2013, read with the SEBI Listing Regulations, dividends can only be paid in cash to the registered shareholder as at a record date fixed for this purpose or to his order or his banker’s order.\n\nDuring fiscal year 2026, we declared interim dividends of ₹5 and ₹6 per equity share. The Board recommended the adoption of the aggregate interim dividend of ₹11 per equity share as the final dividend for the year ended March 31, 2026. Thus, the total dividend for the year ended March 31, 2026 was ₹11 per equity share.\n\nThe Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time (“IEPF Rules”), provides that any dividends that remain unpaid or unclaimed for a period of seven consecutive years are to be transferred to the Investor Education and Protection Fund created by the MCA after the stipulated time. The Companies Act, 2013 further stipulates that the underlying shares with respect to those dividends shall also be transferred to the IEPF. Accordingly, during the year ended March 31, 2026, the Company has transferred a total amount of ₹3.50 million (U.S.$ 0.04 million) and 153,511 equity shares to the IEPF.\n\nAlthough 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 Indian 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.\n\nOur Board-approved Capital Allocation and Dividend Distribution Policy is available on the corporate governance page of the Company’s website at www.wipro.com.\n\nBonus Shares (Commonly known as Stock Dividend in the United States)\n\nIn addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act, 2013 permits a company to distribute an amount transferred from the general reserves or other permitted reserves, including a securities premium account, capital redemption reserves and surplus in the company’s statement of income, to its shareholders in the form of bonus shares, which are similar to a stock dividend. Bonus shares are distributed to shareholders in the proportion recommended by the Board of Directors to such shareholders of record on a fixed record date when they are entitled to receive such bonus shares. Any bonus shares issuance would be subject to relevant provisions of the Companies Act, 2013, SEBI guidelines and approval of shareholders.\n\nDuring the year ended March 31, 2026, the Company did not issue any bonus shares to its shareholders.\n\nBuyback of Equity Shares\n\nUnder the Companies Act, 2013, a company can reduce its share capital, subject to fulfillment of conditions. A company is not permitted to acquire its own shares for treasury operations. Public companies which are listed on a recognized stock exchange in India must comply with provisions of the SEBI (Buyback of Securities) Regulations, 2018 (as amended from time to time). Accordingly, the board of directors can approve a buyback of up to 10% of paid-up equity capital and free reserves. In the event the buyback size is above 10% and up to 25% of paid-up equity capital and free reserves, the company is also required to obtain shareholders’ approval. In order for ADS holders to participate in a buyback, they must become direct holders of equity shares as of the record date fixed for the buyback.\n\nDuring the year ended March 31, 2026, the Company did not buyback any equity shares from its shareholders.\n\nIn the recently concluded Board meeting on 16th April, 2026, the Company's Board of Directors approved the buyback proposal, subject to the approval of shareholders through postal ballot, for purchase by the Company of up to 600,000,000 equity shares of ₹ 2 (U.S.$ 0.02*) each (being 5.7% of total paid-up equity share capital) from the shareholders of the Company on a proportionate basis by way of a tender offer at a price of ₹ 250 (U.S.$ 2.71*) per equity share for an aggregate amount not exceeding ₹ 150,000 million (U.S.$ 1,626* million), in accordance with the provisions contained in the SEBI (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. This proposal was approved by the shareholders of the Company by way of a special resolution dated May 21, 2026, passed through postal ballot by e-voting.\n\n*Based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on April 8, 2026, which was ₹ 92.25 per U.S.$ 1\n\n-82-\n\n[Table of Contents](#toc_page)\n\n \n\nConsolidation and Subdivision of Shares\n\nThe Companies Act, 2013 permits a company to split or combine the par value of its shares, provided such split or combination is not made in fractions. Shareholders whose names appear on the register of members as on the relevant record date are entitled to receive the split or combined shares. The Board of Directors is empowered, subject to the applicable provisions of the Companies Act, 2013 and the AoA, to increase, reduce, consolidate or sub-divide the share capital of the Company. The Board of Directors is also authorized to divide the share capital into several classes of shares and to attach thereto such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by, or in accordance with, the AoA. Further, where the share capital of the Company is divided into different classes of shares, the Board of Directors has the authority, in such manner as may be permitted by the Companies Act, 2013, the AoA or the terms of issue, to vary, modify, affect, extend, abrogate or surrender any such rights, privileges or conditions, but not otherwise. The Company did not undertake any consolidation or sub-division of its shares during the year ended March 31, 2026.\n\nPreemptive Rights, Issue of Additional Shares and Distribution of Rights\n\nThe Companies Act, 2013 gives equity shareholders the right to subscribe for new shares in proportion to their respective existing shareholding unless otherwise determined by a special resolution passed by a general meeting of the shareholders, and the right to renounce such subscription right in favor of any other person. Holders of ADSs may not be permitted to participate in any such offer.\n\nIf we ever plan to distribute additional rights to purchase our equity shares, we will give prior written notice to the Depositary and we will assist the Depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.\n\nThe Depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, subject to all of the documentation contemplated in the Deposit Agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The Depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new equity shares directly, rather than new ADSs.\n\nThe Depositary will not distribute the rights to you if:\n\n•\nwe do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;\n\n•\nwe fail to deliver satisfactory documents to the Depositary; or\n\n•\nit is not reasonably practicable to distribute the rights.\n\nThe Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders in the same manner as in cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.\n\nVoting Rights\n\nThe Companies Act, 2013 provides for listed companies like ours to compulsorily provide for electronic voting by its members. The timelines and procedure for such voting are provided for in Companies (Management and Administration) Rules, 2014 with the necessary clarifications and applicability of the rules provided by the MCA. Our procedures comply with such rules and provide the opportunity for electronic voting by shareholders.\n\nLiquidation Rights\n\nSubject to the rights of creditors, employees and the holders of any preference shares are entitled by their terms to preferential repayment over the equity shares, if any, in the event of our winding-up and the holders of equity shares are entitled to be repaid in proportion to the amounts of paid up capital or credited as paid up on those equity shares. All surplus assets remaining after payments to the holders of any preference shares at the commencement of winding-up shall be paid to holders of equity shares in proportion to their shareholdings.\n\n-83-\n\n[Table of Contents](#toc_page)\n\n \n\nPreference Shares\n\nPreference shares have preferential dividend and liquidation rights. Preference shares may be redeemed if they are fully paid, and only out of our profits, or out of the proceeds of the sale of shares issued for purposes of such redemption. Holders of preference shares do not have the right to vote at shareholder meetings, except on resolutions which directly affect their rights i.e., any resolution for the winding up of the Company or for the repayment or reduction of its equity or preference share capital, etc. However, holders of preference shares have the right to vote on every resolution at any meeting of the shareholders if the dividends due on the preference shares have not been paid, in whole or in part, for a period of at least two years prior to the date of the meeting. As at March 31, 2026, we had no preference shares issued and/or outstanding.\n\nRedemption of Equity Shares\n\nUnder the Companies Act, 2013, unlike preference shares, equity shares are not redeemable.\n\nSinking Fund Provisions\n\nNot applicable.\n\nLiability to Further Capital Calls by the Company\n\nNot applicable.\n\nDiscriminatory Provisions in Articles\n\nThere are no provisions in our AoA discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.\n\nAlteration of Shareholder Rights\n\nUnder the Companies Act, 2013, the rights of any class of shareholders can be altered or varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class if the provisions with respect to such variation are contained in the MoA or AoA, or in the absence of any such provision in the MoA or AoA, if such variation is not prohibited by the terms of issue of the shares of that class.\n\nUnder the Companies Act, 2013, the AoA may be altered by holders of equity shares only by way of a special resolution.\n\nMeeting of Shareholders\n\nWe must convene an AGM within six months after the end of each fiscal year ending on March 31, or within 15 months of the previous AGM, whichever is earlier, and may convene an extraordinary general meeting of equity shareholders as and when necessary or at the request of a shareholder(s) holding at least 10% of our paid up capital carrying voting rights. As per the provisions of the SEBI Listing Regulations, the top 100 listed entities in India, ranked by market capitalization which is determined as on March 31 of each financial year, must hold an AGM within five months from the end of such financial year and provide a one-way live webcast of the proceedings of the AGM. Our AGM is generally convened on a date and time as decided by our Board of Directors. Written notice setting out the agenda of the meeting must be given at least 21 clear days in advance of AGM, either through electronic communication or hard copy mail, excluding the days of mailing and date of the meeting, to all the shareholders as of a specified record date. Shareholders who are registered as shareholders on a pre-determined date are entitled to receive such notice and to attend and vote either by themselves or through their proxies (in case of individual shareholders only). The AGM must be held at our registered office or at such other place within the same city in which the registered office is located. Meetings other than the AGM may be held at any other place within India, if so determined by our Board of Directors. The Companies Act, 2013 provides that a quorum for an AGM is the presence of at least thirty shareholders in person. Additionally, shareholder consent for certain items or special business is required to be obtained by way of a postal ballot through remote e-voting process. In order to obtain the shareholders’ consent, our Board of Directors appoints a scrutinizer, who is not in our employment, who, in the opinion of the Board, can conduct the postal ballot voting process in a fair and transparent manner in accordance with the provisions of Companies (Management and Administration) Rules, 2014. However, any item of business required to be transacted by way of a postal ballot may also be transacted at a general meeting of the company which is required to provide facility to shareholders to vote by electronic means in a general meeting. The Companies Act, 2013 and the SEBI Listing Regulations provide for electronic voting in shareholders’ meetings for all listed companies. Shareholders will be able to vote electronically based on the user ID and password provided to them by their respective depositories or depository participants. Accordingly, we may choose to transact such items either through postal ballot or at a general meeting.\n\n-84-\n\n[Table of Contents](#toc_page)\n\n \n\nSince 2020, the MCA and SEBI issued various relaxations to listed companies, such as allowing listed companies to conduct extraordinary general meetings and AGMs through video conferencing or other audiovisual means and consideration of attendance of shareholders through video conferencing or other audiovisual means for the purposes of reckoning quorum, among other things.\n\nThe Company typically conducts its AGM in July every year.\n\nMergers and Acquisitions\n\nMergers and acquisitions are an integral part of our business strategy because acquisitions help us leapfrog in strategic areas and capture high-demand high-potential market opportunities. Our goal is to fast-track capability building in emerging areas and accelerate our access and footprint in identified markets. With a strong post-merger integration focus, we are committed to driving synergies and effectively integrating acquisitions.\n\nDuring the year ended March 31, 2024, our Board of Directors approved a scheme of amalgamation, pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, for the merger of the following wholly-owned subsidiaries with and into Wipro Limited:\n\ni.\nWipro HR Services India Private Limited;\n\nii.\nWipro Overseas IT Services Private Limited;\n\niii.\nWipro Technology Product Services Private Limited (formerly known as Encore Theme Technologies Private Limited);\n\niv.\nWipro Trademarks Holding Limited; and\n\nv.\nWipro VLSI Design Services India Private Limited.\n\nThe Hon’ble National Company Law Tribunal (the “NCLT”), Bengaluru Bench, vide its order dated June 6, 2025, approved the scheme of amalgamation as aforesaid. The Appointed Date of the Scheme is April 1, 2025. The Company received intimation of the said order on June 11, 2025.\n\nAudit and Annual Report\n\nAt least twenty-one clear days before the AGM (excluding the days of mailing and date of the meeting), we are required to distribute to our shareholders audited annual financial statements including consolidated financial statements and the related reports of our Board of Directors and the auditors, together with a notice convening the AGM. The SEBI permits distribution of abridged financial statements to shareholders in India in lieu of complete versions of financial statements. Under the Companies Act, 2013, a company must file its financial statements, including the balance sheet and annual statement of profit and loss account and consolidated financial statements presented to the shareholders within 30 days of the conclusion of the AGM.\n\nAfter the global COVID-19 pandemic, SEBI permitted listed companies to send copies of its financial statements (including the Board’s report and auditor’s report) and other documents required to be attached therewith, only by email to shareholders.\n\nA company must also file an annual return containing a list of the company’s shareholders and other company information within 60 days of the conclusion of the AGM.\n\nLimitations on the Rights to Own Securities\n\nThe limitations on the rights to own securities imposed by Indian law, including the rights of non-resident or foreign shareholders to hold securities, are discussed in Item 10 of this Annual Report on Form 20-F, under the sections titled “Investment by NRIs”, “Investment by Foreign Portfolio Investors”, “Investment by Foreign Venture Capital Investors” and “Overseas Direct Investment (ODI)” and is incorporated herein by reference.\n\nVoting Rights of Deposited Equity Shares Represented by ADSs\n\nAs soon as practicable after receipt of notice of any meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights. The Depositary shall then mail to the holders of ADSs a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials, (b) that each holder on the record date set by the Depositary therefore will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such holders of ADSs, and (c) the manner in which such instruction may be given, including instructions to give discretionary proxy to a person designated by us.\n\n-85-\n\n[Table of Contents](#toc_page)\n\n \n\nOn receipt of the aforesaid notice from the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their ADSs. For such instructions to be valid, the Depositary must receive them on or before the specified record date.\n\nThe Depositary will make all reasonable efforts, and subject to the provisions of Indian law, our Memorandum and AoA, to vote or to have its agents vote the shares or other deposited securities as per our ADS holders’ instructions. The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise any voting discretion.\n\nNeither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect of any vote. There is no guarantee that our shareholders will receive voting materials in time to instruct the Depositary to vote and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.\n\nRegister of Shareholders; Record Dates; Transfer of Shares\n\nWe maintain a register of our shareholders holding equity shares in electronic form through the National Securities Depository Limited and the Central Depository Services (India) Limited and of our shareholders holding equity shares in physical form through our registrar and share transfer agents i.e., KFin Technologies Limited. For the purpose of determining the shareholders entitled to annual dividends, if any, a record date or date of closure of transfer books is determined prior to the AGM of the shareholders. The Company is required to intimate the record date to all the stock exchanges where it is listed, inter alia, for the following purposes: the declaration of dividends, issuances of rights shares to equity holders or bonus issues, issuances of shares for conversion of debentures or any other convertible security, corporate actions such as mergers, demergers, splits and bonus shares, and buybacks. The SEBI Listing Regulations require us to give at least three working days’ prior notice to the stock exchanges before such record date, excluding the date of intimation and the record date. Additionally, the SEBI Listing Regulations prescribe that the Company shall ensure the time gap of at least five working days between two record dates.\n\nShares held through depositaries are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by SEBI. The requirement to hold the equity shares in book entry form will apply to the ADS holders when the equity shares are withdrawn from the depositary facility upon surrender of the ADSs. In order to trade the equity shares in the Indian market, the withdrawing ADS holder will be required to comply with the procedures described above.\n\nThe equity shares of a public company are freely transferable, subject to the provisions of Sections 56 and 58 of the Companies Act, 2013.\n\nPursuant to Section 59(4) of the Companies Act, 2013, if a transfer of shares contravenes any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or the Companies Act, 2013, or the regulations issued thereunder, or the Insolvency and Bankruptcy Code, 2016 or any other Indian laws in force at the time, the NCLT may, on application made by the Company, a depositary incorporated in India, an investor, SEBI or other parties, direct the rectification of the register of records.\n\nIn accordance with the proviso to Regulation 40(1) of the SEBI Listing Regulations (as amended), effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depositary. Shareholders may, however, tender such physical shares in an open offer, buyback through tender offer and exit offer in case of voluntary or compulsory delisting.\n\nDisclosure of Ownership Interest\n\nSection 89 of the Companies Act, 2013 requires, inter alia, beneficial owners of shares of Indian companies who are not holders of record to declare to the company details of the beneficial ownership. Section 90 of the Companies Act, 2013 requires, inter alia, a significant beneficial owner (as defined therein) to submit necessary declarations to the company regarding the details of ownership interests held in that company. Further, every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require such individual to comply with the applicable provisions. Detailed guidelines with regard to declaration and filing of beneficial ownership details have been prescribed under the Companies (Significant Beneficial Owners) Rules, 2018 and Companies (Management and Administration) Rules, 2014, as amended from time to time.\n\nA significant beneficial owner means every individual who, acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in the reporting company: a) holds indirectly, or together with any direct holdings, not less than 10% of the shares; b) holds indirectly, or together with any direct holdings, not less than 10% of the voting rights in the shares; c) has the right to receive or participate in not less than 10% of the total distributable dividend or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings; or d) has the right to exercise, or actually exercises, significant influence or control, in any manner other than through direct holdings alone, over the company.\n\n-86-\n\n[Table of Contents](#toc_page)\n\n \n\nProvisions on Changes in Capital\n\nOur authorized capital can be altered by an ordinary resolution of the shareholders. The additional issue of shares is subject to the preemptive rights of the shareholders and provisions governing the issue of additional shares are discussed in Item 10 of this Annual Report on Form 20-F. In addition, a company may increase its share capital, consolidate its share capital into shares of larger face value than its existing shares or sub-divide its shares by reducing their par value, subject to an ordinary resolution of the shareholders.\n\nSimilarly, changes to paid-up equity share capital can be brought about through right issues, bonus issues, allotment of shares exercised under ESOPs, buyback of shares, or other corporate actions.\n\nIndependent Directors Databank\n\nIn October 2019, the MCA introduced the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and amended the Companies (Appointment and Qualification of Directors) Rules, 2014, effective December 1, 2019. The amendments mandate that existing Independent Directors, as well as those aspiring to become Independent Directors, apply online for inclusion of their name in the Independent Directors Databank and undergo an online proficiency self-assessment test within a period of two years. The MCA has, from time to time, exempted various categories of Independent Directors from the requirement to undergo the self-assessment test.\n\nThe Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 authorized the Indian Institute of Corporate Affairs as the institute responsible for the creation and maintenance of the online databank, empanelment of existing and aspiring independent directors and for providing a platform for them to acquire knowledge, develop new skills, assess their understanding and apply best practices.\n\nCompliance requirement relaxations by MCA during the year ended March 31, 2026\n\nDuring the year, the MCA introduced certain relaxations and amendments to the compliance framework under the Companies Act, 2013. Pursuant to its General Circular dated September 22, 2025, the MCA permitted companies to continue conducting AGMs through video conferencing (“VC”) or other audio‑visual means (“OAVM”) until further orders, in accordance with the framework prescribed under earlier MCA circulars.\n\nThe MCA also clarified that companies may continue to convene Extraordinary General Meetings (“EGMs”) through VC/OAVM or transact items by way of postal ballot, subject to compliance with the prescribed conditions. It was expressly clarified that these relaxations do not extend the statutory timelines for holding AGMs under the Companies Act, 2013, and companies continue to remain liable for any non‑compliance with the applicable timelines.\n\nMCA amendments during the year ended March 31, 2026\n\nThe key amendments introduced during the year are summarized below:\n\ni.\nIn September 2025, the MCA amended the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The amendment, notified on September 8, 2025, expands the categories of companies and schemes eligible for the fast‑track merger process and revises certain procedural requirements. This amendment reflects the intent to reduce the burden on the NCLT and enable faster corporate restructurings.\n\nii.\nPursuant to a notification dated December 1, 2025, the MCA amended the Companies (Specification of Definition Details) Rules, 2014. Under this amendment, a company is classified as a “small company” if its paid‑up share capital does not exceed ₹10 crore and its turnover does not exceed ₹100 crore, in line with Section 2(85) of the Companies Act, 2013. This change increases the eligibility limits for small companies and allows a larger number of entities to avail statutory exemptions and reduced compliance requirements under the Companies Act, 2013.\n\nCorporate Social Responsibility\n\nThe Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the “CSR Rules”), requires that companies meet certain thresholds of net worth, turnover or net profits to constitute a CSR Committee and to spend 2% of the company’s average profits, before taxes for the previous three fiscal years, on certain identified areas of CSR. This requirement became effective April 1, 2014. We have complied with this requirement, and a detailed report on CSR will form part of the Annual Report of the Company for fiscal year 2026.\n\nWipro’s Board-approved CSR policy is available on the corporate governance section of the Company’s website at www.wipro.com.\n\n-87-\n\n[Table of Contents](#toc_page)\n\n \n\nInvestor Education and Protection Fund (IEPF)\n\nThe MCA, vide its notification dated September 9, 2024, notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2024. These rules mandate all companies to take a special contingency insurance policy from an insurance company towards the risk arising out of claims filed by investors in respect of e-verification report submitted by the company. In line with this requirement, the Company has procured the Insurance policy.\n\nRelated Party Transactions – Companies Act, 2013 perspective\n\nPursuant to Section 188 of the Companies Act, 2013, certain related party transactions require approval of a company’s board of directors, as well as the approval of its shareholders if they exceed certain prescribed threshold limits. However, these requirements will not apply if the related party transactions are in the ordinary course of business and at arm’s length. The proviso to Section 177 of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2015 provides that the Audit Committee can approve the related party transactions on an omnibus basis for the fiscal year. In case of transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the AGM for approval, no prior approval of Board and Shareholders will be required, provided such transactions are in the ordinary course of business and at an arm’s length basis. Disclosure of related party transactions is required to be included in the Board’s Report along with justification for entering into such contracts and arrangements.\n\nRule 6A of Companies (Meetings of Board and its Powers), Rules, 2014 provides that, in approving related party transactions, the Audit Committee shall consider the need for omnibus approval for transactions of repetitive nature, and omnibus approval shall contain or indicate the nature and duration of the transaction, and whether the transactions are in the ordinary course of business and are at an arm’s length price, amongst other requirements.\n\nUnder the Companies Act, 2013, where any contract or arrangement is entered into by a director or any other employee, without obtaining the consent of the Audit Committee or Board or approval by an ordinary resolution in the general meeting and if it is not ratified by the Audit Committee or Board or shareholders at a meeting, as the case may be, within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Audit Committee or the Board or the shareholders, as the case may be.\n\nThe abridged policy on related party transactions, as amended, is available on the website of the Company at www.wipro.com.\n\nMaterial Contracts\n\nWe are a party to various employment arrangements with our executive directors and executive officers. See “Terms of Employment Arrangements” under Item 6 of this Annual Report on Form 20-F for a further description of the employment arrangements and indemnification agreements that we have entered into with our directors and executive officers.\n\nTransfer of ADSs and Surrender of ADSs\n\nA person resident outside India may transfer the ADSs held in Indian companies to another person resident outside India without any permission. An ADS holder is permitted to surrender the ADSs held by him in an Indian company and to receive the underlying equity shares under the terms of the Deposit Agreement. Under Indian regulations, the re-deposit of these equity shares with the depositary to ADSs may not be permitted.\n\nDepository Receipts Scheme 2014\n\nThe Ministry of Finance enacted the new Depository Receipt Scheme, 2014 (“2014 Scheme”) which replaced the Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993. Below is a brief summary of some of the key provisions.\n\nThere are certain relaxations provided under the 2014 Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs or GDSs. However, such conversion is subject to compliance with the provisions of the 2014 Scheme and the periodic guidelines issued by the regulatory authorities. Therefore, ADSs converted into Indian shares may be converted back into ADSs, subject to certain limits of sectorial caps.\n\nUnder the 2014 Scheme, the foreign depository may take instructions from holders of depositary receipts (“DRs”) to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the 2014 Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories\n\n-88-\n\n[Table of Contents](#toc_page)\n\n \n\nfor issue of DRs, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999 (“FEMA”).\n\nThe Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” was introduced to define equity shares of the Company held by the public to include shares underlying DRs if the holder of such DRs has the right to issue voting instruction and such DRs are listed in international stock exchange in accordance with the 2014 Scheme.\n\nConditions for issuance of ADSs or GDSs outside India by Indian Companies\n\nEligibility of issuer: An Indian Company, which is not eligible to raise funds from the Indian Capital Market including a company which has been restrained from accessing the securities market by SEBI will not be eligible to issue ADSs or GDSs apart from Foreign Currency Convertible Bonds (“FCCB”).\n\nEligibility of subscriber: Overseas Corporate Bodies (“OCBs”) who are not eligible to invest in India through the portfolio route and entities prohibited to buy, sell or deal in securities by SEBI will not be eligible to subscribe to (i) FCCB and (ii) ADSs or GDSs.\n\nFramework for issuance of DRs\n\nSEBI introduced a framework for issuance of DRs by companies listed or to be listed in India (“DR Framework”), through its circular dated October 10, 2019. The DR Framework, as amended from time to time, sets out requirements for issuance of depository receipts in addition to the requirements under the Companies Act, 2013 and rules thereunder, the Depository Receipts Scheme, 2014 and the foreign exchange regulations.\n\nThrough its circular dated December 18, 2020, SEBI provided certain relaxations to NRIs in respect of holding of DRs issued by India-listed companies.\n\nSEBI Listing Regulations\n\nThe SEBI Listing Regulations were notified on September 2, 2015 to replace the listing agreement and were implemented from December 1, 2015. The SEBI Listing Regulations consolidate and streamline the provisions of existing listing agreements for different segments of the capital markets (i.e., equity, non-convertible debt securities, non-convertible redeemable preference shares, Indian DRs and securitized debt instruments and units issued by mutual fund schemes). It lays down provisions for transparency and fair disclosures by all Indian-listed companies. Amendments to the SEBI Listing Regulations have been made from time to time to reinforce compliance and protect the interest of investors.\n\nDuring the year ended March 31, 2026, SEBI introduced the following amendments to the SEBI Listing Regulations:\n\ni.\nSEBI, vide its circular dated April 1, 2025, clarified the interpretation of the term “level” used in Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in relation to the positioning of the Compliance Officer. It was reiterated that the Compliance Officer must be a whole‑time employee of the listed entity, designated as Key Managerial Personnel, and positioned not more than one level below the Board of Directors. In this regard, “one level below the Board” refers to one level below the Managing Director or Whole‑time Director(s) who are part of the Board. In cases where the listed entity does not have a Managing Director or Whole‑time Director, the Compliance Officer is required to be positioned not more than one level below the Chief Executive Officer, Manager, or any individual heading the day‑to‑day affairs of the entity, thereby providing clarity and uniformity on the seniority and organizational placement of the Compliance Officer.\n\nii.\nSEBI, vide its circular dated June 26, 2025, issued revised Industry Standards outlining the minimum information to be shared with the Audit Committee and shareholders while seeking approval for related party transactions, in line with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The revised standards are aimed at ensuring that information provided for such approvals is clear, consistent and sufficient to enable informed decision‑making. The updated framework replaces the earlier disclosure requirements and seeks to improve transparency, uniformity and overall governance in the approval of related party transactions.\n\niii.\nSEBI, vide its circular dated October 13, 2025, provided a calibrated relaxation in the information required to be placed before the Audit Committee and shareholders for approval of related party transactions, with the objective of reducing compliance burden while maintaining adequate governance safeguards. Under the revised approach, disclosure requirements are linked to the value of the transaction, higher‑value transactions continue to require detailed disclosures, while lower‑value transactions are subject to simplified or minimum information requirements, and very small transactions are exempted altogether. This proportionate framework is intended to ease procedural requirements for routine transactions and enable more efficient approvals, without compromising transparency and shareholder protection.\n\n-89-\n\n[Table of Contents](#toc_page)\n\n \n\nRelated Party Transactions – SEBI Listing Regulations perspective\n\nUnder the SEBI Listing Regulations, related party transactions are covered under various Regulations and Schedules. These are as follows:\n\n•\nRegulation 2(1)(zb) of the SEBI Listing Regulations– Definition of Related Party;\n\n•\nRegulation 2(1)(zc) of the SEBI Listing Regulations– Definition of Related Party Transactions; and\n\n•\nRegulation 23 of the SEBI Listing Regulations read with Schedule V– Provisions of Related Party Transactions.\n\nRegulation 23 of the SEBI Listing Regulations requires every listed entity to formulate a policy on materiality of related party transactions and on dealing with such related party transactions duly approved by the Board. Such policy shall be reviewed by the Board at least once every three years.\n\nSEBI, vide its notification dated November 18, 2025, amended the rules governing related party transactions with the intention of making the approval and disclosure framework more balanced, transparent and practical. One of the key changes is the replacement of the earlier single materiality threshold with a turnover‑linked, slab‑based approach as set out in the table below. Under this revised system, the threshold for identifying important or “material” transactions now varies based on the size of the listed entity, with an overall monetary cap, ensuring that larger companies are subject to proportionate scrutiny while avoiding an excessive compliance burden on smaller entities. The revised framework provides for the following:\n\n \n\nAnnual Consolidated Turnover of Listed Entity\n\nMateriality Threshold for RPTs\n\nUp to ₹20,000 crore\n\n10% of annual consolidated turnover\n\nMore than ₹20,000 crore and up to ₹40,000 crore\n\n₹2,000 crore plus 5% of the turnover exceeding ₹20,000 crore\n\nMore than ₹40,000 crore\n\n₹3,000 crore plus 2.5% of the turnover exceeding ₹40,000 crore, subject to an overall cap of ₹5,000 crore\n\nThe amendments also strengthen oversight over transactions carried out through subsidiaries. Where a listed company is not directly a party to a transaction undertaken by its subsidiary, prior approval is required beyond specified limits, and additional clarity has been provided on how thresholds should be assessed where a subsidiary does not yet have sufficient audited financial history. Further, SEBI has clarified the validity period of shareholder omnibus approvals for material related party transactions and expressly stated that references to a holding company apply only in the context of a listed holding company.\n\nIn addition, certain procedural and disclosure‑related relaxations have been introduced. These include flexibility in how annual report disclosures may be made, revised timelines for submission of reports to stock exchanges and debenture trustees, and simplified modes of communication with non‑convertible debenture holders through electronic means instead of physical dispatch. Overall, these changes seek to improve clarity, oversight and transparency around related party transactions, while adopting a more risk‑based approach that supports efficient business operations.\n\nProhibition of Insider Trading Regulations, 2015\n\nIn May 2015, SEBI introduced the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) replacing the earlier framework of the SEBI (Insider Trading) Regulations, 1992. It was introduced with an aim of bringing the basic framework governing the regime of insider trading practices in line with the dynamic global scenario and to tighten the gaps in the existing norms.\n\nAmong the various disclosure procedures provided for in the PIT Regulations, constituting a Structured Digital Database (SDD) has been mandated by Regulation 3(5). This database shall contain records of all persons who are in possession of unpublished price sensitive information of the company and such database has to be maintained in a non-tamperable manner and must include timestamping and audit trail to ensure transparency and avoid any fabrication of data through editing.\n\nTakeover Code\n\nThe Takeover Code is applicable to publicly listed Indian companies and to any person acquiring our equity shares or voting rights in the Company, including ADSs. Under the Takeover Code, upon the acquisition of 5% or more of equity shares or voting rights, either directly or indirectly, and every change of 2% thereafter (upward or downward) of the outstanding shares or voting rights of a publicly listed Indian company, the shareholder is required 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. An ADS holder would be subject to these notification requirements.\n\nUpon the acquisition of 25% or more of such shares or voting rights, or a change in control of the company, the purchaser is required to make an open offer to the other shareholders, offering to purchase at least 26% of all the outstanding shares of the company or such number of shares that will result in the public shareholding not falling below the minimum public holding requirement, whichever is lower. Since we are a listed company in India, the provisions of the Takeover Code will apply to us and to the acquisition of ADS\n\n-90-\n\n[Table of Contents](#toc_page)\n\n \n\nhaving voting rights. The acquisition of ADS having voting rights, irrespective of conversion into underlying equity shares, is subject to disclosures, an acquisition trigger and the reporting requirements under the Takeover Code.\n\nSEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021\n\nIn August 2021, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”) were notified and made effective immediately. The SBEB Regulations govern all share-based employee benefit schemes dealing in securities, including employee stock options, employee share purchase, stock appreciation rights, general employee benefits and retirement benefits.\n\nUnder SBEB Regulations, a company may implement a scheme(s) either directly or by setting up an irrevocable trust. If company prefers to implement the scheme through a trust, the same has to be decided upfront at the time of taking approval of the shareholders for setting up the scheme. The trustees of a trust, which is governed under these regulations, shall not vote in respect of the shares held by such trust, to avoid any misuse arising out of exercising such voting rights.\n\nA company shall constitute a compensation committee for administration of the schemes. The compensation committee shall consist of Board of Directors of the company. The compensation committee shall frame suitable policies and procedures to ensure that there is no violation of applicable securities laws by the company and its employees.\n\nAny scheme offered to employees or any variation in the terms of the existing scheme under SBEB Regulations shall be approved by the shareholders through special resolution at the general meeting.\n\nSEBI (Buy-Back of Securities) Regulations, 2018\n\nIn September 2018, the new SEBI (Buy-back of Securities) Regulations, 2018 (“Buy-back Regulations”) were approved and made effective. This was introduced with an aim to simplify the language, remove redundant provisions and inconsistencies, update for references to the Companies Act, 2013 and other new SEBI regulations and incorporate information from relevant circulars, frequently asked questions and previously provided informal guidance with respect to Buyback of securities by listed entities.\n\nEnabling T+2 trading of Bonus shares where T is the record date\n\nAs a part of the continuing endeavor to streamline the process of the bonus issue of equity shares, it was decided by SEBI to reduce the time taken for credit of bonus shares and trading of such shares, from the record date of the bonus issue. In light of this change, the shares allotted pursuant to the bonus issue will now be available for trading on the next working date of the allotment of shares.\n\nForeign Direct Investment (“FDI”)\n\nFramework of Foreign investment in India is regulated by Foreign Direct Investment Policy designed and managed by Ministry of Commerce and Industry, Central Government. The transactions involving FDI are regulated by the Foreign Exchange Management Act, 1999 (FEMA) and the rules and regulations issued thereunder. FEMA governs foreign exchange transactions and requires certain transactions to be undertaken only with general or specific approval of the Reserve Bank of India (RBI) or the Government of India (GoI), as applicable.\n\nIn October 2019, the Ministry of Finance notified the Foreign Exchange Management (Non‑Debt Instruments) Rules, 2019 (NDI Rules), replacing the earlier FEMA regulations relating to the issue and transfer of securities and immovable property. The NDI Rules govern foreign investments into India, including foreign direct investment by persons resident outside India. Correspondingly, the RBI notified the Foreign Exchange Management (Debt Instruments) Regulations, 2019 and the Foreign Exchange Management (Mode of Payment and Reporting of Non‑Debt Instruments) Regulations, 2019, which set out the applicable payment and reporting requirements. These changes were intended to simplify the foreign investment framework, vest regulatory oversight of non‑debt instruments with the Central Government and retain RBI’s jurisdiction over debt instruments.\n\nUnder the automatic route, Indian companies (other than those operating in restricted sectors) may issue shares and certain other capital instruments to persons resident outside India without prior RBI approval, subject to prescribed conditions. General permission is also available for transfers of shares and other permitted capital instruments between residents and non‑residents, including transfers by way of gift and sales on recognized stock exchanges, subject to applicable conditions.\n\n-91-\n\n[Table of Contents](#toc_page)\n\n \n\nIn April 2020, the GoI amended the FDI policy to require prior government approval for investments, made directly or indirectly, from entities or beneficial owners based in countries sharing a land border with India. This requirement also applies to transfers that result in such beneficial ownership.\n\nThe responsibility for compliance with foreign investment limits rests with the investee company. In this regard, SEBI, in consultation with the RBI, has implemented a system for monitoring foreign investment limits in listed companies. Most sectors in India allow foreign investment without prior approval, subject to sectoral caps and conditions. Foreign investment of up to 100% is permitted in the IT industry. Investments through American Depositary Shares are treated as foreign direct investment.\n\nRemittances by persons resident in India are governed by the Liberalized Remittance Scheme (LRS) issued by the RBI, under which an individual may remit up to U.S.$ 250,000 per financial year for permitted current or capital account transactions or a combination thereof.\n\nIn January 2025, the RBI amended the rules relating to the mode of payment, remittance of sale proceeds and timelines for transactions involving non‑debt capital instruments. These amendments standardized payment modes clarified timelines (including issuance of equity instruments within 60 days of receipt of funds) and reaffirmed flexibility for repatriation of sale or disinvestment proceeds, subject to applicable taxes.\n\nOverall, the regulatory framework aims to facilitate cross‑border investments while ensuring effective oversight and compliance.\n\nExport of Goods and Services\n\ni.\nVide its notification dated November 13, 2025, RBI provided regulatory relief by extending the time allowed for realization of export proceeds from 9 months to 15 months for eligible categories of exports. In addition, the time period available to RBI and authorized dealer banks to initiate regulatory action has been extended from 1 year to 3 years, thereby providing greater operational flexibility to exporters and banks.\n\nii.\nVide its notification dated January 13, 2026, RBI issued new regulations governing exports and imports of goods and services, replacing the earlier export‑related regulations, with effect from October 1, 2026. The revised framework brings exports and imports under a single, unified set of rules, standardizes the realization and repatriation timeline at 15 months (18 months where invoiced or settled in Indian Rupees), and introduces clearer provisions covering set‑off of receivables, third‑party payments and merchanting trade. The framework also strengthens the role of authorized banks in monitoring and reinforces digital reporting mechanisms, while supporting invoicing and settlement in Indian Rupees, with the overall objective of simplifying compliance and facilitating ease of doing business.\n\nConsolidated FDI Policy – 2020\n\nOn October 28, 2020, the latest edition of the GoI’s consolidated FDI policy was released, effective October 15, 2020. The consolidated FDI policy is a compilation of decisions taken and amendments notified by the GoI with regard to FDI in various sectors.\n\nReporting of Foreign Investment in India\n\nWith an objective of improving ease of doing business in India, the RBI introduced the Single Master Form reporting system which subsumes all existing reporting requirements, irrespective of the mode or instrument through which the foreign investment is made. Prior to implementation of the same, the RBI provided an interface to the Indian entities to input data on total foreign investments in a specified format. The RBI introduced this new system for smoothening the reporting system for transactions which are FDI related. All forms which are used for making required reporting to the RBI have been combined into one form so that users can access one common platform for all reporting.\n\nInvestments by NRIs\n\nA range of facilities is available to individuals of Indian nationality or origin residing outside India for making investments in shares and other securities of Indian companies. NRIs and OCIs are permitted to make portfolio investments and certain other investments under routes that are distinct from, and in some cases more liberal than, those available to other foreign investors.\n\nUnder the applicable foreign exchange regulations, an individual NRI or OCI is permitted to hold up to 5% of the paid‑up equity share capital of a company, and the aggregate holding of all NRIs and OCIs in a company is capped at 10% of the paid‑up equity share capital, which may be increased to 24% pursuant to a special resolution passed by the shareholders of the company.\n\n-92-\n\n[Table of Contents](#toc_page)\n\n \n\nNRIs and OCIs resident outside India are also permitted to invest, on a non‑repatriation basis, in specified capital instruments issued by Indian companies, capital of Indian limited liability partnerships and convertible notes issued by Indian startup companies. In addition, NRIs and OCIs may contribute to the capital of a firm or a proprietary concern in India on a non‑repatriation basis, subject to prescribed conditions.\n\nInvestments made by NRIs or OCIs on a non‑repatriation basis are deemed to be domestic investments, at par with investments made by persons resident in India. A company, trust or partnership firm incorporated outside India and owned and controlled by NRIs is also permitted to invest in India with the same dispensation as available to NRIs under the applicable FDI policy\n\nThe Reserve Bank of India no longer recognizes OCBs as an eligible class of investors, and OCBs are not permitted to make fresh investments in India under the foreign exchange regulations.\n\nInvestments by Foreign Portfolio Investors\n\nSEBI introduced Foreign Portfolio Investors Regulations 2014 (the “FPI Regulations”) which repealed SEBI (Foreign Institutional Investors), Regulations, 1995. FPI Regulations restrict purchases of equity shares of each company by a single FPI or an investor group to below 10% of the total paid up equity capital of the company on a fully diluted basis.\n\nThe individual investment limits for the Foreign Portfolio Investors (“FPIs”) shall be below 10% of the total paid-up equity capital on a fully diluted basis. Effective from April 1, 2020, the aggregate limit for investments by FPIs would be the sectoral cap applicable to such Indian company.\n\nPortfolio investments up to the lower of (i) an aggregate foreign investment level of 49% or (ii) the sectoral/statutory cap will not be subject to either government approval or compliance with the sectoral conditions, as the case may be, provided that such investments do not result in a change in ownership and lead to control of Indian companies by non-resident entities.\n\nInvestment by Foreign Venture Capital Investors\n\nThe RBI has liberalized and rationalized the investment regime for Foreign Venture Capital Investors (“FVCIs”) in order to boost foreign investment in Indian startups. The RBI permits FVCIs to invest under an automatic in equity regime or under an equity-linked instrument or debt instrument of unlisted Indian companies in certain specified sectors and in Indian startups, irrespective of the sector in which the startup is engaged. There are no restrictions on transfers of any security or instrument held by FVCIs to any person residing inside or outside India.\n\nOverseas Direct Investment (“ODI”)\n\nAn Indian entity is permitted to invest in joint ventures or wholly owned subsidiaries abroad up to 400% of the net worth of the Indian entity as per its last audited financial statements. However, any financial commitment exceeding U.S.$ 1 billion or its equivalent in a financial year would require prior approval of the RBI even if the total financial commitment of the Indian entity is within 400% of the net worth as per its latest audited financial statements. Accordingly, a company can make financial commitments in a financial year of up to U.S.$ 1 billion, or such higher amount as may be approved by the RBI, subject to the overall amount being within limits of 400% of the company’s net worth as per its latest audited financial statements.\n\nIndian companies are prohibited from making direct investments in an overseas entity (set up or acquired abroad directly, as a joint venture or a wholly owned subsidiary, or indirectly, as a step-down subsidiary) located in the countries identified by the Financial Action Task Force as “non-cooperative countries and territories” or as notified by the RBI from time to time.\n\nOn August 22, 2022, the GoI issued the Foreign Exchange Management (Overseas Investment) Rules, 2022 (the “ODI Rules”). Simultaneously, the RBI issued the Foreign Exchange Management (Overseas Investment) Regulations, 2022 (the “ODI Regulations”) and the Foreign Exchange Management (Overseas Investment) Directions, 2022 (the “ODI Directions”). The new ODI regime, consisting of the ODI Rules, ODI Regulations and ODI Directions, aims to liberalize and simplify the existing framework for overseas investment by persons resident in India to cover wider economic activity and significantly reduce the need for seeking government approvals.\n\nExternal Commercial Borrowings\n\nIn December 2018, the RBI notified the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 (the “New ECB Regulations”), superseding the earlier framework that applied to External Commercial Borrowings.\n\n-93-\n\n[Table of Contents](#toc_page)\n\n \n\nUnder the New ECB Regulations, eligible borrowers are allowed to raise funds through their authorized dealer banks, without approaching the RBI for approval, as long as the borrowing is in conformity with the prescribed parameters of the regulations.\n\nSEC Clawback Rules\n\nOn October 26, 2022, the SEC adopted the final compensation clawback rules (the “SEC Clawback Rules”) that require listed issuers (with limited exceptions) to (i) develop and implement a clawback policy to recover excess incentive compensation from executive officers if amounts were based on material misstatements in the financial reports, (ii) file the clawback policy as an exhibit to their annual report and (iii) include disclosures in their SEC filings if recovery is triggered under their clawback policy. The final rules were published in the Federal Register on November 28, 2022.\n\nThe SEC Clawback Rules and the related listing standards of the NYSE mandated issuers listed on the NYSE to adopt a compliant clawback policy no later than December 1, 2023. Accordingly, we adopted a clawback policy which was approved by the Board in October 2023.\n\nTaxation\n\nThe following summary is based on the provisions of the Indian Income-tax Act, 1961 (the “1961 Act”), including the special tax regime contained in Sections 115AC and 115ACA of the 1961 Act, read with the Depository Receipts Scheme, 2014 (the “2014 Scheme”).\n\nThe 1961 Act has been replaced by the Income-tax Act, 2025 (the “2025 Act”), which has come into force with effect from April 1, 2026. Accordingly, the tax consequences described herein may, for subsequent periods, be governed by the provisions of the 2025 Act, including Section 209 and Section 193 thereof, which correspond to Sections 115AC and 115ACA of the 1961 Act.\n\nThe 2025 Act is subject to amendments from time to time through Finance Act of the relevant year. Consequently, the tax consequences described in this summary may be amended or changed by future amendments to the Income tax Act.\n\nWe believe this information is materially complete as of the date hereof, however, this summary is not intended to constitute a complete analysis of the individual tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity shares.\n\nResidence: For purposes of the Income-tax Act, 1961 and the Income-tax Act, 2025 (collectively, “The Income-tax Act”) an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year for:\n\n•\na period or periods amounting to 182 days or more; or\n\n•\n60 days or more and, within the four preceding years has been in India for a period or periods amounting to 365 days or more.\n\nEffective April 1, 2021, an Indian citizen who is not liable to tax in any other country or territory shall be deemed to be resident in India subject to fulfillment of certain conditions.\n\nThe period of 60 days referred to above shall be read as 182 days (i) in the case of a citizen of India who leaves India in a fiscal year for the purposes of employment outside of India or (ii) in the case of a citizen of India or a person of Indian origin living abroad who visits India and within the four preceding years has been in India for a period or periods amounting to 365 days or more. Effective April 1, 2021, for a citizen of India or a person of Indian origin visiting India, the period of 60 days or more is extended to 120 days or more, subject to fulfillment of certain conditions.\n\nA company is a resident of India if it is incorporated in India or its place of effective management is in India during the year.\n\nTaxation of Distributions: Effective April 1, 2020, the dividend distribution tax has been abolished. This has reduced the tax burden on companies and the burden of tax payment is in the hands of the shareholder at the shareholder’s applicable rate of tax. Consequently, companies are liable to deduct tax at the source on dividends distributed to shareholders, both resident and non-resident, if the dividend is distributed beyond a certain threshold or due to non-submission of certain documents by the shareholder. Any distributions of additional ADSs or equity shares to resident or non- resident holders will not be subject to tax under the Income-tax Act.\n\nTaxation of Capital Gains: The following is a brief summary of capital gains taxation of non-resident and resident holders in respect of the sales of ADSs and equity shares received upon redemption of ADSs. The relevant provisions are contained mainly in Sections 45, 47(vii)(a), 115AC and 115ACA, of the 1961 Act and Sections 67, 70(1)(f), 209 and 193 of the 2025 Act in conjunction with the 2014 Scheme. The Finance Act, 2024 has rationalized and simplified the provisions of the capital gains taxation by changing the holding period and tax rates of the various instruments. Gains realized upon the sale of ADSs and listed shares that have been held\n\n-94-\n\n[Table of Contents](#toc_page)\n\n \n\nfor a period of more than 24 months and 12 months, respectively, are considered long-term capital gains. Gains realized upon the sale of ADSs and shares that have been held for a period of 24 months or less and 12 months or less, respectively, are considered short term capital gains. Capital gains are taxed as follows:\n\n•\nGains from a sale of ADSs outside India, by a non-resident to another non-resident are generally not taxable in India.\n\n•\nWith effect from July 23, 2024, long-term capital gains realized by a resident holder from the transfer of the ADSs will be subject to tax at the rate of 12.5%. Short-term capital gains on such a transfer as per the provisions of the Income-tax Act will be taxed at graduated rates with a maximum of 30%.\n\n•\nWith effect from July 23, 2024, long-term capital gains realized by a non-resident upon the sale of equity shares obtained through the redemption of ADSs, or settlement of such sale being made off a recognized stock exchange, are subject to tax at a rate of 12.5%.\n\n•\nLong-term capital gains realized by a non-resident upon the sale of equity shares obtained through the redemption of ADSs, or settlement of such sale being made on a recognized stock exchange, is exempt from tax for sale executed before March 31, 2018 and the short-term capital gains on such sale will be taxed at 20% (effective from July 23, 2024). An additional tax called “Securities Transaction Tax”, or “STT” (as defined and described in further detail below) will be levied at the time of settlement. The Finance Act 2018 introduced a section “112A” effective April 01, 2018—Long-term capital gains on such sale executed from April 1, 2018 will be taxable, subject to a threshold exemption of ₹ 125,000 (effective from July 23, 2024 for financial year 2024-25 and onwards). However, the cost of acquisition would be taken as higher of actual cost and prevailing price as of January 31, 2018 (prevailing price would be restricted to the actual sale price if lower than the prevailing price as of January 31, 2018). Section 198 of the 2025 Act corresponds to section 112A of the 1961 Act.\n\nThe Finance Act, 2015 amended the law to compute the holding period of capital asset being share or shares of a company, acquired by a non-resident on redemption of GDR, from the date on which a request for redemption was made.\n\n•\nIn addition to the above, a surcharge as set forth below and an additional surcharge called “Health and Education Cess” of 4% (effective financial year commencing April 1, 2018) is levied as follows:\n\n \n\nCategory of person\n\n \n\nNet Income Range (in ₹)\n\n \n\nSurcharge rate for FY\n\n2025-26\n\nIndividual/HUF/AOP/BOI/artificial Juridical Person\n\n \n\n0-5 million\n\n5 million – 10 million\n\n10 million – 20 million\n\n20 million – 50 million\n\nAbove 50 million\n\n \n\nNil\n\n10%\n\n15%\n\n25%\n\n37% under old tax regime and\n\n25% under new tax regime\n\n \n\nFirms/Local Authority\n\n \n\n0-10 million\n\nAbove 10 million\n\n \n\nNil\n\n12%\n\n \n\nCo-operative Society\n\n \n\n0-10 million\n\n \n\n10 million – 100 million\n\n \n\nAbove 100 million\n\n \n\nNil\n\n \n\n7%\n\n \n\n12%\n\nDomestic Company\n\n \n\n0 – 10 million\n\n10 million – 100 million\n\nAbove 100 million\n\n \n\nNil\n\n7%\n\n12%\n\n(rate is 10% for Companies opting for section 115BAA)\n\nForeign Company\n\n \n\n0 – 10 million\n\n10 million – 100 million\n\nAbove 100 million\n\n \n\nNil\n\n2%\n\n5%\n\n \n\nNote: Surcharge is capped at 15% cap for capital gains u/s 111A/112/112A of the 1961 Act and 196/197/198 of the 2025 Act.\n\n-95-\n\n[Table of Contents](#toc_page)\n\n \n\n•\nThe above rates may be reduced in accordance with the applicable tax treaty in the case of non-residents, subject to satisfaction of relevant conditions. The capital gains tax is computed by applying the appropriate tax rates to the difference between the sale price and the purchase price of the equity shares or ADSs. In the case of employees who receive shares allotted as part of a company’s stock option plan, the purchase price shall be the fair market value which has been taken into account for the purpose of computing the perquisite on salaries. In 1992, the government allowed established Indian companies to issue FCCB. Effective April 2008, the conversion of FCCBs into shares or debentures of any company shall not be treated as a ‘transfer’ and consequently will not be subject to capital gains tax upon conversion. Further, the cost of acquisition of the shares received upon conversion of the bond shall be the price at which the corresponding bond was acquired.\n\n•\nAny gain realized by a non-resident or resident employee on the sale of equity shares is subject to Indian capital gains tax, which, in the case of a non-resident is to be withheld at the source by the buyer. However, as per the provisions of Section 196D(2) read with Section 115AD of the 1961 Act and corresponding provisions of the 2025 Act, no withholding tax is required to be deducted in respect of capital gains arising to Foreign Institutional Investors on the transfer of securities as defined therein.\n\nThe value of shares/securities allotted under any employee stock option plan is treated as a perquisite in the hands of employees and will be taxed accordingly. The tax rate will vary from employee to employee, with a maximum of 42.74% under old tax regime and 39% under new tax regime on the perquisite value, subject to the prevailing tax rate slab. The perquisite value is calculated as the difference between the fair market value of the share / security on the date of exercise minus the exercise price.\n\nAccording to the 2014 Scheme, a non-resident holder’s holding period for the purposes of determining the applicable capital gains tax rate under the 1961 Act, in respect of equity shares received in exchange for ADSs commences on the date of notice of the redemption by the depositary to the custodian. For purposes of determining the holding period for a resident employee, the holding period starts from the date of allotment of such assets. Capital gains derived from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will be subject to Indian capital gains tax as per the domestic income tax law. If such subscription rights or other rights are deemed by the Indian tax authorities to be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature of short term capital gains, will be subject to tax at variable rates with a maximum rate of 35% in the case of foreign companies and at graduated rate with a maximum of 30%, in the case of resident employees and non-resident individuals. In addition to this, there will be a surcharge levied and an additional surcharge called “Health and Education Cess” of 4% in addition to the above tax and surcharge will be levied (Refer to table above for surcharge rates).\n\nAs per Section 55(2) of the 1961 Act and corresponding section of the 2025 Act, the cost of any share (commonly called a “bonus share”) allotted to any shareholder without any payment and on the basis of such shareholder’s share holdings, shall be nil. The holding period of bonus shares for the purpose of determining the nature of capital gains shall commence on the date of allotment of such shares by the company.\n\nSecurities Transaction Tax: In respect of a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to each pay a Securities Transaction Tax (“STT”), at the prescribed rates on the transaction value of the securities, if a transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); and (ii) the seller of the shares is required to pay a STT at the prescribed rates on the transaction value of the securities, if the transaction is a non-delivery based transaction, i.e., a transaction settled without taking delivery of the shares. The STT rates are as follows:\n\n \n\nTaxable securities transaction (effective April 1, 2026)\n\n \n\nRate\n\n \n\nPayable by\n\nPurchase of an equity share in a company where—\n\n \n\n0.1%\n\n \n\nPurchaser\n\n \n\n \n\n \n\n \n\n(a)\nthe transaction of such purchase is entered into in a recognized stock exchange; and\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(b)\nthe contract for the purchase of such share is settled by the actual delivery or transfer of such share.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of an equity share in a company where—\n\n \n\n0.1%\n\n \n\nSeller\n\n \n\n \n\n \n\n \n\n \n\n(a)\nthe transaction of such sale is entered into in recognized stock exchange; and\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(b)\nthe contract for the sale of such share is settled by the actual delivery or transfer of such share.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of a unit of an equity-oriented fund, where—\n\n \n\n0.001%\n\n \n\nSeller\n\n \n\n \n\n \n\n \n\n(a)\nthe transaction of such sale is entered into in a recognized stock exchange; and\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(b)\nthe contract for the sale of such unit is settled by the actual delivery or transfer of such unit.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n-96-\n\n[Table of Contents](#toc_page)\n\n \n\nTaxable securities transaction (effective April 1, 2026)\n\n \n\nRate\n\n \n\nPayable by\n\nSale of an equity share in a company or a unit of an equity-oriented fund, where—\n\n \n\n0.025%\n\n \n\nSeller\n\n \n\n \n\n \n\n \n\n(a)\nthe transaction of such sale is entered into in a recognized stock exchange; and\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n(b)\nthe contract for the sale of such share or unit is settled otherwise than by the actual delivery or transfer of such share or unit.\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of an option in securities\n\n \n\n0.15%\n\n \n\nSeller\n\n \n\n \n\n \n\n \n\nSale of an option in securities, where option is exercised\n\n \n\n0.15%\n\n \n\nPurchaser\n\n \n\n \n\n \n\n \n\nSale of a futures in securities\n\n \n\n0.05%\n\n \n\nSeller\n\n \n\n \n\n \n\n \n\nSale of a unit of an equity-oriented fund to the Mutual Fund.\n\n \n\n0.001%\n\n \n\nSeller\n\nSale or surrender or redemption of a unit of an equity oriented fund to an Insurance company, on maturity or partial withdrawal, with respect to unit linked insurance policy issued by such insurance company on or after the first day of February 2021\n\n \n\n0.001%\n\n \n\nSeller\n\nSale of unlisted shares under an offer for sale referred to in Sec. 97(13)(aa) and Sec. 97(13)(ab)\n\n \n\n0.2%\n\n \n\nSeller\n\n \n\nGoods and Service Tax: Brokerage or commission paid to stockbrokers in connection with the sale or purchase of shares is subject to levy of the Goods and Services Tax at an effective rate of 18%.\n\nBuyback of Securities: From October 1, 2024, to March 31, 2026, buyback proceeds are fully taxed as deemed dividends at the shareholder's applicable slab rates. The cost of acquisition of such shares bought back is considered a capital loss for shareholders. This loss can be offset against other capital gains or can be carried forward for up to eight subsequent financial years. Effective April 1, 2026, the taxation framework below is applicable:\n\n \n\nAspect\n\nDetails\n\nTax Incidence\n\nThe tax is now payable by the shareholders on the gains made from the buyback, not by the Company\n\nNature of Income\n\nThe income is treated as capital gains in the hands of shareholders\n\nComputation of Gains\n\nCapital gains are calculated as the difference between the buyback price offered by the company and the shareholder’s original cost of acquiring the shares\n\nApplicable Tax Rate\n\nLong-Term Capital Gains (LTCG): For shares held over 12 months, taxed at 12.5% above ₹1.25 lakh\n\nShort-Term Capital Gains (STCG): For shares held ≤ 12 months, taxed at 20%\n\nPromoter specific taxation: Corporate promoters 22% and non-corporate promoters 30%\n\nStamp Duty and Transfer Tax: A transfer of ADSs is not subject to Indian stamp duty. A sale of equity shares in physical form by a non-resident holder will be subject to Indian stamp duty at the rate of 0.015% of the market value of the equity shares on the trade date. Under the post-amendment framework (effective 1 July 2020), stamp duty on physical form transfers is payable by the transferor (seller); for exchange-based dematerialized transfers, it is payable by the buyer. Shares of listed companies must be traded in dematerialized form.\n\nAs per the Finance Act, 2019, stamp duty is chargeable on the transfer of shares in dematerialized form. The rate shall be 0.015% of the total market value of the shares in case the transfer is made on a delivery basis, and 0.003% in case the transfer is made on a non-delivery basis. This provision is applicable from July 1, 2020.\n\nGift Tax: The Finance Act, 2017, inserted provisions related to tax on the receipts of any sum of money, by any person either without consideration or for an inadequate consideration for value exceeding ₹ 50,000 (Stamp duty value in case of immovable property) during the year. The same is exempt from tax if it is received from any relative, occasion of marriage, under a will or by way of inheritance, or in contemplation of death of the payer or donor.\n\n-97-\n\n[Table of Contents](#toc_page)\n\n \n\nGeneral Anti Avoidance Rule (“GAAR”): The GAAR provisions to deal with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project, of which India is an active participant, were applicable from fiscal year 2018. Pursuant to GAAR, an arrangement in which the main purpose, or one of the main purposes, is to obtain a tax benefit and may be declared as an “impermissible avoidance arrangement” if it also satisfies at least one of the following four tests. If any of our transactions are found to be impermissible avoidance arrangements under GAAR, our business, financial condition and results of operations may be adversely affected.\n\n•\nThe arrangement creates rights and obligations, which are not normally created between parties dealing at arm’s length.\n\n•\nIt results in misuse or abuse of provisions of tax laws.\n\n•\nIt lacks commercial substance or is deemed to lack commercial substance.\n\n•\nIt is carried out in a manner, which is normally not employed for a bona fide purpose.\n\nMinimum Alternative Tax: From April 1, 2012 onwards, income arising out of any business carried on in a SEZ as a developer or unit along with regular income is subject to MAT. Any tax paid under MAT in excess of tax computed under normal provisions, will be eligible for adjustment against regular income tax liability computed under the 1961 Act for the following fifteen years as MAT credit. The rate of tax under MAT provisions is 15% (plus applicable Surcharge and Health and Education Cess).\n\nPursuant to Finance Act, 2026, with effect from April 1, 2026, the rate of MAT has been reduced to 14% (plus applicable surcharge and Health and Education cess). Further, there shall not be any further accumulation of MAT credit for the financial years commencing on or after April 1, 2026. Accordingly, such MAT liability will represent a final tax cost for the relevant year, without the possibility of future adjustment against tax payable under the normal provisions of the Income-tax Act. This marks a shift from the erstwhile regime, where MAT credit could be carried forward and utilized over a specified period. However, MAT credit accumulated up to March 31, 2026, may continue to be carried forward and utilized (if tax is paid under the concessional tax rate), subject to prescribed conditions.\n\nIn the financial year ended March 31, 2020, the GoI amended the 1961 Act, through The Taxation Laws (Amendment) Act, 2019, providing an option to pay a concessional rate of tax of 22% (plus surcharge and cess) by foregoing all the deductions available under Chapter VI-A and other profit-linked deductions as prescribed in the 1961 Act. This option, once exercised, is irrevocable.\n\nAdvance Pricing Agreements (“APAs”): The Company has concluded APAs in multiple jurisdictions to bring more predictability to the Company’s tax obligations in respect of its overseas operations. Any material changes to the critical assumptions underlying these APAs may have an impact on taxes. Further, when these APAs expire, there is no certainty that they will be renewed. If renewed, there is no certainty as to whether they will be on the same terms.\n\nBase Erosion and Profit Shifting (“BEPS”): The Company operates in various countries and any change in tax rates or tax laws of any country could have an impact on taxes. There may be changes in tax rates in some countries as a result of the Organization for Economic Co-operation and Development’s Pillar Two Blueprint of the Inclusive Framework on BEPS which has an objective of having a global minimum tax rate. There could be other changes in international tax laws and practices as a result of other pillars of BEPS (including tax on digital services) which may potentially impact our tax cost.\n\nImpact of OECD Pillar 1 and Pillar 2 recommendation: Notably, in July and October 2021, the OECD/G20 Inclusive Framework set out the general rules for redefined jurisdictional taxation rights and a global minimum tax. In December 2022, the EU member states voted unanimously to adopt a directive implementing the Pillar 2 (global minimum tax) rules, giving member states until December 31, 2023 to implement the directive into national legislation. Majority of the EU states have implemented this directive. India is one of the 137 jurisdictions that has agreed, in principle, to the adoption of the global minimum tax rate. The Pillar Two legislations are neither enacted nor substantively enacted by Government of India, where the Parent company is incorporated. Pillar Two legislation has been enacted, or substantively enacted, in certain other jurisdictions where the Company operates. However, the Company does not expect any material financial impact for the year ended March 31, 2026.\n\nPROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO INDIAN AND THEIR LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.\n\n-98-\n\n[Table of Contents](#toc_page)\n\n \n\nMaterial U.S. Federal Income Tax Consequences\n\nThe following is a summary of the material U.S. federal income tax consequences that may be relevant with respect to the ownership and disposition of equity shares or ADSs and is for general information only. This summary addresses the U.S. federal income tax considerations of U.S. holders. For purposes of this discussion, “U.S. holders” are (a) individuals who are citizens or residents of the United States, (b) corporations (or other entities treated as corporations for U.S. federal income tax purposes) created in or under the laws of the United States or any political subdivision thereof or therein, (c) estates, the income of which is includable in gross income for U.S. federal income tax purposes, regardless of its source and (d) trusts having a valid election to be treated as “United States persons” (within the meaning of Section 7701(a)(30) of U.S. Internal Revenue Code of 1986, as amended (the “Code”) in effect under U.S. Treasury Regulations or the administration of which a U.S. court exercises primary supervision and with respect to which a United States person has the authority to control all substantial decisions.\n\nThis summary is limited to U.S. holders who hold or will hold equity shares or ADSs as capital assets. In addition, this summary is limited to U.S. holders who are not residents in India for purposes of the Convention between the Government of the United States of America and the Government of India for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (the “Convention”) with respect to taxes on income. If a partnership holds the equity shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership or an owner in a pass-through entity holding equity shares or ADSs should consult its own tax advisor.\n\nThis summary does not address any tax considerations arising under the laws of any U.S. state or local or foreign jurisdiction, potential application of the Medicare contribution tax on net investment income, or tax considerations under any U.S. non-income tax laws (including estate tax laws). In addition, this summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, regulated investment companies, real estate investment trusts, pension plans, financial institutions, dealers in securities or currencies, tax-exempt entities, persons liable for alternative minimum tax, persons that hold equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes, persons holding ADSs or equity shares through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. Dollar, persons who are subject to special tax accounting rules under Section 451(b) of the Code, holders of 10% or more, by voting power or value, of the shares of the Company, persons that are controlled foreign corporations, foreign controlled foreign corporations, passive foreign investment companies, or corporations that accumulate earnings to avoid U.S federal income tax. This summary is based on the Code, U.S. Treasury Regulations in effect or, in some cases, proposed, as of the date of this document, as well as judicial and administrative interpretations thereof available on or before such date and is based in part on the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing is subject to change, which could apply retroactively and could affect the tax consequences described below.\n\nEACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE AND LOCAL AND NON U.S. TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.\n\nOwnership of ADSs: For U.S. federal income tax purposes, holders of ADSs generally will be treated as the owners of equity shares represented by such ADSs. Accordingly, the conversion of ADSs into equity shares generally will not be subject to U.S. federal income tax.\n\nTax Treatment of Buyback: An exchange of equity shares for cash by a U.S. holder pursuant to the buyback will be a taxable transaction for U.S. federal income tax purposes. In such case, depending on the applicable U.S. holder’s particular circumstances, such tendering U.S. holder will be treated either as recognizing gain or loss from the disposition of the equity shares or as receiving a distribution from the Company.\n\nUnder Section 302 of the Code, a tendering U.S. holder will recognize gain or loss on the exchange of equity shares for cash if the exchange:\n\n•\nresults in a “complete termination” of the holder’s interest in the Company;\n\n•\nresults in a “substantially disproportionate” redemption with respect to such U.S. holder; or\n\n•\nis “not essentially equivalent to a dividend” with respect to the U.S. holder.\n\nThe receipt of cash by a U.S. holder in the exchange of equity shares will be deemed to result in a “complete termination” of the holder’s interest in the Company if either (i) all the shares actually and constructively owned by the holder (including shares which he or she has the right to acquire by exercise of an option) are sold pursuant to the Buyback and such holder does not thereafter own any shares of the Company either actually or constructively or (ii) all the equity shares actually owned by a holder are sold pursuant to the\n\n-99-\n\n[Table of Contents](#toc_page)\n\n \n\nBuyback, the holder is eligible to waive and effectively waives constructive ownership of shares owned by family members under procedures described in Section 302 of the Code, and the holder does not actually or constructively own any other shares of the Company (after giving effect to such waiver of family attribution). Any holder intending to waive family attribution for purposes of satisfying the requirement set forth in the preceding clause (ii) should consult with his or her own tax advisor.\n\nAn exchange of equity shares for cash generally will be a substantially disproportionate redemption with respect to a U.S. holder if the percentage of the voting stock owned by such U.S. holder immediately after the exchange is less than 80% of the percentage of the voting stock owned by such U.S. holder immediately before the exchange and after the exchange the U.S. holder owns less than 50% of the total combined voting power of all classes of stock entitled to vote.\n\nIf an exchange of equity shares for cash fails to satisfy the “substantially disproportionate” test, the U.S. holder may nonetheless satisfy the “not essentially equivalent to a dividend” test. An exchange of equity shares for cash will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. holder’s equity interest in the Company given such U.S. holder’s particular facts and circumstances. The Internal Revenue Service (the “IRS”) has indicated in published rulings that a relatively minor reduction of the proportionate equity interest of a U.S. holder whose relative equity interest is minimal and who does not exercise any control over or participate in the management of corporate affairs should be treated as “not essentially equivalent to a dividend.”\n\nIn applying the Section 302 tests, each U.S. holder must take into account equity shares and ADSs that such U.S. holder constructively owns under certain attribution rules, pursuant to which a U.S. holder will be treated as owning any equity shares and ADSs owned by certain family members (which family attribution, in certain circumstances, may be waived) and related entities, and equity shares and ADSs that the U.S. holder has the right to acquire by exercise of an option. Because the Section 302 tests are applied on a stockholder by stockholder basis, the Buyback may be a sale or exchange for certain U.S. holders and a distribution for others. If a U.S. holder is treated under the Section 302 tests as recognizing gain or loss for U.S. federal income tax purposes from the disposition of equity shares for cash, then the treatment described under “Sale or Exchange of Equity Shares or ADS” below shall apply. If a U.S. holder is not treated under the Section 302 tests (discussed above) as recognizing gain or loss on a disposition of equity shares for cash, such U.S. holder will be treated as having received a distribution from the Company, the treatment described under “Dividends” shall apply. Each U.S. holder should consult its tax advisors regarding the application of the rules of Section 302 in its particular circumstances.\n\nDividends: The gross amount of any distributions of cash or property (other than, generally, distributions of our equity shares) with respect to equity shares or ADSs will generally be included in income by a U.S. holder as foreign source dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the depositary, to the extent such distributions are made from the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of the Company. Such dividends will not be eligible for the dividends received deduction (“DRD”) generally allowed to corporate U.S. holders. 10% corporate U.S. holders should consult their tax advisors regarding any DRD to which they are entitled. To the extent, if any, that the amount of any distribution by our company exceeds the Company’s current or accumulated earnings and profits as determined under U.S. federal income tax principles, such excess will be treated first as a tax-free return of capital to the extent of the U.S. holder’s tax basis in the equity shares or ADSs and thereafter as capital gain. However, because we do not intend to determine our earnings and profits under U.S. federal income tax principles, any distribution will generally be treated as a dividend for U.S. federal income tax purposes.\n\nSubject to certain conditions and limitations, including the passive foreign investment company rules described below, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if certain holding period requirements are met and we are deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes.\n\nA qualified foreign corporation generally includes a foreign corporation (1) with respect to any dividend it pays on its shares (or ADSs in respect of such shares) that are readily tradable on an established securities market in the United States, or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States which the U.S. Treasury Secretary determines is satisfactory and which includes an exchange of information program. In addition, a corporation is not a qualified foreign corporation if it is a passive foreign investment company (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year. Our ADSs are traded on the NYSE, an established securities market in the United States as identified by Internal Revenue Service guidance. We may also be eligible for benefits under the Convention.\n\nEACH U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.\n\nSubject to certain conditions and limitations, Indian dividend withholding tax, if any, imposed upon distributions paid to a U.S. holder with respect to such holder’s equity shares or ADSs generally should be eligible for credit against the U.S. holder’s U.S. federal income tax liability. Alternatively, a U.S. holder may claim a deduction for such amount, but only for a year in which a U.S. holder does\n\n-100-\n\n[Table of Contents](#toc_page)\n\n \n\nnot claim a credit with respect to any foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, distributions on equity shares or ADSs will be income from sources outside the United States and will generally be “passive category income” for purposes of computing the U.S. foreign tax credit allowable to a U.S. holder. No foreign tax credit or deduction is allowed for taxes paid or accrued with respect to a dividend that qualifies for the DRD. If dividends are paid in Indian Rupees, the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. Dollar value of the payments made in Indian Rupees, determined at a spot exchange rate between Indian Rupees and U.S. Dollars applicable to the date such dividend is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. Dollars. Generally, gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. Dollars will be treated as U.S. source ordinary income or loss.\n\nSale or Exchange of Equity Shares or ADSs: A U.S. holder generally will recognize gain or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Subject to the “Passive Foreign Investment Company” discussion below, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than one year. The deductibility of capital losses is subject to various limitations. Gain or loss, if any, recognized by a U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. Capital gains realized by a U.S. holder upon sale of equity shares (but not ADSs) may be subject to tax in India, including withholding tax. See the discussion under “Indian Taxation” above. Due to limitations on foreign tax credits, however, a U.S. holder may not be able to utilize any such taxes as a credit against the U.S. holder’s federal income tax liability.\n\nBackup Withholding Tax and Information Reporting: Any dividends paid, or proceeds on a sale of, equity shares or ADSs to or by a U.S. holder may be subject to U.S. information reporting, and backup withholding, currently at a rate of 24%, may apply unless the holder is an exempt recipient or provides such holder’s correct U.S. taxpayer identification number, certifies that such holder is not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.\n\nCertain U.S. holders are required to report information with respect to their investment in equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report the required information could become subject to substantial penalties. Each U.S. holder should consult his, her or its own tax advisor concerning its obligation to file Internal Revenue Service Form 8938.\n\nPassive Foreign Investment Company: A non-U.S. corporation will be classified as a passive foreign investment company for any taxable year for U.S. federal income tax purposes if either:\n\n•\n75% or more of its gross income for the taxable year is passive income; or\n\n•\non average for the taxable year by value, or, if it is not a publicly traded corporation and so elects or is a controlled foreign corporation, by adjusted basis, if 50% or more of its assets produce or are held for the production of passive income.\n\nWe do not believe that we satisfy either of the tests for passive foreign investment company status for the taxable year ended March 31, 2026. However, because this determination is made on an annual basis and depends on a variety of factors (including the value of our ADSs), no assurance can be given that we will not be considered a passive foreign investment company in future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to either:\n\n•\npay an interest charge together with tax calculated at ordinary income rates on “excess distributions,” as the term is defined in relevant provisions of U.S. tax laws, and on any gain on a sale or other disposition of ADSs or equity shares;\n\n•\nif an election is made for us to be a “qualified electing fund” (as the term is defined in relevant provisions of the U.S. tax laws), include in their taxable income their pro rata share of undistributed amounts of our income; or\n\n•\nif the equity shares are “marketable” and a mark-to-market election is made, mark-to-market the equity shares each taxable year and recognize ordinary gain and, to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year.\n\nIf we are treated as a passive foreign investment company, we do not plan to provide information necessary for the qualified electing fund election.\n\nIf we are treated as a passive foreign investment company for any taxable year during which a U.S. holder holds the ADSs or equity shares, we will continue to be treated as a passive foreign investment company with respect to such U.S. holder for all succeeding\n\n-101-\n\n[Table of Contents](#toc_page)\n\n \n\nyears during which the U.S. holder holds the ADSs or equity shares, unless we were to cease to be a passive foreign investment company and the U.S. holder makes a “deemed sale” election with respect to the ADSs or equity shares.\n\nIn addition, certain information reporting obligations may apply to U.S. holders if we are determined to be a passive foreign investment company.\n\nTHE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO OWNERSHIP OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM AN INVESTMENT IN THE ADSs OR EQUITY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY U.S. STATE OR LOCAL OR NON-U.S. JURISDICTION, AND ANY ESTATE, GIFT AND INHERITANCE LAWS.\n\nDocuments on Display\n\nThis report and other information filed or to be filed by Wipro Limited can be inspected and copied at the public reference facilities maintained by the SEC at:\n\n100 F Street, NE\n\nWashington, D.C. 20549\n\nCopies of these materials can also be obtained from the Public Reference Section of the SEC, 100 F Street, NE, Washington, D.C. 20549, at prescribed rates.\n\nThe SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.\n\nAdditionally, documents referred to in this Annual Report on Form 20-F may be inspected at our corporate offices which are located at Doddakannelli, Sarjapur Road, Bengaluru, Karnataka, 560035, India.\n\nSubsidiary Information.\n\nFor details of our subsidiaries, please refer to Note 31 of the Notes to the Consolidated Financial Statements.\n\n-102-\n\n[Table of Contents](#toc_page)"}