{"url_path":"/sec/wit/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 Directors, Senior Management and Employees","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":8658,"has_tables":true,"body_markdown":"Item 6. Directors, Senior Management and Employees\n\nOur directors and executive officers, along with their ages and positions as of March 31, 2026, are detailed below:\n\n \n\nName\n\nAge\n\nPosition\n\nRishad A. Premji\n\n49\n\nChairman of the Board (designated as “Executive Chairman”)\n\nAzim H. Premji\n\n80\n\nNon-Executive, Non-Independent Director (designated as “Founder Chairman”)\n\nSrinivas Pallia\n\n59\n\nChief Executive Officer and Managing Director\n\nDr. Patrick J. Ennis (1)\n\n \n\n62\n\n \n\n \n\nIndependent Director\n\nPatrick Dupuis (1)\n\n63\n\nIndependent Director\n\nDeepak M. Satwalekar\n\n77\n\nIndependent Director\n\nTulsi Naidu\n\n52\n\nIndependent Director\n\nPäivi Rekonen\n\n57\n\nIndependent Director\n\nN. S. Kannan\n\n60\n\nIndependent Director\n\nAparna C. Iyer\n\n44\n\nSenior Vice President and Chief Financial Officer\n\n \n\n(1)\nDr. Patrick J. Ennis and Mr. Patrick Dupuis completed their tenure as Independent Directors of the Company with effect from the close of business hours on March 31, 2026.\n\nOn March 5, 2026, the Board of Directors approved the appointment of Ms. Laura Marie Miller as an Additional Director in the capacity of Independent Director for a term of five years, with effect from April 1, 2026 to March 31, 2031, subject to the approval of the shareholders and ADS holders (collectively, “Members”) of the Company. The appointment was approved by the Members of the Company vide special resolution dated May 21, 2026, passed through postal ballot by e-voting.\n\nDirectors\n\nAs of March 31, 2026, we had six non-executive independent directors, one non-executive non-independent director and two executive directors, of whom one executive director is Chairman of our Board. Following the completion of tenure by Dr. Ennis and Mr. Dupuis and the appointment of Ms. Miller, we have five non-executive independent directors. The non-executive, non-independent director and the Chairman of our Board belong to the promoter group. The remaining non-executive directors, including Ms. Miller, are independent directors or independent of management and free from any business or other relationship that could materially influence their judgment. All of the independent directors satisfy the criteria of independence as defined under the SEBI Listing Regulations and the Companies Act, 2013 in India and the NYSE Corporate Governance standards. Other than the relationship between Rishad A. Premji and Azim H. Premji described below, there are no family relationships between any of our directors and executive officers.\n\nThe profiles of our directors are set forth below.\n\nRishad A. Premji is the Executive Chairman of the Company.\n\nHe joined Wipro in 2007 and worked in several roles before becoming Executive Chairman in 2019 — including General Manager in the Banking and Financial Services business, Head of Investor and Government Relations, and Chief Strategy Officer. As Chief Strategy Officer, he conceptualized Wipro Ventures, a fund that invests in global startups aligned with Wipro's next-generation services and AI solutions.\n\nAs Executive Chairman, Mr. Rishad Premji works closely with Wipro’s leadership team to guide the Company’s strategic direction. He believes culture is an organization’s strongest asset and champions Wipro’s values, known as the Spirit of Wipro.\n\nHe serves on the boards of Wipro Enterprises and Wipro-GE Healthcare, among others, and the Azim Premji Foundation, which works to improve public school education, healthcare, and livelihoods across several Indian states. He also holds directorships across various Azim Premji philanthropic entities.\n\nFrom 2018-19, Mr. Rishad Premji served as Chairman of NASSCOM, the trade body representing India’s technology industry. Before Wipro, he worked with Bain & Company in London and GE Capital in the US. He has an MBA from Harvard Business School and a B.A. in Economics from Wesleyan University.\n\nMr. Rishad A. Premji is the son of Mr. Azim H. Premji, the Founder Chairman of the Company.\n\nAzim H. Premji is the Non-Executive, Non-Independent Director of the Company (the “Founder Chairman”) since July 31, 2019. Mr. Premji was the Chairman of the Company until July 30, 2019, and had been at its helm since the late 1960s, turning what was then a small cooking fat company into a U.S.$ 10.5 billion revenue group with businesses in IT, Consulting and Business Process Services with a presence in 65 countries. Mr. Premji also serves as Chairman of Wipro Enterprises (P) Limited and as a director of Wipro GE\n\n-65-\n\n[Table of Contents](#toc_page)\n\n \n\nHealthcare Private Limited and in other entities of the promoter group. Mr. Premji has established the Azim Premji Foundation and its related entities, which do extensive philanthropic work in India. The work spans from the Foundation’s direct work in 14 states in improving public education and health, childcare, and livelihoods, as also in all other states of the country through over 1900 partners supported by multi-year financial grants. The Foundation also runs the not-for-profit Azim Premji University which is focused on programs in education and related fields of human development.\n\nOver the years, Mr. Premji has received numerous honors and accolades, which he considers to be recognitions for Wipro and the Foundation teams. BusinessWeek listed him amongst the top 30 entrepreneurs in world history. Financial Times, Time, Fortune and Forbes have all named him as one of the most influential people in the world, citing his leadership in business and philanthropy, including the contributions to improving public education. The Journal of Foreign Policy listed him amongst the top global thinkers. Economic Times bestowed Mr. Premji with the Lifetime Achievement Award. He is the first Indian recipient of the Faraday Medal and has been conferred honorary doctorates by the Michigan State University and Wesleyan University (in the US), and the Indian Institutes of Technology at Bombay, Roorkee and Kharagpur, amongst others. The Republic of France bestowed upon him the highest French civilian distinction, the Chevalier de la Legion d’Honneur (Knight of the Legion of Honor) in November 2018. The Carnegie Medal of Philanthropy was bestowed on him in 2017. In January 2011, he was bestowed with the Padma Vibhushan, the second highest civilian award in India.\n\nMr. Premji has a graduate degree in Electrical Engineering from Stanford University. Mr. Premji is the father of Mr. Rishad A. Premji, the Chairman of the Company.\n\nSrinivas Pallia is the Chief Executive Officer and Managing Director of the Company. In his role as the CEO, Mr. Pallia sets the vision and strategy for Wipro’s business and leads a team of global leaders to drive consistent execution of Wipro’s Consulting-led, AI-powered approach across six continents.\n\nMr. Pallia has a track record of building cross-functional, cross-regional teams that deliver on clients’ most complex business and digital transformation needs. His focus on client-centricity and ability to lead through major industry transformations have been instrumental in driving ongoing value for clients as well as consistent profitable growth for the businesses he has led.\n\nPrior to assuming the Global CEO role, Mr. Pallia served as CEO of Wipro’s Americas 1 Strategic Market Unit (SMU), turning it into Wipro’s largest and fastest growing SMU. In his more than three decades at Wipro, Mr. Pallia has held numerous leadership roles, including President of Wipro’s Consumer Business Unit and Global Head of Business Application Services.\n\nMr. Pallia holds a bachelor’s degree in engineering, and a master’s in management studies from the Indian Institute of Science, Bengaluru. He graduated from Harvard Business School’s Leading Global Businesses executive program, and the Advanced Leadership Program at McGill Executive Institute.\n\nDr. Patrick J. Ennis became a director of the Company in April 2016 and served as a member of our Administrative and Shareholders/Investors Grievance Committee until March 31, 2026. Dr. Ennis has more than 30 years of experience as a scientist, engineer, businessman and venture capitalist. He is currently a Venture Partner at Madrona Venture Group and serves on the Boards of Yoodli Inc. and Tangibly Inc., venture funded private companies. Previously, he was Global Head of Technology for Intellectual Ventures where he led start-up incubation and technology commercialization around the world. He was also the founding CTO of Xinova. He was also at ARCH Venture Partners where he built start-ups from universities and national labs. He also held positions with Lucent, AT&T and Bell Labs, and conducted research in Nuclear Physics at labs in North America and Europe. He is an inventor of several patents, has written articles and book chapters and is a frequently invited speaker.\n\nDr. Ennis has served on numerous corporate, educational, and non-profit boards. He earned a PhD and M.S. in Physics from Yale, an M.B.A. from Wharton and a B.S. in Math and Physics from the College of William & Mary, where he was elected to Phi Beta Kappa.\n\nPatrick Dupuis became a director of the Company in April 2016. He previously served as Chairman and as member of our Nomination and Remuneration Committee until March 31, 2026. Currently, Mr. Dupuis serves as a member of the Board of Directors and Co-Chair of St. Joseph Financial Services and also provides executive coaching to C-suite and mid-career executives, mostly with non-profit organizations. He previously served as advisor and interim executive for Hellman & Friedman, based in San Francisco, during the preparation for the merger between Kronos and Ultimate Software. He is a former officer of global technology platform and payments leader, PayPal Holdings, Inc., where he facilitated the company’s listing on Nasdaq in 2015 and its double-digit global expansion, serving as Chief Financial Officer, then SVP for Quality and Productivity. Prior to joining PayPal, Mr. Dupuis was Chief Financial Officer of SITEL Worldwide Corporation, a leader in customer service and Chief Financial Officer of BJC HealthCare, one of the largest non-profit health care organizations in the United States.\n\n-66-\n\n[Table of Contents](#toc_page)\n\n \n\nHe started his career in 1984 at General Electric, where he held multiple executive positions over 20 years, including head of GE’s famed Audit Staff, Chief Financial Officer of GE Healthcare and General Manager of GE Capital International Services (now, Genpact). Throughout his career, Mr. Dupuis has been an enabler of growth, transformation at scale and talent development. Mr. Dupuis graduated from the École de Management de Lyon in France.\n\nDeepak M. Satwalekar became a director of the Company in July 2020. Mr. Satwalekar is the Chairman of our Audit, Risk and Compliance Committee and Administrative and Shareholders/Investors Grievance Committee and a member of our Nomination and Remuneration Committee. Mr. Satwalekar is also the lead independent director of the Company.\n\nMr. Deepak M. Satwalekar was the Managing Director of HDFC Ltd., India’s first and largest specialized provider of housing finance. He then became Managing Director and CEO of HDFC Standard Life Insurance Co. Ltd. (2000-2008), the first private-sector life insurance company registered in India after 1956.\n\nMr. Satwalekar has also been a consultant to the World Bank, the Asian Development Bank, the United States Agency for International Development (USAID), and the United Nations Human Settlements Programme (HABITAT). He served on the India Advisory Board of a large European bank and is active on advisory boards of several non-profit organizations supporting primary education for the low-income and underprivileged communities in rural and urban India.\n\nMr. Satwalekar has chaired the RBI Committee on corporate governance in public sector banks and was a member of several industry and government/regulatory authority committees, including the Insurance Regulatory and Development Authority of India and Pension Fund Regulatory & Development Authority. He received the Distinguished Alumnus Award from IIT, Bombay. He also served as the Chairman of the Board of Governors of the Indian Institute of Management, Indore. He also previously served on the board of Asian Paints Limited.\n\nMr. Satwalekar is the Chairman of Home First Finance Company India Limited and is on the Board of Germinait Solutions Private Limited.\n\nMr. Satwalekar brings over four decades of experience in areas such as finance, banking, sales and marketing, risk management, operations and cybersecurity, among others.\n\nMr. Satwalekar holds a Bachelor’s Degree of Technology in Mechanical Engineering from Indian Institute of Technology, Bombay and Masters in Business Administration from The American University, Washington D.C., USA.\n\nTulsi Naidu became a director of the Company in July 2021 and is a member of our Audit, Risk and Compliance Committee. She also serves as the Chairperson of our Nomination and Remuneration Committee. She has 30 years of financial services experience in Europe and Asia. She is CEO Asia Pacific of Zurich Insurance Group (“Zurich”), a member of Zurich’s Group Executive Committee, a trustee of the Z Zurich Foundation. She also currently serves as a non-executive director on the Board of Directors of Zurich Kotak General Insurance Company (India) Limited. Prior to her current role, Ms. Naidu was CEO of Zurich Group in the United Kingdom.\n\nPrior to joining Zurich, Ms. Tulsi Naidu spent 14 years at Prudential Plc (up to 2016) in a variety of executive positions across their UK and Europe business. Her last position with Prudential was Executive Director, UK & Offshore. She was previously Chief Operating Officer for Prudential UK & Europe and prior to that held a number of general management roles.\n\nMs. Naidu has experience of over two decades as a reputed and internationally experienced leader from the financial services industry and comes with wide management experience and expertise across the fields of Strategy, Credit, Insurance, Information Technology including Cybersecurity and Risk management among others.\n\nMs. Tulsi Naidu holds a Post Graduate Diploma in Management from Indian Institute of Management, Ahmedabad and bachelor’s degree in Mathematics, Economics and Statistics from Nizam College, Hyderabad.\n\nPäivi Rekonen became a director of the Company in October 2022 and is a member of our Nomination and Remuneration Committee. She is also a member of our Administrative and Shareholders/Investors Grievance Committee with effect from April 1, 2026. Ms. Rekonen brings over 25 years of experience in technology as well as in banking and services.\n\nMs. Rekonen was Chair of the Board of Directors of Amina Bank AG, Chair of its Strategy and Technology Committee and a member of its Nomination and Remuneration Committee, until April 28, 2026 She is also a member of the Board of Directors at Konecranes Plc and serves on its Audit Committee. She is a member of the Supervisory and Foundation Boards of the International Institute for Management Development (IMD) and serves on its Audit and People Committees. In June 2025, Ms. Rekonen was appointed as a Non-Executive Independent Director on the Board of International Consolidated Airlines Group S.A. (IAG), where she serves on the Nominations Committee and the Environment and Corporate Responsibility Committee.\n\n-67-\n\n[Table of Contents](#toc_page)\n\n \n\nMs. Rekonen’s international career has been shaped by executive leadership roles in functions including technology, human resources, and consulting at various global organizations such as Nokia and Cisco, among others. Ms. Rekonen is an independent strategy advisor and professional board member from 2018 onwards.\n\nMs. Rekonen holds Master's degrees in Social Sciences, and Economics and Business Administration from the University of Jyväskylä, Finland.\n\nN. S. Kannan became a director of the Company in October 2023 and serves as a member of our Audit, Risk and Compliance Committee, bringing over 32 years of experience in the Financial Services domain, including Banking and Insurance. Mr. Kannan superannuated as the Managing Director and Chief Executive Officer at ICICI Prudential Life Insurance Co. Ltd. in June 2023. During his tenure as Managing Director and CEO, Mr. Kannan led the Company's transformation into a multi-product and multi-channel company. Mr. Kannan has served in various leadership roles in the ICICI group, including as Executive Director and CFO of ICICI Bank. Mr. Kannan has also served as Chairman/Non-Executive Director of various ICICI group companies.\n\nMr. Kannan has also been part of several committees constituted by various regulatory bodies. He is a member of the Reserve Bank of India’s Academic Council of College of Supervisors, Advisory Group on Regulation and Standing External Advisory Committee for evaluating applications for Universal Banks as well as Small Finance Banks, the Insurance Regulatory and Development Authority of India’s Insurance Advisory Committee.\n\nMr. Kannan serves as an Independent Director on the Board of the National Bank for Financing Infrastructure and Development, where he is the Chair of the IT Strategy Committee, and a member of the Audit Committee, Executive Committee and the Special Committee for Monitoring and Follow up of Frauds. He is also an Independent Director on the Board of Bangalore International Airport Limited and serves as the Chair of Audit Committee and Finance Sub Committee. In addition, Mr. Kannan is an Independent Director on the Boards of TransUnion CIBIL Limited and Jio BlackRock Asset Management Private Limited, where he also serves on various committees.\n\nMr. Kannan, having been at the helm of companies in the financial services domain, has extensive experience and exposure. He comes with leadership experience, and expertise across finance, strategy, corporate governance, audit, risk management including cybersecurity risk, among others.\n\nMr. Kannan holds an honors graduate degree in Mechanical Engineering from the National Institute of Technology (NIT), Trichy and is a distinguished alumnus of NIT. He is a Chartered Financial Analyst from the ICFAI India. He holds a Postgraduate Diploma in Management from Indian Institute of Management, Bangalore, with a gold medal for the best all-round performance.\n\nLaura Marie Miller became a director of the Company with effect from April 1, 2026. She brings more than two decades of executive leadership experience guiding large, global organizations through transformation, modernization, and sustained performance improvement. Ms. Miller is widely recognized for helping enterprises navigate technology and AI-driven change, aligning digital and data capabilities with business strategy to support growth and long-term resilience.\n\nMs. Miller has held senior leadership roles across retail, hospitality, payments, and global technology operations, working closely with boards and executive teams during periods of significant change. As Executive Vice President and Chief Information and Data Officer at Macy’s, Ms. Miller played a central role in shaping the company’s digital, data, and AI strategy, leading enterprise-scale transformation initiatives that strengthened core operations and enabled new growth platforms. Her experience includes leading large-scale cloud migrations, deploying AI-enabled solutions, and modernizing supply-chain and operational capabilities.\n\nEarlier in her career, she held global leadership roles at InterContinental Hotels Group and First Data.\n\nMs. Miller brings deep public-company board experience. She previously served as a director of EVO Payments during a period of strong growth that culminated in its acquisition by Global Payments, and on the board of LGI Homes. She currently serves as a Non-Executive Director at NCR Voyix, where she chairs the Risk Committee and serves as the member of Audit Committee and Technology Committee.\n\nMs. Miller holds a Bachelor of Science in Information Systems Management and a Master of Science in Computer Systems Management from the University of Maryland.\n\nExecutive Officers\n\nAs on March 31, 2026, Mr. Rishad A. Premji, Mr. Srinivas Pallia and Ms. Aparna C. Iyer were the Executive Officers of the Company. For the profiles of Mr. Rishad A. Premji and Mr. Srinivas Pallia, please see “Directors” above. The profile of Ms. Aparna C. Iyer is set forth below.\n\n-68-\n\n[Table of Contents](#toc_page)\n\n \n\nAparna C. Iyer is the Senior Vice President and Chief Financial Officer of the Company. Ms. Iyer was appointed as Chief Financial Officer of the Company with effect from September 22, 2023 and has served with the Company in other finance positions since 2003, including Internal Audit, Business Finance, Finance Planning and Analysis, Corporate Treasury, and Investor Relations (“IR”).\n\nPreviously, Ms. Iyer was Senior Vice President and leading finance operations for one of Wipro’s largest global business lines.\n\nPrior to serving as CFO of Wipro's largest global business line, Ms. Iyer was the Corporate Treasurer and Head of Investor Relations for Wipro Limited.\n\nMs. Iyer is a Chartered Accountant (CA) and was a gold medalist of the CA 2002 batch.\n\nCompensation\n\nDirector Compensation\n\nOur Nomination and Remuneration Committee determines and recommends to our Board of Directors the compensation payable to our directors. The Board of Directors, in turn, approves and recommends such compensation to the shareholders for their approval. All board-level compensation is subject to approval by our shareholders. Each of our non-executive directors receives an attendance fee per meeting of ₹ 100,000 (U.S.$ 1,065.76) for every Board meeting they attend. Our directors are reimbursed for travel and out-of-pocket expenses in connection with their attendance at Board and Committee meetings. Additionally, we also compensate non-executive directors by way of commission, which is limited to a fixed sum payable as approved by the Board subject to a maximum of 1% of the net profits of the Company, in the aggregate, for all non-executive directors put together, as approved by the shareholders. Further, the non-executive non-independent director is entitled to maintenance of the Founder Chairman’s office, including an executive assistant at the Company’s expense and reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per the Company’s policy.\n\nThe Nomination and Remuneration Committee has created a policy for the selection and appointment of directors, including determining qualifications and independence of directors, key managerial personnel and senior management personnel, and their respective remuneration, as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.\n\nThe aggregate commission to our non-executive directors for the year ended March 31, 2026 was ₹ 137.11 million (U.S.$ 1.46 million). There were no stock options granted to non-executive directors as of March 31, 2026 and the details of shares held by non-executive directors as of March 31, 2026 are reported elsewhere in this Item 6 under the section titled “Share Ownership”.\n\nExecutive Compensation\n\nThe annual compensation of our executive directors is approved by the Nomination and Remuneration Committee, within the parameters set by the shareholders at the general meeting. Remuneration of our executive officers, including our executive directors, consists of fixed components and a variable performance-linked incentive. The variable performance linked incentive portion is earned under our Variable Pay Scheme. This is a variable pay program for all associates, including executive officers, which is deemed to be part of each associate’s salary. The variable pay of our executive officers, including the Chief Executive Officer and Managing Director, is based on clearly laid out criteria and measures, which are linked to the desired performance and business objectives of the Company. The criteria for variable pay, which is paid out quarterly / annually, includes financial parameters like revenue and operating margin achievement against target, incremental consolidated net profits of the Company over the previous fiscal year, and other strategic goals as decided by the Board from time to time. Apart from the variable pay component, long term incentives are granted to executive officers, including the Chief Executive Officer and Managing Director, which includes both time-based restricted stock units (“RSUs”) and performance-based stock units (“PSUs”).\n\nThe following table presents the annual and long-term compensation earned, awarded or paid for services rendered for the fiscal year 2026 by our executive officers as of March 31, 2026. For the convenience of the readers, the amounts paid / payable in Indian Rupees have been converted into U.S. Dollars based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on March 31, 2026 which was ₹ 93.83 per U.S.$ 1.\n\n \n\nName\n\nSalary and\nallowances\nU.S.$\n\nCommission/\nvariable\nPay\nU.S.$\n\nOthers\nU.S.$\n\nLong-term\ncompensation\n(Deferred\nBenefit) (2) (3)\nU.S.$\n\nTotal\nU.S.$\n\nRishad A. Premji (1)\n\n673,158\n\n23,173\n\n3,639\n\n73,243\n\n773,213\n\nSrinivas Pallia (1)(4)\n\n1,651,897\n\n1,050,303\n\n2,479,904\n\n108,464\n\n5,290,568\n\nAparna C. Iyer (4)\n\n \n\n \n\n226,193\n\n \n\n \n\n \n\n86,808\n\n \n\n \n\n \n\n364,234\n\n \n\n \n\n \n\n40,514\n\n \n\n \n\n \n\n717,749\n\n \n\n-69-\n\n[Table of Contents](#toc_page)\n\n \n\n \n\n(1)\nMr. Rishad A. Premji and Mr. Srinivas Pallia are entitled to a commission at the rate of 0.35% on incremental consolidated net profits of the Company over the previous fiscal year.\n\n(2)\nDeferred benefits are payable to associates by way of our contribution to the Provident Fund, Pension Fund, Social Security contribution and Social Insurance (health and retirement funds) as applicable. The Provident Fund is a statutory fund to which the Company and our employees contribute every month. A lump sum payment on separation and a pension payment on attaining the age of superannuation are payable from the balance standing to the credit of the Fund, as per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.\n\n(3)\nUnder our pension plans, any pension that is payable to an employee is not computed on the basis of final compensation, but on the accumulated pension fund to the credit of the employee as at the date of separation, death, disability or retirement.\n\n(4)\nThe remuneration of executive officer is computed on an accrual basis. It includes the amortization of RSUs, which vest over a period of time, and PSUs that will vest based on performance parameters of the Company.\n\nWe operate in numerous countries and compensation for our officers and employees may vary significantly from country to country. As a general matter, we seek to pay competitive salaries in all the countries in which we operate.\n\nThere were no stock options granted to Mr. Rishad A. Premji in fiscal year 2026. Details of stock options granted to executive director as of March 31, 2026 and stock options held and exercised by executive officers through March 31, 2026 are reported elsewhere in this Item 6 under the section titled “Share Ownership.”\n\nBoard Composition\n\nOur Articles of Association provide that the minimum number of directors on our Board of Directors shall be four and the maximum number of directors shall be fifteen, which may be increased by passing a special resolution of the shareholders. As of March 31, 2026, we had nine directors on our Board. Following the completion of tenure of Dr. Ennis and Mr. Dupuis and the appointment of Ms. Miller, we currently have eight directors on our Board. Our Articles of Association provide that at least two-thirds of our directors shall be subject to retirement by rotation. One-third of these directors must retire from office at each Annual General Meeting of the shareholders, but each retiring director is eligible for re-election at such meeting. Independent directors are not subject to retirement by rotation, and the Chairman of our Board is not subject to retirement by rotation. Accordingly, our Chief Executive Officer and Managing Director, and non-executive non-independent director, are currently subject to retirement by rotation. The positions of the terms of all our directors are as given below.\n\n \n\nName\n\nExpiration of current term of office\n\nTerm of office\n\nRishad A. Premji\n\nJuly 30, 2029\n\n5 years\n\nAzim H. Premji\n\nJuly 30, 2029\n\n5 years\n\nSrinivas Pallia\n\nApril 6, 2029\n\n5 years\n\nDr.Patrick J. Ennis (1)\n\nMarch 31, 2026\n\n5 years\n\nPatrick Dupuis (1)\n\nMarch 31, 2026\n\n5 years\n\nDeepak M. Satwalekar\n\nJune 30, 2030\n\n5 years\n\nTulsi Naidu (2)\n\nJune 30, 2026\n\n5 years\n\nPäivi Rekonen\n\nSeptember 30, 2027\n\n5 years\n\nN. S. Kannan\n\n \n\nSeptember 30, 2028\n\n \n\n5 years\n\nLaura Marie Miller(3)\n\n \n\nMarch 31, 2031\n\n \n\n5 years\n\n(1)\nDr. Patrick J. Ennis and Mr. Patrick Dupuis completed their tenure as Independent Directors of the Company with effect from the close of business hours on March 31, 2026.\n\n(2)\nThe Board of Directors, at its meeting held over April 15-16, 2026, approved the re-appointment of Ms. Tulsi Naidu as an Independent Director for a second term of five years with effect from July 1, 2026 to June 30, 2031, subject to the approval of the Members of the Company. The re-appointment was approved by the Members of the Company vide special resolution dated May 21, 2026, passed through postal ballot by e-voting.\n\n(3)\nOn March 5, 2026, the Board of Directors approved the appointment of Ms. Laura Marie Miller as an Additional Director in the capacity of Independent Director for a term of five years, with effect from April 1, 2026 to March 31, 2031, subject to the approval of the Members of the Company. The appointment was approved by the Members of the Company vide special resolution dated May 21, 2026, passed through postal ballot by e-voting.\n\nTerms of Employment Arrangements\n\nUnder the Companies Act, 2013, our shareholders must approve the salary, bonus and benefits of all executive directors. Each of our executive directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, performance bonus and benefits including vacation, medical reimbursement and pension fund contributions. These agreements have varying terms, but either we or the executive director may generally terminate the agreement upon six months’ notice to the other party.\n\n-70-\n\n[Table of Contents](#toc_page)\n\n \n\nThe terms of our employment arrangements with Mr. Rishad A. Premji, Mr. Srinivas Pallia and Ms. Aparna C. Iyer provide for up to a 180-day notice period, and country-specific leave allowances in addition to statutory holidays, and an annual compensation review. Additionally, these officers are required to relocate as we may determine, and to comply with confidentiality provisions. Service contracts with our executive directors and officers provide for our standard retirement benefits that consist of a pension and gratuity which are offered to all of our employees, but no other benefits upon termination of employment except as mentioned below.\n\nPursuant to the terms of the employment arrangement with Mr. Pallia, if his employment is terminated by the Company, the Company is required to pay Mr. Pallia severance pay equivalent of 12 months’ base salary.\n\nWe also indemnify our directors and officers for claims brought under any rule of law to the fullest extent permitted by applicable law.\n\nAmong other things, we agree to indemnify our directors and officers for certain expenses, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Company, arising out of such person’s services as our director or officer, including claims which are covered by the director’s and officer’s liability insurance policy taken by the Company.\n\nBoard Committee Information\n\nAudit, Risk and Compliance Committee\n\nThe Audit, Risk and Compliance Committee of our Board reviews, acts on and reports to our Board of Directors with respect to various auditing, accounting and compliance matters. The roles and responsibilities include overseeing:\n\n•\nAuditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders;\n\n•\nTo oversee the independence of the external auditors and review any disclosed relationships or services that may impact the objectivity and independence of the external auditors;\n\n•\nIntegrity of the Company’s financial statements and discussions with the independent auditors regarding the scope of the annual audits and fees to be paid to the independent auditors;\n\n•\nPerformance of the Company’s internal audit function, independent auditors and accounting practices;\n\n•\nCompliance with legal and statutory requirements;\n\n•\nReview and approval of related party transactions and functioning of whistle blower mechanism;\n\n•\nImplementation of the applicable provisions of the Sarbanes-Oxley Act, including review of the progress of internal control mechanisms to prepare for certification under Section 404 of the Sarbanes-Oxley Act;\n\n•\nReview of utilization of loans and advances from, and investment by, the Company in its subsidiaries;\n\n•\nEvaluation of internal financial controls, and monitoring and reviewing of the risk management plan and such other functions as the Board of Directors may deem fit;\n\n•\nFormulation and implementation of the risk management policy, including evaluating the adequacy of risk management and internal control systems;\n\n•\nApproval of appointment of Chief Financial Officer of the Company after assessing the qualifications, experience and background, including remuneration and terms of appointment of the candidate; and\n\n•\nEvaluation of risks related to cybersecurity and significant risk exposures of the Company and assessment of steps taken by management to mitigate the exposures in a timely manner (including business continuity and disaster recovery planning).\n\nAll members of our Audit, Risk and Compliance Committee are independent non-executive directors who are financially literate. The Chairman of our Audit, Risk and Compliance Committee has accounting and related financial management expertise.\n\nIndependent auditors as well as internal auditors have independent meetings with the Audit, Risk and Compliance Committee and also participate in the Audit, Risk and Compliance Committee meetings.\n\nOur Chief Financial Officer and other corporate officers make periodic presentations to the Audit, Risk and Compliance Committee on various issues.\n\nThe Audit, Risk and Compliance Committee is comprised of the following three non-executive directors:\n\n-71-\n\n[Table of Contents](#toc_page)\n\n \n\nMr. Deepak M. Satwalekar – Chairman\n\nMs. Tulsi Naidu and Mr. N. S. Kannan – Members\n\nDuring the year ended March 31, 2026, our Audit, Risk and Compliance Committee held five meetings. The charter of the Audit, Risk and Compliance Committee is available under the investor relations section on our website at www.wipro.com.\n\nNomination and Remuneration Committee\n\nThe Nomination and Remuneration Committee reviews, acts on and reports to our Board of Directors with respect to various nomination and remuneration matters. This committee also acts as the Corporate Social Responsibility Committee.\n\nThe roles and responsibilities of the committee include:\n\n•\nDetermining the composition of the Board of Directors and the Committees of the Board;\n\n•\nIdentifying persons who are qualified to become directors, key managerial personnel and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;\n\n•\nFormulating the criteria for determining qualifications, positive attributes, and independence of a director;\n\n•\nDeveloping, periodically reviewing, and recommending to the board a set of corporate governance guidelines;\n\n•\nReviewing the Company’s policies that relate to ESG matters;\n\n•\nCarrying out evaluation of the Board, its Committees and every director’s performance in accordance with established evaluation criteria;\n\n•\nTalent development, employee engagement and retention;\n\n•\nFormulating compensation policies, including for whole-time directors, key personnel, Chairman of the Company, CEO, key management personnel, senior management personnel and other employees, to attract and retain talent;\n\n•\nEnsuring orderly succession planning for Board members, key managerial personnel and senior management;\n\n•\nFormulating, adopting, administering, enforcing, and modifying the employee stock option schemes; and\n\n•\nFormulating and recommending to the Board a corporate social responsibility(“CSR”) policy which shall indicate the activities to be undertaken by the Company.\n\nOur Chief Human Resources Officer makes periodic presentations to the Nomination and Remuneration Committee on compensation reviews and performance-linked compensation recommendations. All members of the Nomination and Remuneration Committee are independent non-executive directors. The Nomination and Remuneration Committee is the apex body that oversees our CSR policy and programs. The Nomination and Remuneration Committee comprises of the following four non-executive directors:\n\nMs. Tulsi Naidu – Chairperson\n\nMr. Patrick Dupuis (until March 31, 2026), Mr. Deepak M. Satwalekar and Ms. Päivi Rekonen – Members\n\nDuring the year ended March 31, 2026, our Nomination and Remuneration Committee held five meetings. The charter of the Nomination and Remuneration Committee is available under the investor relations section on our website at www.wipro.com.\n\nAdministrative and Shareholders/Investors Grievance Committee (also known as Stakeholders Relationship Committee)\n\nThe Administrative and Shareholders/Investors Grievance Committee reviews, acts on and reports to our Board of Directors with respect to various matters relating to stakeholders. The roles and responsibilities include:\n\n•\nRedressal of grievances of the shareholders of the Company pertaining to transfer or transmission of shares, non-receipt of annual report and declared dividends, issue of new or duplicate share certificates, and grievances pertaining to corporate actions;\n\n•\nApproving consolidation, split or sub-division of share certificates, transmission of shares, issue of duplicate share certificates, re-materialization of shares;\n\n•\nReviewing the grievance redressal mechanism implemented by the Company in coordination with Company’s Registrar and Transfer Agent (“RTA”) from time to time;\n\n-72-\n\n[Table of Contents](#toc_page)\n\n \n\n•\nReviewing the measures taken by the Company for effective exercise of voting rights by shareholders;\n\n•\nImplementing and overseeing the procedures and processes in handling and maintenance of records, transfer of securities and payment of dividend by the Company, RTA and dividend processing bank;\n\n•\nReviewing the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports and statutory notices by the shareholders of the Company;\n\n•\nOverseeing administrative matters like the opening and closure of Company’s bank accounts and the grant and revocation of general, specific and banking powers of attorney, setting up branch offices and;\n\n•\nConsidering and approving allotment of equity shares pursuant to the exercise of stock options and other administrative matters as delegated by the Board from time to time.\n\nThe Committee is comprised of the following three directors:\n\nMr. Deepak M. Satwalekar – Chairman\n\nMr. Rishad A. Premji and Dr. Patrick J. Ennis (until March 31, 2026) – Members\n\nEffective April 1, 2026, Ms. Päivi Rekonen was appointed as Member of the Committee.\n\nDuring the year ended March 31, 2026, our Administrative and Shareholders/Investors Grievance Committee held four meetings. The charter of the Administrative and Shareholders/Investors Grievance Committee is available under the investor relations section on our website at www.wipro.com.\n\nEmployees\n\nAs of March 31, 2024, 2025 and 2026, we and our subsidiaries had more than 232,000, 230,000 and 240,000 employees, respectively. As of March 31, 2024, 2025 and 2026, more than 41,000, 38,000 and 38,000, respectively, employees were located outside India. We have increasingly focused on hiring local resources in the countries where we operate. Highly trained and motivated people are critical to the success of our business. To achieve this, we focus on attracting and retaining the best people possible. A combination of strong brand name, a congenial working environment and competitive compensation programs enables us to attract and retain these talented people. Our relationship with employees and employee groups is based on mutual trust and respect and we continue to maintain the same spirit at all times.\n\nHiring\n\nPeople remain central to Wipro’s long term value creation, and the Company continues its efforts to strengthen its talent ecosystem through our structured and technology enabled Talent Sourcing. Hiring spans early career, lateral, and senior leadership roles and is supported through a multi-channel approach, including sources such as career platforms, social media, employee referrals, job boards, advertisements, consultants, and walk in channels, with continued focus on candidate experience and role-to-candidate alignment. Our Employee Value Proposition (EVP) remains embedded across the hiring lifecycle. Technology, automation, and AI-enabled tools are utilized to support improved hiring timelines, qualitative hiring outcomes, and operational efficiency. The Company continues to focus on attracting the best available talent, including the re-hiring of high performing employees, supported by structured approaches to compensation and band alignment. AI-based platforms also enable visibility of internal opportunities, rotations, and redeployment, supporting internal mobility, workforce deployment, and retention of skills.\n\n-73-\n\n[Table of Contents](#toc_page)\n\n \n\nPowering Impact in a Consulting-Led, AI-Powered Enterprise\n\nTechnology trends and expectations from clients are reshaping Wipro’s business. Such trends and expectations demand a transformation in our workforce, with a greater focus on - roles that are AI-disrupted, AI-aided, AI-created, and human centric. Wipro’s connected technology ecosystem integrates talent development, people experience and, performance outcomes to drive innovation and deliver impact.\n\nIntegrated Talent Skilling and Capability Development\n\nAs digital capabilities become business‑critical, competition for AI talent is intensifying. Wipro’s future-ready talent skilling is fueled by a deep focus on AI skilling and capability building. Wipro’s AI‑at‑scale strategy is designed to build an AI‑first mindset, equip associates with critical skills and advanced developer tools, and accelerate productivity, client transformation, and innovation. Our AI‑powered initiative aims to develop responsible AI-use practices through flexible academies and targeted learning across core AI technologies.\n\nContinuous Skilling and Development Programs\n\nOur talent development programs are focused on client‑specific skills, and targets up-skilling, re-skilling, and role‑aligned career pathways- to help build an agile, future‑ready workforce with a sustained competitive advantage.\n\nWipro’s talent and leadership ecosystem is designed to operate at enterprise scale, anchored in strong ethical foundations, future‑ready skills, and leadership qualities that deliver sustained impact. A robust framework built to promote ethical and responsible compliance training acts as a constant guardrail to support and encourage, adherence to evolving legal, regulatory, and customer expectations while enabling growth across markets.\n\nWe aim to build competency intentionally across the talent lifecycle. Early‑career readiness is accelerated through MySkillZ-our competency framework that integrates AI fluency into daily work, to drive continuous learning while contributing to enterprise transformation. Development of deep technical and architectural capability is promoted through structured programs such as our Architect Certification Essential (ACE), AI Academy, and Cloud Academy, and supported by hands‑on labs and community‑led initiatives that are designed to scale advanced skills across the workforce. Our Account Academies are designed to further ensure skills are aligned with client needs by encouraging application of learned skills to industry, domain, and delivery outcomes. Together, these capability investments help strengthen readiness at scale across various roles, technologies, and client needs.\n\nLeadership development is treated as a strategic lever. Our Management Academy is focused on empowering associates transitioning into people and delivery leadership roles to be ready for such roles early in their leadership journey. At the enterprise level, the Wipro Leadership Institute (WLI) shapes senior leaders who are self‑aware, client‑centric, and capable of driving collaboration and innovation at scale. WLI’s flagship programs delivered in person and complemented by executive coaching and partnerships with leading global institutions reinforce the belief that a strong learning culture starts at the top. Leaders are expected to role‑model our Key Leadership Capabilities anchored in the Wipro Leader Success Profile, translating leadership experiences into everyday action.\n\nTargeted capability interventions strengthen go‑to‑market leadership, sales effectiveness, people management, and diversity in leadership, supported by focused programs for managerial personas, mid‑career women leaders, and critical client‑facing roles. In parallel, the evolution of Wipro’s Next Gen Associates (NGA) hiring model from “Hire and Train” to “Train and Hire” strengthens the future tech‑talent pipeline by building business‑critical skills early through structured learning, internships, and hands‑on experience.\n\nTogether, these programs empower associates to build capabilities that matter most-aligning individual growth with client impact and Wipro’s AI‑powered transformation journey.\n\nPerformance Management with AI-infused Talent Practices\n\nAt Wipro, performance management is designed as a continuous, fair, and outcome driven process that enables associates to deliver sustained impact while supporting long term growth. Clear goals and objectives, transparent bi-annual appraisal and feedback processes, such as 360-degree surveys and feed-forward mechanisms, our performance management system promote strong alignment between individual contribution, business priorities, and Wipro values led culture.\n\n-74-\n\n[Table of Contents](#toc_page)\n\n \n\nPerformance is tightly integrated with career development through a clear rating definitions, role and skill-based frameworks, and role rotations. Associates can set goals, track progress, and access actionable performance insights. Rewards and career progression are linked to sustained high performance, reinforcing a meritocratic, high-performance culture that drives engagement, purpose, and results at scale. This approach reinforces continued performance, growth and development opportunities.\n\nThe talent ecosystem is powered by AI‑enabled talent practices that connect skills, performance, careers, and opportunity. Platforms such as iAspire, an AI‑powered career management system, and WiNow, a conversational talent bot, provide real‑time visibility into skills and aspirations, encourages faster deployment of best‑fit talent and application of learned skills to real‑world problems. Wipro’s integrated Human Capital Management System (HCM) on Success Factors further connects skilling, performance, and career mobility into a single, insight‑driven experience.\n\nCompensation\n\nWe seek to provide compensation programs that support consistent and sustainable corporate performance and facilitate the attraction and retention of high‑performing and high‑potential talent. Our compensation philosophy aims to recognize individual contributions while reinforcing collective performance, outcomes, and long‑term value creation. We periodically assess pay competitiveness relative to identified peers, markets, and geographies, taking into account the size and scope of roles, as well as the skills, experience, and market positioning of incumbents, from a total rewards perspective.\n\nOur compensation structure comprises cash‑based elements, including fixed-pay and short‑term incentives, and non‑cash elements such as benefits, including retirement and health‑related benefits. Eligible leaders are also granted long‑term incentives. Executive compensation is aligned with the delivery of long‑term, sustainable value for shareholders and other stakeholders, and accordingly, a significant portion of total compensation is linked to the achievement of short‑term and long‑term corporate and business unit performance objectives.\n\nOver the years, we have implemented various equity‑based incentive programs as part of our overall compensation framework, including an employee stock purchase plan introduced in 1984, employee stock option plans adopted in 1999 and 2000, restricted stock unit plans adopted in 2004, 2005, and 2007, and the Wipro Equity Reward Trust employee stock purchase plan adopted in 2013.\n\nIn July 2024, we adopted a new scheme for the grant of employee stock options, PSUs, and/or RSUs to eligible employees of the Company and Wipro Limited group companies.\n\n-75-\n\n[Table of Contents](#toc_page)\n\n \n\nShare Ownership\n\nThe following table sets forth, as of March 31, 2026, for each director and executive officer, the total number of equity shares, ADSs and vested and unexercised options to purchase equity shares and ADSs exercisable within 60 days of March 31, 2026. Beneficial ownership is determined in accordance with the rules of the SEC. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder and, unless otherwise indicated below, we believe the persons named in the table have sole voting and sole investment power with respect to all the shares shown as beneficially owned. The number of shares beneficially owned includes equity shares, equity shares underlying ADSs and the shares subject to vested options that are currently exercisable or exercisable within 60 days of March 31, 2026. Our directors and executive officers do not have a differential voting right with respect to their equity shares, ADSs, or options to purchase equity shares or ADSs. For the convenience of the readers, the stock option exercise price has been translated into U.S. Dollars based on the certified foreign exchange rates published by the Federal Reserve Board of Governors on March 31, 2026, which was ₹ 93.83 per U.S.$ 1. The share numbers and percentages listed below are based on 10,488,412,458 equity shares outstanding as of March 31, 2026.\n\n \n\nName\n\nEquity Shares\nbeneficially\nowned\n\nPercentage\nof Total\nEquity\nShares\nOutstanding\n\nEquity\nShares\nUnderlying\nOptions\nGranted\n\nExercise\nPrice\n(U.S.$)\n\nDate of expiration\n\nAzim H. Premji (1)(2)\n\n \n\n7,616,840,898\n\n72.62\n\n—\n\n—\n\n—\n\nSrinivas Pallia (3)(4)#\n\n1,314,512\n\n \n\n*\n\n \n\n212,674\n\n \n\n0.03\n\nMay 2028\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n394,965\n\n \n\n \n\n \n\n0.03\n\n \n\n \n\nMay 2028\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n33,915\n\n \n\n \n\n \n\n0.03\n\n \n\n \n\nMay 2028\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n62,984\n\n \n\n \n\n \n\n0.03\n\n \n\n \n\nMay 2028\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n393,750\n\n \n\n \n\n \n\n0.03\n\n \n\n \n\nMay 2029\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n731,250\n\n \n\n \n\n \n\n0.03\n\n \n\n \n\nMay 2029\n\nRishad A. Premji (2)\n\n13,537,782\n\n**\n\n*\n\n \n\n—\n\n—\n\n—\n\nPatrick Dupuis\n\n—\n\n—\n\n—\n\n—\n\n—\n\nPatrick J. Ennis\n\n—\n\n—\n\n—\n\n—\n\n—\n\nDeepak M. Satwalekar\n\n—\n\n—\n\n—\n\n—\n\n—\n\nTulsi Naidu\n\n—\n\n—\n\n—\n\n—\n\n—\n\nPäivi Rekonen\n\n—\n\n—\n\n—\n\n—\n\n—\n\nN. S. Kannan\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\nAparna C. Iyer (3)(4)\n\n311,306\n\n*\n\n \n\n65,590\n\n0.03\n\nMay 2028\n\n65,588\n\n0.03\n\nMay 2028\n\n108,083\n\n0.03\n\nMay 2029\n\n108,083\n\n0.03\n\nMay 2029\n\n \n\n(1)\nIncludes 1,886,826,730 shares held by Hasham Traders (a partnership firm), of which Mr. Azim H. Premji is a partner, 2,160,297,946 shares held by Prazim Traders (a partnership firm), of which Mr. Azim H. Premji is a partner, 2,202,133,582 shares held by Zash Traders (a partnership firm), of which Mr. Azim H. Premji is a partner, 2,711,906 shares held by Hasham Investment and Trading Company Pvt. Ltd., of which Mr. Azim H. Premji is a director, 680,385,966 shares held by Azim Premji Trust, of which Azim Premji Trustee Company Private Limited is the trustee company, of which Mr. Azim H. Premji is a director and shareholder, and 463,051,682 shares held by Mr. Azim H. Premji and members of his immediate family. In addition, 27,724,830 shares are held by Azim Premji Philanthropic Initiatives Private Limited, and 193,708,256 shares are held by Prazim Trading And Investment Company Pvt. Ltd. Mr. Azim H. Premji disclaims beneficial ownership of 27,724,830 shares held by Azim Premji Philanthropic Initiatives Private Limited and 680,385,966 shares held by Azim Premji Trust.\n\n(2)\nBetween June 9 and June 11, 2025, Azim Premji Trust disposed of 382,800,000 equity shares of the Company. Correspondingly, Hasham Traders, Prazim Traders, Prazim Trading and Investment Company Private Limited, and Zash Traders acquired 119,000,000, 119,000,000, 23,800,000, and 121,000,000 equity shares, respectively, pursuant to an inter‑se transfer among promoter group entities.\n\n(3)\nThe equity shares beneficially owned include vested and unexercised options to purchase equity shares exercisable within 60 days of March 31, 2026.\n\n(4)\nThe equity shares underlying options granted include options that will vest based on performance parameters of the Company.\n\n \n\n# Includes equity shares and ADSs representing equivalent underlying equity shares, acquired upon exercise of stock options.\n\n* Represents less than 1% of the total equity shares outstanding as of March 31, 2026.\n\n** Equity shares held by Mr. Rishad A. Premji are jointly with his relative and included in shareholding of Mr. Azim H. Premji.\n\n-76-\n\n[Table of Contents](#toc_page)\n\n \n\nEmployee Stock Option Plans\n\nWe have various RSUs plans (referred to as “stock option plans”). Our stock option plans provide for grants of options to eligible employees and directors. Our stock option plans are administered by our Nomination and Remuneration Committee, appointed by our Board of Directors. The Committee has the sole power to determine the terms of the units granted, including the exercise price, selection of eligible employees and directors, the number of equity shares to be covered by each option, the vesting and exercise periods, and the form of consideration payable upon such exercise. In addition, the Committee has the authority to amend, suspend or terminate the stock option plan with the approval of the shareholders, provided that no such action may adversely affect the rights of any participant under the plan.\n\nOur stock option plan generally does not allow for the transfer of options and only the optionee may exercise an option during his or her lifetime. The vesting period for the options under the stock option plans range from 12 months to a maximum of 84 months. An optionee generally must exercise any vested options within a prescribed period as per the respective stock option plans generally before the termination date of the stock option plan. A participant must exercise any vested options prior to termination of services with us or within a specified post-separation period ranging from seven days to six months from the date of the separation, depending on the reason for separation. If an optionee’s termination is due to death or disability, his or her option will fully vest and become exercisable. In case of retirement, the option will fully vest and become exercisable, subject to completion of the minimum vesting period prescribed under law.\n\nThe salient features of our stock plans are as follows:\n\n \n\nName of plan\n\nNumber of\noptions (1)\n\nRange of\nexercise\nprices (1)\n\nEffective date\n\nTermination\ndate\n\nOther remarks\n\nWipro ADS Restricted Stock Unit Plan\n\n (WARSUP 2004 plan)\n\n174,595,958\n\nU.S.$\n\n0.03\n\nJune 11, 2004\n\n—\n\nPerpetual until the\noptions are available\nfor grant under the\nplan\n\nWipro employee Restricted Stock Unit\n\n Plan 2005 (WSRUP 2005 plan)\n\n \n\n96,595,958\n\n₹\n\n 2\n\nJuly 21, 2005\n\n—\n\nPerpetual until the\noptions are available\nfor grant under the\nplan\n\nWipro employee Restricted Stock Unit\n\n Plan 2007 (WSRUP 2007 plan)\n\n \n\n67,663,302\n\n₹\n\n 2\n\nJuly 18, 2007\n\n—\n\nPerpetual until the\noptions are available\nfor grant under the\nplan\n\nWipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 (Wipro 2024 Scheme)\n\n \n\n \n\n400,000,000\n\n \n\nU.S.$\n\n₹\n\n0.03\n\n2\n\n \n\nJuly 18, 2024\n\n \n\n \n\n—\n\n \n\n \n\n \n\nPerpetual until the\noptions are available\nfor grant under the\nplan\n\n \n\n(1)\nSubject to adjustment for corporate action from time to time.\n\nPlease also refer to Note 29 of our Notes to Consolidated Financial Statements.\n\nWipro Equity Reward Trust (the “WERT”)\n\nWe established WERT in 1984 to allow our employees to acquire a greater proprietary stake in our success and growth, and to encourage our employees to continue their association with us. The WERT, which is administered by a Board of Trustees, is designed to give eligible employees the right to receive restricted shares and other compensation benefits at the times and on the conditions that we specify. Such compensation benefits include voluntary contributions, loans, interest and dividends on investments in the WERT and other similar benefits.\n\nPursuant to the shareholder approval at the shareholder meeting held in July 2014, the Company is authorized to transfer shares from the WERT to employees on exercise of vested Indian RSUs. During the year ended March 31, 2026, no shares were transferred by WERT to eligible employees on exercise of stock options. As of March 31, 2026, WERT held 11,905,480 shares of the Company.\n\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNone.\n\n-77-\n\n[Table of Contents](#toc_page)"}