It gives me immense pleasure to present the 79th Board's Report of Wipro Limited (the “Company”), on behalf of the Board of Directors (the “Board”), along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2025.
I. FINANCIAL PERFORMANCE
On a consolidated basis, your Company's sales decreased to H 890,884 Million for the current year as against H 897,603 Million in the previous year, recording a decrease of 0.75%. Your Company's net
profit increased to H 132,180 Million for the current year as against H 111,121 Million in the previous year, recording an increase of 18.95%.
On a standalone basis, your Company's sales increased to H 672,928 Million for the current year as against H 667,924 Million in the previous year, recording an increase of 0.75%. Your Company's net profit increased to H 107,924 Million in the current year as against H 91,186 Million in the previous year, recording an increase of 18.36%.
Key highlights of the financial performance of your Company for the financial year 2024-25 are provided below:
Particulars
|
Standalone
|
Consolidated
|
2024-25
|
2023-24
|
2024-25
|
2023-24
|
Sales
|
672,928
|
667,924
|
890,884
|
897,603
|
Other Income
|
38,598
|
30,458
|
38,840
|
26,308
|
Operating Expenses
|
(567,224)
|
(574,207)
|
(755,021)
|
(776,468)
|
Share of net profit/ (loss) of associates accounted for using the equity method
|
-
|
-
|
254
|
(233)
|
Profit before Tax
|
144,302
|
124,175
|
174,957
|
147,210
|
Provision for Tax
|
(36,378)
|
(32,989)
|
(42,777)
|
(36,089)
|
Net profit for the year
|
107,924
|
91,186
|
132,180
|
111,121
|
Other comprehensive (loss)/income for the year
|
511
|
3,810
|
4,148
|
7,059
|
Total comprehensive income for the year
|
108,435
|
94,996
|
136,328
|
118,180
|
Total comprehensive income for the period attributable to:
|
|
|
|
|
Non-controlling interests
|
-
|
-
|
848
|
504
|
Equity holders
|
108,435
|
94,996
|
135,480
|
117,676
|
Appropriations
|
|
|
|
|
Dividend
|
62,821
|
5,224
|
62,750
|
5,218
|
Equity Share Capital
|
20,944
|
10,450
|
20,944
|
10,450
|
Earnings per equity share
|
|
|
|
|
- Basic
|
10.32
|
8.62*
|
12.56
|
10.44*
|
- Diluted
|
10.29
|
8.59*
|
12.52
|
10.41*
|
Note: The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
*Earnings per share for the year ended March 31,2024, have been proportionately adjusted for the bonus issue in the ratio of 1:1 i.e. 1 (one) bonus equity share of H 2 each for every 1 (one) fully paid-up equity share held (including ADS holders).
Transfer to Reserves
Appropriation to Reserves for the financial year ended March 31, 2025, as per standalone and consolidated financial statements were:
Particulars
|
Standalone
|
Consolidated*
|
Net profit for the year
|
107,924
|
131,354
|
Balance of Reserves at the
|
567,369
|
734,880
|
beginning of the year
|
|
|
Balance of Reserves at the
|
608,067
|
802,697
|
end of the year
|
|
|
* Excluding non-controlling interest
For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the Statement of Changes in Equity included in the Standalone and Consolidated financial statements on page nos. 190 to 191 and 288 to 289 respectively of this Annual Report.
Share Capital
As on March 31, 2025, your Company's paid-up equity share capital stood at H 20,944 Million consisting of 10,472,136,049 equity shares of H 2 each.
During the financial year under review, there was an increase in the paid-up equity share capital of the Company, Details are provided below:
Particulars
|
No. of shares
|
Amount in E
|
Paid up equity share capital as on April 1, 2024
|
5,225,138,246
|
10,450,276,492
|
Equity shares allotted pursuant to exercise of stock options*
|
14,903,401
|
29,806,802
|
Bonus issue* (1:1)
|
5,232,094,402
|
10,464,188,804
|
Paid up equity share capital as on March 31, 2025
|
10,472,136,049
|
20,944,272,098
|
*The equity shares allotted ranked pari-passu with the existing equity shares of the Company.
Subsidiaries, Associate and Joint venture
As on March 31, 2025, your Company had 147 subsidiaries, 1 associate and 1 joint venture. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies
in Form AOC-1 is provided at page nos. 382 to 387 of this Annual Report. The statement also provides subsidiaries incorporated during the financial year, details of performance and financial position of each of the subsidiaries, associate and joint venture. There has been no material change in the nature of business of subsidiaries.
Audited financial statements together with related information and other reports of each of the subsidiary companies are available on the website of the Company at https://www.wipro.com/investors/ annual-reports/.
Your Company funds its subsidiaries from time to time, in the ordinary course of business and as per the funding requirements, through equity, loan, guarantee and/or other means to meet working capital requirements.
In terms of the Company's Policy on determining material subsidiary, during the financial year ended March 31, 2025, Wipro, LLC was determined as a material subsidiary whose turnover and net worth exceeds 10% of the consolidated turnover and net worth of the Company in the immediately preceding financial year.
Further details on the subsidiary monitoring framework have been provided as part of the Corporate Governance report.
Particulars of Loans, Guarantees and Investments
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (“Listing Regulations”), disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements.
II. BUSINESS AND OPERATIONS
Celebrating over 75 years of innovation, Wipro is a purpose-driven, AI-based technology and consulting Company employing over 230,000 experts across six continents helping customers, colleagues, and communities thrive in an ever-changing world.
We are recognized globally for our strong commitment to improve the communities we live and work in. The economic interest of two-thirds of the Company's shares is earmarked for philanthropy through the Azim Premji Foundation, working towards developing a just, equitable, humane, and sustainable society. We are globally appreciated for our unwavering commitment to sustainability. As a founding member of 'Transform to Net Zero', the Company aims to achieve the goal of zero-carbon emissions worldwide by 2040.
As part of our solutions, we bring together our deep industry knowledge, technology expertise, best of breed partners & start-ups, and hyper-scaler capabilities to solve the most complex problems for our clients.
We believe AI is a transformative force that will augment human capabilities and pave the way towards new AI-first business models, improve business productivity and enhance operational efficiency. Our ai360 strategy is focused on three dimensions: operate better by leveraging AI in all the internal functions, deliver better with AI-infused managed services for our clients, and change the game by reimagining business with AI-powered industry and cross-industry solutions.
Our IT Services segment provides a range of AI- powered IT and IT-enabled services including digital strategy advisory, customer-centric design, custom application design, development, re¬ engineering, maintenance, systems integration, package implementation, infrastructure services, cybersecurity services, data and analytics services, business process services, research and development, and hardware and software design.
Our IT Products segment provides a range of third-party IT products including computing platforms and storage, networking solutions, enterprise information security, and software products such as databases and operating systems. These products allow us to offer comprehensive IT system integration services as a complement to our IT services offerings. Our focus continues to be on consulting and digital engagements while taking a more selective approach to bidding for system integration engagements.
Business Strategy
Our vision is to be a trusted partner for our clients, guiding them through their transformation journey
with a consulting-led and AI-powered approach, and empowering them to become leaders in their industries.
We have defined five strategic priorities to accelerate growth in the IT Services segment: (1) building large accounts in profitable markets, prioritized sectors;
(2) sourcing, shaping and winning large deals;
(3) differentiating with industry and cross-industry solutions; (4) building talent at scale; and (5) five pillars of client centricity. Our growth will be supported by our focus on AI and M&A.
Further information on your Company's IT services and products offerings, industry and business overview are presented as part of the Management Discussion and Analysis Report (“MD & A Report”) from page no. 32 onwards.
Material Changes and Commitments affecting the Business Operations and Financial Position of the Company
The business environment showcased resilience amidst the economic uncertainties in the financial year ended March 31, 2025. Despite a decline in global inflation, services inflation remained persistent, putting pressure on monetary policy normalization. Growth in advanced economies remained modest while developing economies experienced slightly higher growth rates, driven by declining inflation and increasing capital flows. Supply chains continued to face disruptions from geopolitical tensions. Enterprises adopted a cautiously optimistic outlook by investing in technologies to stay resilient and mitigate risks.
The recent tariff announcements have resulted in heightened uncertainty and has impacted the demand environment in certain sectors. Considering this, we expect the clients to take a more measured approach on their IT spends and continue to focus on cost optimization, which should result in more cost-take out and vendor consolidation deals. The underlying demand for technology re-invention though remains strong, and we do believe the current situation will gradually stabilize as more clarity emerges.
Additional information regarding your Company's business operations and financial position are provided as part of the MD & A Report from page no. 32 onwards.
Outlook
According to the Strategic Review 2025, published by NASSCOM (the "NASSCOM Report"), revenue for the Indian IT services sector is expected to witness growth of 4.3% year-over-year, reaching U.S.$ 137.1 billion in fiscal year 2025. The growth is led by AI advancements, cloud-native development and intensified cybersecurity needs. We expect AI to be a key priority for Indian IT services organizations as enterprises look towards Al-powered solutions to address their key priorities and challenges. Infusion of AI in software development, contact centers, customer experience use-cases, knowledge management, and industry-specific use cases will see an uptick. We also expect the setup, expansion, and transformation of the Global Capability Centers (“GCC”) in India to be a significant opportunity for Indian IT services sector.
The NASSCOM Report estimates Engineering and R&D (“ER&D”) services to grow by 7% year-on-year in fiscal year 2025. This growth is driven by the focus on innovation, emphasis on regional manufacturing and the concentration on digital engineering with increased adoption of AI and Gen AI. In calendar year 2024, ER&D services sector witnessed an approximately 47% of volume share in large deals, led by the telecom, automotive, hi-tech and BFSI sectors. Automobile Engineering and Digital Engineering appeared as key themes showing a rise of approximately three times and two times year-over-year.
Global IT services spending will be driven by vendor consolidation and cost takeout initiatives. Data and cloud spending will continue to remain strong, while core AI spending is expected to increase with more defined use cases. The top five digital priorities are anticipated to be AI and Machine learning (including GenAI), cybersecurity, cloud and edge, big data and analytics, and robotics and automation, accounting for 60%-80% of the total digital spend. We expect that increased interest in taking AI and GenAI solutions to production from proofs of concept will accelerate enterprise investments in AI use-cases, digital and cloud transformation, and data modernization as a foundation to realize the benefits of AI, resulting in significant opportunities for the IT services industry.
Global IT service providers are equipped to support enterprises across industries with a wide range of consulting services, business process services,
technology services across AI and GenAI-based offerings, digital transformation, cloud, application development, maintenance and support, data and analytics, cybersecurity and engineering and R&D. We expect the IT services industry to play a pivotal role in helping enterprises across key areas such as AI and GenAI experimentation and scaled adoption, cost optimization, operational excellence, digital transformation, security advisory and managed services, vendor consolidation, customer experience, innovation in products and services and talent strategies.
Management Discussion and Analysis Report
In terms of Regulation 34(2)(e) of the Listing Regulations and SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/ 2017/10 dated February 6, 2017, your Company has adopted salient features of Integrated Reporting prescribed by the International Integrated Reporting Council (“IIRC”) as part of its MD & A Report. The MD & A report, capturing your Company's performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented from page no. 32 onwards of this Annual Report.
The MD & A Report provides a consolidated perspective of economic, social and environmental aspects material to your Company's strategy and its ability to create and sustain value to its key stakeholders and includes aspects of reporting as required by Regulation 34 of the Listing Regulations on Business Responsibility and Sustainability Report.
Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations and relevant circulars issued from time to time, your Company provides the prescribed disclosures in new reporting requirements on Environmental, Social and Governance (“ESG”) parameters called the Business Responsibility and Sustainability Report (“BRSR”) which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and the report under each principle which is divided into essential and leadership indicators. The BRSR is provided from page no. 480 onwards.
Further, SEBI vide its circular no. SEBI/HO/CFD/ CFD-SEC-2/P/CIR/2023/122 dated July 12, 2023, as amended from time to time, updated the format of BRSR to incorporate BRSR core, a subset of BRSR, indicating specific Key Performance Indicators (“KPIs”) under nine ESG attributes, which are subject to mandatory reasonable assurance by an independent assurance provider. In accordance with this requirement, your Company has appointed Deloitte Haskins & Sells LLP as the assurance provider.
III. MATERIAL EVENTS DURING THE YEAR Dividend
Pursuant to Regulation 43A of the Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, Company's dividend track record, usage of retained earnings for corporate actions, etc. The Capital Allocation and Dividend Distribution Policy is available on the Company's website at https://www.wipro.com/content/dam/ nexus/en/investor/corporate-governance/policies- and-guidelines/ethical-guidelines/capital-allocation- and-dividend-distribution-policy.pdf.
Pursuant to the approval of the Board on January 17, 2025, your Company declared an interim dividend of H 6 per equity share of face value of H 2 each, to shareholders whose names were appearing in the register of members as on January 28, 2025, being the record date fixed for this purpose, after deduction of applicable taxes. The dividend was paid on February 10, 2025 and the total net cash outflow was of H 56,556 Million, resulting in a dividend payout of 52.40% of the standalone profit of the Company.
The interim dividend of H 6 per equity share declared by the Board on January 17, 2025, shall be the final dividend for the financial year 2024-25.
Your Company is in compliance with its Capital Allocation and Dividend Distribution Policy as approved by the Board.
Bonus Issue
On October 17, 2024, the Board recommended a proposal for issue of Bonus equity shares in the proportion of 1:1, that is 1 (One) bonus equity share of H 2 each for every 1 (One) fu lly paid-u p equity share held (including ADS holders) as on December 3, 2024, being
the record date, subject to approval of the shareholders of the Company. The said bonus issue was approved by the shareholders of the Company vide resolution dated November 21, 2024 passed through postal ballot by remote e-voting. Subsequently, on December 4, 2024, the Company allotted 5,232,094,402 bonus shares to the shareholders who held equity shares as on the record date.
Acquisitions, Divestments, Investments and Mergers
Mergers and acquisitions are an integral part of your Company's business strategy because acquisitions help it leapfrog in strategic areas and capture high- demand high-potential market opportunities.
Your Company's goal is to fast-track capability building in emerging areas and accelerate its access and footprint in identified markets. In the last few years, your Company had concluded several acquisitions in the US, Europe, Latin America and Asia Pacific. These acquisitions have strengthened your Company's local presence, enhanced its capabilities, and significantly improved its positioning in key markets and segments.
Details of the transactions completed by your Company during the financial year ended March 31, 2025 are listed below:
1. Acquisitions:
a) In December 2024, Wipro IT Services, LLC and Wipro Information Technology Netherlands BV., acquired 100% shareholding in Applied Value Technologies, Inc. and Applied Value Technologies B.V., respectively.
b) In January 2025, Wipro Networks Pte Limited acquired 100% shareholding in Applied Value Technologies Pte Limited.
2. Restructuring and Scheme of Arrangement:
a) In July 2024, Designit North America, Inc. merged with Wipro Designit Services, Inc.
b) In July 2024, Wipro Holdings (UK) Limited transferred 100% shareholding in Wipro Financial Outsourcing Services Limited to Wipro IT Services UK Societas.
c) In March 2025, Princess Nourahh Bint Abdulrahman University's Endowment
Company, a Joint Venture Partner in Women's Business Park Technologies Limited, transferred its equity interest of 45% in the entity to Wipro Arabia Limited. Consequently, Women's Business Park Technologies Limited became a wholly- owned subsidiary of Wipro Arabia Limited.
d) In March 2025, Attune Netherlands B.V. transferred 100% shareholding in Rizing Consulting USA, Inc. to Rizing LLC.
e) In the financial year 2023-24, your Company's Board of Directors had approved a scheme of amalgamation, pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, for merger of the following wholly-owned subsidiaries with and into Wipro Limited, subject to approval of regulatory authorities:
i. Wipro HR Services India Private Limited
ii. W ipro Overseas IT Services Private Limited
iii. Wipro Technology Product Services Private Limited (formerly known as Encore Theme Technologies Private Limited)
iv. Wipro Trademarks Holding Limited
v. Wipro VLSI Design Services India Private Limited
As on the date of this Report, your Company is awaiting the approval from the Hon'ble National Company Law Tribunal on the proposed merger.
3. Incorporation:
a) Wipro Inc. was incorporated in September 2024 as a wholly-owned subsidiary.
b) Wipro Life Science Solutions, LLC was incorporated in October 2024 as a step-down subsidiary.
c) Capco Consulting Middle East FZE was incorporated in December 2024 as a step-down subsidiary.
4. De-registration/Liquidation:
During the financial year 2024-25, 11 subsidiaries of your Company i.e., Synchrony Global SDN. BHD., Attune Australia Pty Ltd, Rizing Management LLC, Capco Consulting Services (Guangzhou) Company Limited, Cloudsocius DMCC, Atom Solutions, LLC, The Capital Markets Company B.V., Wipro Holdings Investment Korlatolt Felelossegu Tarsasag, Capco (UK) 1, Limited, Designit Sweden AB and Crowdsprint Pty Ltd, were de-registered.
5. Strategic Investments:
Wipro Ventures, the strategic investment arm of Wipro, has continued to invest in early to mid-stage enterprise software companies. These include startups that leverage AI/ GenAI to help enterprises build smarter business applications as well as improve their cybersecurity posture. During the year, Wipro announced an additional commitment of $200 Million towards Wipro Ventures Fund III, which brings the total commitment to $500 Million since Wipro Ventures' inception in 2015.
As of March 31,2025, Wipro Ventures has invested in 38 companies, out of which 13 have exited through successful Mergers & Acquisitions (“M&A”) transactions. In addition to direct equity investments, Wipro Ventures has invested in 10 early-stage, enterprise-focused venture funds in India, the US, and Israel including B Capital, BoldStart Ventures, Glilot Capital Partners, GTM Fund, Nexus Venture Partners, Pi Ventures, Sorenson Ventures, SYN Ventures, TLV Partners and Work-Bench Ventures.
IV. GOVERNANCE AND ETHICS Corporate Governance
Your Company believes in adopting best practices of corporate governance. Corporate governance principles are enshrined in the Spirit of Wipro, which form the core values of Wipro. These guiding principles are also articulated through the Company's Code of Business Conduct, Corporate Governance Guidelines, Charter of various sub-committees and Disclosure policy.
As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from V. Sreedharan & Associates, Practicing Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided at page no. 147 onwards.
Board of Directors
Board’s Composition and Independence
Your Company's Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31, 2025, the Board is comprised of two Executive Directors, six Non-Executive Independent Directors and one Non¬ Executive, Non-Independent Director.
Definition of ‘Independence' of Directors is derived from Regulation 16 of the Listing Regulations, New York Stock Exchange (“NYSE”) Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board, after undertaking assessment and on examination of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors:
1. Mr. Deepak M. Satwalekar (DIN: 00009627)
2. Dr. Patrick J. Ennis (DIN: 07463299)
3. Mr. Patrick Dupuis (DIN: 07480046)
4. Ms. Tulsi Naidu (DIN: 03017471)
5. Ms. Paivi Rekonen (DIN: 09669696)
6. Mr. N. S. Kannan (DIN: 00066009)
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.
In the opinion of the Board, all our Directors possess requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board is provided at page no. 150 of this Annual Report.
Meetings of the Board
The Board met seven times during the financial year 2024-25 on April 6, 2024, April 18-19, 2024, May 22, 2024, July 18-19, 2024, October 16-17, 2024, January 16-17, 2025 and February 26, 2025. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.
Directors and Key Managerial Personnel Resignation
Effective close of business hours on April 6, 2024, Mr. Thierry Delaporte (DIN: 08107242) resigned as the Chief Executive Officer and Managing Director of the Company. He was relieved from the employment of the Company with effect from the close of business hours on May 31, 2024.
Appointment / Re-appointment
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on April 6, 2024, approved the appointment of Mr. Srinivas Pallia (DIN: 10574442) as the Chief Executive Officer and Managing Director of the Company for a period of 5 years with effect from April 7, 2024 to April 6, 2029, subject to the approval of the Company's shareholders and the Central Government as may be applicable. The said appointment was approved by the shareholders of the Company vide ordinary resolution dated May 29, 2024, passed through postal ballot by remote e-voting and by the Central Government vide its letter dated November 4, 2024.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held over April 18-19, 2024, approved the re-appointment of Mr. Rishad A. Premji (DIN: 02983899) as Whole-Time Director designated as Executive Chairman for a further period of 5 years with effect from July 31, 2024 to July 30, 2029 and re-appointment of Mr. Azim H. Premji (DIN: 00234280) as Non-Executive, Non-Independent Director for a further period of 5 years with effect from July 31, 2024 to July 30, 2029, subject to the approval of the shareholders of the Company. The said re-appointments were approved by the shareholders of the Company at the Annual General Meeting held on July 18, 2024.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on February 26, 2025, approved the re-appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director for a second term of 5 years with effect from July 1, 2025 to June 30, 2030, subject to the approval of the shareholders of the Company. The said appointment was approved by the shareholders of the Company vide special resolution dated March 30, 2025, passed through postal ballot by remote e-voting.
Retirement by Rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Srinivas Pallia (DIN: 10574442) will retire by rotation at the 79th Annual General Meeting (“AGM”) and being eligible, has offered himself for re-appointment.
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Mr. Srinivas Pallia, Chief Executive Officer and Managing Director, Ms. Aparna C. Iyer, Chief Financial Officer (“CFO”) and Mr. M. Sanaulla Khan, Company Secretary are the Key Managerial Personnel (“KMP”) of the Company as on March 31, 2025.
Committees of the Board
Your Company's Board has the following committees:
1. Audit, Risk and Compliance Committee, which also acts as Risk Management Committee.
2. Nomination and Remuneration Committee, which also acts as Corporate Social Responsibility Committee.
3. Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee).
Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report from page nos. 155 to 158 of this Annual Report.
Board Evaluation
In accordance with the Company's Corporate Governance Guidelines, an Annual Performance Evaluation was conducted to enhance the effectiveness of the Board and its Committees for the FY 2024-25. This evaluation was led by the Chairman of the Nomination and Remuneration Committee & the Lead Independent Director, and was done in partnership with an external independent advisory firm.
The evaluation framework adhered to the Companies Act, 2013, Listing Regulations, and SEBI's Guidance Note on Board Evaluation issued in January 2017. It encompassed a comprehensive assessment of the Board, its Committees and peer evaluations of all Directors.
Key evaluation criteria, among others, included Board structure and composition, Board meetings and information flow, Board culture and relationships, talent management, succession planning, strategic planning and Committee functioning.
Committees were evaluated based on their contribution, meeting frequency and their effectiveness. Directors were assessed on their participation, contribution, and expertise in guiding management on strategy, governance, and risk.
The Nomination and Remuneration Committee and the Board reviewed the evaluation outcomes in April 2025, noting high ratings in areas such as Board culture, relationships & dynamics, meetings, information flow, and compliance. This reflects a strong commitment to integrity and fulfilling legal and financial responsibilities. The Board also acknowledged the actions taken to enhance its effectiveness based on prior feedback.
Moving forward, the Board will continue its discussions on topics of performance and strategic growth while maintaining its robust focus on compliance and governance. The Nomination and Remuneration Committee will continue to proactively inform the Board about leadership changes, talent pipelines and appointment of new Board members. This approach will ensure that the Board remains aligned with your Company's strategic objectives and responsive to evolving market dynamics, ultimately
driving sustainable growth and innovation for the Company and its shareholders.
Policy on Director’s Appointment and Remuneration
The Board, on the recommendation of the Nomination and Remuneration Committee, has framed the policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company's website at https://www.wipro. com/content/dam/nexus/en/investor/corporate- governance/policies-and-guidelines/ethical- guidelines/wipro-limited-remuneration-policy.pdf. There has been no change in the policy during the year.
We affirm that the remuneration paid to Directors, KMP, Senior Management Personnel and other employees is in accordance with the remuneration policy of the Company.
Policy on Board Diversity
The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for Board Diversity which lays down the criteria for appointment of Directors on the Board of your Company and guides the organization's approach to Board Diversity.
Your Company believes that Board diversity basis the gender, race and age will help build diversity of thought and will set the tone at the top. A mix of individuals representing different geographies, culture, industry experience, qualification and skill set will bring in different perspectives and help the organization grow. The Board of Directors is responsible for reviewing the policy from time to time. The policy on Board Diversity has been placed on the Company's website at https:// www.wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/
ethical-guidelines/policy-on-appointment-of-
directors-and-board-diversity.pdf.
Risk Management
Your Company has implemented an Enterprise Risk Management (“ERM”) framework based on globally recognized standards and industry best practices. The ERM framework is administered by the Audit, Risk and Compliance Committee. The ERM framework enables business by promoting a risk resilient culture, proactive management of emerging risks and is supported by technology. The framework governs all categories of risks, the effectiveness of controls that have been implemented to prevent risks and continuous improvement of systems and processes to proactively identify and mitigate such risks. Gartner, an independent analyst firm, has stated that “Wipro has a strong focus on risk management, driven by its office of the Chief Risk & Assurance Officer. They have a comprehensive risk assessment model that provides a 360-degree view of risks”. For more details on the Company's Risk management framework, please refer to page nos. 100 to 108 of this Annual Report.
Cyber Security
Cybersecurity risk management is an integral part of your Company's overall enterprise risk management program. Your Company's cybersecurity risk management program is managed by its Chief Information Security Office function. Your Company's cybersecurity risk management framework is defined and implemented to identify, assess, evaluate, treat, monitor, and report cyber risks across your IT infrastructure, applications, platforms, intellectual property, critical processes, technology solutions and third-party services. Cybersecurity risk assessment results and the status of the risk treatment plans are reviewed by management on a periodic basis.
Your Company assesses and governs the cybersecurity program using selected industry best practices and frameworks from the International Organization for Standardization (“ISO”) and the National Institute of Standards and Technology (“NIST”).
With the rise of connected devices, the transition to cloud services, the adoption of AI, Generative AI and other emerging technologies, and other factors,
the impact of threats continue to grow. As the threat landscape is evolving and increasing beyond the enterprise and there may be vulnerabilities in opensource software incorporated into your Company's offerings that may make the offerings susceptible to cyberattacks.
In view of increased cyberattack scenarios, your cyber security maturity is reviewed periodically and the processes, technology controls are enhanced in line with the threat landscape. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers, from end user machines to network to applications and data.
The cyber event(s) may lead to monetary loss, disclosure of data, breach of privacy or security impacting reputation, trust, revenue, through legal, regulatory, and contractual obligations. Such event(s) may directly impact your Company and its relationships with its clients and partners. To help protect your Company from any major cybersecurity incident that could have a material impact on its operations or financial results, your Company has implemented controls, including technology investments that focus on cybersecurity incident prevention, identification, mitigation, containment, and recovery.
Employee training and awareness are crucial components of your Company's cybersecurity efforts. Comprehensive training programs and simulations have been implemented to cultivate a security first mindset across the organization to empower informed, risk aware decision making at all levels across the organization.
Cybersecurity is a key aspect of your Company's risk management processes and an area of focus for your Company's Board of Directors and management. The Audit, Risk and Compliance Committee regularly reviews and discusses the Company's cybersecurity framework and programs, the status of projects, results from third-party assessments, and any material cybersecurity incidents, to strengthen your cybersecurity posture with its Chief Information Security Officer, Chief Information Officer, Chief Operating Officer, and Chief Risk & Assurance Officer. The Audit, Risk and Compliance Committee also reviews the implementation and effectiveness of the Company's controls to monitor and mitigate
cybersecurity risks. In addition, your Company's Board of Directors receives report, regarding cybersecurity program on need basis.
Compliance Management Framework
The Board has approved a Global Statutory Compliance Policy providing guidance on broad categories of applicable laws and process for monitoring compliance. In furtherance to this, your Company has instituted an online compliance management system within the organization to monitor compliances and provide update to the Senior Management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the Board periodically monitor status of compliances with applicable laws.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. This Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers the Company's obligation to maintain a structured digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Company's website at https://www.wipro.com/content/dam/ nexus/en/investor/corporate-governance/policies- and-guidelines/ethical-guidelines/12765-code-of- practices-and-procedures-for-fair-disclosure-of- upsi.pdf.
Vigil Mechanism
Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints from employees, Directors and other individuals associated with the Company, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013, Regulation 22 of the Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Under this policy, your Company encourages its employees to report any incidence of fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of UPSI, and any conduct that results in violation of the Company's code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation, or harassment of any kind against any employee who reports under the Vigil Mechanism or participates in the investigation.
Awareness of policies is created by, inter alia, sending group mailers highlighting actions taken by the Company against the errant employees. Mechanism followed under the Ombuds process has been displayed on the Company's intranet and website at https://www. wipro.com/content/dam/nexus/en/investor/corporate- governance/policies-and-guidelines/wipros-ombuds- process/ombuds-policy.pdf.
All complaints received through Ombuds process and investigative findings are reviewed and approved by the Chief Ethics Officer or designate. All employees and stakeholders can also register their concerns either by post/courier to the Company's registered office or by sending an email to ombuds.person@wipro.com or through web-based portal at https://www.wipro. com/investors/corporate-governance/policies-and- guidelines/#WiprosOmbudsProcess. Following an investigation of the concerns received, a decision is made by the appropriate authority on the action to be taken basis the findings of such investigation. In case the complainant is non-responsive or fails to provide requisite data necessary to initiate the investigation for more than 15 days, the concern may be closed without further action.
The table below provides details of complaints received/disposed during the financial year 2024-25:
No. of complaints pending at the beginning of financial year
|
76
|
No. of complaints filed during the financial year
|
1110
|
No. of complaints disposed during the financial year
|
1094
|
No. of complaints pending at the end of the financial year
|
92
|
All cases were investigated, and actions taken as deemed appropriate. Based on self-disclosure data, 18% of these cases were reported anonymously.
The top categories of complaints were relating to inconsistent workplace conduct at 36%, followed by internal policy non-adherence at 35% and other impropriety at 7%. Commensurate actions as per the disciplinary code of the Company were initiated against such employees while in other cases it was resolved through engagement of other internal functions or mediation or closed without any action since they were unsubstantiated.
The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company were denied access to the Audit, Risk and Compliance Committee.
Information Required under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013
Your Company is committed to providing a safe, non¬ discriminatory and non-hostile work environment that is free from any form of intimidation or harassment that is sexual in nature. This is to maintain a workplace where all the employees are considered equal and where the dignity of each employee is respected and protected.
Your Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace. Your Company's process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programs against sexual harassment are conducted across the organization.
The table below provides details of complaints received/disposed during the financial year 2024-25:
No. of complaints at the beginning of financial year
|
23
|
No. of complaints filed during the financial year
|
195
|
No. of complaints disposed during the financial year
|
182
|
No. of complaints pending at the end of financial year
|
36
|
Note: The figures in the table represent consolidated group- level data covering all gender categories and global workplace locations for the financial year.
The policy on prevention of sexual harassment has been placed on the Company's website at https:// www.wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/ ethical-guidelines/global-policy-on-prevention-of- sexual-harassment.pdf.
Related Party Transactions
Your Company has historically adopted the practice of undertaking related party transactions only in the ordinary and normal course of business and at arm's length as part of its philosophy of adhering to highest ethical standards, transparency, and accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions. The policy on related party transactions has been placed on the Company's website at https://www.wipro. com/content/dam/nexus/en/investor/corporate- governance/policies-and-guidelines/ethical- guidelines/policy-for-related-party-transactions.pdf.
Prior omnibus approval of the Audit, Risk and Compliance Committee and the Board is obtained for the transactions which are foreseeable and of a repetitive nature. All related party transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and before the Board for review and approval.
All contracts, arrangements and transactions entered by the Company with related parties during financial year 2024-25 were in the ordinary course of business and on an arm's length basis. There were no contracts, arrangements or transactions entered during financial year 2024-25 that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of this report.
Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under Para A Schedule V of the Listing Regulations are provided as part of the financial statements.
Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges.
Directors’ Responsibility Statement
Your Directors hereby confirm that:
a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. the Directors have prepared the annual accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
f. adequate systems and processes, commensurate with the size of the Company and the nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws as per the Company's Global Statutory Compliance Policy and that such systems and processes are operating effectively.
Wipro Employee Stock Option Plans/ Restricted Stock Unit Plans
Your Company has instituted various Employee Stock Options Plans (“ESOPs”)/Restricted Stock Unit (“RSUs”) Plans, including the ADS Restricted Stock Unit Plan 2004 (“ADS Plan 2004”), Wipro Employee Restricted Stock Unit Plan 2005 (“RSU Plan 2005”) and Wipro Employee Restricted Stock Unit Plan 2007
(“RSU Plan 2007”) (collectively referred to as “RSU Plans”) approved by the Members of the Company on June 11, 2004, July 21, 2005 and July 18, 2007, respectively, to attract, retain and motivate the best available talents and to reward the employees for their performance.
At its meeting held over April 18-19, 2024, the Board approved the adoption of “Wipro Limited Employee Stock Options, Performance Stock Unit and Restricted Stock Unit Scheme 2024” (the “2024 Scheme”) in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (“Employee Benefits Regulations”), subject to approval of the shareholders of the Company and other regulatory/ statutory approvals as may be necessary. The said resolution was approved by shareholders of the Company vide special resolution at the Annual General Meeting held on July 18, 2024. For the implementation of the 2024 Scheme, 400 Million stock units are earmarked for future grants to eligible employees and shall continue to be in force until the date on which all of the ESOPs, RSUs and Performance Stock Units (“PSUs”) available for grant under the plan have been granted and exercised or have lapsed or have been cancelled by the Nomination and Remuneration Committee.
The Nomination and Remuneration Committee administers these plans. The stock option plans are in compliance with the Employee Benefits Regulations. In case of any corporate action(s) such as rights issues, bonus issues, split/consolidation of shares, change in capital structure, merger/demerger, the outstanding employee stock options, performance stock units and/or restricted stock units, granted/to be granted, shall be suitably adjusted.
During the financial year 2024-25, your Company was of the view that the ADS Plan 2004 had insufficient number of RSUs available to meet the ongoing and anticipated requirements owing to an increase in local strategic hiring to support the Company's growing overseas business operations. At the same time, the RSU Plan 2005 and RSU Plan 2007 had significant unutilized stock units reserved, that were not granted. Considering the requirement and to efficiently utilize the available stock units, the Board and Nomination and Remuneration Committee, at its meeting held
on February 26, 2025, approved the migration of shares allocated under the RSU Plan 2005 and RSU Plan 2007 to the ADS Plan 2004 and approved the extension of benefits under the ADS Plan 2004 to the eligible employees of Wipro Limited group companies, including its subsidiaries and associate companies, subject to approval of shareholders. The said resolution was approved by the shareholders of the Company vide special resolution dated March 30, 2025, passed through postal ballot by remote e-voting.
Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations are available on the Company's website at https://www. wipro.com/investors/annual-reports/. No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.
Your Company has received a certificate from the Secretarial Auditors confirming implementation of the plans in accordance with the Employee Benefits Regulations.
Particulars of Employees
Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I to this report.
A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every employee employed throughout the financial year and in receipt of remuneration of H 102 lakhs or more and, employees employed for part of the year and in receipt of remuneration of H 8.50 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure II to this report.
V. INTERNAL FINANCIAL CONTROLS AND AUDIT
Internal Financial Controls and their adequacy
The Board of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and
operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
Statutory Audit
At the 76th AGM held on July 19, 2022, Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) were re-appointed as Statutory Auditors of the Company for a second term of five consecutive years from the financial year 2022-23 onwards.
Deloitte Haskins & Sells LLP, Statutory Auditors, have issued an unmodified opinion on the financial statements of the Company. There are no qualifications, reservations or adverse remarks made by the Auditors, in their report for the financial year ended March 31, 2025.
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditors has reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V. Sreedharan, Partner, V. Sreedharan & Associates, a firm of Practicing Company Secretaries (Firm Registration Number P1985KR14800), to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2025, is enclosed as Annexure III to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in the report.
In line with the amended Regulation 24A of the Listing Regulations, the Board has approved the appointment of M/s. V. Sreedharan & Associates as the Secretarial Auditors of the Company for a term of 5 consecutive years with effect from FY 2025-26 to FY 2029-30,
subject to approval of the shareholders at the 79th AGM.
VI. KEY AWARDS AND RECOGNITIONS
Your Company is one of the most admired and recognized companies in the IT industry. Your Company has won several awards and accolades, details of which are provided at page nos. 20 to 23 of this Annual Report.
VII. SOCIAL RESPONSIBILITY AND SUSTAINABILITY
Corporate Social Responsibility
Our vision of being a responsible corporation is based on a bedrock of values, mindsets, and habits. Collectively, these manifest as the Spirit of Wipro, the five habits and leadership mindsets. Your Company's framework of a responsible business is derived from an approach of boundaryless engagement with customers, employees, investors, suppliers, and communities, with the focus always on critical issues that lie at the intersection of society, markets and policy. This approach makes it imperative to engage on key social and ecological challenges in a deep, meaningful manner that emphasizes real, lasting change.
Your Company chooses to work on societal concerns that are foundational enablers of well-being and a life of dignity for the most vulnerable. Some of the key highlights for the financial year 2024-25 are articulated below:
a. Your Company continues to strengthen its climate actions and is well positioned on its Net Zero goals with a nearly 84% renewable energy footprint in its operations and a concomitant reduction in its greenhouse gas footprint across Scopes 1, 2 and 3.
b. Your Company's commitment to Diversity, Equity and Inclusion spans the entire spectrum from the workplace to its supply chain and to communities. In the underserved communities we work, an additional 310,000 women in reproductive age groups were beneficiaries of the gender and maternal care programs during the year, taking the cumulative total to 700,000 over the last 5 years.
c. Your Company's community initiatives are spread across 19 countries. During the year, your Company supported nearly 225 projects in the domains of Education, Primary Health Care, Digital Skilling and Urban Ecology with an effective outreach and impact on nearly 4 Million people, a significant proportion of which was from vulnerable populations.
d. Your Company's work in education starts with early child education and engages with critical determinants of improvement in issues of quality and equity in schools. Your Company also supports thematic focus on STEM and Computer Science learning in schools, Digital skilling in colleges and Sustainability Education as a horizontal, crosscutting initiative. Your Company's geographic presence in India spans 30 states where a network of more than 150 partners work on the ground creating positive outcomes for 2.7 Million students of which nearly 130,000 are children with disability.
e. Your Company supports work in the crucial domain of improving the livability of our cities for the urban poor; our network of 15 field partners work on 21 projects in 8 cities across India in the areas of water, climate adaptation, biodiversity and waste management.
f. Based on the core idea of integrating well¬ being, personal purpose and social impact, your Company launched ‘Be the Change', a program that has significantly expanded volunteering opportunities for employees. Since its launch, around 344 volunteering events have been organized which saw a significant increase in the participation of employees; 15,814 Wiproites across India and other geographies collectively spent nearly 35,000 hours in volunteering activities including blood donation, assembling science kits for schools and tree plantation. Adding another 42,000 employees who contributed monetarily to our community programs - which your Company matches 1:1.
Wipro recognizes that above all, it is good governance, ethical business conduct and transparent disclosures that are vital underpinnings of all our sustainability initiatives.
As per the provisions of the Companies Act, 2013, your Company has spent H 2,026 Million towards its CSR activities during the financial year 2024-25. Your Company's report on corporate social responsibility activities for the financial year ended March 31, 2025 are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. We affirm that the implementation and monitoring of CSR activities is in compliance with the Company's CSR objectives and policy.
Particulars regarding Conservation of Energy and Research and Development and Technology Absorption
Details of steps taken by your Company to conserve energy through its “Sustainability” initiatives, Research and Development and Technology Absorption have been disclosed as part of the MD & A Report.
VIII. DISCLOSURES
Foreign Exchange Earnings and Outgoings
During the financial year 2024-25, your Company's foreign exchange earnings were H 640,665 Million and foreign exchange outgoings were H 298,829 Million as against H 631,808 Million of foreign exchange earnings and H 311,940 Million of foreign exchange outgoings for the financial year 2023-24.
Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2025, on its website at https://www.wipro.com/investors/annual-reports/.
Other Disclosures
a) Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
c) Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors' and ‘General Meetings' during the year.
d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company.
e) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
f) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund Authority have been provided as part of the Corporate Governance report.
g) To the best of our knowledge and belief, there are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016 which can have a material impact on the business of the Company.
h) There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
i) There was no failure to implement any Corporate Action during the year.
j) There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.
k) All Board Members, KMP and Senior Management Personnel have affirmed compliance with the Code of Business Conduct as on March 31, 2025.
l) The securities of the Company were not suspended from trading anytime during the year.
m) During the financial year 2024-25, there has been no change in the nature of business of the Company.
n) The Chief Executive Officer & Chief Financial Officer of the Company have issued the necessary certificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations, for the financial year 2024-25.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the Company's customers, shareholders, suppliers, bankers, business partners/associates, financial institutions, Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the IT Services industry.
For and on behalf of the Board of Directors,
Rishad A. Premji
Bengaluru Chairman
May 22, 2025 (DIN: 02983899)
|