Wipro Limited Annual Report 2019

Plain-text annual report

Overview of the Report Welcome to our 4th Integrated Report! This is our fourth annual report aligned to the principles of International Integrated Reporting Framework (referred to as framework) developed by the International Integrated Reporting Council (IIRC). In addition, the 2018-19 annual report is aligned to GRI* Standards required by Sustainability Reporting Guidelines of Global Reporting Initiative (GRI) and Business Responsibility Report (BRR) requirements of SEBI. The Natural Capital section of this report, includes the recommendations set out by the Task Force on Climate-related Financial Disclosures (TCFD) and CDSB (Climate Disclosures Standards Board) framework. All these (except BRR) are global standards. The report complies with financial and statutory data requirements of the Companies Act, 2013 (including the Rules made thereunder, Accounting Standards), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards. The topics covered in the report were identified through a comprehensive process that included an internal materiality determination^ exercise, external benchmarking with peers and sustainability raters as well as frameworks like the Sustainability Accounting Standard Board (SASB). At Wipro, stakeholder engagement^ is an ongoing process. Identifying and understanding stakeholders, their priorities and engaging with them is key to materiality determination. The report incorporates financial and non- financial information – governance, environmental and social – in a manner that can help stakeholders understand how a company creates and sustains value over the long term. *Link to GRI Index and additional graph sheet: http://wiprosustainabilityreport.com/18-19/AR-supportings ^ Refer to chapter 5 of Wipro Sustainability Report (FY 2017-18): https://www.wipro.com/content/ dam/nexus/en/sustainability/sustainability_reports/sustainability-report-fy-2017-18.pdf 1 Wipro LimitedAbout Wipro 2 Annual Report 2018-19Wipro Limited (NYSE: WIT, BSE: 507685, NSE: WIPRO) is a leading global information technology, consulting and business process services company. We harness the power of cognitive computing, hyper-automation, robotics, cloud, analytics and emerging technologies to help our clients adapt to the digital world and make them successful. A company recognized globally for its comprehensive portfolio of services, strong commitment to sustainability and good corporate citizenship, we have over 170,000 dedicated employees serving clients across six continents. Together, we discover ideas and connect the dots to build a better and a bold new future. in Western We began our business as a vegetable oil manufacturer in 1945 at Amalner, a small town India and thereafter, forayed into soaps and other consumer care products. During the early 1980s, we entered the Indian IT industry by manufacturing and selling mini computers. In the 1990s, we leveraged our hardware R&D design and software development expertise and began offering software services to global clients. In 2013, we demerged the non-IT Diversified Businesses. With a track record of nearly 30 years in IT Services, we are, today, focused entirely on the global Information Technology business. Wipro is listed on National Stock Exchange and Bombay Stock Exchange in India and New York Stock Exchange in the US. For more information, please visit wipro.com Values The Spirit of Wipro is the core of Wipro. These are our Values. It is about who we are. It is our character. It is reflected consistently in all our behavior. The Spirit is deeply rooted in the unchanging essence of Wipro. It also embraces what we must aspire to be. The Spirit is a beacon. It is what gives us direction and a clear sense of purpose. It energizes us and is the touchstone for all that we do. It is the indivisible synthesis of the four values. Spirit of Wipro Be passionate about clients’ success Be passionate about clients’ success. We succeed when we make our clients successful. We collaborate to sharpen our insights and amplify this success. We execute with excellence. Always. Treat each person with respect We treat every human being with respect. We nurture an open environment where people are encouraged to learn, share and grow. We embrace diversity of thought, of cultures, and of people. Be global and responsible We will be global in our thinking and our actions. We are responsible citizens of the world. We are energized by the deep connectedness between people, ideas, communities and the environment. Unyielding integrity in everything we do Integrity is our core and is the basis of everything. It is about following the law, but it’s more. It is about delivering on our commitments. It is about honesty and fairness in action. It is about being ethical beyond any doubt, in the toughest of circumstances. 3 Wipro LimitedOutperform. With Wipro. In a little over two decades of existence, the internet has changed many industries. From e-commerce and digital advertising to streaming content, hospitality and ride- sharing; many industries have seen a redefinition of value chains by upstarts and technology savvy incumbents. But the visible change that we see today, powered by smart phones, plentiful bandwidth, social network and digital payments, is just the tip of the iceberg. The change that’s around the corner in the next two decades will dwarf what we have seen so far. A cohort of innovation streams - from AI to Blockchain to 3D printing, will redefine many other sectors even more dramatically. Large enterprises see opportunities in this disruption to outperform, not just in today’s businesses, but also over longer horizons. Business and technology leaders in these enterprises need to become adept at managing innovation priorities, driving experimentation and scaling value creation on multiple fronts. At Wipro, our close partnerships with Global 2000 companies give us a privileged view that has helped us identify what drives the key levers of outperformance and guided our investments in new capabilities to build on top of deep technology heritage. We understand how outperformance in rapidly changing markets takes more than trend chasing and silver bullets. A sustainable approach to outperformance needs not just laying deep foundations in simplifying and modernizing the IT and engineering landscape but also embedding trust in transactions, relationships and technologies. Business transformation creates new experiences and new value propositions for customers but needs an innovation approach that is ingrained in new ways working both within the enterprise and with the ecosystem outside. Business Transformation: Our design-led customer-centric approach helped a large Healthcare Group Procurement Organization to completely reimagine their business model to an e-commerce market place, creating an end to end digital experience and an entirely different brand for the digital world. We helped one of the largest payment gateways to compete effectively with new-age fintechs in reimagining the on-boarding process for millions of small merchants to an intuitive, self-service process, crashing cycle time from weeks to minutes. Modernization: One of the largest airports in North America is winning awards for being the best in customer experience 4 4 Annual Report 2018-19 Annual Report 2018-19by reducing response times to queries on passenger flow, baggage and fleet tracking from minutes to seconds. This was an outcome of an engagement where we partnered with them in modernizing their technology infrastructure by leveraging AI/ML, IoT and Blockchain solutions. Another rewarding engagement was in automating technology and business processes of the largest processors of employee health and wealth insurance providers, which resulted in dramatically improved efficiency and experience in serving millions of their customers. Connected Intelligence: By embedding IoT and Analytics competencies into information pathways and business processes, we are evolving both the DNA and the nervous system of outperforming businesses. We helped a global industrial pumps business rethink asset maintenance and operations to improve customer satisfaction and discover new service revenue streams. Our intelligent pricing engine has helped improve pricing recommendation and workflow implementation for a global consumer goods company, resulting in an estimated 5% increase in revenue. Trust: As we helped blueprint and execute a move to the cloud for a global nutrition major, we consolidated security policies and processes across 197 countries, ensuring local compliance and removing bottlenecks. As a result, we helped them achieve an enhanced security posture with the implementation of next generation security controls and a cyber defense platform with advanced threat detection capabilities. We also leveraged our expertise to help a global life sciences enterprise operating in 71 countries to achieve GDPR compliance in a timely and orderly fashion. transformation. With Open Innovation straddles both the ‘what’ and ‘why’ of an outperform strategy. Wipro’s Open Innovation ecosystems let our clients leverage the power of start-ups, leading universities and more than 1.5 million individuals through our Topcoder crowdsourcing platform to drive modernization and unique, managed crowdsourcing approach on Topcoder, we demonstrated that the power of the gig economy has moved beyond pilots and experiments and can scale enterprise challenges. We proved that from perfecting cancer detection algorithms, to identifying feasible hydrocarbon reserves, to automating critical operations of urban infrastructure utilities, the power of a million strong community can be harnessed to solve problems that were previously considered unsolvable with the traditional ways of working. our Our commitment to helping our clients outperform continues to be demonstrated by our deep investments in all dimensions, with our continuous drive to leverage our capabilities creating significant value for our clients’ businesses. Wipro Limited 5 5 Wipro LimitedFinancial Highlights (Figures in ` million except otherwise stated) Financial performance 2014-15 2015-16 2016-17 2017-18 2018-19 Revenue1 473,182 516,307 554,179 546,359 589,060 Profit before Depreciation, Amortisation, Interest and Tax 108,246 111,825 116,986 105,418 119,384 Depreciation and Amortisation 12,823 14,965 23,107 21,124 19,474 Profit before Interest and Tax 95,423 96,860 93,879 84,294 99,910 Profit before Tax Tax Profit after Tax - attributable to equity holders Per share data Earnings Per Share- Basic (`)2 Earnings Per Share- Diluted (`)2 Financial position Share Capital Net Worth Gross cash (A) Total Debt (B) Net Cash (A-B) Property, Plant and Equipment (C) Intangible Assets (D) Property, Plant and Equipment and Intangible Assets (C+D) Goodwill Net Current Assets Capital Employed Shareholding related Number of Shareholders3 Market Price Per Share (`)4 111,683 114,933 110,356 102,474 115,415 24,624 25,366 25,213 22,390 25,242 86,528 89,075 84,895 80,081 90,031 13.22 13.18 13.60 13.57 13.11 13.07 12.64 12.62 14.99 14.95 4,937 4,941 4,861 9,048 12,068 409,628 467,384 522,695 485,346 570,753 251,048 303,293 344,740 294,019 379,245 78,913 125,221 142,412 138,259 99,467 172,135 178,072 202,328 155,760 279,778 54,206 7,931 64,952 15,841 69,794 15,922 64,443 18,113 70,601 13,762 62,137 80,793 85,716 82,556 84,363 68,078 101,991 125,796 117,584 116,980 272,463 284,264 309,355 292,649 357,556 488,538 592,605 665,107 623,605 670,220 213,588 227,369 241,154 269,694 330,075 235.8 211.6 193.4 210.9 254.8 Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations EPS adjusted for the years prior to the bonus issue. Bonus issue was in proportion of 1:3 and was approved by shareholders in February 2019 Number of shareholders (as at March 31st of respective years) represents holders of equity shares and does not include holders of ADRs 1. 2. 3. 4. Market price of shares is based on closing price in NSE as on March 31st of respective years and has been adjusted for bonus issue in 2019 6 Annual Report 2018-19Revenue IT Services ($ Million) 8,120 7,895 7,569 IT Services Operating Margin1 18.8% 17.9% 16.1% Net Income to Revenue2 15.3% 15.3% 14.7% FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 Operating Cash Flow to EBITDA Free Cash Flow to Net Income Gross Utilization 97.4% 106.0% 79.3% 79.9% 86.1% 79.3% 74.4% 72.2% 71.5% FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 Attrition Rate3 17.6% 16.8% 16.3% Market Capitalization ($ Billion)4 Payout Ratio5 22.2 19.5 19.3 72.8% 60.7% 37.9% FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 FY 15 -17 FY 16 -18 FY 17 -19 1. 2. 3. 4. 5. IT services operating margin refers to segment results total as reflected in IFRS financials Net Income has been considered after adjusting for profit attributable to non-controlling interest (Minority Interest) Attrition rates refers to voluntary attrition computed on a trailing twelve months basis excluding DO&P For convenience, the market capitalization in ` as per NSE have been translated into United States Dollar at the certified foreign exchange rate published by Federal Reserve Board of Governors on the last day of the respective financial years Payout Ratio has been computed by dividing the payout (comprising interim and final dividend declared for the respective financial year and buy back if any, considered based on the date of Board’s approval) to shareholders by net income on a trailing three year basis. The buyback of ` 105 billion that the Board approved in April 2019 will be considered as a part of the payout for FY 2020 7 Wipro LimitedKey Performance Metrics Human Capital Total Employees 175,690 165,481 163,827 110 FY 2018 125 FY 2019 100 FY 2017 Localization in On-shore Workforce Nationalities in Workforce 64.0% 30.9% 31.2% UK Australia USA Women Employees (%) Persons with Disabilities 545 442 FY 2017 FY 2018 FY 2019 33.0% 35.0% 35.2% 334 FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 Patents Filled Cumulatively till Date FY 2017 FY 2018 FY 2019 39,000+ 90,000+ 133,000+ 2200+ FY 2019 2000+ FY 2018 558 Number of People Trained in Digital 1662 FY 2017 380 250 FY 2017 FY 2018 FY 2019 Patents Granted till Date Intellectual Capital ` million FY 2017 3,338 FY 2018 3,041 FY 2019 3,942 R&D Expenses 8 Annual Report 2018-19Social & Relationship Capital 1,248 1,323 1,179 4 8 6 bps F Y 2 0 1 8 0 bp s FY 2017 4 7 5 1 1 b F p Y 2 0 s 1 9 FY 2017 FY 2018 FY 2019 Revenue from Existing Customers 98.6% 98.4% 98.0% Total Employees Engaged with Wipro Cares (volunteering or monetary contribution or both) 28,000+ 30,000+ 25,000+ Increase in Customer Net Promoter Score basis points Active customers FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 Community Partners CSR Spend ` million 175+ 150+ 1,863 1,866 1,853 70+ FY 2017 FY 2018 FY 2019 FY 2017 FY 2018 FY 2019 Wipro earthian Engagement with Students and Institutes 8,539 8,649 7,985 FY 2017 FY 2018 FY 2019 1,381 1,296 1,371 Natural Capital FY 2017 38% Water Recycled (% of total water consumption) GHG Emission Reduction (YoY) tons of W eq.W Overall Environmental Cost Reduction due to Initiatives* ` Million 1,265 44,500 1,086 1,153 FY 2018 FY 2019 41% 42% 24,000 11,000 FY 2017 FY 2018 FY 2019 FY 2016 FY 2017 FY 2018 * Valuation of FY 2019 will be completed by July 2019 Waste sent to Landfill (excluding C&D) FY 2017 4.5% FY 2018 3.3% FY 2019 3.0% 9 Wipro Limited Sustainability Highlights A Sustainable, Empowering Workplace • • 133,000+ employees trained in digital skills as of FY 2019 600,000+ hits on Wipro OnAir Podcasts, 106,000+ employees on the enterprise social platform Yammer and 47,000 monthly active users on collaborative platforms like MS Teams • Work from Home policy implemented, India paternity leave enhanced and employee rotations policy changed based on employee feedback 75% overall engagement score in the Employee Perception Survey Pulse FY 2019 – an increase of 1.4% compared to FY 2018 100,000+ employees covered in 20 locations in India and 8 locations outside India under ISO 14000 and OHSAS certifications • • y t i l i b a n i a t s u S l a c i g o l o c E Biodiversity, Waste and Water Energy & Emission • • • • • • is (excluding C&D) 4% reduction in water consumption intensity to 951 liters per employee 42% of water recycled in FY 2019 compared to 41% in FY 2018 97% of waste diverted from landfill 3 biodiversity projects completed till date-Butterfly park, Wetland zone and thematic garden in Bengaluru and Pune Community Programs: Water Participative urban water programs in Bengaluru and Pune Bengaluru Sustainability Forum: 3 multi-stakeholder retreats and 9 grant proposal selected on urban water and biodiversity • • Over 29% reduction in global people based emissions intensity to 0.85 tons per person per annum 40% (98 million units) of our total India Energy Consumption comes from Renewable Energy (RE) • Wipro EC campus is first in IT service sector to receive Greenco Silver Rating award by CII-GBC (Green Business Center) 44% increase in energy saving due to server virtualization from FY 2018 21% reduction in air travel footprint from FY 2018 • • Energy Intensity KwH per sq. meter per annum GHG Intensity for Office Energy Consumption Kg CO2 eq per sq. meter per annum 174 142 101 71.3 FY 2018 FY 2019 FY 2018 FY 2019 Education & Community Care School Education • • • • More than 85 education seeding fellows supported till date Partnered with 116 organizations in areas of systemic reforms over 18 years Supporting 14 new organizations through seeding fellowships & 2 through grants in FY 2019 Close to 150 participants attended the 18th Partner’s Forum on school education Sustainability Education • • • Participation in flagship Wipro earthian program from 1,371 schools and colleges across 51 districts in 29 states and 3 UT’s Faculty led research, Faculty development program on MOOC’s and doctoral fellowships on sustainability with IIM-B 3 academic workshops held with CEPT, ICT and IIMA with 55 participants from top business schools, planning schools and chemical engineering institutes 7 sustainability quizzes conducted with 1,420 participants from 710 teams along with national finals 20 college sustainability internships facilitated at 5 partner organizations • • 10 Annual Report 2018-19 Wipro Science Education Fellowship Program • Wipro Science Education Fellowship, our flagship program in the USA is active in seven locations- Tampa, Jefferson City, Mountain View, Boston, New York, New Jersey and Dallas. Anchored by UMass, Boston, our partners include Stanford University, University of Southern California, University of Missouri Three-year agreement with King’s College London to develop and offer UK’s first Master’s program in STEM education ‘Wipro Teacher Fellowship’ and ‘Wipro Teacher Mentor’ programs initiated by Sheffield Hallam University (UK) -to provide rigorous continuous professional development to STEM teachers • • Community • • • • • Nearly 41,000 children from underprivileged communities benefit from our 24 education projects in eight states Education for Children with Disability program supports the educational and rehabilitative needs of 2,200 underprivileged children with disabilities, through 17 projects in six states Over 77,000 people from disadvantaged communities have access to primary healthcare Project in urban solid waste management in Bengaluru provides social, nutritional and health security to nearly 8,000 workers in the informal sector Agro-forestry project in rural Tamil Nadu helped 100 farmers in integrated farming by planting 40,000 trees Customer Stewardship • • Participated in sustainability assessment led by +150 customers Topcoder is our crowd sourcing platform for enterprise with 1.5 million total & active members from 255 countries. In FY 2019 close to 10K challenges and tasks were completed Engagement With Suppliers • in 2016 Adopted EPEAT program IT hardware procurement for laptops, desktops, printers, mobiles and servers. Till date we saved 2.6 million KW of energy and 598 tons of CO2 eq. for • Wipro received an EPEAT Purchaser award with a four-star rating Rewards & Recognition • Member of Dow Jones Sustainability Index (DJSI), World for the ninth time in a row • • Wipro Limited receives Silver Class Sustainability Yearbook Award 2019 • Member of Vigeo Eiris Emerging Market Sustainability Index (comprises of the 70 most advanced companies in the Emerging Named as 2019 World’s Most Ethical Company for the 8th successive year by the Ethisphere Institute Market Region) • Wipro is part of FTSE4Good Index Series and also a global sector leader • Wipro received A- in Carbon Disclosure Project (CDP)-Climate Change Assessment • Wipro’s Intellectual Property Portfolio Recognized with National IP Award and WIPO Enterprise IP Trophy • Wipro wins Gold for Physical Identity & Access Management and Security Intelligence as a Service at 2018 IT world Awards • • • • • • • • Ecovadis-CSR rating of Gold SHRM India HR Awards 2018 - Excellence in Leveraging HR Technology and Excellence in Developing Leaders for Tomorrow Association for Talent Development (ATD) – Best of Best Award for FY 2018 RobecoSAM Silver Class Sustainability Yearbook Award for 2019 Golden Peacock HR Excellence Award, 2018 Brandon Hall Excellence Awards – Bronze Award for Best Advances in Social Learning for FY 2018 United Nations Global Compact Network India (UN GCNI) – Women at Workplace Awards 2019 - 1st Runner Up Nipman Foundation – Microsoft Equal Opportunity Awards 2018, Winner in the category of ‘Enabler – Employment of Persons with Disabilities’ Top 20 Companies in DivHERsity (Large Enterprises) and Top20 Most Innovative Practices - DivHERsity Programs Annual HR Distinction Awards 2019, UK - Winner in the category “Distinction in Inclusion and Diversity” • • • Wipro has received a score of 95 out of 100 on the 2019 Corporate Equality Index 11 Wipro LimitedChairman’s Letter to the Stakeholders Dear Stakeholders, This year, we embark on our 75th year of creating value for our stakeholders. It is an important milestone for us and we take great pride in how Wipro is an exemplar of a successful, ethical and a socially responsible organization. If we look back at the Wipro journey in the last seven decades, from a small vegetable oil company to a leading information technology company that we are today, we have evolved by constantly re-inventing ourselves and creating newer opportunities. This has been possible because of the deep commitment and hard work of Wiproites and the core values that have remained our guiding light. Along the journey, we have focused on continuous evaluation of the capabilities we need to win. This year as a part of the strategic plan exercise, we identified four technologies that will lead us into the future - Digital, Cloud, Engineering Services and Cyber Security. Based on the approval from the Board, we have decided to step up our investments significantly in these four big bets. Furthermore, we also divested our datacenter business which has improved our return on capital employed. We are committed to enhancing value for our stakeholders. Our EPS for the year ended March 31, 2019 grew by 18.6% YoY, which was the best in the last 5 years. We improved our working capital substantially and our free cash flows was robust at 106% of our net profits. We have a capital allocation philosophy of providing regular and stable payout to investors keeping two important considerations, one that of building long term stakeholder value and two that allows us to make required investments for future growth. Consistent with this philosophy, we declared a dividend of ` 1 per share, completed a bonus issue of one equity share for every three held in March 2019 and also announced a buyback of ` 105 billion through buyback to the shareholders in April 2019. The shareholders have approved the proposal to buyback equity shares of the company and the process is likely to be completed by August 2019. 12 Annual Report 2018-19We remain committed to building a glorious future. I am pleased to share that Rishad Premji, Chief Strategy Officer and Member of the Board, will take over as the Executive Chairman of Wipro Limited with effect from July 31, 2019. Rishad brings to this role new ways of thinking, experience, and competence that will lead Wipro to greater heights. He has been an integral part of the leadership team since 2007, and has a deep understanding of the company, business strategy, culture and heritage. He is also deeply committed to the values which form the bedrock of Wipro. I will continue to serve on the Board of Wipro Limited as Non- Executive Director and Founder Chairman while dedicating most of my time and energy to the philanthropic efforts of the Foundation. Leading Wipro from 1966 till now has been the greatest privilege of my life, it has been an extraordinary journey. I want to thank the generations of Wiproites and their families for their contribution towards building our company to what it is today. I am grateful to our clients, partners, and other stakeholders who have reposed trust and confidence in us. Wipro will continually transform to scale new heights as the world changes while remaining firmly committed to its values. I am confident that the future of Wipro will far outshine anything that we have done before. Very Sincerely, Azim Premji As a large technology company which employs 170,000+ people, we have the responsibility to drive an inclusive growth. Technologies like digital and AI are disrupting the way services are rendered and the ability to learn becomes vital for our employees. At Wipro, we have made significant investments in re-skilling our employees in digital technologies. There are three levels of training that start from awareness programs, extensive learning programs through virtual labs and immersive programs that provide opportunities to build deep expertise. We are also using TopGear, our social learning and crowdsourcing platform as a workforce transformation tool as it has 2000+ learning assignments across 200+ skills. Today, we already have 55,000+ employees on TopGear. Localization is an important initiative we are driving to create a global, diverse and distributed talent base. In the last few years of running this program we have successfully localized all our major markets like USA, UK, Australia, Canada, Singapore, Africa and Middle East. We are acutely aware that much of the economic progress in the world has come at the cost of climate change and therefore we have a responsibility towards creating a sustainable community. We have significantly scaled up renewable energy for our operations, contributing to 40% of our total consumption. Recycled water now contributes to 42 % of our total water usage. Education, has been the primary focus of our work for close to two decades now. Till date, we have partnered with 166 organizations working in school education. Wipro Earthian, a sustainability education program focused on water and bio-diversity, has reached out to 8,600 schools over the last nine years. The Wipro Science Education fellowship in the USA, which we started in 2013, works in seven sites across 35 school districts on improving STEM learning in schools serving disadvantaged communities. This year, we are collaborating with Kings College London and Sheffield Hallam University to provide rigorous continuous professional development to STEM teachers working in government designated ‘opportunity areas’ in the UK, which by definition have a high proportion of failing-schools. Through Wipro cares, our employee giving program, we have worked on education for disadvantaged children and children with disabilities and worked with partners who provide quality primary health care services to underserved communities. My own thinking of wealth & philanthropy is that we must remain ‘trustees’ of our wealth for society, not its owners. As announced earlier, I have irrevocably renounced more of my personal assets and earmarked them to the endowment which supports the Azim Premji Foundation’s philanthropic activities. The total value of the philanthropic endowment corpus contributed over time is ~USD 21 billion, which includes 67% of economic ownership of Wipro Limited. 13 Wipro Limited CEO’s Letter to the Stakeholders Dear Stakeholders, We are in an exciting time in history where transformative digital technologies are emerging at an unprecedented rate and technology is becoming the core for all products and services across industries. Established business models are being challenged to give way to new. To stay ahead of the curve as our client enterprises undergo this rapid transformation, we have anchored our efforts on first understanding how our customers’ needs could change and then building our capability to deliver to those needs. I can see the outcome of those focused efforts when in my conversations with our customers, there is a shift from “how can Wipro help us execute better” to ‘how can Wipro help us transform & innovate”. Our customers are now trusting Wipro to do more and we are ready to be the partner that helps them outperform. We have sharpened our strategy into four pillars based on what our customers need i.e. Business Transformation, Modernization, Connected Intelligence and Trust. In order to build the capability that is needed to deliver these strategies, we have been investing significantly in the four areas of big bet which are Digital, Cloud, Engineering Services and Cyber Security. Our Digital revenues grew by 32% YoY. Our largest deal win to date of $1.5 billion, is a testimony to the capabilities 14 we have in enterprise scale modernization & transformation. Our AI-First strategy and differentiated assets such as Data Discovery Platform are being well received in the market which is reflected in the double digital growth of DAAI (10% YoY in constant currency). Our big bet in Cybersecurity is central to our Trust pillar. We are scaling assets such as our Cyber Defense Assurance Platform and working with security ecosystem partners and governing bodies. Cyber security as a service offering which forms 4% of the revenues grew at 16% YoY (in constant currency) in FY 2019. There were several green shoots in our overall performance as we built the momentum consistently through the year. On a full year basis, we grew 5.4% in constant currency. Two of the business units BFSI and CBU grew by 16% and 10% (in constant currency) respectively. Our operating margins have improved by 1.8% on full year basis because of our relentless focus on the quality of revenues. I am sharing with you an update on how we have been progressing across the 6 key themes that we have outlined to serve our customers better. Annual Report 2018-19Digital & Consulting Open Innovation Our customers are no longer asking if or why digital transformation should be a top priority. The question now for enterprises is how to make it real and how to show outcomes. As a result, digital is ubiquitous and at the forefront of all our offerings. The strength that we have built in our Digital practice through the last few years has helped transform customers into digital businesses, changing how they work in order to deliver new product and service experiences. We are a partner of choice to our customers because of our differentiated talent, end-to-end capabilities that enable us to execute leveraging our IP and process and transform to new ways of working for the customer. Our 4 M’s focus - method, model, mindset and machinery enable the full engineering and business transformation for our customers. For the year, Digital grew from 27% of revenue in Q4’18 to 35% of revenues as of Q4’19. Consulting which is 7% of our Revenues grew by 19% YoY. Client Mining Our biggest assets are our customer relationships and there is no better endorsement of our capabilities than the faith that our customers repose in us. We believe in delivering not only what we promise but also go beyond and meet the unsaid expectations. We continue to take proactive ideas which leverage our investments contextualized for the customer. Our Net Promoter Scores (NPS), improved by 511 basis points in FY 2019 over FY 2018. Our top ten clients grew 9.6% for the year and we added 2 clients in the >$ 50 million bucket. Process & IT estate Modernization Simplifying complex customer processes and technology through cloud enablement, creating APIs and driving hyper automation forms the foundation for effective digital transformation for our customers. Wipro HOLMESTM, our proprietary platform for automation is now deployed across 350+ customers to hyper-automate processes and offload specific cognitive tasks to the artificial intelligence (“AI”) platform to gain cost efficiencies, agility and enhanced user experience. In Q4’19, work done by BOTS in fixed price projects was at 11%. IP & Platforms We continue to invest and scale intellectual property via platforms, products, frameworks and solutions, enabled by innovative commercial constructs and delivered in a ‘as a-service’ model, thus truly making their costs variable in a risk reward model (e.g. transaction based, outcome-based pricing). The number of patents we held (and applied for) crossed 2,200, we now have 558 patents granted within our portfolio and we continue to maintain our innovation focus towards new age technologies like Data Analytics, Artificial Intelligence, Wireless technologies, etc. As I mentioned earlier since the core of all products and services is now technology, the responsibility to innovate is with us. We have therefore a very robust open innovation ecosystem framework which comprises of M&A, Ventures, Partner Ecosystem, Horizon program, Topcoder, Expert Networks & Academia. This year, we invested in Syfte, an Australian design agency which uses human-centered design thinking to solve compelling client challenges and further strengthens Wipro’s design capabilities. Through Topcoder, our customers are accessing and executing with incredible digital talent faster, including specialized talent driving projects utilizing AI, Blockchain, Computer Vision, Machine Learning, Precision Medicine, and even Quantum Computing. This equates to more and faster digital experimentation for our customers, which helps them win through better innovation. I am encouraged by the recognition that we have gained with Industry analysts as a ‘Leader’ across various industry segments and domains like Cloud, Digital, IoT, Blockchain Automation , AI, & Analytics etc. We are now positioned as “Leader” in 65% of the ~322 such active reports, which gives us the ability to differentiate ourselves. Talent & Localization We are investing in re-skilling of our employees into pi and X shaped talent and taking affirmative actions to create a global, diverse, local and distributed talent. Our endeavour to localize has been successful in all our major markets, in US, we have reached new high of 64%+ up from 55% in FY 2018. Campus hiring from the universities is playing a crucial role across the markets along with training programs specially designed to get the University graduates move successfully into customer projects. As of March 31, 2019, we have trained over 133,000 professionals in digital technologies. Through the last year, we remained steadfast in our efforts to execute on our strategy and made good progress. This was possible because of the passion and commitment of Wiproites across the world, who are the Spirit of Wipro! I would also like to express my deep gratitude and appreciation to our customers who have provided us an opportunity to partner with them, our partners and our shareholders for their unwavering support. Very Sincerely, Abidali Z Neemuchwala 15 Wipro Limited16 Annual Report 2018-19Board of Directors Standing from left to right Patrick Dupuis Independent Director Rishad A Premji Executive Director & Chief Strategy Officer Abidali Z Neemuchwala Chief Executive Officer & Executive Director Ireena Vittal Independent Director Arundhati Bhattacharya Independent Director William Arthur Owens Independent Director M K Sharma Independent Director Dr. Patrick J Ennis Independent Director Sitting from left to right Dr. Ashok S Ganguly Independent Director Azim H Premji Executive Chairman Narayanan Vaghul Independent Director 17 Wipro LimitedManagement Discussion and Analysis Industry Overview the globe are undergoing an Organizations across their transformation unprecedented change and businesses increasing led by forces such as digital, consumerization of IT, emergence of new platforms such as cloud services and increasing disruptions and competition from new-age companies. Technology access and usage has been largely democratized and mainstreamed. There has been a profound change in how technology is developed, delivered and consumed. in 2019) and now contributes $33 billion to the overall IT industry in India. Technologies such as industrial automation, robotics, cloud, Internet of things (“IoT”), augmented reality (“AR”)/virtual reality (“VR”) and blockchain continue to fuel growth. In 2018, there was a 45% increase in as-a-service deals, according to the NASSCOM Report. Cloud platforms are driving growth in managed services for security and data platforms. Digital and automation has moved from point deployments to enterprise-wide adoption. Large multinational enterprises are thus reimagining multiple aspects of their business leveraging digital technologies and are engaging global IT services companies who can deliver high quality service on a global scale and at competitive price points. The market is shifting from traditional services to digital technologies, DevOps and as-a-service models. We believe that the IT Services industry has significant growth potential and the next wave of growth will come from digital technologies. According to the Strategic Review 2019 published by NASSCOM (the “NASSCOM Report”), “Digital” continues to drive growth (more than 30% of growth in FY Global IT service providers offer a range of end–to-end software development, digital services, IT business solutions, research and development services, technology infrastructure services, consulting and related support functions. According to the NASSCOM Report, IT export revenues from India grew by 8.3% to an estimated $136 billion in fiscal year 2019. services, business process Given that transformation, modernization, innovation and trust are fundamental imperatives for organizations, the opportunities that exist for the industry are significant. 18 Annual Report 2018-19Business Overview Our Business Strategy We are a global technology services firm, with employees across 50 countries and serving enterprise clients across 27 industry verticals. We provide our clients with competitive advantages by applying various emerging technologies and ensuring cyber resilience and cyber assurance. We work with our clients not only to enable their digital future, but also to drive hyper efficiencies across their technology infrastructure, applications and core operations, enabling them to achieve cost leadership in their businesses. We are recognized by our clients for our ability to bring in “an integrated perspective”, i.e., our ability to bring together broad and deep technology and domain expertise, our ability to draw learnings and apply insights from one company or sector to another and our ability to provide end-to-end services. Our clients value our consistent excellence in execution and our ability to proactively incorporate relevant innovation. Going forward, digital enterprises will increasingly require partners, such as Wipro, who are able to bring capabilities that span across consultancy, design, engineering, systems integration and operations to enable them to achieve digital transformation. This transformation can only be effective if delivered in the context of the relevant industry or domain, hence it is critical to us that we provide strong domain expertise along with “Digital.” We have invested significantly in building domain expertise and we will continue to strengthen our domain capabilities. The vision for our business is “to earn our clients’ trust and maximize value of their businesses by helping them in their journey to ‘re-invent’ their business and operating models with our ‘Digital’ first approach and best in class execution.” Our IT Services business provides a range of IT and IT-enabled services which include digital strategy advisory, customer- centric design, technology consulting, IT consulting, custom re-engineering and application design, development, maintenance, systems integration, package implementation, cloud infrastructure services, analytics services, business process services, research and development and hardware and software design to leading enterprises worldwide. Our IT Products segment provides a range of third-party IT products, which allows us to offer comprehensive IT system integration services. These products include computing, platforms and storage, networking solutions, enterprise information security and software products, including databases and operating systems. We continue to focus on being a system integrator of choice where we provide IT products as a complement to our IT services offerings rather than sell standalone IT products. Our India SRE segment consists of IT Services offerings to organizations owned or controlled by Government of India and/or any Indian State Governments. Our strategy is about driving a “Digital first” approach through i.e. Business Transformation, four foundational pillars Modernization, Connected Intelligence and Trust. As part of these, we are prioritizing and disproportionately investing to drive growth in key strategic fields such as digital, cloud, cybersecurity and industrial and engineering services through our “Big Bet” program. For example, our “Big Bet” in each of Digital and Cloud are at the heart of our Business Transformation and Modernization pillars, while our “Big Bet” in Industrial and Engineering services is central to our Connected Intelligence pillar and our “Big Bet” in cybersecurity is central to our Trust pillar. Talent, IPs/ Platforms & Open Innovation are underlying strategies that support the four pillars. Business Transformation Business Transformation is about transforming the customer experience at scale and generating new revenue models through a consulting-led approach combining deep domain and technology expertise and strategic design capabilities, which we have scaled through our acquisitions, such as of Designit, Cooper and Syfte. Our acquisition of Syfte, an Australian design agency leverages human-centered design to solve compelling client challenges & strengthens Wipro’s design and innovation capabilities. Syfte, which is a part of Digital, expands our reach in Australia and contributes to significant synergy across our integrated digital and design capabilities. thinking Modernization Modernization is about taking an integrated “Cloud first” approach across applications, infrastructure and data to modernize the IT landscape, while leveraging HOLMESTM, new ways of working, Application Programming Interface (“API”) and Microservices. We are investing in Cloud Studios across geographies, which provides services such as cloud assessment, cloud migration (Lift and Shift), cloud native, Agile and DevOps, among others. Wipro HOLMESTM helps enterprises hyper-automate processes and offload specific cognitive tasks to the artificial intelligence (“AI”) platform to gain cost efficiencies, agility and enhanced user experience. Wipro HOLMESTM helps businesses adopt a hybrid mode of operation (i.e., pairing automation and human effort), which is achieved through a combination of virtual agents, predictive systems, cognitive process automation, visual computing applications, knowledge virtualization and AI reasoning. We also offer automation advisory services to help clients in their journey of AI/automation through designing automation 19 Wipro Limitedroadmaps and setting up Digital Centers of Excellence for automation initiatives. In addition to the Wipro HOLMESTM platform, we are building a collaboration ecosystem for automation, working with partners such as Robotics Process Automation providers (e.g. UiPath ), start-ups (e.g., Avaamo, Inc., Arago and GmbH) and established partners (e.g., IBM, Amazon.com, Inc., Google LLC, Microsoft Corporation, SAP SE, Oracle Corporation and ServiceNow, Inc.). For our API and microservices, we have significantly scaled our consulting talent pool and solutions, which includes our Digital Modernization platform. Connected Intelligence Connected Intelligence is about driving outcomes through HOLMESTM, our Data Discovery Platform and use-case based AI solutions and building strong industrial & engineering service capabilities and assets in areas such as Autonomous systems, IoT,5G, etc. We have adopted an “AI First” strategy, which entails acquiring and assimilating data, driving accurate decisions and delivering measurable business outcomes., e.g. Faster Time-to-Market. We continue to invest in scaling end-to-end capabilities across sensors, gateways, connectivity, platforms, analytics, machine intelligence to drive transformation in a hyper-connected world. We are scaling assets and capabilities in emerging areas such as IoT, 5G, and autonomous systems. learning and artificial Trust Trust is about addressing a changing security, privacy & landscape driven by ubiquitous technology regulatory through a consulting led approach to Cyber-security. We have adopted a consulting-led approach in areas such as enterprise risk management, data privacy and control assurance and we have leveraged cognitive automation, e.g., automated incident detection and response, to drive security. We are scaling assets such as our cyber defense assurance platform (“CDAP”) and working with security ecosystem partners and governing bodies, such as Cloud Security Alliance and Wipro Ventures Portfolio (IntSights, CyCognito, Vectra). Underlying Strategies that Support the Four Pillars Talent Talent strategy is about building a robust ‘re-skill & recruit’ engine and scaling a global, diverse, local and distributed talent pool. We are scaling π-shaped talent (i.e., people with “double-stemmed” skill sets), product managers, scrum masters and full stack engineers. We are driving re-skill programs for our employees, such as our Digital Academy. We are hiring and training new employees locally through Wipro’s Ascent program and driving scale in our various geographic segments through employee trainings in areas such as Digital, Analytics, Engineering Services and Cybersecurity. As of March 31, 2019, we trained over 133,000 professionals in digital technologies. We are expanding our innovation labs, or digital pods, to offer enhanced transformation services to global customers. IPs & Platforms IPs and Platforms is about driving differentiation and non- linear revenues. We are scaling IPs, platforms and solutions to drive differentiation in our as-a-service offerings. We are integrating IPs to drive greater impact across domains and technology. Examples of our domain and industry IPs are Netoxygen in our Banking, Financial Services and Insurance business unit and Medicare Advantage in our Health Business Unit, and examples of our technology-based IP include Cyber Defense Platform and Virtuadesk. Open Innovation Open Innovation is about tapping the innovation ecosystem to bring the best solutions to our customers through vehicles such as Wipro Ventures, through which we invest in start- ups relevant to enterprises, Partner ecosystem, Academia partnerships , our Horizon Program, which is our organic intrapreneurship initiative, our Crowdsourcing Model (Topcoder), Expert Networks and M&A. • Wipro Ventures: The strategic investment arm of Wipro, Wipro Ventures is a $100 million fund that invests in early to mid-stage enterprise software startups. As of March 31, 2019, Wipro Ventures has active investments in and partnered with 13 startups in the following areas – AI (Avaamo, Inc., Vicarious FPC, Inc.), Business Commerce (Tradeshift, (IntSights Cyber Intelligence Ltd., Vectra Networks, Inc. CyCognito), Data Management (Imanis Data, Inc.), Industrial IoT (Altizon Systems Private Ltd.), Fraud & Risk Mitigation (Emailage Corp.), Testing Automation (Headspin, Inc., Tricentis GmbH) and Cloud Infrastructure (Cloudgenix, Moogsoft). Inc.), Cybersecurity 20 Annual Report 2018-19In addition to direct investments in emerging startups, Wipro Ventures has invested in four enterprise-focused venture funds: TLV Partners, Work- Bench Ventures, Glilot Capital Partners and Boldstart Ventures. During year ended March 31, 2019, one of our portfolio companies, Demisto, was acquired. • • Partner Ecosystem: We have a dedicated unit to drive and deepen our partner ecosystem to drive creation of new markets and solutions, expand in key verticals and geographies, drive innovation in our offerings and drive go-to-market outcomes. We have subdivided the partner ecosystem into the following categories: » Strategic Partners: A strategic partnership has multiple technologies and industry use cases aligned to Wipro’s business covering multiple Wipro service lines. These partnerships are global in nature, with higher business volume and larger business potential with a medium to long term joint business roadmap. Wipro and the strategic partner co-develop focused industry solutions and co-invest in joint go to market initiatives. Strategic partnerships usually have strong solutions portfolio which either complete a value chain by themselves or play a prime technology position in a value chain. Growth Partners: These are partnerships have focused alignment on a core technology practice and provide extended solutions based on a common technology baseline. These partnerships help Wipro to strengthen industry positioning, usually helping Wipro to achieve leadership position in that technology. Growth partners have higher potential for multi practice engagements through either branching to other services lines of Wipro or leveraging an ecosystem of partnerships. Niche Partners: Niche partners are highly focused relationship on addressing a specific business need through a unique positioning. Niche partnerships help Wipro to differentiate ourselves in the market through one or more of multiple advantages like cost, unique technology positioning, future proofing and addressing new growth areas. » » • Academia Partnerships: Collaboration with academic institutions and associations in the United States, Europe, Israel and India in the fields of computer and electrical engineering to promote innovative technology research and capability. • Horizon Program: The goal of the Horizon Program is to drive organic incubation in emerging areas covering products, platforms, solutions and capabilities. In order to achieve this objective, we are investing in key areas such as AI, AR/VR, IoT, cloud computing, software- defined everything, autonomous vehicle, cybersecurity, digital experience, digital marketing and commerce and Industry 4.0. During the year ended March 31, 2019 we funded 16 themes/areas as part of this program. community (Topcoder): A and Crowdsourcing crowdsourcing platform with of over 1.5 million developers, designers, data scientists, and testers. Topcoder provides focused enterprise offerings around AI/ML and Analytics, Digital Experience (DX), Quality as a Service (QaaS), Workforce Transformation, Talent as a Service (TaaS), and Hybrid (Certified) Communities. We are also using the Topcoder Hybrid Crowd Platform to scale and engage ‘in-house’ talent pools in emerging technologies such as Full Stack, DevOps, AI/ML, Cloud, Analytics & other Digital skills with our internal TopGear hybrid community. It also acts as a structured learning path for accounts providing hands-on experience across 200+ skills. We are creating a pool of Challenge Architects, Topcoder Co-pilots & Reviewers to expand the percentage of work delivered through crowdsourcing. • M&A: Acquisitions are key enablers for us and drive our capability to build industry domain, focus on key strategic areas, strengthen our presence in emerging technology areas, including Digital, and increase market footprint in newer markets. We focus on opportunities where we can further develop our domain expertise, specific skill sets and our global delivery model to maximize service and product enhancements and create higher margins. We also evaluate business units to determine if divestures would maximize our focus on key priorities. Operating Segment Overview Our business comprises of the IT Services, IT Products and ISRE segments. The ISRE segment consists of IT services offerings to ISRE Customers. Effective October 1, 2018, we carved out ISRE as a separate segment from our global IT Services business. We made this decision because we changed our strategy for providing services to ISRE Customers. Historically, projects in our ISRE business have been primarily SI projects that have complex deliverables and, compared to our IT Services segment, longer working capital cycles and different downstream processes, including billing and collections. Most ISRE deals come in the form of a tender process, with little room to negotiate the terms and conditions. We have pivoted our ISRE strategy to focus more on consulting and digital engagements and to be selective in bidding for SI projects with long working capital cycle. Additionally, we provide our IT Services segment revenue and results by industry verticals. Our industry verticals are subject to change and may vary depending on industry trends. 21 Wipro LimitedIT Services Offerings We are a leading provider of IT services to enterprises across the globe. We provide a range of services, which include digital strategy advisory, customer-centric design, technology consulting, IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, cloud infrastructure services, business process services, cloud, mobility and analytics services, research and development and hardware and software design. Our key service offerings are outlined below Wipro has been a strategic partner in the transformation of the application landscape of its clients by offering integrated business solutions that span across enterprise applications and digital transformation to security and testing. MAS is comprised of four units: the Enterprise Applications and Modernization (“EAM”) unit, the Application Engineering and DevOps (“AED”) unit, the Enterprise Architecture unit and the Appirio Cloud Services unit. These units will leverage themes such as AI/ Cognitive Systems, IoT, blockchain and open source to enable smart application technology, or “Smart Applications”.MAS focuses on driving application transformation with contextual solutions for our customers from front office to back office by combining consulting, design and development, continuous testing and integration, automation and operational excellence across all industries. Modern Application Services (MAS) 44% Industrial and Engineering Services (I&ES) 8% The Engineering Services team at Wipro facilitates 350+ clients across multiple industries / verticals with a platform to innovate and engineer products, platforms and technologies at scale. This is termed as “Engineering NXT” by Wipro. DIGITAL Across Wipro and led by our digital services unit, Wipro Digital, we help our customers with the full, end- to-end imagination to execution lifecycle that enable new digital product and service experiences. By changing legacy systems and enabling new enterprise agility, processes, tools and mindsets, we help our customers to “be digital”, not just do digital. In the last year, we opened additional digital pods, bringing our total number of pods to 19 and supporting our “No-Shore” model of delivery with distributed the world. We have also brought more integrated capability by aligning our digital consulting practice fully under Wipro Digital now. teams around experiences, personalized Over the last 2 decades, I&ES has engineered innovative customer and technologies for new markets, integrated next-generation technologies, facilitated faster time to market and ensured global product compliance, all by making use of technologies around connectivity (Wireless technologies), Cloud and Data Platforms, Systems Design, VLSI, next generation Software Development and Testing, EDS, PLM, IoT and Industry 4.0. products The percentages that appear in the above infographic represent the contribution of revenue of the service offering to the overall IT Services revenue 22 Annual Report 2018-19Wipro is a leader in providing next generation technology- led business process services to global enterprises. Our process excellence and domain expertise helps us drive transformation via reimagine, redesign & standardization. Combined with Enterprise Operations Transformation we help clients leverage and deliver benefits from RPA, AI, analytics and other emerging technologies. Some of our leading offerings: » » » » » Digital Customer Experience which leverages AI, Chatbots, Augmented & Virtual Reality. Supply Chain Management 10+ million annual transactions for 30+ languages across 16 global centers. Finance and Accounting 130+ global clients with leadership rating by Gartner and Everest. Protect the Internet to moderate public domain web content. Geospatial Information Services to manage intuitive navigation maps creation, data and route consistency across geographies. » DAAI is a preferred partner in customer journey to transform into an intelligent enterprises by automating decision making, powered by insights and driven by rich datasets. As a trusted enabler of Data & Insights transformation for our customers, Wipro leverages AI, machine learning, advanced analytics, big data and information management platforms and capabilities. We are committed to deliver value across the customers’ journey from data to decisions focusing on: Insights transformation – Transform legacy decision- making processes into a modern, elastic, and AI & ML driven insights-centric fabric that enable smarter processes. Data transformation - Helps adopt modern data platforms, processes and methods in on premise, cloud & hybrid ecosystem to support Analytics, Machine Learning and AI workloads through a set of themes that brings transformative change to the data landscape by infusing AIdata landscape by infusing AI » Digital Operations and Platforms (DO&P) 14% Cloud and Infrastructure Services (CIS) 23% Data, Analytics and AI (DAAI) 7% CYBERSECURITY & RISK SERVICES (CRS) 4% CIS is an end-to-end cloud and IT infrastructure services provider that helps global clients accelerate their digital journey. Our offerings include Cloud and Datacenter, Software Defined, DevOps & Micro-services, Digital workplace services, ‘connected intelligence’ services including Digital intent-aware network, IoT and 5G across advisory & consulting, transformation and system integration, testing and managed services. We have a presence across 50+ countries with over 700 clients and 21 delivery centers. Our investment in IP, a comprehensive partner ecosystem and our skills in emerging technologies like software-defined everything, opensource, DevOps and IoT ensure that we are a one-stop shop for all cloud and IT infrastructure needs. CRS enables next generation global enterprises to enhance their business resilience through intelligent and integrated risk approach with modernizing the security at the core. CRS enables the customers in defining their cyber strategy and the cybersecurity needs, envisaging best-recommended practices across the people, process and technology. Leveraging a large pool of experienced security professionals and a global delivery model that leverages our Cyber Defense Centers (CDC), we execute implementation projects and deliver managed and hosted services backed by our Cyber Defense Platform (CDP). Our unique top-down risk-based approach delivers innovative security platforms for better scalability, improved cost efficiency and greater agility. 23 Wipro LimitedIT Services Industry Verticals Our IT Services business is organized into seven industry verticals: leveraging state-of-the- technology and process The BFSI business unit serves over 100 clients globally across Retail Banking, Investment Banking, Capital Markets, Wealth Management and Insurance. We deliver success to our clients by art transformation service design unparalleled domain expertise, IP and end-to-end consulting services. We also help our clients adapt to the digital world by harnessing the power of emerging technologies computing, hyper-automation and robotics. integrated offerings and solutions, innovation, the cloud, cognitive like Banking Financial Services and Insurance (BFSI) 31% 13% their business Health BU mission is to help organizations solve real world health problems to improve people’s lives. Health BU is dedicated to helping health and life sciences companies rethink, reshape and restructure increase their competitiveness industry. We help in the companies realize value their core businesses by fueling innovation born and help recalibrate their business toward more accountable, affordable and accessible care. in collaboration, to in integrated technology expertise CBU offers a full array of innovative solutions and services that cater to the business value chain where the consumer is at the core, through a blend of domain knowledge, and delivery excellence. We offer an that allows organizations to model, optimize, forecast, budget, execute, manage and measure product, customer and service performance across the globe to enable our clients to maximize value from their technology investments. environment Health Business (Health BU) 13% 13% Consumer Business (CBU) 16% leading the help transform industrial and Manufacturing BU help manufacturing organizations across globe to drive enterprise and business transformation, and accelerate revenue. By coupling our digital and domain expertise across process manufacturing, automotive and aerospace and defence, we customers our transform processes, product design, aftermarket/services to achieve digital transformation. Our ongoing investments in emerging technologies like autonomous systems and robotics, Industry 4.0, blockchain and industrial IoT are helping customers innovate faster and maximize their business value. supply chain, and Manufacturing (MFG) 6% 8% 24 Energy, Natural Resources, Utilities, Engineering & Construction (ENU): Our deep domain, digital, consulting and technology expertise have helped the business become a trusted partner to over 75 leaders in the Oil and Natural Airports, and industries across the globe. We provide engineering, technology and business processes services expertise to enable business value and digital transformation for our Gas, Mining,Water, Electricity, Ports, Construction Engineering consulting, Gas, Energy, Natural Resources and Utilities (ENU) customers. Companies across the high-tech value chain; from the silicon providers to software companies, are serviced by Wipro’s Technology business unit. We help our customers transition to new business models by helping them build digital products and solutions,digitize their back office and front office operations as well as their sales and marketing channels, and servitization strategy. With extensive focus on 5G, AI Cloud Native based solutions we bring together an ecosystem of expertise to build IP,platforms and domain/ industry-focused solutions that help our enable their Technology (TECH) customers reach their business goals. Communications (COMM) Wipro has been enabling the digital transformation journey of Communications Service Providers (“CSPs”) across the globe as they transform to become Digital Service Providers. Our digital business solutions are tailored for CSPs customer context, with capabilities technologies such as IoT, blockchain and cybersecurity, and a digital workplace in order to focus on new ways of working. We enable the convergence of network, IT and business 5G, Cloud, SDN/NFV, AI, in process across the entire customer lifecycle. The percentages that appear in the above infographic represent the contribution of revenue of the Business Units to the overall IT Services revenue Annual Report 2018-19IT Services Competition The market for IT services is competitive and rapidly changing. Our competitors in this market include global consulting firms and IT services companies as well as local and niche services providers. The following factors differentiate us from our competition: 1. The comprehensive and integrated suite of IT solutions, including digital strategy advisory, customer-centric design, technology consulting, IT consulting, custom re-engineering application design, development, and maintenance, systems integration, package implementation, cloud infrastructure services, mobility and analytics services, business process services, research and development and hardware and software design. 2. Wipro Digital’s integrated propositions in customer mapping and interaction, seamless integration and data science and insight differentiate its approach with customer journey engineering. 3. Our organizational culture of innovation and our early start in deploying cutting edge platforms and technologies that drive hyper-automation and achieve industrialization of service delivery, such as Wipro HOLMESTM. 4. Our investments in developing IP across products, platforms, components, accelerators, tools and apps that enable us to provide standardized solutions to our customers and obtain enormous time-to-market advantage. frameworks, solutions, 5. Our decades of experience in serving in the IT business, proven track record of delivery excellence and satisfied customers who recommend our services to other corporations. 6. Our ability to provide an entire range of research and development services from concept to product realization. 7. Our global delivery model, that leverages our global, regional and local near-shore development centers and collaborative technologies to help us better serve our clients in this modern technology era. 8. Our ability to access, attract and retain highly skilled personnel across key markets. 9. Our emphasis on engaging the culture of our new age acquisitions and integrating these technologies with our executional experience and service offerings to maximize synergies for our clients. 10. Our ability to offer opportunities to work with cutting edge technologies and focus on training is a critical differentiator to the quality of our manpower. 11. The Wipro brand that is recognized globally for its comprehensive portfolio of services, a practitioner’s approach to delivering innovation and an organization- wide commitment to sustainability. 12. Our commitment to the highest levels of corporate governance. IT Products In order to offer comprehensive IT system integration solutions, we use a combination of hardware products (including servers, computing, storage, networking and security), related software products (including databases and operating systems) and integration services. We maintain a presence in the hardware market by providing suitable third- party brands as a part of our solutions in large integrated deals. Our range of third-party IT Products is comprised of Enterprise Platforms, Networking Solutions, Software Products, Data Storage, Contact Center Infrastructure, Enterprise Security, IT Optimization Technologies, Video Solutions and End-User Computing solutions. IT Products Customers in the India market, We provide our offerings to enterprises in all major industries, including government, primarily defense, IT and IT-enabled services, telecommunications, manufacturing, utilities, education and financial services sectors. We have a diverse range of customers, none of whom individually account for more than 10% of our overall IT Products segment revenues. IT Products Competition Our competitors in the IT Products market include global system integrators as well as local and niche services providers operating in specific geographies like India. One of the major challenges we encounter is margin pressure due to competitive pricing. Achieving mindshare and market share in a crowded market place requires differentiated strategies on pricing, branding, delivery and products design. In the system integration market, we believe we are favorably positioned based on our brand, quality leadership, expertise in target markets and our ability to create customer loyalty by delivering value to our customers. The following factors differentiate us from our competition: 1. Our decades of experience in serving in the IT business, proven track record of delivery excellence and satisfied customers who recommend our services to other corporations. 2. Our deep understanding of the market especially in the India 3. Our trusted ability to provide impartial advice on selection of products. 4. The Wipro brand that is recognized for serving the Indian market of over seventy years. 5. Our commitment to environmental sustainability as well as deep engagement with communities. 25 Wipro LimitedIndia State Run Enterprise (ISRE) The ISRE segment consists of IT Services offerings to Departments or Ministries of the GoI or the Indian State Governments, as well as to corporate entities where more than 51% of the paid-up capital is held by the GoI or any Indian State Government, either individually or jointly (i.e., a Public Sector Undertaking). In certain cases, corporate entities which are held by the Central / State Government (more than 51%), in turn hold more than 51% stake of paid-up capital in other entities (i.e., a controlling stake), such other entities are also classified as an ISRE. We will be using our strong domain practice in areas like taxation and e-governance, oil and gas and utilities, along with our strong partner system to work with large companies in the government sector. In the BFSI sector, we aim to replicate our successes in areas such as core banking transformation, and consulting. ISRE Customers We have customers across the GoI, Indian State Governments and in industry segments such as BFSI and ENU in the form of corporate entities where more than 51% of the paid-up capital is held by the government. ISRE Competition In the ISRE sector, our competition comes from both local and global IT services companies, including large global consulting firms. For the GoI segment, several small companies have entered the market as disruptors, with most of these small companies focused on penetration strategy. The following factors differentiate us from our competition: highest levels of transparency and propriety. Our Corporate Governance philosophy is put into practice at Wipro through the following four functional layers, namely, Governance by Shareholders Governance by Board of Directors Governance by Sub- Committees of Board of Directors Audit, Risk and Compliance Committee Board Governance, Nomination and Compensation Committee, which also acts as CSR Committee Strategy Committee Administrative, Shareholders and Investors Grievance Committee (Stakeholders Relationship Committee) Governance by Management Process Risk Management Code of Business Conduct Compliance Framework The Ombuds process Governance by Management Process regulatory compliance and adherence Ensuring to standards is of utmost importance to Wipro. Wipro has a compliance framework and the objective of this framework is to deploy appropriate practices and processes to ensure compliance with all applicable laws and regulations, globally and to ensure compliance risks are identified, and adequately mitigated. The Compliance framework includes the Global Statutory Compliance Policy and Certification Process as approved by the Audit Committee and Board of Wipro Limited. Electronic dashboards, self-deceleration checklists on statutory obligations and audits are some of the mechanisms to monitor and manage compliance in Wipro. 1. Our deep technology knowledge and domain expertise specifically in BFSI and ENU Governance by Code of Business Conduct 2. Our strong partnership with key alliance partners including hardware and software partners 3. Prior experience in successfully delivering key marquee projects to ISRE customers Good Governance and Management Practices Corporate governance At Wipro, Corporate Governance is more than just adherence to the statutory and regulatory requirements. It is equally about focusing on voluntary practices that underlie the 26 Wipro has an organization wide Code of Business Conduct which reflects general principles to guide employees in making ethical decisions. The Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. More details are provided in the Corporate Governance report. Risk Management Risk Management at Wipro is an enterprise wide function backed by a qualified team of specialists with deep industry experience who develop frameworks and methodologies for assessing and mitigating risks. Annual Report 2018-19 Risk Management Framework The risk landscape in the current business environment is changing dynamically with the dimensions of Cyber security, Information Security and Business Continuity, Data Privacy and Large Deal Execution figuring prominently in the risk charts of most organizations. To effectively mitigate these risks, we have employed a risk management framework, which helps proactively identify, prioritize and mitigate risks. The framework is based on principles laid out in the four globally recognized standards as below • Orange Book by UK Government • • • Treasury COSO; Enterprise Risk Management- Integrating with Strategy and Performance (2017) by Tread way Commission 31000:2009 Risk AS/NZS and Management – Principles Guidelines by AUS/NZ Standards Board ISO – ISO management – Guidelines 31000:2018, Risk ISO Framework Management Governance Develop & deploy Policy/Framework Oversight Tone @ The Top Standard ERM Framework People, Process, Technology Risk Management Audit Committee of the Board C o n t i n u o u s I m p r o v e Risk Management Team m e n t Risk Ownership Identification Analysis Evaluate Treatment Monitoring Risk Categories Governance Strategic Operational Compliance Reporting Business Units & Functions Major risks Mitigation plan Information Security and Cyber Security breaches that could result in systemic failures, loss, disclosure of confidential information. Intellectual Property violating or misusing our clients’ intellectual property rights or for breaches of third-party intellectual property rights or confidential information in connection with services to our clients. Based on the perceived risks, effective security controls implemented to detect, prevent and remediate threats. Program to continuously monitor the effectiveness of the controls have been implemented to effectively sustain the security controls. Based on the changing threat landscape, focus is on continuous improvement of efficacy of the security controls with adoption of new processes and latest technology solutions. Elaborate program exists and is enhanced on an ongoing basis, to assess and mitigate the risks on account of intellectual property, both Customer and Wipro owned. The program is crucial and assists in identifying, monitoring, governing and creating awareness across the organization. Data Privacy regulations (such as General Data Protection Regulation in Europe) relating to personal information dealt with both by and on behalf of Wipro increases the risk of non-compliance. The Data Privacy program has been augmented keeping into consideration privacy regulatory requirements, with specific emphasis to revalidate all existing frameworks, policies and processes that can be leveraged by respective support function and delivery teams, covering all applicable geographies and areas of operations. covering Compliances Regulatory various federal, state, local and foreign laws relating to various aspects of the business operations are complex and non- compliances can result in substantial fines, sanctions etc. Wipro has implemented the Data process/ Data transfer agreements with customers as well as vendors for flow down DTA/DPA to ensure GDPR governance of personal data. We have also strengthened wipro systems to strengthen personal data governance from controller perspective. Also set- up a process to handle subject access requests related to personal data. Implemented Personal incident management process to ensure speedy governance on personal data related incidents; if any. A program on statutory compliance is in place with the objective to track all applicable regulations, obligation arising out of the same and corresponding action items that requires to be adhered to ensure compliance along with necessary workflows enabled. The program is monitored and regularly reviewed to ensure compliance. 27 Wipro Limited Functional and Operational risks arising out of various operational processes Appropriate risk and control matrices have been designed for all critical business processes and both design and effectiveness is tested under the SOX & Internal Financial Control Programs and theme based assessments. Service Delivery risks relating to complex programs providing end-to-end business solutions for our clients. Work place environment, Safety and Security Business Continuity risks arising out of global disruptions like natural disasters, IT outages, Cyber, pandemic, terror and unrest, power disruptions etc. which will challenge or impact the availability of People and process, Technology and Infrastructure. Geo political risk arising out of entering into contracts in a new country. Risk of Protectionism policies impacting the business Grievance Redressal Risk Management framework has been deployed for large value deals to assess solution fitness, credit risks, financial risks, technology risks among other risk factors. Additionally contract compliance programs are in place with regular reviews, early warning systems as well as customer satisfaction surveys to assess the effectiveness of the service delivery and early detection of any risks arising from the service delivery. Strong Control measures have been put in place to ensure employee health and safety. Awareness is created about various issues and are communicated on regular basis to employees. Wipro maintains Zero Tolerance for violators of code of business conduct. Also employees are provided with an online web portal to log in concerns relating to various subjects including environment and safety in the work place. Effective implementation of Business Continuity Management System (BCMS) and framework aligned to ISO 22301 across global locations, accounts and service functions. The framework will ensure a robust BCM planning to manage any crisis which could disrupt People and process, Technology and Facility level disruption effectively and efficiently. An assessment of doing business in a new country is done in order to analyze the feasibility of doing business based on the country’s economic stability, corruption index, investment opportunities, ease of doing business and physical safety. Appropriate measures are being taken to provide uninterrupted high quality services to the clients at all geographies. Additionally, localization efforts are being prioritized. More than 64% of USA workforce are local. In Latin America almost all our employees are local. Wipro is committed to the highest standards of openness, probity and accountability. Having a robust whistle-blower policy that allows employees and other stakeholder to raise concern in confidence is an essential condition for a transparent and ethical company. This ensures a robust mechanism is in place, which allows employees, non- employees, partners, customers, suppliers and other members of public to voice concern in a responsible and effective manner. Under Ombuds Policy adopted by each of our businesses, all complaints are addressed to Ombuds and investigative findings are reviewed and approved by Chief Ombudsperson who reports into the Compliance Committee. Dedicated email address (ombuds.person@wipro.com) has been created to facilitate receipt of complaints and for ease of reporting. The company has a 24x7 muntilingual hotline where concerns can be communicated through telephone call. All employees and stakeholders can also register their concerns through web-based portal at www.wiproombuds. com. The toll-free numbers provides global languages options. Following an investigation, a decision is made by the appropriate authority on the action to be taken basis the findings of the investigation. In case the complainant is non- responsive for more than 15 days, the concern may be closed without further action. 1,460 complaints were received via the Ombuds process and 1,414 complaints were closed in FY 2019. All cases were investigated and actions taken as deemed appropriate. Based on self- disclosure data, 23.5% of these were reported anonymously. The top categories of complaints were people processes at 38% and workplace concerns and harassment at 22%. The majority of cases (73%) were resolved through engagement of human resources or mediation, or closed since they were unsubstantiated. Wipro has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. The information on number of complaints is provided at page 126 of the report. 28 Annual Report 2018-19Business Model Corporate Governance T N E M N O R I V N E L A N R E T X E S L A T I P A C T U P N I Financial Human Intellectual Social & Relationship Natural Manufactured nt ale T Vision Mission Values Business Transformation I P a n d P l a t f o r m s Trust Strategy Modernization Customer solutions and services E M O C T U O Connected Intelligence Open Innovation Stakeholder Engagement Capitals and Value Creation In this section we cover Wipro’s approach to value creation across the five capitals namely Financial, Human, Intellectual, Social & Relationship and Natural. a. Financial Capital is broadly understood as the pool of funds available to an organization. Financial capital also serves as a medium of exchange that can obtain value through conversion into other forms of capital. b. Human Capital is broadly people’s competencies, capabilities and experience, being continuously innovative and contribute to the organizations shared goals and values. organizational, Intellectual Capital knowledge-based intellectual property, such as patents, copyrights, software, rights and licences and ‘organizational capital’ such as tacit knowledge, systems, procedures and protocols. is intangibles, including broadly c. d. Social & Relationship Capital is broadly the institutions and the relationships within and between communities, groups of stakeholders and other networks, and the ability to share information to enhance individual and collective well-being such as customers, investors and suppliers. e. Natural Capital is broadly all renewable and non- renewable environmental resources and processes that provide goods or services that support the past, current or future prosperity of an organization. It includes air, water, land, minerals, forests, biodiversity and eco- system health. Manufactured Capital is broadly seen as human-created, production-oriented equipment and tools. For the IT services business, these are the fixed assets like buildings, IT hardware and telecommunication equipment. The deployment of the capital is adequately represented in financial capital and through impacts to natural capital. Hence this report does not cover manufactured capital separately. Scope of reporting Natural Capital India: 58 locations (includes 3 data centers) representing 77% of our workforce. 34 of these locations are owned (includes 3 data centers) and the balance 20 are leased. Overseas: 202 office locations. Most locations are leased and used as marketing/liaison offices. Aspect Aspect Boundary Energy India (offices and DC’s) –100% coverage – Actuals Overseas offices – 100% coverage - Estimated Water & Waste India - 98% coverage - Actuals (Estimated for the balance leased spaces) Overseas - Not reported Other capitals Financial, Human, Intellectual and Social & Relationship Capital Linkage to Other Reports Entire organization i.e. Wipro Limited. Business Responsibility Report, Sustainability Report, Carbon Disclosure Project & United Nation Global Compact (UNGC) Communication On Progress (COP). 29 Wipro Limited Financial Capital Consolidated results Revenue1 Cost of revenue Gross profit Selling and marketing expenses General and administrative expenses Other Operating Income Operating Income Finance Expenses Finance and Other Income Income Taxes Profit attributable to equity holders As a Percentage of Revenue Gross Margin2 Selling and marketing expenses General and administrative expenses Operating Margin2 Earnings per share-Basic (`)3 Earnings per share-Diluted (`)3 (Figures in ` million except otherwise stated) FY 2018 546,359 (385,575) 160,784 (42,349) (34,141) - 84,294 (5,830) 23,999 22,390 80,081 29.4% 7.8% 6.2% 15.4% 12.64 12.62 FY 2019 589,060 (413,033) 176,027 (44,510) (35,951) 4,344 99,910 (7,375) 22,923 25,242 90,031 29.7% 7.6% 6.1% 16.8% 14.99 14.95 YoY Change 7.8% 7.1% 9.5% 5.1% 5.3% 100.0% 18.5% 26.5% (4.5%) 12.7% 12.4% 0.2% (0.2%) (0.1%) 1.4% 18.6% 18.5% 1. 2. 3. For segment reporting, we have included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is ` 544,871 million and ` 585,845 million for the years ended March 31, 2018 and 2019 respectively. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Gross margin and operating margin as a percentage of revenue for year ended March 31, 2019 have been calculated by including Other Operating Income with Revenue. Earnings per share for the year ended March 31, 2018, has been proportionately adjusted for the bonus issue in the ratio of 1:3 as approved by the shareholders on February 22, 2019. Revenues: Our revenue increased by 7.8%. The IT Services segment revenue increased by 9.8%. This growth was led by two of our largest industry verticals, BFSI, CBU and was also a result of depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Sterling Pound and Canadian Dollar. The growth in the BFSI and CBU industry verticals was a result of increasing our differentiated offerings across our geographic and digital capabilities. Growth was partially offset by a decline in revenues from the Health BU, due to uncertainties around regulatory changes relating to the Affordable Care Act. Revenue of IT products segment declined by 31.6%. The decrease in IT Products segment revenue was primarily due to our focus on being a system integrator of choice where we provide IT products as a complement to our IT services offerings rather than sell standalone IT products. Revenue of the ISRE segment declined by 20.1%, which was primarily due to completion of large engagements and cost overruns in existing engagements. increase Profitability: In absolute terms, cost of revenues increased in employee by 7.1% primarily because of compensation due to the impact of salary increases, increase in headcount during the year, increase in subcontracting/ technical fees and depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Sterling Pound and Canadian Dollar. This was partially offset by a reduction in the cost of hardware and software and increases in depreciation, amortization and impairment charges, primarily as a result of the sale of our datacenter business, during the fiscal year ended March 31, 2019. As a result of the foregoing factors, our gross profit as a percentage of our total revenue increased by 0.2%. Selling and Marketing expenses: Our selling and marketing expenses as a percentage of total revenue decreased from 7.8% for the year ended March 31, 2018 to 7.6% for the year ended March 31, 2019. In absolute terms, selling and marketing expenses increased by 5.1% primarily because 30 Annual Report 2018-19of salary increases and depreciation of the Indian Rupee including U.S. Dollar, Euro, against foreign currencies United Kingdom Sterling Pound and Canadian Dollar. These increases have been offset by the decrease in travel and marketing and brand building charges in the year ended March 31, 2019 as compared to the year ended March 31, 2018. Finance expenses: Our finance expenses increased from ` 5,830 million for the year ended March 31, 2018 to ` 7,375 million for the year ended March 31, 2019. This increase is primarily due to an increase of ` 2,165 million in interest expense, which was partially offset by a decrease of ` 620 million in exchange loss on foreign currency borrowings and related derivative instruments. General and Administrative expenses: Our general and administrative expenses as a percentage of revenue decreased from 6.2% for the year ended March 31, 2018 to 6.1% for the year ended March 31, 2019. In absolute terms, general and administrative expenses increased by 5.3%, primarily due to charges paid against a one-time settlement of a legal claim against the company included under “Others.” This was offset by a decrease in the lifetime expected credit loss, deferred contract cost and travel. Other Operating income: During the year ended March 31, 2019, we concluded the sale of our hosted datacenter services business, Workday and Cornerstone OnDemand, and reduced our holding in WAISL (formerly known as Wipro Airport IT Services Limited). Net gain from the sale of our hosted datacenter services business, Workday and Cornerstone OnDemand, and reduction in our holdings in WAISL (formerly known as Wipro Airport IT Services Limited), in the total amount of ` 4,344 million, has been recorded as “Other operating income.” As a result of the foregoing factors, our operating income increased by 18.5%, from ` 84,294 million for the year ended March 31, 2018 to ` 99,910 million for the year ended March 31, 2019. As a result of the above, our results from operating activities as a percentage of revenue (operating margin) increased by 1.4% from 15.4% to 16.8%. Performance Highlights – IT Services Finance and Other income: Our finance and other income decreased from ` 23,999 million for the year ended March 31, 2018 to ` 22,923 million for the year ended March 31, 2019. The decrease is due to a reduction in net gains from investments by ` 3,283 million during the year ended March 31, 2019 as compared to the year ended March 31, 2018, resulting from a decrease in the average investments held during the year. Income Taxes: Our income taxes increased by ` 2,852 million from ` 22,390 million for the year ended March 31, 2018 to ` 25,242 million for the year ended March 31, 2019. Please refer to Note 16 of the Notes to Consolidated Financial Statements for further information. Our effective tax rate has narrowly increased from 21.8% for the year ended March 31, 2018 to 21.9% for the year ended March 31, 2019. Profit: Profit attributable to non-controlling interest has increased from ` 3 million for the year ended March 31, 2018 to ` 142 million for the year ended March 31, 2019. As a result of the foregoing factors, our profit attributable to equity holders increased by ` 9,950 million or 12.4%, from ` 80,081 million for the year ended March 31, 2018 to ` 90,031 million for the year ended March 31, 2019. (Figures in ` million except otherwise stated) IT Services Revenue1 Gross Profit Selling and Marketing expenses General and administrative expenses Other Operating Income Operating Income2 As a Percentage of Revenue Gross Margin3 Selling and marketing expenses General and administrative expenses Operating Margin3 FY 2018 517,716 157,999 (41,874) (32,966) - 83,159 30.5% 8.1% 6.4% 16.1% FY 2019 568,253 178,056 (44,207) (35,690) 4,344 102,503 31.1% 7.8% 6.3% 17.9% YoY Change 9.8% 12.7% 5.6% 8.3% 100.0% 23.3% 0.6% (0.3)% (0.1)% 1.8% 1. 2. 3. For the purpose of segment reporting, we have included the impact of exchange rate fluctuations amounting to ` 1,498 million and ` 3,208 million for the years ended March 31, 2018 and 2019 respectively, in revenue. Further, finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconciling items. Includes Other Operating Income, which is being included to present the effect from the sale of hosted data center business, Workday and Cornerstone OnDemand, in the year ended March 31, 2019. Gross margin and operating margin as a percentage of revenue have been calculated by including Other Operating Income with Segment Revenue. 31 Wipro LimitedClient mining – IT Services Customer Size Distribution for IT Services Number of clients in year ended March 31, 2018 2019 > $1M > $3M > $5M > $10M > $20M > $50M > $75M > $100M 595 357 268 171 94 39 20 8 571 339 262 172 96 41 22 10 Revenues: The IT Services segment revenue increased by 9.8%. This growth was led by two of our largest industry verticals, BFSI, CBU, and was also a result of depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Sterling Pound and Canadian Dollar. The growth in the BFSI and CBU industry verticals was a result of increasing our differentiated offerings across our geographic and digital capabilities. Growth was partially offset by a decline in revenues from the Health BU, due to uncertainties around regulatory changes relating to the Affordable Care Act. Profitability: Our gross profit as a percentage of our revenue from our IT Services segment increased by 0.6%, primarily because of increase in employee compensation due to the impact of salary increases, increase in headcount during the year, increase in subcontracting/technical fees and depreciation of the Indian Rupee against foreign currencies including U.S. Dollar, Euro, United Kingdom Sterling Pound and Canadian Dollar. This was partially offset by a reduction in the depreciation, amortization and impairment charges primarily as a result of the sale of our datacenter business during the year ended March 31, 2019. Selling and Marketing expenses: Selling and marketing expenses as a percentage of revenue from our IT Services segment decreased from 8.1% for the year ended March 31, 2018 to 7.8% for the year ended March 31, 2019. In absolute terms, selling and marketing expenses increased by ` 2,333 million primarily on account of salary increases and depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Sterling Pound and Canadian Dollar. These increases have been offset by the decrease in travel and marketing and brand building charges in the year ended March 31, 2019 as compared to the year ended March 31, 2018. General and Administrative expenses: General and administrative expenses as a percentage of revenue from our IT Services segment decreased from 6.4% for the year ended 32 March 31, 2018 to 6.3% for the year ended March 31, 2019. In absolute terms, general and administrative expenses increased by ` 2,724 million, primarily due to charges paid against a one-time settlement of a legal claim against the company. This was offset by a decrease in the lifetime expected credit loss, deferred contract cost and travel. Other Operating Income: During the year ended March 31, 2019, we concluded the sale of our hosted datacenter services business, Workday and Cornerstone OnDemand, and reduced our holding in WAISL (formerly known as Wipro Airport IT Services Limited). Net gain from the sale of our hosted datacenter services business, Workday and Cornerstone OnDemand, and reduction in our holdings in WAISL (formerly known as Wipro Airport IT Services Limited), in the total amount of ` 4,344 million, has been recorded as “other operating income.” Segment Results: As a result of the above, segment results as a percentage of our revenue from our IT Services segment increased by 1.8%, from 16.1% to 17.9%. In absolute terms, the segment results of our IT Services segment increased by 23.3%. Performance against guidance: Historically, we have followed a practice of providing constant currency revenue guidance for our largest business segment, namely, IT Services in dollar terms. The guidance is provided at the release of every quarterly earnings when revenue outlook for the succeeding quarter is shared. The following table presents the performance of IT Services Revenue against outlook previously communicated for the eight quarters of FY 2019 and FY 2018. Our revenue performance in all the quarters of FY 2018 and FY 2019 has been within the guidance range. (Amounts in $ million) Guided Outlook versus Actuals Quarter ending Guidance Achievement in guided currency Reported currency revenue 31st Mar 2019 2,047-2,088 2,067.9 2,075.5 31st Dec 2018 2,028-2,068 2,056.8 2,046.5 31st Sep 2018 2,009-2,049 2,059.9 2,041.2 31st Jun 2018 2,015-2,065 2,064.2 2,026.5 31st Mar 2018 2,033-2,073 2,035.4 2,062.0 31st Dec 2017 2,014-2,054 2,031.2 2,013.0 31st Sep 2017 1,962-2,001 1,976.9 2,013.5 31st Jun 2017 1,915-1,955 1,959.6 1,971.7 Annual Report 2018-19Business Unit Wise Performance Business unit Revenue FY 2018 Revenue FY 2019 Growth YoY% in reported currency Growth YoY% in constant currency Margins FY 2018 Margins FY 2019 (Figures in $ millions except otherwise stated) BFSI CBU COMM ENU HLS MFG TECH Total 2,196 1,187 513 1,034 1,136 702 1,127 7,895 2,503 1,276 466 1,040 1,075 666 1,094 8,120 14.3% 8.4% (9.2%) 1.1% (5.4%) (4.2%) 0.8% 3.8% 16.1% 9.8% (5.4%) 4.0% (4.6%) (2.6%) 1.5% 5.4% 17.0% 16.2% 9.6% 11.9% 13.0% 15.2% 19.9% 16.1% 19.3% 18.8% 13.5% 9.7% 11.5% 17.9% 20.8% 17.9% Geography Wise Performance Geo Americas Europe Revenue FY 2018 4,307 2,061 Revenue FY 2019 4,615 2,069 Rest of the World 1,527 1,436 (Figures in $ millions except otherwise stated) Growth YoY% in reported currency Growth YoY% in constant currency 8.9% 0.4% (6.0%) 9.6% 2.6% (2.2%) 5.4% Total The YoY growth rates have been computed by adjusting revenues for the divestment of our hosted data center services business 8,120 7,895 3.8% Performance Highlights - IT Products 1. Our IT Products segment accounted for 3.3% and 2.1% of our revenue for the years ended March 31, 2018 and 2019, respectively, and 0.4% and (1.0)% of our operating income for each of the years ended March 31, 2018 and 2019, respectively. (Figures in ` million except otherwise stated) IT Products Revenue1 Gross Profit Selling and Marketing expenses General and administrative expenses Operating Income As a Percentage of Revenue: Gross Margin Selling and Marketing expenses General and administrative expenses Operating Margin FY 2018 FY 2019 17,998 12,312 1,483 (248) (873) (255) (168) (624) 362 (1,047) 8.2% (2.1%) 1.4% 4.9% 1.4% 5.1% 2.0% (8.5%) For the purpose of segment reporting, we have included the impact of exchange rate fluctuations amounting to ` (12) million and ` (2) million for the years ended March 31, 2018 and 2019, respectively in revenue. Further, finance income on deferred consideration earned under multi- year payment terms in certain total outsourcing contracts is included in the revenue of the respective segment and is eliminated under reconcil- ing items. Revenues: Our revenue from the IT Products segment decreased by 31.6%. The decline was primarily due to our focus on being a system integrator of choice where we provide IT products as a complement to our IT services offerings rather than sell standalone IT products. Profitability: Our gross profit as a percentage of our IT Products segment revenue decreased by 10.3%, primarily because of cost escalation relating to depreciation of the Indian Rupee against the U.S. Dollar and increase in loss provisions in certain customer contracts. Selling and Marketing Expenses: Selling and marketing expenses as a percentage of revenue from our IT Products segment has remained flat at 1.4%. In absolute terms, selling and marketing expenses decreased by ` 80 million, in line with reduction in revenues. General and Administrative Expenses: General and administrative expenses as a percentage of revenue from our IT Products segment increased from 4.9% for the year ended March 31, 2018 to 5.1% for the year ended March 33 Wipro Limiteddecreased by ` 573 million. This was primarily on account of reduction in lifetime expected credit loss. Segment Results: As a result of the above, in absolute terms, segment results of our ISRE segment recorded a loss of ` 1,829 million for the year ended March 31, 2019 as compared to a profit of ` 454 million for the year ended March 31, 2018. Resource Allocation Strategy Cash generated from operations is our primary source of liquidity. We believe that our cash and cash equivalents along with cash generated from operations will be sufficient to meet our working capital requirements as well as repayment obligations with respect to debt and borrowings. Our choices of sources of funding will be driven with the objective of maintaining an optimal capital structure. We maintain a debt/borrowing level that we have established through consideration of a number of factors including cash flow expectations, cash required for operations and investment plans. We continually monitor our funding requirements, and strategies are executed to maintain sufficient flexibility to access global funding sources, as needed. Please refer to Note 11 of our Notes to the Consolidated Financial Statements for additional details on our borrowings. As of March 31, 2019, we had cash and cash equivalent and short-term investments of ` 379,245 million. Cash and cash equivalent and short-term investments, net of debt, was ` 279,778 million. In addition, we have unutilized credit lines of ` 41,955 million. To utilize these lines of credit, we require the consent of the lender and compliance with certain financial covenants. We have historically financed our working capital and capital expenditures through our operating cash flows and through bank debt, as required. Cash Generated from Operating Activities: Cash generated by operating activities for the year ended March 31, 2019 increased by ` 32,083 million while profit for the year increased by ` 10,089 million during the same period. The increase in cash generated by operating activities is primarily due to decreased working capital requirements. Cash Generated from Investing Activities: Cash generated from investing activities for the year ended March 31, 2019 was ` 50,126 million. We had a net cash inflow of ` 26,103 million from sale of hosted data center business. The cash generated from sale of investments (net of purchases) amounted to ` 24,340 million. We purchased property, plant and equipment amounting to ` 22,781 million which was primarily driven by the growth strategy of the Company. 31, 2019. In absolute terms, general and administrative expenses decreased by ` 249 million primarily on account of decreases in employee compensation and lifetime expected credit loss in our India business. Segment Results: As a result of the above, in absolute terms, segment results of our IT Products segment recorded a loss of ` 1,047 million for the year ended March 31, 2019 as compared to a profit of ` 362 million for the year ended March 31, 2018. Performance Highlights - ISRE Our ISRE segment accounted for 2.0% and 1.5% of our revenue for the years ended March 31, 2018 and 2019, respectively, 0.5% and (1.8)% of our operating income for each of the years ended March 31, 2018 and 2019, respectively. (Figures in ` million except otherwise stated) ISRE Revenue1 Gross Profit Selling and Marketing expenses General and administrative expenses Operating Income As a Percentage of Revenue: Gross Margin Selling and Marketing expenses General and administrative expenses Operating Margin FY 2018 FY 2019 10,694 8,544 1,559 (1,382) (379) (726) (294) (153) 454 (1,829) 14.6% (16.2%) 3.5% 6.8% 3.4% 1.8% 4.2% (21.4%) 1. Finance income on deferred consideration earned under multi-year pay- ment terms in certain total outsourcing contracts is included in the reve- nue of the respective segment and is eliminated under reconciling items. Revenues: Our revenue from the ISRE segment decreased by 20.1%. This was primarily due to scaling down of large engagements and delay in completion of projects. Profitability: Our gross profit as a percentage of our ISRE segment revenue decreased by 30.8%, primarily on account of cost overruns in existing engagements. Selling and Marketing Expenses: Selling and marketing expenses as a percentage of revenue from our ISRE segment remained flat from 3.5% for the year ended March 31, 2018 to 3.4% for the year ended March 31, 2019. In absolute terms, selling and marketing expenses decreased by ` 85 million, which is in line with reduction in revenues. General and Administrative Expenses: General and administrative expenses as a percentage of revenue from our ISRE segment decreased from 6.8% for the year ended March 31, 2018 to 1.8% for the year ended March 31, 2019. In absolute terms, general and administrative expenses 34 Annual Report 2018-19The Company’s cash flow from its operating, investing and financing activities, as reflected in the Consolidated Statement of Cash Flows, is summarized in the table below: ( ` million) Net cash provided by/ (used in) : Operating activities Investing activities Financing activities Net change in cash and cash equivalents Effect of exchange rate changes on cash and cash equivalent Cash and cash equivalent at the end of the period 2018 84,233 35,578 (129,978) (10,167) 375 40,926 2019 YOY change 116,316 50,126 (49,369) 117,073 526 32,083 14,548 80,609 127,240 151 158,525 117,599 Cash used in financing activities: Assessment of Key Risks Cash used in financing activities for the year ended March 31, 2019 was ` 49,369 million as against ` 129,978 million for the year ended March 31, 2018. This is primarily on account of outflow for an equity share buyback amounting to ` 110,312 million in the year ended March, 31 2018 and increased outflow in the year ended March 31, 2019, on account of partial repayment of loans taken for acquisitions. Payment towards the dividend, including dividend distribution tax for the year ended March 31, 2019, amounted to ` 5,434 million. Dividend paid in the year ended March 31, 2019 represent interim (and final) dividend declared for the year ended March 31, 2019 amounting to ` 1 per share. Shareholder Returns We have always strived to enhance shareholder value for our investors. The Company’s policy has been to provide regular, stable and consistent distribution of return. There is no change in our philosophy on shareholder return. Dividend: The cash dividend paid per equity share during the year ended March 31, 2019 was interim dividend of ` 1. The Board recommended the adoption of the interim dividend of ` 1 per equity share as the final dividend for the year ended March 31, 2019. Buyback: On April 16, 2019, our Board of Directors approved a proposal to buyback up to 323,076,923 equity shares of the Company for an aggregate amount not exceeding ` 105,000 million, being 5.35% of total paid-up equity share capital as at March 31, 2019, at a price of ` 325/- (US$ 4.70) per equity share. Subsequently, vide resolution dated June 1, 2019, the shareholders approved the buyback of equity shares through postal ballot/e-voting. Global Economic and Geo Political Risks: We derive approximately 57% of our IT Services revenue from the Americas (including the United States) and 25% of our IT Services revenue from Europe. If the economy in the Americas or Europe continues to be volatile or conditions in the global financial market deteriorate, pricing for our services may become less attractive and our clients located in these geographies may reduce or postpone their technology spending significantly. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability. Our clients are concentrated in certain key industries. Any significant decrease in the growth of any one of these industries, or widespread changes in any such industry, may reduce or alter the demand for our services and adversely affect our revenue and profitability. Taxation Risks: Our profits for the period earned from providing services at client premises outside India are subject to tax in the country where we perform the work. Most of our taxes paid in countries other than India can be applied as a credit against our Indian tax liability to the extent that the same income is subject to taxation in India. Currently, we benefit from certain tax incentives under Indian tax laws. These tax incentives include a tax holiday from payment of Indian corporate income taxes for our businesses operating from specially designated Special Economic Zones (“SEZs”). Changes to these incentives and other exemptions we receive due to government policies can impact our financial performance. Wage Pressure: Our wage costs in emerging markets have historically been significantly lower than wage costs in the developed markets for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in emerging markets may prevent us from sustaining this competitive advantage and may negatively 35 Wipro Limited Interest rate risk: Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. Our investments are primarily in short- term investments, which do not expose it to significant interest rate risk. To manage our net exposure to interest rate risk relating to borrowings, we may enter into interest rate swap agreements, which allows us to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. Certain borrowings are also transacted at fixed interest rates. If interest rates were to increase by 100 bps from March 31, 2019, additional net annual interest expense on our floating rate borrowing would amount to approximately ` 866 million. Credit Risk: Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, we periodically assess the financial reliability of customers, considering the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as of March 31, 2018 and 2019. There is no significant concentration of credit risk. Counterparty Risk: Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities in India which are at least AA rated by Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. Liquidity Risk: Liquidity risk is defined as the risk that we will not be able to settle or meet our obligations on time or at a reasonable price. Our corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2019, our cash and cash equivalents are held with major banks and financial institutions. Our Gross cash and cash equivalent and short-term investments of ` 379,245 million ($ 5.5 billion). Cash and cash equivalent and short-term investments, net of debt, was ` 279,778 million ($ 4.0 billion). affect our profit margins. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees over the long term, wage increases may reduce our profit margins. Inability to provide adequate wage increase may result in attrition and impact competitiveness. General Market Risk: Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all including market risk sensitive financial investments, foreign currency receivables, payables and loans and borrowings. instruments Components of Market Risks Foreign Currency Risk: We operate internationally and a major portion of our business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of our revenue is in United States. Dollars, United Kingdom Pound Sterling, Euros, Australian Dollars and Canadian Dollars while a large portion of our costs are in Indian Rupees. The exchange rates between the rupee and these currencies have fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the Indian Rupee against these currencies can adversely affect our results of operations. We evaluate our exchange rate exposure arising from these transactions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency. We have designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. We have also designated foreign currency borrowings as hedges against respective net investments in foreign operations. As of March 31, 2019, a `1 (Rupees one) increase/decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 2,002 million decrease/increase in the fair value of foreign currency dollar denominated derivative instruments. 36 Annual Report 2018-19Risk Management Procedures We manage market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. Our corporate treasury department recommends risk management objectives and policies, which are approved by senior management and the Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies. Foreign Exchange Risk Management Policy and Results We evaluate our foreign exchange rate exposure arising from operations and enter into foreign currency derivative instruments to mitigate such exposure. We have a consistent hedging policy, designed to minimize the impact of volatility in foreign exchange fluctuations on the earnings and assets & liabilities. rate exposure arising from We evaluate exchange transactions and positions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established risk management policies, including the use of derivatives like foreign exchange forward/option/future contracts to hedge forecasted cash flows denominated in foreign currency. As per the policy, the total hedges shall be 45% to 100% of the next four quarters of inflows in addition to select long term contracts which are beyond one year in tenor. We have designated certain derivative instruments as cash flow hedges to mitigate the impact of foreign exchange exposure on Profit and Loss account and forecasted highly probable cash flows. We have also designated foreign currency borrowings as hedges against respective net investments in foreign operations. Our Hedge Book as on March 31, 2019 stood at $ 2.6 billion dollars. Internal Control Systems and their Adequacy We have presence across multiple countries, and a large number of employees, suppliers and other partners collaborate to provide solutions to our customer needs. Robust internal controls and scalable processes are imperative to manage the global scale of operations. The Management has laid down internal financial controls to be followed by the Company. We have adopted policies and procedures for ensuring the orderly and efficient conduct of the 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. Key Ratios: Particulars FY 2018 FY 2019 YoY Change Revenue in ` million (% terms) IT Services Operating Margin (% terms) Net Income Margin (% terms) Earnings per share in ` (% terms) Price Earning Ratio (times) Return on Networth (% terms) 546,359 589,060 7.8 % F 16.1% 17.9% 1.8% F 14.7% 15.3% 0.6% F 12.64 14.99 18.6% F 16.7 17.0 0.3 F 15.9% 17.0% 1.1% F Current Ratio (times) 2.4 2.7 0.3 F Debtors Turnover (times) Free Cash Flow as % of Net Income (% terms) 5.4 5.8 0.4 F 79.3% 106.0% 26.7% F Debt-equity (times) 0.3 0.2 (0.1) F Interest Coverage Ratio (times) F - Favourable A - Adverse 24.4 17.8 (6.6) A Reasons for significant changes: • Our Free Cashflow is computed as operating cash flows less net capital expenditure in a given year. Our operating cashflows have improved on account of lower DSO. • We realized ` 26,103 million from the sale of our hosted data center services. We have used part of the proceeds to partially repay our long term borrowings in some of our acquisitions. • Our interest expense has increased on account of increase in benchmark interest rates. • Return on Networth is computed as Net Profit by average Networth. The increase in the Net income from ` 80,081 million in FY 2018 to ` 90,031 million in FY 2019 has resulted in improvement of Return on Networth. 37 Wipro Limited Human Capital ess O u tl o o k in s u B Automation, Inorganic Growth, Demand for Skilled Labour Competitive Markets, Crowd Sourcing, Disruptive Technology People Strategy 1Building Capability Reimagined Careers Cultural Transformation Digitalization and Talent Analytics Seamless Employee Experience, Optimal Resources Utilization, Empowerment, Glocalization, Collaboration & Co-creation, Diversity Spirit o f W i p r o Business Results Financial Capital Social & Relationship Capital Natural Capital Intellectual Capital People Results 3Inclusion Engagement Productivity & Retention e c n a i l p People Process m o C l a g e L & e c n a Employee Wellbeing Learning & Development Performance & Talent Management Employee Engagement & Communication 2Hiring & Onboarding Human Ri g h t s G overn Human Capital Value Chain – Working Ethically and Upholding Human Rights Our human capital interventions are driven by the dynamic business landscape we operate in. Today, innovations like artificial intelligence, automation and analytics are disrupting traditional business models, and opening up newer opportunities and revenue streams. Continuous learning is key to staying relevant in any industry and more so in the IT and ITeS sector. Organizations are moving away from being process-centric to becoming experience-centric in order to attract, nurture and retain the best global talent. Our human capital value chain consists of people strategies which are based on the current and future business requirements. Our policies, processes and systems flow from these strategies which encompass our employee lifecycle. The outcomes of these people interventions are reflected through our people result indicators, which directly or indirectly contribute to the intellectual, social, natural and financial capital of Wipro. As part of our governance process, the strategies, processes and results are reviewed periodically by the leadership and course corrections are made when and where necessary. Throughout this value chain, our strategies, processes and policies reflect an unflinching commitment to the Spirit of Wipro values, as well as globally-recognized principles of business responsibility, human rights and corporate governance. People Strategy Our people strategies are geared to create learning opportunities, build careers, and foster an empowering and inclusive culture where our employees find meaning in what they do while they create value for Wipro. 38 Annual Report 2018-19 Culture Transformation Careers Reimagined Building Capability aim to inclusive build We and an work empowering environment focussed on enhancing employee experiences, localization and talent optimization. Our focus is to hire the right individuals, them assimilate quickly, develop leadership and create an internal pipeline and mobility of talent to build a future-ready organization. and Anticipating developing future skills and behavioural competencies is vital long-term to Wipro’s sustainability. We continue to invest in enhancement skill across levels, with a focus on upskilling and building Digital capabilities to drive innovation. Digitization and Talent Analytics are We proactively adopting digital trends and automating our people processes. We use digitalization and talent analytics to enhance employee experiences and drive outcomes business which in result employee delight. People Processes: Key Highlights FY 2019 Hiring and Onboarding including role-mapping and Attracting and recruiting the best-in-class global talent, while ensuring long term people sustainability is a key business objective. We are an equal opportunity employer and focus on meritocracy at all stages of the hiring and deployment process, remuneration. Localization continues to be a strategic focus for our talent agenda and we have made considerable progress in our key markets. We have a robust process to source and select the best talent, both for entry-level roles as well as lateral hires through our website, channel partners, job fairs, campus placements, and internal job postings. Our comprehensive onboarding program aided by best-in-class systems, help assimilate new talent seamlessly within Wipro. The program includes mandatory sessions on the Spirit of Wipro and Prevention of Sexual Harassment at the workplace. In FY 2019, we moved towards digitalizing and exploring new channels for our campus hiring process. For the first time, we conducted a National Level Talent Hunt for engineering graduates in India with over 95,800 applicants. Our recruitment process has become more inclusive with diversity-focused sourcing. As an equal opportunity employer, we do not discriminate on the basis of race, colour, religion, sex, national origin, gender identity, gender expression, sexual orientation, disability status. Our G100 program has successfully brought in diverse talent across the globe who are engaged in impactful work and are groomed for leadership roles of the future. Performance and Talent Management 2016, continues to be a strong platform to encourage candid, constructive and meaningful feedforward discussions between employees and managers. Our performance management system leverages Artificial Intelligence to aid employees and managers in writing effective reviews. For employees working on Agile methodology in certain projects, we have an Agile Performance Management process which incorporates metrics-driven evaluation and feedback on competencies from self, peers and managers in addition to the quarterly feedforward discussions. We have an annual 360-degree feedback survey where employees in middle and senior level roles receive feedback on identified competencies from their teams, peers, internal customers, managers, external customers, among others. The feedback report is app-based and interactive, enabling the creation of appropriate action plans for self- development. At Wipro, succession planning is an annual exercise. Talent is classified in terms of performance and potential, successors are identified for critical roles and development actions are framed. Executive coaching is provided to senior leadership to facilitate their all-round development. Learning and Development We continue to make significant investments in learning and development in line with our business imperatives as well as the evolving expectations of our employees. We have a comprehensive Learning and Development program which caters to the behavioural, technical and leadership needs of our employees. Our curriculum includes classroom courses, on-the-job-training, blended learning, mentoring and gamified modules to suit the diverse needs of the participants. learning, social Our development-focused performance management system is based on the principles of meritocracy, fairness and transparency. Our quarterly review process, introduced in Social/Peer Learning: 55,000+ employees are members of TopGear - social learning and crowdsourcing platform. Through this platform 7,841 real-life project challenges were 39 Wipro Limited completed by these employees in FY 2019. We have created over 250 learning videos which are accessible on mobile. We have also enabled learning through social learning platforms like MS Teams and Yammer, and revamped our Learning Management System, focusing on hands-on training and assessments. Digital Upskilling: We have enabled over 133,000 employees in foundational, intermediate and advanced digital skills as of FY 2019. We are enabling the delivery leadership through a program called ADAPT, where our Delivery Managers and Delivery Heads are covered to understand nuances of managing digital projects. Building Capability: We have engaged more than 7,600 senior and middle level managers effectively in workshops such as Global Executive Leadership Program, Global Business Leaders Program, ADROIT, EMPOWER, Design Thinking, Win More: Account Mining for Growth, among others. We have sustained interventions like LeadNxt, Global 100, India 200, PRiSM, Your Career Your Choice, Women in Leadership and Leading Global Teams to manage key aspects such as customer focus, leadership development, diversity and inclusion. Over 50,000 employees across various levels were trained in behavioural skills including communication, customer service, and more to ensure faster assimilation in the organization. Mentoring Networks: We have launched Mentoring Networks, a platform where employees can find, connect and sustain meaningful mentoring relationships. Building Foundational Talent: We ensure campus recruits learn behavioral skills through a mandatory three-day impart communication skills program, EMERGE. We and customer orientation to employees through such interventions. Employee Well-being Our employee wellness programs encompass the three areas of employee well-being, namely physical, emotional and financial well-being. Physical Well-being Risk Assessment: Wipro has established, implemented and maintained a Risk Assessment procedure for ongoing hazard identification, risk assessment and determination of necessary controls, considering all the requirements of the OHSAS 18001:2007 Standard. We conduct periodic as well as annual assessments of our campuses/offices, employees, stakeholders and service providers as a part of this process. Environment, Occupational Health & Safety management systems in our campuses conform to international standards such as 14001/OHSAS 18001 and are certified by accredited third party agencies. Besides internal and other third-party audits, EHS experts assess every unit at periodic intervals not exceeding six months, to ensure compliance to statutory norms and EHS requirements. Safety and security: Wipro has voluntarily committed to providing best-in-class ‘duty of care’ support to our global and diverse workforce of over 170,000 employees and 100,000 unique business travellers spanning over 230 cities worldwide. Wipro has a dedicated Global Security Command Centre, run by the Global Security Group, to mitigate risks and ensure safety for a globally mobile workforce. The Foresight & Analysis (F&A) Division proactively and continually assesses global developments to provide business with various risk briefs and forecasts, and carries out country risk assessments to provide insight to business teams on the operating environment, before they even enter a market. We have well-defined policies and standard operating procedures to ensure the safety of women employees inside and outside the campus. These include Safety Awareness Programs, Global 24x7 Security Command Centre, cab pick- up/ drop facility with escort, mobile apps to confirm “Safe Reach”, among others. raise awareness, Sensitization: We have institutionalized various channels that foster dialogue and provide opportunities for employees to give feedback. Over the years, our engagement programs have evolved to cater to our diverse workforce. Participation in committees: All our facilities have safety committees which meet quarterly and participate in risk assessments, safety inspections, incident investigations and hygiene audits. 3500+ permanent and contract employees participated in committees on safety, food, transport, etc. across India, to represent the interests of the workforce. Coverage of Training: All employees and contractors working for Wipro undergo the necessary Health, Safety & Environment (HSE) training to ensure they meet with the standard of competence required by law in performing their duties. Health: All our campuses meet Indian/International standards on hygiene, lighting, ventilation and effective controls on noise and dust. Wipro has 24 Occupational Health Centers with adequate medical staff to monitor occupational health and provide immediate relief, when required. Wellness events are conducted to raise awareness on fitness and health among our workforce. Cafeteria: A Food Safety Standards Authority of India (FSSAI) license is mandatory for vendors operating within Wipro- owned locations in India. Regular inspections and audits are conducted by internal and external teams to ensure compliance. FitforLife: Our physical wellbeing program that encourages employees to remain fit and lead a healthy lifestyle. We have a special Wellness Corner mobile app and a web portal that 40 Annual Report 2018-19provides employees access to health trackers and a host of other online services to enhance their physical wellbeing. Emotional Wellbeing Given our hectic lifestyles, employees sometimes need additional help and guidance for their emotional wellbeing. Mitr is our employee counselling and support forum in India. It enables employees to reach out to counsellors 24x7 in-person and/or on phone to seek assistance for issues pertaining to personal or professional life. In geographies outside India, we have employee counselling services provided as a part of Employee Assistance Programs. Financial Wellbeing We continually strive to provide our full-time and part-time employees with compensation packages commensurate with their skills and experience and in accordance with laws of the land. Our benefits program follows an integrated approach and provides a range of options for better financial and social security, including efficient tax-management options, life and accident insurance, medical packages and assistance in managing financial issues. For employees in India, we have MoneyWise, a financial wellbeing program which helps them in better financial planning, tax savings as well as contingency planning. We started providing long-term incentives by granting restricted stock units (RSUs) in 2004 towards long-term retention of key talent. We continue to drive a high-performance culture through our variable pay programs. Our management compensation is now more closely aligned with organizational objectives and commitments, and rewards higher performance, significantly. Employee Engagement and Communication To facilitate open channels of feedback and communication within the organization, we have instituted town halls, Yammer blogs and employee connect sessions with senior leadership as well as the human resources teams. Wipro OnAir – Our global podcast series is the exclusive window into Wipro’s culture and people. Since its launch in 2017, it has received over 600,000 hits over 50 podcasts. The Wipro OnAir group on Yammer is one of the most engaged groups with over 21,000 members. Yammer – Our enterprise social platform launched in 2014 has over 106000 users who have shared over 2.3 million messages and formed over 11,000 groups. It is currently the largest social engagement tool at Wipro. Microsoft Teams – MS Teams is used widely to set up meetings, chats, share data and collaborate across geographies and time zones. The platform has over 47,000 monthly active users with over 3 million conversations per month. Employee Perception Survey and Employee Insights – EPS is the formal mechanism to capture employee feedback, annually. EPS Pulse 2018-19 results have already been analysed and action areas based on employee feedback are being finalized for the coming year. Based on feedback, we have simplified several of our systems and processes including revamping our Employee Helpdesk, introduced policies that allow greater flexibility at work (the Work from Home policy was introduced in FY 2019), and made trainings and job rotations more flexible. Supplementing the annual EPS, we have also introduced Employee Insights, a platform to seek real-time, continuous and targeted feedback from employees, besides communicating actions taken on feedback. This is done through a combination of pop-polls and enterprise level surveys with built-in analytics. Inclusion and Diversity (I&D) – Today, the scope of our I&D charter encompasses gender, persons with disabilities, nationalities, underprivileged communities, suppliers, and more recently, LGBT groups. We encourage plurality of ideas and focus on elimination of unconscious bias to foster an inclusive workplace. Our CEO is the Executive Sponsor of our I&D Council. Further, I&D is a key agenda item for our Board reviews. Some of Wipro’s key diversity initiatives include: • Focus on returning mothers: We have in-house Day Care Centers in eight locations and 11 tie-ups covering 98% of our India employee population. In-house day care centres enrol children from 6 months to 6 years. The food prepared in the centres is in line with recommendations from nutritionists. A basic study curriculum is a part of the package. Parent Teacher Meetings (PTMs) are conducted on a monthly basis and milestones of kids shared with every parent. Core Committees have been formed across locations which include members from facilities, security, HR teams and parents to conduct internal audits, complementing external ones. Day care center 41 Wipro LimitedWe have created a WoW (Women of Wipro) Mom program which aims to support employees returning from maternity break as they transition back to work. HR representatives connect with the employees to provide them with any support or information that they might need. Further, we have curated a WoW Mom handbook for employees in India that gives an overview of relevant policies and processes which (to-be) mothers at Wipro usually look for. • Inclusivity trainings: We continue to nurture a more inclusive work environment by conducting sensitization programs on breaking unconscious bias, working with a culturally diverse workforce and creating focused development programs for women employees. Over 7,000 employees have been covered through the cross- cultural sensitization and women’s training programs. Over 9000 employees have undertaken the Unconscious Bias module since its launch in Q3’FY19. Over 625 Wiproites have been sensitized on disability. 1,600+ Wiproites across the globe pledged their support for inclusivity by participating in an Inclusive Walkathon and other allied activities. 112,000 employees have completed the PSH online assessment. At Wipro, we believe in the power of conversations and role models- this is enabled through our mentoring programs, I&D speaker series/panel discussions/Women in Business customer sessions (LGBT) community. These include, revising our Code of Business Conduct, Supplier Code of Conduct and Equal Opportunity Policy to include protection against discrimination based on gender identity and gender expression. We modified our resume application system to include gender neutral language. We launched Wipro Pride – an employee resource group for LGBT and ally employees. We have also created gender-neutral restrooms in Wipro offices. Employees can self-identify as LGBT in our internal HR systems. We supported Business Roundtable’s endorsement of the US Equality Act, a federal standard that provides non-discrimination protections based on sexual orientation and gender identity for employment, public spaces, education, services, federal programs, and housing. Wipro has received a score of 95 out of 100 on the 2019 Corporate Equality Index (CEI). It is the premier benchmarking survey and report on US corporate policies and practices relating to LGBT workplace equality, administered by the Human Rights Campaign. Wipro’s score reflects its commitment to LGBT workplace equality, with regard to tangible policies, benefits, and practices. • Thought Leadership & Advocacy: Wipro has participated in various eminent forums through the year, including a senior business leader participation at the United Nations Global Compact & Male champions CEO Roundtable in New York. Freedom of Association – We respect the right of employees to free association without fear of reprisal, discrimination, intimidation or harassment. Our employees are represented by formal employee representative groups in certain geographies including Continental Europe and Latin America which constitute about 3.4% of our workforce with a further 2.5% under collective bargaining agreements. Our HR representatives meet these groups periodically to inform and consult on any change that can impact their terms and conditions / work environment. Wiproites participating in an inclusive Walkathon Human Rights & Values at Wipro Human Rights related Polices and Commitment Accessibility for Persons with Disabilities: 90% of our user-facing internal applications, 95% of our external career site, 90% of the mandatory e-learning modules and 20% of the intranet mobile applications have been made accessible for our employees with sensory disabilities. 100+ engineers and training content developers have been coached on Web Content Accessibility Guidelines and Web Accessibility Initiative – Accessible Rich Internet Applications (WAI-ARIA). • LGBT Workplace equality: In FY 2019, we undertook many initiatives to make our workplace more inclusive towards the lesbian, gay, bisexual and transgender Commitment to Human Rights: Wipro is committed to protecting and respecting Human Rights and remedying rights violations in case they are identified. Providing equal employment opportunity, ensuring distributive, procedural and interactional fairness, creating a harassment-free, safe environment and respecting fundamental rights are some of the ways in which we do so. Our Code of Business Conduct (COBC) and Human Rights Policy are aligned to globally accepted standards and frameworks like the U.N. Global Compact, U.N. Universal Declaration of Human Rights and International Labour Organization’s Declaration on Fundamental • • 42 Annual Report 2018-19People Results Leaders who significantly influence human capital strategies of the organization are measured on the performance of key indicators in this area. The indicators provide insights into the effectiveness of human capital strategies and are reviewed regularly both at organizational and individual business unit levels. The key targets are: • • Attrition – low to mid double digits with focus on retaining top talent Employee Perception Survey (EPS) Score – Show measurable progress on engagement levels (Top scores) over the past two years Productivity & Retention • Gross Utilization has gone up to 74.4% (increased by 2.2%) • Net Utilization has gone up to 84.8%, excluding Trainees • (increased by 2.3%) Voluntary attrition termination) - 17.6% (increased by 0.8%) (includes employee initiated Engagement – EPS Pulse 2018-19 • • 75% overall engagement score (up 1.4% from EPS 2017) Increase in scores across all parameters/drivers of Engagement from EPS 2017 • Managerial Effectiveness and Team & Collaboration – highest-rated drivers of engagement. Career and Work- Life balance are areas which need more focus Engagement scores for Males is at 74.1% (up 1.6% from EPS 2017) while for Females is at 76.7% (up 0.9% from EPS 2017). For all the questions in the EPS, Female scores are higher than the Male scores • Inclusion • • • • • 35.2% Overall Gender Diversity (0.2% higher YoY) 16.9% women in management (in junior, middle and senior management) positions 125 nationalities Localization : USA - 64.0%, UK - 30.9%, Australia 31.2% 545 employees with disabilities employed (with 15 disability types) Principles and Rights at Work (ILO Declaration). They cover all employees, suppliers, clients, communities and countries across geographies where we do business. Wipro is also one of the founding members of CII’s Business for Human Rights Initiative. • Identification Process: We have established Risk committees/processes the Ombuds process, like Prevention of Sexual Harassment Committee, EPS, Audit/Risk & Compliance committees, EHS and an Inclusion & Diversity Council to review progress and formulate strategies to address issues pertaining to compliance, safety and a harassment-free workplace. We keep our employees informed about these processes regularly through trainings, mailers and internal social media platforms. We have also started a process of Human Rights Audit in association with the industry body, Confederation of Indian Industries (CII). The study is designed to identify any risk of Human Rights violations or gaps in any of our own operations or in the extended supply chain. • Identified Risks: Through various audits and feedback we have identified the following as potential risks to Human Rights: » » Benefits and engagement of extended/contract workforce Unconscious bias at the workplace. • Mitigation Policies/Processes: We have created specific interventions to tackle these issues: » » Contract Employee Engagement: We engage contract employees for infrastructure support at our offices in India. The duration of engagement varies depending upon the project and role. We have created eLearning modules on COBC, Prevention of Sexual Harassment (POSH) and data privacy for them. Chatbots have been introduced to clarify any doubts that employees may have on policies and guidelines. We also proactively conduct open houses for our contract employees across India where we address their concerns /queries, take feedback and provide them career guidance. Specific concerns on delayed claims, role change and location change, among others are actively addressed. Sensitization on Unconscious Bias: As mentioned above, under the umbrella of our #BreaktheBias campaign, we have monthly leadership blogs, mailers and a mandatory e-learning module which raise awareness among employees on how they can eliminate biases at the workplace. Around 9000 employees have been trained till date on the e-module since Q3 FY 2019. The campaign also includes scenario based quiz questions with focus on various aspects of inclusion 43 Wipro LimitedRelationship to Other Capitals Social & Relationship Capital • Customer NPS Improvement 511 basis point increase • No. of Wipro Care Volunteers 12,500 and contributing 33,000 hours • No. of employee contributions on social causes is more than 30,000 Financial Capital • • Revenue share of Digital business reached 35% in Q4’19 5.4% Revenue increase from FY 2018 in constant currency terms HUMAN CAPITAL Intellectual Capital Natural Capital • 305 patents filled in year • No. of patents granted (till date) 558 • No. of people trained in Digital > 133,000 • • 74,000 employees registered for carpooling in India 5 global UN environment day cerebrated across locations 44 Annual Report 2018-19Intellectual Capital Intellectual Capital is core to Wipro’s Strategy for creating value for the customers and for driving sustained growth, differentiation, non-linearity and profitability for Wipro - by building scalable domain and technology IPs for high opportunity areas leveraging partners, Academia and the start-ups ecosystem and delivered in aaS construct. Wipro has launched an idea hunting program called “The Great Blue Heron” (The bird – Great Blue Heron is a great fisher and fishing is used as a metaphor for idea hunting) for capturing High potential Opportunities and problem patterns across Customers, Domains and Technologies. This program has been supplying a validated pipe of potential ideas for developing commercially viable IPs. The commercially viable and market validated ideas are funded through the Horizon program (popularly called H2H3). This platform is designed to identify & incubate disruptive ideas, helping drive significant growth & differentiation for Wipro from a 2-3 year horizon standpoint. During FY 2019 we incubated 16 themes (7 newly approved) around Autonomous vehicle, Digital Twins, Digital, Open Banking, Analytics, Cloud security, Additive manufacturing, SDx, industry solutions for Insurance & Banking. We are also focused on continued investments for enhancing some of our existing and proven products and platforms like Promax, Netoxygen, Medicare, HOLMESTM, Topcoder, Base))), Virtuadesk etc. IP Assets: Wipro has a rich portfolio of 60+ commercial- grade licensable Products, Platforms and Frameworks and have been actively investing in strengthening, enhancing and refreshing the portfolio. Here are some examples: Wipro IMAGINE has near-human ability of having intuitive multi-modal interactions, thereby providing personalized experiences accurately and efficiently across different senses: voice, vision, haptics, smell and taste. It has the potential to transform customer experience through nascent channels of interaction such as augmented reality, virtual reality and mixed reality experiences provided on head- mounted devices. There have been customer engagements on Wipro IMAGINE, such as Digital Advisor Solution for Field & Service personas, Immersive Visualization solution for Product exploration and Facility / Plant Walk-throughs, Digital Trainer Solution for Technician. Another example is Wipro AutoInsights - A connected car platform using telematics devices to continuously read data from connected cars and uses sophisticated analytics to offer a wide range of benefits to car owners, OEMs, insurers and the ecosystem players. The transformational usecases are Loss Prevention, Safety & Wellbeing, Incentives and offers, Ecosystem Value. Wipro has also been investing in building IP capabilities is towards Autonomous Vehicle with intent to position Wipro as a Software defined System Integrator for implementing various levels of autonomy in autonomous vehicle and a niche provider of best in class IP that solves unique challenges for autonomous driving. Cargo Digital Transformation is another example of Domain specific area of investment for Wipro with focused IP around Cargo Reservation Operations Accounting and Management Information System (CROAMIS). Wipro has been investing in building IP capabilities across the entire spectrum of AI and Automation spanning, RPA to Cognitive and Deep Learning. Wipro drives a persona-first AI approach through Wipro HOLMESTM wherein each persona (COO, CFO, CPO etc.) has a wide portfolio of Automation/AI use cases. Co-Innovation and Open Innovation: We actively co- innovate with alliances and customers on emerging themes, enabling new customer experiences. Our Open Innovation programs leverage the innovation ecosystem by working closely with our partner/startups ecosystem, academia and expert networks to jointly provide latest innovations to our customers. In FY 2019 we have identified key innovative startups that usefully differentiate our solutions and have been successful in building traction for joint engagements. We continue to be part of various industry and startup forums including the NASSCOM Industry Partner Program, which connect promising startups with us. We also work with and maintain our relationships with accelerators and other investors and influencers in the startup ecosystem. We continue to work with a variety of open innovation intermediaries to leverage expert networks across the world to complement our specialists on niche projects such as rapid development of mobile applications, AR based immersive experience on applications, revolutionizing employee based retention through Intelligent chatbot, streamline IT operations with AI, automating drafting and executing of legal contracts and much more. Innovation Centres: Our innovation incubation centres, the Technovation Center at Bengaluru and the Silicon Valley Innovation Centre in Mountain View California, continues to drive technology-led innovation to visualize the “art of the possible” in emerging business environments for our customers globally. These Centers brings together an innovation ecosystem, a set of best practices, IP and research and development resources to help our clients develop successful initiatives Wipro also has 19 Digital Pods across the globe. A Digital is a workspace to foster collaboration within a Pod multidisciplinary agile team. Each team of 8-10 persons is known as a “Digital Cell”. These cells work with the necessary autonomy to facilitate speed, continually validating progress with user research and technical performance data. The 45 Wipro LimitedOur joint research collaboration with Tel Aviv University where Wipro and TAU are working on core and applied research in image and text analytics using deep learning and sparse representation models and techniques, transfer domain and incremental learning problems has resulted in some key advances, and our research collaborations with the Indian Institute of Science on technologies for autonomous vehicles is also on track. In addition, we have entered into research collaborations with IISc on technologies for autonomous vehicles. Further we continue to actively scout for academia research programs from institutions across the world, where we can establish mutually beneficial research collaborations. Wipro has also worked with IIT Kharagpur to discover an alternate way to secure the IoT devices which is lightweight and doesn’t require computational & battery power. This is achieved by building Physically Unclonable Function (PUF) based authentication and key exchange protocol for IoT devices. The drawbacks associated with the traditional authentication protocols for IoT devices is minimized by eliminating password dependency and binding access requests to originating device. Crowdsourcing: We have continued our investments in TopGear, the social learning and crowdsourcing platform focusing on workforce transformation in ‘Digital’ and “in- demand” skills. Patent Filings: Our R&D work has contributed to some in key significant patent applications during the FY technology domains. As has been reported earlier we have been investing in building a focused patent portfolio that protects critical Wipro IP. As of FY 2019, we have a total of 2,236 patents filed in various Patent Jurisdictions across the world, of which 558 have been granted. Recognition of our work in IP creation has come in the form of the prestigious Enterprise Trophy presented to us by the World Intellectual Property Organization, as well as the National IP Award from the Government of India. Highlights for the year • In the year ended March 31, 2019, Wipro filed 305 patents and currently has approximately 558 registered patents and 1,678 patent applications pending registrations in various jurisdictions across the world. • Wipro won the “Asia IP Elite” award from the Intellectual Asset Management publication for the sixth consecutive year for best IP Practices cells also follow Wipro’s No-Shore ways when working with similar cells distributed across the globe. Leveraging the best in class processes, teaming norms and technology enablers like the Digital Rig etc, the cells work as a single networked entity delivering business value faster to the consumers. Research Areas and Solutions in Advanced Tech. Areas: Wipro’s Research and Development initiatives continue to focus on strengthening and extending our capabilities across multiple new and emerging technology areas, intersection of these technologies and potential business use cases applying these technologies. We are investing extensively in developing solutions and services in a host of advanced technology areas (e.g. ADAS/autonomous vehicles, commercial wearables, machine vision, human machine interfaces, smart assistants, natural language processing and understanding, Blockchain tech, quantum computing, smart machines, among others). We continue to invest in working on new ways of software development and deployment for edge-based IoT and always-on architectures. We are actively building solutions in collaborative robotics, drones for industrial and warehouse applications. Our objective is to build AI based software platforms that consists of cognition and decision systems so that we could deploy the solutions at scale with the customers. We are currently building software platforms for automations of machine tending, intelligent material handling & transport. This uses the Computer Vision Platform that which provides actionable insights to improve compliance, quality and productivity using image and video analytics. We have built partnerships with Robot & accessory vendors to become single point solution provider for our customers. Some of the use cases we have built that are showcased in our innovation centres are shopper robot, vision assisted machine tending operation, inventory & inspection, segregation of hazardous materials, game playing robot. We are building a solution for warehouse inspection using drones. Drones fly periodically and help in the accurate identification of materials across the warehouse at any point in time. We are also collaborating with agricultural university, start- ups and research institutions to develop early detection of pest infestation in crops with the use of these APIs. We have reached a reasonable accuracy in detection and are working with one of the processing industries to deploy the same. Academia: This year we signed an agreement with Swinburne University, Melbourne, Australia to create a Wipro Chair in the University, to lead critical joint AI technology research. We continue to actively scout for academia research programs from institutions across the world, where we can establish mutually beneficial research collaborations. 46 Annual Report 2018-19Social & Relationship Capital Standard Board (SASB) standard for software and IT services also lists these as being material to the sector. Organizations earn and maintain their societal license to operate by adopting a boundary-less perspective and co- creates social value through positive outcomes along with its customers, business partners, vendors, employees, investors, communities and civil society. To this we also add another key stakeholder– future generations, helping bring a perspective from the unrepresented future, but that is core to creating a sustainable society. We talk about each of these stakeholders in brief below. Customers Wipro believes in creating value for the customer over and above our contractual obligation. Our approach is based on our vision of delivering value to our customer businesses based on a solid relationship of trust, collaboration and competence. We ensure this by providing solutions that integrate deep industry insights, leading technologies and best in class delivery processes. Artificial intelligence is emerging as a defining technology, empowering organizations to make rapid and informed its promise, decisions. However, for AI to deliver on predictability, transparency and trust are critical. Our solution capabilities enable responsible AI through our platform (Wipro HOLMESTM) and the ETHICA (Explainability, Transparency, Human-first, Interpretability, Common sense, and Auditability) framework. Engagement is critical to meet and understand the expectations of customers. The key to customer retention is building deep relationships. IT industry, a major driver of efficiency and productivity improvements for most businesses, is undergoing tremendous change in the face of disruptive technologies. The Business Strategy section outlines the drivers and how it informs our business model, offerings and customer engagement approach. The Voice of the Customer is heard at various levels i.e., at project level, program level, account level and through direct feedback, informal meetings, governance meetings and senior management interaction with the client. The processes include Program CSAT, Quarterly Pulse Surveys and the Annual CSAT conducted through third party surveys. These are conducted formally and at appropriate intervals to capture customer feedback on Wipro. During the reporting year, there has been a 511 basis point increase in customer Net Promoter Score from previous year. From a sustainability perspective, the most material issues for our customers include Data privacy, IT Security and compliance on sustainability related aspects. The World Economic Forum Global Risks Report 2019 lists large-scale IT security issues and data fraud/thefts among the top 10 in terms of likelihood and impact. The Sustainability Accounting IT Security: Wipro’s IT infrastructure is certified under the ISO 27001 standard which provides assurance in the areas of information security, physical security and business continuity. We benchmark our processes to meet the EU’s General Data Protection Regulation (GDPR) and SOX IT compliance requirements. We closely monitor IT infrastructure availability incidents based on severity, outage duration and users impacted. Most of the incidents are related to telecommunications and network links. We have maintained SLA with vendors on IT and telecom infrastructure availability close to 99.99% in the reporting year. Data Privacy: Being a B2B business, Wipro does not collect, store or monetize information pertaining to our customer’s attributes or actions, including but not limited to, records of communications, content of communications, demographic data, behavioral data, location data, or any other personally identifiable information. Therefore, our company does not receive requests for customer information from government or law enforcement agencies. Wipro does not store any customer proprietary data in its systems and networks. In rare circumstances where, as part of project requirement, it is needed to view customer data, it is accessed remotely with the data being stored and hosted on the customer’s systems. This helps in meeting data privacy compliance requirements from a contractual & operational perspective since it is Wipro’s customers that are in control of their own data, even while outsourcing project work to Wipro. Wipro signs Master Services Agreements with its customers that have clauses covering confidentiality of the customer’s information. Wherever applicable, Wipro also executes Business Associate Agreements with its customers who are governed by sectoral privacy regulations such as HIPAA (Health Insurance Portability and Accountability Act) of 1996. As a matter of due process, a customer is notified in the event of any breach of data privacy as per notification procedure agreed in the contract. We have a Data Protection and Privacy policy based on globally accepted data protection principles applicable to the entire organization. The privacy policies and procedures are reviewed internally and audited on compliance. There is continuous monitoring of any privacy incident or deviations to the policy. Appropriate disciplinary actions are taken in the event of any breach. In April 2019, we became aware that our system was subject to a cyber attack by a coordinated and advanced phishing campaign, which was reportedly directed against several major companies, including Wipro. Upon learning of this incident, we collaborated with forensic firms to investigate and have worked closely with our anti-virus provider and our information security team to counter the threat found in our system and implemented a series of additional precautionary 47 Wipro Limitedand containment measures across our systems. Our investigation into this incident remains ongoing and will be concluded shortly. Sustainability: Apart from technology driven value creation, our global customers also expect transparency and compliance on different sustainability aspects within our operations and in our extended value chain – Human Rights, Labour Practices and Diversity being key dimensions among them. Many customers require acceptance and alignment with their supplier code of conduct and/or global frameworks. We have +150 of our customers who are part of independent raters like Ecovadis, Verego and industry led consortiums like the JAC (Joint Audit Consortium), Pharmaceutical Supply Chain Initiative (PSCI) and Quest Forum (Focusing on Quality and Sustainability in ICT community). We also respond to CDP supply chain with information on our GHG emissions attributable to the work we do for specific customers and as a corollary, on collaboration opportunities with those customers on GHG mitigation. sustainability has increasingly become central. Our engagement approach is multi-pronged with the focus on improving the capabilities of suppliers in managing their sustainability performance. Manpower service providers in civil, operations and support services is a category identified as being significant in terms of social impacts. Similarly, suppliers who provide utility products and services (electricity, water, waste management) and ICT equipment have large environmental footprints and are therefore material to our strategy to reduce our environmental impact. A significant feature of our engagement is how we align our community or CSR (Corporate Social Responsibility) programs with supplier engagement wherever it is possible. This can address some of the fundamental issues at hand– our bridge program in education for children of migrant laborers for our new infrastructure projects, urban water programs in cities where we operate and access to social benefits for city municipal solid waste workers are some examples. Suppliers Managing and mitigating the environmental and social impacts of one’s supply chain are interlinked to effective economic outcomes over the long term – they can help businesses avoid disruptions, meet evolving customer requirements, foster innovation and protect the company’s reputation and brand value. It can also help further the business imperatives of efficiency, cost effectiveness and resilience in the supply chain. The supplier ecosystem of Wipro can be broadly categorized into two heads - contract employees involved in core delivery of IT Services and Solutions (refer the Human Capital section); and ‘product or services supply chain’ or ‘secondary supply chain’ which comprises suppliers who provide materials, equipment and end-products, business support services and facility management services for our operations. Our Code of Business Conduct (COBC) and the Spirit of Wipro values provide the ethical guidelines and expectations for conducting business and for directing Wipro’s relationship with its suppliers. The code is applicable to all suppliers, agents, service providers, channel partners, dealers and distributors. In addition to the COBC, the Supplier Code of Conduct (SCOC) of Wipro further strengthens and augments the COBC with respect to environmental and social aspects (including key aspects of human rights) of business practices and sets clear expectations from our supply chain. All decisions related to procurement are governed by our procurement policy which addresses social and environmental aspects like green procurement, supplier diversity, equal opportunity in sourcing and accessibility of goods and services for people with disabilities. Our Supply Chain engagement has been a journey where 48 Inform Communicate intent and requirements to our suppliers Collaborate Educate our suppliers on environmental, social and governance best practices to be incorporated in their business ENGAGE Understand Context and current compliance of our suppliers and developing policies and processes audits and assessments of suppliers Assess Audits and assessments of suppliers Supplier Diversity: Wipro is an Equal Opportunity employer and strongly advocates the same through its supply chain by encouraging supplier diversity. Qualified enterprises owned by persons with disability, women or member of minority communities are proactively identified and engaged with. We are restructuring our vendor empanelment process to help strengthen our supplier diversity process. Summary of supplier sustainability engagements: a. The second phase of Vendor Compliance Management Audit covering FY 2017 and FY 2018 concluded in June 2018. Employee Benefits provided and Women’s Safety at workplace were identified as key issues for workers in Annual Report 2018-19supply chain. A total of 330 vendors were covered within its scope. b. Based on Trucost’s natural capital valuation, high carbon/water/waste footprint suppliers are identified in supply chain. c. Identifying High Risks Vendors: It is compulsory for all our vendors to submit a signed copy of Wipro Supplier Code of Conduct (SCOC). High Risk Vendors (HRV) identified based on geography, nature of service and other criteria go through additional checks and balances during processing for key words like government payments, miscellaneous expenses, bribe, commission, facilitation fee, gift, reward, out of pocket expense, etc. All HRV vendors are required to submit an anti-bribery anti- corruption questionnaire. We also have requirements of stricter negotiating threshold, clear break up of costs and multiple quote regardless of the value. d. Supplier Diversity Program for facilities management services at our campuses – A sensitization program was conducted and expectations have been conveyed formally through our contracting process. The gender diversity ratio for supplier staff deployed at our facilities is 25.6%. e. Green initiatives in ICT Hardware: » » » from Green Electronic Council Green Procurement: Wipro adopted the EPEAT standard in 2016 for its IT hardware procurement – across categories such as laptops, desktops, printers, mobiles and servers. In 2018, we purchased more than 6,344 EPEAT Gold and over 140 EPEAT Silver and Bronze category products across desktops, laptops, displays, imaging equipment and mobiles. In tangible terms, our procurement of EPEAT certified hardware translates into a saving of 2.6 million KwW of energy, reduction of 598 tons eq. Enhancing Virtualization Platform: Till date we have migrated 6300 users from traditional physical desktop to Virtual Desktop Infrastructure (VDI). This has in energy consumption, easier operations and cost saving. led to reduction Asset re-utilization: Through proactive maintenance and upgrades, we have been able to reutilize 16% of the assets post their scheduled end of life. » Managed Print Services: This outcome-based model, where Wipro’s printing services are managed through an independent third party helps generate higher operational efficiency through better controls and analytics as well as reduced resource consumption (paper, toner) and planned asset refresh. Consumables and printer issues are tracked remotely and managed by MPS vendor. During the reporting year, we optimized MPS through asset reuse and printer removal, leading to cost saving of ` 1.1 million. We have also reduced unwanted printouts by a provision to scan and send documents to respective user mailboxes and are currently planning to implement ‘authentication service’-access before print to further bring down print and paper volumes. Investors Our endeavor is to, not merely, report true and fair financial results in a timely manner but also communicate the business outlook, risks and opportunities transparently to the investor community. Increasingly, discerning investors are interested in the longer term strategy of the organization and issues which are material to the industry. We deploy multiple channels of communications to keep investors informed about various development and events. Wipro’s senior leaders along with our dedicated Investor Relations team participate in various forums like investor conferences and investor road shows, in addition to hosting investors and equity analysts who visit our campus. Our quarterly results, regulatory filings, transcripts of our earnings call, media presentations and schedule of investor interactions are available at https://www.wipro.com/en-IN/ investors/ We participate in leading investor led disclosures like Dow Jones Sustainability Index, Vigeo, FTSE Russell ESG, MSCI ESG, Sustainalytics and Carbon Disclosure Project. Wipro was selected as a member of the global Dow Jones Sustainability Index (DJSI) 2018 for the ninth year in succession. Wipro is included in both the DJSI World and Emerging Markets Indices. The Euronext Vigeo Emerging Market Sustainability Index also includes Wipro among the 70 most advanced companies in the Emerging Market Region. We are also member of FTSE4Good and Global Sector leader. Highlights of the year The following table details the different types of engagement exercises undertaken by the company in FY 2019: Particulars Investors meetings & Calls Conference Road Show Conducted Q1 39 - 1 Q2 27 4 1 Q3 23 3 2 Q4 30 2 1 FY 119 9 5 49 Wipro Limited Education Engaging in deep and meaningful systemic work in the area of school and college education • • • • Engineering Education - WASE, WiSTA School Education in India - WAITS School Education outside India - USSEF Sustainability Education - Wipro earthian Community Care Engaging with the proximate communities in areas of primary health-care, education, ecology and disaster rehabilitation • • • • • Primary Health care Education for underprivileged Children with disability Environment Disaster Rehabilitation Ecology Energy & Carbon Addressing environmental issues like energy, water, solid, waste and biodiversity • • Water • Waste • Biodiversity Earning Conference calls 1 1 1 1 4 Communities and Civil Society At Wipro, we think it is critical for business to engage with the social and ecological challenges that face humanity in a deep and meaningful manner with long-term commitment; for that is the only way by which real change can happen on the ground. We engage with communities on issues that matter to them most. Wipro’s social initiatives center on the following dimensions. The programs on ecology are covered in the ‘Natural Capital’ section. reform in school education in India, through the Wipro Applying Thought in Schools (WATIS) program. The strategy has two key elements; (i) to support the development and strengthening of good organizations working in this space. Till date, we have partnered with 116 organizations working in different areas of systemic reform. The impact of this wide network of education organizations has been in the areas of curriculum, text books, teacher capacity, and school leadership. Since inception, our work has spanned 181 projects with a collective reach of close to 20,000 schools across 29 states. During FY 2019, we continued to build momentum of identifying and supporting new and young start-ups in school education through a structured program of seeding fellowships. 25 Fellows from 14 organizations were added during the year taking the total number of ‘Fellows’ to more than 85. (ii) The second element of our strategy is to support organizations working in other developmental areas like livelihoods or healthcare and encourage them to expand their work to school education. In addition, we continue to identify and partner with good early to mid-stage organizations who are already working in education. Two such organizations were supported through the grants program during the reporting period. In combination, we hope this strategy will eventually help to build a bulwark of strong organizations across the country which are deeply committed to change in school education. As part of network building and advocacy of such issues, our 18th annual forum was organized – a unique platform that brings together the best minds in education in the country to deliberate and exchange thoughts and ideas on some of the most important issues in education. Number of Organizations with respect to thematic Areas Social Sciences Science & Maths Cocurriclar School transformation Primary Education Key programs in Education 0 10 20 30 40 Our work in education covers a range of initiatives in school and higher education from systemic reforms to sustainability education. Apart from India, we have significant programs in USA and initiated a new program in UK as well. The common vision that ties this together is our belief that good education is a the primary enabler of change towards a better society. Systemic reforms in School Education Since 2001 we have been working on issues of systemic Geography - India Central North East West South East North 50 0 5 10 15 20 25 Annual Report 2018-19Key Highlights of the Year • • • 18th Partners’ Forum held in November with ~ 150 participants attending; Fellows Annual Meet and 2 Regional Meets (for East & West) also organized. 8 capacity building workshops conducted for partners through the year, in partnership with resource organizations such as Jodo Gyan, Vikramshila, Digantar, Bookworm and Azim Premji Foundation. Sixteen new organizations have been supported this year; of these, 14 organizations (25 fellows) were supported through seeding fellowships and 2 through organization grants. Wipro Science Education Fellowship Program in USA The Wipro Science Education Fellowship (SEF) is a significant initiative we started in USA in 2013 with a focus on improving STEM (Science, Technology, Engineering and Math) learning in schools that serves disadvantaged communities. Our work centers around helping teachers become better STEM educators and change leaders for STEM in their school districts. Anchored by the University of Massachusetts, the program has been widely accepted in USA as an important initiative in this space. In last 18 months, we expanded our presence significantly, adding three new sites at Tampa, Florida, Jefferson City, Missouri and Mountain View, Santa Clara. We established three new partnerships for these sites with the University of Southern California, University of Missouri and Stanford University respectively. With this, the Wipro-SEF program is active in 35 school districts across seven locations in the U.S, including the existing sites at Boston, New York, New Jersey and Dallas. Cumulatively, we have worked with 500 teachers till date. Wipro Science Education Fellowship Program in UK We launched the Wipro Science Education Fellowship program in the UK in FY 2019 in partnership with Kings College, London and Sheffield Hallam University. A three- year agreement was finalized with King’s College London, to develop and offer UK’s first Master’s program in STEM education, targeted at in-service teachers from ‘social- mobility cold-spots’. The program was launched successfully in February 2019 and will admit its first cohort in the coming academic year. Sheffield Hallam University initiated the ‘Wipro Teacher Fellowship’ and ‘Wipro Teacher Mentor’ programs to provide rigorous continuous professional development to STEM teachers working in government designated ‘opportunity areas’, which by definition have a high proportion of failing-schools. About 25 teachers representing 20 schools in/around Sheffield have joined the first cohort in January 2019. The recruitment of the second cohort will begin in Q1’20. Sustainability Education Wipro earthian, our flagship program that brings together two of our key concerns, Education and Sustainability, into a nation-wide initiative for schools and colleges continued to expand and progress on multiple fronts in its eighth year. In the schools segment, Wipro earthian is now present in more than 30 states and union territories across India. In the past couple years, we have consciously established and expanded our outreach to the North-East in India and the Northern Himalayas, which is normally underserved on many counts. While our strategy for schools is centered on broad awareness building through large scale outreach, our engagement with colleges is more selective and aligned with the particular characteristics of different disciplines and institutes. Wipro earthian covers two phases – the Wipro earthian awards program and the Continuous Engagement Program (CEP). The award program for schools engage students under two thematic areas - Water and Biodiversity. Participating schools form teams and engage in an intensive 5 month activity based learning program in their school and communities. The CEP provides unique learning experiences for schools and colleges – through experiential workshops, internships, in-school learning material and co-creation of faculty led pedagogy material, which further accelerates sustainability learning at an institutional level. National Level Sustainability Quiz Field Experimental Workshop in Katerniaghat 51 Wipro LimitedKey Highlights of the Year • • • • • • • First - time workshops held in underserved areas like Kargil, Dras, Nicobar Islands, and Sunderbans, increasing our geographic spread and reach. Overall submissions came in from 29 states, 3 UT’s and 51 districts covered by the program. Continued partnership with School of Sustainability, Xavier University, Bhubaneswar and MOU’s with leading institutes to develop sustainability pedagogy tools for faculty across various disciplines/subjects - CEPT, Ahmedabad(Urban Planning), IIM Ahmedabad (Sustainability Business Case study development) and ICT, Mumbai (Chemical Engineering). 2 doctoral fellowships on sustainability, a faculty-led research program on the theme of ‘Business and Human Rights’ and ‘Sustainability Risk Assessment’ with IIM- Bengaluru and a faculty development program on curating MOOC’S fpr business sustainability 20 students from 5 colleges completed their internships with diverse sustainability non-profit and consultancy organizations - TRUCOST, BIOME, CSTEP, WRI, CDP 7 sustainability quizzes at XUB, IIM-B, IIM Kozhikode, NIT Trichy, GIM Goa, IIT Delhi, MIT with participation from 710 teams and 1420 participants. 2 Field Experiential workshop conducted Yelagiri and Katerniaghat wildlife sanctuary attended by 9 teachers and 41 students from schools The 8th edition of the Wipro earthian awards were held on the 9th of Feb 2019 with over 200 attendees including winning teams, program partners, employees and media. Technology Education People with the right skills and competencies form the bedrock of IT services organizations. The challenge for the Indian IT industry has always been to respond fast enough to the ever rapidly changing dynamics of the industry. The present times are no different, in fact even more so with the challenge of a bewilderingly fast changing landscape of technology which is often summarized as Industry 4.0. We have always owned this as our primary responsibility. In 1995, we started a program for science graduates that would enable them to study for a post-graduate degree in engineering and technology, called the Wipro Academy of Software Excellence (WASE) program, it helps Science graduates to study for a Master’s degree in Software Engineering (M.Tech). Run in partnership with the Birla Institute of Technology & Science (BITS), Pilani, India, this unique program blends rigorous academic exposure 52 with practical professional learning at the workplace. We launched yet another program with BITS Pilani, called Wipro Infrastructure Management School (WIMS) to develop and nurture an exclusive talent in IT infrastructure business, keeping the Cloud Computing as the technology theme. We run a similar program called Wipro Software Technology Academy (WiSTA) in collaboration with Vellore Institute of Technology (VIT) for science graduates to offer some specific courses like Data Scientists, VLSI and Embedded and Information Technology programs. Since its inception in 1995, Wipro has supported and enabled more than 30,000 students to pursue their higher education in Engineering with India’s Premier Engineering Institutions under the programs WASE, WiSTA and WIMS. Over 18,200 students successfully completed their M.Tech degree in various IT disciplines over the last two decades. During FY 2019, the total number of new entrants into the three programs was 1,440 while the aggregate strength across four years was over 10,000. Working with communities everywhere A primary tenet of our CSR strategy is that we must engage with communities proximate to wherever we have significant operational presence in the world. We choose to work with underprivileged communities in particular. Our work is channeled through Wipro Cares, a unique trust that is based on operating model of employee contribution matched by Wipro Limited. The work spans following areas: a. Education for underprivileged children: Education is so critical that it is necessary to focus on multiple points of leverage. While systemic reforms are an important area of work, we also have a large program that is designed for more direct impact on underprivileged children. Run through Wipro Cares, the program reached out to around 41,000 children across eight states in FY 2019. The projects address a gamut of critical issues faced by disadvantaged communities when it comes to school education – starting from enrolment in schools to nutrition for children, counseling services for parents, remedial education, just to name a few. These children are from some of the most vulnerable groups in our society – urban slums, HIV-affected families, migrant labor families, street children. b. Education for Children with Disability: We continue to strengthen our program which supports the educational and rehabilitative needs of children with disabilities from underprivileged backgrounds through 17 projects across six states that works with around 2,200 children. Going beyond just schooling, our approach tries to integrate enabling factors like availability of nutrition, community support, specially teachers, assistive technology, access to healthcare etc. Our work in this space covers multiple categories of disability and focuses on early intervention and inclusive education. trained c. Primary Health Care: Access to primary health care is a key determinant of an individual’s future trajectory Annual Report 2018-19in life, including the ability to engage in productive livelihoods and responsible citizenship. Wipro works with partners who provide quality primary health care services to underserved communities covering more than 77,000 people belonging to extremely disadvantaged communities in Nagaland, Karnataka, Delhi and Maharashtra. Our work in these states is in urban slums, and villages where health care access has been weak or non-existent. Our operating approach is driven by the primary goals of building the capacity of the local community in managing their health needs, of augmenting government infrastructure and in training health workers to address the unique needs of the communities. d. Disaster Rehabilitation: Natural disasters like earthquakes, floods and cyclonic storms are an unfortunate fact of life, especially in a climatically and geologically diverse country like India. Whenever these happen, the disadvantaged sections get affected the most as the already fragile basis of their livelihoods gets further disrupted. Starting with the Gujarat earthquake in 2001, we have responded to several natural calamities wherein Wipro’s employees have also risen to the occasion and played a sterling role. By design, we focus on the more difficult challenge of long-term rehabilitation of the affected communities. ‘Unnati’, the rehabilitation project that we initiated in 2014-15 in Uttarakhand, aftermath its 2013 floods, has Highlights of the year for our community care program progressed well on multiple fronts. Our program seeks to strengthen local livelihoods of communities in 27 villages in Uttarkashi district through improved farming practices in organic agriculture. A farmers’ cooperative has been set up to strengthen market linkages, a crucial element in the whole value chain. While we think there is a long way to go in this regard, our assessment is that the program is at a stage now where the basic institutional scaffolding is in place and it can be built up effectively, going forward. In response to the Kerala floods in Aug 2018, as part of our rehabilitation program we initiated two projects: » » To restore running of 8 craft-based livelihood centres which have been dysfunctional as a result of the Kerala floods and to train and provide employment for 150 women with a special focus on 30 persons with disabilities. To strengthen the existing livelihood of 149 flood affected fishermen community with restoration of damaged fishing equipment and gear. e. Community Ecology: Our project in agro-forestry in rural Tamil Nadu has helped nearly 100 farmers in effectively implementing integrated farming by planting 40,000 trees in FY 2019. Our project in urban solid waste management at Bengaluru provides social, nutritional and health security to nearly 8,000 workers in the informal sector of waste as well as comprehensive skills upgradation program for about 100 such workers. Nearly 41,000 children from underprivileged communities benefit from our 24 education projects in eight states IN FY 2019 Through 6 projects, an aggregate of over 77,000 people are getting access to primary health care Education for Children with Disability program now supports the educational and 2,200 underprivileged children with disabilities through 17 projects in six states rehabilitative needs of Project in urban solid waste management in Bengaluru provides social, nutritional and health security to nearly 8,000 workers in the informal sector of waste and provides a comprehensive skills upgradation program for about 100 such workers Promoting sustainable livelihood among the most vulnerable women from the fishing community in Cuddalore, Tamil Nadu by providing skill training in value added products, marketing skills and linkage to markets The livelihood projects in Uttarkashi post the Uttarakhand floods of 2013 has helped around 1,000 families to stay back in their village and continue farming. A farmer co- operative called Unnati is setup to guide farmers on farming inputs and in selling their farm products. 53 Wipro LimitedThe power of engaged employees International Chapters Employees are integral to many of our social programs in many ways. Providing them a platform to engage develops a sense of citizenship and larger responsibility towards society. From our experience, employees also see this as a workplace differentiator, The Wipro Cares trust is built on a model of employee contribution that is matched by Wipro. More than 30,000 Wipro employees are currently engaged with Wipro Cares either through volunteering or by way of monetary contributions or both. During FY 2019, more than 12,500 employees from nearly 40 chapters in India and overseas collectively spent around 33,000 hours in voluntary engagement on a wide range of community and environmental initiatives. One of our prime goals is to further increase the scale and scope of employee engagement. Our employees across the world are keen and enthusiastic participants in local community initiatives. Through Sprit of Wipro (SoW) Run, more than six thousand Wipro employees from across the globe contributed for their local charities. Beyond the SoW, in North America, First Book continues to be the anchor community program. More than 400 Wipro employees volunteered hundreds of hours and distributed more than 109,000 books impacting more than 50,000 at- risk and rural students throughout North America. Including First Book activities, Wipro employees volunteered more than 5089 hours in the US. Beyond the US, Wipro Cares chapters in Philippines, UK, Europe, Asia-Pacific and Japan have also been very active in engaging with local communities on a range of initiatives that include disaster rehabilitation (i.e. Australia), biodiversity conservation (i.e. Spain), health care (i.e. Europe & US), food drives (i.e. Brazil & US) and education for disadvantaged (i.e. children, particularly children with disabilities Philippines). All programs remained consistent with the Wipro Cares Charter. Interactive session of children with Wipro volunteers at Kolkata campus Wipro Philippines CSR project in CEBU 54 Annual Report 2018-19Natural Capital Managing economic development in a manner that does not compromise ecological integrity of our planet has posed one of the biggest challenges to humanity ever since the industrial revolution started. It will be even more so in the coming decades of this century. It is no surprise therefore that 7 of the 17 U.N. Sustainable Development Goals directly reflect these concerns while the remaining 10 goals have indirect intersects with ecology and environment in some way or the other. While the climate change challenge is most talked about and debated, the problems of water scarcity, biodiversity loss and the pollution and depletion of our natural commons are equally critical. The increasing criticality of issues like climate change and water stress in the last few years has led organizations to look beyond their boundaries. While internal business drivers like resource efficiency, waste management and pollution mitigation have been the primary levers of any corporate environmental program, organizations have come to realize that in order to make a real impact at a larger, systemic level, one can no longer ignore the externalized costs of ecological damage. Natural capital thus refers broadly to the notion that nature provides immense value that is critical to human existence and therefore, any action that depletes natural capital is self-defeating for our society. Our approach embraces the continuum of • Initiatives ‘within the organization’ that focus on reducing the energy, water, waste and biodiversity footprint of our business operations; and Engaging through partners on key external programs in community ecology. • Ecological Sustainability Governance Sustainability governance at Wipro is formed by our strategic choice to work across both dimensions – business responsibility and social responsibility. Business responsibility is about ensuring that the ecological footprint of its operations is minimized and about the organization fulfilling its essential regulatory duties, and running its business with integrity. The second dimension of social responsibility is about looking beyond the boundaries of organization and contributing towards development of the larger community. The governance responsibility is spread across hierarchies and functions seeing themselves as key stakeholders in its success; for ecological issues the Global Operations team, the People Function, Community programs team, the Risk office and Employee Chapters play a major role in several of the programs. Strategic oversight of sustainability programs rest at the corporate level with our Chairman, Board of Directors and Group Executive Council. The goals and objectives are jointly set with inputs from across functions. The quarterly reviews are attended by the Chairman, Chief Strategy Officer, Chief Financial Officer and Chief HR Officer apart from the Chief Sustainability Officer and Head of Operations. We benchmark our performance with our global peers through extensive disclosures as well as a system of rigorous audits internal and external. We have started the process of incorporating key sustainability risks like climate change into our ERM framework. stakeholders have defined All key organizational responsibilities related to planning, execution, review, evangelization and advocacy of the sustainability agenda of the company. The table given below illustrates the responsibility matrix for our environment programs (energy, water, waste and biodiversity). Planning & Review Execution Internal Evangelizing External Advocacy Board of Directors Group Executive Council Business Leadership Facilities Management Group Infrastructure Creation Group Ecoeye - Sustainability Office Employee Chapters Human Resources Finance Corporate affairs, Brand & Communication Risk Office 55 Wipro LimitedManagement Approach The implications of environmental and climate change risks to our business and to our society at large demands the identification and prioritization of material issues for our organization . At Wipro, we have identified Energy efficiency and Green House Gases (GHG) mitigation, Water efficiency and Responsible Water management, Pollution and Waste management, and Campus Biodiversity as our most material issues and have developed programs around them. Our Ecological Sustainability Policy, available at https:// www.wipro.com/content/dam/nexus/en/sustainability/pdf/ ecological-sustainability-policy.pdf form the structural framework for our environmental programs and management systems. We have been following the guidelines of the ISO 14001 framework for nearly two decades now as one of the cornerstones of our Environmental Management System (EMS). 20 of our campus sites in India and 8 in Australia are certified to ISO 14001 and OHSAS 18001 standard. Other campuses are benchmarked against the same standard as a part of our internal review/audit process. We have been responding to Carbon Disclosure Project (CDP) Climate Change Investor and Supply Chain for the last 10 years. In addition we have applied the Natural Capital Protocol guidelines to publish our annual Environmental Profit and Loss account. We are also members of LfN (Leaders for Nature) consortium anchored by IUCN in India and CII’s India Business and Biodiversity initiative (IBBI). Strategic Partnerships are key to achieving our goals across the value chain. We work with Renewable energy suppliers, energy efficient hardware manufacturers and service providers and other partners who help to reduce our overall GHG footprint including employee commute and business travel footprint. We were one of the early adopters of Green Building Design with 18 of our current buildings certified to the international LEED standard (Silver, Gold, and Platinum) during commissioning. We strive to maintain the same standards in the maintenance of our facilities. A well-defined strategy drives out ecological initiatives with a rigorous framework of target goals and metrics which are reviewed on a regular basis. Environmental Risks The Enterprise Risk Management and Sustainability functions at Wipro jointly oversee environmental and climate change related risk identification and mitigation. Impacts of extreme weather events, urban water stress, air pollution, waste management and their impacts on employee health and wellbeing are the most material issues we engaged with. We are currently carrying out a comprehensive climate change risk assessment program, encompassing both physical and transitional risks, for our major operational locations across the globe, covering India, China, Philippines, Germany, Romania, the UK and the US. This is being done for two scenarios (based on the IPCC defined RCP 4.5 and RCP 8.5) for the medium to long term (2030-2050). . This assessment provides detailed analysis of the changes in key climatic parameters such as temperature and rainfall that are likely to impact Wipro’s operations. It takes into consideration a variety of climate risks which include, an increase in extremely hot days and extremely warm nights, increasing frequency of heat waves, exacerbated urban heat island effect, air quality deterioration, urban flooding and decreasing water availability. Key outputs from climate modeling: in day-time temperature Our assessment shows that we are likely to observe an increase (0.02-2.98ºC) and night-time temperature (0.35-1.74ºC) across all locations except Chennai, where a decrease (0.7 ºC) in the day time temperature is likely, in both the short term (by 2030) and long term (by 2050). This increase in day time temperatures could contribute towards an increase in the energy consumption and associated operating costs at each location. This change could also adversely impact the health and well-being of our employees decreasing their productivity. When it comes to rainfall, our risk assessment model predicts an increase in rainfall, ranging from 11 to 267mm, for every city except Kolkata, Pune and Vishakhapatnam which will likely see decreases (13.2-126mm) in rainfall in the long term. Increase in extreme precipitation is likely to lead productivity loss due to employee absence caused by disruption in city infrastructure and an increase in tropical diseases. Given that every city other than Kochi and Kolkata already lie in highly water stressed zones, the predicted rise in temperature coupled with increasing urbanization is likely to accelerate water stress. The corresponding increase in rainfall in most cities is unlikely to help improve this situation unless additional water conservation measures are taken up in the city. Thus, across the country we are likely to experience increasing challenges and costs for procuring water. We notice that our operations in Romania, China, Philippines and USA are likely to be susceptible to physical risks such as floods, tropical storms and tornadoes. These events could impact the wellbeing of our employees in the affected regions thus impacting our operations. Philippines in particular is likely to face significant fluctuations in rainfall and humidity patterns which could lead to an increase in the spread of infectious diseases in the country, affecting the health of our employees. On the other end of the spectrum, we find that our operations in Germany, the UK, the US, China and Romania, are the ones most exposed to transitional risks arising from policies and regulations geared towards enabling these countries’ transition into low carbon economies. However, we must point out here that the majority (more than 70%) of our employees are based out of India. In addition the fact that all our overseas locations are leased premises reduces 56 Annual Report 2018-19the direct infrastructural risk in our overseas centers. Climate change related impact: Our risk assessment exercise is undertaken at both the company level and at the asset level. A well-defined Business Continuity Policy prescribes principles to plan for climatic disruptions which could disrupt business objectives. The Corporate Business Continuity Team (CBCMT) governs and guides the standard risk assessment methodology at every location to identify risks which could potentially impact continuity of business, financial parameters like revenue & profitability as well as reputational and legal parameters. This group collaborates with various support groups in the organization to assess risks for human resources, facilities & IT infrastructure with identified impacts, probability/likelihood & controls in place. A severity matrix of Low, Medium & High impacts is defined and a defined crisis management group is vested with the responsibility to respond, recover, resume, return & restore from these situations. The detailed climate modeling and impact assessment exercise will help in further calibrating our risk management program. Energy efficiency & GHG mitigation Science based target setting and recalibration of climate goals: We have used the science based target setting framework from WRI (World Resource Institute) that tries to align with the 2015 Paris agreement which aims to limit global warming to below 2 degrees celsius from pre-industrial levels. We have undertaken a recalibration of our greenhouse gas emission targets to account for two organizational accounting changes – the first due to divestment of our overseas customer data center business to Ensono and the second based on requirements of GHG protocol standard of accounting all leased/rented office spaces emissions under Scope 3. Considering 2017 as the base year, we have set medium term targets till 2022 and 2030 and longer term targets till 2040 and 2050. The following goals have been set for the period FY 2018 to FY 2022: a. Absolute Scope 1 and 2 GHG emissions – emissions reduction of 23,700 tonnes for offices. 280000 275000 265000 260000 255000 250000 245000 181 177 174 170 169 167 80 85 95 115 120 110 200 150 100 50 0% 2017 2018 2019 2020 2021 2022 Energy Equivalent - India (MwH) EPI India (KwH per sq. mt. PA) RE (Mn units) - For adoption & Communication b. Energy Intensity in terms of EPI (Energy Performance Index) - Cumulative reduction of 7.8% in EPI over 5 years c. GHG Emission Intensity (Scope 1 and Scope 2) on Floor Area (FAR) basis - Cumulative reduction of 16 % in GHG intensity from 117 Kg CO2 eq./ Sq. Mt. (kgpsm) to 98 kgpsm of CO2 –eq d. Renewable Energy (RE)- Increase renewable energy procurement by 55% to a target of 120 million units in 2021-22 Performance against goals Absolute Emissions: The absolute Scope 1 and 2 emissions (India) for FY 2019 have decreased by 40% from 1,61,858 to 1,17,290 tonnes - a reduction of over 44,500 tonnes. This is primarily due to significant drop in Scope 2 emissions by 29% due to energy efficiency improvement of nearly 18% as well as increase in share of in renewable energy procurement from 33% to 40% . In addition our India data center emissions have reduced significantly due to reduction in capacity utilization and divestment in the middle of the year. The dashboard below provides a summary of our Global and India GHG emissions, including data centres. In accordance with the GHG protocol, from 2016-17, we have reclassified leased offices (upstream and downstream) as part of Scope-3. The figures are net emissions for all years, after considering zero emissions for renewable energy procured. GHG Scope 1 and 2 (Tons of CO2 Equiv.) 2,50,000 2,00,000 1,50,000 1,00,000 50,000 0 1,76,272 1,52,361 50,874 53,470 1,13,082 4208 2016-17 2017-18 2018-19 Data centers Offices Emissions Intensity: Our India office space emissions intensity (Scope 1 and Scope 2) is at 71.3 Kg CO2 eq. per Sq. Mt. per annum, a decrease of nearly 30 % from FY 2018. Concomitantly the global people based emissions intensity is down by more than 29% to 0.85 tons per person per annum. Energy Consumption: The overall energy consumption from Scope 1 and 2 boundaries (operational and financial control) is 900.8 million Mjoules, compared to 1344.3 million Mjoules in the previous year, a reduction of 33%. The total energy 57 Wipro Limited consumption, electricity and back-up diesel generated, for office spaces in India is 225 million units (including leased spaces globally this is 265 million units). Our overseas data center business was divested before the reporting year. Data centers in India, till their divestment contributed to another 5.1 million units. For India operations, about 98 million units constituted renewable energy procured through PPAs (Power Purchase agreements) with private producers. Of this 92 million units is with green attributes (zero emissions). Another 10 million units is from renewable resources for our downstream leased space. In total renewable energy in our portfolio is 108 million units. Energy Intensity: EPI for owned office spaces, measured in terms of energy per unit area has decreased by around 18.5% to 142 KwH units per sq. meter per annum. The absolute energy has reduced by 14% for the reporting year. The office space has increased by 5.3% in the reporting year. Scope 3 Emissions: A summary of our Scope 3 emissions (other indirect sources) is provided below. Out of the 15 categories of scope 3 reporting as per the new GHG corporate value chain standard, we are currently reporting on all of the 8 categories applicable to us Downstream Scope 3 emissions: We have moved some facilities to a sub- leased model in the middle of the reporting year. This will be reported separately from the next year. The table below shows the applicability and current reporting coverage across our operations for the major Scope 3 categories Scope 3 Emissions Category Current Reporting, Coverage within IT business Based on purchase ledger for FY 2018 and application of econometric input-output model for different categories and business activities: Tons of CO2 eq. 82,246 Purchased goods and services Fuel- and energy-related activi- ties (not included in scope 1 or scope 2) Upstream transportation and distribution Well To Tank (WTT) and Transmission and Distribution (T&D) losses globally 76,659 Not Reported, as not material Waste generated in operations For India operations (85% coverage) Employee commuting For India operations, which represents nearly 85% of footprint Business travel Global. Includes air, bus, train, local conveyance and hotel stays Upstream leased assets (Leased office space for Wipro use) Leased offices spaces in India (10,162 tons) and overseas (14,140 tons CO2 eq) Downstream leased assets ( Office space leased out) Included in Scope 1 and 2 (transitioned mid year) Total 760 79,160 117,819 24,302 380,946 The graph below shows the comparison for Business Travel, employee commute and Waste for last three years. GHG Scope 3 (Tons of CO2 Equiv.) Total Emissions: The overall emissions across all scopes is 498,236 tonnes. Within this, the main contributors to our GHG emissions are: Electricity – Purchased and Generated (22.1%), upstream fuel and energy emissions (15.4%), Business Travel (23.6%) and Employee Commute (15.9%). Leased office spaces contribute to 4.9% of emissions. 245,975 214,114 197,739 2016-17 2017-18 2018-19 275,000 250,000 225,000 200,000 175,000 150,000 58 Wipro Electronic City campus Annual Report 2018-19Wipro’s electronics city campus was awarded the Greenco Silver Rating by CII-GBC (Green Business Center). We were the first campus in IT Services sector to have received the award. The rating is provided based on 700 points performance covering energy efficiency, water conservation, renewable energy, GHG emission reduction, waste management, material conservation, green supply chain and other innovations. GHG Mitigation Measures Our five year GHG mitigation plan consists of three key elements – Energy Efficiency (Reduce), Renewable Energy (RE) Purchase (Replace) and Travel Substitution (Reduce and Replace); of this, RE procurement will contribute the maximum, 80% share to GHG emission mitigation strategy for Scope 1 and 2. Energy Efficiency: These measures include new retrofit technologies to improve Chiller and Air Handling Units integrated design and monitoring platforms. (AHUs), The Global Energy command centre aggregates Building Management System inputs on a common platform to optimize operational control and improve energy efficiency. At one of our campuses, we have seen a 15% YoY reduction in absolute energy consumption. This has been achieved by operating the plant in auto-mode (based on real time demand), performance monitoring of equipment and optimization of air-water balance in chiller plant - resulting in improved thermal comfort. Global Energy Command Center Since 2007, we have been working on a server rationalization and virtualization program, through which we have decommissioned old physical servers and replaced the processing capacity with virtualization technology on fewer numbers of servers. As of March 2019, we have 6,750 virtual servers (4,780 in March 2018) running on 386 physical servers which contributes to an energy savings of approximately 29 million units in the reporting year. The savings showed an increase of 44% over the previous year. We have enhanced our Virtual Desktop Infrastructure (VDI) capacity to 8,000. VDI’s provide high capacity scalable infrastructure with On Demand provisioning, High Availability and High Performance Computing environment. Out of this, we have enabled 6,300 VDI’s across two of our campuses in the year. Thin clients consumes less energy (80% less) compared to Desktop, resulting in savings of 0.75 million units. Over a 5 year period, energy efficiency initiatives have resulted in savings of 140 million units (based on per capita consumption). RE procurement: For the reporting period of FY 2019, RE purchase contributed to approximately 92 million units or 40% of our total India energy consumption. Our target for next year is 105 million units. RE procurement has cumulatively helped avoid emissions of 330,000 tons of CO2 eq. over a 5 year period. Rooftop Solar and Captive RE: The rooftop Solar PV installations at 6 of our campuses followed by extensive use of solar water heaters in our guest blocks and cafeterias have resulted in equivalent savings of 1.54 million units of grid electricity in the reporting year Business Travel: The IT services outsourcing model requires frequent travel across the delivery life cycle to customer locations, mainly overseas, and contributes to around 1/5th of our overall emissions footprint. This includes travel by air, bus, train, local conveyance and hotel stays. Policies on usage of different modes of travel based on distance and time taken, need and budget-based travel and increasing focus on processes which enable remote working and collaboration are some of the cost and process optimization measures implemented over past few years. We have seen an air travel footprint reduction of around 21% compared to FY 2018. Employee Commute: Employees have various choices for intra-city commuting. In addition to company arranged transport (36%), employees owned cars & two wheelers contribute to 12% and other modes of transport including public transport account for the balance. Over the past few years, we have taken steps to facilitate a shift towards improved access to public transport for employees (buses, commuter trains) and carpooling. Our car pooling initiative launched through a third-party mobile app based partners in July’16 in Bengaluru has now scaled and expanded to 8 other locations in India. With this, we now have 74,000 registered users across locations. Around 9 Million kms of rides were shared in the reporting year saving 2100 tons of CO2 equivalent emissions We became the first major Indian business to join EV100 in April 2018, a commitment to transition our global fleet to electric vehicles (EVs) by 2030. EV100 is a global initiative by The Climate Group bringing together forward-looking companies committed to accelerating the transition to electric vehicles (EVs). In the current year (since July 2018), 2.0 Million Kms across 33,000 trips have been covered in Hyderabad, the first location where we have started the program. 59 Wipro Limited EV at Hyderabad campus enablers infrastructure direct IT intranet applications, connectivity access the secure personal device BYOD initiative (Bring Your Own Devices) are other key in enabling more flexible work place options. steps connectivity to office anytime through like Water efficiency and responsible use Urban water in India is a story of paradoxes and extremities. Water related risks in cities range from supply shortages, equitable availability to all sections of the population to urban flooding driven by extreme weather events. This is symptomatic of a failure in urban planning and governance of a critical resource as water. At Wipro, we view water from the inter-related lens of efficiency and conservation coupled with our role as a responsible citizen in engaging with urban water issues outside our own boundaries. Our articulated goals are therefore derived from these three dimensions. Water Efficiency Goals a. To improve water efficiency (fresh water use per employee) by 5% year on year b. To reduce absolute water consumption in existing campuses by 20% between FY 2016 and FY 2021 Water Responsibility To ensure responsible water management in proximate communities, especially in locations that are prone to water scarcity. We are also collaborating on building capacity and advocacy platforms at the city level for integrated urban water management. Freshwater recycling and efficiency The per employee water consumption for the reporting year is 951 litres per month as compared to 991 litres in FY 2018, an improvement of around 4%. Freshwater consumption has seen a marginal increase from last year at 1518 million Liters essentially due to few leakages from aging pipeline network. Real-time monitoring pilots are being implemented in two of 60 our campuses. Water free systems (where applicable), smart metering, optimizing heating and cooling and recycling of blow down are other initiatives being explored. However, we have achieved 18% reduction in absolute fresh water consumption from FY 2016 and are on target to exceed our target of 20% reduction by FY 2021. We recycle 1,090 million litres of water in 27 of our major locations (vs 1,045 million litres in FY 2018) using Sewage Treatment Plants (STPs) and ultra-filtration units. Recycled water represents 42% of our total water consumption (vs 41% in the previous year). The amount of recycled water as a percentage of freshwater extracted is around 72%, up from 69% in FY 2018. This improvement in efficiency is due to the adoption of ultra-filtration and RO projects for STP treated water at three our large locations. Of the total treated water (1090 million liters), 62% is used for flushing and 6% is used in cooling tower. The balance 32% is used for our landscapes – the quality is equivalent to freshwater (Less than TDS of 1000). Our water recycling initiatives have cumulatively saved 5030 million liters of water over a 5 year period. Fresh water use-India offices 1.090 1700000 1650000 1600000 1550000 1500000 1450000 1400000 0.991 0.951 1.150 1.100 1.050 1.000 0.950 0.900 0.850 2016-17 2017-18 2018-19 Fresh water (KL) Area intensity (KL per sq mt) People intensity (KL pp per month) Sourcing of Water: Our water is from four sources – private water (mainly ground water sourced from tanker water suppliers), municipal water supply, in-situ ground water and harvested rain water – with the first two sources accounting for nearly 98% of the sourced water. Water purchased from private sources can be traced to have been primarily extracted from ground water. Not surprisingly, ground water contributes to nearly 56% of our total freshwater consumption across cities in India – an overexploited resource which has also been largely left out of effective governance mechanisms. Our urban/ peri-urban facilities located in three states – Karnataka, Tamil Nadu and Telengana, are located in water stressed basins. The Annual Report 2018-19water supplied by the municipal bodies is sourced primarily from river or lake systems. Freshwater sources 1% 10% 46% Private Water Municipal Water Ground Water Rain Water Harvested 43% Collaborative advocacy on water Recognizing that water is a common resource and that internal operational efficiency is inadequate when it comes to water risks, Wipro has been partnering with experts organizations, citizen groups and government bodies to address issues affecting the communities in the proximity of our locations. Participatory Ground Water Management Program In the last four years, the program has attempted to explore the issues of ground water in two regions of the city of Bengaluru – Sarjapur Road and Devanahalli – both of which are completely dependent on ground water and which is largely serviced by informal private players. This is representative of many rapidly developing urban and peri-urban cities in India; in Bengaluru itself around 40% of its water needs is met by ground water. Our approach was to use a science based approach to understand the hydrogeology of the area and engage communities through various platforms (citizen science, advocacy, facilitation of interventions). Phase 1 of the three year participative ground water management program in the Sarjapur-Bellandur area has been completed. Acting on insights from the detailed aquifer map of the area, we have facilitated pilots in selected residential layouts that focus on a strategic shift from deep aquifer extraction to tapping shallow aquifers in combination with a sustainable cycle of rainwater harvesting. A multi lingual web portal http://bengaluru.urbanwaters. in/ has evolved into a comprehensive repository and ready reference for matters related to urban water in Bengaluru. Phase 2 of the program is looking at Devanahalli area, a rapidly transitioning zone of the city. Engagements with town municipality, Special Economic Zone and townships in the area are progressing well with exemplar stakeholder led projects like in stream sewage decontamination pilot and community well restoration being documented and implemented. Another program we are working on is Urban Wetland Program in Bengaluru. Here we are documenting wetland design and management protocols based on various lakes in the city. We are also considering creating a pan India urban water network for practitioners working on local water resources and citizen based governance. In Pune, we have commissioned a program to produce a citizens report on Pune’s aquifers and the city’s groundwater footprint. The study will interface with multiple stakeholders, including the government and produce a longer term proposal on Pune’s urban water governance with a focus on Pune’s ground water and the river systems Pollution and waste management Pollution of air and water poses one of the most serious threats to community health and welfare. Managing these ‘commons’ in an urban context again requires business organizations to look beyond its own boundaries and to adopt an integrated approach. Our waste management strategy includes a. Regular monitoring of air, water and noise pollution to operate well within regulatory norms. b. Reducing materials impact through recycling and reuse Arranging for safe disposal of waste that goes outside c. our organizational boundaries. To operationalize our strategy, we segregate and monitor waste processing across 13 broad categories and nearly 40 sub categories. Total waste generated during FY 2019 was 6,205 tons. The summary of our performance on solid waste management (SWM) is as follows: • Our current recycling rate is 81% (excluding construction and demolition debris). 84% of organic waste is recycled in house and the balance sent as animal feed outside the campus. Close to 100% of the inorganic waste is recycled through approved partners. 70% of the total mixed solid waste and scrap (up from 65% in the previous year) is currently recycled and the rest sent to landfills. Our target is to improve this to 80% by 2021. Biomedical and hazardous waste is incinerated as per approved methods. All our E-waste is currently recycled by approved vendors. Construction and Demolition (C&D) debris, which amounts to 10% of total waste is currently sent to approved landfills. Construction and Demolition Debris from existing operations has reduced by half due to completion of refurbishment activity across locations. 61 Wipro Limited• The proportion of waste that is send to landfill is (excluding construction and demolition debris) currently at 3.4%. This is mainly mixed scrap and solid waste, which can not be further segregated and recycled. We plan to evaluate co-processing options for this category of waste in cement manufacturing. Waste Management Summary (Excluding C&D) Hasiru Dala in association with IIHS, Bengaluru. The study report will now be disseminated through workshops and a publication. Urban Biodiversity Our urban biodiversity program addresses the twin aims of creating biodiversity in our urban campuses while also using it as a platform for wider education and advocacy. We have set the following goals: • • To convert five of our existing campuses to biodiversity zones All new campuses to incorporate biodiversity principles into their design Recyle Landfill - 81% - 3% Other Methods - 10% Incineration - 6% Others: We monitor diesel generator stack emissions (NOX, SOX and SPM), indoor air quality (CO, CO2, VOC’s, RSPM), treated water quality and ambient noise levels across 25 key locations every month. These meet the specified regulatory norms. Collaborative Engagements Zero Plastic Initiative: We generate around 120 tons of plastic waste every year. At present, this is sent to approved recyclers. However we aim to significantly reduce plastic waste by looking at close to 20+ categories and introducing process changes and engaging with suppliers. Some examples of plastic reduction initiative are replacement of single use cutlery, packing, etc. We continue to work with Electronic City Industrial Township Authority (ELCITA) in Bengaluru on SWM issues. We continue to be part of the sub-committee on ‘Waste’ in the CII National Environment Committee. We are associated with “Reimagine Waste” hackathon for the past three years, being conducted in association with Indian Institute of Science, Bengaluru, Waste Ventures and other partners. We supported a study to understand the contribution of informal economy to waste and material recycling in Bengaluru. This study was done by Wetland biodiversity zone Our first flagship project in biodiversity was the unique Butterfly Park and wetland biodiversity zone that uses recycled water at the Electronic City campus in Bengaluru. Our second project in Pune focused on trebling the number of native species and includes five thematic gardens – Aesthetic and palm garden, Spring garden, Ficus garden, Spice and Fruit garden. This is a unique project in a corporate campus setting with a dense year-round flowering of more than 240 species of native plants serving multiple ecological purposes. In all these programs we work closely with expert partners in biodiversity, conservation, ecological design and communications. A work environment which integrates biodiverse and natural design principles has multiple intangible benefits for employees and visitors – it builds a larger sense of connectedness and emphasizes values of sensitivity and our place in the world around us. To strengthen these connects, we regularly conduct photography sessions, nature walks and plantation activities for employees and their children. Collaborative advocacy: Our participation in advocacy on biodiversity issues is through the Leaders for Nature program from the India chapter of International Union of 62 Annual Report 2018-19 Conservation Networks (IUCN). We have been supporting the “World Sparrow Day” and the “Wipro-Nature Forever Society Sparrow Awards” for the past six years. We also chair the Bengaluru chapter of CII’s Greenco program. Wipro’s Natural Capital Valuation Program Bengaluru Sustainability Forum (BSF) This forum was set up in early 2018 and convened by Wipro along with the National Center for Biological Sciences. BSF brings together civil society, academia, research institutions and government with the broad goals of fostering curated interactions between different stakeholders on issues of urban sustainability. Over the past year, the forum has curated three retreats on the themes of Urban Water, Biodiversity and Climate Change. Complementing the network building has been the small grants program for collaborative projects – nine proposals from the first two themes of urban water and biodiversity were selected. Participants in BSF Valuation of natural capital externalities of a company serves multiple objectives : a. For the company, it provides a useful anchoring ref- erence of how large its externalities are when com- pared to the financial capital and value it has creat- ed for its shareholders. It also serves as a common lexicon for strategic conversations on natural capi- tal within and outside the company b. For investors, it is an indicator of the company’s risk profile when weighed against current and future en- vironmental regulations c. For interested citizen groups, it helps provide a more nuanced understanding of the company’s profile. We have been active and enthusiastic early adopters of natural capital valuation and it aligns very well with our larger emphasis on Integrated Reporting, This is the fourth year of the valuation exercise for us (including business Total environmental cost relating to Wipro’s operations and supply chain was equal to ` 10,841 million in FY 2018. GHG emissions (47%), water consumption (26%) and air pollution (16%) contributed the most. The operational footprint travel and employee commute) accounted for 48% (` 5246 million) of Wipro’s total environmental cost in FY 2018, a 11% decrease from previous year (` 5874 million). In supply chain, fuel and energy related activities decreased by 8% year on year and purchased goods and services increased by 12% during the same period. The above figures are net of our positive valuation, attributable to our environmental initiatives. The biggest driver of overall environmental cost reduction by ` 1,265 million – around 6% increase from ` 1,152 million in FY 2017 were emission reduction activities, water recycling and renewable energy procurement. Valuation for FY 2019 is unlikely to vary significantly different and will be completed in July 2019. 63 Wipro LimitedNatural Capital – Relations to other capital Social & Relationship Capital • • Till date we saved 2.6 Mn KW energy through engagement with suppliers on green IT hardware procurement 8,600 schools and colleges outreach through Wipro’s flagship sustainability education programme. Financial Capital • • 8% reduction in cost of Air Travel YoY Reduction in energy cost by 13.8% and fresh water import cost by 5.6% YoY NATURAL CAPITAL • • 150 customers assessing Wipro annually on Sustainability performance Commissioned a program to study groundwater footprint in proximate of two cities • • Human Capital 5 global UN environment day cerebrated across locations 74,000 employees register for car pooling in India. 9 million km of ride shared during FY 2019, saving 2100 tons of CO2 eq. emissions This disclosure is in conformance with the CDSB Framework. Due care has been taken to apply the guiding principles and comply with the reporting requirements laid out by CDSB Framework. While preparing the report, the recommendations set out by the Task Force on Climate-related Financial Disclosures were also considered. The report also aligns with the requirements of NVG Guidelines issued by MCA. 64 Annual Report 2018-19Board’s Report On behalf of the Board of Directors (the “Board”) of the Company, it gives me immense pleasure to present the 73rd Board’s Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2019. I. Financial Performance The standalone and consolidated financial statements for the financial year ended March 31, 2019, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs. On a consolidated basis, our sales increased to ` 585,845 million for the current year as against ` 544,871 million in the previous year, recording an increase of 7.52%. Our net profits increased to ` 90,179 million for the current year as against ` 80,031 million in the previous year, recording an increase of 12.68%. On a standalone basis, our sales increased to ` 480,298 million for the current year as against ` 447,100 million in the previous year, recording an increase of 7.43%. Our net profits declined to ` 76,140 million in the current year as against ` 77,228 million in the previous year, recording a decline of 1.41%. Key highlights of financial performance of your Company for the financial year 2018-19 are provided below: (` in millions) Standalone Consolidated 2018-19 2017-18 2018-19 2017-18 Sales Other Operating Income Other Income Profit before Tax Provision for Tax Net profit for the year Other comprehensive (loss)/income for the year Total comprehensive income for the year Total comprehensive income for the period attributable to: Minority Interest Equity holders 4,344 26,138 - 24,796 480,298 447,100 585,845 544,871 - 940 25,487 25,686 98,705 100,343 115,422 102,422 22,391 22,565 80,031 76,140 (3,127) 1,246 23,115 77,228 (7,300) 25,243 90,179 800 77,386 69,928 90,979 76,094 - 77,386 - 69,928 251 90,728 19 76,885 Standalone Consolidated 2018-19 2017-18 2018-19 2017-18 4,524 4,525 4,504 4,499 930 921 930 921 12.67 12.64 16.26 16.23 14.99 14.95 16.85 16.82 Appropriations Dividend Corporate tax on distribution of dividend EPS - Basic - Diluted Dividend Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend, dividend track record, usage of retained earnings for corporate actions, etc. The policy is available on the Company’s website at https://www.wipro. com/investors/corporate-governance. Pursuant to the approval of the Board of Directors on January 18, 2019, your Company paid an interim dividend of ` 1/- per equity share of face value of ` 2/- each, to shareholders who were on the register of members as on January 30, 2019, being the record date fixed for this purpose. The Board has not recommended a final dividend and the interim dividend of ` 1/- declared by the Board in January 2019 shall be considered as the final dividend for the financial year 2018-19. Thus, the total dividend for the financial year 2018-19 remains ` 1 per equity share. Your Company is in compliance with its Dividend Distribution policy as approved by the Board. Issue of Bonus Equity Shares The Board of Directors at their meeting held on January 18, 2019, recommended issue of bonus equity shares, in the proportion of 1:3, i.e. 1 (One) bonus equity share of ` 2/- each for every 3 (three) fully paid-up equity shares held (including American Depository Shares (“ADS”)). The said bonus issue was approved by the Members of the Company vide resolution dated February 22, 2019 passed through postal ballot/e-voting, subsequent to which, on 65 Annual Report 2018-19March 8, 2019, 1,508,469,180 bonus shares were allotted to the Members whose names appeared on the register of members as on March 7, 2019, being the record date fixed for this purpose. As part of the aforesaid allotment, 106,273 bonus equity shares representing fractional entitlement(s) of eligible Members were consolidated and allotted to the trustee appointed by the Board. Subsequently, the trustee sold such equity shares at the prevailing market price and distributed the net sale proceeds, after adjusting the costs and expenses in respect thereof, among the eligible Members in proportion to their respective fractional entitlements. Buyback of Equity Shares On April 16, 2019, the Board approved a proposal to buyback up to 323,076,923 (Thirty Two Crores Thirty Lakhs Seventy Six Thousand Nine Hundred and Twenty Three) equity shares of the Company for an aggregate amount not exceeding ` 105,000,000,000/- (Rupees Ten Thousand Five Hundred Crores only), being 23.03% of the aggregate of the fully paid-up equity share capital and free reserves as per the audited standalone balance sheet as at March 31, 2019, at a price of ` 325/- (Rupees Three Hundred and Twenty Five) per equity share. Subsequently, vide resolution dated June 1, 2019, the shareholders approved the buyback of equity shares through postal ballot/e-voting. The buyback is proposed to be made from all the existing Members of the Company as on June 21, 2019, being the record date for this purpose, on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 and the Companies Act, 2013 and the rules made thereunder. Share Capital During the financial year 2018-19, your Company’s authorized capital was increased from ` 11,265,000,000/- (Rupees One Thousand One Hundred and Twenty Six Crores and Fifty Lakhs) to ` 25,274,000,000 /- (Rupees Two Thousand Five Hundred and Twenty Seven Crores and Forty Lakhs) by creation of additional 7,004,500,000 (Seven Hundred Crores and Forty Five Lakhs) equity shares of ` 2/- (Rupees Two each). The said increase in authorized share capital was pursuant to approval of shareholders through postal ballot/e-voting dated February 22, 2019 and also as per the terms of the Scheme (as defined below) approved by the Hon’ble National Company Law Tribunal (“NCLT”), Bengaluru Bench, on account of clubbing the authorized share capital of Appirio India Cloud Solutions Private Limited with and into the authorized capital of your Company. 66 During the year 2018-19, the Company allotted 1,681,717 equity shares and transferred 2,599,183 equity shares of ` 2/- each from Wipro Equity Reward Trust, pursuant to exercise of stock options by eligible employees and allotted 1,508,469,180 equity shares of ` 2/- each as bonus equity shares on March 8, 2019 by capitalization of sums standing to the credit of the free reserves and/or the securities premium account and/or the capital redemption reserve account of the Company. Consequently, the paid-up equity share capital of the Company as at March 31, 2019 stood at ` 12,067,870,776/- consisting of 6,033,935,388 equity shares of ` 2/- each. During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares. Transfer to Reserves Appropriations to general reserve for the financial year ended March 31, 2019 as per standalone and consolidated financial statements are as under: (` In millions) Standalone Consolidated 76,140 413,578 90,037 470,215 (1,605) (2,279) (975) - - - 481,852 552,158 Net profit for the year Balance of Reserve at the beginning of the year Adjustment on adoption of Ind AS 115 Adjustment on account of merger Transfer to General Reserve Balance of Reserve at the end of the year Subsidiary Companies 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 285 of this Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries. Audited financial statements together with related information and other reports of each of the subsidiary companies have also been placed on the website of the Company at www.wipro.com. During the financial year 2018-19, your Company invested an aggregate of ` 36,373 million in its direct subsidiaries. Apart from this, your Company funded its subsidiaries, from time to time, as per the fund requirements, through loans, guarantees and other means to meet working capital requirements. Wipro LimitedDuring the financial year 2018-19, your Company has carried out restructuring of its following subsidiaries: Particulars of Loans, Advances, Guarantees and Investments a) Merger of Wipro Technologies Austria GmbH, Wipro Information Technology Austria GmbH, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited (wholly owned subsidiaries) with and into Wipro Limited pursuant to order dated March 29, 2019 passed by NCLT approving the scheme of amalgamation (“Scheme”) for the aforesaid merger. As per the said Scheme, the appointed date is April 1, 2018. b) Liquidation of Appirio Singapore Pte Ltd and Appirio GmbH. Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements. Deposits Your Company has not accepted any deposits from 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. c) Merger of Cellent Mittelstandsberatung GmbH with and into Cellent GmbH, Germany. II. Business d) Reduction of the Company’s equity holding in WAISL Limited (formerly known as Wipro Airport IT Services Limited), which was a joint venture between Wipro Limited and Delhi International Airport Limited, from 74% to 11%, by selling the stake to Antariksh Softtech Private Limited on April 5, 2018. e) Setting up of a new subsidiary namely Wipro IT Services S.R.L in Romania. f) Setting up of a new subsidiary namely Wipro US Foundation in USA. Transfer to Investor Education and Protection Fund a) As required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), during the year 2018-19, unclaimed dividend for financial years 2010-11 and 2011-12 of ` 7,929,792/- and ` 4,714,164/- respectively, were transferred to the Investor Education and Protection Fund (“IEPF”). b) Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and the IEPF Rules, during the year 2018-19, 60,958 equity shares in respect of which dividend has not been claimed for the final dividend declared in financial year 2010-11 and interim dividend declared in financial year 2011-12 were transferred to the IEPF authority. c) Pursuant to Rule 6(8) of the IEPF Rules, under the bonus issue, 426,445 equity shares were allotted to the IEPF authority based on their shareholding as on the record date of March 7, 2019 and an amount of ` 102,485 /- pertaining to sale proceeds of fractional bonus shares were transferred to the IEPF. Your Company is a leading information technology, consulting and business process services company. Your Company’s range of services includes digital strategy, customer-centric design, consulting, infrastructure services, business process services, research and development, cloud, mobility and advanced analytics and product engineering. Your Company offers its customers a variety of commercial models including time and material, fixed price, capacity based, pay-per-use, as-a-service and outcome based models. Your Company offers all of these services and models globally by leveraging its proprietary products, platforms, partnerships and solutions, including state of the art automation technologies such as cognitive intelligence tool, Wipro HOLMES Artificial Intelligence PlatformTM (“Wipro HOLMESTM”). The vision for your Company’s business is “to earn our clients’ trust and maximize value of their businesses by helping them in their journey to ‘re-invent’ their business and operating models with its ‘Digital’ first approach and best in class execution”. To realize its vision and strategy, your Company is prioritizing and investing to drive growth in key strategic fields such as digital, cloud, cybersecurity and industrial and engineering services through its “Big Bet” program. For example, your Company’s “Big Bet” in each of digital and cloud are at the heart of its Business Re-imagination and Engineering Transformation and Modernization pillars, while the “Big Bet” in industrial and engineering services is central to its Connected Intelligence pillar and the “Big Bet” in cyber security is central to its Trust pillar. Your Company provides its clients with competitive advantages by applying various emerging technologies and ensuring cyber resilience and cyber assurance. Your Company works with its clients not only to enable their 67 Annual Report 2018-19digital future, but also to drive hyper efficiencies across their technology infrastructure, applications and core operations, enabling them to achieve cost leadership in their businesses. Going forward, digital enterprises will increasingly require partners, such as Wipro, who are able to bring capabilities that span consultancy, design, engineering, systems integration and operations to enable them to achieve digital transformation. These combined capabilities will only be effective if delivered in the context of the relevant industry or domain. Hence, it is critical to your Company that it provides strong domain expertise along with “Digital”. Your Company has invested significantly in building domain expertise and will continue to strengthen its domain capabilities. Your Company’s IT Products segment provides a range of third-party IT products, which allows it to offer comprehensive IT system integration services. These products include computing, platforms and storage, networking solutions, enterprise information security and software products, including databases and operating systems. Your Company continues to focus on being a system integrator of choice where it provides IT Products as a complement to its IT Services offerings rather than sell standalone IT Products. Sector Outlook According to the Strategic Review 2019 published by NASSCOM (the “NASSCOM Report”), “Digital” continues to drive growth (more than 30% of growth in fiscal year 2019) and now contributes $33 billion to the overall IT industry in India. Technologies such as industrial automation, robotics, cloud, Internet of things (“IoT”), augmented reality (“AR”)/virtual reality (“VR”) and blockchain continue to fuel growth. Global IT service providers offer a range of end–to-end software development, digital services, IT business solutions, research and development services, technology infrastructure services, business process services, consulting and related support functions. According to the NASSCOM Report, IT export revenues from India grew by 8.3% to an estimated $136 billion in fiscal year 2019. Acquisitions, Divestments and Investments Acquisitions are a key enabler for driving capability to build industry domain, focus on key strategic areas, strengthen presence in emerging technology areas including Digital, and increase market footprint in newer markets. Your Company focuses on opportunities where it can further develop its domain expertise, specific skill sets and its global delivery model to maximize service and product enhancements and higher margins. During July 2018, your Company has entered into a strategic partnership arrangement with Alight Solutions, a leader in technology-enabled health, wealth, HR and finance solutions, which will reshape the HR services industry by providing Alight’s clients with the breadth and depth of capabilities from the two industry-leading organizations. Your Company has also divested its Workday and Cornerstone OnDemand business to Alight Solutions LLC. Further, your Company completed divestment of its data center services business to Ensono Holdings, LLC, a leading hybrid IT services provider, consisting of Wipro Data Centre and Cloud Services, Inc. (USA) and data center services business in certain other countries. The strategic investment arm of your Company, Wipro Ventures is a $100 million fund that invests in early to mid- stage enterprise software startups. As of March 31, 2019, Wipro Ventures has active investments in and partnered with 13 startups in the following areas – AI (Avaamo, Inc., Vicarious FPC, Inc.), Business Commerce (Tradeshift, Inc.), Cybersecurity (IntSights Cyber Intelligence Ltd., Vectra Networks, Inc., CyCognito), Data Management (Imanis Data, Inc.), Industrial IoT (Altizon Systems Private Ltd.), Fraud & Risk Mitigation (Emailage Corp.), Testing Automation (Headspin, Inc., Tricentis GmbH) and Cloud Infrastructure (Cloudgenix, Moogsoft). In addition to direct investments in emerging startups, Wipro Ventures had invested in four enterprise-focused venture funds: TLV Partners, Work- Bench Ventures, Glilot Capital Partners and Boldstart Ventures. During the year ended March 31, 2019, one of our portfolio companies, Demisto, was acquired. Management Discussion and Analysis Report In terms of Regulation 34 of the Listing Regulations and SEBI circular 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 Management Discussion and Analysis report (“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 pages 18 to 64 of this Annual Report. The MD&A Report provides a consolidated perspective of economic, social and environmental aspects material to its strategy and its ability to create and sustain value to your Company’s key stakeholders and includes aspects of reporting as required by Regulation 34 of the Listing Regulations on Business Responsibility Report. Statutory section of Business Responsibility Report is provided from pages 346 to 352 of this Annual Report. 68 Wipro LimitedKey Awards and Recognitions Your Company is one of the most admired and recognized companies in the IT industry. Your Company won several awards and accolades, out of which key recognitions are given below: 1. Wipro was ranked as the third fastest growing global IT Services brand in 2019 in a study conducted by Brand Finance, the world’s leading brand valuation firm. 2. Wipro received ‘Quality Global Supplier’ award from innogy SE. 3. Wipro was rated a Leader in Digital Transformation in ITSMA Report. 4. Wipro has been recognized as a Leader in Digital Process Automation by Independent Research Firm. 5. Wipro was included in the Dow Jones Sustainability Index (DJSI) – World and Emerging Markets for the 9th time in succession. 6. Wipro has been cited as a Leader in Everest Group’s Digital Workplace Services PEAK Matrix assessment. 7. Wipro’s Intellectual Property Portfolio was Recognized with National IP Award and WIPO Enterprise IP Trophy. 8. Wipro was cited as a Leader in Gartner’s Magic Quadrant for Data Center Outsourcing and Hybrid Infrastructure Managed Services, North America. 9. Wipro has been recognized for second successive year in the “Leadership” category for corporate governance practices on the basis of the Indian Corporate Governance Scorecard, which is a framework developed jointly by International Finance Corporation, a member of the World Bank group, BSE Limited and Institutional Investor Advisory Services based on globally accepted G20/OECD principles. Further details of awards and accolades won by your Company are provided at page 11 of this Annual Report. followed by your Company, together with a certificate from V. Sreedharan & Associates, Practising Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided in page 115 of this Annual Report. Board of Directors Board 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, 2019, the Board comprised of three Executive Directors and eight Non- Executive Independent Directors. Definition of ‘Independence’ of Directors is derived from Regulation 16 of the Listing Regulations, the 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, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board of Directors, after undertaking assessment and on evaluation of the relationships disclosed, considered the following Non-Executive Directors as Independent Directors: a) Mr. N Vaghul b) Dr. Ashok S Ganguly c) Mr. M K Sharma d) Mrs. Ireena Vittal e) Mr. William Arthur Owens f) Dr. Patrick J Ennis g) Mr. Patrick Dupuis h) Mrs. Arundhati Bhattacharya All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV of the Companies Act, 2013. III. Governance and Ethics Number of Meetings of the Board 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 The Board met five times during the financial year 2018-19 on April 24-25, 2018, June 8, 2018, July 19-20, 2018, October 23-24, 2018 and January 17-18, 2019. The maximum interval between any two meetings did not exceed 120 days. Directors and Key Managerial Personnel At the 72nd Annual General Meeting (AGM) held on July 19, 2018, Mrs. Ireena Vittal was re-appointed as an Independent Director for a second term with effect from October 1, 2018 to September 30, 2023. 69 Annual Report 2018-19Pursuant to the recommendation of Board Governance, Nomination and Compensation Committee, and subject to approval of the Members of the Company, the Board at its meeting held on October 24, 2018, approved appointment of Mrs. Arundhati Bhattacharya as Additional Director, designated as Independent Director of the Company for a term of 5 years from January 1, 2019 to December 31, 2023. Further, the shareholders of the Company approved the aforesaid appointment vide resolution passed by way of postal ballot/e-voting dated June 1, 2019. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Abidali Z Neemuchwala will retire by rotation at the 73rd AGM and being eligible, has offered himself for re-appointment. The Board of Directors of the Company, at their meeting held on June 6, 2019, approved the following, subject to approval of the Members: 1. Appointment of Mr. Azim H Premji as Non-Executive Director for a period of 5 years with effect from July 31, 2019 to July 30, 2024 and conferred him with the title of Founder Chairman of the Company. Mr. Azim H Premji will retire from his current position as Executive Chairman and Managing Director effective July 30, 2019. 2. Re-appointment of Mr. Rishad A Premji as Whole Time Director for a period of 5 years with effect from July 31, 2019 to July 30, 2024 (designated as Executive Chairman by the Board of Directors of the Company). As and when the amendments to Regulation 17(1B) of the Listing Regulations requiring appointment of Non-Executive Chairman by listed entities come into effect, Mr. Rishad A Premji will cease to perform any executive roles in the Company and continue in the capacity of Non-Executive Director (designated as “Non-Executive Chairman” by the Board of Directors) of the Company, such that the Company remains compliant with the Listing Regulations in force at all times. 3. Designated and appointed Mr. Abidali Z Neemuchwala as Managing Director of the Company with effect from July 31, 2019 till the end of his current term, in addition to his existing position as Chief Executive Officer of the Company. Committees of the Board The Company’s Board has the following committees: 1. Audit, Risk and Compliance Committee, which also acts as Risk Management Committee. 70 2. Board Governance, Nomination and Compensation Committee, which also acts as Corporate Social Responsibility Committee. 3. Strategy Committee. 4. Administrative and Shareholders/Investors Grievance Committee (Stakeholders’ Relationship Committee). Details of terms of reference of the Committees, Committee membership and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report from pages 122 to 125 of this Annual Report. Board Evaluation In line with the Corporate Governance Guidelines of your Company, Annual Performance Evaluation was conducted for all Board Members, for the Board and its Committees. This evaluation was led by the Chairman of the Board Governance, Nomination and Compensation Committee with specific focus on performance and effective functioning of the Board. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013 and the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI in January 2017. The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc. Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organization’s strategy, etc. The outcome of the Board evaluation for financial year 2018-19 was discussed by the Board Governance, Nomination and Compensation Committee and the Board at their meeting held in April 2019. The Board has received highest ratings on Board communication and relationships, functioning of Board Committees and legal Wipro Limited and financial duties. The Board noted the actions taken in improving Board effectiveness based on feedback given in the previous year. Further, the Board also noted areas requiring more focus in the future, which include spending more time on trends, long-term threats and opportunities. Policy on Director’s Appointment and Remuneration The Board Governance, Nomination & Compensation Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), senior management personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Company’s website at https://www.wipro.com/content/dam/nexus/en/investor/ corporate-governance/policies-and-guidelines/ethical- guidelines/wipro-limited-remuneration-policy.pdf. We affirm that the remuneration paid to Directors is in accordance with the remuneration policy of the Company. Risk Management Your Company has put in place an Enterprise Risk Management (ERM) framework and adopted an enterprise risk management policy based on globally recognized standards. The ERM framework is administered by the Audit, Risk and Compliance Committee. The objective of the ERM framework is to enable and support achievement of business objectives through risk-intelligent assessment apart from placing significant focus on constantly identifying and mitigating risks within the business. The ERM Framework covers various categories of risks including, inter alia, information security and cyber security risks, effectiveness of the controls that have been implemented to prevent such risks and continuous improvement of the systems and processes to mitigate such risks. For more details on the Company’s risk management framework, please refer page 27 of this Annual Report. 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 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 On December 31, 2018, Securities and Exchange Board of India amended the Prohibition of Insider Trading Regulations, 2015, prescribing various new requirements with effect from April 1, 2019. In line with the amendments, your Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of 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/corporate-governance. Vigil Mechanism Your Company has adopted an Ombuds process as a channel for receiving and redressing complaints from employees and Directors, as per the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. The Ombuds policy of the Company was amended to align with the requirements under 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 reporting of fraudulent financial or other information to the stakeholders, 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 employees who report under the Vigil Mechanism or participates in the investigation. Awareness of policies is created by sending group mailers highlighting actions taken by the Company against the errant employees. Mechanism followed under Ombuds process has been displayed on the Company’s intranet and website at www.wipro.com. The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company was denied access to the Audit, Risk & Compliance Committee. 71 Annual Report 2018-19Information Required under Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013 (b) Your Company has constituted Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. Details of complaints received/disposed during the financial year 2018-19 is provided on page 126 of this Annual Report. 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. An abridged policy on related party transactions has been placed on the Company’s website https://www.wipro.com/corporate-governance. All related party transactions are placed on a quarterly basis before the Audit, Risk and Compliance Committee and before the Board for approval. 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. The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure I to this Annual Report. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed half yearly report on Related Party Transactions with the Stock Exchanges, for the year ended March 31, 2019. 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; 72 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; 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; the Directors have prepared the annual accounts on a going concern basis; 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; and (c) (d) (e) (f) as required under Section 134(5)(f) of the Companies Act, 2013, and according to the information and explanations presented to us, based on the review done by the Audit, Risk and Compliance Committee and as recommended by it, we, the Board, hereby, state that 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 (WESOP)/Restricted Stock Unit Plans Your Company has instituted various employee stock options plans/restricted stock unit plans from time to time to motivate, incentivize and reward employees. The Board Governance, Nomination and Compensation Committee administers these plans. The stock option plans are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“Employee Benefits Regulations”) and there have been no material changes to these plans during the financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with Securities and Exchange Board of India circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 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. Wipro LimitedParticulars 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 II 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 ` 102 lakhs or more and, employees employed for part of the year and in receipt of remuneration of ` 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 III to this report. IV. Internal Financial Controls and Audit Internal Financial Controls and their Adequacy The Board of your Company has laid down internal financial controls to be followed by the Company and that 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 Auditors At the 71st AGM held on July 19, 2017, the Members of the Company approved the appointment of Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards on such terms and conditions and remuneration as may be decided by the Audit, Risk and Compliance Committee. Accordingly, Deloitte Haskins & Sells LLP will continue as statutory auditors of the Company till the financial year 2021- 22. Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 73rd AGM. Auditors’ Report There are no qualifications, reservations or adverse remarks made by Deloitte Haskins & Sells LLP, Statutory Auditors, in their report for the financial year ended March 31, 2019. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not 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, Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2019 is enclosed as Annexure IV to this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. Cost Records and Audit 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 for the business activities carried out by the Company. V. Social Responsibility and Sustainability Corporate Social Responsibility Your Company is at the forefront of Corporate Social Responsibility (CSR) and sustainability initiatives and practices. Your Company believes in making lasting impact towards creating a just, equitable, humane and sustainable society. Your Company has been involved with social initiatives for more than a decade and half and engages in various activities in the field of education, primary healthcare and communities, ecology and environment, etc. Your Company has won several awards and accolades for its CSR and sustainability efforts. As per the provisions of the Companies Act, 2013, companies having net worth of ` 500 crores or more, or turnover of `1,000 crores or more or net profit of ` 5 crores or more during the immediately preceding financial year are required to constitute a Corporate Social Responsibility (CSR) committee of the board comprising three or more directors, at least one of whom should be an independent director and such company shall spend at least 2% of the average net profits of the company’s three immediately preceding financial years towards CSR activities. Accordingly, your Company spent ` 1,853 million towards CSR activities during the financial year 2018-19. The contents of the CSR policy and CSR Report for the year 2018-19 is attached as Annexure V to this report. Contents of the CSR policy are also available on the Company’s website at https://www.wipro.com/corporate-governance. 73 Annual Report 2018-19The terms of reference of CSR Committee, framed in accordance with Section 135 of the Companies Act, 2013, forms part of Board Governance, Nomination and Compensation Committee. The Committee consists of three independent directors, Dr. Ashok S Ganguly, Mr. N Vaghul and Mr. William Arthur Owens, as its members. Dr. Ashok S Ganguly is the Chairman of the Committee. 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. VI. Other Disclosures Foreign Exchange Earnings and Outgoings During the year 2018-19, your Company’s foreign exchange earnings were ` 444,584 million and foreign exchange outgoings were ` 230,362 million as against ` 391,807 million of foreign exchange earnings and ` 207,831 million of foreign exchange outgoings for the financial year 2017-18. Extract of Annual Return Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual return as on March 31, 2019 in form MGT-9 is enclosed as Annexure VI to this report. Additionally, your Company has also placed a copy of annual return for the financial year 2017-18 on its website at https://www. wipro.com/investors/annual-reports/. Material Changes and Commitments Affecting the Financial Position of the Company There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report. Details of Significant and Material Orders Passed by the regulators/courts/tribunals Impacting the going concern status and the Company’s operations in future There are no significant material orders passed by the regulators/courts/tribunals which would impact the going concern status of the Company and its future operations. Acknowledgements and Appreciation Your Directors take this opportunity to thank its customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to your Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of your Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence has ensured that your Company continues to be a significant and leading player in the IT Services industry. For and on behalf of the Board of Directors, Bengaluru June 6, 2019 Azim H Premji Executive Chairman 74 Wipro Limited I e r u x e n n A s e i t r a p d e t a l e r h t i w e d a m s t n e m e g n a r r a / s t c a r t n o c f o s r a l u c i t r a P 2 - C O A . o N m r o F e h t f o ) 2 ( 8 e l u R d n a 3 1 0 2 , t c A s e i n a p m o C e h t f o 4 3 1 n o i t c e S f o ) 3 ( n o i t c e s - b u s f o ) h ( e s u a l c o t t n a u s r u P [ ] 4 1 0 2 , s e l u R ) s t n u o c c A ( s e i n a p m o C - b u s n i o t d e r r e f e r s e i t r a p d e t a l e r h t i w y n a p m o C e h t y b o t n i d e r e t n e s t n e m e g n a r r a / s t c a r t n o c f o s r a l u c i t r a p f o e r u s o l c s i d e h t o t s n a t r e p m r o F s i h T i . o t e r e h t o s i v o r p d r i h t r e d n u s n o i t c a s n a r t h t g n e l s ’ m r a n a t r e c g n d u i i l c n i 3 1 0 2 , t c A s e n a p m o C e h t i f o 8 8 1 n o i t c e S f o ) 1 ( n o i t c e s ) n M ` ( t n u o m A * s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D i p h s n o i t a l e R f o e r u t a N y t r a P d e t a l e R f o e m a N . s i s a b h t g n e l s ’ m r a t a t o n e r e w h c i h w , 9 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t g n i r u d o t n i d e r e t n e s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c o n e r e w e r e h T ’ s i s a b h t g n e l s m r a t a s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c l a i r e t a m f o s l i a t e D d l o h s e r h t y t i l a i r e t a m e h t g n i s s o r c 9 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t g n i r u d o t n i d e r e t n e s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c l a i r e t a m o n e r e w e r e h T e h t r o f s i s a b h t g n e l s ’ m r a t a s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c f o s l i a t e d e h T . y n a p m o C e h t f o r e v o n r u t d e t a d i l o s n o c l a u n n a e h t f o % 0 1 f o ’ s i s a b h t g n e l s m r a t a t o n s n o i t c a s n a r t r o s t n e m e g n a r r a r o s t c a r t n o c f o s l i a t e D : s w o l l o f s a e r a 9 1 0 2 , 1 3 h c r a M d e d n e r a e y 9 5 4 , 1 4 7 0 , 5 3 8 6 0 2 2 2 9 6 3 7 5 1 8 5 4 , 1 3 7 6 , 1 9 2 0 2 1 2 3 8 7 5 4 2 2 2 6 2 9 8 0 , 1 5 0 7 9 0 . 0 9 9 7 6 1 0 6 1 9 3 8 , 1 7 9 2 , 2 6 1 1 4 4 0 3 4 2 7 8 4 5 9 6 4 , 1 1 1 5 , 1 s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 5 0 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 2 1 - 1 0 - 1 0 i g n o g n O - 9 0 - 4 0 - 1 0 i g n o g n O - 0 1 - 4 0 - 1 0 i g n o g n O - 8 0 - 6 0 - 1 0 i g n o g n O - 7 0 - 4 0 - 1 0 i g n o g n O - 5 0 - 4 0 - 1 0 i g n o g n O - 1 1 - 3 0 - 1 0 i g n o g n O - 8 0 - 5 0 - 1 0 i g n o g n O - 6 1 - 1 0 - 1 0 i g n o g n O - 2 1 - 1 1 - 2 1 i g n o g n O - 4 1 - 5 0 - 5 1 i g n o g n O - 0 1 - 1 1 - 1 0 i g n o g n O - 2 1 - 1 1 - 1 0 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 2 1 - 4 0 - 1 0 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 4 0 - 4 0 - 7 2 i g n o g n O - 2 1 - 8 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 9 0 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 3 1 - 4 0 - 1 0 i g n o g n O - 4 1 - 8 0 - 6 1 i g n o g n O - 6 1 - 3 0 - 1 3 i g n o g n O - 6 1 - 3 0 - 1 0 i g n o g n O - 8 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 6 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 7 1 - 1 0 - 1 0 i g n o g n O - 0 1 - 4 0 - 1 0 i g n o g n O - 6 0 - 2 1 - 3 2 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S d e t i m i L ) y r a t e i r p o r P ( a c i r f A h t u o S s e i g o l o n h c e T o r p W i C L L , s a c i r e m A s n o i t u l o S s c i t y l a n A x a m o r P o r p W i d e t i m i L a i r e g i N s e i g o l o n h c e T o r p W i d e t i m i L i a h g n a h S o r p W i d t L y t P a i l a r t s u A s e i g o l o n h c e T o r p W i d e t i m i L a d a n a C s n o i t u l o S o r p W i D H B N D S s e i g o l o n h c e T o r p W i d e t i m i L e t P s k r o w t e N o r p W i d e t i m i L u d g n e h C o r p W i H b m G y n a m r e G t i n g i s e D S / A k r a m n e D t i n g i s e D . c n I , s e c i v r e S n a l P h t l a e H i S A S a b m o l o C t i n g i s e D H b m G t n e l l e C . c n I , o i r i p p A . . O O Z P S d n a l o P s e c i v r e S T I o r p W i d e t i m i L o C ) d n a l i a h T ( o r p W i a i s e n o d n I T W . T P P L L n a t s h k a z a K y g o l o n h c e T n o i t a m r o f n I o r p W i d e t i m i L ) d n a l e r I ( s e c i v r e S g n i c r u o s t u O o r p W i a d t L a i g o l o n h c e T l i s a r B o d o r p W i . A S . l a g u t r o P o r p W i d e t i m i L s e i g o l o n h c e T o r p W i A P S e l i h C y g o l o n h c e T o r p W i H b m G s e i g o l o n h c e T o r p W i . V B s d n a l r e h t e N y g o l o n h c e T n o i t a m r o f n I o r p W i C L L - s t n a t l u s n o C s t e k r a M l a t i p a C s u p O C L L , s n o i t u l o S r e h g a l l a G o r p W i V C E D A S s e i g o l o n h c e T o r p W i A S s e i g o l o n h c e T o r p W i s e c i v r e S d n a s d o o G f o s e l a S C L L , o r p W i . . O O Z p S d n a l o P o r p W i d e t i m i L ) K U i ( s g n d l o H o r p W i d e t i i m i L . o C a b a r A o r p W i 75 Annual Report 2018-19 1 1 5 2 4 2 2 0 1 1 1 9 1 4 3 0 . 0 9 2 . 0 0 2 1 1 1 2 1 6 9 5 2 3 1 2 3 8 , 1 3 5 0 1 2 4 3 9 0 8 6 , 1 8 3 3 , 2 4 7 3 , 2 5 7 2 , 1 0 2 9 8 4 6 1 4 1 3 , 2 8 1 7 3 1 0 9 3 3 9 4 0 . 0 8 8 3 5 1 2 4 9 3 1 8 3 6 1 1 8 2 1 2 7 0 1 5 1 3 2 1 2 2 8 1 2 7 0 1 3 4 5 s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 7 1 - 4 0 - 1 0 i g n o g n O - 5 1 - 1 0 - 1 0 i g n o g n O - 8 1 - 3 0 - 1 3 i g n o g n O - 4 1 - 4 0 - 1 0 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S s r e t o m o r P y b d e l l o r t n o c y t i t n E i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O - 5 0 - 4 0 - 1 0 i g n o g n O - 8 0 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 2 1 - 1 0 - 1 0 i g n o g n O - 1 1 - 3 0 - 1 3 i g n o g n O - 9 0 - 4 0 - 1 0 i g n o g n O - 0 1 - 4 0 - 1 0 i g n o g n O - 7 0 - 4 0 - 1 0 i g n o g n O - 5 0 - 4 0 - 1 0 i g n o g n O - 1 1 - 3 0 - 1 0 i g n o g n O - 8 0 - 5 0 - 1 0 i g n o g n O - 6 1 - 1 0 - 1 0 i g n o g n O - 2 1 - 1 1 - 2 1 i g n o g n O - 0 1 - 1 0 - 1 0 i g n o g n O - 0 1 - 1 1 - 1 0 i g n o g n O - 2 1 - 1 1 - 1 0 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 2 1 - 4 0 - 1 0 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 2 1 - 4 0 - 1 0 i g n o g n O - 4 0 - 4 0 - 7 2 i g n o g n O - 2 1 - 8 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 9 0 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 1 0 - 1 0 i g n o g n O - 4 1 - 8 0 - 6 1 i g n o g n O - 2 1 - 8 0 - 1 0 i g n o g n O - 8 1 - 1 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 3 0 - 1 0 i g n o g n O - 6 1 - 3 0 - 1 3 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 5 1 - 2 1 - 0 3 s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C i o r p W h t i w e r u t n e v t n o J i d e t i m i L e t a v i r P s e s i r p r e t n E c i r t c e l E l a r e n e G d n a i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S d e t i m i L h s e d a l g n a B s e c i v r e S T I o r p W i d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i d e t i m i L e s i r p r e t n E s l a t i p s o H o l l o p A d e t i m i L e t a v i r P P B A d e t i m i L y n a p m o C s l e t o H n a d n i I e h T d e t i m i L y n a p m o C n a t i T d e t i m i L e t a v i r P e r a c h t l a e H E G o r p W i d e t i m i L s e s i r p r e t n E l a m a r i P s s e n i s u B f o l o o h c S n a d n i I d e t i i m i L s t n a P n a i s A C L L , s t n a t l u s n o C s t e k r a M l a t i p a C s u p O V C E D A S s e i g o l o n h c e T o r p W i s e c i v r e S f o e s a h c r u P C L L , g n i s s o r c o f n I C L L , o r p W i . c n I , s e n p p i i l i h P o r p W i d e t i m i L ) d n a l e r I ( s e c i v r e S g n i c r u o s t u O o r p W i d e t i m i L . o C ) d n a l i a h T ( o r p W i L R S s e i g o l o n h c e T o r p W i a i s e n o d n I T W . T P a d t L a i g o l o n h c e T l i s a r B o d o r p W i . A S . l a g u t r o P o r p W i d e t i m i L s e i g o l o n h c e T o r p W i A P S e l i h C y g o l o n h c e T o r p W i H b m G s e i g o l o n h c e T o r p W i A S s e i g o l o n h c e T o r p W i . . O O Z P S d n a l o P o r p W i . . O O Z P S d n a l o P s e c i v r e S T I o r p W i d e t i m i L ) y r a t e i r p o r P ( a c i r f A h t u o S s e i g o l o n h c e T o r p W i d e t i m i L a i r e g i N s e i g o l o n h c e T o r p W i C L L s a c i r e m A s n o i t u l o S s c i t y l a n A x a m o r P o r p W i d t L y t P a i l a r t s u A s e i g o l o n h c e T o r p W i i a m n o n A d a d e i c o S . T . W s e i g o l o n h c e T o r p W i d t L y t P a i l a r t s u A s e i g o l o n h c e T o r p W i d e t i m i L a d a n a C s n o i t u l o S o r p W i C A S u r e P s e i g o l o n h c e T o r p W i d e t i m i L e t P s k r o w t e N o r p W i d e t i m i L u d g n e h C o r p W i d e t i m i L i a h g n a h S o r p W i K K n a p a J o r p W i H b m G y n a m r e G t i n g i s e D d e t i m i L o y k o T t i n g i s e D S / A k r a m n e D t i n g i s e D S / A o l s O t i n g i s e D L S i l a t i g i D n a p S t i n g i s e D d e t i m i L V . L . T t i n g i s e D d e t i m i L ) n a i l a D ( o r p W i B A n e d e w S t i n g i s e D S / A t i n g i s e D L L W d e t i i m i L n a r h a B o r p W i ) n M ` ( t n u o m A * s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D i p h s n o i t a l e R f o e r u t a N y t r a P d e t a l e R f o e m a N C L L a h o D o r p W i C L L f l u G o r p W i 76 Wipro Limited ) n M ` ( t n u o m A * s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D i p h s n o i t a l e R f o e r u t a N y t r a P d e t a l e R f o e m a N 5 3 0 3 9 5 3 0 9 3 , 2 7 2 2 0 3 8 9 2 2 1 6 5 5 4 3 1 0 4 2 3 0 . 0 1 1 8 4 5 6 7 8 3 0 2 1 8 5 4 3 9 5 6 2 . 0 2 4 1 8 1 9 6 7 4 . 0 5 5 4 6 1 8 1 9 4 4 2 3 3 3 9 3 1 2 4 9 3 . 0 2 7 5 s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g y c i l o P T P R r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A s e n i i l e d u g g n i c i r P r e f s n a r T r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A t n e m e e r g A r e p s A s e e f e c i v r e S t n e m e g a n a M s e e f e c i v r e S t n e m e g a n a M i g n o g n O - 6 1 - 6 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 6 1 - 4 0 - 1 0 i g n o g n O - 7 1 - 1 0 - 1 0 i g n o g n O - 8 1 - 1 0 - 1 0 i g n o g n O - 7 1 - 1 0 - 1 0 i g n o g n O - 7 1 - 0 1 - 3 2 i g n o g n O - 9 1 - 2 0 - 9 1 i g n o g n O - 8 1 - 4 0 - 1 0 i g n o g n O - 8 1 - 3 0 - 1 0 i g n o g n O - 7 1 - 6 0 - 2 1 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O - 1 1 - 3 0 - 1 0 i g n o g n O - 3 0 - 2 0 - 1 0 i g n o g n O - 1 0 - 3 0 - 6 2 i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 7 1 - 6 0 - 6 1 i g n n e p O - 4 1 - 4 0 - 1 0 i g n o g n O - 5 1 - 2 1 - 1 0 i g n o g n O - 5 1 - 1 0 - 1 0 i g n o g n O - 5 1 - 9 0 - 1 0 i g n o g n O - 2 1 - 8 0 - 1 0 i g n o g n O - 7 1 - 6 0 - 0 2 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O - 7 1 - 3 0 - 1 0 i g n o g n O - 6 1 - 1 0 - 1 0 i g n o g n O - 5 1 - 2 1 - 1 2 i g n o g n O - 6 1 - 3 0 - 1 0 i g n o g n O i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O i g n o g n O i g n o g n O - 4 1 - 4 0 - 1 0 i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S e t a i c o s s A e t a i c o s s A s r e t o m o r P y b d e l l o r t n o c y t i t n E s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S s r e t o m o r P y b d e l l o r t n o c y t i t n E r o t c e r i D f o e v i t a l e R i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S s r e t o m o r P y b d e l l o r t n o c y t i t n E i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S s r e t o m o r P y b d e l l o r t n o c y t i t n E s r e t o m o r P y b d e l l o r t n o c y t i t n E s r e t o m o r P y b d e l l o r t n o c y t i t n E s r e t o m o r P y b d e l l o r t n o c y t i t n E e t a v i r P a d n i I s e c i v r e S R H t h g i l A s a n w o n k y l l a m r o f ( d e t i m i L e t a v i r P a d n i I s e c i v r e S R H o r p W i H b m G e i g o l o n h c e t s n o i t a m r o f n I x r o w t n o r F ) d e t i m i L d e t i m i L s e i g o l o n h c e T e c n e g r e v n o C a i r t A d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i y r t s u d n I i n a d n I f o n o i t a r e d e f n o C s s e n i s u B f O l o o h c S n a d n i I d e t i m i L s r e p o l e v e D y t i C d l r o W a r d n h a M i d t L y t P a i l a r t s u A s e i g o l o n h c e T o r p W i d e t i m i L s e c i v r e S l e v a r T o r p W i H b m G s e i g o l o n h c e T o r p W i d i a P n o i s s i m m o C K K n a p a J o r p W i d e t i m i L p u o r G m n e D i c n I , m a e r t s e v i r D i j m e r P H n e e m s a Y s r e d a r T m a h s a H d i a P t n e R . c n I , s e c i v r e S n a l P h t l a e H . C L L , e r a w t f o S r e p o o C ) d n a l e r I ( d t L o i r i p p A ) K U ( d t L o i r p p A H b m G t n e l l e C H b m G t n e l l e C . c n I , o i r i p p A d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i n o i s s i m m o C e e t n a r a u G e t a r o p r o C H b m G s e i g o l o n h c e T o r p W i L R S s e i g o l o n h c e T o r p W i C L L o r p W i L S i l a t i g i D n a p S t i n g i s e D K K n a p a J o r p W i C L L o r p W i d e t i m i L ) K U i ( s g n d l o H o r p W i . . . O O Z P S d n a l o P s e c i v r e S T I o r p W i d e t i m i L ) y r a t e i r p o r P ( a c i r f A h t u o S s e i g o l o n h c e T o r p W i d t L y t P a i l a r t s u A s e i g o l o n h c e T o r p W i d e t i m i L a d a n a C s n o i t u l o S o r p W i d e t i m i L ) K U i ( s g n d l o H o r p W i C L L s n o i t u l o S e c n a r u s n I o r p W i d e t i i m i L . o C a b a r A o r p W i C L L f l u G o r p W i e m o c n I l a t n e R . C L L , s n o i t u l o S r e h g a l l a G o r p W i d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i d e t i m i L s e c i v r e S l e v a r T o r p W i S / A k r a m n e D t i n g i s e D C L L o r p W i s e e F e c i v r e S t n e m e g a n a M n o i t a d n u o F i j m e r P m i z A n o i t a d n u o F i j m e r P m i z A d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i 77 Annual Report 2018-19 1 8 2 . 0 5 4 1 . 0 3 2 . 0 2 7 2 . 0 6 3 . 0 1 3 1 1 9 1 . 0 5 0 . 0 1 2 . 0 1 1 1 1 1 8 1 . 0 3 4 6 4 0 . 0 1 0 . 0 2 1 0 . 0 6 1 2 . 0 1 4 1 1 1 0 . 0 3 1 0 . 0 6 4 1 . 0 n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A n o i t a c o l l A r e p s A s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O s i s a B t s o C l a u t c A n O i g n o g n O - 4 1 - 4 0 - 1 0 s r e t o m o r P y b d e l l o r t n o c y t i t n E d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i n o i t a c o l l A t s o C n o i t a s n e p m o C ) U S R ( t i n U k c o t S d e t c i r t s e R i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O - 4 1 - 4 0 - 1 0 i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i g n o g n O i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S i y r a d i s b u S s r e t o m o r P y b d e l l o r t n o c y t i t n E s r e t o m o r P y b d e l l o r t n o c y t i t n E s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C s r o t c e r i D n o m m o C i o r p W h t i w e r u t n e v t n o J i d e t i m i L e t a v i r P s e s i r p r e t n E c i r t c e l E l a r e n e G d n a i y r a d i s b u S i y r a d i s b u S H b m G a i r t s u A y g o l o n h c e T n o i t a m r o f n I o r p W i a d t L a i g o l o n h c e T l i s a r B o d o r p W i H b m G s e i g o l o n h c e T o r p W i . A S . l a g u t r o P o r p W i C L L , g n i s s o r c o f n I L L W d e t i i m i L n a r h a B o r p W i d e t i i m i L . o C a b a r A o r p W i H b m G t n e l l e C C L L , f l u G o r p W i K K n a p a J o r p W i . C L L , s n o i t u l o S r e h g a l l a G o r p W i d e t i m i L ) y r a t e i r p o r P ( a c i r f A h t u o S s e i g o l o n h c e T o r p W i d e t i m i L o C ) d n a l i a h T ( o r p W i . . A S a i g o l o n c e T e d s o c i v r e S l i s a r B o d o r p W i d e t i m i L s e i g o l o n h c e T e c n e g r e v n o C a i r t A d e t i m i L e s i r p r e t n E s l a t i p s o H o l l o p A d e t i i m i L s t n a P n a i s A d e t i m i L a l p C i d e t i m i L s r e p o l e v e D y t i C d l r o W a r d n h a M i d e t i m i L y n a p m o C s l e t o H n a d n i I e h T d e t i m i L s e s i r p r e t n E l a m a r i P y r t s u d n I i n a d n I f o n o i t a r e d e f n o C s s e n i s u B f o l o o h c S n a d n i I d e t i m i L e t a v i r P e r a c h t l a e H E G o r p W i d e t i m i L y n a p m o C n a t i T d e t i m i L s t i r i p S d e t i n U d e t i m i L e t a v i r P s e s i r p r e t n E o r p W i . c n I , s e c i v r e S n a l P h t l a e H s t s o C r e h t O n o i t a d n u o F i j m e r P m i z A d e t i m i L e t a v i r P P B A L S i l a t i g i D n a p S t i n g i s e D S / A o l s O t i n g i s e D C L L , o r p W i s a n w o n k y l r e m r o F ( E S s u r p y C o r p W i ) d e t i m i L c i l b u P s u r p y C o r p W i g á s a s r á T ű g é s s ő l e l e F t l o t á l r o K y r a g n u H s g n d l o H o r p W i i . e v o b a d e n o i t n e m s a s n o i t c a s n a r t y t r a p d e t a l e r e h t r o f e m i t o t e m i t m o r f y n a p m o C e h t f o s r o t c e r i D f o d r a o B d n a e e t t i m m o C t i d u A e h t m o r f n e k a t n e e b e v a h s l a v o r p p a e t a i r p o r p p A * y r a t e r c e S y n a p m o C n a h K a l l u a n a S M l u h g a V N r o t c e r i D r o t c e r i D g n i g a n a M & n a m r i a h C e v i t u c e x E i j m e r P H m i z A l a l a D a r d n a h c n i v a r P n i t a J r e c fi f O l a i c n a n F f e h C i i a l a w h c u m e e N Z i l a d b A i r e c fi f O e v i t u c e x E f e h C i r o t c e r i D e v i t u c e x E & 9 1 0 2 , 6 e n u J u r u l a g n e B ) n M ` ( t n u o m A * s m r e t t n e i l a S t c a r t n o C f o n o i t a r u D i p h s n o i t a l e R f o e r u t a N y t r a P d e t a l e R f o e m a N 78 Wipro Limited Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014. Annexure II Remuneration paid to Whole Time Directors Name of Directors Designation Azim H Premji Abidali Z Neemuchwala Rishad A Premji Executive Chairman and Managing Director Chief Executive Officer and Executive Director Executive Director and Chief Strategy Officer Remuneration paid to Other Directors Name of Directors Designation N Vaghul Independent Director Dr. Ashok S Ganguly Independent Director Independent Director M K Sharma Independent Director Ireena Vittal Independent Director William A Owens Independent Director Dr. Patrick J Ennis Independent Director Patrick A Dupuis Independent Director Arundhati Bhattacharya** % Increase/Decrease of remuneration in 2019 as compared to 2018* Ratio of remuneration to MRE* Ratio of remuneration to MRE and WTD* 106.85 30.17 30.17 49.84 455.33 455.33 15.98 113.83 113.83 % Increase/Decrease of remuneration in 2019 as compared to 2018* Ratio of remuneration to MRE* Ratio of remuneration to MRE and WTD * 14.44 9.27 12.87 16.59 11.28 11.22 11.22 - 15.17 11.83 12.17 12.17 38.83 30.67 30.67 - 15.17 11.83 12.17 12.17 38.83 30.67 30.67 - MRE–Median Remuneration of employees, WTD – Whole Time Director * Rounded-off to two decimals **Comparable figure not provided for Mrs. Arundhati Bhattacharya as she was appointed w.e.f. January 1, 2019. Remuneration paid to other Key Managerial Personnel (KMP) Name of KMPs Designation Jatin Pravinchandra Dalal M Sanaulla Khan Chief Financial Officer Company Secretary % Increase/Decrease of remuneration in 2019 as compared to 2018* 30.93 36.32 Ratio of remuneration to MRE * Ratio of remuneration to MRE and WTD * 101.50 27.33 101.50 27.33 MRE- Median Remuneration of Employees, WTD- Whole Time Director *Rounded-off to two decimals 79 Annual Report 2018-191. 2. 3. 4. The median Remuneration of employees (MRE) excluding Whole Time Directors was ` 6,00,000 and ` 5,40,000 in fiscal 2019 and fiscal 2018 respectively. The increase in MRE excluding the Whole Time Director in fiscal 2019 as compared to fiscal 2018 is 11.11%. The median Remuneration of employees (MRE) including Whole Time Directors was ` 6,00,000 and ` 5,40,000 in fiscal 2019 and fiscal 2018 respectively. The increase in MRE including the Whole Time Director in fiscal 2019 as compared to fiscal 2018 is 11.11% The number of employees on the rolls of the Company as of March 31, 2019 and March 31, 2018, at a consolidated level was 171,425 and 159,923 respectively. The comparable number for the previous year has been re-casted. The aggregate remuneration of employees excluding WTD grew by 3.1% over the previous fiscal. The aggregate increase in salary for WTDs and other KMPs was 41.6% in fiscal 2019 over fiscal 2018, on account of the following: a. b. c. Computation of remuneration to Chief Executive Officer and Executive Director, and Chief Financial Officer is on an accrual basis and it includes the amortization of Restricted Stock Units (RSU) granted to them, which will vest over a period of time. This also includes RSUs that will vest based on performance parameters of the Company. Computation of remuneration of Executive Director and Chief Strategy Officer includes cash bonus (part of his variable pay) on an accrual basis, which is payable over a period of time. Computation of remuneration of Company Secretary includes perquisites value of Restricted Stock Units exercised during the financial year and does not include grant of such options. 5. The Company affirms that the remuneration is paid as per the remuneration policy of the Company. Variable Pay Compensation The variable pay of top executives including the Chief Executive Officer and Executive Directors is based on clearly laid out criteria and measures, which are linked to the desired performance and business objectives of the organization. The criteria for variable pay, which is paid out annually, includes both financial and non-financial parameters like revenue, profit achievement, customer satisfaction and other strategic goals as decided by the Board from time to time. Apart from the variable pay component, long term (typically greater than one year) incentives granted to the Chief Executive Officer and Executive Director includes both time-based and performance-based stock units (PSUs). The vesting of PSUs is based on performance parameters of the Company over a two-year period and is linked to pre-defined financial goals. Time-based stock units typically vest over a four-year period. The vesting pattern and schedule for both these types of stock units are as determined by the Board Governance, Nomination and Compensation Committee. 80 Wipro Limited r o t c e r i D s e c i v r e S s r e t s a M , n o i t a c i n u m m o C t n e m e g a n a M l a i r t s u d n I n i e v i t u c e x E d n a r e c fi f O e v i t u c e x E f e h C i y c n a t l u s n o C a t a T 7 2 1 5 d n a s c i n o r t c e l E , E B 6 5 7 , 8 1 2 , 3 7 2 5 1 - r p A - 1 # * a l a w h c u m e e N Z i l a d b A i 1 n o i t a n g i s e D t n e m y o l p m E t s a L e c n e i r e p x E e g A ) s r y ( l a n o i t a c u d E n o i t a c fi i l a u Q s s o r G n o i t a r e n u m e R f o e t a D i g n n i o J e h t f o e m a N e e y o l p m E . l S . o N ) ` ( ) y y y y - m m - d d ( I I I e r u x e n n A . 4 1 0 2 , s e l u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i i ( s e n a p m o C e h t f o ) 2 ( 5 e l u R r e p s a n o i t a m r o f n I r a e y e h t g n i r u d n w a r d y r a l a s f o s m r e t n i s e e y o l p m e 0 1 p o T ) A d n a s e l a S c i g e t a r t S - t n e d i s e r P a t a D d e y a o m A l t n e d i s e r P e c i V r o n e S i t n e m y o l p m E t s r i F i s e h p a r g o e G p u o r G - d a e H d n a t n e d i s e r P e c i V i r o n e S M B I A & M r e c fi f O y g o l o n h c e T f e h C i s t c u d o r P a t a D M C D r e c fi f O l a i c n a n F i r e c fi f O s e c r u o s e R i n a m u H f e h C & t n e d i s e r P i a d n I E G T I M - t n e d i s e r P E G o r p W i i f e h C d n a t n e d i s e r P e c i V r o n e S i i a d n I E G i g n i t a r e p O f e h C d n a t n e d i s e r P d e t i m i L C M C r e c fi f O r e c fi f O y g e t a r t S i f e h C d n a r o t c e r i D e v i t u c e x E y n a p m o C & n a B i 2 3 0 2 0 2 0 3 6 2 9 2 6 2 7 2 1 3 5 5 2 4 4 4 1 5 8 4 3 5 1 5 8 4 5 5 A F C , A B D G P , A C , E B 1 9 1 , 4 4 9 , 0 6 2 0 - l u J - 1 a r d n a h c n i v a r P n i t a J M D G P , h c e T B 2 1 5 , 7 4 1 , 9 6 2 9 - p e S - 3 M B y h t r u m u n a h B A B M , . . A B 7 1 0 , 6 0 3 , 8 6 7 0 - l u J - 0 2 i j m e r P A d a h s i R A M C , ) K U ( A M G C , ) A S U ( * l a l a D R I & M P - M D G P , . c S B . 5 1 1 , 3 8 2 , 4 5 9 0 - y a M - 1 1 l i v o G h b a r u a S g n i t e k r a M & e c n a n F i - A B M , E & S C h c e T B 0 2 8 , 9 0 7 , 0 5 7 1 - t c O - 3 o a R n a l i M E B 6 0 6 , 0 0 3 , 2 4 4 9 - y a M - 2 n a h b a n a m d a P d n a n A A B M , m o C B . 7 0 2 , 0 1 5 , 6 3 E M , . c S B . 3 1 0 , 2 1 6 , 9 3 2 9 - g u A - 3 2 0 - t c O - 6 1 i L n a n a m a r b u S i g a b a R i l i n A 2 3 4 5 6 7 8 9 S M M 8 9 4 , 3 4 2 , 1 3 8 8 - v o N - 6 1 R K v i j n a S 0 1 : s e t o N d n a d n u F t n e d i v o r P o t n o i t u b i r t n o c s ’ y n a p m o C d n a e t i s i u q r e p , s t n e m y a p d e s a b e c n a m r o f r e p , n o i s s i m m o c , s e c n a w o l l a , y r a l a s s e s i r p m o c n o i t a r e n u m e R . 1 d e t c i r t s e R f o e u l a v s e t i s i u q r e p s e d u l c n i o s l a t I i . r a e y e h t g n i r u d d a p 3 1 0 2 , t c A s e n a p m o C e h t i f o ) 8 7 ( 2 n o i t c e S n i i d e n a t n o c n o i t i n fi e d e h t r e p s a n o i t a u n n a - r e p u s . s e e y o l p m e y b , y n a f i , d e s i c r e x e ) s U S R ( s t i n U k c o t S . s e s a c e v o b a e h t l l a n i l a u t c a r t n o c s i t n e m y o l p m e f o e r u t a n e h T e s a c e h t s a r o , e t a g e r g g a e h t n i h c i h w , r a e y t a h t n i n o i t a r e n u m e r i f o t p e c e r n i e r e w , f o e r e h t t r a p r o r a e y l a i c n a n fi e h t t u o h g u o r h t d e y o l p m e s e e y o l p m e e h t f o e n o N i h t i w g n o l a r o f l e s m h y b s d l o h d n a r e g a n a M r o r o t c e r i D e m i T e l o h W r o r o t c e r i D g n i g a n a M e h t y b n w a r d t a h t f o s s e c x e n i s i , e t a g e r g g a e h t n i , h c i h w e t a r a t a e b y a m . y n a p m o C e h t f o s e r a h s y t i u q e e h t f o t n e c r e p o w t n a h t s s e l t o n , n e r d l i h c t n e d n e p e d d n a e s u o p s s i h g n i k r o w d n a d e t s o p s e e y o l p m e f o s r a l u c i t r a p , 4 1 0 2 , s e l u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i i ( s e n a p m o C e h t f o 5 e l u R o t o s i v o r p f o s m r e t n I . t n e m e t a t s e v o b a e h t n i d e d u l c n i n e e b t o n e v a h , s e v i t a l e r r i e h t r o s r o t c e r i D g n e b t o n , a d n i i I e d i s t u o y r t n u o c a n i n o i t a r e n u m e r f o n o i t a t u p m o C . y n a p m o C e h t f o n a m r i a h C e v i t u c e x E , i j m e r P H m i z A . r M f o n o s e h t s i y n a p m o C e h t f o t n e m y o l p m e e h t n i s i o h w , i j m e r P A d a h s i R . r M . e m i t f o d o i r e p a r e v o e l b a y a p s i h c i h w , s i s a b l a u r c c a n a n o ) y a p e l b a i r a v s i h f o t r a p ( s u n o b h s a c s e d u l c n i i r e c fi f O y g e t a r t S f e h C d n a r o t c e r i D e v i t u c e x E f o n o i t a z i t r o m a e h t s e d u l c n i t i d n a s i s a b l a u r c c a n a n o s i r e c fi f O i i l a i c n a n F f e h C d n a , r o t c e r i D e v i t u c e x E d n a r e c fi f O e v i t u c e x E f e h C o t n o i t a r e n u m e r i f o n o i t a t u p m o C . y n a p m o C e h t f o s r e t e m a r a p e c n a m r o f r e p n o d e s a b t s e v l l i w t a h t s U S R s e d u l c n i o s l a s i h T . e m i t f o d o i r e p a r e v o t s e v h c i h w , m e h t o t d e t n a r g s U S R f o . $ S U n i i d a p s t n u o m a f o t n e l a v i u q e e r a ` n i d e n o i t n e m s e r u g i F . 2 . 3 . 4 . 5 * # 81 Annual Report 2018-19 n o i t a m r o f s n a r T I S G , d a e H y r e v i l e D l a b o l G & t n e d i s e r P e c i V r o n e S i t n e m y o l p m E t s r i F t n e l a T - d a e H & t n e d i s e r P e c i V t n e m y o l p m E t s r i F n a m u H - t n e d i s e r P e c i V r o n e S i i a d n I E G t n e d i s e r P e c i V r o n e S i t n e m y o l p m E t s r i F t n e d i s e r P e c i V t n e m y o l p m E t s r i F s e c r u o s e R r o t c e r i D g n i g a n a M d n a n a m r i a h C e v i t u c e x E t n e m y o l p m E t s r i F l e s n u o C l a r e n e G y t u p e D d e t i m i L a d n i I r e l l i M B A S t n e d i s e r P e c i V t n e m y o l p m E t s r i F t n e d i s e r P e c i V l a i r t s u d n I i n a d n I i s e n n h c a M I g n i t l u s n o C S C & t n e d i s e r P e c i V s e c i v r e s l a b o l g M B I d a e H M R E d n a y t i l a u Q l a r e n e G & t n e d i s e r P e c i V r o n e S i e l b m a G & r e t c o r P l e s n u o C e r o p a g n S i d a e H l a b o l G d n a t n e d i s e r P e c i V e r a w t f o S E G m a y t a S i e c n a n F , r e l l o r t n o C l a b o l G , t n e d i s e r P e c i V r o n e S i p u o r G a l r i B a y t i d A t n e d i s e r P e c i V t n e m y o l p m E t s r i F l a i r t s u d n I - t n e d i s e r P e c i V l a c i t r e V g n i r u t c a f u n a M t n e d i s e r P e c i V r o n e S i e r a w t f o S a t a n o S r e t u p m o C m a y t a S d e t i m i L s e c i v r e S I S G - t n e d i s e r P e c i V r o n e S i s e i r t s u d n I p r o c i n U t n e d i s e r P e c i V r o n e S i l a i c n a n F e n O i l a t i p a C d a e H y r e v i l e D y c n a t l u s n o C a t a T t n e d i s e r P e c i V t n e d i s e r P e c i V t n e m y o l p m E t s r i F t n e m y o l p m E t s r i F s e c i v r e S P I d n a y g e t a r t S e t a r o p r o C f o d a e H - t n e d i s e r P e c i V r e v e L n a t s u d n H i d e t i m i L t n e d i s e r P e c i V r o n e S i d e t i m i L o r p W i t n e d i s e r P e c i V t n e m y o l p m E t s r i F 4 2 8 1 2 2 3 2 9 2 7 1 4 2 1 2 2 5 7 1 6 2 3 2 0 3 3 2 4 2 2 2 5 2 6 2 5 3 3 2 2 2 1 3 5 2 2 3 6 4 1 4 6 4 8 4 2 5 9 3 6 4 4 4 t n e m e g a n a M s s e n i s u B 9 1 4 , 9 2 0 , 1 1 e c n e i c S A C 1 1 2 , 6 9 1 , 7 1 0 0 - t c O - 0 3 7 1 - b e F - 2 a i r o j a B t i m A g r a G h s e e n A A B M , E B 6 3 7 , 3 5 1 , 1 2 6 9 - y a M - 5 1 a l l a h B j u n A t n e m e g a n a M n o i t a m r o f n I - M B D G P , E B 8 5 2 , 2 4 9 , 4 1 0 9 - y a M - 3 h t e S g a r u n A M B D G P 4 2 8 , 0 1 5 , 9 1 2 0 - r p A - 2 2 M B D G P 2 1 4 , 7 1 2 , 6 2 E B 3 3 1 , 8 6 4 , 6 1 4 9 - v o N - 8 2 1 - c e D - 3 i g n a r a S t n a k s a y A u j a r a m a R n u j r A S V d n i v a r A ) ` n i ( A B M , E B 2 9 3 , 4 4 8 , 1 1 2 0 - l u J - 8 r a k s a h B y a j A 3 7 l a c i r t c e l E n i e e r g e D e t a u d a r G 4 4 6 , 3 2 1 , 8 1 6 6 - g u A - 7 1 i j m e r P H m i z A 9 3 0 5 6 4 4 5 1 5 7 4 6 4 7 4 9 4 7 5 7 4 3 4 3 5 9 4 3 5 g n i r e e n i g n E r e t u p m o C n i S M , h c e T . B 1 9 5 , 7 3 7 , 5 1 5 1 - r p A - 3 2 a m i l D d i v a D S C F , B L L , c S B 8 8 2 , 9 6 2 , 8 2 8 1 - b e F - 1 a y r a h c A k a p e e D I A W C I , A C , m o C B 9 9 2 , 5 5 5 , 0 3 2 0 - n u J - 4 1 a r h o B r a m u K k a p D i h c e T . M , h c e T . B 8 6 2 , 9 9 4 , 7 1 A C M , . c S B . 5 5 0 , 7 7 3 , 0 1 4 9 - r a M - 5 1 4 9 - n u J - 7 2 e l r u B n a h s i K i r a H n o n e M i r a H D G P , E B 6 6 9 , 6 4 7 , 5 1 2 0 - g u A - 3 2 a r t o h l a M r e d n e v e D a m o l p D G P i , . c S B . , h c e T . B 2 6 8 , 8 6 9 , 3 1 2 0 - r p A - 2 2 e d g e H d a s a r p i r a H g n i r e e n i g n E A C , m o C B . 9 3 4 , 2 0 6 , 7 1 2 0 - r p A - 7 1 i K n a n a m a r b u s a l a B L B M 7 2 2 , 3 1 8 , 2 1 6 1 - y a M - 9 n a h b a n a m d a P i n a v a h B E B 2 2 4 , 6 9 8 , 5 1 5 9 - v o N - 6 N S r a k e h S a r d n a h C a m o l p D G P i , E B 2 8 4 , 8 6 1 , 1 2 A B M , E B 7 9 8 , 4 4 9 , 4 1 A B M , E B 9 5 0 , 8 1 2 , 0 2 E B 9 6 4 , 7 7 3 , 9 1 6 9 - g u A - 5 8 8 - t c O - 3 1 7 0 - r a M - 2 1 8 9 - p e S - 1 2 K u h b a r P t n a y a J i r a n a M r u y e K i a s e D K n a r i K y e D a t n a y a J E B 2 4 7 , 5 7 3 , 2 1 8 0 - g u A - 4 a d a v i l a B r a m u K h s i r a H n o i t a n g i s e D t n e m y o l p m E t s a L e c n e i r e p x E e g A ) s r y ( l a n o i t a c u d E n o i t a c fi i l a u Q s s o r G n o i t a r e n u m e R f o e t a D i g n n i o J e h t f o e m a N e e y o l p m E a i d n I n i d e t s o p d n a m u n n a r e p e v o b a r o s h k a l 2 0 1 ` f o y r a l a s g n w a r d s e e y o l p m E i ) B 82 Wipro Limited d a e H l a b o l G - t n e d i s e r P e c i V n o i t a m r o f s n a r T e c i v r e S O D R D t n e d i s e r P e c i V r o n e S i d e t i m i L I T I r e g a n a M l a r e n e G y n a p m o C t n e l a T w o r G t n e d i s e r P e c i V e p u o r G s i c i l b u P t n e d i s e r P e c i V t n e d i s e r P e c i V g o l o t u A d r a d n a t S e c y o B & j e r d o G l a c i t r e V & t n e d i s e r P e c i V i h l e D S S X M d a e H y r e v i l e D t n e d i s e r P e c i V T I s c i r t c e l E r e d e n h c S i t n e d i s e r P e c i V o f n i I a d e m r e p y H s m e t s y S t n e d i s e r P e c i V l a b o l G e l i b o m n O d e t i m i L e t a v i r P a d n i I s s e n i s u B d e t i m i L i a d n I , e c n e f e D & t n e m n r e v o G s e c i v r e S g n i r e e n i g n E d n a l a i r t s u d n I - r e g a n a M l a r e n e G t n e m y o l p m E t s r i F d a e H & t n e d i s e r P e c i V e r a w t f o S s d n I o c i M I S F B , R H - d a e H & t n e d i s e r P e c i V i a d n I t f o s I s e c i v r e S d u o l C - t n e d i s e r P e c i V r o n e S i t n e m y o l p m E t s r i F r e c fi f O n o i t a m r o f n I i f e h C & t n e d i s e r P e c i V r o n e S i e s u o h r e t a W e c i r P S E M L O H o r p W - d a e H i l a b o l G d n a t n e d i s e r P e c i V t n e m y o l p m E t s r i F y r e v i l e D - r e g a n a M l a r e n e G k r o w t e N t n e d n a c S d e t i m i L t n e d i s e r P e c i V d e t i m i L s r o t o M r e h c i E t n e d i s e r P e c i V l a t i g i D s y s o f n I d a e H l a b o l G - t n e d i s e r P e c i V g n i t l u s n o C & n a m o D i I S F B - n o i s i v i D r e t u p m o C t n e m y o l p m E t s r i F y r a t e r c e S y n a p m o C d e t i m i L . o C e c n a r u s n I & t n e d i s e r P e c i V e f i L l a i t n e d u r P I C C I I t n e d i s e r P e c i V r e v e L n a t s u d n H i t n e d i s e r P e c i V g n i t l u s n o C r a d e C d e t i m i L t n e d i s e r P e c i V – s c i n o r t c e l E a t s i v e l e T 7 2 2 3 1 3 7 2 9 1 5 2 5 2 2 3 5 2 4 2 8 2 4 2 4 2 9 1 3 2 3 2 0 3 0 2 3 2 0 2 5 2 8 1 4 3 9 2 1 5 5 5 3 5 9 4 3 4 6 4 9 4 9 5 7 4 6 4 0 5 8 4 5 4 3 4 8 4 0 5 3 5 6 4 5 4 3 4 8 4 8 3 5 5 2 5 ) ` n i ( r e t u p m o C ( . c S M , . c S B . 0 4 8 , 6 0 0 , 0 3 4 9 - p e S - 5 N r a m u k a n h s i r K M B D G P , ) s n o H ( m o C B 5 7 8 , 2 9 0 , 2 1 A C M , . c S B . 0 8 1 , 9 5 9 , 1 1 A B M , E B 0 2 1 , 2 8 9 , 0 1 ) e c n e i c S E B E B E B 3 7 3 , 0 6 2 , 9 1 2 0 3 , 5 7 9 , 0 1 3 0 5 , 4 2 9 , 1 1 5 9 - y a M - 1 3 1 9 - p e S - 0 1 5 9 - y a M - 1 5 0 - v o N - 8 2 7 0 - n a J - 5 1 9 9 - r a M - 6 1 n a r a h d i r S a h d u m u K S e l a g i h T d n a r a k a M V A h t a n u n a M j a t p u G l a n e e M h t e p a l a H d n i l i M l a L B t i h o M l a c i n a h c e M ) g n i r e e n i g n E ( . c S B . 0 1 7 , 5 2 3 , 2 1 5 1 - r p A - 3 2 S n a r a h d i l a r u M a m o l p D G P i , E B 4 0 4 , 8 6 6 , 6 1 4 9 - g u A - 1 N e r o h s i K a d n a N a m o l p D G P i , E B 9 7 5 , 5 1 2 , 1 1 4 0 - t c O - 9 1 i n a m a r a h s n a M l u h a R W S M , . . A B 3 5 7 , 2 7 7 , 0 1 6 0 - b e F - 1 i a s a t n a G d a s a r P M D G P 9 3 4 , 7 7 8 , 8 1 E B 3 2 1 , 2 1 2 , 2 2 5 1 - v o N - 2 2 0 - l u J - 5 1 h a h S l u h a R l i k U a j a R E M 8 9 2 , 2 3 4 , 6 2 1 9 - n a J - 5 2 n a j a r a g a N h s e m a R E B 5 3 2 , 1 0 2 , 2 1 3 1 - t c O - 1 i n a y i t a M i i n d n a N E B 1 4 1 , 9 4 0 , 5 1 0 9 - c e D - 4 2 y o n e h S a n a y a r a N h c e T . B 1 5 0 , 1 5 7 , 0 1 7 9 - r a M - 4 2 v e d h a S j a r e e N ) n o i t a c i n u m m o C & . c e l E ( I E M A , a m o l p D i 3 4 6 , 3 0 9 , 5 1 4 8 - c e D - 4 a t p u G K h s e j n a S M D G P , h c e T . B 5 0 3 , 9 3 6 , 3 2 0 9 - r p A - 0 3 r i a N G h s o h t n a S A C , m o C B . 8 3 2 , 9 4 2 , 6 1 5 1 - r p A - 5 1 m a r i r S a y h d n a S A B M , . c S B . 0 0 7 , 5 6 7 , 0 1 3 0 - g u A - 9 2 E B 2 0 7 , 1 1 9 , 8 1 5 9 - y a M - 0 3 S C F , m o C M . 3 5 3 , 5 7 4 , 6 1 5 1 - y a M - 2 1 M P M , E B 9 6 7 , 1 0 1 , 5 1 4 0 - t c O - 9 d a s a r p a g n a R n a s a v i n i r S a h k a l d A t i h o R n a h K a l l u a n a S d e m m a h o M l i g d a G r i m a S n o i t a n g i s e D t n e m y o l p m E t s a L e c n e i r e p x E e g A ) s r y ( l a n o i t a c u d E n o i t a c fi i l a u Q s s o r G n o i t a r e n u m e R f o e t a D i g n n i o J e h t f o e m a N e e y o l p m E 83 Annual Report 2018-19 l e s n u o C l a r e n e G y t u p e D r e y w a L g n i s i t c a r P t n e d i s e r P e c i V r o n e S i t n e m y o l p m E t s r i F t n e d i s e r P e c i V s c o d m A & r e g a n a M l a r e n e G r a g a n a y a j i V l a d n i J d a e H e c i t c a r P d e t i m i L l e e t S d a e H t i n U s s e n i s u B i a d n I & t n e d i s e r P e c i V r o n e S i s e i g o l o n h c e T a m e h s K r e g a n a M l a r e n e G i l a i c n a n F e l c a r O d e t i m i L s e c i v r e S t n e d i s e r P e c i V s c i n o r t c e l E m e h c d n I s e c i v r e S k s i R & y t i r u c e S r e b y C - A & M d n a y g e t a r t S , d a e H e s u o H r e t a W e c i r P n a m u H - t n e d i s e r P e c i V r o n e S i t n e m y o l p m E t s r i F t n e d i s e r P e c i V s e c r u o s e R s m e t s y S G S M l a b o l G d n a t n e d i s e r P e c i V n o i t i s i u q c A t n e l a T - d a e H t n e m y o l p m E t s r i F t n e d i s e r P e c i V d e t i m i L a d n i I e n o f a d o V t n e d i s e r P e c i V r o n e S i d e t i m i L s y s o f n I t n e d i s e r P e c i V t n e m e g a n a M t h g i R t n e d i s e r P e c i V t i n U s s e n i s u B c i g e t a r t S L & P t n e d i s e r P e c i V . o C & n o s u g r e F . F . A t n e d i s e r P e c i V t n e d i s e r P e c i V t n e m y o l p m E t s r i F e r a w t f o S s i r a l o P y g o l o n h c e T t n e d i s e r P e c i V T I I N 3 2 6 1 1 3 5 2 1 3 8 2 4 2 2 3 2 2 9 2 2 2 8 1 3 3 7 2 4 1 3 2 9 1 7 2 2 3 6 4 7 4 3 5 6 4 4 5 9 4 0 5 1 5 5 4 1 5 9 4 3 4 7 5 8 4 8 4 5 4 7 4 0 5 2 5 A S C I , A C A , m o C B . 7 5 7 , 3 4 7 , 2 1 1 0 - r p A - 2 C u b a B h s e e h d u S M D G P , A C A 8 0 1 , 5 0 6 , 0 1 E B 6 2 0 , 3 1 2 , 4 1 9 9 - r p A - 4 1 2 1 - n a J - 2 1 i n a m a r a t a k n e V n a s t a v i r S G n a s a v i n i r S A B D G P , h c e T B 6 1 4 , 1 2 2 , 5 2 6 9 - v o N - 4 n a i r e h C a t i n u S A C M , . c S B . 0 9 4 , 7 1 3 , 4 2 6 0 - l u J - 0 1 E B 0 9 8 , 6 9 2 , 3 1 6 1 - n u J - 5 1 h t a n a r d n e r u S a l l e m i r a G i t a l o K h s e r u S A C , ) . s n o H ( m o C B 7 8 9 , 6 6 7 , 3 1 h c e T M , E B 6 4 4 , 8 3 6 , 9 1 E M , h c e T B 4 9 5 , 6 2 5 , 0 1 2 0 - v o N - 6 6 8 - r a M - 1 3 8 0 - r p A - 0 1 i r i g a m a r i r S t a k n e V A n a v e d u s a V i n h t i N J V B L L , A B 9 3 1 , 1 4 8 , 1 1 3 0 - r p A - 3 e e j r e n a B i k a y t a S . c S B . 3 0 2 , 4 4 4 , 3 1 0 1 - v o N - 8 r a m u k a d n a N a d a r a h S E B E B 8 2 1 , 6 9 6 , 5 1 7 7 0 , 6 8 8 , 4 1 4 9 - p e S - 6 1 a t h e M d a r a h S l a t e e h S 2 0 - v o N - 9 2 i h a p p a k n e V A h t a n e e r S ) ` n i ( E B 5 8 6 , 7 8 8 , 1 1 0 0 - r p A - 9 1 Y h s i t a S M D G P , ) D h P ( t n e m e g a n a M T G M S n i i a m o l p D e c n a v d A , . c S B . 0 3 5 , 9 3 3 , 0 1 4 0 - g u A - 0 1 n a m a r a t a k n e V n a v e d a h a M n i e m m a r g o r P w o l l e F 6 8 0 , 5 3 2 , 2 1 0 1 - t c O - 1 h a h S r a m u K l a h s i V E B 6 0 0 , 7 9 5 , 3 2 4 1 - b e F - 8 2 a t t a h g u l i l A a h m i s a y a j i V h c e T M , E B 7 2 6 , 6 0 9 , 1 1 2 9 - r a M - 1 p e e D s a w h s i V h c e T M 5 2 8 , 8 7 9 , 5 1 4 1 - b e F - 6 n a h t a n a w s i V y m a w s a m a R n o i t a n g i s e D t n e m y o l p m E t s a L e c n e i r e p x E e g A ) s r y ( l a n o i t a c u d E n o i t a c fi i l a u Q s s o r G n o i t a r e n u m e R f o e t a D i g n n i o J e h t f o e m a N e e y o l p m E 84 Wipro Limited s s e n i s u B & t n e d i s e r P e c i V r o n e S i n o i t a c i n u m m o C l a b o l G - d a e H s n o i t a r e p O - t n e d i s e r P e c i V d a e H e c i t c a r P t n e d i s e r P e c i V t n e d i s e r P e c i V t n e d i s e r P e c i V s e n i l r i A W N / M L K k U l t n I r a t s e l g a E d t L e t P t f o s m o C l e t r i A i t a r a h B l a n o i t a n r e t n I V B ) s d n a l r e h t e N ( e t a v i r P a d n i I P A S d e t i m i L s m e t s y S G R O , s r o t c u d n o c i m e S - t n e d i s e r P e c i V t n e m y o l p m E t s r i F t n e d i s e r P e c i V r o n e S i r e g a n a M l a r e n e G t n e d i s e r P e c i V r e g a n a M l a r e n e G d e t i m i L e t a v i r P i a d n I N E O I C F d e t i m i L s i g e A . A N k n a B i t i C C M C s e c r u o s e R n a m u H - t n e d i s e r P e c i V t n e m e l b a n E y r e v i l e D l a b o l G f e h C i t n e m e l b a n E y r e v i l e D l a b o l G n o i t a c i l p p A - t n e d i s e r P e c i V i e c n a n e t n a M & t r o p p u S o r p W i , w o l l e F t n e m y o l p m E t s r i F o C & n o s u g r e F F A r a l u l l e C a e d I o c l e T - H D S & t n e d i s e r P e c i V s r o s s e c o r p o r c i M a h s U r e g a n a M l a r e n e G g n i t l u s n o C a s u t r i V d e t i m i L e t a v i r P s e c i v r e S h c e T i H & g n i r u t c a f u n a M r e g a n a M l a r e n e G n o s c i r r E l a t i g i D , t n e d i s e r P t n e m y o l p m E t s r i F t n e d i s e r P e c i V y r o s i v d A p u o r G t s e r e v E d a e H y r e v i l e D n o s c i r r E ) s r y ( 8 2 9 2 3 2 4 3 0 3 9 2 2 2 8 1 4 2 1 3 8 2 8 1 9 1 2 3 5 3 4 3 3 2 2 3 4 2 3 3 7 2 1 5 5 5 1 5 8 5 6 5 9 4 6 4 2 4 7 4 2 5 0 5 2 5 7 3 5 5 8 5 8 5 0 5 5 5 6 4 8 5 9 4 n o i t a c i n u m m o C g n i r e e n i g n E d n a s c i n o r t c e l E , E B 0 7 9 , 0 4 1 , 9 8 1 - b e F - 1 n e e s a T r a m u K a l e e n A A B M , E B 8 0 6 , 7 2 0 , 1 2 9 8 - r p A - 0 1 i n a J K l i n A m o C B 5 6 0 , 6 4 9 , 5 2 E B 6 6 3 , 6 6 3 , 2 c S B . 1 0 8 , 9 8 7 E B 7 8 6 , 2 6 3 , 3 8 0 - n a J - 3 2 2 0 - g u A - 2 1 9 9 - t c O - 5 2 9 1 - r a M - 4 0 r o t c a r t n o C r a d e h s o H G y h t r o o M a v a s e K i h g n S r a m u K l i n A i n a r s A r o h s i K i ) e c n a n F d n a g n i t e k r a M ( E B 2 8 7 , 5 2 6 , 3 7 0 - y a M - 4 1 K r a k n a S i v a R M D G P , ) C & E ( E B 7 7 6 , 3 3 9 , 3 2 a m o l p D G P i 0 8 1 , 8 9 1 , 2 5 9 - y a M - 5 1 3 1 - b e F - 8 i a h n S h s i n a M i l h o K n a j a R h c e T . B 4 8 7 , 6 8 1 , 2 9 1 - b e F - 8 1 d a s a r P h s i n a M M D G P , h c e T . B E B A C h c e T M , h c e T B 7 6 7 , 6 2 5 , 5 0 9 4 , 9 7 9 , 9 4 9 8 , 9 8 9 , 6 0 5 9 , 5 7 6 , 4 L I H P M , c S M , c S B . E B 2 2 6 , 2 6 7 , 3 1 2 2 1 , 8 9 2 , 8 1 E M , E B 1 8 4 , 4 7 1 , 5 3 A B M 2 4 7 , 7 2 3 , 7 8 1 - v o N - 2 0 7 8 - b e F - 6 1 2 0 - p e S - 9 4 9 - n u J - 6 0 9 - t c O - 3 3 8 - v o N - 8 3 1 - b e F - 4 1 9 8 - y a M - 2 2 n a h t a n u h g a R h s i h t a S m a h a r b A y b S i i D h g n S y a j n a S i h g n S v e e j n a S P m a y n a m h a r b u S e r a h K h s a h b u S y e k r a V l i n u S B h s e r u S c S M , c S B . 8 3 0 , 9 8 2 , 0 2 8 8 - n a J - 3 1 V T r a m u K d o n V i E B 9 2 7 , 9 1 1 , 8 4 1 - v o N - 3 i j n a g a r A a p p a y a R h s e r u S e c n e i c S r e t u p m o C , S M 8 0 3 , 9 9 2 , 0 1 8 1 - b e F - 1 a r m a K n p V i i : s e t o N n o i t a r e n u m e R ) ` n i ( f o e t a D i g n n i o J e e y o l p m E e h t f o e m a N n o i t a n g i s e D t n e m y o l p m E t s a L e c n e i r e p x E e g A n o i t a c fi i l a u Q l a n o i t a c u d E s s o r G a i d n I n i d e t s o p d n a h t n o m r e p e v o b a r o s h k a l 5 . 8 ` f o y r a l a s e g a r e v a n a h t i w r a e Y e h t f o t r a P r o f d e y o l p m E ) C s l i a t e d r i e h t s a s e e y o l p m e 0 1 p o t e h t y b n w a r d n o i t a r e n u m e r f o s l i a t e d e h t e d u l c n i t o n s e o d d n a r e d r o l a c i t e b a h p l a n i s e e y o l p m e f o s l i a t e d s n a t n o c e l b a t e v o b a e h T i - r e p u s d n a d n u f t n e d i v o r p o t n o i t u b i r t n o c s ’ y n a p m o C d n a e t i s i u q r e p , s t n e m y a p d e s a b e c n a m r o f r e p , n o i s s i m m o c , s e c n a w o l l a , y r a l a s s e s i r p m o c n o i t a r e n u m e R . t r o p e R s ’ d r a o B s i h t o t I I I e r u x e n n A f o ) A ( m e t i n i d e d i v o r p e r a k c o t S d e t c i r t s e R f o e u l a v s e t i s i u q r e p s e d u l c n i o s l a t I i . r a e y e h t g n i r u d d a p 3 1 0 2 , t c A s e n a p m o C e h t i f o ) 8 7 ( 2 n o i t c e S n i i d e n a t n o c n o i t i n fi e d e h t r e p s a n o i t a u n n a . s e e y o l p m e y b , y n a f i , d e s i c r e x e ) s U S R ( s t i n U - b u s f o ) i i i ( e s u a l c r e p s a y n a p m o C e h t f o l a t i p a c e r a h s y t i u q e p u d a p e h t i f o e r o m r o % 2 s d l o h r o t c e r i D g n i g a n a M d n a n a m r i a h C e h t t p e c x e s e e y o l p m e e h t f o e n o N d n a d e t s o p s e e y o l p m e f o s r a l u c i t r a p , 4 1 0 2 , s e l u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i ( i s e n a p m o C e h t f o 5 e l u R o t o s i v o r p e h t f o s m r e t n I . 4 1 0 2 , s e l u R ) l e n n o s r e P l a i r e g a n a M f o n o i t a r e n u m e R d n a t n e m t n o p p A i i ( s e n a p m o C f o 5 e l u R f o ) 2 ( e l u r . s e s a c e v o b a e h t l l a n i l a u t c a r t n o c s i t n e m y o l p m e f o e r u t a n e h T . t n e m e t a t s e v o b a e h t n i d e d u l c n i n e e b t o n e v a h , s e v i t a l e r r i e h t r o s r o t c e r i D g n e b t o n , a d n i i I e d i s t u o y r t n u o c a n i g n i k r o w . 1 . 2 . 3 . 4 . 5 85 Annual Report 2018-19 Annexure IV Form No. MR-3 SECRETARIAL AUDIT REPORT [Pursuant to Sub-Section (1) of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019 To, The Members, Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560035 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Wipro Limited (the “Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 (the audit period) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2019 according to the provisions of: The Companies Act, 2013 (the Act) and the rules made thereunder; The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; The Depositories Act, 1996 and the regulations and Bye-laws framed thereunder; Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment. There was no External Commercial Borrowing by the Company during the period under review; The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- i. ii. iii. iv. v. 86 a. b. c. d. e. f. g. h. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI ICDR Regulations), upto September 10, 2018 and SEBI ICDR Regulations, 2018 w.e.f September 11, 2018; The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period); The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period); The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (SEBI Buyback of Securities Regulations) upto September 10, 2018 and SEBI Buyback of Securities Regulations, 2018 w.e.f. September 11, 2018; (Not Applicable to the Company during the Audit Period); and i. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. vi. Other laws applicable specifically to the Company namely: a. b. Information Technology Act, 2000 and the rules made thereunder Special Economic Zones Act, 2005 and the rules made thereunder Wipro Limited c. Software Technology Parks of India rules and regulations We have also examined compliance with the applicable clauses of the following: i. ii. Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings. Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited. We have not examined compliance by the Company with applicable financial laws, like direct and indirect tax laws, since the same have been subject to review by statutory financial auditor and other designated professionals. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. We further report that based on the review of the compliance reports/certificates which were taken on record by the Board of Directors, there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, except for the following events, there was no event/action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc., a. Bonus issue of 150,84,69,180 (One Hundred and Fifty Crores Eighty Four Lakhs Sixty Nine Thousand One Hundred and Eighty) Equity Shares of ` 2/- (Rupees Two) each (For every 3 Equity Shares 1 Bonus Equity Share was allotted) aggregating to ` 301,69,38,360/- (Rupees Three Hundred and One Crores Sixty Nine Lakhs Thirty Eight Thousand Three Hundred and Sixty). b. Amalgamation of Wipro Technologies Austria GmbH, Wipro Information Technology Austria GmbH, Newlogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited. For V. SREEDHARAN & ASSOCIATES Company Secretaries As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded. Bengaluru Date: April 15, 2019 (V. Sreedharan) Partner FCS: 2347; CP No: 833 87 Annual Report 2018-19 Corporate Social Responsibility Report for the year 2018-19 Annexure V We present our report on Wipro’s social and ecological initiatives for the year 2018-19. Our journey began in 2001 with our first intervention in school education. Since then we have added new domains, and increased the scale of our programs and partnerships. However, what has remained constant underlying all our social initiatives has been our core principles and values. We start this report by reiterating the core values and strategic drivers of our Corporate Social Responsibility charter: The values of Spirit of Wipro guide all our actions. Our values ‘Respect for every individual’, ‘Being global and responsible’ and ‘Unyielding integrity’ are essential tenets of the letter and spirit of a responsible business. To conduct our business on the basis of sound ethical principles and widely accepted principles of good corporate governance. While this starts with compliance with laws and regulations of the countries we operate in, it goes far beyond that. To continually evolve and progress in our journey of making Wipro more sustainable as defined by the triple bottom-line framework. The primary areas of focus are (i) to reduce our ecological footprint on energy, water and waste (ii) to foster a more diverse, empowered fair and safe workplace (iii) to enhance employees’ individual development that aligns with larger organizational goals and (iv) to actively influence our supply-chain in making them more responsible and sustainable organizations. To combine work that is systemic and long-term with more direct, tangible programs. The nature of challenges in the social sector require both approaches and over the years, we have evolved a carefully crafted strategy that blends both. For example, in education, we support deep work that seeks to improve the quality of subject learning using the teacher as the pivotal center. Such work takes years and decades to show results. On the other hand, we also support more tangible, specific initiatives that help children from underprivileged communities with access to schooling. To work with communities proximate to our operational centers in India and overseas. As a global organization, we would like to emphasize that the imperative of working on societal issues is a central plank of our approach not just in India but everywhere in the world we operate in. 1. 2. 3. 4. 5. 88 We present the salient highlights of our initiatives for 2018-19 below. In addition, you will find a more detailed summary of our sustainability and social initiatives as part of the ‘Management Discussion and Analysis’(MD&A) section that is based on the principle of integrated reporting. Our integrated reporting covers financial, human, intellectual, natural and social capitals and reinforces the fundamental principle of continuity and connectedness between business and society. Our work in CSR creates social value by contributing to social inclusion, empowerment of the disadvantaged and mitigating of ecological degradation. This has cascading impacts on all the five capitals. For example, our work in education generates positive social, human and intellectual capital. For a fuller understanding, you may also want to refer to our comprehensive annual sustainability reports based on Global Reporting Initiative principles. These and various other details are available at our primary website www.wipro.com and at www.wipro.org, our website focusing exclusively on our social initiatives. A. Education We believe good education empowers people, enables genuine progress and is the foundation for a society’s well-being. Two of the key challenges for education are ensuring universal access and good quality of education. All our work in education tries to address either or both of these challenges. Started in 2001, our education initiatives cover a wide range of thematic areas across school and higher education which are highlighted below. The main geographies of our work are in India, USA and UK. A.1 Systemic reforms in school education: Since 2001, we have worked to contribute to systemic reform in school education in India. The strategy for this has been to support the development and strengthening of good organizations working in in this space. We have partnered with over 116 organizations across 22 states in India with an effective reach of 20,000 schools, 40,000 educators and a million children. The impact of this wide network of education organizations has been in the areas of curriculum development, text books, teacher development and school leadership. The Wipro Education Seeding Fellowship program is a recent initiative started to catalyze the passion and energy of young individuals who want to make a difference to education. Currently, we have a network of 90 such Fellows working on several innovative areas of school Wipro Limited education including arts, sports, science and math in education. A.2 Education for underprivileged children: Complementing the above initiative is a large program designed for more direct impact on children from underprivileged communities. The focus here is on ensuring access to good education. A specific priority within this larger canvas is to address the needs of children with disability from socio-economically underprivileged backgrounds. Our effective reach is to more than 40,000 children and 2,200 children with disability. The program is run through Wipro Cares, the employee-supported trust of Wipro. A.3. Science education in U.S.A. and UK: Started in 2012, the Wipro Science Education Fellowship (SEF) is a program designed to develop teachers’ capacities to teach better in their schools and also help other teachers in the school district teach better. The program is focused on contributing to improving Science and Math education in schools that primarily serve disadvantaged communities in US cities. We expanded our program significantly during FY19 – we now work with 7 university partners across the US who under the stewardship of University of Massachusetts engage intensively with 500 school teachers across 35 schools districts in 7 states. Our program has received wide and enthusiastic support and represents one of the largest such investments made by a non-US company to the cause of improving science and math education. In 2018, we started a similar program in the UK in partnership with Kings College, London and Sheffield Hallam University with the core objective of building professional capacities of in-service school teachers of Science and Math. We would like to state that while this expenditure is not allowed under the CSR rules of the Companies Act 2013, it is important to highlight it as part of our report. For it emphasizes a core principle that corporations must engage with social issues wherever they have large operational presence in the world and therefore restricting it to India would present an incomplete and partial picture of what we do. A.4 Sustainability Education: Wipro-earthian is our India-wide flagship program that brings together two of our key concerns, Education and Sustainability. The program works at multiple levels – with schools and colleges, students and faculty all woven together through a narrative that our educational institutes must lead the change in our mindsets, attitudes and knowledge when it comes to reversing the damage to our natural environment and to making our planet more habitable again. In the schools segment, the Wipro-earthian program has a large reach to more than 2,200 schools and 2,600 teachers across 32 states and union territories in India. In the colleges segment, our work is characterized by very interesting faculty- led initiatives in some of India’s leading institutes in the fields of Engineering, Management and Urban Planning. In addition, college students get to participate in the Wipro-earthian quiz which is now the country’s premier such program with more than 3,300 students from 28 of India’s leading colleges participating in a multi-tier exercise spread over six months. We also anchor an internship program for selected college students where they get to work with some of India’s leading organizations in sustainability. A.5 Technology Education: People with the right skills and competencies form the bedrock of IT services organizations. The challenge for the Indian IT industry has always been to respond fast enough to the ever changing dynamics of the industry. The present times are no different, in fact even more so with the challenge of a bewilderingly fast changing landscape which is often characterized as Industry 4.0. We have always owned this as our primary responsibility. In 1995, we started a program for science graduates that would enable them to study for a post-graduate degree in engineering and technology. Called the Wipro Academy of Software Excellence (WASE) program, it helps Science graduates to study for a Master’s degree in Software Engineering. Run in partnership with the Birla Institute of Technology & Science (BITS), Pilani, India. This unique program blends rigorous academic exposure with practical professional learning at the workplace. We recently launched another program with BITS Pilani, called Wipro Infrastructure Management School (WIMS) to develop and nurture exclusive talent in IT infrastructure business, keeping Cloud Computing as the technology theme. We also run a program called WISTA in collaboration with Vellore Institute of Technology (VIT) for science graduates to offer specific courses around Data Science, VLSI and Embedded Technology programs. In total, more than 10,200 students are enrolled in these programs. B. Community Care A core principle of our CSR strategy is that we must engage meaningfully with disadvantaged communities who are proximate to our facilities. Our work is channeled through Wipro Cares, a unique platform that is based on the operating model of employee contributions which are matched by Wipro 89 Annual Report 2018-19 Limited 1:1. Our work spans primary health-care, school education, community ecology and disaster rehabilitation. Of these, we have already spoken about our work on community education in Section A2 above. We present below updates on the other dimensions. B.1 Primary health care: Access to primary health care is a key determinant of an individual’s future trajectory in life, including the ability to engage in productive livelihoods and responsible citizenship. Wipro Cares works with partners who provide good quality primary health care services to underserved communities. Our work focuses on maternal and child health, community hygiene and nutrition. Our six projects in this area have an effective reach of 72,000 people. B.2 Disaster rehabilitation: Natural disasters like earthquakes, floods and cyclonic storms are an unfortunate fact of life, especially in a climatically and geologically diverse country like India. Whenever these happen, the disadvantaged sections get affected the most as the already fragile nature of their livelihoods gets disrupted further. Starting with the Gujarat earthquake in 2001,we have responded to several natural calamities in which Wipro’s employees have played a central role by way of contributions and volunteering. As a matter of choice, we focus on the more difficult challenge of long term rehabilitation of the affected communities. In 2018, Kerala was hit by a rare flooding event of catastrophic magnitude. Our employees rallied immediately in terms of relief and rehabilitation - 800 boxes of relief material were distributed in the immediate aftermath of the event followed by the launch of two long-term rehabilitation programs that seek to restore livelihoods of 300 families including 150 women and 30 persons with disability. B.3 International Chapters: Our employees across the world are keen and enthusiastic participants in local community initiatives. In the US, First Book continues to be our anchor community program. During the year, more than 400 Wipro employees volunteered hundreds of hours helping distribute more than 109,000 books impacting more than 50,000 at-risk and rural students throughout North America. Our chapters in Philippines, UK, Europe and Asia-Pacific have also been very active in engaging with local communities on a range of initiatives that include disaster rehabilitation, biodiversity conservation, health care and education for disadvantaged children. The UK chapter started a new volunteering initiative for Special Education Needs (SEN) children and with Westminster Council to work with public schools on STEAM education (STEM+Arts). The Spirit of Wipro Run in September 2018, like every year provided a unifying platform for employees across the world to contribute and volunteer with community initiatives. C. Ecology & Environment Managing economic development in a manner that does not compromise ecological integrity is one of the biggest challenges facing humanity currently. It is no surprise therefore that 7 of the 17 U.N. Sustainable Development Goals are directly related to ecology while the remaining 10 goals intersect with ecology and environment in indirect ways. Responsible corporations can make a significant difference by aligning their leadership commitment and resources with these problems in a purposeful way. Wipro’s engagement with sustainability issues goes back several years. Our approach embraces the continuum of (a) initiatives ‘within the organization’ that focus on reducing the energy, water, waste and biodiversity footprint of our business operations and (b) engaging through partners on key external programs in urban and community ecology. We present below some salient highlights of our external CSR work in 2018-19. C.1 Urban Water: Water stress and scarcity is a critical challenge facing large parts of the world, exacerbated by climate change and loss of forest cover. In the context of cities, rapid urbanization and population growth has put enormous pressure on securing clean and affordable water for all sections of the population. Our work focuses on developing a robust collective understanding of urban water in the cities we operate in. This approach blends together the science of hydrogeology and citizen participation to co-create a solid body of advocacy work that then forms the basis for informed decision making. For example, in Bengaluru, we have a long running program of more than 5 years where we have implemented this approach covering 70 sq. km of prime suburban areas. We have started a similar program in Pune in collaboration with 7 different stakeholder groups that includes citizens. C.2 Urban Biodiversity: Our urban biodiversity program addresses the twin goals of creating biodiversity in our urban campuses while also using it as a platform for wider education and advocacy. Our campuses in Electronic City, Bengaluru and Pune are exemplars of biodiversity spots in an urban setting with a large variety of native species of trees and flora that in turn support a range of insect and bird species. C.3 Urban Waste Management: Accelerated by growing urban density and changing lifestyles, mushrooming urban solid waste is a fundamental challenge for most cities in India. Internally, as a 90 Wipro Limited responsible corporation we take care to ensure that more than 90% of our waste is either converted for reuse (food waste converted to compost) or recycled for safe disposal. The work of the informal sector is critical in India in waste management, though they go largely unrecognized in the margins. One of our initiatives has been to provide access to social, nutritional and health security to the informal sector in solid waste management in the city of Bengaluru. We re c o g n i ze t h at o u r u r b a n c e n te rs c a n simultaneously be hubs of economic prosperity as well as of inequality and exclusion. Therefore, the role of public spaces in our cities that foster inclusion and citizen participation becomes crucial. In our eyes, this is so important that we decided to include it formally as part of our CSR policy in 2018. An early initiative we supported in this regard was the Bengaluru International Center (BIC), a public institution in Bengaluru that is a space for participative and inclusive endeavors in arts and culture. We also convened the Bengaluru Sustainability Forum (BSF) in collaboration with the National Center for Biological Sciences and Biome. BSF is a platform that brings together a wide range of different stakeholders and perspectives to further critical conversations on urban sustainability issues. In 2018-19, BSF convened three national level retreats on the themes of Urban Water, Biodiversity and Climate Change. We also initiated a small grants program that seeks to catalyze innovative experimental work in urban sustainability. D. The power of engaged employees Our employees are integral to our social programs in multiple ways. Providing them a platform to engage and volunteer develops a sense of citizenship and larger responsibility towards society. From our experience, employees see this as a workplace differentiator. The Wipro Cares trust is built on a model of employee contribution that is matched by Wipro. Employees also volunteer their time beyond work-hours with many of our partners. During 2018- 19, more than 12,500 employees spent around 30,000 hours of volunteering time with our partner organizations in 20 locations chapters in India, US, UK, Philippines, Japan and Australia. E. Governance and Management Wipro Foundation, a separate entity we created in 2017 to manage our CSR programs, is progressing well in terms of its governance and management processes. We have a robust governance process led by a 5-member board of trustees which reviews plans and progress against goals on a quarterly basis. Over the last 12 months, there has been an intensive focus on improving and streamlining operational practices along with people and talent development. Our operating model of working through a network of good and credible partners in our chosen domains has stood us well all these years. We work with more than 175 of the most outstanding partners across India and in the US and UK. They bring competence, character and values to the difficult work they do and thus greatly enhance value to our communities in multiple ways. We would like to conclude this year’s report on CSR by saying that Wipro engages with social issues for the simple reason that it is the right thing to do and that it resonates deeply with our own values. Our strategy and direction in the future will therefore continue to draw deeply from this essential principle and our vision of a more humane, inclusive and sustainable society. 91 Annual Report 2018-19 Summary of Corporate Social Responsibility (CSR) spend for 2018-19 1. A brief outline of the Company’s CSR policy, including overview of the projects or programs proposed to be undertaken is available at www.wipro.com. Details are provided as part of Board’s Report from pages 73 to 74 and 88 to 91. 2. The Composition of the CSR Committee: The terms of reference of the CSR broadly comprises and forms part of Board Governance, Nomination and Compensation Committee and are in accordance with Section 135 of the Companies Act, 2013. The Committee comprises of Dr. Ashok S Ganguly, Mr. N Vaghul and Mr. William Arthur Owens, Independent Directors. 3. Average Net Profit of the Company for the last three financial years: ` 88,022 million. 4. Prescribed CSR Expenditure (two percent of the amount as in the point 3 above): 2% of the average PBT for the last three preceding financial years amounts to ` 1,761 million. Against this, our CSR spending for 2018-19 was ` 1,853 million. 5. Details of the CSR Spent during the financial year: a) Total amount to be spent for the financial year: ` 1,761 million b) Amount unspent: Not Applicable c) Manner in which the amount is spent during the financial year is detailed below. 6. The following table provides a summary of the domain-wise expenditure on CSR for 2018-19 along with the geographies. The list of partners with whom we collaborate is available after the table. 7. In the column ‘Cumulative expenditure till reporting period’, we have chosen to take 2014-15 as the base year. It is however not to be interpreted that this is the first year of our CSR programs. Many of our programs go back more than 10 years and some more than 15 years. Given the practical challenges in reporting the cumulative expenditure from inception, we have chosen to start with 2014-15 as the base year. 8. All our programs are executed and implemented through our partners. The figures under the last column therefore are entirely through our partners. (` in Million) Amount Outlay (Budget) Project or Program Wise Amount spent on the Projects or Programs Cumulative expenditure upto Previous reporting period Cumulative expenditure upto reporting period Amount spent: direct or through implementing agency 8.00 7.63 27.49 35.12 7.63 20.00 21.51 94.07 115.58 21.51 80.00 80.24 301.45 381.69 80.24 CSR project or activities identified Sector in which the project is covered Projects or Programs 1) Local area or 2) other specify the state and district where the project or programs are undertaken Providing preventive and curative health services with specific focus on malnutrition and infant mortality rate. Community Healthcare Tuensang (Nagaland), Mumbai (Maharashtra), Mysore (Karnataka), Delhi NCR Education for Underprivileged in proximate communities Education for Underprivileged Education: Systemic Reforms Systemic reform initiatives in school education in India, in the areas of ecology, social science, languages and affective education, material development , public advocacy, assessment reform, teacher capacity building, strengthening the school system through community and systemic engagement Pune (Maharashtra), Bengaluru (Karnataka), Hyderabad (Telangana), Kolkata (West Bengal), New Delhi, Dimapur (Nagaland), Tawang (Arunachal Pradesh) Ahmedabad (Gujarat), Akola (Maharashtra), Aligarh (UP), Alipurduar (West Bengal), Ambala (Haryana), Andaman and Nicobar Islands, Ayodhya (UP), Baghpat (UP), Banda (UP), Bengaluru (Karnataka), Bantahazam (Jharkhand), Bhopal (Madhya Pradesh), Bhubaneshwar (Odisha), Champawat (Uttarakhand), Chennai (Tamil Nadu), Chhindwara (Madhya Pradesh), Dantewada (Chattisgarh), Delhi, Dewas (Madhya Pradesh), Goa, Gopalganj (Bihar), Guwahati (Assam), Harda (Madhya Pradesh), Haveri (Karnataka), Hyderabad (Telangana), Indore (Madhya Pradesh), Jaipur (Rajasthan), Jalgaon (Maharashtra), Jalpaiguri (West Bengal), Jamui and Munger (Bihar), Karnal (Haryana), Kerala, Khandwa (Madhya Pradesh), Kiphire (Nagaland), Kolhapur (Maharashtra), Kolkata (West Bengal), Koppal (Karnataka), Lucknow (UP), Majuli (Assam), Mewat (Haryana), Mumbai (Maharashtra), Delhi NCR, Palampur (Himachal Pradesh), Rayagada (Odisha), Rudraprayag (Uttarakhand), Saharsa (Bihar), Samalkha (Haryana), Sambalpur (Odisha), Seoni (Madhya Pradesh), Sirohi (Rajasthan), Sonbhadra (UP), Sonepur (Odisha), South 24 Parganas (West Bengal), Spiti (Himachal Pradesh), Sukma (Chattisgarh), Sundergarh (Odisha), Ukhrul (Manipur) Initiatives in Education of children with Disability Education for Children with Disability Delhi (Delhi), Hyderabad (Telangana), Jaipur (Rajasthan), Mumbai, Pune (Maharashtra), Chennai (Tamil Nadu), Hubli-Dharwad and Koppal (Karnataka) 18.00 18.83 91.01 109.84 18.83 Initiatives in sustainability education in schools and colleges across India Sustainability Education Program of higher education in engineering and technology linked to skills development for the IT industry Higher Education for skills building 51 districts in 29 states and 3 Union Territories of India 30.00 34.46 103.19 137.65 34.46 Bengaluru (Karnataka) 990.00 1,075.82 4,060.13 5,135.95 1,075.82 Initiatives in improving education in engineering colleges in India Engineering Education All parts of India 1.00 1.05 16.66 17.71 1.05 Sl. No 1 2 92 Wipro Limited CSR project or activities identified Sl. No Sector in which the project is covered Projects or Programs 1) Local area or 2) other specify the state and district where the project or programs are undertaken Amount Outlay (Budget) Project or Program Wise Amount spent on the Projects or Programs Cumulative expenditure upto Previous reporting period Cumulative expenditure upto reporting period Amount spent: direct or through implementing agency 3 Ensuring environmental sustainability, ecological balance, Agroforestry Water Bengaluru (Karnataka), Pune (Maharashtra) Biodiversity Bengaluru (Karnataka), Pune (Maharashtra) Energy Bengaluru (Karnataka), Pune (Maharashtra), Hyderabad (Telangana), Chennai (Tamil Nadu) Waste Management Bengaluru (Karnataka) Sustainability Advocacy and Research Bengaluru (Karnataka), New Delhi, Bhubhaneshwar (Odisha), Chennai (Tamil Nadu), Kurnool (Andhra Pradesh), Guwahati (Assam), Jharkhand and others Rural livelihood programs Uttarkashi (Uttarakhand), Cuddalore, Coimbatore (Tamil Nadu), Kottapuram, Thrissur, Kottayam (Kerala) 3.00 3.00 2.74 3.68 22.35 26.51 25.09 30.19 605.00 511.00 1,831.10 2,342.10 2.00 1.72 7.67 9.39 30.00 33.58 54.94 88.52 5.00 7.41 13.81 21.22 2.74 3.68 511.00 1.72 33.58 7.41 50.00 Bengaluru (Karnataka) 50.00 50.00 - 50.00 4 5 Rural Development projects Initiatives in Art and Culture and the urban public space 6 Wipro Foundation reserve Protection and Promotion of national heritage, art and culture Education and Ecology Total All parts of India 3.33 3.33 - 3.33 3.33 1,848.33 1,853.00 6,650.38 8,503.38 1,853.00 Note : List of implementing partners are provided below. 9. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and policy of the Company: Yes, it is in compliance with CSR Policy and Objectives of the Company. Sd/- Sd/- Azim H Premji (Executive Chairman and Managing Director) Name of Agency/Foundation/Trust Location Ashok S Ganguly (Chairman of Board Governance, Nomination and Compensation Committee) Name of Agency/Foundation/Trust Location Sl No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 25 26 27 28 29 30 31 32 33 34 Delhi NCR Mumbai Delhi NCR Bengaluru Hyderabad Kolkata Mumbai Army Navy Airforce Wives Activity Trust (ANAWA) Aseema Charitable Trust Asha Community Health Development Society ASHA Foundation Ashray Akruti Association for Rural and Urban Needy (ARUN) Association for the Welfare of Persons with a Mental Handicap in Maharashtra (AWMH) Astha Trust CBM India Trust Community Educational Centre Society (CECS) Dnyangangotri Pratishthan Door Step School (DSS) Eleutheros Christian Society (ECS) Foundation for Mother and Child Health (FMCH) Mumbai Fourth Wave Foundation (FWF) Gosaba Panchayat Committee Gubbachi Learning Community Hasiru Dala Jhamtse Gatsal Children’s Community Kottapuram Integrated Development Society (KIDS) Legal Aid to Women (LAW) Trust Delhi NCR Kottayam Dimapur Pune Pune Tuensang Dharwad, Koppal Sundarbans, WB Bengaluru Bengaluru Tawang, Arunachal Kottapuram, Thrissur Cuddalore Bengaluru Delhi NCR Delhi NCR 21 22 Makkala Jagriti 23 24 National Association for the Blind (NAB) National Centre for Promotion of Employment for Disabled People (NCPEDP) Navanirmana Charitable Trust Niramaya Health Foundation Olcott Education Society Prayas Society Rehoboth Sustainable Development Foundation Rural Literacy and Health Programme (RLHP) Sahasra Deepika International for Education (SDIE) Bengaluru Bengaluru Samridhdhi Trust Uttarakashi Shri Bhuvaneshwari Mahila Ashram (SBMA) Pune Shri Sadguru Saibaba Seva Trust Mayasandra, Tumakuru Mumbai Chennai Jaipur Coimbatore Mysore Sl No. 35 36 37 38 39 40 41 42 43 44 45 46 47 Society of Parents of Children with Autistic Disorders (SOPAN) Sugra Humayun Mirza Wakf Swadhar IDWC The Institution of Social Studies Trust (ISST) Towards Future Urmi Foundation V-Excel Education Trust Vikramshila Education Resource Society ACWADAM Batti Ghar BIOME Environmental Trust Carbon Disclosure Project India Centre for Environment Research and Education (CERE) Confederation of Indian Industry (CII) Cotton University Global Reporting Initiative Pvt Ltd Hasiru Dala Humane In Season Fish IUCN National center for Biological Sciences Nature Forever Society RUDRA VIVASWA 48 49 50 51 52 53 54 55 56 57 58 59 Waste Impact Trust 60 61 62 63 64 65 Mumbai Hyderabad Pune Delhi NCR Kolkata Mumbai Chennai Kolkata Pune Bhubaneshwar Bengaluru New Delhi Mumbai, Maharashtra New Delhi Guwahati New Delhi Bengaluru Koraput, Odisha Chennai New Delhi Bengaluru Nashik Chattra, Jharkhand Kurnool, AP Bengaluru Arunachal State Council for Science & Technology Itanagar, Arunachal Ashoka Trust for Energy and Environment (ATREE) Bengaluru, Karnataka Assam State Council for Science & Technology BIOME Environmental Solutions BITS PILANI Goa Campus C P Ramaswamy Environmental Education Centre (CPREEC) Carbon Disclosure Project India Centre for Environment Education (CEE) Guwahati, Assam Bengaluru, Karnataka Goa Chennai, Tamil Nadu Delhi Ahmedabad, Gujarat 66 67 93 Annual Report 2018-19Name of Agency/Foundation/Trust Location Centre for Environment Research and Education (CERE) Centre of Study for Sceince Technology and Policy (CSTEP) CEPT University Dakshin Foundation Mumbai, Maharashtra Bengaluru, Karnataka Ahmedabad, Gujarat Bengaluru, Karnataka Delhi state Environment Education Department Delhi FAWES Nature Club Goa Institute of Management (GIM) Chennai, Tamil Nadu Sanquelim, Goa Himachal State Council for Science & Technology Simla, Himachal IIM Kozhikode IIM Ahmedabad IIM Bengaluru IIM Lucknow IIT Delhi IIT Kharagpur IIT Bombay Institute of Chemical Technology (ICT) 84 Madhya Pradesh Environmental Planning and Coordination Organization 85 Manipal Academy of Higher Education Manipal, Karnataka 86 Meghalaya State Council for Science & Technology Shillong, Meghalaya 87 Mizoram State Council for Science & Technology Aizawl, Mizoram Nagaland State Council for Science & Technology Kohima, Nagaland Nature Conservation Foundation NIT Trichy Quizbrain SELCO Foundation Bengaluru, Karnataka Trichy, Tamil Naadu Bengaluru, Karnataka Bengaluru, Karnataka Sikkim ENVIS and Forest Department Gangtok, Sikkim Tripura State Council for Science & Technology Agartala, Tripura Sl No. 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 88 89 90 91 92 93 94 95 98 99 Pradesh Kozhikode, Kerala Ahmedabad, Gujarat Bengaluru, Karnataka Lucknow Delhi Kharagpur, West Bengal Mumbai, Maharashtra Mumbai, Maharashtra Bhopal, Madhya Pradesh Mumbai, Maharashtra Gurgaon, Delhi NCR Mumbai, Maharashtra Chandigarh, Punjab Palampur, Himachal Pradesh Bhopal, Madhya Pradesh Rayagada, Odisha Seoni, Madhya Pradesh Bantahazam, Jharkhand Delhi Mumbai, Maharashtra Ambala, Haryana Bengaluru, Karnataka Hyderabad, Telangana Ayodhya, UP Majuli, Assam Dantewada, Chattisgarh Mumbai, Maharashtra Goa Sundergarh, Odisha Andaman and Nicobar Islands Trucost 96 Wild Ecologues 97 World Reseources Institute Yuvasatta 100 Aavishkaar Yaatraa 101 Aawaj Jankalyan Samiti 102 103 104 105 106 107 108 109 110 111 Agragamee Agrani Antral Antral Theatre Apni Shala Art of Play ArtSparks ASWA Awadh Peoples Forum Ayang 112 Bachpan Banao 113 Barefoot 114 Bookworm 115 Chale Chalo 116 Dakshin Foundation 117 Digantar Shiksha Evam Khelkud Samiti Jaipur, Rajasthan 118 Dooars Jagron 119 Gramothan 120 Gubbachi Learning Community 121 Had Anhad 122 Happy Horizon Trust 123 Head Held High Jalpaiguri, West Bengal Sonepur, Odisha Bengaluru, Karnataka Indore, Madhya Pradesh Saharsa Bihar Bengaluru, Karnataka 124 Innovation and Science Promotion Foundation (ISPF) Bengaluru , Karnataka 94 Sl No. 125 126 127 128 Name of Agency/Foundation/Trust Location Isaksham Jan Sahas Social Development Society Jodo Gyan Shiksha Joy of Learning Jamui, Bihar Dewas, Madhya Pradesh Delhi Delhi 129 KeyEd Education Foundation Bengaluru, Karnataka 130 Khel Khel Mein 131 Kshamtalaya 132 Lets Open a Book 133 134 Library for All Loop 135 Maarga 136 Mantra4Change 137 Mobile Pathshala in Sunderbans 138 Musht 139 Muskaan 140 Nagaland Centre for HD-IT Delhi Sirohi, Rajasthan Spiti, Himachal Pradesh Ukhrul, Manipur Hyderabad, Telangana Bengaluru, Karnataka Bengaluru, Karnataka South 24 Paraganas, West Bengal Khandwa, Madhya Pradesh Bhopal, Madhya Pradesh Kiphire, Nagaland 141 Nature Conservation Foundation (NCF) Bengaluru, Karnataka 142 North East Education Trust 143 Pararth Samiti 144 145 Patang Pratyaya EduResearch Lab 146 Prayog 147 Roshni Trust 148 Rural Aid Sajag Samait Shala Samerth Charitable Trust Shaheed Virender Smarak Samiti (SVSS) Shiksharth Simple Education Foundation Space for Nurturing Creativity SwaTalim Swatantra Talim Synergy Tarkeybein Teach for Green The Ferdinand Centre (TFC) Thrive 165 Umoya 166 Universe Simplified 168 Upkram Vanangana Vardishnu Varitra Vidya Mytri Trust (VMT) Vidya Vidhai Vidyodaya Virasat-E-Hind Vision Empower 178 We, The people 179 Wipro Cares 180 Wipro Foundation 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 169 170 171 172 173 174 175 176 177 Guwahati, Assam Chhindwara, Madhya Pradesh Sambalpur, Odisha Chindwara, Madhya Pradesh Gopalganj, Bihar Haveri, Karnataka Alipurduar, West Bengal Mumbai, Maharashtra Ahmedabad, Gujarat Ahmedabad, Gujarat Samalkha, Haryana Sukma, Chattisgarh Delhi Rudraprayag, Uttarakhand Mewat, Haryana Lucknow, UP Harda, Madhya Pradesh Baghpat, UP Champawat, Uttarakhand Delhi Chennai, Tamil Nadu Delhi Mumbai, Maharashtra Sonbhadra, UP Banda, UP Jalgaon, Maharashtra Karnal, Haryana Koppal, Karnataka Chennai, Tamil Nadu Kolhapur, Maharashtra Bhubaneshwar, Odisha Bengaluru, Karnataka Delhi NCR Bengaluru, Karnataka Bengaluru, Karnataka 167 Unnati Institute for Social and Economic Change Akola, Maharashtra Vikramshila Education Resource Society Kolkata, West Bengal Xavier University Bhubaneshwar (XUB) Bhubaneshwar, Odisha School Education Trust for the Disadvantaged Aligarh, UP School Social Science Initiative Bhubaneshwar, Odisha Wipro LimitedAnnexure VI Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended March 31, 2019 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: CIN i. ii. Registration Date iii. Name of the Company iv. Category/Sub-Category of the Company Public Limited Company - Limited by Shares L32102KA1945PLC020800 December 29, 1945 Wipro Limited v. Address of the Registered office and contact details vi. Whether listed company vii. Name, Address and Contact details of Registrar and Transfer Agent, if any Indian Non-Government Company Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035 Ph: 080 28440011, Fax: 080 28440054 Website: www.wipro.com Email: corp-secretarial@wipro.com Yes Karvy Fintech Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Contact Person: Mr. B Srinivas Manager Tel: 040-6716 2222 Fax: 040-2300 1153 Email: srinivas.b@karvy.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10% or more of the total turnover of the company shall be stated:- Name and Description of main products/services Sl. No. 1 IT Software, Services and related activities NIC Code of the Product/service 62013 62020 III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES % to total turnover of the company 100% Name of the Company Address of the Company CIN/GLN Sr. No. 1. Wipro, LLC 2 Tower Center Blvd, Suite 2200 East Brunswick, NJ 08816, USA 2. Wipro Gallagher Solutions, LLC 18001, Old Cutler Road, Suite 651, Palmetto Bay, Florida 33157, USA 3. Opus Capital Market Consultants LLC 100 Tri State International, Ste, 300A Lincolnshire, IL 60069, USA 4. Wipro Promax Analytics Solutions, LLC 2 Tower Center Blvd, Suite 2200; East Brunswick, NJ 08816, USA 5. Wipro Insurance Solutions, LLC 1209, Orange St, Wilmington, New Castle Country-19801, USA 6. Wipro IT Services, LLC 251, Little Falls Drive, Wilmington 19808 N/A N/A N/A N/A N/A N/A Holding/ Subsidiary /Associate % of shares held Applicable Section Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) 95 Annual Report 2018-19 Name of the Company Address of the Company CIN/GLN Sr. No. 7. Wipro Solutions Canada Limited Atco Center, 909 11th Ave SW, Calgary, AB T2R 1L7, Canada 8. Wipro Japan KK Yokohama Landmark Tower 26F #2605, 2-2-1-1 Minato-Mirai 2208126 Yokohama, Kanagawa, Japan 9. Wipro Shanghai Limited F3, Bldg 9, Zhangjiang Hi-Tech Park, Shanghai, China 10. Wipro Information Technology Netherlands BV 11. Wipro Chengdu Limited 12. Wipro (Thailand) Co. Limited Hoogoorddreef 15, 1101 BA Amsterdam, The Netherlands 3/F, A3 Building, Tianfu Software Park, Tianfu Avenue, Hi-Tech zone, Chengdu, China – 610041 152, Chartered Square Building, Unit 17-02B, North Sathorn Road, Kwaeng Silom, Khet Bangrak, Bangkok, Thailand 13. Wipro Technologies Limited Str. 1, 109028, Dom 13, Khokhlovsky Pereulok Moscow, Russia 14. Wipro Technologies Australia Pty Ltd Unit 1, 7 Sky Close, Taylors Beach NSW 2316, Australia 15. PT WT Indonesia Regus-Jakarta Menara Standard Chartered 30/F Menara Standard Chartered Jl. 164 Jakarta. 12930. Indonesia 16. Wipro Travel Services Limited Sarjapur Road, Doddakannelli, Bengaluru - 560035, India 17. Wipro Trademarks Holding Limited Sarjapur Road, Doddakannelli, Bengaluru - 560035, India 18. Wipro Networks Pte 31, Cantonment Road, Singapore 089747 Limited 19. Wipro Technologies SDN BHD Suite 702, 7th floor, Wisma Hangsam,Jalan Hang lekir, 50000, Kualalumpur, Malaysia 20. Wipro Philippines, Inc. (formerly known as Wipro BPO Philippines Limited Inc.) Cebu IT Tower 1 Corner Archbishop Reyes Avenue and Mindanao Street, Cebu Business Park, 6000 Cebu City, Cebu, Philippines 21. Wipro Information 7, Azattyk Ave., Atyrau city, Kazakhstan Technology Kazakhstan LLP 22. Wipro IT Services Ukraine, LLC Regus - 42 - 44 Shovkovychna Street, Kiev 01601, Ukraine 23. Wipro Arabia Co. Limited Suite No. 209, Jarrir, Book Store Building, Alkhobar, PO Box 31349, 31952, Saudi Arabia. 24. Women’s Business Park Technologies Limited PO Box 47033, Riyadh 11552, Kingdom of Saudi Arabia 25. Wipro Information Technology Egypt SAE(a) B-124, Smart Village, Cairo-Alex Desert Road, Giza, Egypt 26. Wipro Bahrain Limited Co. S.P.C (formerly known as Wipro Bahrain Limited WLL) 27. Wipro Gulf LLC Seef Business Centre Building, #2795 5th Floor, # 510 Road 2835 , Kingdom of Bahrain 322 Office # 28, KOM 4 Ground Floor, Knowledge Oasis Muscat, Sultanate of Oman 28. Wipro Doha LLC Servcorp, Level 22, Tomado Tower, West Bay, Doha 29. Rainbow Software LLC D603, St.14, Building 43, Al Mansour, Baghdad, Iraq 30. Wipro Technologies SA DE CV Ave. Pedro Ramírez Vázquez 200-1, 4º Piso Valle Oriente, Garza García, N.L., México 66269 96 Holding/ Subsidiary /Associate % of shares held Applicable Section Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) N/A N/A N/A N/A N/A N/A N/A N/A N/A U91200KA1996PLC020622 Subsidiary 100 2(87) U93090KA1982PLC021795 Subsidiary 100 2(87) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 66.67 2(87) Subsidiary 55 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary 49 100 100 2(87) 2(87) 2(87) Wipro LimitedName of the Company Address of the Company CIN/GLN Sr. No. 31. Wipro Do Brasil Technologia LTDA João Marchesini street, No. 139 - 5th and 6th floor Post Code: 80215-432 Curitiba/Parana – Brazil 32. Wipro Do Brasil Sistemetas De Informatica Ltd Av.Maria Coelho Aguiar,215 – Bloco B– 6º. Andar – Jd. São LuisSão Paulo – SP zip code.: 05804-900, Brazil 33. Wipro Technologies SA Carlos Pellegrini, 581 (Piso 7) 1009 Capital Federal, Buenos Aires – Argentina 34. Wipro Technologies Peru SAC Av.De la Floresta No. 497, Piso 5, San Borja, Lima, Peru 35. Wipro do Brasil Servicos de Tecnologia S.A (Formerly known as Infoserver SA) 36. Wipro Technologies Vz, C.A Dr .Yajiro Takaoka 4.348, 8th floor, Room 809, Alphaville, CEP 06541-038, City of Santana do Parniba, Sao Paulo, Brazil Av. Blandin, Torre B.O.D. La Castellana. Caracas, Venezuela. 37. Wipro Technologies W.T Sociedad Anonima Escalante, Calle 31, Avenida 13, #2575, 7813-1000 San José, Costa Rica 38. Wipro Technologies Chile SPA Andrés Bello 2711, 8th floor, Las Condes, Torre Costanera, CP 7550611, Santiago, CHILE. 39. Wipro Poland SP Z.O.O Arkonska Business Park, ul. Arkońska 6/A2, 2 Floor, 80-387 Gdansk, Poland 40. Wipro IT Services Poland SP Z.O.O 16th Flr, (Millennium Plaza), Al. Jerozolimskie 123a, Warsaw 02-017, Poland 41. Wipro Portugal SA Rua Engo,Frederico Ulrich, 2650, Edificio Wipro,4470- 605 Moreira- Maia, Portugal 42. Wipro Technologies SRL TRUST CENTER Splaiul Independentei, nr 319C, Sector 6, Bucharest, Romania. 43. Wipro Technologies Dusseldorferstr 71B, 40667 Meerbusch, Germany GmbH 44. Cellent GmbH Ringtrabe, 70, 70736 Fellbach, Germany 45. Cellent GmbH Lassallestraße 7b,1020 Vienna, Austria 46. Wipro Digital APS Philip Heymans Alle 7, 2900 Hellerup, Denmark 47. Designit A/S Bygmestervej 61, 2400 Copenhagen NV, Denmark 48. Designit Denmark A/S Bygmestervej 61, 2400 Copenhagen NV, Denmark 49. Designit Germany GmbH (formerly known as Designit Munich GmbH) Gabrielenstrasse 9, 80636 Munich 50. Designit Spain Digital S.L C/ Mártires de Alcalá 4, 1º, 28015 Madrid 51. Designit Colombia S A S Carrera 48 20 114 Oficina 834, Medellin, Antioquia. Columbia 52. Designit Peru SAC Av. Alberto del Campo 409, Oficina 503 Distrito Magdalena del Mar 53. Designit Oslo A/S Akkersbakken 12, 0172 Oslo, Norway 54. Designit Sweden AB Gustavslundsvägen 143, 167 51, Bromma, Sweden 55. Designit T.L.V Limited 18 Raoul Wallenberg Street, Tel Aviv, Israel 56. Designit Tokyo Co., Limited The Park Rex Koamicho Bldg 8F, 11-8 Koamicho Nihombashi Chuo-ku Tokyo 103-0016 57. Frontworx Lassallestraße 7b, 1020 Vienna, Austria Informationstechnologie GmbH N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Holding/ Subsidiary /Associate % of shares held Applicable Section Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary 100 100 100 100 100 100 Subsidiary Subsidiary 100 100 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary Subsidiary 100 100 100 100 2(87) 2(87) 2(87) 2(87) Subsidiary 100 2(87) 97 Annual Report 2018-19Name of the Company Address of the Company CIN/GLN Sr. No. Holding/ Subsidiary /Associate % of shares held Applicable Section 58. Wipro Cyprus SE (Formerly known as Wipro Cyprus Public Limited) Kings Court, 185 Kings Road, Reading, Berkshire RG1 4EX, United Kingdom N/A Subsidiary 100 2(87) 59. Wipro Holdings Hungary H-1143 Budapest, Stefánia út 101-103, Hungary Korlátolt Felelősségű Társaság 60. Wipro Holdings H-1143 Budapest, Stefánia út 101-103, Hungary Investment Korlátolt Felelősségű Társaság 61. Wipro Outsourcing Services (Ireland) Limited Dromore House, # 3rd Floor, Eastpark Business Centre, Shannon , Co. Clare, Ireland 62. Wipro Holdings (UK) Limited Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom 63. Wipro Europe Limited 64. Wipro UK Limited Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom 65. Wipro Financial Services UK Limited Devonshire House, 60 Goswell Road, London, United Kingdom, EC1M 7AD 66. Wipro IT Services S.R.L (b) Bucharest, 169A Calea Floreasca, Building B, 1st, 67. Wipro Technologies South Africa (Proprietary) Limited 2nd and 3rd floor, 1st District, Romania The Forum, 10th Floor Office 162 Maude Street, Sandton, 2198 Johannesburg, South Africa 68. Wipro Technologies Nigeria Limited 7th Floor, Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), Ikoyi Lagos, Nigeria 69. Wipro Corporate Technologies Ghana Ltd 70. Wipro (Dalian) Limited 2nd Floor, Opeibea House, 37 Liberation Road, ACCRA, PO. BOX. CT 9347 Cantonments, ACCRA, Ghana D7, Spring-Field Park, Ganjingzi District, Dalian, China, Peoples Republic of China, Pin-116034 71. Wipro Overseas IT Services Private Limited Sarjapur Road, Doddakannelli, Bengaluru - 560035,India 72. Healthplan Services 3501 E Frontage Rd., Tampa, FL 33607, USA Insurance Agency, LLC 73. Healthplan Services, LLC 3501 E Frontage Rd, Tampa, FL 33607, USA 74. Appirio, Inc. 75. Cooper Software,LLC 201 S. Capitol Ave., #1100 Indianapolis, IN 46225, USA 85 2nd Street, 8th Floor San Francisco, CA 94105, USA 76. Infocrossing, LLC 425 National Ave STE 200, Mountain View, CA 94043, USA 77. Wipro US Foundation(c) 251, Little Falls Drive, Wilmington, country of New Castle, Delware19908 78. Appirio, K.K METLIFE Aoyama Building 8F, 2-11-16, Minami Aoyama, Minato-ku, Tokyo, Japan 79. Topcoder, LLC 251 Little Falls Drive, Wilmington - 19808-1674 80. Appirio GmbH(d) TorstraBe, 138, 10119, Berlin, Germany 81. Appirio Limited 92-93- St. Stephens Green, Dublin-2, Ireland 82. Appirio Limited Longcraft House, 2-8 Victoria Avenue, London, EC2M4NS, UK 83. Wipro IT Services Bangladesh Limited Grand Delvista, Level-4, Plot 1/A, Road 113, Gulshan Dhaka, 1212, Bangladesh N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) U72200KA2015PTC080266 Subsidiary 100 2(87) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary Subsidiary Subsidiary 100 100 100 100 2(87) 2(87) 2(87) 2(87) Subsidiary 100 2(87) 98 Wipro LimitedName of the Company Address of the Company CIN/GLN Sr. No. Holding/ Subsidiary /Associate % of shares held Applicable Section 710, Ansal Chambers II 6 Bhikaji Cama Place, New Delhi 110066 U74999DL2016PTC305940 Subsidiary 100 2(87) 84. Wipro HR Services India Private Limited (formerly known as Alight HR Services India Private Limited)(e) 85. Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD 86. Drivestream, Inc. The Forum, 10th Floor Office 162 Maude Street, Sandton, 2198 Johannesburg, South Africa 45610 Woodland Road, Suite 150 Sterling, VA 20166, USA 87. Denim Group Limited 1354 North Loop 1604 E, Suite 110, San Antonio, Texas 78232 88. Denim Group Management, LLC 1354 North Loop 1604 E, Suite 110, San Antonio, Texas 78232 N/A N/A N/A N/A Subsidiary 100 2(87) Associate 47.3 2(6) Associate 33 2(6) Associate 33.33 2(6) (a) Wipro Information Technology Egypt SAE has been put into liquidation with effect from September 30, 2016. (b) Wipro IT Services S.R.L, Romania, was incorporated on November 1, 2018. (c) Wipro US Foundation, USA, was incorporated on January 25, 2019. (d) Appirio GmbH has been put into liquidation with effect from December 10, 2018. (e) Wipro HR Services India Private Limited (formerly known as Alight HR Services India Private Limited) was acquired on August 31, 2018. Pursuant to order dated March 29, 2019, the Hon’ble National Company Law Tribunal, Bengaluru bench, approved the scheme of amalgamation for the merger of our wholly-owned subsidiaries, Wipro Information Technology Austria GmbH, Wipro Technologies Austria GmbH, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited, with and into Wipro Limited. As per the said scheme, the appointed date is April 1, 2018. Therefore, particulars of these entities are not included in the above list. Cellent Mittelstandsberatung GmbH was merged with and into Cellent GmbH, Germany with effect from November 6, 2018. Therefore, particulars of the entity are not included in the above list. Appirio Singapore Pte Ltd was liquidated with effect from February 4, 2019. Therefore, particulars of the entity are not included in the above list. The Company reduced its shareholding in WAISL Limited (formerly known as Wipro Airport IT Services Limited) from 74% to 11% on April 5, 2018. Hence, particulars of the entity are not included in the above list. 99 Annual Report 2018-19 % Change during the year 0 - - - IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding Category Code Category of Shareholder No. of shares held at the beginning of the year (April 1, 2018) No. of shares held at the end of the year (March 31, 2019) Demat Physical Total % of Total shares Demat Physical Total % of Total shares (A) (1) (a) (b) (c) (d) (e) (f) (2) (a) (b) (c) (d) (e) (B) (1) (a) (b) (c) (d) (e) (f) (g) (h) (i) (2) (a) (b) PROMOTER AND PROMOTER GROUP INDIAN Individual /HUF Central Government/State Government(s) Bodies Corporate (Promoter in his capacity as Director of Private Limited/Section 25 Companies) - 16,732,153 Financial Institutions / Banks - Any Other -Partnership firms (Promoter in his capacity as partner of Partnership firms) Others - Trust Sub-Total A(1) FOREIGN Individuals (NRIs/Foreign Individuals) Bodies Corporate Institutions Qualified Foreign Investor Others Sub-Total A(2) : 2,535,965,162 618,461,626 3,361,997,805 - - - - - - PUBLIC SHAREHOLDING INSTITUTIONS Mutual Funds /UTI 101,258,173 Financial Institutions /Banks 17,500,460 Central Government / State Government(s) Venture Capital Funds - - Insurance Companies 142,560,401 Foreign Institutional Investors 419,150,036 Foreign Venture Capital Investors Qualified Foreign Investor Others -Alternate Investment Fund Sub-Total B(1) NON-INSTITUTIONS Bodies Corporate NBFCs Registered with RBI Overseas Corporate Bodies Individuals (i) Individuals holding nominal share capital upto ` 1 lakh 190,838,864 - 190,838,864 4.22 254,451,816 - 254,451,816 - - - 16,732,153 0.37 22,309,537 - - - - - - - 22,309,537 4.22 - 0.37 - - 2,535,965,162 56.06 3,381,286,878 - 3,381,286,878 56.04 (0.02) 618,461,626 13.67 797,948,834 3,361,997,805 74.32 4,455,997,065 - 797,948,834 - 4,455,997,065 13.22 73.85 (0.45) (0.47) - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 101,258,173 17,500,460 2.24 0.39 94,005,955 29,674,597 - - - - - - 142,560,401 419,150,036 3.15 9.27 267,932,933 538,940,494 - - - - - - - - 528,918 - - - 680,469,070 680,469,070 15.05 931,082,897 - - - - - - - - - - 94,005,955 29,674,597 - - 267,932,933 538,940,494 - - 1.56 0.49 (0.68) 0.10 - - - - 4.44 8.94 1.29 (0.33) - - - - 528,918 0.01 0.01 931,082,897 15.44 0.39 48,147,139 83,230 48,230,369 43,869 12,544 - - 43,869 12,544 1.07 0.00 0.00 126,246,943 110,455 126,357,398 661,552 - - - 661,552 - 2.09 0.01 - 1.02 0.01 0.00 76,209,953 10,88,350 77,298,303 1.71 99,179,142 1,127,021 100,306,163 1.66 (0.05) Total A=A(1)+A(2) : 33,619,97,805 - 33,619,97,805 74.32 4,455,997,065 - 4,455,997,065 73.85 (0.47) (ii) Individuals holding 144,144,215 13,789,767 157,933,982 3.49 195,849,721 11,021,921 206,871,642 3.43 (0.06) nominal share capital in excess of ` 1 lakh (c) Qualified Foreign Investor - - - - - - - - - 100 Wipro Limited Category Code Category of Shareholder No. of shares held at the beginning of the year (April 1, 2018) No. of shares held at the end of the year (March 31, 2019) Demat Physical Total % of Total shares Demat Physical Total % of Total shares % Change during the year (d) Others NON-RESIDENT INDIANS 25,090,745 205 25,090,950 IEPF Foreign Bodies - DR TRUSTS 1,219,549 66,561 (a) Wipro Equity Reward Trust* 23,097,216 (b) Other Trusts Non-Executive Directors and Executive Directors & Relatives 4,047,877 3,734 CLEARING MEMBERS 5,588,859 FOREIGN NATIONAL 37,284,874 - - - - - - 1,219,549 66,561 23,097,216 4,047,877 3,734 5,588,859 37,284,874 Sub-Total B(2) : 364,957,135 14,961,552 379,918,687 0.55 0.03 0.00 0.51 0.09 0.0 0.12 0.82 8.39 32,136,878 1,706,952 88,748 27,353,853 9,771,422 4,978 4,303,891 56,924 272 32,137,150 - - - - - - - 1,706,952 88,748 27,353,853 9,771,422 4,978 4,303,891 56,924 497,361,004 12,259,669 509,620,673 Total B=B(1)+B(2) : 1,045,426,205 14,961,552 1,060,387,757 23.44 1,428,443,901 12,259,669 1,440,703,570 Total (A+B) : 4,407,424,010 14,961,552 4,422,385,562 97.75 5,884,440,966 12,259,669 5,896,700,635 Shares held by custodians, against which Depository Receipts have been issued 0.54 0.03 0.00 0.45 0.16 0.00 0.07 0.00 8.44 23.88 97.73 (0.01) 0.00 0.00 (0.06) 0.07 0.00 (0.05) (0.82) 0.05 0.44 (0.02) (C) (1) (2) Promoter and Promoter Group - - - - - Public 101,328,388 70,541 101,398,929 2.25 137,234,753 - 0 - - - 137,234,753 2.27 0.02 GRAND TOTAL (A+B+C) : 4,508,752,398 15,032,093 4,523,784,491 100.00 6,021,675,719 12,259,669 6,033,935,388 100.00 * Shares held by Wipro Equity Reward Trust are classified as non-promoter non-public shareholding as per the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014. ii. Shareholding of Promoter and Promoter Group Sr. No. Shareholder’s Name Shareholding at the beginning of the year (April 1, 2018) Shareholding at the end of the year (March 31, 2019) No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares % change in shareholding during the year(3) 1 2 3 4 5 6 7 8 9 Azim H Premji Yasmeen A Premji Rishad A Premji Tariq A Premji Mr. Azim H Premji Partner representing Prazim Traders Mr. Azim H Premji Partner representing Zash Traders Mr. Azim H Premji Partner representing Hasham Traders Azim Premji Philanthropic Initiatives Private Limited (1) Hasham Investment and Trading Co Private Limited 186,810,200 2,125,332 1,373,332 530,000 890,813,582 903,239,580 741,912,000 15,606,157 1,125,996 10 Azim Premji Trust (2) TOTAL 618,461,626 3,361,997,805 Note: 4.13 0.05 0.03 0.01 19.69 19.97 16.40 0.34 0.02 13.67 74.32 0 0 0 0 249,080,265 2,833,776 1,831,109 706,666 0 1,187,751,441 0 1,204,319,438 0 0 0 0 989,215,999 20,808,209 1,501,328 797,948,834 0 4,455,997,065 4.13 0.05 0.03 0.01 19.68 19.96 16.39 0.34 0.02 13.22 73.85 0 0 0 0 0 0 0 0 0 0 0 0.00 0.00 0.00 0.00 (0.005) (0.005) (0.01) 0.00 0.00 (0.45) (0.47) 1. Mr. Azim H Premji disclaims the beneficial ownership of shares held by Azim Premji Philanthropic Initiatives Private Limited. 2. Mr. Azim H Premji disclaims the beneficial ownership of shares held by Azim Premji Trust. 3. Percentage change in shareholding of promoters at the end of the year is as a result of dilution on account of allotment of equity shares to employees pursuant to exercise of stock options and sale of 26,666,667 equity shares by Azim Premji Trust through market sale on March 8, 2019. Percentage of shareholding in the above table have been subject to rounding-off adjustments. 101 Annual Report 2018-19 iii. Change in Promoters’ Shareholding (please specify, if there is no change) Shareholding at the beginning of the year (April 1, 2018) No. of shares % of total shares of the company 74.32 3,361,997,805 Date Reason Increase/Decrease in Shareholding Cumulative Shareholding during the year No. of Shares % total shares of the Company(1) No. of shares % of total shares of the Company (2) At the beginning of the year (April 1, 2018) Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Azim Hasham Premji Sr. No 1 2 3 4 5 6 7 8 9 186,810,200 4.13 08/03/2019 Yasmeen A Premji 2,125,332 0.05 08/03/2019 Rishad Azim Premji 1,373,332 0.03 08/03/2019 Tariq Azim Premji 530,000 0.01 08/03/2019 Mr Azim Hasham Premji Partner Representing Hasham Traders Mr Azim Hasham Premji Partner Representing Prazim Traders Mr Azim Hasham Premji Partner Representing Zash Traders Hasham Investment and Trading Co Private Limited Azim Premji Trust 741,912,000 16.40 08/03/2019 890,813,582 19.69 08/03/2019 903,239,580 19.97 08/03/2019 1,125,996 0.02 08/03/2019 61,846,1626 13.67 08/03/2019 08/03/2019 10 Azim Premji Philanthropic Initiatives Private Limited At the End of the year (March 31, 2019) 15,606,157 0.34 08/03/2019 4,455,997,065 73.85 Bonus allotment Bonus allotment Bonus allotment Bonus allotment Bonus allotment Bonus allotment Bonus allotment Bonus allotment Bonus allotment Sale of shares Bonus allotment 62,270,065 708,444 457,777 176,666 247,303,999 296,937,859 301,079,858 375,332 206,153,875 - - - - - - - - - 249,080,265 2,833,776 18,31,109 7,06,666 4.13 0.05 0.03 0.01 989,215,999 16.39 1,187,751,441 19.68 1,204,319,438 19.96 1,501,328 0.02 (26,666,667) (0.45) 797,948,834 13.22 5,202,052 - 20,808,209 0.34 (1) The issue of bonus equity shares was in the ratio of 1:3 to all shareholders. Consequently, there was no change in the percentage shareholding post issue of bonus equity shares. (2) Percentage change in shareholding of promoters at the end of the year is as a result of dilution on account of allotment of equity shares to employees pursuant to exercise of stock options and sale of 26,666,667 equity shares by Azim Premji Trust through market sale on March 8, 2019. iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of ADRs): Sl. No. For Each of the Top 10 Shareholders Shareholding at the beginning of the year Cumulative Shareholding during the year (2018-19) No.of shares % of total shares of the Company No.of shares % of total shares of the Company 1. At the beginning of the year 2. Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc): 3, At the End of the year ( or on the date of separation, if separated during the year) 102 Refer Annexure A Wipro Limited v. Shareholding of Directors and Key Managerial Personnel: For Each of the Directors and KMP Sl. No. Shareholding at the beginning of the year (April 1, 2018) Cumulative Shareholding during the year (2018-19) No. of shares % of total shares of the Company No. of shares % of total shares of the Company 1. At the beginning of the year 2. Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/ bonus/sweat equity etc): 3. At the end of the year (March 31, 2019) V. INDEBTEDNESS Refer Annexure B Indebtedness of the Company including interest outstanding/accrued but not due for payment. (` in Million) Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year • Addition • Reduction ERF (Gain)/Loss for foreign currency loans Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due Total (i+ii+iii) 1,407 - - 1,407 - 805 (6) (811) 596 - - 596 56,621 - 130 56,751 56,537 63,871 1,396 (5,938) 50,683 - 35 50,718 - - - - - - - - - - - - 58,028 - 130 58,158 56,537 64,676 1,390 (6,749) 51,279 - 35 51,314 Note: Obligation under finance lease is secured by underlying fixed assets. These obligations are repayable in monthly, quarterly and yearly installments up to year ending March 31, 2021. The interest rate for these obligations ranges from 1.82% to 10.61%. 103 Annual Report 2018-19 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager (` in Crores) Sl. No. Particulars of Remuneration 1. Gross salary (a) (b) (c) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income-Tax Act, 1961 2. 3. 4. 5. 6 7 Stock Options Sweat Equity Commission - as % of net profits - others Others- Variable Pay Allowances & Other Annual Compensation Retirals Total (A) Ceiling as per the Act Azim H Premji Rishad A Premji(3) Name of MD/WTD/Manager Abidali Z Neemuchwala(1)(2) 0.30 0.38 - - - 7.20 - - 13.92 - 1.07 0.02 - - - - - 0.91 0.13 0.09 1.81 - - 4.82 0.61 0.31 6.83 ` 10,478 (being 10% of Net Profits of the Company as calculated as under Section 198 of the Companies Act, 2013) - - 6.17 - 0.03 27.32 (1) Figures mentioned in ` are equivalent of amounts paid in US$ (2) Computation of remuneration to Chief Executive Officer and Executive Director is on an accrual basis and includes amortisation of ADS Restricted Stock Units (RSUs) granted to him, which vests over a period a time. This also includes RSUs that vest based on performance parameters the Company. (3) Computation of remuneration to Executive Director and Chief Strategy Officer includes cash based bonus (part of his variable pay) on an accrual basis, which is payable over a period of time. B. Remuneration to Other Directors 2018-19: (` in Crores) Particulars of Remuneration Name of Directors 1. Independent Directors • Fee for attending board committee meetings • Commission • Others, please specify Total (1) 2. Other Non-Executive Directors • Fee for attending board committee meetings • Commission • Others, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act Refer Annexure C ` 104.78 (being 1% of Net Profits of the Company as calculated as under Section 198 of the Companies Act, 2013). Sl. no. 104 Wipro Limited C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD Sl. no. 1. Gross salary Particulars of Remuneration Key Managerial Personnel (` in Crores) Chief Financial Officer* Company Secretary** (a) (b) (c) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 Value of perquisites u/s 17(2) Income-tax Act, 1961 Profits in lieu of salary under section 17(3) Income-tax Act, 1961 2. Stock Option 3. Sweat Equity 4. Commission - as % of profit - others 5. Retirals 6. Total 3.07 0.06 – 2.73 – – – 0.23 6.09 1.19 0.01 – 0.39 – – – 0.05 1.64 * Computation of remuneration to Chief Financial Officer is on an accrual basis and includes amortisation of Restricted Stock Units (RSUs) granted to him, which vests over a period a time. This also includes RSUs that vest based on performance parameters the Company. ** Computation of remuneration of Company Secretary includes perquisites value of Restricted Stock Units exercised during the financial year and does not include grant of such options. VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2019. Type Section of the companies Act Brief description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/ NCLT/Court] Appeal made. If any (give details) A. Company Penalty Punishment Compounding B. Directors Penalty Punishment Compounding C. Other Officers in Default Penalty Punishment Compounding NIL NIL NIL 105 Annual Report 2018-19 Annexure A SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 1 01/04/2018 Opening Balance LIC NEW ENDOWMENT PLUS-GROWTH FUND 155,082,884 06/07/2018 Purchase 13/07/2018 Purchase 20/07/2018 Purchase 27/07/2018 Purchase 03/08/2018 Purchase 10/08/2018 Purchase 17/08/2018 Purchase 24/08/2018 Purchase 31/08/2018 Purchase 07/09/2018 Purchase 21/09/2018 Purchase 28/09/2018 Purchase 05/10/2018 Purchase 12/10/2018 Purchase 19/10/2018 Purchase 26/10/2018 Purchase 02/11/2018 Purchase 09/11/2018 Purchase 16/11/2018 Purchase 23/11/2018 Purchase 30/11/2018 Purchase 07/12/2018 Purchase 14/12/2018 Purchase 21/12/2018 Purchase 28/12/2018 Purchase 31/12/2018 Purchase 04/01/2019 Purchase 11/01/2019 Purchase 18/01/2019 Purchase 25/01/2019 Purchase 15/03/2019 Purchase-Bonus shares 31/03/2019 Closing Balance 2 01/04/2018 Opening Balance ICICI PRUDENTIAL TOP 100 FUND 73,252,921 06/04/2018 Purchase 06/04/2018 Sale 13/04/2018 Purchase 13/04/2018 Sale 20/04/2018 Purchase 20/04/2018 Sale 27/04/2018 Purchase 27/04/2018 Sale 04/05/2018 Purchase 04/05/2018 Sale 11/05/2018 Purchase 106 7,433 717 22,757 36 141,693 4,506 21 441 1,306,315 579,394 1,081,453 2,412,676 4,731,778 302,236 1,001,424 2,855,017 2,306,975 2,028,100 961,970 2,281,443 459,884 513,827 3,412,476 4,306,796 6,139,458 5,536,658 2,849,020 2,194,794 1,262,852 3,304,906 1,860,718 950,019 934,124 1,945,441 1,244,472 1,863,768 414,000 1,548,782 2,084,391 2,242,451 962,673 3.43 0.05 0.10 0.01 0.02 0.06 0.05 0.04 0.02 0.05 0.01 0.01 0.08 0.10 0.14 0.12 0.06 0.05 0.03 0.07 0.04 0.02 0.02 0.04 0.03 0.04 0.01 0.03 0.05 0.05 0.02 155,082,884 155,082,884 157,495,560 162,227,338 162,529,574 163,530,998 166,386,015 168,692,990 170,721,090 171,683,060 173,964,503 174,424,387 174,938,214 178,350,690 182,657,486 188,796,944 194,333,602 197,182,622 199,377,416 200,640,268 203,945,174 205,805,892 206,755,911 207,690,035 209,635,476 210,879,948 212,743,716 213,157,716 214,706,498 216,790,889 219,033,340 293,328,007 73,252,921 73,260,354 73,259,637 73,282,394 73,282,358 73,424,051 73,419,545 73,419,566 73,419,125 74,725,440 74,146,046 75,227,499 1.62 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.03 0.01 0.02 3.43 3.43 3.48 3.59 3.59 3.61 3.68 3.73 3.77 3.79 3.85 3.86 3.87 3.94 4.04 4.17 4.30 4.36 4.41 4.43 4.51 4.55 4.57 4.59 4.63 4.66 4.70 4.71 4.74 4.79 4.84 4.84 4.86 1.62 1.62 1.62 1.62 1.62 1.62 1.62 1.62 1.62 1.65 1.64 1.66 73,331,994 - 219,996,013 Wipro Limited SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 18/05/2018 Purchase 18/05/2018 Sale 25/05/2018 Purchase 25/05/2018 Sale 01/06/2018 Purchase 01/06/2018 Sale 08/06/2018 Purchase 15/06/2018 Purchase 15/06/2018 Sale 22/06/2018 Purchase 22/06/2018 Sale 29/06/2018 Purchase 29/06/2018 Sale 06/07/2018 Purchase 06/07/2018 Sale 13/07/2018 Purchase 13/07/2018 Sale 20/07/2018 Purchase 20/07/2018 Sale 27/07/2018 Purchase 27/07/2018 Sale 03/08/2018 Purchase 03/08/2018 Sale 10/08/2018 Purchase 10/08/2018 Sale 17/08/2018 Purchase 17/08/2018 Sale 24/08/2018 Purchase 24/08/2018 Sale 31/08/2018 Purchase 31/08/2018 Sale 07/09/2018 Purchase 07/09/2018 Sale 14/09/2018 Purchase 14/09/2018 Sale 21/09/2018 Purchase 21/09/2018 Sale 28/09/2018 Purchase 28/09/2018 Sale 05/10/2018 Purchase 05/10/2018 Sale 12/10/2018 Purchase 12/10/2018 Sale 19/10/2018 Purchase 19/10/2018 Sale 26/10/2018 Purchase 26/10/2018 Sale 02/11/2018 Purchase 2,098 323 388 617 1,786,169 1,054 504,678 741,713 23,544 3,164,410 147 4,901,700 327,900 2,514,354 7,181 2,338 67 874,691 1,615,172 723 463,815 12,642 740 574 5,848 529 34,911 60,078 248,568 1,373 1,401,540 1,466 6,987,734 1,140,029 4,392,312 8,155 1,532,859 859 13,561,243 1,977 3,788,432 827,951 1,445,883 5,812 2,890,659 190,170 1,855,821 161,393 0.00 0.00 0.00 0.00 0.04 0.00 0.01 0.02 0.00 0.07 0.00 0.11 0.01 0.06 0.00 0.00 0.00 0.02 0.04 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.03 0.00 0.15 0.03 0.10 0.00 0.03 0.00 0.30 0.00 0.08 0.02 0.03 0.00 0.06 0.00 0.04 0.00 75,229,597 75,229,274 75,229,662 75,229,045 77,015,214 77,014,160 77,518,838 78,260,551 78,237,007 81,401,417 81,401,270 86,302,970 85,975,070 88,489,424 88,482,243 88,484,581 88,484,514 89,359,205 87,744,033 87,744,756 87,280,941 87,293,583 87,292,843 87,293,417 87,287,569 87,288,098 87,253,187 87,313,265 87,064,697 87,066,070 85,664,530 85,665,996 78,678,262 79,818,291 75,425,979 75,434,134 73,901,275 73,902,134 60,340,891 60,342,868 56,554,436 57,382,387 55,936,504 55,942,316 53,051,657 53,241,827 51,386,006 51,547,399 1.66 1.66 1.66 1.66 1.70 1.70 1.71 1.73 1.73 1.80 1.80 1.91 1.90 1.96 1.96 1.96 1.96 1.98 1.94 1.94 1.93 1.93 1.93 1.93 1.93 1.93 1.93 1.93 1.92 1.92 1.89 1.89 1.74 1.76 1.67 1.67 1.63 1.63 1.33 1.33 1.25 1.27 1.24 1.24 1.17 1.18 1.14 1.14 107 Annual Report 2018-19 SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 02/11/2018 Sale 09/11/2018 Purchase 09/11/2018 Sale 16/11/2018 Purchase 16/11/2018 Sale 23/11/2018 Purchase 23/11/2018 Sale 30/11/2018 Purchase 30/11/2018 Sale 07/12/2018 Purchase 07/12/2018 Sale 14/12/2018 Purchase 14/12/2018 Sale 21/12/2018 Purchase 21/12/2018 Sale 28/12/2018 Sale 31/12/2018 Purchase 31/12/2018 Sale 04/01/2019 Purchase 04/01/2019 Sale 11/01/2019 Purchase 11/01/2019 Sale 18/01/2019 Purchase 18/01/2019 Sale 25/01/2019 Purchase 25/01/2019 Sale 01/02/2019 Purchase 01/02/2019 Sale 08/02/2019 Purchase 08/02/2019 Sale 15/02/2019 Purchase 15/02/2019 Sale 22/02/2019 Purchase 22/02/2019 Sale 01/03/2019 Purchase 01/03/2019 Sale 08/03/2019 Purchase 08/03/2019 Sale 15/03/2019 Purchase-Bonus shares 22/03/2019 Purchase 22/03/2019 Sale 29/03/2019 Purchase 29/03/2019 Sale 31/03/2019 Closing Balance 1,419,699 896 340,997 1,703 1,038,535 494,691 1,160,165 1,636 3,216,800 239,359 2,739,953 4,414 2,379,336 2,786 796,200 758,292 1,120 657,327 3,100 1,953,981 1,307 1,077,608 1,993 1,357,231 1,035 455,922 1,331 4,425,517 129,682 516,004 3,136 575,390 50,705 183,774 1,771 1,184,725 588 1,516,082 8,289,334 63,180 114,214 366,818 1,431,709 3 01/04/2018 Opening Balance ABDULREHMAN HAJI EBRAHIM COCHINWALA 37,242,180 25/01/2019 Purchase 25/01/2019 Sale 37,242,180 37,242,180 108 0.03 0.00 0.01 0.00 0.02 0.01 0.03 0.00 0.07 0.01 0.06 0.00 0.05 0.00 0.02 0.02 0.00 0.01 0.00 0.04 0.00 0.02 0.00 0.03 0.00 0.01 0.00 0.10 0.00 0.01 0.00 0.01 0.00 0.00 0.00 0.03 0.00 0.03 50,127,700 50,128,596 49,787,599 49,789,302 48,750,767 49,245,458 48,085,293 48,086,929 44,870,129 45,109,488 42,369,535 42,373,949 39,994,613 39,997,399 39,201,199 38,442,907 38,444,027 37,786,700 37,789,800 35,835,819 35,837,126 34,759,518 34,761,511 33,404,280 33,405,315 32,949,393 32,950,724 28,525,207 28,654,889 28,138,885 28,142,021 27,566,631 27,617,336 27,433,562 27,435,333 26,250,608 26,251,196 24,735,114 - 33,024,448 0.00 0.00 0.01 0.02 0.82 0.82 0.82 33,087,628 32,973,414 33,340,232 31,908,523 31,908,523 37,242,180 74,484,360 37,242,180 1.11 1.11 1.10 1.10 1.08 1.09 1.06 1.06 0.99 1.00 0.94 0.94 0.88 0.88 0.87 0.85 0.85 0.84 0.84 0.79 0.79 0.77 0.77 0.74 0.74 0.73 0.73 0.63 0.63 0.62 0.62 0.61 0.61 0.61 0.61 0.58 0.58 0.55 0.55 0.55 0.55 0.55 0.53 0.53 0.82 1.65 0.82 Wipro Limited SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 2,798,544 11,481,212 0.06 34,443,636 - 45,924,848 4 01/04/2018 Opening Balance ALCO COMPANY PRIVATE LIMITED 15/03/2019 Purchase-Bonus Shares 31/03/2019 Closing Balance 31,400,000 10,466,666 5 01/04/2018 Opening Balance WIPRO EQUITY REWARD TRUST 23,097,216 2,529,756 45,924,848 0.69 31,400,000 - 41,866,666 41,866,666 23,097,216 20,567,460 0.51 0.06 6 01/04/2018 Opening Balance GOVERNMENT PENSION FUND GLOBAL 21,581,595 01/03/2019 Sale 15/03/2019 Purchase-Bonus Shares 31/03/2019 Closing Balance 01/04/2018 to 14/03/2019 Transfer of shares pursuant to exercise of vested stock options 15/03/2019 Purchase-Bonus 16/03/2019 to 31/03/2019 shares Transfer of shares pursuant to exercise of vested stock options 31/03/2019 Closing Balance 22/06/2018 Purchase 29/06/2018 Sale 06/07/2018 Purchase 13/07/2018 Purchase 20/07/2018 Purchase 27/07/2018 Purchase 03/08/2018 Purchase 14/12/2018 Sale 25/01/2019 Purchase 01/02/2019 Sale 08/02/2019 Sale 15/02/2019 Sale 15/03/2019 Purchase-Bonus shares 22/03/2019 Purchase 31/03/2019 Closing Balance 0.76 0.76 0.76 0.69 0.69 0.69 0.51 0.45 0.45 0.45 0.45 0.48 0.49 0.48 0.49 0.49 0.50 0.51 0.51 0.48 0.50 0.47 0.46 0.44 0.44 0.47 0.47 0.27 0.27 0.27 0.27 0.27 0.27 0.28 0.28 0.29 0.29 0.29 0.29 109 6,855,820 - 27,423,280 69,427 0.00 27,353,853 628,784 498,666 291,745 291,719 352,555 306,383 117,171 1,266,208 635,107 1,090,240 749,170 755,250 8,146,255 612,252 0.01 28,604,032 27,353,853 21,581,595 22,210,379 21,711,713 22,003,458 22,295,177 22,647,732 22,954,115 23,071,286 21,805,078 22,440,185 21,349,945 20,600,775 19,845,525 0.48 0.01 0.01 0.01 0.01 0.01 0.01 0.00 0.03 0.01 0.02 0.02 0.02 - 27,991,780 28,604,032 12,264,855 12,345,641 12,339,624 12,353,740 12,288,588 12,385,421 12,508,135 12,855,848 13,002,872 13,124,111 13,204,676 13,341,039 0.27 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.00 0.00 0.00 7 01/04/2018 Opening Balance SBI - ETF SENSEX 12,264,855 06/04/2018 Purchase 06/04/2018 Sale 13/04/2018 Purchase 13/04/2018 Sale 20/04/2018 Purchase 27/04/2018 Purchase 04/05/2018 Purchase 11/05/2018 Purchase 18/05/2018 Purchase 25/05/2018 Purchase 01/06/2018 Purchase 80,786 6,017 14,116 65,152 96,833 122,714 347,713 147,024 121,239 80,565 136,363 Annual Report 2018-19 SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 08/06/2018 Purchase 15/06/2018 Purchase 22/06/2018 Purchase 22/06/2018 Sale 29/06/2018 Purchase 29/06/2018 Sale 06/07/2018 Purchase 13/07/2018 Purchase 13/07/2018 Sale 20/07/2018 Purchase 27/07/2018 Purchase 27/07/2018 Sale 03/08/2018 Purchase 03/08/2018 Sale 10/08/2018 Purchase 10/08/2018 Sale 17/08/2018 Purchase 24/08/2018 Purchase 31/08/2018 Purchase 31/08/2018 Sale 07/09/2018 Purchase 07/09/2018 Sale 14/09/2018 Purchase 14/09/2018 Sale 21/09/2018 Purchase 21/09/2018 Sale 28/09/2018 Purchase 28/09/2018 Sale 05/10/2018 Purchase 12/10/2018 Purchase 19/10/2018 Purchase 26/10/2018 Purchase 02/11/2018 Purchase 02/11/2018 Sale 09/11/2018 Purchase 16/11/2018 Purchase 16/11/2018 Sale 23/11/2018 Purchase 30/11/2018 Purchase 07/12/2018 Purchase 07/12/2018 Sale 14/12/2018 Purchase 14/12/2018 Sale 21/12/2018 Purchase 28/12/2018 Purchase 28/12/2018 Sale 31/12/2018 Purchase 31/12/2018 Sale 110 254,723 75,392 57,171 6 64,147 11,214 122,126 131,215 1,349 398,861 77,080 153 55,222 1,874 106,000 2 37,448 1,031,671 1,556,136 1,068 150,170 118 135,522 3,179 111,763 1,150,000 2,635 178,506 104,207 127,443 58,256 110,403 284,244 2 72,093 118,836 989 68,632 53,861 6,439 16,505 19,883 88,579 80,372 943,850 4,203,849 131 414 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.02 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.02 0.09 0.00 0.00 13,595,762 13,671,154 13,728,325 13,728,319 13,792,466 13,781,252 13,903,378 14,034,593 14,033,244 14,432,105 14,509,185 14,509,032 14,564,254 14,562,380 14,668,380 14,668,378 14,705,826 15,737,497 17,293,633 17,292,565 17,442,735 17,442,617 17,578,139 17,574,960 17,686,723 16,536,723 16,539,358 16,360,852 16,465,059 16,592,502 16,650,758 16,761,161 17,045,405 17,045,403 17,117,496 17,236,332 17,235,343 17,303,975 17,357,836 17,364,275 17,347,770 17,367,653 17,279,074 17,359,446 18,303,296 14,099,447 14,099,578 14,099,164 0.30 0.30 0.30 0.30 0.30 0.30 0.31 0.31 0.31 0.32 0.32 0.32 0.32 0.32 0.32 0.32 0.33 0.35 0.38 0.38 0.39 0.39 0.39 0.39 0.39 0.37 0.37 0.36 0.36 0.37 0.37 0.37 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.38 0.40 0.31 0.31 0.31 Wipro Limited SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 04/01/2019 Purchase 11/01/2019 Purchase 18/01/2019 Purchase 18/01/2019 Sale 25/01/2019 Purchase 25/01/2019 Sale 01/02/2019 Purchase 08/02/2019 Purchase 15/02/2019 Purchase 15/02/2019 Sale 22/02/2019 Purchase 01/03/2019 Purchase 08/03/2019 Purchase 08/03/2019 Sale 132,709 130,201 104,199 168,383 114,210 144 123,639 124,257 66,759 291 72,532 150,547 123,685 277,949 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 14,231,873 14,362,074 14,466,273 14,297,890 14,412,100 14,411,956 14,535,595 14,659,852 14,726,611 14,726,320 14,798,852 14,949,399 15,073,084 -0.01 14,795,135 15/03/2019 Purchase-Bonus 4,991,221 - 19,786,356 shares 15/03/2019 Sale 22/03/2019 Purchase 22/03/2019 Sale 29/03/2019 Purchase 29/03/2019 Sale 31/03/2019 Closing Balance 8 01/04/2018 Opening Balance 27/04/2018 Sale 25/05/2018 Sale 01/06/2018 Sale 08/06/2018 Sale 15/06/2018 Sale 22/06/2018 Sale 06/07/2018 Sale 13/07/2018 Sale 124,233 250,439 38,724 118,654 41,762 0.00 0.00 0.00 0.00 0.00 19,662,123 19,912,562 19,873,838 19,992,492 19,950,730 19,950,730 FIRST STATE INVESTMENTS ICVC- STEWART INVESTORS AS 18,519,204 0.41 18,519,204 5,012,178 4,723,833 741,234 569,303 2,710,538 1,873,028 1,085,421 1,803,669 0.11 0.10 0.02 0.01 0.06 0.04 0.02 0.04 13,507,026 8,783,193 8,041,959 7,472,656 4,762,118 2,889,090 1,803,669 - - 17,144,500 5,714,833 0.38 17,144,500 - 22,859,333 31/03/2019 Closing Balance 9 01/04/2018 Opening Balance CHANDRAKUWARBA K VANSIA 15/03/2019 Purchase-Bonus Shares 31/03/2019 Closing Balance 10 01/04/2018 Opening Balance GOVERNMENT OF SINGAPORE 10,147,461 06/04/2018 Purchase 20/04/2018 Sale 27/04/2018 Sale 04/05/2018 Purchase 11/05/2018 Purchase 18/05/2018 Sale 25/05/2018 Sale 01/06/2018 Purchase 08/06/2018 Purchase 15/06/2018 Purchase 22/06/2018 Purchase 12,776 146,415 7,129 194,554 16,798 327,448 386,334 325,506 626,433 473,447 108,572 22,859,333 10,147,461 10,160,237 10,013,822 10,006,693 10,201,247 10,218,045 9,890,597 9,504,263 9,829,769 10,456,202 10,929,649 11,038,221 0.22 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.01 0.01 0.01 0.00 0.31 0.32 0.32 0.32 0.32 0.32 0.32 0.32 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.41 0.30 0.19 0.18 0.17 0.11 0.06 0.04 0.00 - 0.38 0.38 0.38 0.22 0.22 0.22 0.22 0.23 0.23 0.22 0.21 0.22 0.23 0.24 0.24 111 Annual Report 2018-19 SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 1, 2018 AND MARCH 31, 2019 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF ADRs) Sl. No Date of Transaction Nature of Transaction Name of the Share Holder Shareholding at the beginning of the Year Cumulative Shareholding during the Year No. of Shares % of total shares of the company No. of Shares % of total shares of the Company 13/07/2018 Sale 20/07/2018 Purchase 27/07/2018 Sale 03/08/2018 Sale 10/08/2018 Sale 24/08/2018 Purchase 31/08/2018 Purchase 07/09/2018 Purchase 14/09/2018 Purchase 21/09/2018 Purchase 12/10/2018 Sale 19/10/2018 Purchase 26/10/2018 Sale 02/11/2018 09/11/2018 Sale Sale 16/11/2018 Sale 23/11/2018 Sale 30/11/2018 Purchase 07/12/2018 Sale 14/12/2018 Sale 21/12/2018 Purchase 28/12/2018 Sale 04/01/2019 Purchase 11/01/2019 Sale 25/01/2019 Sale 01/02/2019 Sale 08/02/2019 Purchase 15/02/2019 Sale 01/03/2019 Sale 08/03/2019 Sale 30,876 125,222 9,073 11,465 123,023 287,935 663,066 778,751 2,797,251 669,212 410,456 59,341 1,049,046 145,946 468,701 18,739 108,639 418,844 247,372 868 124,648 394,363 113,576 223,759 279,241 333,946 349,442 7,370 652,979 403,540 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.02 0.06 0.01 0.01 0.00 0.02 0.00 0.01 0.00 0.00 0.01 0.01 0.00 0.00 0.01 0.00 0.00 0.01 0.01 0.01 0.00 0.01 0.01 11,007,345 11,132,567 11,123,494 11,112,029 10,989,006 11,276,941 11,940,007 12,718,758 15,516,009 16,185,221 15,774,765 15,834,106 14,785,060 14,639,114 14,170,413 14,151,674 14,043,035 14,461,879 14,214,507 14,213,639 14,338,287 13,943,924 14,057,500 13,833,741 13,554,500 13,220,554 13,569,996 13,562,626 12,909,647 12,506,107 15/03/2019 Purchase-Bonus Shares 22/03/2019 Purchase 29/03/2019 Sale 31/03/2019 Closing Balance 3,847,113 - 16,353,220 146,877 418,270 0.00 0.01 16,500,097 16,081,827 16,081,827 0.24 0.25 0.25 0.25 0.24 0.25 0.26 0.28 0.34 0.36 0.35 0.35 0.33 0.32 0.31 0.31 0.31 0.32 0.31 0.31 0.32 0.31 0.31 0.31 0.30 0.29 0.30 0.30 0.29 0.28 0.28 0.27 0.27 0.27 112 Wipro Limited Shareholding at the beginning of the year April 01, 2018 Cumulative Shareholding of the year (2018-19) No. of Shares % of total shares of the Company (1) No. of Shares % of total shares of the Company Annexure B Shareholding of Directors and Key Managerial Personnel Name Azim Premji@ Executive Chairman & Managing Director Opening Balance - 01/04/ 2018 190,838,864 4.22 - Purchase-Bonus Allotment – 08/03/2019 63,612,952 Closing Balance 31/03/2019 - - - 254,451,816 254,451,816 Rishad A Premji# Executive Director and Chief Strategy Officer Opening Balance - 01/04/ 2018 1,373,332 0.03 - - - 1,831,109 1,831,109 Purchase-Bonus Allotment- 08/03/2019 457,777 Ashok S Ganguly Independent Director N Vaghul Closing Balance 31/03/2019 Opening Balance - 01/04/ 2018 Purchase-Bonus Allotment- 08/03/2019 Closing Balance 31/03/2019 Independent Director Opening Balance - 01/04/ 2018 William A Owens Independent Director Purchase/ Sales Closing Balance 31/03/2019 Opening Balance - 01/04/ 2018 Purchase/ Sales Closing Balance 31/03/2019 - 3,734 1,244 - - - - - - - 0.00 - - - - - - - - Abidali Z Neemuchwala* Opening Balance - 01/04/ 2018 Chief Executive Officer and Executive Director Purchase - 19/12/2018 (Exercise of RSU) 160,000 160,000 0.00 0.00 Purchase-Bonus Allotment- 08/03/2019 106,666 Closing Balance 31/03/2019 M K Sharma Independent Director Opening Balance - 01/04/ 2018 Purchase/ Sales Closing Balance 31/03/2019 Ireena Vittal Independent Director Opening Balance - 01/04/ 2018 Purchase/ Sales Closing Balance 31/03/2019 Patrick J Ennis Independent Director Opening Balance - 01/04/ 2018 Purchase/ Sales Closing Balance 31/03/2019 - - - - - - - - - - - - - - - - - - - - - - 4.22 4.22 - 0.03 0.03 - 0.00 0.00 - - - - - - - 0.01 0.01 0.01 - - - - - - - - - - 113 - 4,978 4,978 - - - - - - - 320,000 426,666 426,666 - - - - - - - - - - Annual Report 2018-19 Name Patrick A Dupuis Independent Director Arundhati Bhattacharya Independent Director Opening Balance - 01/04/ 2018 Purchase/ Sales Closing Balance 31/03/2019 Opening Balance - 01/04/ 2018 Purchase/ Sales Closing Balance 31/03/2019 Jatin Pravinchandra Dalal $ Chief Financial Officer Opening Balance- 1/04/2018 M Sanaulla Khan Company Secretary Purchase- 25/05/2018 – (Exercise of RSU) Purchase-Bonus Allotment- 8/03/2019 Closing Balance- 31/03/2019 Opening Balance - 01/04/ 2018 Purchase- 11/01/2019 (Exercise of RSU) Purchase- Bonus Allotment- 8/03/2019 Closing Balance 31/03/2019 Shareholding at the beginning of the year April 01, 2018 Cumulative Shareholding of the year (2018-19) No. of Shares % of total shares of the Company (1) No. of Shares % of total shares of the Company - - - - - - 6,676 11,212 5,962 - 12,000 4,000 - - - - - - - 0.00 0.00 - - 0.00 0.00 - - - - - - - - - 17,888 23,850 23,850 - 12,000 16,000 16,000 - - - - - - - - 0.00 0.00 0.00 - 0.00 0.00 0.00 @ Includes shares held jointly by Mr. Azim H Premji and members of his immediate family. # Shares are held jointly with a member of his immediate family. * Represents ADSs having equivalent underlying equity shares. $ Includes shares held jointly by Mr. Jatin Pravinchandra Dalal and a member of his immediate family. (1) The issue of bonus equity shares was in the ratio of 1:3 to all shareholders. Consequently, there was no change in the percentage shareholding post issue of bonus equity shares. Annexure C Remuneration to other Directors 2018-19: Particulars of Remuneration Name of Independent Directors Independent Directors Mr. N Vaghul Dr. Ashok Ganguly Mr. M K Sharma Mr. William A Owens* Mrs. Ireena Vittal 0.05 0.03 0.05 0.04 0.04 Mr. Patrick Dupuis* 0.04 Dr. Patrick J Ennis* 0.04 Fee for attending board and committee meetings Commission Others, please specify TOTAL 0.87 - 0.92 0.68 - 0.71 0.68 - 0.73 2.30 - 2.34 0.69 - 0.73 1.81 - 1.85 1.81 - 1.85 ^ Figures rounded-off to two decimals * Figure mentioned are rupee equivalent of amount paid in USD # Mrs. Arundhati Bhattacharya was appointed as Independent Director with effect from January 1, 2019. Apart from Independent Directors as detailed above, the Company does not have any other Non-Executive Directors. 114 (` in Crores)^ Mrs. Arundhati Bhattacharya# 0.01 0.02 - 0.21 Wipro Limited Corporate Governance Report I. Wipro’s Philosophy on Corporate Governance Wipro’s governance framework is driven by the objective of enhancing long term stakeholder value without compromising on ethical standards and corporate social responsibilities. Efficient corporate governance requires a clear understanding of the respective roles of the Board of Directors (“Board”) and of senior management and their relationships with others in the corporate structure. Sincerity, fairness, good citizenship and commitment to compliance are key characteristics that drive relationships of the Board and senior management with other stakeholders. Corporate governance philosophy of Wipro flows from the “Spirit of Wipro” which represents core values by which policies and practices of the organization are guided. The values encapsulated in the “Spirit of Wipro” are: Corporate governance at Wipro is implemented through robust board governance processes, internal control systems and processes, and strong audit mechanisms. These are articulated through the Company’s Code of Business Conduct, Corporate Governance Guidelines and charters of various sub- committees of the Board and Company’s Disclosure Policy. Wipro’s corporate governance practices can be described through the following four layers: a. Governance by Shareholders b. Governance by Board c. Governance by Sub-committees of Board, and d. Governance through management process In this report, we have provided details on how the corporate governance principles are put in to practice within Wipro. Be passionate about clients’ success Treat each person with respect Be global and responsible Unyielding integrity in everything we do II. Shareholders The Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, (“Listing Regulations”), and New York Stock Exchange (NYSE) Listed Company Manual prescribes the governance mechanism by shareholders in terms of passing of ordinary and special resolutions, voting rights, participation in the corporate actions such as bonus, buyback of shares, declaration of dividend, etc. Your Company follows a robust process to ensure that the shareholders of the Company are well informed of Board decisions both on financial and non-financial parameters. Adequate notice with a detailed explanation is sent to the shareholders well in advance to obtain necessary approvals. III. Board of Directors Composition of Board As at March 31, 2019, our Board had eight Non- Executive Directors and three Executive Directors. Out of the three Executive Directors, the Executive Chairman and Managing Director and Executive Director and Chief Strategy Officer are Promoter Directors. The Chief Executive Officer (CEO) and Executive Director is a professional CEO who is responsible for the day to day operations of the Company. All the eight Non-Executive Directors are Independent Directors, free from any business or other relationship that could materially influence their judgment. In the opinion of the Board, all the Independent Directors satisfy the criteria of 115 Annual Report 2018-19 independence as defined under the Companies Act, 2013, the Listing Regulations and the NYSE Listed Company manual. The Board is well diversified and consists of two Women Independent Directors and three Directors who are foreign nationals. The profiles of our Directors are available on our website at https://www.wipro. com/leadership. Board Meetings We decide about the Board meeting dates in consultation with Board Governance, Nomination and Compensation Committee and all our Directors. Once approved by the Board Governance, Nomination and Compensation Committee, the schedule of the Board meetings and Board Committee meetings is communicated in advance to the Directors to enable them to attend the meetings. Our Board meetings are normally scheduled over two days. In addition, every quarter, Independent Directors meet amongst themselves exclusively and provide a feedback to the management team. The Board met five times during the financial year 2018-19 on April 24-25, 2018, June 8, 2018, July 19-20, 2018, October 23-24, 2018 and January 17- 18, 2019. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. In line with Paragraph 4 of Schedule B of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, it is the endeavor of the Company that the gap between the clearance of accounts by audit committee and board meeting is as narrow as possible. Details of attendance of Directors at the Board Meetings during the year 2018-19 is provided below: Name Designation Mr. Azim H Premji Mr. Abidali Z Neemuchwala Mr. Rishad A Premji Mr. N Vaghul Mr. M K Sharma Mrs. Ireena Vittal Dr. Ashok S Ganguly Mr. William Arthur Owens Dr. Patrick J Ennis Executive Chairman and Managing Director Chief Executive Officer and Executive Director Executive Director and Chief Strategy Officer Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Number of Board Meetings attended 5 4(1) 5 5 5 4(1) 3(1)(2) 4(1) 4(1) 116 Name Designation Mr. Patrick Dupuis Mrs. Arundhati Bhattacharya Independent Director Independent Director Number of Board Meetings attended 4(1) 1(3) (1) (2) (3) Mrs. Ireena Vittal, Dr. Ashok S Ganguly, Mr. Abidali Z Neemuchwala, Mr. William Arthur Owens, Mr. Patrick Dupuis and Dr. Patrick J Ennis did not attend the Board Meeting held on June 8, 2018. Dr. Ashok S Ganguly did not attend the Board Meeting held over October 23-24, 2018. Mrs. Arundhati Bhattacharya was appointed to the Board with effect from January 1, 2019. She attended the Board meeting held on January 18, 2019 which was the only meeting conducted after her appointment till March 31, 2019. Information Flow to the Board Members Information is provided to the Board Members on a continuous basis for their review, inputs and approval from time to time. More specifically, we present annual Strategic Plan and Operating Plans of our business to the Board for their review, inputs and approval. Likewise, our quarterly financial statements and annual financial statements are first presented to the Audit Committee and subsequently to the Board for their approval. In addition, specific cases of acquisitions, important managerial decisions, material positive/negative developments and statutory matters are presented to the respective Committees of the Board and later with the recommendation of Committees to the Board for their approval. As a system, in most cases, information to Directors is submitted along with the agenda papers well in advance of the Board meeting. Inputs and feedback of Board Members are taken and considered while preparation of agenda and documents for the Board meeting. Documents containing unpublished price sensitive information are submitted to the Board and Committee Members, at a shorter notice, as per the general consent taken from the Board, from time to time. Post-Meeting Follow-up System After the Board meeting, we have formal system of follow up, review and reporting on actions taken by the management on the decisions of the Board and sub-committees of the Board. Appointment of Directors As per the provisions of the Companies Act, 2013, the Independent Directors shall be appointed for not more than two terms of maximum of five years each and shall not be liable to retire by rotation. Wipro Limited Your Board has adopted the provisions with respect to appointment and tenure of Independent Directors consistent with the Companies Act, 2013 and the Listing Regulations. In case of re-appointment of Independent Directors, the Board takes into consideration the performance evaluation of the Independent Directors and their engagement level. At the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The template of the letter of appointment is available on our website at https://www.wipro.com/corporate-governance. Details of Directors proposed for appointment and re-appointment at the ensuing Annual General Meeting is provided at page 69 of the Board’s Report and in Annexure A to the notice convening the 73rd Annual General Meeting (AGM). Lead Independent Director The Board has designated Mr. N Vaghul as the Lead Independent Director. The role of the Lead Independent Director is described in the Corporate Governance guidelines of your Company and is available on the Company’s website at https://www. wipro.com/corporate-governance. Policy for Selection and Appointment of Directors and their Remuneration Board Governance, Nomination and Compensation Committee has adopted a policy which, inter alia, deals with the manner of selection of Board and payment of their remuneration. Criteria of Selection of Independent Directors and Key Skills, Expertise, and Core Competencies of the Board The Board of the Company comprises of eminent personalities and leaders in their respective fields. These members bring in the required skills, competence and expertise to the Board. These Directors are nominated based on well-defined selection criteria. The Board Governance, Nomination and Compensation Committee considers, inter alia, key qualifications, skills, expertise and competencies, whilst recommending to the Board the candidature for appointment of an Independent Director. In case of appointment of Independent Directors, the Board Governance, Nomination and Compensation Committee satisfies itself about the independence of the Directors vis-à-vis the Company to enable the Board to discharge its functions and duties effectively. The Board Governance, Nomination and Compensation Committee ensures that the candidates identified for appointment as Directors are not disqualified for appointment under Section 164 and other applicable provisions of the Companies Act, 2013. In the opinion of the Board and the Board Governance, Nomination and Compensation Committee, the following is a list of core skills/expertise/competencies required in the context of the Company’s business and which are available with the Board: Wide management and leadership experience Information Technology Diversity Functional and managerial experience Personal values Corporate governance Strong management and leadership experience including in areas of business development, strategic p l a n n i n g a n d m e r g e r s a n d acquisitions, ideally with major public companies with successful m u l t i n a t i o n a l o p e r a t i o n s i n t e c h n o l o g y, m a n u f a c t u r i n g , banking, investments and finance, international business, scientific research and development, senior level government experience and academic background. Expertise or experience in information technology business, technology consulting and operations, emerging areas of technology such as digital, artificial intelligence, cloud and cyber security, intellectual property in information technology domain, and knowledge of technology trends. Diversity of thought, experience, knowledge, perspective, gender and culture. Varied mix of strategic perspectives, and geographical focus with knowledge and understanding of key geographies. Knowledge and skills in accounting and finance, business judgment, general management practices and processes, crisis response and management, industry knowledge, macro-economic perspectives, human resources, labour laws, international markets, sales and marketing, and risk management. Personal characteristics matching the Company’s values, such as integrity, accountability, and high performance standards. E x p e r i e n c e i n d eve lo p i n g a n d i m p l e m e n t i n g g o o d c o r p o ra te governance practices, maintaining board and management accountability, managing stakeholders’ interests and Company’s responsibilities towards customers, employees, suppliers, regulatory bodies and the communities in which it operates. 117 Annual Report 2018-19 Given below is a list of core skills, expertise and competencies of the individual Directors: Name of Director Skills/Expertise/Competencies Mr. Azim H Premji Mr. Abidali Z Neemuchwala Mr. Rishad A Premji Mr. N Vaghul Dr. Ashok S Ganguly Mr. William Arthur Owens Mr. M K Sharma Mrs. Ireena Vittal Dr. Patrick J Ennis Mr. Patrick Dupuis Mrs. Arundhati Bhattacharya Wide Management and Leadership experience* Information Technology Diversity Functional and Managerial Experience* Personal Values Corporate Governance               - -  -                                                 * These skills/competencies are broad-based, encompassing several areas of expertise/experience. Each Director may possess varied combinations of skills/experience within the described set of parameters, and it is not necessary that all Directors possess all skills/experience listed therein. Familiarization Programme and Training for Independent Directors The Company has an orientation process/ familiarization programme for its Independent Directors that includes: a. Briefing on their role, responsibilities, duties, and obligations as a member of the Board. b. Nature of business and business model of the Company, Company’s strategic and operating plans. c. Matters relating to Corporate Governance, Code of Business Conduct , Risk Management, Compliance Programs, Internal Audit, etc. As a process when a new independent director is appointed on the Board of the Company, a familiarization programme as described above is conducted by the senior management team and whenever a new member is appointed to a Board Committee, information relevant to the functioning of the Committee and the role and responsibility of Committee members is informed. Each of our Independent Directors have attended such orientation process/familiarization programme when they were inducted into the Board and these programs are generally spread over two days. As part of ongoing training, the Company schedules quarterly meetings of business heads and functional heads with the Independent Directors. During these meetings, comprehensive presentations are made on the various aspects such as business models, new business strategies and initiatives by business leaders, risk minimization procedures, recent trends in technology, changes in domestic/overseas industry scenario, digital transformation, state of Global IT Services industry, and regulatory regime affecting the Company globally. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business and functional heads. The details of the familiarization programme are also available on the website of the Company at https://www.wipro.com/corporate-governance. Some of our Board members also participated in our executive customer event WINNOVATE held on May 20-21, 2019 where topics of current relevance in the context of technology, leadership and business strategy were discussed. Discussions were also held on digital transformation, cybersecurity, emerging technologies, talent transformation, start-up culture, open innovation strategies, and more. Board Evaluation Details of methodology adopted for Board evaluation has been provided at page 70 of the Board’s Report. Remuneration Policy and Criteria of Making Payments to Directors, Senior Management and Key Managerial Personnel The Independent Directors are entitled to receive remuneration by way of sitting fees, reimbursement of expenses for participation in the Board/Committee meetings and commission as detailed hereunder: 118 Wipro Limited a. b. c. d. sitting fees for each meeting of the Board or Committee of the Board attended by him or her, of such sum as may be approved by the Board within the overall limits prescribed under the Companies Act, 2013. commission on a quarterly basis, of such sum as may be approved by the Board and Members on the recommendation of the Board Governance, Nomination and Compensation Committee. The total commission payable to the Independent Directors shall not exceed 1% of the net profit of the Company during any financial year. The commission is payable on a pro-rata basis to those Directors who occupy office of Director for part of the year. reimbursement of expenses for participation in Board/Committee meetings. Independent Directors are not entitled to participate in the stock option schemes of the Company. In determining the remuneration of Executive Directors, Senior Management Employees and Key Managerial Personnel, the Board Governance, Nomination and Compensation Committee and the Board shall ensure/consider the following: a. the balance between fixed and variable pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals. Azim H Premji Abidali Z Neemuchwala^* Rishad A Premji** N Vaghul Dr. Ashok S Ganguly None Relationship with directors Father of Rishad A Premji None Son of Azim H Premji None b. the alignment of remuneration of Key Managerial Personnel and Directors with long-term interests of the Company. c. Directors forming part of the Promoter and Promoter group shall not be entitled to receive stock options. d. Company’s performance vis-à-vis the annual achievement, individuals’ performance vis-à- vis KRAs/KPIs, industry benchmark and current compensation trends in the market. T h e B o a r d G o v e r n a n c e , N o m i n a t i o n a n d Compensation Committee recommends the remuneration payable to the Executive Directors, Senior Management and Key Managerial Personnel. The payment of remuneration to the Executive Directors is approved by the Board and Members. Prior approval of Members is also obtained in case of remuneration to Non-Executive Directors. During the financial year, there has been no change in the remuneration policy adopted by the Company. Details of Remuneration to Directors Details of remuneration paid to the Directors for the services rendered and stock options granted during the financial year 2018-19 are given below. No stock options were granted to any of the Independent Directors and Promoter Directors during the year 2018-19. William Arthur Owens* M K Sharma None None Ireena Vittal None Patrick J Ennis* None Patrick Dupuis* None Arundhati Bhattacharya# None (Amount in INR) Salary Allowances Commission/ Incentives/ Variable Pay Other annual compensation Retirals Sitting fees TOTAL Grant of ADS Restricted Stock Units 3,000,000 1,310,184 9,075,918 72,032,808 10,666,656 - 6,069,369 - - - - - - - - - - - - - - - - 61,674,122 48,241,232 8,662,500 6,825,000 22,995,700 6,825,000 6,933,333 18,068,050 18,068,050 2,031,250 3,852,542 139,179,859 182,096 885,000 331,967 3,146,664 - - - - - - - - - - - - - - - - - - - 500,000 300,000 400,000 500,000 400,000 400,000 400,000 100,000 18,123,644 273,218,756 68,306,017 9,162,500 7,125,000 23,395,700 7,325,000 7,333,333 18,468,050 18,468,050 2,131,250 - 800,000*** - - - - - - - - - Notice period Up to 180 days Up to 180 days Figures mentioned in ` are equivalent of amounts paid in US$ Computation of remuneration to Executive Director and Chief Strategy Officer includes cash based bonus (part of his variable pay) on an accrual basis, which is payable over a period of time. Up to 180 days - - - - - - - - * ** *** The ADS Restricted Stock Units (RSUs) granted to Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director, will vest as per the vesting pattern approved by the Board Governance, Nomination and Compensation Committee. The options granted during 2018-19, along with the expiration period of these grants are as under: For 4,00,000 ADS RSUs- December 2021 For 4,00,000 ADS RSUs- August 2023 Computation of remuneration to Chief Executive Officer and Executive Director is on an accrual basis and includes amortization of ADS Restricted Stock Units (RSUs) granted to him, which vests over a period a time. This also includes RSUs that vest based on performance parameters of the Company. Appointed w.e.f. January 1, 2019. # ^ 119 Annual Report 2018-19 Terms of Employment Arrangements Under 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 medical reimbursement and pension fund contributions. These agreements have varying terms ranging from two to five-year periods, but either we or the Executive Director can generally terminate the agreement upon six months’ notice to the other party. The terms of our employment arrangements with Mr. Azim H Premji, Mr. Abidali Z Neemuchwala and Mr. Rishad A Premji provide for up to a 180 days’ notice period, up to 21 days of leave per year 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, provident fund and gratuity which are offered to all our employees, but no other benefits upon termination of employment except as mentioned below. Pursuant to the terms of Mr. Abidali Z Neemuchwala’s employment, if the agreement is terminated by the Company, the Company is required to pay Mr. Neemuchwala severance pay equivalent of 12 months’ base pay. We also indemnify our Directors and Officers for claims brought under any rule of law to the fullest extent permitted by applicable law. Among 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 Director or Officer. The Company also has a Director’s and Officer’s liability insurance which covers all Directors and Officers for liability arising out of fiduciary acts. Key Information pertaining to Directors as on March 31, 2019 is given below: Sl. No. Name of the Director Designation Date of initial appointment Date of appointment as Independent Director under Companies Act, 2013 and SEBI Listing Regulations, (first term)1 of Board Directorship in other Companies2 Chairmanship in Committees of Board of other Companies3 Membership in Committees of the Board of other Companies Attendance at the last AGM held on July 19, 2018 No. of shares held as on March 31, 2019 Director Identification Number Other Listed Companies where the Director is appointed as Independent Director 1 Mr. Azim H Premji 2 Mr. Abidali Z Neemuchwala 3 Mr. Rishad A Premji 4 Mr. N Vaghul Chairman and Managing Director (designated as ‘Executive Chairman’) Chief Executive Officer and Executive Director Executive Director and Chief Strategy Officer Independent Director 01-Sep-1968 01-Feb-2016 01-May-2015 - - - 09-Jun-1997 23-Jul-2014 5 Dr. Ashok S Ganguly 6 Mr. William Arthur Owens Independent Director Independent Director 01-Jan-1999 23-Jul-2014 01-Jul-2006 23-Jul-2014 10 - 4 8 - - - - - 2 - - - - - - - - Yes 254,451,816^ 00234280 Yes 426,666* 02478060 Yes 1,831,109# 02983899 - - - Yes Yes Yes - - 00002014 1. Piramal Enterprises Limited 2. Apollo Hospitals Enterprises Limited@ 4,978 00010812 00422976 - - 120 Wipro Limited Sl. No. Name of the Director Designation Date of initial appointment Date of appointment as Independent Director under Companies Act, 2013 and SEBI Listing Regulations, (first term)1 of Board 7 Mr. M K Sharma Independent Director 01-Jul-2011 23-Jul-2014 8 Mrs. Ireena Vittal Independent Director 01-Oct-2013 23-Jul-2014 9 Dr. Patrick J Ennis Independent Director 10 Mr. Patrick Dupuis Independent Director 11 Mrs. Arundhati Bhattacharya Independent Director 01-Apr-2016 01-Apr-2016 01-Apr-2016 01-Apr-2016 01-Jan-2019 01-Jan-2019 Directorship in other Companies2 Chairmanship in Committees of Board of other Companies3 Membership in Committees of the Board of other Companies Attendance at the last AGM held on July 19, 2018 No. of shares held as on March 31, 2019 Director Identification Number Other Listed Companies where the Director is appointed as Independent Director 8 7 - - 4 2 - - - - 3 5 - - 2 Yes Yes Yes Yes - - - - - - 00327684 1. United Spirits Limited 2. Asian Paints Limited 05195656 1. The Indian Hotels Company Limited 2. Godrej Consumer Products Limited 3. Titan Company Limited 4. Housing Finance Development Corporation Limited 07463299 07480046 - - 02011213 1. Reliance Industries Limited 2. Crisil Limited 3. Piramal Enterprises Limited 1 At the 70th Annual General Meeting, Mr. N Vaghul, Dr. Ashok S Ganguly and Mr. M K Sharma were re-appointed as Independent Directors for a second term as under: Mr. N Vaghul - From August 1, 2016 to July 31, 2019 Dr. Ashok S Ganguly - From August 1, 2016 to July 31, 2019 Mr. M K Sharma - From July 1, 2016 to June 30, 2021 At the 71st Annual General Meeting, Mr. William Arthur Owens was re-appointed as Independent Director for a second term from August 1, 2017 to July 31, 2022. At the 72nd Annual General Meeting, Mrs. Ireena Vittal was re-appointed as Independent Director for a second term from October 1, 2018 to September 30, 2023. 2 3 This does not include position in foreign companies and position as an advisory board member but includes position in private companies and companies under Section 8 of the Companies Act, 2013. None of our Directors hold directorship in more than 8 listed Companies. In accordance with Regulation 26 of the Listing Regulations, Membership/Chairmanship of only Audit committees and Stakeholders’ Relationship committees in all public limited companies have been considered. ^ includes shares held jointly with immediate family members. * Represents ADSs having equivalent underlying equity shares. # @ Mr. N Vaghul ceased to be a Director w.e.f. March 31, 2019. Shares are held jointly with Mr. Azim H Premji. Succession Planning We have an effective mechanism for succession planning which focuses on orderly succession of Directors, including Executive Directors and other senior management team and other executive officers. The Board Governance, Nomination and Compensation Committee implements this mechanism in concurrence with the Board. The Board Governance, Nomination and Compensation Committee presents to the Board on a periodic basis, succession plans for appointments to the Board based on various factors such as current tenure of Directors, outcome of performance evaluation, Board diversity and business requirements. In addition, the Company conducts an annual Talent Review Process for senior management and other executive officers which provides a leadership-level talent inventory and capability map that reflects the extent to which critical talent needs are fulfilled vis-a-vis business drivers. The Board Governance, Nomination and Compensation Committee reviews the outcome of this process and presents the succession plan for senior management and other executive officers to the Board. 121 Annual Report 2018-19 IV. Committees of the Board Our Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its charter, which defines the scope, powers and composition of the Committee. All decisions and recommendations of the Committees are placed before the Board for information or approval. During the financial year, the Board has accepted the recommendations of Committees on matters where such a recommendation is mandatorily required. There have been no instances where such recommendations have not been considered. We have the following four sub-committees of the Board as at March 31, 2019: a. Audit, Risk and Compliance Committee, which also acts as Risk Management Committee b. Board Governance, Nomination and Compensation Committee, which also oversees the CSR initiatives of the Company c. Strategy Committee d. Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) Audit, Risk and Compliance Committee The Audit, Risk and Compliance Committee of our Board reviews, acts on and reports to our Board with respect to various auditing and accounting matters. The primary responsibilities include overseeing: a. Auditing and accounting matters, including recommending the appointment of our independent auditors to the shareholders; b. Compliance with legal and statutory requirements; c. Integrity of the Company’s financial statements, discussions with the independent auditors regarding the scope of the annual audits, and fees to be paid to the independent auditors; d. Performance of the Company’s internal audit function, independent auditors and accounting practices; e. Review of related party transactions and functioning of whistle blower mechanism; f. Implementation of the applicable provisions of the Sarbanes Oxley Act of 2002 (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; 122 g. Evaluation of internal financial controls, risk management systems and policies including review of cyber-security; and. h. Review of utilization of loans and advances from, and investment by, the Company in its subsidiaries exceeding ` 100 crores or 10% of the asset size of the subsidiary, whichever is lower, including existing loans, advances and investments. The Chairman of the Audit, Risk and Compliance Committee was present at the Annual General Meeting held on July 19, 2018. The charter of the Audit, Risk and Compliance Committee was amended in January 2019 to align with amendments to the Listing Regulations. The detailed charter of the Committee is available on our website at https:// www.wipro.com/corporate-governance. All members of our Audit, Risk and Compliance Committee are Non-Executive Independent Directors and financially literate. The Chairman of our Audit, Risk and Compliance Committee possesses the accounting and financial management related expertise. Statutory Auditors as well as Internal Auditors always have independent meetings with the Audit, Risk and Compliance Committee and also participate in the Audit, Risk and Compliance Committee meetings. Our Chief Financial Officer, General Counsel and other Corporate Officers make periodic presentations to the Audit, Risk and Compliance Committee on various issues. The Audit, Risk and Compliance Committee met five times during the financial year 2018-19 on April 24, 2018, June 8, 2018, July 19, 2018, October 23, 2018, and January 17, 2019. Composition of the Audit, Risk and Compliance Committee and details of attendance of members at its meetings during the year 2018-19 are given below: Name Position Chairman Mr. N Vaghul Member Mr. M K Sharma Mrs. Ireena Vittal Member Mrs. Arundhati Bhattacharya** Member Number of Meetings Attended 5 5 4* 0^ * Mrs. Ireena Vittal was not present at the meeting held on June 8, 2018. ** Mrs. Arundhati Bhattacharya was appointed as a member of Audit Committee w.e.f. January 1, 2019. There was only one Audit Committee meeting held on January 17, 2019 after her appointment till March 31, 2019. ^ Mrs. Arundhati Bhattacharya participated in the meeting held on January 17, 2019 through video conference and the attendance for the same was not recorded. Wipro Limited Board Governance, Nomination and Compensation Committee The Board Governance, Nomination and Compensation Committee reviews, acts on and reports to our Board with respect to various governance, nomination and compensation matters. The primary responsibilities include: a. Developing and recommending to the Board corporate governance guidelines applicable to the Company; b. Evaluating the Board on a continuing basis, including an assessment of the effectiveness of the full Board, operations of the Board Committees and contributions of individual Directors; c. Establishing policies and procedures to assess the requirements for induction of new members to the Board; d. Implementing policies and processes relating to corporate governance principles; e. Ensuring that appropriate procedures are put in place to assess Board membership needs and Board effectiveness; f. Reviewing the Company’s policies that relate to matters of Corporate Social Responsibility (CSR), including public issues of significance to the Company and its shareholders; g. Formulating the Disclosure Policy, its review and approval of disclosures; h. Approving and evaluating the compensation plans, policies and programs for full-time Directors and senior management; i. j. Acting as Administrator of the Company’s Employee Stock Option Plans and Employee Stock Purchase Plans drawn up from time to time; and R e v i e w i n g a n d r e c o m m e n d i n g o f a l l remuneration, in whatever form, payable to senior management. The charter of the Board Governance, Nomination and Compensation Committee was amended in January 2019 to align with amendments to the Listing Regulations. The detailed charter of Board Governance, Nomination and Compensation Committee is available on our website at https://www. wipro.com/corporate-governance. Our Head of Human Resources makes periodic presentations to the Board Governance, Nomination and Compensation Committee on compensation reviews and performance linked compensation recommendations. All members of the Board Governance, Nomination and Compensation Committee are Non-Executive Independent Directors. The Board Governance, Nomination and Compensation Committee is the apex body that oversees our Corporate Social Responsibility policy and programs. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually as well as the evaluation of the working of its Board Governance, Nomination and Compensation Committee and other Committees. Further details on Board evaluation have been provided on page 70 of the Board’s Report. The Board Governance, Nomination and Compensation Committee met four times during the year 2018-19 on April 24, 2018, July 19, 2018, October 23, 2018 and January 17, 2019. Composition of the Board Governance, Nomination and Compensation Committee and details of attendance of members at its meetings during the year 2018-19 are given below: Name Position Dr. Ashok S Ganguly Mr. N Vaghul Mr. William Arthur Owens Chairman Member Member Number of Meetings Attended 3* 4 4 * Dr. Ashok S Ganguly was not present at the meeting held on October 23, 2018. Strategy Committee The Strategy Committee reviews, acts and reports to our Board with respect to various strategic matters. The primary responsibilities of this Committee, inter alia, are: a. Making recommendations to the Board relating to the Company’s mission, vision, strategic initiatives, major programs and services; b. Ensuring management has established an effective strategic planning process, including development of a three to five year strategic plan with measurable goals and time targets; c. Annually reviewing the strategic plan for the Company and/or for each division and entity and recommending updates to the Board; d. Establishing criteria for management to evaluate potential strategic investments, reviewing proposals for acquisition or divestment opportunities for the Company and making appropriate recommendations to the Board, and reviewing post-transaction integration matters; and 123 Annual Report 2018-19 e. Monitoring the Company performance against measurable targets (e.g. market share, increase in revenue, or operating margin) or progress points (such as emerging technologies). The Strategy Committee met three times during the financial year 2018-19 on April 24, 2018, July 19, 2018 and January 17, 2019. Subsequently, the Strategy Committee reviewed the progress on strategy initiatives as part of meetings of the Board. Composition of the Strategy Committee and details of attendance of members at its meetings during the year 2018-19 are given below: Name Position Number of Meetings Attended Mr. William Arthur Owens Chairman Mr. Azim H Premji Mrs. Ireena Vittal Dr. Patrick J Ennis Mr. Patrick Dupuis Member Member Member Member Mr. Abidali Z Neemuchwala Member Mr. Rishad A Premji Member 3 3 3 3 3 3 3 Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) The Administrative and Shareholders/Investors Grievance Committee carries out the role of Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 and the Listing Regulations. The Administrative and Shareholders/Investors Grievance Committee reviews, acts on and reports to our Board with respect to various matters relating to stakeholders. The primary responsibilities include: a. Considering and resolving the grievances of the shareholders of the Company including c o m p l a i n t s re l ate d to t h e t ra n sfe r o r transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new or duplicate share certificates, non-receipt of notice of general meetings, and corporate actions; b. Approving consolidation, split or sub-division of share certificates, transmission of shares, i s s u e o f d u p l i c a te s h a re c e r t i f i c a te s , re-materialization of shares; c. Reviewing the grievance redressal mechanism implemented by the Company in co-ordination with Company’s Registrar and Transfer Agent (“RTA”) from time to time; 124 d. Reviewing the measures taken by the Company for effective exercise of voting rights by shareholders; e. f. Implementing 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; Reviewing 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. g. Overseeing administrative matters like opening and closure of Company’s bank accounts, grant and revocation of general, specific and banking powers of attorney; and h. Considering and approving allotment of equity shares pursuant to exercise of stock options, setting up branch offices and other administrative matters as delegated by the Board from time to time. Mr. M K Sharma, Independent Director, is the Chairman of the Administrative and Shareholders/ Investors Grievance Committee. The charter of the Administrative and Shareholders/ Investors Grievance Committee was adopted in January 2019 to align with amendments to the Listing Regulations and is available under the investor relations section on our website at https://www. wipro.com/corporate-governance. The Administrative and Shareholders/Investors Grievance Committee met four times during the year 2018-19 on April 24, 2018, July 19, 2018, October 23, 2018 and January 17, 2019. In addition, the management updates the Committee regarding investor complaints and redressal of shareholders’ queries once in 15 days. Composition of the Administrative and Shareholders/Investors Grievance Committee and details of attendance of members at its meetings during the year 2018-19 are given below: Name Position Mr. M K Sharma Mrs. Ireena Vittal Mr. Rishad A Premji Chairman Member Member Number of meetings attended 4 4 4 Wipro Limited Status Report of investor queries and complaints for the period from April 1, 2018 to March 31, 2019 is given below: objective assurance and consulting services to value-add and improve operations of business units and processes by: Sl. No. 1. 2. 3. 4. Particulars No. of Complaints Investor complaints pending at the beginning of the year Investor complaints received during the year Investor complaints disposed of during the year Investor complaints remaining unresolved at the end of the year NIL 470 470 NIL Apart from these queries/complaints, there are certain pending cases relating to dispute over title to shares in which in certain cases the Company has been made a party. However, these cases are not material in nature. Mr. M Sanaulla Khan, Company Secretary, is our Compliance Officer under the Listing Regulations. V. Governance through Management process Code of Business Conduct In the year 1983, we articulated ‘Wipro Beliefs’ consisting of six statements. At the core of beliefs was integrity, according to which “individual and company relationship should be governed by the highest standard of conduct and integrity”. Over the years, this articulation has evolved in form but remained constant in substance. Today, we articulate it as Code of Business Conduct. The Board and all employees have a responsibility to understand and follow the Code of Business Conduct. All employees are expected to perform their work with honesty and integrity. Wipro’s Code of Business Conduct reflects general principles to guide employees in making ethical decisions. This Code is also applicable to our representatives. This Code outlines fundamental ethical considerations as well as specific considerations that need to be maintained for professional conduct. This Code has been made available on the Company’s website at https://www.wipro.com/corporate-governance. Internal Audit a. Financial, Business Process and Compliance Audit b. Operation Reviews c. Best Practices and Benchmarking d. Leadership Development The Head of Internal Audit reports to the Chairman of the Audit, Risk and Compliance Committee and administratively to the Chief Financial Officer. Head of Internal Audit has regular and exclusive meetings with the Audit, Risk and Compliance Committee. The internal audit function is guided by its charter, as approved by the Audit, Risk and Compliance Committee. The internal audit function formulates an annual risk based audit plan based on consultations and inputs from the Board and business leaders and presents it to the Audit, Risk and Compliance Committee for approval. Findings of various audits carried out during the financial year are also periodically presented to the Audit, Risk and Compliance Committee. The internal audit function adopts a risk based audit approach and covers core areas such as compliance audits, financial audits, technology audits, third party risk audits, M&A audits, etc. The internal audit team comprises of personnel with professional qualifications and certifications in audit and is rich in diversity. The audit team hones its skills through a robust knowledge management program to continuously assimilate the latest trends and skills in the domain and to retain the knowledge gained for future reference and dissemination. The function, which was the first Indian internal audit unit to get ISO certified in 1998 and win international award from Institute of Internal Auditors (IIA) in 2002, recently added one more first, by being an early adopter of the new ISO 9001:2015 Version. Testimony to the functions’ innovation and excellence are the IIA awards won in these categories continuously over the last few years. Code for Prevention of Insider Trading The Company has a robust internal audit function with the stated vision “To be the best in class Internal Audit function globally”. In pursuit of this vision, the function provides an independent, On December 31, 2018, Securities and Exchange Board of India amended the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, prescribing various new requirements with 125 Annual Report 2018-19 effect from April 1, 2019. In line with the amendments, the Company has adopted an amended Code of Conduct to regulate, monitor and report trading by Designated Persons and their Immediate Relatives under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code of 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/ corporate-governance. Disclosure Policy In line with requirements under Regulation 30 of the Listing Regulations, the Company has framed a policy on disclosure of material events and information as per the Listing Regulations, which is available on our website at https://www.wipro.com/corporate- governance. The objective of this policy is to have uniform disclosure practices and ensure timely, adequate and accurate disclosure of information on an ongoing basis. The Company has constituted a Disclosure Committee consisting of senior officials, which approves all disclosures required to be made by the Company. The Company Secretary acts as Secretary to the Disclosure Committee. Considering that the Company’s securities are listed on NYSE, parity in disclosures are maintained through simultaneous disclosure on National Stock Exchange of India Limited, the BSE Limited and the NYSE. Ombuds Policy The Company has adopted an Ombuds process which is a channel for receiving and redressing complaints from employees and Directors. Under this policy, we encourage our employees to report any fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of unpublished price sensitive information, 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). Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the investigation. Mechanism followed under Ombuds process is appropriately communicated within the Company across all levels and is also available under the investor relations section on our website at https://www.wipro.com/investors/corporate-govern ance/#WiprosOmbudsProcess. Policy for Preservation of Documents Pursuant to the requirements under Regulation 9 of the Listing Regulations, the Board has formulated and approved a Document Retention Policy prescribing the manner of retaining the Company’s documents and the time period up to certain documents are to be retained. The policy percolates to all levels of the organization who handle the prescribed categories of documents. Policy for Prevention, Prohibition & Redressal of Sexual Harassment of Women at Workplace Wipro has a policy and framework for employees to report sexual harassment cases at workplace and our process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization. The below table provides details of complaints received/disposed during the financial year 2018-19 and includes all cases reported in the system, even if unsubstantiated. In some cases, a clear action has been taken (warning or separation) and the rest of the cases have been resolved through counselling or other specific actions. a. number of complaints filed during the financial year b. number of complaints disposed of during the financial year 142 156* c. * number of complaints pending as at end of the financial year 38 This includes complaints which remained unresolved during the previous year. Risk Committee The Company has a risk committee which oversees and monitors organization-wide risk management practices including developing strategies, policies, procedures, processes, and systems to identify, assess, measure, monitor, and manage major risks. These major risks include compliance risk, fraud risk, financial, credit, market and liquidity risk, operational risk, information security/cyber security risk, technology risk, business-continuity risk, reputation risk and strategic risk. The Committee meets at least on a quarterly basis, as may be necessary. 126 Wipro Limited VI. Disclosures Disclosure of Materially Significant Related Party Transactions All related party transactions that were entered during the financial year were at an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. As required under Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions. The abridged policy on Related Party Transactions is available on the Company’s website at https://www.wipro.com/ corporate-governance. Apart from receiving director remuneration, none of the Directors has any pecuniary relationship or transaction with the Company. During the year 2018-19, no transactions of material nature were entered by the Company with the Management or their relatives that may have a potential conflict of interest with the Company and the concerned officials have given undertakings to that effect as per the provisions of the Listing Regulations. The Register under Section 189 of the Companies Act, 2013 is maintained and particulars of the transactions have been entered in the Register, as applicable. Subsidiary Monitoring Framework All the subsidiary companies of the Company are managed by their Boards having the rights and obligations to manage these companies in the best interest of respective stakeholders. The Company nominates its representatives on the Board of subsidiary companies and monitors performance of such companies, inter alia, by reviewing: a. Financial statements, the investment made by the unlisted subsidiary companies, statement containing all significant transactions and arrangements entered by the unlisted subsidiary companies forming part of the financials. b. Minutes of the meetings of the unlisted subsidiary companies, if any, are placed before the Company’s Board regularly. c. Providing necessary guarantees, letter of comfort and other support for their day-to-day operations from time-to-time. The Company does not have any subsidiary whose income or net worth exceeds 10% of the consolidated income or net worth of the Company in the immediately preceding financial year. Certificate on Corporate Governance The certificate dated June 5, 2019, issued by Mr. V Sreedharan, Partner, V Sreedharan & Associates, Practising Company Secretaries, is given at page 135 of this Annual Report in compliance with corporate governance norms prescribed under the Listing Regulations. Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years. The Company has complied with the requirements of the Stock Exchanges or SEBI on matters related to Capital Markets, as applicable, during the last three years. No penalties or strictures have been imposed on the Company. Whistle Blower Policy and affirmation that no personnel have been denied access to the Audit, Risk & Compliance Committee As mentioned earlier in this report, the Company has adopted an Ombuds process which is a channel for receiving and redressing employees’ complaints. No personnel in the Company has been denied access to the Audit, Risk and Compliance Committee or its Chairman. Disclosures with respect to demat suspense account/unclaimed suspense account (Unclaimed Shares) Pursuant to Regulation 39 of the Listing Regulations, reminder letters have been sent to shareholders whose shares remain unclaimed from the Company. Based on their response, such shares will be transferred to “unclaimed suspense account” as per the provisions of Schedule VI of the Listing Regulations. The disclosure as required under Schedule V of the Listing Regulations is given below: No. of Shareholders Number of Shares 307 377,332 4 150,338 Sl. No. Particulars 1. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 2. Number of shareholders who approached the Company for transfer of shares from suspense account during the year 127 Annual Report 2018-19 Sl. No. Particulars 3. Number of shareholders to whom shares were t r a n s f e r r e d f r o m s u s p e n s e a c c o u n t during the year 4. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year 5. Voting rights on these shares shall remain frozen till the rightful owner of such shares claim the same No. of Shareholders Number of Shares 4 150,338 303 302,659* Yes * Adjusted for the Bonus equity shares issued by the Company in March 2019. Shareholder Information Various shareholder information required to be disclosed pursuant to Schedule V of the Listing Regulations are provided at Annexure I to this report. Compliance with Mandatory Requirements Your Company has complied with all the mandatory corporate governance requirements under the Listing Regulations. Specifically, your Company confirms compliance with corporate governance requirements specified in Regulation 17 to 27 and clauses (b) to (i) of Sub-Regulation (2) of Regulation 46 of the Listing Regulations. Certificate by Practicing Company Secretary The Company has received certificate from Mr. V Sreedharan, Partner, V Sreedharan & Associates, Practising Company Secretaries, confirming that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as director of companies by the SEBI/Ministry of Corporate of Affairs or any such authority. The certificate is given at page 136 of this Annual Report. Board may be entitled to maintain a Chairman’s Office at the company’s expense and also allowed reimbursement of expenses incurred in performance of his duties. The Chairman of the Company is an Executive Director and hence this provision is not applicable to us. 2. Shareholders rights We display our quarterly and half yearly financial results on our web site www.wipro.com and also publish our financial results in widely circulated newspapers. We have communicated the payment of dividend by e-mail to shareholders in addition to dispatch of letters to all shareholders. We publish the voting results of shareholder meetings and make it available on our website www.wipro.com, and report the same to Stock Exchanges in terms of Regulation 44 of the Listing Regulations. 3. Modified Opinion(s) in Audit Report The Auditors have issued an un-modified opinion on the financial statements of the Company. 4. Reporting of Internal Auditor Reporting of Head of Internal Audit is to the Chairman of the Audit Committee of the Board and administratively to the Chief Financial Officer. Head of Internal Audit has regular and exclusive meetings with the Audit Committee. 5. NYSE Corporate Governance Listing Standards The Company has made this disclosure in compliance with the NYSE Listing Standards and NYSE Listed Company Manual on its website https://www.wipro.com/corporate-governance and has filed the same with the NYSE. Declaration as required under Regulation 34(3) and Schedule V of the Listing Regulations All Directors and senior management personnel of the Company have affirmed compliance with Wipro’s Code of Business Conduct for the financial year ended March 31, 2019. VII. Compliance Report on Discretionary requirements under Regulation 27(1) of the Listing Regulations Place: Bengaluru Date: June 6, 2019 Azim H Premji Executive Chairman 1. The Board As per para A of Part E of Schedule II of the Listing Regulations, a non-executive Chairman of the 128 Wipro Limited ANNEXURE I Shareholder Information Corporate Identity Number (CIN) Our Corporate Identity Number (CIN), allotted by the Ministry of Company Affairs, Government of India is L32102KA1945PLC020800, and our Company Registration Number is 20800. Annual General Meeting The 73rd Annual General Meeting for the year ended March 31, 2019 is scheduled to be held on Tuesday, July 16, 2019 at 4.00 PM at Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics Electronic City, Hosur Road, Bengaluru - 561229. The facility to appoint a proxy to represent the members at the meeting is also available for the members who may be unable to attend the meeting. Shareholders are required to fill a proxy form and send it to us latest by July 14, 2019 before 4:00 PM. Shareholders can also cast their vote electronically by following the instructions of e-voting sent separately. Webcast of the Annual General Meeting Proceedings The proceedings of the 73rd Annual General Meeting will be webcasted live for all the shareholders as on the cut-off date i.e. July 9, 2019. The shareholders can visit https:// corpreg.karvy.com/agmlive/liveevents.aspx and login through existing user id and password to watch the live proceedings of the 73rd Annual General Meeting on July 16, 2019, 4:00 PM onwards. Financial Year 2016-17 The following special resolutions were passed at the annual general meeting: a. b. Re-appointment of Mr. Azim H Premji (DIN 00234280) as Executive Chairman and Managing Director of the Company. Re-appointment of Mr. William Arthur Owens (DIN 00422976) as Independent Director of the Company. Financial Year 2017-18 The following special resolution was passed at the annual general meeting: a. Re-appointment of Mrs. Ireena Vittal (DIN: 05195656) as an Independent Director of the Company. Tribunal Convened Meeting of Shareholders and Unsecured Creditors of the Company Pursuant to the order of the Hon’ble National Company Law Tribunal, Bengaluru Bench, dated August 10, 2018, the meeting of the shareholders and unsecured creditors of the Company was convened and held on September 19, 2018 at the Company’s registered office at Sarjapur Road, Doddakannelli, Bengaluru-560035. The following special resolution was passed at the said meeting of shareholders and unsecured creditors. The details of voting pattern and copy of Scrutinizer’s report is available at https://www. wipro.com/investors/scheme-of-amalgamation/. Annual General Meetings and Other General Body meeting of the Last Three Years and Special Resolutions, if any a. For the Financial Years 2015-16, 2016-17 and 2017-18, we held our Annual General Meeting on July 18, 2016 at 4:00 PM, July 19, 2017 at 4:00 PM and July 19, 2018 at 4:00 PM respectively, at Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics, Electronic City, Hosur Road, Bengaluru – 561229. Financial Year 2015-16 The following special resolutions were passed at the annual general meeting: a. b. c. Re-appointment of Mr. N Vaghul as an Independent Director Re-appointment of Dr. Ashok S Ganguly as an Independent Director Re-appointment of Mr.M K Sharma as an Independent Director To approve the scheme of amalgamation of Wipro Technologies Austria GmbH, Wipro Information Technology Austria GmbH, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited with and into Wipro Limited Details of resolutions passed through postal ballot during Financial Year 2018-19 and details of the voting pattern The Company sought the approval of shareholders by way of ordinary resolutions through notice of postal ballot dated January 18, 2019 for increase in authorized share capital and consequent amendment to Memorandum of Association of the Company and issue of bonus shares, which were duly passed vide resolution dated February 22, 2019 and the results of which were announced on February 24, 2019. Mr. V Sreedharan, Partner of V Sreedharan & Associates, Practising Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner. 129 Annual Report 2018-19 Resolution No. of Votes Polled No. of Votes Cast in Favour No. of Votes Cast Against % of Votes Cast in Favour on Votes Polled % of Votes Cast Against on Votes Polled 3,400,716,814 3,360,689,826 40,026,988 98.82 1.18 a. Increase in authorized share capital and consequentamendment to the Memorandum of Association of the Company b. Issue of Bonus Shares 3,400,825,372 3,394,437,323 6,388,049 99.81 0.19 Procedure for Postal Ballot The postal ballot is conducted in accordance with the provisions contained in Section 110 and other applicable provisions, if any, of the Companies Act, 2013,read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The Shareholders are provided the facility to vote either by physical ballot or through e-voting. The postal ballot notice is sent to shareholders in electronic form to the email addresses registered with the depository (in case of electronic shareholding)/the Company’s Registrar and Share Transfer Agent (in case of physical shareholding). For shareholders whose email IDs are not registered, physical copies of the postal ballot notice are sent by permitted mode along with a postage prepaid self-addressed business reply envelope. The Company also publishes a notice in the newspapers in accordance with the requirements under the Companies Act, 2013. The Company fixes a cut-off date to reckon paid-up value of equity shares registered in the name of shareholders for the purpose of voting. Shareholders may cast their votes through e-voting during the voting period fixed for this purpose. Alternatively, shareholders may exercise their votes through physical ballot by sending duly completed and signed forms so as to reach the scrutinizer before a specified date and time. After completion of scrutiny of votes, the scrutinizer submits his report to the Chairman and the results of voting by postal ballot are announced by the Chairman or any Director of the Company duly authorized within 48 hours of conclusion of the voting period. The results are also displayed on the website of the Company (www.wipro.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agents. The resolutions, if passed by the requisite majority are deemed to have been passed on the last date specified for receipt of duly completed postal ballot forms or e-voting. Our Audit, Risk and Compliance Committee reviews the earnings press releases, Securities Exchange Commission (SEC) filings and annual and quarterly reports of the Company, before they are presented to the Board for their approval for release. News Releases and Presentations: All our news releases and presentations made at investor conferences and to analysts are posted on the Company’s website at https:// www.wipro.com/investors. Quarterly results: Our quarterly results are published in widely circulated national newspapers such as Financial Express and the local daily Kannada Prabha. Website: The Company’s website contains a separate dedicated section “Investors” where information sought by shareholders is available. The Annual Report of the Company, earnings, press releases, SEC filings and quarterly reports of the Company, apart from the details about the Company, Board of Directors and Management, are also available on the website in a user friendly and downloadable form at https://www.wipro.com/investors. Annual Report: Annual Report containing audited standalone financial statements, consolidated financial statements together with Board’s Report, Auditors Report and other important information are circulated to members entitled thereto. Other Disclosures/Filings: Our Form 20-F filed with SEC containing detailed disclosures and along with other disclosures including Press Releases etc. are available at https://www.wipro.com/investors. Communication of Results: Means of Communications Number of Times During 2018-19 Earnings Calls 4 4 Means of Communication with Shareholders/Analysts Publication of results We have established procedures to disseminate, in a planned manner, relevant information to our shareholders, analysts, employees and the society at large. Analysts/Investors Meetings Details are provided in the MD&A Report forming part of this Annual Report. 130 Wipro LimitedFinancial Calendar The financial year of the Company starts from the 1st day of April and ends on 31st day of March of next year. Our tentative calendar for declaration of results for the financial year 2019-20 are as given below: Quarter Ending For the Quarter ending June 30, 2019 For the Quarter and half year ending September 30, 2019 For the Quarter and nine months ending December 31, 2019 For the year ending March 31, 2020 Release of Results Third week of July, 2019 Second week of October, 2019 Second week of January, 2020 Second week of April, 2020 In addition, the Board may meet on other dates as and when required. shares for the financial year 2011-12, on the due date to the Investor Education and Protection Fund (IEPF) administered by the Central Government. Pursuant to the Rule 5(8) of Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on July 19, 2018 (date of last Annual General Meeting) on the website of the Company (www.wipro. com/investors) and also on the website of the Ministry of Corporate Affairs. Fees Paid to Statutory Auditors The details of total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory auditor and all the entities in the network firm/network entity of which the statutory auditor is a part, are as follows: ` In Million Unclaimed Dividends and Transfer to IEPF Type of Service Pursuant to Section 124 of Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time), the Company has transferred the unpaid or unclaimed final dividend and the underlying equity shares, for the financial year 2010-11 and unpaid or unclaimed interim dividend and the underlying equity Audit Fees Tax Fees Others Total Financial Year Ended March 31, 2019 73 40 12 125 Financial Year Ended March 31, 2018 62 52 - 114 Listing on Stock Exchanges, Stock Codes, International Securities Identification Number (ISIN) and Cusip Number for ADRs Your Company’s securities are listed on the following exchanges as on March 31, 2019 and the stock codes are: Equity shares BSE Limited (BSE) Stock Codes 507685 National Stock Exchange of India Limited (NSE) WIPRO Address BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001 Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400051 American Depository Receipts New York Stock Exchange (NYSE) WIT 11 Wall St, New York, NY 10005, United States of America Notes: 1. 2. 3. Listing fees for the year 2019-20 have been paid to the Indian Stock Exchanges as on date of this report. Listing fees to NYSE for the calendar year 2019 has been paid as on date of this report. The stock code on Reuters is WIPR.NS and on Bloomberg is WPRO: IN. International Securities Identification Number (ISIN) ISIN is an identification number for traded shares. This number needs to be quoted in each transaction relating to the dematerialized equity shares of the Company. ISIN number for our equity shares is INE075A01022. CUSIP Number for American Depository Shares The Committee on Uniform Security Identification Procedures (CUSIP) of the American Bankers Association has developed a unique numbering system for American Depository Shares. This number identifies a security and its issuer and is recognized globally by organizations adhering to standards issued by the International Securities Organization. Cusip number for Wipro American Depository Scrip is 97651M109. 131 Annual Report 2018-19 Description of Voting Rights All our equity shares carry voting rights on a pari-passu basis. Distribution of Shareholding as on March 31, 2019 Category (No. of Shares) 1-5000 5001- 10000 10001- 20000 20001- 30000 30001- 40000 40001- 50000 50001- 100000 100001& Above 31-Mar-19 31-Mar-18 No. of Shareholders % of Shareholders No. of Shares % of Total Equity Category (No. of Shares) No. of Shareholders % of Shareholders No. of Shares 329,830 1,793 758 373 258 642 3,180 1,266 97.55 49,167,404 0.53 0.22 0.11 0.08 0.19 0.94 12,691,399 9,416,449 6,554,524 5,781,677 22,529,224 10,973,418 0.82 0.21 0.16 0.11 0.10 0.37 0.18 0.37 5,916,821,293 98.06 2,63,566 97.73 3,57,05,960 2,234 1,411 556 323 202 467 935 0.83 0.52 0.21 0.12 0.07 0.17 0.35 79,43,841 1,00,53,160 68,35,088 56,34,614 45,29,721 1,61,70,373 4,43,69,11,734 0.79 0.18 0.22 0.15 0.12 0.10 0.36 98.08 100.00 Total 338,100 100.00 6,033,935,388 100.00 2,69,694 100.00 4,52,37,84,491 Dematerialisation of Shares and Liquidity 99.80% of outstanding equity shares have been dematerialized as at March 31, 2019. Outstanding ADR/GDR/Warrants or any other Convertible instruments, Conversion Date and Likely Impact on Equity The Company has 2.27% of outstanding ADRs as on March 31, 2019. Market Share Price Data The performance of our stock during the financial year 2018-19 is tabulated below: Month April May June July August September October November December January February March Volume Traded NSE 79,056,139 74,176,475 71,747,895 119,026,881 72,939,020 190,244,795 112,442,243 88,802,792 103,521,996 185,302,347 97,701,501 162,350,001 Price in NSE during the month (in ` per share) High Date 225.75 210.60 202.50 217.95 229.88 253.50 250.99 251.55 257.96 278.55 291.71 285.90 23-Apr-18 17-May-18 13-Jun-18 20-Jul-18 31-Aug-18 24-Sep-18 30-Oct-18 19-Nov-18 13-Dec-18 31-Jan-19 26-Feb-19 06-Mar-19 Volume Traded NSE 5,330,247 3,474,859 2,050,453 6,983,199 9,043,661 4,987,824 4,940,176 3,756,673 6,864,124 10,258,761 5,070,049 21,507,060 Low Date 205.50 193.50 190.13 193.58 205.28 229.73 222.00 226.99 239.51 233.51 270.90 253.40 26-Apr-18 31-May-18 06-Jun-18 04-Jul-18 08-Aug-18 03-Sep-18 25-Oct-18 26-Nov-18 26-Dec-18 14-Jan-19 20-Feb-19 26-Mar-19 Volume Traded NSE 12,775,068 6,864,716 2,539,760 5,112,425 2,109,787 34,312,893 18,902,088 9,328,560 3,140,693 9,217,764 5,880,645 3,850,516 S&P CNX Nifty Index during each month High Low 10759.00 10929.20 10893.25 11366.00 11760.20 11751.80 11035.65 10922.45 10985.15 10987.45 11118.10 11630.35 10111.30 10417.80 10550.90 10604.65 11234.95 10850.30 10004.55 10341.90 10333.85 10583.65 10585.65 10817.00 Wipro Price movement vis-a-vis Previous Month High/Low (%) High % Low % -0.33% 0.61% -6.71% -5.84% -3.85% -1.74% S&P CNX Nifty Index vis-a-vis Previous Month High/Low (%) High % Low % 2.22% 1.60% 1.58% 3.03% -0.33% 1.28% 7.63% 1.81% 4.34% 0.51% 5.47% 6.04% 3.47% 5.94% 10.28% 11.91% -0.07% -3.42% -0.99% -3.36% -6.09% -7.79% 0.22% 2.25% 2.55% 5.52% 7.98% 4.73% -2.51% 16.01% -1.99% -6.46% -1.03% 0.57% 3.37% -0.08% 0.02% 2.42% 1.19% 0.02% 4.61% 2.19% * Market price for FY 2018-19 has been restated to reflect the Bonus issue in March 2019. 132 Wipro LimitedADS Share Price during the Financial Year 2018-19 Wipro ADS Price in NYSE during each month closing ($) NYSE TMT index during each month closing Wipro ASD Price Movement (%) Via a via Previous month Closing $ W i p r o N YS E T M T I n d e x Movement (%) Via a via Previous month Closing $ April May June July August September October November December January February March 3.59 3.45 3.59 3.80 3.86 3.91 3.88 3.92 3.85 4.27 4.20 3.98 8394 8288 8356 8591 8828 8931 8390 8576 8039 8519 8750 8816 -7.36% -3.77% 4.13% 5.64% 1.78% 1.17% -0.77% 0.97% -1.72% 10.92% -1.58% -5.24% -0.66% -1.27% 0.82% 2.82% 2.76% 1.17% -6.06% 2.22% -6.26% 5.98% 2.71% 0.75% * Market price for FY 2018-19 has been restated to reflect the Bonus issue in March 2019. Performance of Wipro equity shares relative to the SENSEX and NYSE Composite index during the period April 1, 2018 to March 31, 2019 is given in the following chart: 140 130 120 110 100 90 80 8 1 0 2 - r p A - 1 8 1 0 2 - y a M - 1 8 1 0 2 - e n u J - 1 8 1 0 2 - y l u J - 1 8 1 0 2 - t s u g u A - 1 8 1 0 2 - t p e S - 1 8 1 0 2 - t c O - 1 8 1 0 2 - v o N - 1 8 1 0 2 - c e D - 1 9 1 0 2 - n a J - 1 9 1 0 2 - b e F - 1 9 1 0 2 - r a M - 1 Wipro Sensex NYSE Composite Index Commodity Price Risk and Foreign Exchange Risk and Hedging Activities The Company had no exposure to commodity and commodity risks for the financial year 2018-19. For Foreign exchange risk and hedging activities, please refer the Management Discussion and Analysis Report for details. Credit Ratings Wipro is rated A- by Standard & Poor (outlook stable) and 5A1 by Dun & Bradstreet (condition strong) as at March 31, 2019. There has been no change in ratings during the year. Registrar and Transfer Agents Company’s share transfer and related operations is operated through its Registrar and Share Transfer Agents Karvy Fintech Private Limited, Hyderabad. Share Transfer System In accordance with the proviso to Regulation 40(1) of the Listing Regulations, effective from April 1, 2019, transfers of shares of the Company shall not be processed unless the shares are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in various corporate actions. 133 Annual Report 2018-19 Investor Queries and Grievances Redressal Shareholders may write either to the Company or the Registrar and Transfer Agents for redressal of queries and grievances. The address and contact details of the concerned officials are given below. Registrar and Share Transfer Agents Karvy Fintech Private Limited Unit: Wipro Limited Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Phone: 040-23420818 Fax: 040 23420814 Contact Person: Mr. B. Srinivas - E-mail id: srinivas.b@karvy.com Ms. Rajitha Cholleti - E-mail id: rajitha.cholleti@karvy.com Shareholders Grievance can also be sent through email to the following designated E-mail id: einward.ris@karvy.com. Overseas Depository for ADSs J.P. Morgan Chase & Co. P.O. Box 64504, St. Paul MN 55164-0504, USA Tel: +1-651-453 2128 Indian Custodian for ADSs India Sub Custody J.P. Morgan, J.P. Morgan Towers, 1st Floor, off C.S.T. Road, Kalina, Santacruz (East), Mumbai - 400 098 Tel: 022-61573484 Fax: 022-61573910 Web-Based Query Redressal System Members may utilize this facility extended by the Registrar & Transfer Agents for redressal of their queries. Please visit https://karisma.karvy.com and click on “investors” option for query registration through free identity registration to log on. Investor can submit the query in the “QUERIES” option provided on the website, which will generate the grievance registration number. For accessing the status/response to your query, please use the same number at the option “VIEW REPLY” after 24 hours. The investors can continue to put additional queries relating to the case till they are satisfied. Shareholders can also send their correspondence to the Company with respect to their shares, dividend, request for annual reports and shareholder grievances. The contact details are provided below: Ph: +91-80-28440011 (Extn: 226185) Fax: +91-080-28440054 Email: sanaulla.khan@wipro.com Ph: +91-80-28440011 (Extn: 226183) Fax: +91-080-28440054 Email: kothandaraman.gopal@wipro.com Mr. M Sanaulla Khan Company Secretary Wipro Limited Doddakannelli, Sarjapur Road, Bengaluru - 560 035 Mr. G Kothandaraman General Manager- Finance Wipro Limited Doddakannelli, Sarjapur Road, Bengaluru - 560 035 Analysts can reach our Investor Relations Team for any queries and clarification on financial/investor relations related matters: Ph: +91-80-28440011 (Extn: 227139) Fax: +91-80-28440054 Email: iyer.aparna@wipro.com Ph: +91-98457 91363 Fax: +91-80-2844 0054 Email: abhishekkumar.jain@wipro.com Mrs. Aparna C Iyer Vice President - Finance Wipro Limited Doddkannelli, Sarjapur Road, Bengaluru - 560 035 Mr. Abhishek Kumar Jain Senior Manager, Investor Relations Wipro Limited Doddkannelli, Sarjapur Road, Bengaluru - 560 035 Plant Locations The Company has various office in India and abroad. Details of these locations as on March 31, 2019 are available on our website www.wipro.com. 134 Wipro LimitedCorporate Governance Compliance Cerfiticate Corporate Identity Number: L32102KA1945PLC020800 Nominal Capital: INR 2527.40 crores (Post-Merger Order dated 29.03.2019 passed by Hon’ble NCLT, Bengaluru) To the Members of Wipro Limited Doddakannelli, Sarjapur Road, Bengaluru - 560035 We have examined all the relevant records of Wipro Limited for the purpose of certifying compliance of the conditions of the Corporate Governance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for the financial year ended March 31, 2019. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification. The compliance of conditions of corporate governance is the responsibility of the Management. Our examination was limited to the procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. In our opinion and to the best of our information and according to the explanations and information furnished to us, we certify that the Company has complied with all the mandatory requirements of Corporate Governance as stipulated in Schedule II of the said Regulations. As regards Discretionary Requirements specified in Part E of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has complied with items C, D and E. June 5, 2019 Bengaluru For V. Sreedharan & Associates Company Secretaries Sd/- V. Sreedharan Partner F.C.S.2347; C.P. No. 833 135 Annual Report 2018-19 Certificate of Non-Disqualification of Directors [pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] To, The Board of Directors Wipro Limited Doddakkannelli, Sarjapur Road Bengaluru- 560035 I/We have examined the relevant registers, records, forms, returns and disclosures received from Wipro Limited having CIN L32102KA1945PLC020800 and having registered office at Doddakkannelli, Sarjapur Road, Bengaluru- 560035 (hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In my/our opinion and to the best of my/our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I/We hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on March 31, 2019 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. Sl. No. Name of Director Mr. Azim Premji Hasham Mr. Narayanan Vaghul Dr. Ashok Sekhar Ganguly Mr. Mahendrakumar Sharma Mr. William Arthur Owens Mrs. Ireena Vittal Mr. Rishad Premji Azim Mr. Abidali Z Neemuchwala Dr. Patrick John Ennis 1 2 3 4 5 6 7 8 9 10 Mr. Patrick Lucien Andre Dupuis 11 Mrs. Arundhati Bhattacharya DIN 00234280 00002014 00010812 00327684 00422976 05195656 02983899 02478060 07463299 07480046 02011213 Date of appointment in Company 01/09/1968 09/06/1997 01/01/1999 01/07/2011 01/07/2006 01/10/2013 01/05/2015 01/02/2016 01/04/2016 01/04/2016 01/01/2019 Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. June 5, 2019 Bengaluru 136 For V. Sreedharan & Associates Company Secretaries Sd/- V. Sreedharan Partner F.C.S.2347; C.P. No. 833 Wipro Limited Independent Auditor’s Report To The Members of Wipro Limited Basis for Opinion Report on the Audit of the Standalone Financial Statements Opinion We have audited the accompanying standalone financial statements of Wipro Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “the standalone financial statements”). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date. We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. Sr. No. Key Audit Matter 1 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard) The application of the new revenue a c c o u n t i n g s t a n d a r d i n v o l v e s certain key judgements relating to identification of distinct performance o b l i g a t i o n s , d e t e r m i n a t i o n o f transaction price of the identified p e r f o r m a n c e o b l i g a t i o n s , t h e appropriateness of the basis used to measure revenue recognized over a period. Additionally, new r e v e n u e a c c o u n t i n g s t a n d a r d contains disclosures which involves collation of information in respect of Auditor’s Response Principal Audit Procedures We assessed the Company’s process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing which included the following among others: • Evaluated the design of internal controls relating to implementation of the new revenue accounting standard. • Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls. • Tested the relevant information technology systems’ access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard. 137 Standalone Financial Statements under Ind ASAnnual Report 2018-19Sr. No. Key Audit Matter disaggregated revenue and periods over which the remaining performance o b l i g a t i o n s w i l l b e s a t i s f i e d subsequent to the balance sheet date. Refer Note 3 to the Standalone Financial Statements. 2 Accuracy of revenue recognition in respect of fixed price contracts involves critical estimates. Estimated effort is a critical estimate to determine revenues and liabilities for onerous obligations. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract, efforts incurred till date and efforts required to complete the remaining contract performance obligations. Refer Notes 3and 20to the Standalone Financial Statements. 138 Auditor’s Response • Selected a sample of continuing and new contracts and performed the following procedures among others: • Read, analysed and identified the distinct performance obligations in these contracts. • Compared these performance obligations with that identified and recorded by the Company. • Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes. • In respect of samples relating to fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with actual and estimated costs from the revenue recognition systems. • Sample of revenues disaggregated by type and service offerings were tested with the performance obligations specified in the underlying contracts. • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. • We reviewed the collation of information and the logic of the report generated from the revenue recognition system used to prepare the disclosure relating to the periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Principal Audit Procedures Our audit approach was a combination of test of internal controls and substantive procedures which included the following, among others: • Evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations. • Tested the access and application controls pertaining to time recording and allocation systems which prevents unauthorised changes to recording of efforts incurred. • Selected a sample of contracts and through inspection of evidence of performance of these controls, tested the operating effectiveness of the internal controls relating to efforts incurred and estimated. • Selected a sample of contracts and performed a retrospective review of completed efforts and activities with the planned efforts and activities to identify significant variations and verifiedwhether those variations have been considered in estimating the remaining efforts to complete the contract. • Reviewed a sample of contracts with unbilled revenues to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations. • Performed analytical procedures and test of details for reasonableness of incurred and estimated efforts. Standalone Financial Statements under Ind ASWipro LimitedSr. No. Key Audit Matter 3 Evaluation of uncertain tax positions. Auditor’s Response Principal Audit Procedures The Company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Notes 3(xvi) and 33to the standalone Financial Statements. Obtained details of completed tax assessments and demands during the year ended March 31, 2019 from management. We involved our internal tax experts to challenge the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal tax experts also considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions. Additionally, we considered the effect of new information in respect of uncertain tax positions as at April 1, 2018 to evaluate whether any change was required to management’s position on these uncertainties. Information Other than the Financial Statements and Auditor’s Report Thereon • • • • The Company’s Board of Directors are responsible for the other information. The other information comprises the Baord’s Report and the Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other informationand, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Management’s Responsibility for the Standalone Financial Statements The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibility for the Audit of the Standalone Financial Statements Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not 139 Standalone Financial Statements under Ind ASAnnual Report 2018-19 • • • • detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit, we report that: a) b) c) d) e) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act. On the basis of the written representations received from the directors as on March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal 140 Standalone Financial Statements under Ind ASWipro Limited g) h) financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements; ii. iii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. 2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order. For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm Registration Number: 117366W/W-100018 N. Venkatram Partner Membership number: 71387 Mumbai June 06, 2019 Annexure A to the Independent Auditor’s Report (Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of Wipro Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date. Management’s Responsibility for Internal Financial Controls The Board of Directors of the Company are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to 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 information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit 141 Standalone Financial Statements under Ind ASAnnual Report 2018-19 to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on, the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm Registration Number: 117366W/W-100018 N. Venkatram Partner Membership number: 71387 Mumbai June 06, 2019 142 Standalone Financial Statements under Ind ASWipro LimitedAnnexure B to the Independent Auditor’s Report (Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report to the members of Wipro Limited of even date) with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable. (i) In respect of the Company’s fixed assets: (v) (a) (b) (c) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. The Company has a program of verification to cover all the items of fixed assets in a phased manner over a period of 3 years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification. According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds/registered sale deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. (ii) (iii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals. There were no material discrepancies noticed on physical verification during the year. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. (iv) In our opinion and according to the information and explanations given to us, the Company has complied The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. (vi) The maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Companies Act, 2013 for the business activities carried out by the Company. Thus reporting under Clause 3(vi) of the order is not applicable to the Company. (vii) According to the information and explanations given to us, in respect of statutory dues: (a) (b) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Goods and Service Tax, Value Added Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. There were no undisputed amounts payable in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Value Added Tax, Goods and Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2019 for a period of more than six months from the date they became payable. (c) Details of dues of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty and Value Added Tax which have not been deposited as at March 31, 2019on account of dispute are given below: Name of Statue Nature of dues Forum where dispute is pending Period to which the amount relates Amount Involved The Central Excise Act, 1944 The Central Excise Act, 1944 The Central Excise Act, 1944 Excise Duty Excise Duty Excise Duty Assistant Commissioner Commissioner Commissioner Appeals 1990-91 to 2014-15 2004-05 to 2014-15 1994-95 to 2012-13 64 10 13 ` in millions Amount not deposited as atMarch 31, 2019 59 10 13 143 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The Customs Act, 1962 Penalty Karnataka High court 2001-02 to 2005-06 Name of Statue Nature of dues Forum where dispute is pending Period to which the amount relates Amount Involved The Central Excise Act, 1944 The Central Excise Act, 1944 Excise Duty CESTAT 1999-2000 to 2012-13 193 Excise Duty High Court 2007-08, Amount not deposited as atMarch 31, 2019 180 1 45 4 6 327 5 4 2,871 340 371 24 1 49 11 6 383 5 5 2,951 341 371 24 1,789 1,088 1,034 1,034 1,358 1,165 2008-09 1994-95 to 2010-11 1991-92 to 2011-12 2005-06 1997-98 to 2009-10 2009-10 2009-10 2003-04 to -2015-16 2003-04 to 2015-16 2005-06 to 2015-16 2001-02 to 2011-12 2001-02 to 2011-12 1986-87 to 2015-16 1988-89 to 2,306 2,138 2016-17 1986-87 to 2010-11 706 660 1998-99 to 2013-14 2001-02 2003-04 2009-10 2010-11 81 12 2 13 61 27 12 1 5 61 The Customs Act, 1962 Customs Duty Asst. Commissioner The Customs Act, 1962 Customs Duty of customs CESTAT The Customs Act, 1962 Customs Duty Commissioner The Customs Act, 1962 Customs Duty Commissioner Appeals The Customs Act, 1962 Customs Duty Deputy Commissioner The Customs Act, 1962 Customs Duty - Air Customs – Chennai Madras HC Finance Act, 1994 Service tax Finance Act, 1994 Service tax Finance Act, 1994 Penalty Assistant commissioner Commissioner Appeals Commissioner Appeals Finance Act, 1994 Service tax CESTAT Finance Act, 1994 Penalty CESTAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Income Tax - TDS Income Tax - TDS Income Tax - TDS Assistant commissioner/ Deputy Commissioner Commissioner appeals Customs Excise And Service Tax Appellate Tribunal High Court Supreme Court CIT(A) - TDS Income Tax Appellate Tribunal High Court Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT The Income Tax Act, 1961 The Income Tax Act, 1961 The Income Tax Act, 1961 144 Standalone Financial Statements under Ind ASWipro LimitedName of Statue Nature of dues Forum where dispute is pending Period to which the amount relates Amount Involved The Income Tax Act, 1961 Income Tax Assessing Officer 2013-14 The Income Tax Act, 1961 Income Tax Commissioner of Income tax (Appeals) 2011-12, 2012-13 ^ 20 Amount not deposited as atMarch 31, 2019 ^ 20 The Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal 2006-07,2009- 10,2010-11 to 2013-14 5,097 1,220 ^ Amount less than 1 million (viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, banks and government. The Company has not issued any debentures. (ix) (x) (xi) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments or term loans) during the year, hence reporting under clause 3(ix) of the Order is not applicable to the company. To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year. In our opinion and according to the information and explanations given to us, the Company has paid/ provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act. (xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the Company. (xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards. (xiv) During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly paid convertible debentures and hence, reporting under clause 3 (xiv) of the Order is not applicable to the Company. (xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company. (xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm Registration Number: 117366W/W-100018 N. Venkatram Partner Membership number: 71387 Mumbai June 06, 2019 145 Standalone Financial Statements under Ind ASAnnual Report 2018-19Balance Sheet (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2019 March 31, 2018 ASSETS Non-current assets Property, plant and equipment Capital work-in-progress Goodwill Other intangible assets Financial assets Investments Derivative assets Trade receivables Other financial assets Deferred tax assets (net) Non-current tax assets (net) Other non-current assets Total non-current assets Current assets Inventories Financial assets Investments Trade receivables Cash and cash equivalents Derivative assets Unbilled receivables Other financial assets Current tax assets (net) Contract assets Other current assets Assets held for sale Total current assets TOTAL ASSETS EQUITY Equity Share capital Other equity TOTAL EQUITY LIABILITIES Non-current liabilities Financial liabilities Borrowings Provisions Deferred tax liabilities (net) Non-current tax liabilities (net) Other non-current liabilities Total non-current liabilities Current liabilities Financial liabilities Borrowings Trade payables Derivative liabilities Other financial liabilities Contract liabilities Provisions Current tax liabilities (net) Other current liabilities Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES 4 5 5 6 18 7 9 19 11 10 6 7 8 18 9 11 21 12 13 16 19 17 13 14 18 15 16 17 38,742 21,127 3,882 1,386 82,503 173 4,373 3,843 3,910 20,549 12,189 192,677 3,403 219,988 90,463 103,902 4,920 16,023 5,813 3,307 10,845 18,640 477,304 - 477,304 669,981 12,068 481,852 493,920 220 1,196 104 9,978 3,117 14,615 50,522 47,655 1,270 24,990 14,862 9,290 7,185 5,672 161,446 176,061 669,981 38,026 12,906 3,882 1,762 58,416 41 4,446 3,078 4,520 18,349 11,614 157,040 2,943 248,412 95,020 23,220 1,232 30,256 5,218 4,799 - 18,122 429,222 451 429,673 586,713 9,048 413,578 422,626 724 1,688 463 8,557 2,296 13,728 46,477 41,762 2,198 25,343 12,709 7,934 8,961 4,975 150,359 164,087 586,713 The accompanying notes form an integral part of these standalone financial statements As per our report of even date attached For and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W- 100018 N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 146 Azim H Premji Executive Chairman & Managing Director Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 N Vaghul Director Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary Standalone Financial Statements under Ind ASWipro Limited Statement of Profit and Loss (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2019 March 31, 2018 INCOME Revenue from operations Other operating income Other income Total Income EXPENSES Purchases of stock-in-trade Changes in inventories of finished goods and stock-in-trade Employee benefits expense Finance costs Depreciation and amortisation expense Sub-contracting / technical fees / third party application Travel Facility expenses Communication Legal and professional charges Marketing and brand building Other expenses Total expenses Profit before tax Tax expense Current tax Deferred tax Total tax expense Profit for the year Other comprehensive income (OCI) Items that will not be reclassified to profit or loss: Defined benefit plan actuarial gains/(losses) Net change in fair value of financial instruments through OCI Income tax relating to items that will not be reclassified to profit or loss Items that will be reclassified to profit or loss: Net change in time value of option contracts designated as cash flow hedges Net change in intrinsic value of option contracts designated as cash flow hedges Net change in fair value of forward contracts designated as cash flow hedges Net change in fair value of financial instruments through OCI Income tax relating to items that will be reclassified to profit or loss Total other comprehensive (loss)/ income for the year, net of taxes Total comprehensive income for the year Earnings per equity share: (Equity shares of par value ` 2 each) Basic Diluted Number of shares Basic Diluted The accompanying notes form an integral part of these standalone financial statements 20 21 22 23 24 25 26 19 19 24 18 19 18 18 18 19 27 480,298 940 25,686 506,924 11,420 (553) 238,085 5,249 9,343 89,225 15,005 14,598 3,698 2,525 2,304 17,320 408,219 98,705 22,725 (160) 22,565 76,140 169 (1,473) 34 579 1,014 1,567 (8) (636) 1,246 77,386 12.67 12.64 447,100 - 24,796 471,896 14,696 577 217,562 3,843 10,148 78,623 14,607 13,397 4,136 3,078 2,596 8,290 371,553 100,343 24,345 (1,230) 23,115 77,228 746 (1,760) 160 2 (95) (7,368) (663) 1,678 (7,300) 69,928 12.19 12.17 6,007,376,837 6,022,304,367 6,333,391,200 6,344,482,633 As per our report of even date attached For and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W- 100018 N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 Azim H Premji Executive Chairman & Managing Director Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 N Vaghul Director Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 147 Standalone Financial Statements under Ind ASAnnual Report 2018-198 7 5 , 3 1 4 7 8 ) 7 0 1 ( 2 8 8 , 1 - - ) 5 7 9 ( ) 5 0 6 , 1 ( 8 9 9 , 0 1 4 0 4 1 , 6 7 6 4 2 , 1 6 8 3 , 7 7 - ) 4 5 4 , 5 ( 8 3 9 , 1 ) 6 1 0 , 3 ( - 7 8 ) 5 8 2 , 1 ( ) 5 8 2 , 1 ( - 1 3 5 , 2 1 3 5 , 2 - - - ) 7 0 1 ( 2 8 8 , 1 5 6 5 , 8 2 ) 5 6 5 , 8 2 ( - - - - - 2 7 7 , 1 2 7 7 , 1 - - - ) 8 2 5 ( ) 5 6 5 ( 8 3 9 , 1 3 7 4 , 2 3 7 4 , 2 ) 5 0 6 , 1 ( ) 8 4 4 , 3 ( 2 1 6 , 7 0 4 1 8 7 9 3 1 , 1 2 1 4 9 5 5 , 2 0 4 1 8 7 9 3 1 , 1 2 1 4 5 6 5 ) 4 5 4 , 5 ( 0 4 1 , 6 7 - 0 4 1 , 6 7 - - - - - - - - - 8 2 5 ) 4 5 4 , 1 ( ) 7 6 7 ( ) 5 9 7 ( ^ - - - - r e h t o l a t o T y t i u q e e v r e s e r r e h t O h s a C w o fl g n i g d e h e v r e s e r y c n e r r u c n g i e r o F e n o Z c i m o n o c e l a i c e p S e r a h S s n o i t p o n o m m o C l o r t n o C s n o i t c a s n a r T n o i t a l s n a r t e v r e s e r t n e m t s e v n i - e r i g n d n a t s t u o e v r e s e r e v r e s e r l a t i p a C e v r e s e R d e n i a t e R i s g n n r a e l a t i p a C n o i t p m e d e r e v r e s e r l a t i p a C e v r e s e r s e i t i r u c e S i m u m e r p y e n o m i g n d n e p e v r e s e r t n e m t o l l a e r a h S n o i t a c i l p p a s u l p r u S d n a s e v r e s e R # # 5 1 1 S A d n I f o n o i t p o d a n o t n e m t s u d A j * * r e g r e m f o t n u o c c a n o t n e m t s u d A j 8 1 0 2 , 1 l i r p A t a s a e c n a l a b d e t s u j d A r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I ) s s o l ( / e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f t fi o r P s n o i t p o n o t s u r t d e l l o r t n o c y b s e r a h s f o e u s s I * s n o i t p o f o e s i c r e x e d n e d i v i d i g n d u l c n i ( i d a p d n e d i v i d h s a C s e r a h s y t i u q e f o e u s s i s u n o B ) n o e r e h t x a t e e y o l p m e o t d e t a l e r t s o c n o i t a s n e p m o C s n o i t c a s n a r t t n e m y a p d e s a b e r a h s e n o z c i m o n o c e l a i c e p s o t d e r r e f s n a r T e v r e s e r t n e m t s e v n i - e r 8 1 0 2 , 1 l i r p A t a s a e c n a l a B s r a l u c i t r a P y t i u q e r e h t O 2 5 8 , 1 8 4 ) 8 9 1 , 1 ( 4 2 4 , 2 2 8 8 , 1 5 6 5 , 8 2 7 1 6 , 2 3 7 4 , 2 1 9 7 , 3 4 4 4 1 9 3 1 , 1 5 4 1 ^ 9 1 0 2 , 1 3 h c r a M t a s a e c n a l a B . y l e v i t c e p s e r 8 1 0 2 d n a 9 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t g n i r u d s n o i t p o f o e s i c r e x e n o s e e y o l p m e e l b i g i l e o t t s u r t d e l l o r t n o c e h t y b d e u s s i n e e b e v a h s e r a h s 5 7 7 , 1 5 3 , 4 d n a 3 8 1 , 9 9 5 , 2 * . e v r e s e r o t n e k a t l o r t n o c n o m m o c r e d n u s e i t i t n e n e e w t e b s s e n i s u b f o r e f s n a r t n o t fi o r P * * 1 ` n a h t s s e l s i e u l a V ^ 8 2 e t o n r e f e R # 3 e t o N r e f e R # # 9 1 0 2 , 1 3 h c r a M t a s a e c n a l a B # l a t i p a c e r a h s y t i u q e n i e g n a h C 8 1 0 2 , 1 l i r p A t a s a e c n a l a B 8 6 0 , 2 1 0 2 0 , 3 8 4 0 , 9 8 1 0 2 , 1 3 h c r a M t a s a e c n a l a B # l a t i p a c e r a h s y t i u q e n i e g n a h C 7 1 0 2 , 1 l i r p A t a s a e c n a l a B 8 4 0 , 9 7 8 1 , 4 1 6 8 , 4 l a t i p a c e r a h s y t i u q E Y T I U Q E N I S E G N A H C F O T N E M E T A T S ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( 148 Standalone Financial Statements under Ind ASWipro Limited 5 9 1 , 2 6 4 8 2 2 , 7 7 ) 0 0 3 , 7 ( 8 2 9 , 9 6 - 6 1 ) 6 4 4 , 5 ( ) 3 1 3 , 9 0 1 ( ) 2 1 3 ( ) 6 6 8 , 4 ( 6 7 3 , 1 - - - - - - - - - - - - 4 7 3 , 1 ) 7 8 2 , 1 ( ) 7 8 2 , 1 ( r e h t o l a t o T y t i u q e e v r e s e r r e h t O - - - - - - - - - - 6 0 9 , 5 ) 3 1 0 , 6 ( ) 3 1 0 , 6 ( w o fl h s a C g n i g d e h e v r e s e r - - - - - - - - - - - - 2 8 8 , 1 Y T I U Q E N I S E G N A H C F O T N E M E T A T S ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( l s u p r u S d n a s e v r e s e R n g i e r o F y c n e r r u c l a i c e p S c i m o n o c e - e r e n o Z e r a h S d e s a b l a t i p a C n o i t a l s n a r t t n e m t s e v n i t n e m y a p e v r e s e r e v r e s e r e v r e s e r i d e n a t e R i s g n n r a e n o i t p m e d e r e v r e s e r l a t i p a C e v r e s e r e r a h S i m u m e r p e v r e s e r e r a h S n o i t a c i l p p a y e n o m i g n d n e p t n e m t o l l a 4 9 9 3 1 , 1 1 8 - - - - - - - - - - - 7 3 0 , 0 2 ) 7 3 0 , 0 2 ( - - ) 7 3 0 , 0 2 ( 7 3 0 , 0 2 0 7 3 , 1 6 - - - 5 5 5 , 3 ) 1 7 9 , 1 ( ) 2 8 1 , 1 ( - - - - 4 6 1 , 8 4 4 8 2 2 , 7 7 - 8 2 2 , 7 7 - 2 8 1 , 1 ) 6 4 4 , 5 ( ) 2 1 3 ( ) 6 6 8 , 4 ( ) 4 4 3 , 8 0 1 ( 7 8 6 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 7 8 9 , 1 ) 6 5 6 , 1 ( - - - - - ^ - - - - - - - - - - - - ^ 8 7 5 , 3 1 4 7 8 ) 7 0 1 ( 2 8 8 , 1 - 2 7 7 , 1 2 1 6 , 7 0 4 1 8 7 9 3 1 , 1 2 1 4 e s i c r e x e n o t s u r t d e l l o r t n o c y b s e r a h s f o e u s s I s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I s n o i t p o f o r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T ) s s o l ( / e m o c n i e v i s n e h e r p m o c r e h t O 7 1 0 2 , 1 l i r p A t a s a e c n a l a B r a e y e h t r o f t fi o r P s r a l u c i t r a P i ) n o e r e h t x a t d n e d i v i d g n d u l c n i ( d a p d n e d i v i d h s a C i d e s a b e r a h s e e y o l p m e o t d e t a l e r t s o c n o i t a s n e p m o C s n o i t c a s n a r t t n e m y a p t n e m t s e v n i - e r e n o z c i m o n o c e l a i c e p s o t d e r r e f s n a r T e v r e s e r - e r e n o z c i m o n o c e l a i c e p s m o r f d e r r e f s n a r T k c a b y u b o t d e t a l e r t s o c n o i t c a s n a r T s e r a h s y t i u q e f o e u s s i s u n o B s e r a h s y t i u q e f o k c a b y u B n o i t a s i l i t u n o e v r e s e r t n e m t s e v n i 8 1 0 2 , 1 3 h c r a M t a s a e c n a l a B 1 ` n a h t s s e l s i e u l a V ^ a l a w h c u m e e N Z i l a d b A i r e c fi f O e v i t u c e x E f e h C i r o t c e r i D e v i t u c e x E & y r a t e r c e S y n a p m o C n a h K a l l u a n a S M l u h g a V N r o t c e r i D l a l a D a r d n a h c n i v a r P n i t a J n a m r i a h C e v i t u c e x E r o t c e r i D g n i g a n a M & i j m e r P H m i z A r e c fi f O l a i c n a n F f e h C i i 9 1 0 2 , 6 0 e n u J u r u l a g n e B / 8 1 0 0 0 1 - W W 6 6 3 7 1 1 : o N n o i t a r t s i g e R s ’ m r i F i P L L s l l e S & s n k s a H e t t i o l e D r o f s t n a t n u o c c A d e r e t r a h C 7 8 3 1 7 . o N p h s r e b m e M i m a r t a k n e V . N r e n t r a P 9 1 0 2 , 6 0 e n u J i a b m u M 149 s r o t c e r i D f o d r a o B e h t f o f l a h e b n o d n a r o F d e h c a t t a e t a d n e v e f o t r o p e r r u o r e p s A s t n e m e t a t s l a i c n a n fi e n o l a d n a t s e s e h t f o t r a p l a r g e t n i n a m r o f s e t o n g n i y n a p m o c c a e h T Standalone Financial Statements under Ind ASAnnual Report 2018-19 Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) For the Year Ended March 31, 2019 March 31, 2018 76,140 7,356 - (182) 9,343 (278) 1,846 22,565 (17,059) (940) Cash flows from operating activities: Profit for the year Adjustments to reconcile profit for the year to net cash generated from operating activities: Gain on sale of property, plant and equipment, net Depreciation and amortisation expense Unrealised exchange (gain)/loss, net Share based compensation expense Income tax expense Dividend and interest (income)/expenses, net, gain from investments Gain from sale of hosted data center services business, workday business and loss of control in subsidiary (Reversal of) / provision for diminution in the value of non-current investments Other non cash items Changes in operating assets and liabilities; Trade receivables Unbilled receivables and contract assets Inventories Other assets Trade payables, other liabilities and provisions Contract liabilities Cash generated from operating activities before taxes Income taxes paid, net Net cash generated from operating activities Cash flows from investing activities: Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of investments Investment in subsidiaries Proceeds from sale of investments Proceeds from sale of hosted data center business and loss of control in subsidiary, net of related expense and cash Interest received Dividend received Net cash generated from/(used in) investing activities Cash flows from financing activities: Proceeds from issuance of equity shares/ shares pending allotment Repayment of borrowings Proceeds from borrowings Payment for buyback of shares including transaction cost Interest paid on borrowings Payment of cash dividend (including dividend tax thereon) Net cash used in financing activities Net increase/ (decrease) in cash and cash equivalents during the year Adjustment on account of merger Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (Note 8) Total taxes paid amounted to ` 23,789 and ` 26,157 for the year ended March 31, 2019 and 2018 respectively. Refer Note 13 for supplementary information on cash flow statement. 4 (60,681) 56,537 - (4,357) (5,454) (13,951) 84,444 203 30 19,222 103,899 4,769 3,773 (459) 130 16,877 2,009 125,890 (23,789) 102,101 (18,688) 1,023 (924,397) (36,226) 953,979 646 19,604 353 (3,706) 77,228 (159) 10,148 4,704 1,258 23,115 (21,934) - (267) 3,832 (16,361) 2,589 616 2,971 1,923 1,203 90,866 (26,157) 64,709 (16,237) 816 (779,032) (4,559) 829,764 4,790 13,872 609 50,023 24 (93,360) 81,180 (110,312) (1,272) (5,444) (129,184) (14,452) - 52 33,622 19,222 The accompanying notes form an integral part of these standalone financial statements As per our report of even date attached For and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W- 100018 N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 150 Azim H Premji Executive Chairman & Managing Director Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 N Vaghul Director Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary Standalone Financial Statements under Ind ASWipro Limited Notes to the Standalone financial statements (` in millions, except share and per share data, unless otherwise stated) 1. The Company overview Wipro Limited (“Wipro” or the “Company”), is a global information technology (IT), consulting and business process services (BPS) company. Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035, Karnataka, India. Wipro has its primary listing with BSE Ltd. (Bombay Stock Exchange) and National Stock Exchange of India Ltd. The Company’s American Depository Shares representing equity shares are also listed on the New York Stock Exchange. These financial statements were authorised for issue by the Board of Directors on June 6, 2019. 2. Basis of preparation of financial statements (i) Statement of compliance and basis of preparation The Standalone financial statements have been prepared in accordance with Indian Accounting Standards (“Ind AS”), the provisions of the Companies Act, 2013 (“the Companies Act”), as applicable and guidelines issued by the Securities and Exchange Board of India (“SEBI”). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been applied consistently to all periods presented in these financial statements, except for new accounting standards adopted by the Company. The financial statements correspond to the classification provisions contained in Ind AS 1, “Presentation of Financial Statements”. For clarity, various items are aggregated in the statement of profit and loss and balance sheet. These items are disaggregated separately in the notes to the financial statements, where applicable. All amounts included in the financial statements are reported in millions of Indian rupees (` in millions) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures. Previous year figures have been regrouped/re-arranged, wherever necessary. (ii) Basis of measurement These financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant Ind AS: a) Derivative financial instruments; b) c) Financial instruments classified as fair value through other comprehensive income or fair value through profit or loss; and The defined benefit asset/(liability) is recognised as the present value of defined benefit obligation less fair value of plan assets. (iii) Use of estimates and judgment The preparation of the financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are included in the following notes: a) Revenue recognition:The Company applies judgement to determine whether each product or service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised product or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligation deliverables based on their relative stand-alone selling price. In cases where the Company is unable to determine the stand-alone selling price, the Company uses expected cost-plus margin approach in estimating the stand- alone selling price. The Company uses the percentage of completion method using the input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably 151 Standalone Financial Statements under Ind ASAnnual Report 2018-19 dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, revenue recognised, profit and timing of revenue for remaining performance obligations are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable. Volume discounts are recorded as a reduction of revenue. When the amount of discount varies with the levels of revenue, volume discount is recorded based on estimate of future revenue from the customer. Impairment testing: Investments in subsidiaries, goodwill and intangible assets are tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the asset or the cash generating unit to which these pertain is less than its carrying value. The recoverable amount of the asset or the cash generating units is higher of value in use and fair value less cost of disposal. The calculation of value in use of a cash generating unit involves use of significant estimates and assumptions which includes turnover, growth rates and net margins used to calculate projected future cash flows, risk- adjusted discount rate, future economic and market conditions. Income taxes: The major tax jurisdictions for the Company are India and the United States of America. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry- forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of b) c) d) 152 e) f) g) the deferred tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced. Defined benefit plans and compensated absences: The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligations are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Expected credit losses on financial assets: The impairment provisions of financial assets are based on assumptions about risk of default and expected timing of collection. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s history of collections, customer’s creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period. Measurement of fair value of non-marketable equity investments: These instruments are initially recorded at cost and subsequently measured at fair value. Fair value of investments is determined using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financial rounds and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable company sizes, growth rates and development stages. The income approach includes the use of discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available historical and forecast data. h) Useful lives of property, plant and equipment: The Company depreciates property, plant and equipment on a straight-line basis over estimated useful lives of the assets. The charge in respect of periodic depreciation is derived Standalone Financial Statements under Ind ASWipro Limited based on an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. The estimated useful life is reviewed at least annually. Useful lives of intangible assets:The Company amortises intangible assets on a straight-line basis over estimated useful lives of the assets. The useful life is estimated based on a number of factors including the effects of obsolescence, demand, competition and other economic factors such as the stability of the industry and known technological advances and the level of maintenance expenditures required to obtain the expected future cash flows from the assets. The estimated useful life is reviewed at least annually. Other estimates: The share-based compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. Fair valuation of derivative hedging instruments designated as cash flow hedges involves significant estimates relating to the occurrence of forecast transaction. i) j) 3. Significant accounting policies (i) Functional and presentation currency These financial statements are presented in Indian rupees, which is the functional currency of the Company. (ii) Foreign currency transactions and translation Transactions in foreign currency are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of profit and loss and reported within foreign exchange gains/(losses), net, within results of operating activities except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Gains/ (losses), net, relating to translation or settlement of borrowings denominated in foreign currency are reported within finance expense. Non-monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on non-monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments measured at fair value through other comprehensive income are included in other comprehensive income, net of taxes. (iii) Financial instruments a) Non-derivative financial instruments: Non-derivative financial instruments consist of: • • • financial assets, which include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, investments in equity and debt securities and eligible current and non-current assets; Financial assets are derecognised when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognised only when the Company has not retained control over the financial asset. financial liabilities, which include long and short- term loans and borrowings, bank overdrafts, trade payables, eligible current and non-current liabilities. Non- derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, non-derivative financial instruments are measured as described below: A. Cash and cash equivalents The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. In the balance sheet, bank overdrafts are presented under borrowings within current liabilities. B. Investments Financial instruments measured at amortised cost: Debt instruments that meet the following criteria are measured at amortised cost (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition): • the asset is held within a business model 153 Standalone Financial Statements under Ind ASAnnual Report 2018-19 • whose objective is to hold assets in order to collect contractual cash flows; and the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Financial instruments measured at fair value through other comprehensive income (FVTOCI): Debt instruments that meet the following criteria are measured at fair value through other comprehensive income (FVTOCI) (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition) • • the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling the financial asset; and the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Interest income is recognised in statement of profit and loss for FVTOCI debt instruments. Other changes in fair value of FVTOCI financial assets are recognised in other comprehensive income. When the investment is disposed of, the cumulative gain or loss previously accumulated in reserves is transferred to statement of profit and loss. Financial instruments measured at fair value through profit or loss (FVTPL): Instruments that do not meet the amortised cost or FVTOCI criteria are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognised in statement of profit and loss. The gain or loss on disposal is recognised in statement of profit and loss. Interest income is recognised in statement of profit and loss for FVTPL debt instruments. Dividend on financial assets at FVTPL is recognised when the Company’s right to receive dividend is established. Investments in equity instruments designated to be classified as FVTOCI: The Company carries certain equity instruments which are not held for trading. The Company has elected the FVTOCI irrevocable option for these instruments. Movements in fair value of these investments are recognised in other comprehensive income and the gain or loss is not reclassified to statement of profit and loss on disposal of these investments. Dividends from these investments are recognised in statement of profit and loss when the Company’s right to receive dividends is established. Investments in subsidiaries: Investment in subsidiaries are measured at cost less impairment. C. Other financial assets: Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. These are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any impairment losses. These comprise trade receivables, unbilled receivables and other assets. D. Trade and other payables Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short-term maturity of these instruments. b) Derivative financial instruments The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency. The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is primarily a bank. Derivatives are recognised and measured at fair value. Attributable transaction costs are recognised in statement of profit and loss as cost. Subsequent to initial recognition, derivative financial instruments are measured as described below: A. Cash flow hedges Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised in other comprehensive income and held in cash flow hedging reserve, net of taxes, a component of equity, to the 154 Standalone Financial Statements under Ind ASWipro Limited extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in the statement of profit and loss and reported within foreign exchange gains/(losses), net, within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognised in the cash flow hedging reserve is transferred to the statement of profit and loss upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognised in the statement of profit and loss. B. Others Changes in fair value of foreign currency derivative instruments not designated as cash flow hedges are recognised in the statement of profit and loss and reported within foreign exchange gains/(losses), net, within results from operating activities. Changes in fair value and gains/(losses), net, on settlement of foreign currency derivative instruments relating to borrowings, which have not been designated as hedges are recorded in finance expense. c) Derecognition of financial instruments The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expires or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognised from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires. (iv) Equity a) Share capital and securities premium reserve The authorised share capital of the Company as at March 31, 2019 is ` 25,274 divided into 12,504,500,000 equity shares of ` 2 each, 25,000,000 preference shares of ` 10 each and 150,000, 10% optionally convertible cumulative preference shares of ` 100 each. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as securities premium. Every holder of the equity shares, as reflected in the records of the Company as of the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting. b) Capital Reserve Capital reserve amounting to ` 1,139 (March 31, 2018: ` 1,139) is not freely available for distribution. c) Capital Redemption Reserve Capital redemption reserve amounting to ` 14 (March 31, 2018: ` 781) is not freely available for distribution. d) Retained earnings Retained earnings comprises of the Company’s undistributed earnings after taxes. e) Common Control Transactions Capital Reserve The Common Control Transactions Capital Reserve is on account of merger as explained in footnotes to Note 32. This reserve amounting to ` 2,473 (March 31, 2018: ` Nil) is not freely available for distribution. f) Share options outstanding account The share options oustanding account is used to record the value of equity-settled share-based payment transactions with employees. The amounts recorded in share options oustanding account are transferred to securities premium upon exercise of stock options and restricted stock unit options by employees. g) Special Economic Zone Re-Investment reserve The Special Economic Zone Re-Investment Reserve has been created out of profit of eligible SEZ units as per provisions of section 10AA (1)(ii) of the Income– tax Act, 1961 for acquiring new plant and machinery. The reserve has also been utilised for other business purposes of SEZ units as per provisions of section 10AA of the Income-tax Act, 1961 till the time the said reserve is utilised completely for the purposes of purchasing new plant and machinery. This reserve is not freely available for distribution. h) Other reserves Changes in the fair value of financial instruments measured at fair value through other comprehensive income and actuarial gains and losses on defined benefit plans are recognised in other comprehensive income (net of taxes) and presented within equity as other reserves. i) Cash flow hedging reserve Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognised in other comprehensive income (net of 155 Standalone Financial Statements under Ind ASAnnual Report 2018-19 taxes) and presented within equity as cash flow hedging reserve. j) Foreign currency translation reserve (FCTR) The exchange differences arising from the translation of financial statements of foreign operations with functional currency other than Indian rupees is recognised in other comprehensive income, net of taxes and is presented within equity in the FCTR. k) Dividend A final dividend, including tax thereon, on equity shares is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the Board of directors. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalised only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Deposits and advances paid towards the acquisition of property, plant and equipment outstanding as at each reporting date and the cost of property, plant and equipment not available for use before such date are disclosed under capital work- in-progress. (vi) Business combination, Goodwill and Intangible assets l) Buyback of equity shares a) Business combination The buyback of equity shares and related transaction costs are recorded as a reduction of free reserves. Further, capital redemption reserves is created as an apportionment from retained earnings. m) Bonus Issue For the purpose of bonus issue, the amount is transferred from capital redemption reserves, securities premium reserve and retained earnings to the share capital. (v) Property, plant and equipment a) Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. General and specific borrowing costs directly attributable to the construction of a qualifying asset are capitalised as part of the cost. b) Depreciation The Company depreciates property, plant and equipment over the estimated useful life on a straight- line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortised over the shorter of estimated useful life of the asset or the related lease term. Term licenses are amortised over their respective contract term. Freehold land is not depreciated. The estimated useful life of assets is reviewed and where appropriate are adjusted, annually. The estimated useful lives of assets are as follows: Category Buildings Plant and machinery Computer equipment and software Furniture, fixtures and equipment Vehicles Useful life 28 to 40 years 5 to 21 years 2 to 7 years 3 to 10 years 4 to 5 years 156 Business combinations are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the date of exchange by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognised in the statement of profit and loss. Common Control business combinations The Company accounts for business combinations involving entities or businesses under common control using the pooling of interests method. The assets and liabilities of the combining entities are reflected at their carrying amounts. The identity of the reserves are preserved and appear in the financial statements of the transferee in the same form in which they appeared in the financial statements of the transferor. The difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and is presented separately as Common Control Transactions Capital reserve. b) Goodwill The excess of the cost of an acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets and liabilities is recognised as Standalone Financial Statements under Ind ASWipro Limited goodwill. If the excess is negative, a bargain purchase gain is recognised in equity as capital reserve. Goodwill is measured at cost less accumulated impairment (if any). Goodwill associated with the disposal of an operation that is part of cash-generating unit is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained, unless the entity can demonstrate that some other method better reflects the goodwill associated with the operation disposed of. of the minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognised in the statement of profit and loss on a straight-line basis over the lease term. c) Intangible assets b) Arrangements where the Company is the lessor Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated. The estimated useful life of amortisable intangibles is reviewed and where appropriate are adjusted, annually. The estimated useful lives of the amortisable intangible assets for the current and comparative periods are as follows: Category Customer related intangibles Marketing related intangibles Useful life 5 to 10 years 3 to 5 years Goodwill and intangible assets, if any, associated with an operation disposed shall be measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained, unless the entity can demonstrate that some other method better reflects the goodwill associated with the operation disposed of. (vii) Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is, or contains a lease if, fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. a) Arrangements where the Company is the lessee Leases of property, plant and equipment, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at lower of the fair value of the leased property and the present value In certain arrangements, the Company recognises revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognises unearned income as finance income over the lease term using the effective interest method. (viii) Inventories Inventories are valued at lower of cost and net realisable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. (ix) Impairment A) Financial assets The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortised cost, debt instruments classified as FVTOCI, lease receivables, trade receivables, contract assets and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive discounted using effective interest rate. Loss allowances for trade receivables, contract assets and lease receivables are measured at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes in to the account risk profiling of customers and historical credit loss experience adjusted for forward looking information. For other financial assets, expected credit loss is measured at the amount equal to twelve months expected credit loss unless there has been a significant increase in credit risk from initial 157 Standalone Financial Statements under Ind ASAnnual Report 2018-19 recognition, in which case those are measured at lifetime expected credit loss. B) Impairment of Investment in subsidiaries cash-generating units which represent the lowest level at which goodwill is monitored for internal management purposes. An impairment in respect of goodwill is not reversed. The Company assesses investments in subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the investment in subsidiary. The recoverable amount of such investment is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of the investment is calculated using projected future cash flows. If the recoverable amount of the investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss. C) Non - financial assets The Company assesses long-lived assets such as property, plant and equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets. The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows. FVLCD of a cash generating unit is computed using turnover and earnings multiples. If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the statement of profit and loss. If at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognised are reversed such that the asset is recognised at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognised initially. Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of (x) Employee benefits a) Post-employment and pension plans The Company participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks are borne by the employee. The expenditure for defined contribution plans is recognised as an expense during the period when the employee provides service. Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to the employees. The related actuarial and investment risks are borne by the Company. The present value of the defined benefit obligations is calculated by an independent actuary using the projected unit credit method. Re-measurement comprising actuarial gains or losses and the return on plan assets (excluding interest) are immediately recognised in other comprehensive income, net of taxes and permanently excluded from profit or loss. Instead net interest recognised in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognised as part of re-measurement of net defined liability or asset through other comprehensive income, net of taxes. The Company has the following employee benefit plans: A. Provident fund Employees receive benefits from a provident fund, which is a defined benefit plan. The employer and employees each make periodic contributions to the plan. A portion of the contribution is made to the approved provident fund trust managed by the Company while the remainder of the contribution is made to the government administered pension fund. The contributions to the trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets based on the government specified minimum rates of return. B. Superannuation Superannuation plan, a defined contribution scheme is administered by third party fund 158 Standalone Financial Statements under Ind ASWipro Limited managers. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. C. Gratuity In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by the third-party fund managers. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognises actuarial gains and losses in other comprehensive income, net of taxes. vesting period and for company’s performance- based stock options over the defined period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recognised in the statement of profit and loss with a corresponding increase to the share options outstanding account, a component of equity. The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortisation). The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. b) Termination benefits (xii) Provisions Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits. c) Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit- sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. d) Compensated absences The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilised accumulating compensated absences and utilise it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognises accumulated compensated absences based on actuarial valuation using the projected unit credit method. Non-accumulating compensated absences are recognised in the period in which the absences occur. (xi) Share based payment transactions Selected employees of the Company receive remuneration in the form of equity settled instruments, for rendering services over a defined Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Provisions for onerous contracts are recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract. (xiii) Revenue The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process services, sale of IT and other products. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To recognise revenues, the Company applies 159 Standalone Financial Statements under Ind ASAnnual Report 2018-19 the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognise revenues when a performance obligation is satisfied. At contract inception, the Company assesses its promise to transfer products or services to a customer to identify separate performance obligations. The Company applies judgement to determine whether each product or service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligations based on their relative stand-alone selling price or residual method. Stand- alone selling prices are determined based on sale prices for the components when it is regularly sold separately. In cases where the Company is unable to determine the stand-alone selling price, the Company uses third-party prices for similar deliverables or the company uses expected cost-plus margin approach in estimating the stand-alone selling price. For performance obligations where control is transferred over time, revenues are recognised by measuring progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the promised products or services to be provided. The method for recognizing revenues and costs depends on the nature of the services rendered: A. Time and materials contracts Revenues and costs relating to time and materials contracts are recognised as the related services are rendered. B. Fixed-price contracts i) Fixed-price development contracts Revenues from fixed-price contracts, including software development , and integration contracts, where the performance obligations are satisfied over time, are recognised using the “percentage-of-completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If the Company is not able to reasonably measure the progress of completion, revenue is recognised only to the extent of costs incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognised in the statement of profit and loss in the period in which such losses become probable based on the current contract estimates as an onerous contract provision. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets primarily relate to unbilled amounts on fixed-price development contracts and are classified as non-financial asset as the contractual right to consideration is dependent on completion of contractual milestones. A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. Unbilled revenues on other than fixed price development contracts are classified as a financial asset where the right to consideration is unconditional upon passage of time. ii) Maintenance contracts Revenues related to fixed-price maintenance, testing and business process services are recognised based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognised as the service is performed using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period, revenue is recognised on a straight-line basis over the specified period unless some other method better represents the stage of completion. In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognised with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilised by the customer is recognised as revenue on completion of the term. iii) Volume based contracts Revenues and costs are recognised as the related services are rendered. C. Products Revenue on product sales are recognised when the customer obtains control of the specified asset. 160 Standalone Financial Statements under Ind ASWipro Limited D. Others Any change in scope or price is considered as a contract modification. The Company accounts for modifications to existing contracts by assessing whether the services added are distinct and whether the pricing is at the stand- alone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the stand-alone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the stand-alone selling price. T h e C o m p a n y a c c o u n t s f o r v a r i a b l e considerations like, volume discounts, rebates and pricing incentives to customers as reduction of revenue on a systematic and rational basis over the period of the contract. The Company estimates an amount of such variable consideration using expected value method or the single most likely amount in a range of possible consideration depending on which method better predicts the amount of consideration to which the Company may be entitled. Revenues are shown net of allowances/ returns, sales tax, value added tax, goods and services tax and applicable discounts and allowances. The Company accrues the estimated cost of warranties at the time when the revenue is recognised. The accruals are based on the Company’s historical experience of material usage and service delivery costs. Incremental costs that relate directly to a contract and incurred in securing a contract with a customer are recognised as an asset when the Company expects to recover these costs and amortised over the contract term. The Company recognises contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated contract, the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the costs are expected to be recovered. The asset so recognised is amortised on a systematic basis consistent with the transfer of goods or services to customer to which the asset relates. The Company assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, the Company does not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The Company may enter into arrangements with third party suppliers to resell products or services. In such cases, the Company evaluates whether the Company is the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, the Company first evaluates whether the Company controls the good or service before it is transferred to the customer. If Company controls the good or service before it is transferred to the customer, Company is the principal; if not, the Company is the agent. (xiv) Finance cost Finance cost comprise interest cost on borrowings, gain or losses arising on re-measurement of financial assets at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in fair value and gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not directly attributable to a qualifying asset are recognised in the statement of profit and loss using the effective interest method. (xv) Other income Other income comprises interest income on deposits, dividend income and gains / (losses), net, on disposal of investments. Interest income is recognised using the effective interest method. Dividend income is recognised when the right to receive payment is established. (xvi) Income tax Income tax comprises current and deferred tax. Income tax expense is recognised in the statement of profit and loss except to the extent it relates to a business combination, or items directly recognised in equity or in other comprehensive income. a) Current income tax Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amount are those that are enacted or substantively enacted as at the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis, or to realise the asset and liability simultaneously. 161 Standalone Financial Statements under Ind ASAnnual Report 2018-19 b) Deferred income tax Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction. Deferred income tax assets are recognised to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences that is expected to reverse within the tax holiday period, taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. (xvii) Earnings per share shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where the results would be anti-dilutive. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any splits and bonus shares issues including for change effected prior to the approval of the financial statements by the Board of Directors. (xviii) Cash flow statement Cash flow are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities of the Company are segregated. The amendment to Ind AS 7, require entities to provide disclosures about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). (xix) Assets held for sale Sale of business is classified as held for sale, if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification as held for sale is met when disposal business is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as held for sale. (xx) Discontinued operations A discontinued operation is a component of the Company’s business that represents a separate line of business that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the operation meets the criteria to be classified as held for sale. (xxi) Non-current assets and disposal groups held for sale Assets of disposal groups that is available for immediate sale and where the sale is highly probable of being completed within one year from the date of classification are considered and classified as assets held for sale. Non-current assets and disposal groups held for sale are measured at the lower of carrying amount and fair value less costs to sell. Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury (xxii) Disposal of assets The gain or loss arising on disposal or retirement of 162 Standalone Financial Statements under Ind ASWipro Limited assets are recognised in the statement of profit and loss. New Accounting standards adopted by the Company: Ind AS 115 – Revenue from Contract with Customers On April 1, 2018, the Company adopted Ind AS 115, “Revenue from Contracts with Customers” using the cumulative catch-up transition method applied to contracts that were not completed as at April 1, 2018. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The adoption of the new standard has resulted in a reduction of ` 1,605 in opening retained earnings, primarily relating to certain contract costs because these do not meet the criteria for recognition as costs to fulfil a contract. On account of adoption of Ind AS 115, unbilled revenues pertaining to fixed price development contracts of ` 10,845 as at March 31, 2019 has been considered as non-financial Contract assets, which are billable on completion milestones specified in the contracts. Unbilled revenues of ` 16,023, which are billable based on passage of time been classified as unbilled receivables. The adoption of Ind AS 115, did not have any material impact on the statement of profit and loss for the year ended March 31, 2019. A. Contract Asset and Liabilities The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. For example, the company recognises a receivable for revenues related to time and materials contracts or volume-based contracts. The Company presents such receivables as part of unbilled receivables at their net estimated realizable value. The same is tested for impairment as per the guidance in Ind AS 109 using expected credit loss method. During the year ended March 31, 2019, the Company recognised revenue of ` 10,671 arising from opening unearned revenue as at April 1, 2018 During the year ended March 31, 2019, ` 9,369 of unbilled revenue pertaining to fixed-price development contracts (contract assets) which had an amount of ` 12,417 as at April 1, 2018, has been reclassified to trade receivables on completion of milestones. Contract assets and liabilities are reported in a net position on a contract by contract basis at the end of each reporting period. B. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognised which includes unearned revenue and amounts that will be invoiced and recognised as revenue in future periods. Applying the practical expedient, the Company has not disclosed its right to consideration from customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date which are, contracts invoiced on time and material basis and volume based. As at March 31, 2019, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ` 224,184, of which approximately 72% is expected to be recognised as revenues within 2 years, and the remainder thereafter. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote. C. Disaggregation of Revenues The table below presents disaggregated revenues from contracts with customers by business segment, customer location and contract-type. The Company believes that the below disaggregation best depicts the nature, amount, timing and uncertainty of revenue and cash flows from economic factors. Revenue Sales of services Sales of products Revenue by nature of contract Fixed price and volume based Time and materials Products Total 468,529 11,769 480,298 270,640 197,889 11,769 480,298 Appendix B to Ind AS 21 - Foreign Currency Transactions and Advance Consideration The Company has applied Appendix B to Ind AS 21 - Foreign Currency Transactions and Advance Consideration prospectively effective April 1, 2018. The effect on adoption of this amendment on the financial statements is insignificant. 163 Standalone Financial Statements under Ind ASAnnual Report 2018-19 New accounting standards not yet adopted: Certain new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after April 1 2018, and have not been applied in preparing these financial statements. New standards, amendments to standards and interpretations that could have potential impact on the financial statements of the Company are: Ind AS 116 On March 30, 2019, the Ministry of Corporate Affairs issued Ind AS 116, Leases. Ind AS 116 will replace the existing leases Standard, Ind AS 17 Leases, and related interpretations. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. IND AS 116 introduces a single lessee accounting model and requires a lessee to recognised assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Standard also contains enhanced disclosure requirements for lessees. The standard allows for two methods of transition: the full retrospective approach, requires entities to retrospectively apply the new standard to each prior reporting period presented and the entities need to adjust equity at the beginning of the earliest comparative period presented, or the modified retrospective approach, under which the date of initial application of the new leases standard, lessees recognise the cumulative effect of initial application as an adjustment to the opening balance of equity as at annual periods beginning on or after January 1, 2019. The Company will adopt this standard using modified retrospective method effective April 1, 2019, and accordingly, the comparative for year ended March 31, 2018 and 2019, will not be retrospectively adjusted. The Company has elected certain available practical expedients on transition. Based on assessment, the adoption of the new standard is expected to recognise a right-of- use assets and corresponding lease liabilities of approximately ` 5,579 and ` 6,799 respectively. There will be reclassification in the cash flow categories in the statement of cash flows. Appendix C to Ind AS 12 - Uncertainty over income tax treatments On March 30, 2019, Ministry of Corporate Affairs issued Appendix C to Ind AS 12, which clarifies the accounting for uncertainties in income taxes. The interpretation is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. The entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The effective date for adoption of Appendix C to Ind AS 12 is April 1, 2019. The Company will apply Appendix C to Ind AS 12 prospectively from the effective date and the effect on adoption of Ind AS 12 on the financial statement is insignificant. Amendment to Ind AS 12 – Income Taxes On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 12 – Income Taxes. The amendments clarify that an entity shall recognise the income tax consequences of dividends on financial instruments classified as equity should be recognised according to where the entity originally recognised those past transactions or events that generated distributable profits were recognised. The effective date of these amendments is annual periods beginning on or after April 1, 2019. The Company is currently assessing the impact of this amendment on the Company’s consolidated financial statements. Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in connection with accounting for plan amendments, curtailments and settlements requiring an entity to determine the current service costs and the net interest for the period after the remeasurement using the assumptions used for the remeasurement; and determine the net interest for the remaining period based on the remeasured net defined benefit liability or asset. These amendments are effective for annual reporting periods beginning on or after April 1, 2019. The Company will apply the amendment from the effective date and the effect on adoption of the amendment on the consolidated financial statement is insignificant. 164 Standalone Financial Statements under Ind ASWipro Limited 4. Property, Plant and Equipment Land Buildings Plant and machinery * Furniture and fixtures Office equipment Vehicles Total Gross carrying value: As at April 1, 2017 ` 3,490 ` 22,112 ` 64,729 ` 8,927 ` 4,047 ` 331 ` 103,636 Additions Disposals/ adjustments Assets reclassified as held for sale - - - 1,202 (175) - 7,428 (6,247) (305) 811 (589) - 517 (220) - 943 (267) - 10,901 (7,498) (305) As at March 31, 2018 ` 3,490 ` 23,139 ` 65,605 ` 9,149 ` 4,344 ` 1,007 ` 106,734 Accumulated depreciation/ impairment: As at April 1, 2017 - ` 4,566 ` 50,980 ` 7,111 ` 3,105 ` 319 ` 66,081 Depreciation Disposals/ adjustments Assets reclassified as held for sale As at March 31, 2018 Net book value as at March 31, 2018 Gross carrying value: - - - - 740 (57) - 7,690 (5,847) (221) 552 (490) - 349 (215) - 358 (232) - 9,689 (6,841) (221) ` 5,249 ` 52,602 ` 7,173 ` 3,239 ` 445 ` 68,708 ` 3,490 ` 17,890 ` 13,003 ` 1,976 ` 1,105 ` 562 ` 38,026 As at April 1, 2018 ` 3,490 ` 23,139 ` 65,605 ` 9,149 ` 4,344 ` 1,007 ` 106,734 Additions Additions due to merger Disposals/ adjustments As at March 31, 2019 Accumulated depreciation/ impairment: 65 - 2,193 66 6,875 114 863 38 332 10 2 - 10,330 228 - (511) ` 3,555 ` 25,237 ` 68,156 ` 9,539 (4,438) (161) (103) (5,348) ` 4,583 ` 874 ` 111,944 (135) As at April 1, 2018 - ` 5,249 ` 52,602 ` 7,173 ` 3,239 ` 445 ` 68,708 Additions due to merger Depreciation Disposals/ adjustments As at March 31, 2019 Net book value as at March 31, 2019 - - - - 6 807 43 6,849 - 612 14 387 - 282 63 8,937 (80) (431) ` 5,982 ` 55,673 ` 7,354 (3,821) (79) (4,506) ` 3,561 ` 632 ` 73,202 (95) ` 3,555 ` 19,255 ` 12,483 ` 2,185 ` 1,022 ` 242 ` 38,742 * Including net carrying value of computer equipment and software amounting to ` 8,893 and ` 9,461 as at March 31, 2019 and 2018 respectively. 165 Standalone Financial Statements under Ind ASAnnual Report 2018-19 5. Goodwill and other intangible assets The Company is organised by three operating segments: IT Services, IT Products and India State Run Enterprise services. Goodwill as at March 31, 2019 and 2018 has been allocated to the IT Services operating segment. During the year ended March 31, 2019, the company realigned its CGUs. This realignment did not have any impact on allocation of goodwill to the CGUs. Below is the allocation of the goodwill to the CGUs: CGUs Energy, Natural Resources and Utilities (ENU) Banking Financial Services and Insurance (BFSI) Total As at March 31, 2019 ` 3,782 March 31, 2018 ` 3,782 100 ` 3,882 100 ` 3,882 For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the company at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment. Goodwill is tested for impairment at least annually in accordance with the Company’s procedure for determining the recoverable value of each CGU. The recoverable amount of the CGU is determined on the basis of Fair Value Less Cost of Disposal (FVLCD). The FVLCD of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observable market data. The fair value measurement is categorised as a level 2 fair value based on the inputs in the valuation techniques used. Based on the above testing, no impairment was identified as at March 31, 2019 and 2018 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as at March 31, 2019 and 2018 were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (turnover and earnings multiples), did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount. Movement in intangible assets is given below: Intangible assets Customer related Marketing related * Total ` 2,913 - - 2,913 ` 78 ` 2,991 - - 2,991 - - 78 ` 754 397 - 1,151 ` 1,762 ` 52 ` 806 423 - 1,229 ` - ` 1,762 26 - 78 ` 2,913 - - - ` 2,913 ` 78 ` 2,991 - 407 - ` 485 ` 3,398 - 407 - Gross carrying value: As at April 1, 2017 Additions Disposal/ adjustment As at March 31, 2018 Accumulated amortization/ impairment: As at April 1, 2017 Amortization Disposal/ adjustment As at March 31, 2018 Net carrying value as at March 31, 2018 Gross carrying value: As at April 1, 2018 Additions Additions due to merger Disposal/ adjustment As at March 31, 2019 166 Standalone Financial Statements under Ind ASWipro Limited Accumulated amortization/ impairment: As at April 1, 2018 Amortization Additions due to merger Disposal/ adjustment As at March 31, 2019 Net carrying value as at March 31, 2019 Intangible assets Customer related Marketing related * Total ` 1,151 376 - - ` 1,527 ` 1,386 - 407 - ` 78 ` 1,229 376 407 - ` 485 ` 2,012 ` 1,386 ` - * Marketing related intangible assets include Technical Know-how, patents and trademarks. Additions due to merger during the year ended March 31, 2019 represents net value of intangibles taken over as a part of the merger explained in footnotes to Note 32. 6. Investments Non-current Investments Financial instruments at FVTOCI Equity instruments -unquoted (Refer Note 6.1) Financial instruments at amortised cost Inter corporate and term deposits-unquoted * Investment in Subsidiaries- unquoted (Refer Note 6.4) Aggregate amount of unquoted investments Aggregate amount of impairment in value of investments in subsidiaries Current Investments Financial instruments at FVTPL Investments in liquid and short-term mutual funds -unquoted (Refer Note 6.5) Financial instruments at FVTOCI Equity instruments -unquoted (Refer Note 6.1) Commercial paper, Certificate of deposits and bonds -unquoted (Refer Note 6.2) Non-convertible debentures and bonds - quoted (Refer Note 6.3) Financial instruments at amortised cost Inter corporate and term deposits -unquoted * Investment in Subsidiaries- unquoted Aggregate amount of quoted investments and aggregate market value thereof Aggregate amount of unquoted investments * These deposits earn a fixed rate of interest. As at March 31, 2019 March 31, 2018 249 228 - ` 249 82,254 ` 82,503 82,503 (7,356) 3,500 ` 3,728 54,688 ` 58,416 58,416 - As at March 31, 2019 March 31, 2018 ` 13,960 ` 46,438 - 43,030 1,545 23,343 142,018 152,891 20,980 ` 219,988 - ` 219,988 142,018 77,970 24,158 ` 248,375 37 ` 248,412 152,891 95,521 * Term deposits include deposits in lien with banks amounting to ` 463 (March 31, 2018: ` 453). 167 Standalone Financial Statements under Ind ASAnnual Report 2018-19 Details of investments: 6.1 Details of investments in equity instruments-other than subsidiaries(fully paid-up) - classified as FVTOCI Particulars Non-Current Mycity Technology Limited Wep Peripherals Limited Wep Solutions Limited Drivestream India Private Limited Altizon Systems Private Limited WAISL Limited (Refer Note 21) Current Opera Solutions LLC Total Number of Shares As at Carrying value As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 44,935 306,000 1,836,000 267,600 23,758 550,000 44,935 306,000 1,836,000 267,600 16,018 2,390,433 2,390,433 ` - 40 40 19 144 6 ` 249 ` - 39 72 19 98 - ` 228 ` - ` - ` 249 ` 1,545 ` 1,545 ` 1,773 6.2 Investment in certificate of deposits/ commercial papers and bonds (unquoted)– classified as FVTOCI Particulars of issuer Current ICICI Bank Kotak Mahindra Bank Axis Bank Small Industries Development Bank of India Kotak Mahindra Investments Limited Kotak Mahindra Prime Limited Aditya Birla Finance Limited Tata Capital Housing Finance Limited Tata Capital Financial Services Limited National Bank for Agriculture and Rural Development HDFC Bank Limited HDB Financial Services Limited Can Fin Homes Limited IDFC Limited L&T Finance Limited LIC Housing Finance Limited L&T Infrastructure Finance Company Limited Mahindra & Mahindra Financial Services Limited Bajaj Finance Limited Sundaram Finance Limited Total 168 As at March 31, 2019 March 31, 2018 ` 11,311 ` - 9,362 4,309 4,302 2,864 2,585 1,988 1,881 1,499 1,000 992 937 - - - - - - - - - - 4,808 3,333 - - - - - 1,980 4,545 3,223 2,143 1,532 931 495 299 - ` 43,030 54 ` 23,343 Standalone Financial Statements under Ind ASWipro Limited6.3 Investment in non-convertible deposits and bonds (quoted) – classified as FVTOCI Particulars of issuer Current National Highways Authority Of India Tata Capital Financial Services Limited National Bank for Agriculture and Rural Development Power Finance Corporation Limited HDB Financial Services Limited Aditya Birla Finance Limited Kotak Mahindra Prime Limited LIC Housing Finance Limited Housing Development Finance Corporation Limited Government Security Tata Capital Housing Finance Limited Kotak Mahindra Investments Limited Rural Electrification Corporation Limited Small Industries Development Bank of India Indian Railway Finance Corporation Limited Axis Bank HDFC Bank Limited NTPC Limited ANZ Bank Hero Fincorp Limited Sundaram Finance Limited L&T Finance Limited L&T Infrastructure Finance Company Limited Mahindra & Mahindra Financial Services Limited L&T Housing Finance Limited IDFC Limited Bajaj Finance Limited Can Fin Homes Limited Gruh Finance Limited Total As at March 31, 2019 March 31, 2018 ` 18,055 ` 18,456 13,708 13,460 13,169 13,038 11,596 10,855 7,408 7,151 6,862 5,765 5,238 4,929 4,912 4,473 517 462 417 3 - - - - - - - - - - 6,962 968 960 10,969 5,202 10,288 21,231 18,667 1,951 5,045 1,842 423 - 3,796 - - 427 - 6,923 6,643 6,169 6,126 5,899 4,986 1,569 4,238 1,904 1,247 ` 142,018 ` 152,891 169 Standalone Financial Statements under Ind ASAnnual Report 2018-196.4 Details of investment in unquoted equity and preference instruments of subsidiaries (fully paid up) Number of Units as at Balances as at Currency Face Value March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 ` ` USD JPY USD EUR SGD ` ` USD BDT USD Note 2 - - 10 10 2,500 Note 1 Note 2 1 1 10 10 1 10 10 93,250 66,171 93,250 66,171 22 1 22 1 180,378 180,378 50,496 23,135 650 16 - 650 16 - 163,611 163,611 28,126,108 28,126,108 50,000 50,000 - 800,000 6 641 9 18,903 1,339 24 ^ - 6 641 9 18,903 1,339 24 ^ 995 130,151,974 130,151,974 4,480 4,480 334,999,990 10,000,000 359 70,10,000 - 8,275 78 - 84,555 49,633 EUR 1 45,000 45,000 5,055 5,055 Name of the subsidiary Non-Current Equity Instrument Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro LLC Wipro Japan KK Wipro Japan KK Wipro Shanghai Limited Wipro Cyprus SE Wipro Networks Pte Limited Wipro Chengdu Limited Wipro Overseas IT Services Pvt. Ltd. Appirio India Cloud Solutions Private Limited Wipro Holdings UK Limited Wipro IT Services Bangladesh Limited Wipro HR Services India Private Limited (formerly known as Alight HR Services India Private Limited) Sub-total Preference Shares Wipro Cyprus Private Limited (Redeemable) Sub-total Total Non-Current Current 5,055 89,610 5,055 54,688 - - 89,610 (7,356) 82,254 37 37 54,725 - 54,725 Wipro Airport IT Services Limited (Refer Note 21) ` Total Current 10 5,50,000 3,700,000 Total investment in unquoted equity and preference instruments of subsidiaries Less: Impairment in value of investments in subsidiaries * Net investment in unquoted equity and preference instruments of subsidiaries Note 1- As per the local laws of Japan, the Shares do not have face value. Note 2 - As per the local laws of People’s Republic of China, there is no requirement of number of shares and face value thereof. Hence the investment by the Company is considered as equity contribution. *The impairment is on account of diminution in the value of a step subsidiary of Wipro LLC due to the uncertainties around the Affordable Healthcare Act. 170 Standalone Financial Statements under Ind ASWipro Limited 6.5 Details of Investments in liquid and short-term mutual funds - unquoted – classified as FVTPL Particulars Number of Units As at Carrying value As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Current HDFC Arbitrage Fund - Wholesale Plan - Monthly Dividend- Direct Plan ABSL Overnight Fund Direct Plan Growth UTI Overnight Fund Direct Plan Growth SBI Overnight Fund Direct Plan Growth IDFC Arbitrage Fund – Monthly Dividend- Direct Plan ICICI Prudential Equity Arbitrage Fund - Direct Plan - Dividend Kotak Equity Arbitrage- Direct -Fortnight Dividend Kotak Overnight Fund IDFC Overnight Fund ICICI Prudential Overnight Fund Direct Growth Axis Overnight Fund DSP Overnight Fund Direct Growth Tata Overnight Fund L&T Cash Fund Direct Plan Growth HDFC Overnight Fund Direct Plan Growth Sundaram Money Fund - Direct Plan - Growth Birla Sun Life Dynamic Bond Fund -Growth-Direct Plan Religare Ultra Short-Term Fund - Institutional Growth Invesco India Liquid Fund - Direct Plan - Growth Birla Sun Life Short Term Fund - Growth - Direct Plan Kotak Floater Short Term - Direct Plan - Growth DHFL Low Duration Fund - Direct Plan- Growth SBI Magnum Insta Cash Fund - Direct Plan - Growth DHFL Pramerica Insta Cash Plus Fund - Direct Plan - Growth DHFL Pramerica Premier Bond Fund - Direct Plan - Growth DHFL Primerica Ultra Short-Term Fund - Direct Plan - Growth DSP BlackRock Liquidity Fund - Direct Plan - Growth 200,321,433 200,321,433 1,771,126 462,995 388,332 88,833,898 - - - 84,439,962 79,919,884 75,707,299 83,782,796 83,782,796 691,520 594,622 5,864,741 389,144 345,742 250,125 168,996 70,899 - - 15 - - - - - - - - - - - - - - - - - 41,277,963 66,130,886 15 1,000,650 27,668,990 554,934 45,434,413 206,262 1,995,350 11,934,961 65,380,107 1,328,239 2,097 1,818 1,203 1,201 1,168 1,158 1,972 700 602 600 390 351 250 250 200 - - ^ - - - - - - - - - 2,107 - - - 1,100 1,093 1,974 - - - - - - - - 1,512 2,040 ^ 2,394 1,848 1,583 1,110 793 451 344 1,395 3,301 171 Standalone Financial Statements under Ind ASAnnual Report 2018-19Particulars Number of Units As at Carrying value As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 3,573 1,557 1,133,576 651,470 - - - - - - - - - - - 704,635 166,062 17,330,061 3,227,122 596,664 6,234,174 25,355,979 - - - - - - - 15 15 ^ - - - - - - - - - - - - 239,279 86,382 851,573 1,249,174 239,418 1,352,426 193,818 124,330 2,007,075 17,085,745 281,877 20,233,167 - - - - - - - - - - - - 1,396 602 527 901 605 1,499 951 ^ 505 251 17 2,407 622 1,354 531 253 3,913 625 802 502 ` 13,960 ` 46,438 LIC MF Liquid Fund - Direct Plan- Growth DSP BlackRock Money Manager Fund - Direct Plan- Growth Axis Treasury Advantage Fund - Direct Growth HDFC Cash Management Fund - Savings Plan - Direct Plan - Growth Option HDFC Floating Rate Income Fund - Short Term Plan - Wholesale Option - Direct Plan - Dividend Reinvestment Birla Sun Life Cash Plus - Growth-Direct Plan L&T Liquid Fund Direct Plan - Daily Dividend Reinvestment Plan ICICI Prudential Money Market Fund Direct - Growth ICICI Prudential Short Term - Direct Growth Reliance Interval Fund - Monthly Series I - IP - Dividend IDFC Cash Fund-Growth-(Direct Plan) SBI Magnum Insta Cash Fund Liquid Floater -Direct Plan- Growth Franklin India Low Duration Fund - Direct Axis Liquid Fund - Direct Plan - Growth Franklin India Treasury Management Account Super Institutional Plan - Direct Tata Money Market Fund-Direct-Daily Dividend Tata Money Market Fund Direct Plan - Growth Inveco India Active Income Fund DP Growth UTI-Money Market Fund -Institutional Plan - Direct Plan - Growth IDFC Super Saver Income Fund-Short Term Plan-Growth (Direct Plan) UTI - Liquid Cash Plan - Institutional - Direct Plan - Growth IDFC Ultra Short-Term Fund Growth (Direct Plan) ^ Value of Investment is less than ` 1 172 Standalone Financial Statements under Ind ASWipro Limited7. Trade receivables Unsecured Considered good Considered doubtful Less: Allowance for lifetime expected credit loss (Refer Note 26) Included in the financial statement as follows: Non-current Current The activity in the allowance for lifetime expected credit loss is given below: Balance at the beginning of the year Additions during the year, net Uncollectable receivables charged against allowance Translation adjustment Balance at the end of the year 8. Cash and cash equivalents As at March 31, 2019 March 31, 2018 ` 94,836 11,631 ` 106,467 (11,631) ` 94,836 ` 99,466 11,514 ` 110,980 (11,514) ` 99,466 4,373 90,463 4,446 95,020 As at March 31, 2019 March 31, 2018 ` 7,722 3,792 - - ` 11,514 ` 11,514 729 (575) (37) ` 11,631 Cash and cash equivalents as of March 31, 2019 and 2018 consists of cash and balances on deposit with banks. Cash and cash equivalents consists of the following: Balances with banks Current accounts Unclaimed dividend Demand deposits * Cheques, drafts on hand As at March 31, 2019 March 31, 2018 ` 18,838 93 84,818 153 ` 103,902 ` 10,897 43 12,035 245 ` 23,220 * These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal. Cash and cash equivalents consists of the following for the purpose of the cash flow statement: Cash and cash equivalents Bank overdrafts As at March 31, 2019 March 31, 2018 ` 23,220 (3,998) ` 19,222 ` 103,902 (3) ` 103,899 173 Standalone Financial Statements under Ind ASAnnual Report 2018-19 9. Other Financial Assets Non-current Security deposits Other deposits Interest receivable Finance lease receivables Current Due from officers and employees Finance lease receivables Interest receivable Security Deposits Others Considered doubtful Less : Provision for doubtful advances Total The activities in the provision for doubtful advances is given below: Balance at the beginning of the year Addition during the year, net Uncollectable advances charged against allowance Balance at the end of the year Finance lease receivables Leasing arrangements As at March 31, 2019 March 31, 2018 ` 1,043 337 1,139 1,324 ` 3,843 ` 591 908 1,714 949 1,651 810 ` 6,623 (810) ` 5,813 ` 9,656 ` 984 247 - 1,847 ` 3,078 ` 559 1,381 426 1,099 1,753 790 ` 6,008 (790) ` 5,218 ` 8,296 As at March 31, 2019 March 31, 2018 ` 469 327 (6) ` 790 ` 790 218 (198) ` 810 Finance lease receivables consist of assets that are leased to customers for contract terms ranging from 1 to 5 years, with lease payments due in monthly or quarterly installments. Amounts receivable under finance leases: The components of finance lease receivables are as follows: Minimum lease payments As at Present value of minimum lease payment As at Not later than one year Later than one year but not later than five years Later than five years Unguaranteed residual values Gross investment in lease Less: Unearned finance income Present value of minimum lease payment receivables Included in the balance sheet as follows: - Non-current finance lease receivables - Current finance lease receivables 174 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 ` 1,381 1,847 - - 3,228 - ` 1,484 1969 - - 3,453 (225) ` 908 1,283 42 - 2,232 - ` 999 1,330 44 - 2,373 (141) ` 2,232 ` 3,228 ` 2,232 ` 3,228 1,324 908 1,847 1,381 Standalone Financial Statements under Ind ASWipro Limited 10. Inventories Finished goods [including goods in transit- ` 1 (` 3 for March 31, 2018)] Stock-in-trade Stores and spares 11. Other assets Non-current Capital advances Prepaid expenses including rentals for leasehold land and Deposits Cost to obtain contract Others Assets reclassified as held for sale Current Prepaid expenses Due from officers and employees Advances to suppliers Cost to obtain contract Deferred contract costs Balance with excise, customs and other authorities Assets reclassified as held for sale Total 12. Share Capital Authorised capital 12,504,500,000 (March 31, 2018: 5,500,000,000) equity shares [Par value of ` 2 per share] 25,000,000 (March 31, 2018: 25,000,000) preference shares [Par value of ` 10 per share] 150,000 (March 31, 2018:1,50,000) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 6,033,935,388 (March 31, 2018: 4,523,784,491) equity shares of ` 2 each As at March 31, 2019 March 31, 2018 ` 3 2,171 769 ` 2,943 ` 3 2,723 677 ` 3,403 As at March 31, 2019 March 31, 2018 ` 1,354 4,970 528 5,337 - ` 12,189 ` 10,120 882 2,000 731 - 4,907 - ` 18,640 ` 30,829 ` 1,389 5,870 - 4,468 (113) ` 11,614 ` 9,750 1,147 1,191 - 2,846 3,442 (254) ` 18,122 ` 29,736 As at March 31, 2019 March 31, 2018 ` 25,009 ` 11,000 250 15 250 15 ` 25,274 ` 11,265 12,068 ` 12,068 9,048 ` 9,048 Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting. 175 Standalone Financial Statements under Ind ASAnnual Report 2018-19 Following is the summary of per share dividends recognised as distributions to equity shareholders: Interim dividend For the year ended March 31, 2019 March 31, 2018 ` 1 ` 1 In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders. i. Reconciliation of number of shares As at March 31, 2019 No. of shares ` million As at March 31, 2018 No. of shares ` million Opening number of equity shares / American Depository Receipts (ADRs) outstanding Equity shares issued pursuant to Employee Stock Option Plan * Issue of bonus shares (Refer Note 28) Buyback of equity shares (Refer Note 28) Closing number of equity shares / ADRs outstanding 4,523,784,491 9,048 2,430,900,565 4,861 1,681,717 1,508,469,180 - 6,033,935,388 4 3,016 - 12,068 3,559,599 2,433,074,327 (343,750,000) 4,523,784,491 8 4,866 (687) 9,048 * 2,599,183 shares have been issued by the Controlled trust on exercise of options during the year ended March 31, 2019. ii. Details of shareholders holding more than 5% of the total equity shares of the Company Name of the Shareholder Mr. Azim Hasham Premji Partner representing Hasham Traders Mr. Azim Hasham Premji Partner representing Prazim Traders Mr. Azim Hasham Premji Partner representing Zash Traders Azim Premji Trust As at March 31, 2019 No. of shares % held As at March 31, 2018 No. of shares % held 989,215,999 16.39 741,912,000 16.40 1,187,751,441 19.68 890,813,582 19.69 1,204,319,438 797,948,834 19.96 13.22 903,239,580 618,461,626 19.97 13.67 iii. Other details of equity shares for a period of five years immediately preceding March 31, 2019 (a) 1,508,469,180 bonus shares were issued during the year ended March 31, 2019. Refer Note 28. (b) 2,433,074,327 bonus shares were issued during the year ended March 31, 2018. Refer Note 28. (c) 343,750,000 equity shares and 40,000,000 equity shares were bought back by the company during the year ended March 31, 2018 and 2017, respectively. Refer Note 28. iv. Shares reserved for issue under option For details of shares reserved for issue under the employee stock option plan of the Company, refer Note 30. 176 Standalone Financial Statements under Ind ASWipro Limited 13. Borrowings Non-current Secured Long term maturities of obligations under finance leases * Unsecured External commercial borrowings (ECB)** Loans from institutions other than banks *** Total Non-current Current Unsecured Bank overdrafts Loans from institutions other than banks *** Borrowings from banks Total current borrowings Total borrowings As at March 31, 2019 March 31, 2018 ` 152 ` 152 ` 539 ` 539 - 68 68 ` 220 - 185 185 ` 724 ` 3 19 50,500 50,522 ` 50,742 ` 3,998 - 42,479 46,477 ` 47,201 * Current obligations under financial leases amounting to ` 444 (March 31, 2018: ` 868) is classified under “Other current financial liabilities”. Refer Note 31. ** Current obligations under external commercial borrowings amounting to ` Nil (March 31, 2018: ` 9,777) is classified under “Other current financial liabilities”. *** Current obligations under Loans from institutions other than banks amounting to ` 93 (March 31, 2018: ` 182) is classified under “Other current financial liabilities”. Short-term loans and borrowings Unsecured bank overdrafts Unsecured loans from institutions other than banks Unsecured borrowings from banks As at March 31, 2019 Indian Rupee ` 3 ` 19 Interest rate Fixed Fixed Interest rate 8.80% 8.29% - 8.60% As at March 31, 2018 Indian Rupee ` 3,998 - 50,500 Monthly LIBOR + 2.65% - 3.30% 42,479 ` 50,522 Spread ` 46,477 The principal source of Short-term borrowings from banks as at March 31, 2019 primarily consists of lines of credit of approximately ` 7,979 (2018: ` 10,000) and U.S. Dollar (U.S. $) 1,165 Million (2018: U.S. $ 1,081 Million) from bankers for working capital requirements and other short-term needs. As at March 31, 2019, the Company has unutilised lines of credit aggregating ` 7,957 (2018: ` 1,003) and U.S.$ 435 Million (2018: U.S. $ 506 Million). To utilise these unused lines of credit, the Company requires consent of the lender and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis. Significant portion of these facilities bear floating rates of interest, referenced to LIBOR and a spread, determined based on market conditions. The Company has non-fund based revolving credit facilities in INR amounting to ` 33,791 and ` 33,791 as at March 31, 2019 and 2018, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As at March 31, 2019 and 2018, an amount of ` 20,174 and ` 16,974 respectively, was unutilised out of these non-fund based facilities. 177 Standalone Financial Statements under Ind ASAnnual Report 2018-19 Long-term borrowings A summary of long- term borrowings is as follows: Currency Unsecured external commercial borrowings USD Unsecured Loans from institutions other than banks Indian Rupee Secured obligations under finance leases As at March 31, 2019 As at March 31, 2018 Foreign currency in millions Indian Rupee Interest rate Final maturity Foreign currency in millions Indian Rupee - - NA NA 150 9,777 NA 161 8.29% - 9.35% December 2021 NA 367 ` 161 596 1.82%- 10.61% ` 757 ` 10,144 1,407 ` 11,551 The contracts governing the Company’s unsecured external commercial borrowings contain certain covenants that limit future borrowings. The terms of the other secured and unsecured loans and borrowings also contain certain restrictive covenants primarily requiring the Company to maintain certain financial ratios. As at March 31, 2019 and 2018, the Company has met all the covenants under these arrangements. Changes in financing liabilities arising from cash and non-cash changes: April 1, 2018 Cash flow Assets taken on financial lease Foreign exchange movements March 31, 2019 Non-Cash Changes Borrowings from banks Bank overdrafts External commercial borrowings * Obligations under finance leases * Loans from institutions other than banks* Total 42,479 3,998 9,777 1,407 6,911 (3,995) (10,064) (805) 367 (186) 58,028 (8,139) - - - 2 - 2 1,110 50,500 - 287 (8) (1) 3 - 596 180 1,388 51,279 * Includes current obligations under borrowings classified under “Other current financial liabilities”. Interest expense on borrowings was ` 1,762 and ` 1,153 for the year ended March 31, 2019 and 2018 respectively. As at March 31, 2019 March 31, 2018 ` 41,762 ` 41,762 ` 47,655 ` 47,655 14. Trade payables Trade payables 178 Standalone Financial Statements under Ind ASWipro Limited Trade payables include due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at March 31, 2019 and March 31, 2018. The disclosure pursuant to the said Act is as under: Particulars Principal amount remaining unpaid Interest due thereon remaining unpaid Interest paid by the Company in terms of Section 16 of the MSMED Act, along with the amount of the payment made to the supplier beyond the appointed day Interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the period) but without adding interest specified under the MSMED Act Interest accrued and remaining unpaid Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprises ^ Value is less than ` 1. As at March 31, 2019 March 31, 2018 ` 38 ` 37 1 437 - 4 1 ^ 197 - 14 ^ This information has been determined to the extent such parties have been identified on the basis of information available with the Company. 15. Other financial liabilities Current Salary Payable Current maturities of long-term borrowings (Refer Note 13) Current maturities of obligation under finance lease (Refer Note 13) Interest accrued but not due on borrowing Unclaimed dividends Others 16. Provisions Non-current: Provision for employee benefits Provision for warranty Current: Provision for employee benefits Provision for warranty Others Total As at March 31, 2019 March 31, 2018 ` 21,873 ` 13,989 93 444 35 93 9,959 868 130 43 2,452 ` 24,990 354 ` 25,343 As at March 31, 2019 March 31, 2018 ` 1,685 ` 1,194 2 ` 1,196 ` 8,300 3 ` 1,688 ` 6,787 274 269 716 ` 9,290 ` 10,486 878 ` 7,934 ` 9,622 Provision for warranty represents costs associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilised over a period of 1 to 2 years. Other provisions primarily include provisions for indirect tax related contingencies and litigations. The timing of cash outflows in respect of such provisions cannot be reasonably determined. 179 Standalone Financial Statements under Ind ASAnnual Report 2018-19 A summary of activity for provision for warranty and other provisions is as follows: As at March 31, 2019 As at March 31, 2018 Provision for warranty Others Total ` 272 ` 878 ` 1,150 304 (462) ` 276 ` 716 ` 992 13 (175) 291 (287) Provision for warranty Others Total ` 311 ` 1,195 ` 1,506 299 (655) ` 272 ` 878 ` 1,150 17 (334) 282 (321) ` 2 ` - ` 2 ` 274 ` 716 ` 990 ` 3 ` - ` 3 ` 269 ` 878 ` 1,147 Particulars Provision at the beginning of the year Additions during the year, net Utilised/ reversed during the year Provision at the end of the year Included in the balance sheet as follows: Non-current portion Current portion 17. Other liabilities Non-current Others Current Statutory and other liabilities Advance from customers Others Total 18. Financial instruments Financial assets and liabilities (carrying value / fair value) Assets Cash and cash equivalents Investments Financial instruments at FVTPL Financial instruments at FVTOCI Financial instruments at Amortised cost Investment in Subsidiaries Other financial assets Trade receivables Unbilled receivables* Other assets Derivative assets Liabilities Trade payables and other payables Trade payables Other financial liabilities** Borrowings** Derivative liabilities As at March 31, 2019 March 31, 2018 ` 3,117 ` 3,117 ` 2,296 ` 2,296 ` 3,780 1,077 815 ` 5,672 ` 8,789 ` 3,067 1,224 684 ` 4,975 ` 7,271 As at March 31, 2019 March 31, 2018 ` 103,902 ` 23,220 13,960 185,297 20,980 82,254 46,438 178,007 27,658 54,725 94,836 16,023 9,656 5,093 ` 532,001 99,466 30,256 8,296 1,273 ` 469,339 ` 47,655 24,453 51,279 1,270 ` 124,657 ` 41,762 14,516 58,028 2,198 ` 116,504 * On account of adoption of Ind AS 115, unbilled revenues pertaining to fixed price development contracts of ` 10,845, as at March 31, 2019, has been considered as non-financial Contract assets, which are billable upon completion of milestones specified in the contracts. ** Includes current obligation under borrowings classified under ‘other current financial liabilities’. 180 Standalone Financial Statements under Ind ASWipro Limited Offsetting financial assets and liabilities The following table contains information on other financial assets and trade payables and other payables subject to offsetting: As at March 31, 2019 March 31, 2018 Financial Assets: Gross amounts of recognised other financial assets ` 126,612 ` 144,104 Gross amounts of recognised trade payables and other liabilities set off in the balance sheet (6,097) (6,086) Net amounts of recognised other financial assets presented in the balance sheet ` 120,515 ` 138,018 Financial liabilities Gross amounts of recognised trade payables and other payables ` 78,205 ` 62,364 Gross amounts of recognised trade payables and other liabilities set off in the balance sheet Net amounts of recognised trade payables and other payables presented in the balance sheet (6,097) (6,086) ` 72,108 ` 56,278 For the financial assets and liabilities subject to offsetting or similar arrangements, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis and hence are not offset. Fair value The fair value of cash and cash equivalents, trade receivables, unbilled revenues, borrowings, trade payables, other current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments. The Company’s long-term debt has been contracted at market rates of interest. Accordingly, the carrying value of such long-term debt approximates fair value. Further, finance lease receivables that are overdue are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables. As at March 31, 2019, and 2018, the carrying value of such receivables, net of allowances approximates the fair value. Investments in liquid and short-term mutual funds, which are classified as FVTPL are measured using net asset values at the reporting date multiplied by the quantity held. Fair value of investments in certificate of deposits, commercial papers and bonds classified as FVTOCI is determined based on the indicative quotes of price and yields prevailing in the market at the reporting date. Fair value of investments in equity instruments classified as FVTOCI is determined using market and income approaches. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. . Fair value hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). 181 Standalone Financial Statements under Ind ASAnnual Report 2018-19 . The following table presents fair value of hierarchy of assets and liabilities measured at fair value on a recurring basis: As at March 31, 2019 As at March 31, 2018 Particulars Assets Derivative instruments: Cash flow hedges Others Investments: Total 3,149 1,944 Fair value measurements at reporting date Level 2 Level 1 Level 3 Total Fair value measurements at reporting date Level 2 Level 1 Level 3 3,149 1,944 1,139 134 - - 1,139 134 Investment in liquid and short-term mutual funds Other investments- Debentures Investment in equity instruments-other than subsidiaries Commercial paper, Certificate of deposits and bonds Liabilities Derivative instruments: Cash flow hedges Others 13,960 13,960 46,438 46,438 - 249 - 249 1,773 - - - - - 185,048 6,865 178,183 176,234 1,951 174,283 (130) (1,140) (130) (1,140) (1,269) (929) - - (1,269) (929) - - - - 1,773 - - - The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table. Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counter-parties, primarily, banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying. As at March 31, 2019, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value. Investment in commercial papers, certificate of deposits and bonds: Fair value of these instruments is derived based on the indicative quotes of price and yields prevailing in the market as at reporting date. Details of assets and liabilities considered under Level 3 classification Particulars Balance as at April 1, 2017 Gain/(loss) recognised in statement of profit and loss Gain/(loss) recognised in other comprehensive income Balance as at March 31, 2018 Balance as at April 1, 2018 Additions Additions on account of merger Disposals Gain/(loss) recognised in other comprehensive income Balance as at March 31, 2019 Investments in equity instruments ` 3,533 - (1,760) ` 1,773 ` 1,773 51 352 (454) (1,473) ` 249 Derivative Assets – Others ` 426 (426) - ` - ` - ` - 182 Standalone Financial Statements under Ind ASWipro Limited As at March 31, 2019 and 2018, a one percentage point change in the unobservable inputs used in fair valuation of Level 3 assets does not have a significant impact in its value. Derivative assets and liabilities: The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities and forecasted cash flows denominated in foreign currency and net investment in foreign operations. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities and foreign currency forecasted cash flows and net investment in foreign operations. The counter parties in these derivative instruments are primarily banks and the Company considers the risks of non-performance by the counterparty as non-material. The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding: Designated derivatives instruments Sell : Forward contracts Range forward options contracts Non-designated derivatives instruments Sell : Forward contracts Range forward options contracts Buy : Forward contracts ^ Value is less than ` 1. As at (in millions) March 31, 2019 March 31, 2018 Notional Fair value Notional Fair value USD 333 € - £ - AUD 97 USD 1,067 AUD 56 € 153 £ 191 USD 1,065 € 32 £ 1 AUD 82 SGD 11 ZAR 56 CAD 56 CHF 10 SAR 123 AED 9 PLN 38 QAR 3 TRY 28 MXN - NOK 29 OMR 1 SEK 35 USD 150 £ 71 € 31 USD 730 MXN 9 JPY 154 DKK 75 ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` 1,410 - - 15 1,149 39 349 68 1,377 55 (1) 28 1 14 40 ^ (1) ^ 15 (1) 12 - 4 (1) 5 161 57 12 (971) ^ ^ (13) 3,824 USD 904 € 134 £ 147 AUD 77 USD 182 AUD - € 10 £ 13 USD 919 € 58 £ 95 AUD 77 SGD 6 ZAR 132 CAD 14 CHF 6 SAR 62 AED 8 PLN 36 QAR 11 TRY 10 MXN 61 NOK 34 OMR 3 SEK - USD 50 £ 20 € - USD 575 MXN - JPY 399 DKK 9 ` 951 ` (531) ` (667) ` 29 ` 5 - ` 2 ` 5 ` (348) ` 6 ` (56) ` 68 ` (1) ` (16) ` 32 ` 3 ^ ^ ` 12 ` (3) ` 8 ` (6) ` 3 ` (1) - ` (6) ` (2) - ` (417) - ` 6 ` (1) ` (925) 183 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The following table summarises activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges: Balance as at the beginning of the year Deferred cancellation gain/ (loss), net Changes in fair value of effective portion of derivatives Net (gain)/loss reclassified to statement of profit and loss on occurrence of hedged transactions Gain/(loss) on cash flow hedging derivatives, net Balance as at the end of the year Deferred tax thereon Balance as at the end of the year, net of deferred tax As at March 31, 2019 March 31, 2018 ` 7,325 ` (136) 6 1,072 2,082 (6) (5) (7,450) ` 3,160 ` 3,024 (600) ` 2,424 ` (7,461) ` (136) 29 ` (107) The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2019 are expected to occur and be reclassified to the statement of profit and loss over a period of two years. As at March 31, 2019 and 2018, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur. Sale of financial assets From time to time, in the normal course of business, the Company transfers accounts receivables, unbilled revenues, net investment in finance lease receivables (financials assets) to banks. Under the terms of the arrangements, the Company surrenders control over the financial assets and transfer is without recourse. Accordingly, such transfers are recorded as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded at the time of sale based on the carrying value of the financial assets and fair value of servicing liability. The incremental impact of such transactions on our cash flow and liquidity for the year ended March 31, 2019 and March 31, 2018 is not material. In certain cases, transfer of financial assets may be with recourse. Under arrangements with recourse, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. These are reflected as part of borrowings in the balance sheet. Financial risk management Market Risk Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings. The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to losses. Risk Management Procedures The Company manages market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. The corporate treasury department recommends risk management objectives and policies, which are approved by senior management and Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies. 184 Standalone Financial Statements under Ind ASWipro Limited Foreign currency risk The Company operates internationally and a major portion of its business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of the Company’s revenue is in the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar, while a large portion of costs are in Indian rupees. The exchange rate between the rupee and these currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against these currencies can adversely affect the Company’s results of operations. The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency. The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. As at March 31, 2019 and 2018, respectively, a ` 1 increase/decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,885 (Statement of profit and loss ` 485 and other comprehensive income ` 1,400) and ` 1,500 (Statement of profit and loss ` 414 and other comprehensive income ` 1,086), respectively, decrease/increase in the fair value of foreign currency dollar denominated derivative instruments. The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2019 and 2018: Particulars Trade receivables Unbilled receivables Contract Asset Cash and cash equivalents Other assets Borrowings * Trade payables and other financial liabilities Net assets/ (liabilities) Particulars Trade receivables Unbilled receivables Cash and cash equivalents Other assets Borrowings * Trade payables and other financial liabilities* Net assets/ (liabilities) (` in millions) As at March 31, 2019 US $ Euro 44,265 7,209 4,495 9,295 1,483 (50,516) (27,899) 8,677 1,564 1,390 1,771 958 (20) (3,836) Pound Sterling 5,779 3,145 2,270 1,574 124 (21) (4,365) Australian Dollar Canadian Dollar 3,730 1,225 836 975 764 (33) (1,520) 2,208 199 150 1,929 17 - (801) Other currencies # 9,023 660 476 1,989 Total 73,682 14,002 9,617 17,533 259 (21) (2,768) 3,605 (50,611) (41,189) (11,668) 10,504 8,506 5,977 3,702 9,618 26,639 As at March 31, 2018 US $ Euro 43,954 12,384 3,824 1,393 8,929 2,375 2,055 1,710 (47,302) (17,539) (41) (3,199) Pound Sterling 6,736 5,175 1,685 279 (37) (6,059) Australian Dollar Canadian Dollar 3,423 2,094 786 1,122 (165) (1,515) 1,625 338 34 1 - (654) Other currencies # 7,674 1,480 2,177 308 Total 72,342 23,846 10,561 4,813 (137) (3,070) (47,682) (32,036) (3,286) 11,829 7,779 5,745 1,344 8,432 31,844 # Other currencies reflect currencies such as Saudi Arabian Riyals,UAE Dirhams, Swiss francs, Singapore Dollars etc. * Includes current obligation under borrowings classified under “Other current financial liabilities” 185 Standalone Financial Statements under Ind ASAnnual Report 2018-19 As at March 31, 2019 and 2018, respectively, every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would impact results by approximately ` 267 and ` 318 respectively. Interest rate risk Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. The Company’s investments are primarily in short-term investments, which do not expose it to significant interest rate risk. The Company manages its net exposure to interest rate risk relating to borrowings by entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. Certain borrowings are also transacted at fixed interest rates. If interest rates were to increase by 100 bps from March 31, 2019, additional net annual interest expense on floating rate borrowing would amount to approximately ` 505. Credit risk Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as at March 31, 2019 and 2018, respectively and revenues for the year ended March 31, 2019 and 2018, respectively. There is no significant concentration of credit risk. Counterparty risk Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimised by only buying securities which are at least AA rated in India based on Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. Liquidity risk Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As at March 31, 2019, cash and cash equivalents are held with major banks and financial institutions. The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any. As at March 31, 2019 Contractual cash flows Borrowings* Carrying value 2-4 years ` 51,816 ` 51,872 ` 207 ` 21 Less than 1 year 1-2 years 4-7 years Total ` ` 52,100 Trade payables and other financial liabilities* 72,108 72,108 Derivative liabilities 1,270 1,270 - - - - - - 72,108 1,270 186 Standalone Financial Statements under Ind ASWipro Limited Contractual cash flows Borrowings* As at March 31, 2018 Carrying value 2-4 years ` 58,028 ` 58,134 ` 541 ` 226 Less than 1 year 1-2 years 4-7 years Total ` - ` 58,901 Trade payables and other financial liabilities* 56,278 56,278 Derivative liabilities 2,198 2,198 - - - - - - 56,278 2,198 * Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities”. The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by the management for external communication with investors, analysts and rating agencies: Cash and cash equivalent Investment Borrowings* Loans to subsidiaries As at March 31, 2019 March 31, 2018 ` 23,220 ` 103,902 219,988 (51,816) 248,412 (58,028) - ` 272,074 - ` 213,604 * Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities”. 19. Income tax Income tax expense has been allocated as follows: Income tax expense Current taxes Deferred taxes Income tax included in Other comprehensive income on: Unrealised gains/ (losses) on investment securities Gains/(losses) on cash flow hedging derivatives Defined benefit plan actuarial gains Total income taxes Income tax expenses consists of the following: Current taxes Domestic Foreign Deferred taxes Domestic Foreign Total income tax expense Year ended March 31, 2019 March 31, 2018 22,725 (160) ` 24,345 (1,230) 69 (629) (42) ` 21,963 (645) (1,448) 255 ` 21,277 Year ended March 31, 2019 March 31, 2018 17,766 4,959 22,725 18,591 5,754 24,345 (196) 36 (160) ` 22,565 (286) (944) (1,230) ` 23,115 187 Standalone Financial Statements under Ind ASAnnual Report 2018-19 Income tax expenses are net of reversal of provisions pertaining to earlier periods, amounting to ` 1,092 and ` 436 for the year ended March 31, 2019 and 2018 respectively. The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows: Profit before tax Enacted income tax rate in India Computed expected tax expense Effect of: Income exempt from tax Basis differences that will reverse during a tax holiday period Income taxed at higher/ (lower) rates Reversal of deferred tax liability for past years due to rate reduction * Taxes related to prior years Changes in unrecognised deferred tax assets Expenses disallowed for tax purpose Others, net Total income taxes expenses Effective income tax rate Year ended March 31, 2019 March 31, 2018 ` 100,343 34.61% 34,729 ` 98,705 34.94% 34,488 (16,057) (796) 212 - (1,092) 4,399 1,415 (4) ` 22,565 22.86% (12,346) (183) 277 (347) (436) - 1,422 (2) ` 23,115 23.04% *The “Tax Cuts and Jobs Act,” was signed into law on December 22, 2017 (‘US Tax Reforms’) which among other things, makes significant changes to the rules applicable to the taxation of corporations, such as changing the corporate tax rate from 35% to 21% rate effective January 1, 2018. For the year ended March 2018, the Company took a positive impact of ` 347 on account of re-statement of deferred tax items pursuant to US Tax Reforms. The components of deferred tax assets and liabilities are as follows: Carry-forward losses Other liabilities Allowances for lifetime expected credit losses Cash flow hedges Others Property, plant and equipment Amortisable goodwill Interest on bonds and fair value movement of investments Cash flow hedges Others Net deferred tax assets / (liabilities) Amounts presented in the balance sheet Deferred tax assets Deferred tax liabilities 188 As at March 31, 2019 March 31, 2018 ` 407 ` 100 2,743 4,366 - 2,761 4,405 29 203 ` 7,412 ` (333) - ` 7,602 ` (1,320) (77) (1,463) (600) (90) (1,739) - (1,133) ` (3,606) ` 3,806 (396) ` (3,545) ` 4,057 ` 3,910 ` 104 ` 4,520 ` 463 Standalone Financial Statements under Ind ASWipro Limited Movement in deferred tax assets and liabilities Movement during the year ended March 31, 2019 Particulars Carry-forward losses Other liabilities Allowances for lifetime expected credit losses Cash flow hedges Property, plant and equipment Amortisable goodwill Interest on bonds and fair value movement of investments Others Total As at April 1, 2018 Credit/ (charge) in the statement of profit and loss Credit/ (charge) in the Other comprehensive income Others* As at March 31, 2019 407 2,761 4,405 28 (1,319) (90) (1,739) (396) 4,057 (307) 12 (39) - 983 13 207 (709) 160 - (42) - (629) - - 69 - (602) 13 3 175 191 100 2,744 4,366 (601) (333) (77) (1,463) (930) 3,806 * Includes additions on account of merger as explained in footnotes to Note 32. Movement during the year ended March 31, 2018 Particulars Carry-forward losses Other liabilities Allowances for lifetime expected credit losses Minimum alternate tax Cash flow hedges Property, plant and equipment Amortisable goodwill Interest on bonds and fair value movement of investments Deferred / unbilled revenue Others Total As at April 1, 2017 Credit/ (charge) in the statement of profit and loss - 2,882 2,783 1,469 (1,420) (1,682) (899) (2,245) (62) 135 961 407 134 1,622 (1,469) - 363 809 (139) 62 (531) 1,258 Credit/ (charge) in the Other comprehensive income - (255) - - 1,448 - - 645 - - 1,838 As at March 31, 2018 407 2,761 4,405 - 28 (1,319) (90) (1,739) - (396) 4,057 Deferred taxes on unrealised foreign exchange gain / loss relating to cash flow hedges, fair value movements in investments and actuarial gains/losses on defined benefit plans are recognised in other comprehensive income and presented within equity. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the statement of profit and loss. In assessing the realisability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realised. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry- forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realise the benefits of these deductible differences. The amount of deferred tax asset considered realisable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced. 189 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The Company has recognised deferred tax assets of ` 100 and ` 407 as at March 31, 2019 and 2018 in respect of capital loss incurred on account of liquidation of a subsidiary. Management’s projections of future taxable capital gain support the assumption that it is probable that sufficient taxable income will be available to utilise this deferred tax asset. The Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions. The Company is not carrying any deferred tax assets as at March 31, 2019 relating to MAT. A substantial portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export operations and profits from units established under Special Economic Zone, 2005 scheme. Units in designated special economic zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. The tax holiday period being currently available to the Company expires in various years through fiscal 2032-33. The expiration period of tax holiday for each unit within a SEZ is determined based on the number of years that have lapsed following year of commencement of production by that unit. The impact of tax holidays has resulted in a decrease of current tax expense of `15,390 and ` 11,598 for the year ended March 31, 2019 and 2018, respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The effect of these tax incentives on earnings per share for the year ended March 31, 2019 and 2018 was ` 2.56 and `1.83, respectively. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with US branch profit tax where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Accordingly, deferred income tax liabilities on branch profit tax @ 15% of the US branch profits have not been recognised as the Company intends to reinvest the earnings in the branch operations. Further, it is not practicable to estimate the amount of the unrecognised deferred tax liabilities for these undistributed earnings. 20. Revenue from operations Sale of Services Sales of Products 21. Other operating income Year ended March 31, 2019 March 31, 2018 ` 430,638 16,462 ` 447,100 ` 468,529 11,769 ` 480,298 Sale of hosted data center service business: During the year ended March 31, 2019, the Company has concluded the sale of its hosted data center business in Singapore and United Kingdom. The assets and liabilities associated with the transaction were classified as assets held for sale and liabilities directly associated with assets held for sale amounting to ` 451 as at March 31, 2018. Loss of control in subsidiary: During the year ended March 31, 2019, the Company has reduced its equity holding from 74% to 11% in Wipro Airport IT Services Limited. Sale of Workday and Cornerstone OnDemand business: During the year ended March 31, 2019, the Company has concluded the sale of Workday and Cornerstone OnDemand business. The loss/ gain on these transactions is insignificant. 190 Standalone Financial Statements under Ind ASWipro Limited 22. Other income Interest income Dividend income Net Gain on sale of investments classified as FVTPL Net Gain on sale of investments classified as FVTOCI Finance and other income Foreign exchange gain/(loss), net on financial instruments measured at FVTPL Other foreign exchange differences, net Foreign exchange gain/(loss), net 23. Changes in inventories of finished goods and stock-in-trade Opening stock Finished products Traded goods Less: Closing Stock Finished products Traded goods Decrease/ (Increase) 24. Employee benefits (a) Employee costs include: Salaries and bonus (Refer Note 26) Employee benefits plans Gratuity and other defined benefit plans Defined contribution plans Share based compensation Year ended March 31, 2019 March 31, 2018 ` 17,300 609 5,410 174 23,493 ` 19,729 353 2,014 311 22,407 1,263 2,016 3,279 ` 25,686 (82) 1,385 1,303 ` 24,796 Year ended March 31, 2019 March 31, 2018 ` 3 2,171 2,174 ` 5 2,746 2,751 3 2,724 2,727 ` (553) 3 2,171 2,174 ` 577 Year ended March 31, 2019 March 31, 2018 ` 209,617 ` 229,693 1,193 5,353 1,846 ` 238,085 1,413 5,274 1,258 ` 217,562 Defined benefit plan actuarial (gains)/ losses recognised in other comprehensive income include: Re-measurement of net defined benefit liability/(asset) Return on plan assets excluding interest income Actuarial (gains)/loss arising from financial assumptions Actuarial (gains)/loss arising from demographic assumptions Actuarial (gains)/loss arising from experience adjustments Year ended March 31, 2019 March 31, 2018 ` (35) 106 (17) (223) ` (169) ` (60) (195) (41) (450) ` (746) 191 Standalone Financial Statements under Ind ASAnnual Report 2018-19 b) Defined benefit plans- Gratuity: In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by certain third party fund managers. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognises actuarial gains and losses immediately in other comprehensive income, net of taxes. Amount recognised in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows: Current service cost Net interest on net defined benefit liability/(asset) Net gratuity cost/(benefit) Actual return on plan assets ^ Value is less than ` 1. Year ended March 31, 2019 March 31, 2018 ` 1,413 ^ 1,413 ` 526 ` 1,205 (12) 1,193 ` 573 Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plans. Change in present value of defined benefit obligation is summarised below: Defined benefit obligation at the beginning of the year Transfer in Current service cost Interest on obligation Benefits paid Remeasurement (gains)/loss Actuarial (gains)/loss arising from financial assumptions Actuarial (gains)/loss arising from demographic assumptions Actuarial (gains)/loss arising from experience adjustments Defined benefit obligation at the end of the year Change in plan assets is summarised below: Fair value of plan assets at the beginning of the year Transfer in Expected return on plan assets Employer contributions Benefits paid Remeasurement (gains)/loss Return on plan assets excluding interest income Fair value of plan assets at the end of the year Present value of unfunded obligation Recognised asset/(liability) As at March 31, 2019 March 31, 2018 ` 6,856 ` 349 1,413 466 (859) ` 7,539 25 1,205 526 (912) 106 (17) (223) ` 8,249 (195) (41) (450) ` 7,539 As at March 31, 2019 March 31, 2018 ` 6,820 312 466 15 - ` 7,673 - 538 34 (6) 35 ` 8,274 25 25 60 ` 7,673 134 134 As at March 31, 2019 and 2018, plan assets were primarily invested in insurer managed funds. The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance the liabilities of the gratuity plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed in the insurance regulations. 192 Standalone Financial Statements under Ind ASWipro Limited The principal assumptions used for the purpose of actuarial valuation of these defined benefit plans are as follows: Discount rate Expected return on plan assets Expected rate of salary increase Duration of defined benefit obligations As at March 31, 2019 March 31, 2018 6.63% 6.63% 7.52% 6 years 6.93% 6.93% 7.51% 5 years The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The discount rate is primarily based on the prevailing market yields of Indian government securities for the estimated term of the obligations. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company. The expected future contribution and estimated future benefit payments from the fund are as follows: Expected contribution to the fund during the year ending March 31, 2020 Estimated benefit payments from the fund for the year ending March 31: 2020 2021 2022 2023 2024 Thereafter Total 1,286 1,381 1,060 1,055 1,051 1,048 6,712 12,307 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as at March 31, 2019. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As at March 31, 2019, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/ increase of gratuity benefit obligation by approximately ` (242) and `265 respectively. As at March 31, 2019 every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of gratuity benefit obligation by approximately ` 217 and ` (204) respectively. c) Provident fund: The details of fund and plan assets are given below: Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/ excess As at March 31, 2019 March 31, 2018 ` 46,016 ` 53,015 53,015 ` - 46,016 ` - The plan assets have been primarily invested in government securities and corporate bonds. 193 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Discount rate for the term of the obligation Average remaining tenure of investment portfolio Guaranteed rate of return Also refer Note 30 for details of employee stock options. 25. Finance costs Interest expense Exchange fluctuation on foreign currency borrowings, net (to the extent regarded as borrowing cost) 26. Other Expenses Rates, taxes and insurance Lifetime expected credit loss and provision for deferred contract cost * Provision for diminution in value of investments in subsidiaries Auditors' remuneration Audit fees For taxation matters Out of pocket expenses Miscellaneous expenses ** As at March 31, 2019 March 31, 2018 7.00% 8 years 8.65% 7.35% 7 years 8.55% Year ended March 31, 2019 March 31, 2018 ` 1,559 2,284 ` 3,320 1,929 ` 5,249 ` 3,843 Year ended March 31, 2019 March 31, 2018 1,530 5,013 (268) 712 729 7,356 60 4 4 8,455 ` 17,320 50 9 4 1,952 ` 8,290 * Consequent to insolvency of two customers, the Company has recognised a provision of ` 3,832 for impairment of receivables and deferred contract cost. ` 416 and ` 3,146 of these provisions have been included in employee benefits expense and allowance for lifetime expected credit loss respectively for the year ended March 31, 2018. ** Miscellaneous expenses for the year ended March 31, 2019 include an amount of ` 5,141 paid to National Grid on settlement of a legal claim against the company. 27. Earnings per equity share A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below: Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares. Profit attributable to equity holders of the Company Weighted average number of equity shares outstanding Basic earnings per share Year ended March 31, 2019 March 31, 2018 ` 76,140 ` 77,228 6,333,391,200 6,007,376,837 ` 12.67 ` 12.19 194 Standalone Financial Statements under Ind ASWipro Limited Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company. The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair value (determined as the average market price of the Company’s shares during the year). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Profit attributable to equity holders of the Company Weighted average number of equity shares outstanding Effect of dilutive equivalent share options Weighted average number of equity shares for diluted earnings per share Diluted earnings per share Year ended March 31, 2019 March 31, 2018 ` 76,140 ` 77,228 6,333,391,200 6,007,376,837 11,091,433 14,927,530 6,344,482,633 6,022,304,367 ` 12.64 ` 12.17 Earnings per share and number of share outstanding for the year ended March 31, 2018 have been proportionately adjusted for the bonus issue in the ratio of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3 (three) fully paid-up equity shares held. Refer Note 28. 28. Dividends, Bonus and Buyback of equity shares The Company declares and pays dividends in Indian rupees. According to the Companies Act, 2013 any dividend should be declared out of accumulated distributable profits. A Company may, before the declaration of any dividend, transfer a percentage of its profits for that financial year as it may consider appropriate to the reserves. The cash dividends paid per equity share were ` 1 and ` 1, during the year ended March 31, 2019 and 2018, respectively, including an interim dividend of ` 1 and ` 1 for the year ended March 31, 2019 and 2018. During the year ended March 31, 2019, the bonus issue in the proportion of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3 (three) fully paid-up equity shares held (including ADS holders) was approved by the shareholders of the Company on February 22, 2019, through Postal Ballot /e-voting. Subsequently, on March 8, 2019, the Company allotted 1,508,469,180 equity shares to shareholders who held equity shares as on the record date of March 7, 2019 and ` 3,016 (representing par value of ` 2 per share) was transferred from capital redemption reserves, securities premium and retained earnings to the share capital. During the year ended March 31, 2018, the bonus issue in the proportion of 1:1 i.e.1 (One) bonus equity share of ` 2 each for every 1 (one) fully paid-up equity share held (including ADS holders) had been approved by the shareholders of the Company on June 03, 2017 through Postal Ballot /e-voting. For this purpose, June 14, 2017, was fixed as the record date. Consequently, on June 15, 2017, the Company allotted 2,433,074,327 shares and ` 4,866 (representing par value of ` 2 per share) has been transferred from retained earnings to share capital. During the year ended March 31, 2018, the Company had concluded the buyback of 343,750,000 equity shares as approved by the Board of Directors on July 20, 2017. This had resulted in a total cash outflow of ` 110,000. In line with the requirement of the Companies Act 2013, an amount of ` 1,656 and ` 108,344 has been utilised from the securities premium reserve and retained earnings respectively. Further, capital redemption reserves of ` 687 (representing the nominal value of the shares bought back) has been created as an apportionment from retained earnings. Consequent to such buyback, share capital has reduced by ` 687. 29. Additional capital disclosures The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company. The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. 195 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The amount of future dividends/ buyback of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status. The capital structure as of March 31, 2019 and 2018 was as follows: Total equity (A) As percentage of total capital Current borrowings * Non-current borrowings Total borrowings (B) As percentage of total capital Total capital (A) + (B) As at March 31, 2019 March 31, 2018 % Change 16.87% ` 493,920 90.59% 51,059 220 ` 51,279 9.41% ` 545,199 ` 422,626 87.93% 57,304 724 ` 58,028 12.07% ` 480,654 (11.63%) 13.43% * Includes current obligation under borrowings classified under “Other current financial liabilities” (Refer Note 13). 30. Employee stock option The stock compensation expense recognised for employee services received during the year ended year ended March 31, 2019 and March 31, 2018 were ` 1,846 and ` 1,258, respectively. Wipro Equity Reward Trust (“WERT”) In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier years, WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board Governance, Nomination and Compensation Committee recommends to WERT certain officers and key employees, to whom WERT issues shares from its holdings at nominal price. Such shares are then held by the employees subject to vesting conditions. Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Name of Plan Wipro Employee Stock Option Plan 2000 (2000 Plan) Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) Wipro employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) Wipro employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013 No. of options reserved under the Plan Range of Exercise Prices 747,474,747 ` 171 - 490 59,797,979 US $ 0.03 59,797,979 ` 2 49,831,651 ` 2 39,546,197 ` 2 196 Standalone Financial Statements under Ind ASWipro Limited The activity in these stock option plans is summarised below: Particulars Range of Exercise prices Outstanding at the beginning of the year ` 480.20 Year ended March 31, 2019 March 31, 2018 Number Weight Average exercise price ` 480.20 - Number Weight Average exercise price ` 480.20 20,181 Bonus on outstanding (Refer Note 28) Granted * Exercised Forfeited and expired Outstanding at the end of the year Exercisable at the end of the year ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 13,543,997 10,199,054 - 4,773,755 3,957,434 - 4,607,000 4,849,000 - ` 2 (2,739,097) US $ 0.03 (1,541,803) - ` 2 (2,578,192) US $ 0.03 (3,016,895) ` 480.20 - ` 2 17,607,463 US $ 0.03 14,446,790 ` 480.20 - ` 2 1,300,781 US $ 0.03 948,877 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 7,952,083 5,288,783 - 6,968,406 4,077,070 - 4,612,400 3,897,000 (20,181) ` 2 (5,325,217) US $ 0.03 (2,565,976) - (663,675) (497,823) - 13,543,997 10,199,054 - 1,875,994 789,962 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 The following table summarises information about outstanding stock options: Range of exercise price ` 480.20 ` 2 US $ 0.03 2019 Numbers Weighted Average Remaining Life (Months) - 24 26 - 17,607,463 14,446,790 2018 Weight Average Exercise Price ` 480.20 Numbers Weighted Average Remaining Life (Months) - 27 28 - ` 2 13,543,997 US $ 0.03 10,199,054 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 Weight Average Exercise Price ` 480.20 ` 2 US $ 0.03 The weighted-average grant-date fair value of options granted during the year ended March 31, 2019, and 2018 was ` 349.81 and ` 337.74 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2019 and 2018 was ` 325.85 and ` 303.44 for each option, respectively. * Includes 1,567,000 and 1,097,600 Performance based stock options (RSU) granted during the year ended March 31, 2019 and 2018 respectively. 1,673,000 and 1,113,600 Performance based stock options (ADS) granted during the year ended March 31, 2019 and 2018 respectively. Performance based stock options (RSU) were issued under Wipro Employee Restricted Stock Unit plan 2007 (WSRUP 2007 plan) and Performance based stock options (ADS) were issued under Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan). 31. Assets taken on lease Obligation under finance lease is secured by underlying assets leased. The legal title of these assets vests with the lessors. These obligations are repayable in monthly, quarterly and yearly installments up to year ending March 31, 2022. The interest rate for these obligations ranges from 1.82% to 10.61%. 197 Standalone Financial Statements under Ind ASAnnual Report 2018-19 Finance lease payables consist of liabilities that are taken on lease for a contract term ranging from 1 to 5 years. Details of finance lease payable is as follows: Not later than one year Later than one year but not later than five years Total minimum lease payments Less: Amount representing interest Present value of minimum lease payment payables Included in the balance sheet as follows: - Long term maturities of finance lease obligations - Current maturities of obligation under finance lease As at March 31 2019 2018 2019 2018 Minimum lease payments ` 471 158 629 (33) ` 596 ` 933 573 1,506 (99) ` 1,407 Present value of minimum lease payment ` 868 539 1,407 - ` 1,407 ` 444 152 596 - ` 596 152 444 539 868 Operating leases: The Company has taken office, vehicle and IT equipment under cancellable and non-cancellable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extend up a maximum of fifteen years from their respective dates of inception and some of these lease agreements have price escalation clause. Rental payments under such leases were ` 3,494 and ` 3,299 during the years ended March 31, 2019 and 2018. Details of contractual payments under non-cancellable leases are given below: : As at March 31, 2019 March 31, 2018 ` 3,263 5,476 1,037 ` 9,776 ` 4,018 4,991 702 ` 9,711 Not later than one year Later than one year and not later than five years Later than five years Total 32. Related party relationship and transactions List of subsidiaries as of March 31, 2019 Subsidiaries Subsidiaries Subsidiaries Wipro LLC Wipro Gallagher Solutions, LLC. Wipro Insurance Solutions LLC Wipro IT Services, LLC. Opus Capital Markets Consultants LLC Wipro Promax Analytics Solutions LLC HealthPlan Services, Inc. *** Appirio, Inc. *** Cooper Software, LLC. Infocrossing, LLC Wipro US Foundation Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK 198 Country of Incorporation USA USA USA USA USA USA USA USA USA USA USA India Japan Standalone Financial Statements under Ind ASWipro Limited Subsidiaries Subsidiaries Subsidiaries Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (UK) Limited Wipro Information Technology Austria GmbH ** Wipro Technologies Austria GmbH ** NewLogic Technologies SARL ** Wipro Cyprus SE Wipro Digital Aps Wipro Europe Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. Designit A/S *** Wipro UK Limited Wipro Doha LLC # Wipro Technologies SA DE CV Wipro Philippines, Inc. Wipro Holdings Hungary Korlátolt Felelosségu Társaság Wipro Information Technology Egypt SAE Wipro Arabia Co. Limited * Wipro Poland Sp. Z.O.O. Wipro IT Services Poland Sp. Z.O.O. Wipro Technologies Australia Pty Ltd Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro IT Service Ukraine LLC Wipro Information Technology Netherlands BV. Wipro Holdings Investment Korlátolt Felelősségű Társaság Women’s Business Park Technologies Limited * Wipro Technologies Nigeria Limited Country of Incorporation China India India U.K. Denmark Denmark U.K. U.K. U.K. Romania Austria Austria France Cyprus Qatar Mexico Philippines Hungary Hungary Hungary Egypt Saudi Arabia Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Ukraine Netherlands 199 Standalone Financial Statements under Ind ASAnnual Report 2018-19 Subsidiaries Subsidiaries Subsidiaries Wipro Technologies SA Wipro Portugal S.A.*** Limited Liability Company Wipro Technologies Limited Wipro Technology Chile SPA Country of Incorporation Argentina Portugal Russia Chile Wipro Solutions Canada Limited Canada Wipro Information Technology Kazakhstan LLP Kazakhstan Wipro Technologies W.T. Sociedad Anonima Costa Rica Wipro Outsourcing Services (Ireland) Limited Ireland Wipro Technologies VZ, C.A. Venezuela Wipro Technologies Peru S.A.C InfoSERVER S.A. Wipro do Brasil Technologia Ltda*** Peru Brazil Brazil Wipro Technologies SRL PT. WT Indonesia Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Rainbow Software LLC Cellent GmbH Wipro (Dalian) Limited Wipro Technologies SDN BHD Cellent Gmbh *** Wipro Networks Pte Limited Wipro Chengdu Limited Appirio India Cloud Solutions Private Limited ** Wipro IT Services Bangladesh Limited Wipro HR Services India Private Limited Romania Indonesia Thailand Bahrain Sultanate of Oman Iraq Germany Austria Singapore China Malaysia China India Bangladesh India * All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Co. Limited and 55% of the equity securities of Women’s Business Park Technologies Limited are held by Wipro Arabia Co. Limited. # 51% of equity securities of Wipro Doha LLC are held by a local shareholder. However, the beneficial interest in these holdings is with the Company. The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’, ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa 200 Standalone Financial Statements under Ind ASWipro Limited ** Vide its order dated March 29, 2019, the Hon’ble National Company Law Tribunal, Bengaluru bench, approved the scheme of amalgamation for the merger of wholly owned subsidiaries Wipro Information Technology Austria GmbH, Wipro Technologies Austria GmbH, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited. As per the said scheme, the appointed date is April 1, 2018. *** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit A/S, Cellent GmbH, HealthPlan Services, Inc. and Appirio, Inc. are as follows: Subsidiaries Subsidiaries Subsidiaries Wipro Portugal S.A. Wipro do Brasil Technologia Ltda Designit A/S Cellent GmbH HealthPlan Services, Inc. Appirio, Inc. Wipro Technologies Gmbh Wipro Do Brasil Sistemetas De Informatica Ltd Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Lt.d Denextep Spain Digital, S.L Frontworx Informations technologie GmbH HealthPlan Services Insurance Agency, LLC Appirio, K.K Topcoder, Inc. Appirio Ltd Designit Colombia S A S Designit Peru SAC Appirio GmbH Apprio Ltd (UK) Country of Incorporation Portugal Germany Brazil Brazil Denmark Denmark Germany Norway Sweden Israel Japan Spain Colombia Peru Austria Austria USA USA USA Japan USA Ireland Germany U.K. As at March 31, 2019, the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management, LLC, investments accounted for using the equity method. The list of controlled trusts are: Name of entity Wipro Equity Reward Trust Wipro Foundation Country of incorporation India India 201 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The other related parties are: Name of the related parties Azim Premji Foundation Azim Premji Foundation for Development Hasham Traders Prazim Traders Zash Traders Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Hasham Investment and Trading Co. Pvt. Ltd Entity controlled by Director Azim Premji Philanthropic Initiatives Pvt. Ltd Entity controlled by Director Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited Entity controlled by Director Entity controlled by Director Entity controlled by Director Key management personnel Azim H Premji Executive Chairman and Managing Director Abidali Z Neemuchwala Chief Executive Officer and Executive Director Dr. Ashok Ganguly N Vaghul William Arthur Owens M.K. Sharma Ireena Vittal Rishad A Premji Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya Jatin Pravinchandra Dalal M Sanaullah Khan (i) Effective January 1, 2019 Relative of key management personnel - Yasmeen H. Premji - Tariq Azim Premji Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Executive Director and Chief Strategy Officer Non-Executive Director Non-Executive Director Additional Director (i) Chief Financial Officer Company Secretary 202 Standalone Financial Statements under Ind ASWipro Limited The Company has the following related party transactions for the year ended March 31, 2019 and 2018: Transaction / balances Subsidiaries / Trusts Entities controlled by Directors Key Management Personnel# Sales of services Purchase of services Assets purchased/ capitalised Dividend paid Commission paid Rent Paid Rent Income Others Buyback of shares Interest Income Interest Expense Corporate guarantee commission Key management personnel * Remuneration and short-term benefits Other benefits Balance as at the year end Receivables ** Payables 2019 2018 54,498 43,733 21,084 19,250 - 21 - 24 1,133 1,147 109 182 112 272 3,455 6,717 - ^ 6 - - - 203 185 - - 2019 102 ^ 240 2018 2019 2018 69 ^ 290 - - - - - - 3,171 3,171 191 191 - 8 43 63 - - - - - 7 42 31 63,745 - - - - - - 5 - - - - - - 356 174 - 156 - 6 - - 1 - - - 248 130 - 55 18,263 23,273 3,301 2,299 80 8 2 26 * Post employment benefit comprising compensated absences is not disclosed as these are determined for the Company as a whole. Benefits include the prorated value of Restricted Stock Units (“RSU’s”) granted to the personnel, which vest over a period of time. Other benefits include share based compensation ` 166 and ` 124 for the year ended March 31, 2019 and 2018 respectively. # Including relative of key management personnel. ** Includes the following balances being in the nature of loans given to subsidiaries of the Company including interest accrued, where applicable and inter-corporate deposits with subsidiary. ^ Value is less than ` 1. Loan amounts outstanding from subsidiaries: Name of the entity Wipro Cyprus Private Limited Balance As at March 31, Maximum amount due during the year 2019 - 2018 - 2019 - 2018 1,930 203 Standalone Financial Statements under Ind ASAnnual Report 2018-19 The following are the significant related party transactions during the year ended March 31, 2019 and 2018: Particulars Sale of services Wipro LLC Wipro Technologies South Africa (Proprietary) Limited Wipro Gallagher Solutions Inc Appirio Inc. (US) Wipro Information Technology Netherlands BV. Wipro Technologies Gmbh Wipro Networks Pte Limited Wipro Solutions Canada Limited Wipro Data Center and Cloud Services, Inc. Wipro Holdings UK Limited Purchase of services Appirio Inc. (US) Wipro Data Center and Cloud Services, Inc. Wipro LLC Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro BPO Philippines Limited Inc Wipro Technologies SRL Wipro Technologies S.A DE C. V Wipro Portugal S.A. Wipro IT Services Poland Sp. Zo.o. Asset purchased/ capitalised Wipro Enterprises (P) Limited Dividend paid Prazim Traders Zash Traders Azim Premji Trust Hasham Traders Commission paid Wipro Japan KK Wipro Technologies Gmbh Rent paid Wipro LLC Wipro Holdings UK Limited Buyback of shares Azim Premji Trust Rental income Wipro Enterprises (P) Limited Designit Denmark A/S Wipro LLC Remuneration paid to key management personnel Azim Premji Abidali Z. Neemuchwala Rishad Azim Premji Jatin Pravinchandra Dalal M Sanaullah Khan Corporate guarantee commission Wipro Gulf LLC Wipro Solutions Canada Ltd Wipro LLC Infocrossing Inc Wipro Arabia Limited 204 Year ended March 31, 2019 March 31, 2018 35,074 1,089 1,459 1,469 1,458 1,673 1,839 2,297 - 1,511 2,390 - 1,832 2,374 1,275 2,338 2,314 1,680 934 901 240 891 903 618 742 203 876 59 34 - 42 33 139 18 273 68 61 16 49 45 69 - 18 25,260 1,654 1,316 228 909 1,753 1,518 2,039 1,694 2,086 825 2,844 1,831 2,542 1,724 1,668 1,622 965 1,198 791 290 891 903 618 742 457 624 49 31 57,494 40 56 206 9 182 59 47 12 45 38 38 15 17 Standalone Financial Statements under Ind ASWipro Limited 33. Commitments and contingencies Capital commitments: As at March 31, 2019 and 2018 the Company had committed to spend approximately ` 12,005 and ` 12,545 respectively, under agreements to purchase/ construct property and equipment. These amounts are net of capital advances paid in respect of these purchases.. Contingent liabilities to the extent not provided for: Performance and financial guarantees given by the banks on behalf of the company Guarantees given by the Company on behalf of subsidiaries Contingencies and lawsuits: As at March 31, 2019 March 31, 2018 ` 13,617 567 ` 16,817 1,400 The Company is subject to legal proceedings and claims (including tax assessment orders/ penalty notices) which have arisen in the ordinary course of its business. Some of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The significant of such matters are discussed below. In March 2004, the Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2011 and the aggregate demand is ` 47,583 (including interest of ` 13,832). The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2008. Further appeals have been filed by the Income tax authorities before the Hon’ble High Court. The Hon’ble High Court has heard and disposed-of majority of the issues in favor of the Company up to years ended March 31, 2004. Department has filed a Special Leave Petition (SLP) before the Supreme Court of India for the year ended March 31, 2001 to March 31, 2004. On similar issues for years up to March 31, 2000, the Hon’ble High Court of Karnataka has upheld the claim of the Company under section 10A of the Act. For the year ended March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (ITAT). For years ended March 31, 2010 and March 31, 2011, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the ITAT. For year ended March 31, 2013, the Company received the final assessment order in November 2017 with a demand of ` 3,286 (including interest of ` 1,166), arising primarily on account of section 10AA issues with respect to exclusion from Export Turnover. The Company has filed an appeal before Hon’ble ITAT, Bengaluru within the prescribed timelines. For year ended March 31, 2014, the Company received the final assessment order in September 2018 with a demand of ` 1,030 (including Nil interest), arising primarily on account of transfer pricing issues. The Company has filed an appeal before the Hon’ble ITAT, Bengaluru within the prescribed timelines. For year ended March 31, 2015, the Company received the Draft assessment order in December 2018 with a demand of ` 6,467 (including interest of ` 2,007), arising primarily on account of Capitalization of wages. The Company has filed objections before the Dispute Resolution Panel (Bengaluru) within the prescribed timelines. Income tax demands against the Company amounting to ` 101,440 and ` 66,441 are not acknowledged as debt as at March 31, 2018 and March 31, 2019, respectively. The contingent liability has been reworked on the basis of recent judicial pronouncements and updates. These matters are pending before various Appellate Authorities and the management expects its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company’s financial position and results of operations. The contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters amounts to ` 7,745 and ` 8,477 as at March 31, 2018 and 2019. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. 205 Standalone Financial Statements under Ind ASAnnual Report 2018-19 34. Corporate Social Responsibility a. Gross amount required to be spend by the Wipro during the year ` 1,761 (March 31, 2018: ` 1,833). b. Amount spent during the year on: Particulars (i) Construction/ acquisition of any asset (ii) On purpose other than above (i) above Total amount spent during the year Particulars (i) Construction/ acquisition of any asset (ii) On purpose other than above (i) above Total amount spent during the year 35. Segment information For the year ended March 31, 2019 In cash ` - 1,476 ` 1,476 Yet to be paid in cash ` - 377 ` 377 Total ` - 1,853 ` 1,853 For the year ended March 31, 2018 In cash ` - 1,630 ` 1,630 Yet to be paid in cash ` - 236 ` 236 Total ` - 1,866 ` 1,866 The Company publishes this financial statement along with the consolidated financial statements. In accordance with Ind AS 108, Operating Segments, the Company has disclosed the segment information in the consolidated financial statements. 36. Events after the reporting period On April 16, 2019, the Board of Directors approved a proposal to buy back up to 323,076,923 equity shares of the Company for an aggregate amount not exceeding ` 105,000 million, being 5.35% of total paid-up equity share capital as at March 31, 2019, at a price of ` 325 per equity share. Subsequently, vide resolution dated June 1, 2019 the shareholders approved the buyback of equity shares through postal ballot/e-voting. The Company will file the draft letter of offer with the Securities and Exchange Board of India in due course for its approval and will open the buyback offer for tendering of shares by the shareholders, following approval from the Securities and Exchange Board of India. The buyback is proposed to be made from all existing shareholders of the Company as on the record date for the buyback, i.e., June 21, 2019, on a proportionate basis under the “tender offer” route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. As per our report of even date attached For and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W- 100018 N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 Azim H Premji Executive Chairman & Managing Director Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 N Vaghul Director Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 206 Standalone Financial Statements under Ind ASWipro Limited Independent Auditor’s Report on Consolidated Financial Statements To The Members of Wipro Limited Basis for Opinion Report on the Audit of the Consolidated Financial Statements Opinion We have audited the accompanying consolidated financial statements of Wipro Limited (“the Company”) and its subsidiaries, (the Company and its subsidiaries together referred to as “the Group”), which comprise the Consolidated Balance Sheet as at March 31, 2019, and the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (herein after referred to as “the Consolidated financial statements”). In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31,2019, consolidated profit, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows for the year ended on that date. We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143 (10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report. Sr. No. Key Audit Matter 1 Accuracy of recognition, measurement, presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 “Revenue from Contracts with Customers” (new revenue accounting standard) The application of the new revenue a c c o u n t i n g s t a n d a r d i n v o l v e s certain key judgements relating to identification of distinct performance o b l i g a t i o n s , d e t e r m i n a t i o n o f transaction price of the identified p e r f o r m a n c e o b l i g a t i o n s , t h e appropriateness of the basis used to measure revenue recognized over Auditor’s Response Principal Audit Procedures We assessed the Group’s process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows: • Evaluated the design of internal controls relating to implementation of the new revenue accounting standard. • Selected a sample of continuing and new contracts, and tested the operating effectiveness of the internal control, relating to identification of the distinct performance obligations and determination of transaction price. We carried out a combination of procedures involving inquiry and observation, reperformance and inspection of evidence in respect of operation of these controls. 207 Consolidated Financial Statements under Ind ASAnnual Report 2018-19Sr. No. Key Audit Matter a period. Additionally, new revenue a c c o u n t i n g s t a n d a rd c o n t a i n s disclosures which involves collation of information in respect of disaggregated revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Refer Note 3 to the Consolidated Financial Statements. Auditor’s Response • Tested the relevant information technology systems’ access and change management controls relating to contracts and related information used in recording and disclosing revenue in accordance with the new revenue accounting standard. • Selected a sample of continuing and new contracts and performed the following procedures among others: • • • • • Read, analysed and identified the distinct performance obligations in these contracts. Compared these performance obligations with that identified and recorded by the Group. Samples in respect of revenue recorded for time and material contracts were tested using a combination of approved time sheets including customer acceptances, subsequent invoicing and historical trend of collections and disputes. In respect of samples relating to fixed price contracts, progress towards satisfaction of performance obligation used to compute recorded revenue was verified with actual and estimated costs from the revenue recognition systems. Sample of revenues disaggregated by type and service offerings were tested with the performance obligations specified in the underlying contracts. • Performed analytical procedures for reasonableness of revenues disclosed by type and service offerings. • We reviewed the collation of information and the logic of the report generated from the revenue recognition system used to prepare the disclosure relating to the periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. Principal Audit Procedures Our audit approach was a combination of test of internal controls and substantive procedures which included the following, among others: • Evaluated the design of internal controls relating to recording of efforts incurred and estimation of efforts required to complete the performance obligations. • Tested the access and application controls pertaining to time recording and allocation systems which prevents unauthorised changes to recording of efforts incurred. • Selected a sample of contracts and through inspection of evidence of performance of these controls, tested the operating effectiveness of the internal controls relating to efforts incurred and estimated. • Selected a sample of contracts and performed a retrospective review of completed efforts and activities with the planned efforts and activities to identify significant variations and verifiedwhether those variations have been considered in estimating the remaining efforts to complete the contract. • Reviewed a sample of contracts with unbilled revenues to identify possible delays in achieving milestones, which require change in estimated efforts to complete the remaining performance obligations. • Performed analytical procedures and test of details for reasonableness of incurred and estimated efforts. 2 Accuracy of revenue recognition in respect of fixed price contracts involves critical estimates. Estimated effort is a critical estimate to determine revenues and liabilities for onerous obligations. This estimate has a high inherent uncertainty as it requires consideration of progress of the contract, efforts incurred till date and efforts required to complete the remaining contract performance obligations. R e f e r N o t e s 3 a n d 2 0 t o t h e Consolidated Financial Statements. 208 Consolidated Financial Statements under Ind ASWipro Limited Sr. No. Key Audit Matter 3 Evaluation of uncertain tax positions. The Group has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Notes 3(xvii) and 35to the Consolidated Financial Statements. Auditor’s Response Principal Audit Procedures Obtained details of completed tax assessments and demands during the year ended March 31, 2019 from management. We involved our internal tax experts to challenge the management’s underlying assumptions in estimating the tax provision and the possible outcome of the disputes. Our internal tax experts also considered legal precedence and other rulings in evaluating management’s position on these uncertain tax positions. Additionally, we considered the effect of new information in respect of uncertain tax positions as at April 1, 2018 to evaluate whether any change was required to management’s position on these uncertainties. Information Other than the Financial Statements and Auditor’s Report Thereon • • • • TheCompany’s Board of Directors are responsible for the other information. The other information comprises the information included in the Board’sreport and the Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Management’s Responsibility for the Consolidated Financial Statements The Company’s Board of Directors areresponsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Company, as aforesaid. In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease operations, or has no realistic alternative but to do so. The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group. Auditor’s Responsibility for the Audit of the Consolidated Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: 209 Consolidated Financial Statements under Ind ASAnnual Report 2018-19• • • • • • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company and its subsidiary companies which are companies incorporated in India, has adequate internal financial controls system in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within Group to express an opinion on the consolidated financial statements. Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the consolidated 210 financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the consolidated financial statements. We communicate with those charged with governance of the Company regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, based on our audit, we report that: a) b) c) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books. T h e C o n s o l i d a te d B a l a n c e S h e e t , t h e Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. Consolidated Financial Statements under Ind ASWipro Limited d) e) f) g) In our opinion, the aforesaid consolidated financial statements comply with the IndAS specified under Section 133 of the Act. On the basis of the written representations received from the directors of the Company as on March 31, 2019 taken on record by the Board of Directors of the Company and its subsidiaries incorporated in India, and the reports of the statutory auditors of its Subsidiary Companies incorporated in India, none of the directors of the Group companies, incorporated in India is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act. With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A” which is based on the auditors’ reports of the company andits subsidiary companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those companies. With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,as amended in our opinion and to the best of our information and according to the explanations given to us: i) ii) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its Subsidiary Companies incorporated in India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm Registration Number: 117366W/W-100018 N. Venkatram Partner Membership number: 71387 Mumbai June 06, 2019 211 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Annexure “A” to the Independent Auditor’s Report (Referred to in paragraph (f)under ‘Report on Other Legal and Regulatory Requirements’section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) In conjunction with our audit of the consolidated financial statements of the Company as of and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting of Wipro Limited (hereinafter referred to as “the Company”) and its subsidiary companies, which are companies incorporated in India,as of that date. Management’s Responsibility for Internal Financial Controls The Board of Directors of the company, and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (“the ICAI”). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective 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 information, as required under the Act. Auditor’s Responsibility Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company, and its subsidiary companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company, and its subsidiary companies which are companies incorporated in India. Meaning of Internal Financial Controls Over Financial Reporting A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur 212 Consolidated Financial Statements under Ind ASWipro Limitedand not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion to the best of our information and according to the explanations given to us, the Company, and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on, theinternal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm Registration Number: 117366W/W-100018 N. Venkatram Partner Membership number: 71387 Mumbai June 06, 2019 213 Consolidated Financial Statements under Ind ASAnnual Report 2018-19Consolidated Balance Sheet (` in millions, except share and per share data, unless otherwise stated) Notes March 31, 2019 As at March 31, 2018 ASSETS Non-current assets Property, plant and equipment Capital work-in-progress Goodwill Other intangible assets Investments accounted for using the equity method Financial assets Investments Derivative assets Trade receivables Other financial assets Deferred tax assets (net) Non-current tax assets (net) Other non-current assets Total non-current assets Current assets Inventories Financial assets Investments Trade receivables Cash and cash equivalents Derivative assets Unbilled receivables Other financial assets Current tax assets (net) Contract assets Other current assets Assets held for sale Total current assets TOTAL ASSETS EQUITY AND LIABILITIES EQUITY Equity share capital Other equity Equity attributable to the equity holders of the Company Non-controlling interest TOTAL EQUITY LIABILITIES Non-current liabilities Financial liabilities Borrowings Derivative liabilities Other financial liabilities Deferred tax liabilities (net) Non-current tax liabilities (net) Other non-current liabilities Provisions Total non-current liabilities Current liabilities Financial liabilities Borrowings Trade payables Derivative liabilities Other financial liabilities Contract liabilities Current tax liabilities (net) Other current liabilities Provisions Liabilities directly associated with assets held for sale Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES The accompanying notes form an integral part of these consolidated financial statements As per our report of even date attached for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W-100018 For and on behalf of the Board of Directors N Vaghul Azim H Premji Director Executive Chairman & Managing Director N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 214 Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 4 5 5 7 7 8 9 10 27 11 12 7 9 13 8 10 11 21 14 15 8 16 27 18 17 15 19 8 16 18 17 21 47,665 21,418 113,220 13,762 1,235 6,916 173 4,373 5,146 5,604 20,603 17,227 257,342 3,951 220,716 100,489 158,529 4,931 22,880 14,611 7,435 15,038 23,086 571,666 240 571,906 829,248 12,068 552,158 564,226 2,637 566,863 28,368 - - 3,384 11,023 3,176 2,084 48,035 68,085 62,660 1,310 29,302 24,768 9,541 7,627 11,057 214,350 - 214,350 262,385 829,248 49,108 13,777 114,046 18,113 1,206 7,668 41 4,446 4,186 6,908 18,349 12,929 250,777 3,370 249,094 100,990 44,925 1,232 42,486 7,429 6,262 - 23,167 478,955 27,201 506,156 756,933 9,048 470,215 479,263 2,410 481,673 45,268 7 7 3,025 9,220 2,432 1,794 61,753 79,598 51,203 2,210 31,369 17,139 9,417 6,656 9,703 207,295 6,212 213,507 275,260 756,933 Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary Consolidated Financial Statements under Ind ASWipro LimitedConsolidated Statement of Profit and Loss (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2019 March 31, 2018 INCOME Revenue from operations Other operating income Other income Total Income EXPENSES Purchases of stock-in-trade Changes in inventories of finished goods and stock-in-trade Employee benefits expense Finance costs Depreciation, amortisation and impairment expense Sub-contracting / technical fees / third party application Facility expenses Travel Communication Marketing and brand building Legal and Professional charges Allowance for lifetime expected credit losses and deferred contract cost Other expenses Total expenses Share of net profit /(loss) of associates accounted for using the equity method Profit before tax Tax expense Current tax Deferred tax Total tax expense Profit for the year Other comprehensive income (OCI) Items that will not be reclassified subsequently to profit or loss: Defined benefit plan actuarial gains/ (losses) Net change in fair value of financial instruments through OCI Income tax relating to items that will not be reclassified to profit or loss Items that will be reclassified to profit or loss: Foreign currency translation differences Translation difference relating to foreign operations Net change in fair value of hedges of net investment in foreign operations Reclassification of foreign currency translation differences to profit and loss on sale of hosted data center services, Workday and Cornerstone OnDemand business Net change in time value of option contracts designated as cash flow hedges Net change in intrinsic value of option contracts designated as cash flow hedges Net change in fair value of forward contracts designated as cash flow hedges Net change in fair value of financial instruments through OCI Income tax relating to items that will be reclassified to profit or loss Total other comprehensive (loss)/income for the year, net of taxes Total comprehensive income for the year Profit for the year attributable to: Equity holders of the Company Non-controlling interest Total comprehensive income for the year attributable to: Equity holders of the Company Non-controlling interest Earnings per equity share: (Equity shares of par value ` 2 each) Basic Diluted Number of shares Basic Diluted 20 21 22 23 24 25 26 27 27 24 27 28 8 8 8 27 29 The accompanying notes form an integral part of these consolidated financial statements As per our report of even date attached for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W-100018 For and on behalf of the Board of Directors N Vaghul Azim H Premji Director Executive Chairman & Managing Director N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 585,845 4,344 26,138 616,327 14,073 (673) 299,774 7,375 19,467 94,725 22,213 17,768 4,561 2,714 4,361 980 13,524 500,862 (43) 115,422 23,649 1,594 25,243 90,179 282 (539) 28 3,015 (287) (4,210) 579 1,014 1,569 (8) (643) 800 90,979 90,037 142 90,179 90,728 251 90,979 14.99 14.95 544,871 - 25,487 570,358 18,434 505 272,223 5,830 21,117 84,437 21,044 17,399 5,353 3,140 4,690 6,565 7,210 467,947 11 102,422 26,334 (3,943) 22,391 80,031 822 (1,165) 160 3,558 (49) - 2 (95) (7,375) (663) 1,678 (3,127) 76,904 80,028 3 80,031 76,885 19 76,904 12.64 12.61 6,007,376,837 6,022,304,367 6,333,391,200 6,344,482,633 Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary 215 Consolidated Financial Statements under Ind ASAnnual Report 2018-19l a t o T - n o N l a t o T r e h t O w o fl h s a C n g i e r o F g n i l l o r t n o c e l b a t u b i r t t a e v i s n e h e r p m o c g n i g d e h y c n e r r u c ) 9 7 2 , 2 ( - 5 2 6 , 2 7 4 0 1 4 , 2 t s e r e t n i e h t f o s r e d l o h y t i u q e o t y n a p m o C 5 1 2 , 0 7 4 ) 9 7 2 , 2 ( - 0 8 7 - - ) 4 1 1 ( 9 3 6 , 5 1 e m o c n i e v r e s e r n o i t a l s n a r t e v r e s e r 6 4 3 , 0 7 4 0 1 4 , 2 6 3 9 , 7 6 4 0 8 7 ) 4 1 1 ( 9 3 6 , 5 1 0 0 8 9 7 1 , 0 9 9 7 9 , 0 9 - 8 2 ) 2 5 ( ) 4 3 4 , 5 ( ) 6 1 0 , 3 ( - - 4 4 9 , 1 2 4 1 9 0 1 1 5 2 - 8 2 ) 2 5 ( - - - - - - - - - - ) 4 3 4 , 5 ( ) 6 1 0 , 3 ( 4 4 9 , 1 - - - - - - - - - - - - - - - - - - - - - - - - 7 3 0 , 0 9 - 1 9 6 8 2 7 , 0 9 ) 7 4 2 ( ) 7 4 2 ( - 9 2 5 , 2 9 2 5 , 2 - ) 1 9 5 , 1 ( ) 1 9 5 , 1 ( - - - - - - - - - - - - - 5 6 5 , 8 2 s u l p r u S d n a s e v r e s e R c i m o n o c e s n o i t p O i s g n n r a e n o i t p m e d e r e v r e s e r i m u m e r p l a i c e p S e r a h S d e n i a t e R l a t i p a C l a t i p a C s e i t i r u c e S e v r e s e r t n e m t s e v n i t n u o c c A - e r e n o Z i g n d n a t s t u O e v r e s e r e v r e s e r e r a h S y e n o m i g n d n e p t n e m t o l l a n o i t a c i l p p a y t i u q e r e h t O s r a l u c i t r a P 2 7 7 , 1 7 4 3 , 9 4 4 1 8 7 9 3 1 , 1 1 7 8 ^ 8 1 0 2 , 1 l i r p A t a s a e c n a l a B - ) 9 7 2 , 2 ( - - - d n I f o n o i t p o d a n o t n e m t s u d A j 5 1 1 S A 2 7 7 , 1 8 6 0 , 7 4 4 1 8 7 9 3 1 , 1 1 7 8 , 1 l i r p A t a s a s e c n a l a b d e t s u d A j 8 3 9 , 1 6 ) 5 6 5 ( 5 6 5 - - - ) 8 2 5 ( - - - - - - 7 3 0 , 0 9 7 3 0 , 0 9 - - - ) 4 3 4 , 5 ( - - - - - - - ) 4 5 4 , 1 ( ) 7 6 7 ( ) 5 6 5 , 8 2 ( - - - - - - - - - - - - - - - - - - - - 8 2 5 ) 5 9 7 ( - - - - - - - - - - - - - ^ r o f e m o c n i e v i s n e h e r p m o c l a t o T e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t e s i c r e x e n o s e r a h s y t i u q e f o e u s s I s n o i t p o f o i y r a d i s b u s n i l o r t n o c f o s s o L l a t i p a c f o n o i s u f n I r a e y e h t r o f t fi o r P 8 1 0 2 c i m o n o c e l a i c e p s o t d e r r e f s n a r T e v r e s e r t n e m t s e v n i - e r e n o z s e r a h s y t i u q e f o e u s s i s u n o B t s u r t d e l l o r t n o c y b s e r a h s f o e u s s I * s n o i t p o f o e s i c r e x e n o t n e m y a p d e s a b e r a h s e e y o l p m e o t d e t a l e r t s o c n o i t a s n e p m o C 9 1 0 2 , 1 3 h c r a M t a s a e c n a l a B ) n o e r e h t x a t d n e d i v i d i i g n d u l c n i ( d a p d n e d i v i d h s a C 5 9 7 , 4 5 5 7 3 6 , 2 8 5 1 , 2 5 5 3 3 5 5 1 4 , 2 8 4 0 , 4 1 5 6 5 , 8 2 7 1 6 , 2 3 2 2 , 2 0 5 4 1 9 3 1 , 1 4 0 6 d e l l o r t n o c e h t y b d e r r e f s n a r t n e e b e v a h s e r a h s 5 7 7 , 1 5 3 , 4 d n a 3 8 1 , 9 9 5 , 2 . t s u r t d e l l o r t n o c a y b y l e v i t c e p s e r , 8 1 0 2 d n a 9 1 0 2 , 1 3 h c r a M t a s a d l e h s e r a h s y r u s a e r t 6 1 2 , 7 9 0 , 3 2 d n a 3 5 8 , 3 5 3 , 7 2 s e d u l c n I * . y l e v i t c e p s e r 8 1 0 2 d n a 9 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t g n i r u d s n o i t p o f o e s i c r e x e n o s e e y o l p m e e l b i g i l e o t t s u r t 9 1 0 2 , 1 3 h c r a M t a s a e c n a l a B l a t i p a c e r a h s y t i u q e n i e g n a h C 8 1 0 2 , 1 l i r p A t a s a e c n a l a B 8 6 0 , 2 1 0 2 0 , 3 8 4 0 , 9 8 1 0 2 , 1 3 h c r a M t a s a e c n a l a B l a t i p a c e r a h s y t i u q e n i e g n a h C 7 1 0 2 , 1 l i r p A t a s a e c n a l a B 8 4 0 , 9 7 8 1 , 4 1 6 8 , 4 Y T I U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( 216 l a t i p a c e r a h s y t i u q E Consolidated Financial Statements under Ind ASWipro Limited Y T I U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( l a t o T - n o N l a t o T r e h t O w o fl h s a C n g i e r o F l a i c e p S e r a h S d e n i a t e R l a t i p a C g n i l l o r t n o c e l b a t u b i r t t a e v i s n e h e r p m o c g n i g d e h y c n e r r u c c i m o n o c e s n o i t p O i s g n n r a e n o i t p m e d e r l a t i p a C e v r e s e r s e i t i r u c e S e r a h S i m u m e r p n o i t a c i l p p a t s e r e t n i y t i u q e o t f o s r e d l o h y n a p m o C e h t e v r e s e r t n e m t s e v n i t n u o c c A e v r e s e r e m o c n i e v r e s e r n o i t a l s n a r t - e r e n o Z i g n d n a t s t u O e v r e s e r e v r e s e r y e n o m i g n d n e p t n e m t o l l a s u l p r u S d n a s e v r e s e R s r a l u c i t r a P 5 5 5 , 3 5 6 0 , 7 8 4 4 9 9 3 1 , 1 0 4 5 1 3 0 , 0 8 ) 7 2 1 , 3 ( 4 0 9 , 6 7 ) 9 8 7 ( 5 0 8 7 8 6 ) 2 1 3 ( ) 6 6 8 , 4 ( ) 0 0 0 , 0 1 1 ( ) 0 2 4 , 5 ( - - 4 8 3 , 1 3 6 1 9 1 - - - - - - - - - - 8 2 0 , 0 8 ) 3 4 1 , 3 ( 5 8 8 , 6 7 ) 9 8 7 ( 5 0 8 7 8 6 ) 2 1 3 ( ) 6 6 8 , 4 ( ) 0 0 0 , 0 1 1 ( ) 0 2 4 , 5 ( - - 4 8 3 , 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) 6 1 6 ( ) 6 1 6 ( - ) 0 2 0 , 6 ( ) 0 2 0 , 6 ( - 3 9 4 , 3 3 9 4 , 3 2 3 2 , 4 1 5 1 9 3 , 2 1 4 8 , 1 1 5 6 9 3 , 1 6 0 9 , 5 6 4 1 , 2 1 5 2 6 , 2 7 4 0 1 4 , 2 5 1 2 , 0 7 4 0 8 7 ) 4 1 1 ( 9 3 6 , 5 1 - - - - - - - - - - - - - ) 7 3 0 , 0 2 ( 7 3 0 , 0 2 - - - - - - - - - - 8 2 0 , 0 8 - 8 2 0 , 0 8 ) 2 8 1 , 1 ( - ) 1 7 9 , 1 ( 2 8 1 , 1 - - - - - - - - - - - - ) 2 1 3 ( ) 6 6 8 , 4 ( ) 4 4 3 , 8 0 1 ( - 7 8 6 ) 0 2 4 , 5 ( 7 3 0 , 0 2 ) 7 3 0 , 0 2 ( - - - - - - - - - - - - - - - - - 7 8 9 , 1 - ) 6 5 6 , 1 ( - - - - - - ^ - - - - - - - - - - - - ^ e m o c n i e v i s n e h e r p m o c l a t o T e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f d e l l o r t n o c y b s e r a h s f o e u s s I s n o i t p o f o e s i c r e x e n o t s u r t n o s e r a h s y t i u q e f o e u s s I s n o i t p o f o e s i c r e x e s e r a h s y t i u q e f o e u s s i s u n o B s e r a h s y t i u q e f o k c a b y u B o t d e t a l e r t s o c n o i t c a s n a r T k c a b y u b l a t i p a C o t d e r r e f s n a r T t n a u s r u p e v r e s e R n o i t p m e d e R k c a b y u B o t g n i d u l c n i ( d i a p d n e d i v i D h s a C ) n o e r e h t x a t d n e d i v i d l a i c e p s m o r f d e r r e f s n a r T t n e m t s e v n i - e r e n o z c i m o n o c e n o i t a s i l i t u n o e v r e s e r c i m o n o c e l a i c e p s o t d e r r e f s n a r T e v r e s e r t n e m t s e v n i - e r e n o z o t d e t a l e r t s o c n o i t a s n e p m o C t n e m y a p d e s a b e r a h s e e y o l p m e 8 1 0 2 , 1 3 h c r a M t a s a e c n a l a B 7 1 0 2 , 1 l i r p A t a s a e c n a l a B r a e y e h t r o f t fi o r P 1 ` n a h t s s e l s i e u l a V ^ 0 7 3 , 1 4 1 2 7 7 , 1 7 4 3 , 9 4 4 1 8 7 9 3 1 , 1 1 7 8 a l a w h c u m e e N Z i l a d b A i r e c fi f O e v i t u c e x E f e h C i r o t c e r i D e v i t u c e x E & y r a t e r c e S y n a p m o C n a h K a l l u a n a S M l u h g a V N r o t c e r i D l a l a D a r d n a h c n i v a r P n i t a J n a m r i a h C e v i t u c e x E r o t c e r i D g n i g a n a M & i j m e r P H m i z A r e c fi f O l a i c n a n F f e h C i i 9 1 0 2 , 6 0 e n u J u r u l a g n e B / 8 1 0 0 0 1 - W W 6 6 3 7 1 1 : o N n o i t a r t s i g e R s ’ m r i F i P L L s l l e S & s n k s a H e t t i o l e D r o f s t n a t n u o c c A d e r e t r a h C 7 8 3 1 7 . o N p h s r e b m e M i 9 1 0 2 , 6 0 e n u J i a b m u M m a r t a k n e V . N r e n t r a P 217 s r o t c e r i D f o d r a o B e h t f o f l a h e b n o d n a r o F d e h c a t t a e t a d n e v e f o t r o p e r r u o r e p s A s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a m r o f s e t o n g n i y n a p m o c c a e h T s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a m r o f s e t o n g n i y n a p m o c c a e h T Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Consolidated Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) For the year ended March 31, 2019 March 31, 2018 90,179 80,031 Cash flows from operating activities: Profit for the year Adjustments to reconcile the profit for the year to net cash generated from operating activities: (Gain) / loss on sale of property, plant and equipment and intangible assets, net Depreciation, amortisation and impairment expense Unrealised exchange loss, net Gain on sale of investments, net Share based compensation expense Share of net (profit) /loss of associates accounted for using the equity method Income tax expense Dividend and interest (income)/expenses, net, gain from investments Gain from sale of hosted data center services, Workday and Cornerstone OnDemand business and loss of control in subsidiary Other non cash items Changes in operating assets and liabilities; net of effects from acquisitions: Trade receivables Unbilled receivables and Contract assets Inventories Other assets Trade payables, other liabilities and provisions Contract liabilities Cash generated from operating activities before taxes Income taxes paid, net Net cash generated from operating activities Cash flows from investing activities: Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of investments Proceeds from sale of investments Proceeds from sale of hosted data center services business and loss of control in subsidiary, net of related expenses and cash Payment for business acquisitions including deposits and escrow, net of cash acquired Interest received Dividend received Net cash generated from investing activities Cash flows from financing activities: Proceeds from issuance of equity shares/shares pending allotment Repayment of borrowings Proceeds from borrowings Payment for deferred contingent consideration in respect of business combination Payment for buyback of shares including transaction cost Interest paid on borrowings Payment of cash dividend (including dividend tax thereon) Net cash used in financing activities (309) 19,467 (546) - 1,938 43 25,243 (17,371) (4,344) - 1,392 4,580 (566) (6,909) 20,844 7,824 141,465 (25,149) 116,316 (22,781) 1,940 (930,614) 954,954 26,103 - 20,163 361 50,126 4 (104,039) 65,161 (265) - (4,796) (5,434) (49,369) 117,073 526 40,926 158,525 (334) 21,117 4,794 (5,978) 1,347 11 22,391 (14,569) - 4,405 (9,735) 2,192 545 (111) 4,499 1,733 112,338 (28,105) 84,233 (21,870) 1,171 (782,475) 830,448 - (6,652) 14,347 609 35,578 24 (155,254) 144,271 (164) (110,312) (3,123) (5,420) (129,978) (10,167) 375 50,718 40,926 Net increase/ (decrease) in cash and cash equivalents during the year Effect of exchange rate changes on cash and cash equivalents Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year (Note 13) Total taxes paid amounted to ` 25,149 and ` 28,105 for the year ended March 31, 2019 and 2018, respectively. Refer Note 15 for supplementary information on cash flow statement The accompanying notes form an integral part of these consolidated financial statements As per our report of even date attached for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W-100018 For and on behalf of the Board of Directors N Vaghul Azim H Premji Director Executive Chairman & Managing Director N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 218 Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru June 06, 2019 Abidali Z Neemuchwala Chief Executive Officer & Executive Director M Sanaulla Khan Company Secretary Consolidated Financial Statements under Ind ASWipro LimitedNotes to the consolidated financial statements (` in millions, except share and per share data, unless otherwise stated) 1. The Company overview Wipro Limited (“Wipro” or the “Parent Company”), together with its subsidiaries and controlled trusts (collectively, “the Company” or the “Group”) is a global information technology (IT), consulting and business process services (BPS) company. Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035, Karnataka, India. Wipro has its primary listing with BSE Ltd. (Bombay Stock Exchange) and National Stock Exchange of India Ltd. The Company’s American Depository Shares representing equity shares are also listed on the New York Stock Exchange. up precisely to the totals and percentages may not precisely reflect the absolute figures. Previous year figures have been regrouped/re-arranged, wherever necessary. (ii) Basis of measurement The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant Ind AS:- a. Derivative financial instruments; b. Financial instruments classified as fair value through other comprehensive income or fair value through profit or loss; These consolidated financial statements were authorised for issue by the Board of Directors on June 6, 2019. c. The defined benefit asset/ (liability) is recognised as the present value of defined benefit obligation less fair value of plan assets; and 2. Basis of preparation of consolidated financial d. Contingent consideration. statements (i) Statement of compliance and basis of preparation The consolidated financial statements are prepared in accordance with Indian Accounting Standards (“Ind AS”), the provisions of the Companies Act, 2013 (“the Companies Act”), as applicable and guidelines issued by the Securities and Exchange Board of India (“SEBI”). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been applied consistently to all periods presented in these financial statements except for new accounting standards adopted by the company. The consolidated financial statements correspond to the classification provisions contained in Ind AS 1, “Presentation of Financial Statements”. For clarity, various items are aggregated in the statements of profit and loss and balance sheet. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable. All amounts included in the consolidated financial statements are reported in Indian rupees (` in millions) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add (iii) Use of estimates and judgment The preparation of the consolidated financial statements in conformity with Ind AS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognised in the consolidated financial statements are included in the following notes: a) Revenue recognition: The Company applies judgement to determine whether each product or services promised to a customer are capable of being distinct, and are distinct in the context of the contract, if not, the promised product or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligation deliverables based on their relative stand-alone selling price. In cases where the Company is 219 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 unable to determine the stand-alone selling price the company uses expected cost-plus margin approach in estimating the stand- alone selling price. The Company uses the percentage of completion method using the input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, revenue recognised, profit and timing of revenue for remaining performance obligations are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable. Volume discounts are recorded as a reduction of revenue. When the amount of discount varies with the levels of revenue, volume discount is recorded based on estimate of future revenue from the customer Impairment testing: Goodwill and intangible assets with infinite useful life recognised on business combination are tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the asset or the cash generating unit to which these pertain is less than the carrying value. The recoverable amount of the asset or the cash generating units is higher of value-in-use and fair value less cost of disposal. The calculation of value in use of a cash generating unit involves use of significant estimates and assumptions which includes turnover, growth rates and net margins used to calculate projected future cash flows, risk- adjusted discount rate, future economic and market conditions. Income taxes: The major tax jurisdictions for the Company are India and the United States of America. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. d) Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry- forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced. e) Business combination: In accounting for business combinations, judgment is required in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable assets (including useful life estimates) and liabilities acquired, and contingent consideration assumed involves management judgment. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments, estimates, and assumptions can materially affect the results of operations. f) Defined benefit plans and compensated absences: The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligations are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. g) Expected credit losses on financial assets: The impairment provisions of financial assets and contract assets are based on assumptions about risk of default and expected timing of collection. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history of collections, b) c) 220 Consolidated Financial Statements under Ind ASWipro Limited customer’s creditworthiness, existing market conditions as well as forward looking estimates at the end of each reporting period. hedging instruments designated as cash flow hedges involves significant estimates relating to the occurrence of forecast transaction. h) Measurement of fair value of non-marketable equity investments: These instruments are initially recorded at cost and subsequently measured at fair value. Fair value of investments is determined using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financial rounds and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable company sizes, growth rates, and development stages. The income approach includes the use of discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available historical and forecast data. i) j) Useful lives of property, plant and equipment: The Company depreciates property, plant and equipment on a straight-line basis over estimated useful lives of the assets. The charge in respect of periodic depreciation is derived based on an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. The estimated useful life is reviewed at least annually. Useful lives of intangible assets: The Company amortises intangible assets on a straight-line basis over estimated useful lives of the assets. The useful life is estimated based on a number of factors including the effects of obsolescence, demand, competition and other economic factors such as the stability of the industry and known technological advances and the level of maintenance expenditures required to obtain the expected future cash flows from the assets. The estimated useful life is reviewed at least annually. k) Other estimates: The share-based compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. Fair valuation of derivative 3. Significant accounting policies (i) Basis of consolidation Subsidiaries and controlled trusts The Company determines the basis of control in line with the requirements of Ind AS 110, Consolidated Financial Statements. Subsidiaries and controlled trusts are entities controlled by the Group. The Group controls an entity when the parent has power over the entity, it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries and controlled trusts are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. Non-controlling interest Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Company’s equity. The interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition to acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interest is the amount of those interests at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interest having a deficit balance. Investments accounted for using the equity method Investments accounted for using the equity method are entities in respect of which, the Company has significant influence, but not control, over the financial and operating policies. Generally, a Company has a significant influence if it holds between 20 and 50 percent of the voting power of another entity. Investments in such entities are accounted for using the equity method and are initially recognised at cost. The carrying amount of investment is increased/ decreased to recognised investors share of profit or loss of the investee after the acquisition date. Non-current assets and disposal groups held for sale Assets of disposal groups that is available for 221 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 immediate sale and where the sale is highly probable of being completed within one year from the date of classification are considered and classified as assets held for sale. Non-current assets and disposal groups held for sale are measured at the lower of carrying amount and fair value less costs to sell. (ii) Functional and presentation currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). These consolidated financial statements are presented in Indian rupees, which is the functional currency of the Company. differences arising, if any, are recognised in other comprehensive income and held in foreign currency translation reserve (FCTR), a component of equity, except to the extent that the translation difference is allocated to non- controlling interest. When a foreign operation is disposed of, the relevant amount recognised in FCTR is transferred to the consolidated statement of profit and loss as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange rate prevailing at the reporting date. (iii) Foreign currency transactions and translation c) Others a) Transactions and balances Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit and loss and reported within foreign exchange gains/(losses), net, within results of operating activities except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Gains/(losses), net, relating to translation or settlement of borrowings denominated in foreign currency are reported within finance costs. Non-monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on non- monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments measured at fair value through other comprehensive income are included in other comprehensive income, net of taxes. b) Foreign operations For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have a functional currency other than Indian rupees are translated into Indian rupees using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange Foreign currency differences arising on the translation or settlement of a financial liability designated as a hedge of a net investment in a foreign operation are recognised in other comprehensive income and presented within equity in the FCTR to the extent the hedge is effective. To the extent the hedge is ineffective, such differences are recognised in the consolidated statement of profit and loss. When the hedged part of a net investment is disposed of, the relevant amount recognised in FCTR is transferred to the consolidated statement of profit and loss as part of the profit or loss on disposal. Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognised in FCTR. (iv) Financial instruments A) Non-derivative financial instruments: Non derivative financial instruments consist of: • financial assets, which include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, investments in equity and debt securities and eligible current and non-current assets; Financial assets are derecognised when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognised only when the Company has not retained control over the financial asset. 222 Consolidated Financial Statements under Ind ASWipro Limited • financial liabilities, which include long and short- term loans and borrowings, bank overdrafts, trade payables, eligible current and non-current liabilities. Non derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, non-derivative financial instruments are measured as described below: a. Cash and cash equivalents The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. In the consolidated balance sheet, bank overdrafts are presented under borrowings within current liabilities. b. Investments Financial instruments measured at amortised cost: Debt instruments that meet the following criteria are measured at amortised cost (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition): • • the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Financial instruments measured at fair value through other comprehensive income (FVTOCI): Debt instruments that meet the following criteria are measured at fair value through other comprehensive income (FVTOCI) (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition): • the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling the financial asset; and • the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Interest income is recognised in the consolidated statement of profit and loss for FVTOCI debt instruments. Other changes in fair value of FVTOCI financial assets are recognised in other comprehensive income. When the investment is disposed of, the cumulative gain or loss previously accumulated in reserves is transferred to the consolidated statement of profit and loss. Financial instruments measured at fair value through profit or loss (FVTPL): Instruments that do not meet the amortised cost or FVTOCI criteria are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognised in consolidated statement of profit and loss. The gain or loss on disposal is recognised in the consolidated statement of profit and loss. Interest income is recognised in the consolidated statement of profit and loss for FVTPL debt instruments. Dividend on financial assets at FVTPL is recognised when the Group’s right to receive dividend is established. Investments in equity instruments designated to be classified as FVTOCI: The Company carries certain equity instruments which are not held for trading. The Company has elected the FVTOCI irrevocable option for these instruments. Movements in fair value of these investments are recognised in other comprehensive income and the gain or loss is not transferred to consolidated statement of profit and loss on disposal of these investments. Dividends from these investments are recognised in the consolidated statement of profit and loss when the Company’s right to receive dividends is established. c. Other financial assets: Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. These are initially recognised at fair value and subsequently 223 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 measured at amortised cost using the effective interest method, less any impairment losses. These comprise trade receivables, unbilled revenues and other assets. d. Trade and other payables Trade and other payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short term maturity of these instruments. Contingent consideration recognised in the business combination is subsequently measured at fair value through profit or loss. B) Derivative financial instruments The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency. The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is primarily a bank. Derivatives are recognised and measured at fair value. Attributable transaction costs are recognised in consolidated statement of profit and loss as cost. Subsequent to initial recognition, derivative financial instruments are measured as described below: a. Cash flow hedges Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised in other comprehensive income and held in cash flow hedging reserve, net of taxes, a component of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in the consolidated statement of profit and loss and reported within foreign exchange gains/ (losses), net within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognised in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognised in the cash flow hedging reserve is transferred to the consolidated statement 224 of profit and loss upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognised in the consolidated statement of profit and loss. b. Hedges of net investment in foreign operations The Company designates derivative financial instruments as hedges of net investments in foreign operations. The Company has also designated a foreign currency denominated borrowing as a hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as a hedge of net investment in foreign operations are recognised in other comprehensive income and presented within equity in the FCTR to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognised in the consolidated statement of profit and loss and reported within foreign exchange gains/(losses), net within results from operating activities. c. Others Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor hedges of net investment in foreign operations are recognised in the consolidated statement of profit and loss and reported within foreign exchange gains/(losses), net within results from operating activities. Changes in fair value and gains/(losses), net, on settlement of foreign currency derivative instruments relating to borrowings, which have not been designated as hedges are recorded in finance costs. C) Derecognition of financial instruments The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognised from the group’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires. (v) Equity and share capital a) Share capital and Securities premium reserve The authorised share capital of the Company as at Consolidated Financial Statements under Ind ASWipro Limited March 31, 2019 is `25,274 divided into 12,504,500,000 equity shares of `2 each, 25,000,000 preference shares of `10 each and 150,000 10% optionally convertible cumulative preference shares of `100 each. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as Securities premium reserve. Every holder of the equity shares, as reflected in the records of the Company as of the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting. b) Shares held by controlled trust (Treasury shares) The Company’s equity shares held by the controlled trust, which is consolidated as a part of the Group are classified as Treasury shares. The Company has 27,353,853 and 23,097,216 treasury shares as at March 31, 2019 and 2018, respectively. Treasury shares are recorded at acquisition cost. h) Foreign currency translation reserve (FCTR) The exchange differences arising from the translation of financial statements of foreign subsidiaries, differences arising from translation of long-term inter-company receivables or payables relating to foreign operations settlement of which is neither planned nor likely in the foreseeable future, changes in fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognised in other comprehensive income, net of taxes and presented within equity in the FCTR. i) Cash flow hedging reserve Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognised in other comprehensive income (net of taxes), and presented within equity as cash flow hedging reserve. c) Capital Reserve j) Other reserves Capital Reserve amounting to `1,139 (March 31, 2018: ` 1,139) is not freely available for distribution. d) Capital Redemption Reserve Capital Redemption Reserve amounting to ` 14 (March 31, 2018: ` 781) is not freely available for distribution. e) Retained earnings Retained earnings comprises of the Company’s undistributed earnings after taxes which is not freely available for distribution. f) Share options outstanding account The Share options outstanding account is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in share options outstanding account are transferred to securities premium reserve upon exercise of stock options and restricted stock unit options by employees. g) Special Economic Zone Re-Investment reserve The Special Economic Zone Re-Investment Reserve has been created out of profit of eligible SEZ units as per provisions of section 10AA (1)(ii) of the Income– tax Act, 1961 for acquiring new plant and machinery. The reserve has also been utilised for other business purposes of SEZ units as per provisions of section 10AA of the Income-tax Act, 1961 till the time the said reserve is utilised completely for the purposes of purchasing new plant and machinery. This reserve is not freely available for distribution Changes in the fair value of financial instruments measured at fair value through other comprehensive income and actuarial gains and losses on defined benefit plans are recognised in other comprehensive income (net of taxes), and presented within equity in other reserves. k) Dividend A final dividend, including tax thereon, on common stock is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors. l) Buyback of equity shares The buyback of equity shares and related transaction costs are recorded as a reduction of free reserves. Further, capital redemption reserves is created as an apportionment from retained earnings. (vi) Property, plant and equipment a) Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. General and specific borrowing costs directly attributable to the construction of a qualifying asset are capitalised as part of the cost. Capital work-in-progress are measured at cost less accumulated impairment losses, if any. 225 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 b) Depreciation b) Goodwill The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortised over the shorter of estimated useful life of the asset or the related lease term. Term licenses are amortised over their respective contract term. Freehold land is not depreciated. The estimated useful life of assets are reviewed and where appropriate are adjusted, annually. The estimated useful lives of assets are as follows: Category Buildings Plant and machinery Computer equipment and software Furniture, fixtures and equipment Vehicles Useful life 28 to 40 years 5 to 21 years 2 to 7 years 3 to 10 years 4 to 5 years When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalised only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. The cost of property, plant and equipment not available for use before such date are disclosed under capital work-in-progress. (vii) Business combination, Goodwill and Intangible assets a) Business combination The excess of the cost of an acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities is recognised as goodwill. If the excess is negative, a bargain purchase gain is recognised in equity as capital reserve. Goodwill is measured at cost less accumulated impairment (if any). Goodwill associated with disposal of an operation that is part of cash-generating unit is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained, unless some other method better reflects the goodwill associated with the operation disposed of. c) Intangible assets Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The amortisation of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and is included in selling and marketing expenses in the consolidated statement of profit and loss. The estimated useful life of amortisable intangibles are reviewed and where appropriate are adjusted, annually. The estimated useful lives of the amortisable intangible assets for the current and comparative periods are as follows: Category Customer-related intangibles Marketing related intangibles Useful life 5 to 15 years 3 to 5 years Business combinations are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed, and equity instruments issued at the date of exchange by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognised in the consolidated statement of profit and loss. (viii) Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is, or contains a lease if, fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. a) Arrangements where the Company is the lessee Leases of property, plant and equipment, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charge and the 226 Consolidated Financial Statements under Ind ASWipro Limited outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognised in the consolidated statement of profit and loss on a straight-line basis over the lease term. b) Arrangements where the Company is the lessor In certain arrangements, the Company recognises revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognises unearned income as finance income over the lease term using the effective interest method. (ix) Inventories Inventories are valued at lower of cost and net realisable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. (x) Impairment A) Financial assets The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, debt instruments classified as FVTOCI, trade receivables, lease receivables, contract assets and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using the effective interest rate. Loss allowances for trade receivables and lease receivables are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes in to account risk profiling of customers and historical credit loss experience adjusted for forward looking information. For other financial assets, expected credit loss is measured at the amount equal to twelve months expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime expected credit loss. B) Non-financial assets The Company assesses long-lived assets such as property, plant and equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets. The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows. FVLCD of a cash generating unit is computed using turnover and earnings multiples. If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the consolidated statement of profit and loss. If at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognised are reversed such that the asset is recognised at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognised initially. Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash-generating unit or groups of cash -generating units which represents the lowest level at which goodwill is monitored for internal management purposes. An impairment in respect of goodwill is not reversed. (xi) Employee benefits Post-employment and pension plans The Group participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks are borne by the employee. The expenditure for defined contribution plans is recognised as an expense during the period when the employee provides service. Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to the employees. The 227 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 related actuarial and investment risks are borne by the Company. The present value of the defined benefit obligations is calculated by an independent actuary using the projected unit credit method. Remeasurement comprising actuarial gains or losses and the return on plan assets (excluding interest) are immediately recognised in other comprehensive income, net of taxes and permanently excluded from profit or loss. Instead net interest recognised in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognised as part of re-measurement of net defined liability or asset through other comprehensive income, net of taxes. The Company has the following employee benefit plans: a. Provident fund Employees receive benefits from a provident fund, which is a defined benefit plan. The employer and employees each make periodic contributions to the plan. A portion of the contribution is made to the approved provident fund trust managed by the Company while the remainder of the contribution is made to the government administered pension fund. The contributions to the trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets based on the government specified minimum rates of return. Company can no longer withdraw the offer of those benefits. e. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit- sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. f. Compensated absences The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilised accumulating compensated absences and utilise it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognises accumulated compensated absences based on actuarial valuation using the projected unit credit method. Non-accumulating compensated absences are recognised in the period in which the absences occur. b. Superannuation (xii) Share based payment transactions Superannuation plan, a defined contribution scheme is administered by third party fund managers. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. c. Gratuity In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by third party fund managers. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognises actuarial gains and losses in other comprehensive income, net of taxes. d. Termination benefits Termination benefits are expensed when the 228 Selected employees of the Company receive remuneration in the form of equity settled instruments, for rendering services over a defined vesting period and for company’s performance- based stock options over the defined period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recognised in the consolidated statement of profit and loss with a corresponding increase to the share options outstanding account, a component of equity. The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortisation). The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. Consolidated Financial Statements under Ind ASWipro Limited (xiii) Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. Provisions for onerous contracts are recognised when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract. (xiv) Revenue The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process services, sale of IT and other products. Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To recognise revenues, the Company apply the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognise revenues when a performance obligation is satisfied. At contract inception, the Company assesses its promise to transfer products or services to a customer to identify separate performance obligations. The Company applies judgement to determine whether each product or services promised to a customer are capable of being distinct, and are distinct in the context of the contract, if not, the promised product or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligation based on their relative stand- alone selling price or residual method. Stand-alone selling prices are determined based on sale prices for the components when it is regularly sold separately, in cases where the Company is unable to determine the stand-alone selling price the Company uses third-party prices for similar deliverables or the company uses expected cost-plus margin approach in estimating the stand-alone selling price. For performance obligations where control is transferred over time, revenues are recognised by measuring progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the promised products or services to be provided. The method for recognising revenues and costs depends on the nature of the services rendered: A. Time and materials contracts Revenues and costs relating to time and materials are recognised as the related services are rendered. B. Fixed-price contracts i. Fixed-price development contracts Revenues from fixed-price contracts, including software development, and integration contracts, where the performance obligations are satisfied over time, are recognised using the “percentage-of- completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a direct relationship between input and productivity. If the Company is not able to reasonably measure the progress of completion, revenue is recognised only to the extent of costs incurred for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognised in the consolidated statement of profit and loss in the period in which such losses become probable based on the current contract estimates as an onerous contract provision. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets primarily relate to unbilled amounts on fixed-price development contracts and are classified as non-financial asset as the contractual right to consideration is dependent on completion of contractual milestones. A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. 229 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Unbilled revenue on other than fixed price development contracts are classified as a financial asset where the right to consideration is unconditional upon passage of time ii. Maintenance contracts Revenues related to fixed-price maintenance, testing and business process services are recognised based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognised as the service is performed using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period, revenue is recognised on a straight-line basis over the specified period unless some other method better represents the stage of completion. In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognised with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilised by the customer is recognised as revenue on completion of the term. iii. Volume based contracts Revenues and costs are recognised as the related services are rendered. C. Products Revenue on product sales are recognised when the customer obtains control of the specified asset. D. Others • • Any change in scope or price is considered as a contract modification. The Company accounts for modifications to existing contracts by assessing whether the services added are distinct and whether the pricing is at the stand-alone selling price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the stand-alone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the stand-alone selling price. The Company accounts for variable considerations like, volume discounts, rebates and pricing incentives to customers as reduction of revenue on a systematic and rational basis over the period of the contract. The Company estimates an amount of such variable consideration using expected value method or the single most likely 230 • • • • • • amount in a range of possible consideration depending on which method better predicts the amount of consideration to which the Company may be entitled. Revenues are shown net of allowances/ returns sales tax, value added tax, goods and services tax and applicable discounts and allowances. The Company accrues the estimated cost of warranties at the time when the revenue is recognised. The accruals are based on the Company’s historical experience of material usage and service delivery costs. Incremental costs that relate directly to a contract and incurred in securing a contract with a customer are recognised as an asset when the Company expects to recover these costs and amortised over the contract term. The Company recognises contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated contract, the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the costs are expected to be recovered. The asset so recognised is amortised on a systematic basis consistent with the transfer of goods or services to customer to which the asset relates. The Company assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, the Company does not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The Company may enter into arrangements with third party suppliers to resell products or services. In such cases, the Company evaluates whether the Company is the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, the Company first evaluates whether the Company controls the good or service before it is transferred to the customer. If Company controls the good or service before it is transferred to the customer, Company is the principal; if not, the Company is the agent. (xv) Finance costs Finance costs comprises interest cost on borrowings, gains or losses arising on re-measurement of financial assets measured at FVTPL, gains/ (losses), Consolidated Financial Statements under Ind ASWipro Limited net, on translation or settlement of foreign currency borrowings and changes in fair value and gains/ (losses), net, on settlement of related derivative instruments. Borrowing costs that are not directly attributable to a qualifying asset are recognised in the consolidated statement of profit and loss using the effective interest method. (xvi) Finance and other income Finance and other income comprise interest income on deposits, dividend income and gains / (losses) on disposal of investments. Interest income is recognised using the effective interest method. Dividend income is recognised when the right to receive payment is established. (xvii) Income tax Income tax comprises current and deferred tax. Income tax expense is recognised in the consolidated statement of profit and loss except to the extent it relates to a business combination, or items directly recognised in equity or in other comprehensive income. a) Current income tax Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amounts are those that are enacted or substantively enacted as at the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognised amounts and where it intends either to settle on a net basis, or to realise the asset and liability simultaneously. b) Deferred income tax Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction. Deferred income tax assets are recognised to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences that is expected to reverse within the tax holiday period, taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously. (xviii) Earnings per share Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where the results would be anti-dilutive. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any splits and bonus shares issues including for change effected prior to the approval of the consolidated financial statements by the Board of Directors. (xix) Cash flow statement Cash flow are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash from operating, investing and financing 231 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 activities of the Company are segregated. receivables. The amendment to Ind AS 7, require entities to provide disclosures about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). The adoption of Ind AS 115, did not have any material impact on the consolidated statement of profit and loss and earnings per share for year ended March 31, 2019. A. Contract Asset and Liabilities (xx) Assets held for sale Sale of business is classified as held for sale, if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The condition for classification as held for sale is met when disposal business is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as held for sale. (xxi) Discontinued operations A discontinued operation is a component of the Company’s business that represents a separate line of business that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the operation meets the criteria to be classified as held for sale. (xxii) Disposal of assets The gain or loss arising on disposal or retirement of assets are recognised in the consolidated statement of profit and loss. New Accounting standards adopted by the Company: Ind AS 115- Revenue from Contract with Customers On April 1, 2018, the Company adopted Ind AS 115, “Revenue from Contracts with Customers” using the cumulative catch-up transition method applied to contracts that were not completed as at April 1, 2018. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The adoption of the new standard has resulted in a reduction of ` 2,279 in opening retained earnings, primarily relating to certain contract costs because these do not meet the criteria for recognition as costs to fulfil a contract. On account of adoption of Ind AS 115, unbilled revenues pertaining to fixed price development contracts of ` 15,038 as at March 31, 2019, has been considered as non-financial Contract assets, which are billable on completion of milestones specified in the contracts. Unbilled revenues ` 22,880 which are billable based on passage of time has been classified as unbilled The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. For example, the company recognises a receivable for revenues related to time and materials contracts or volume-based contracts. The Company present such receivables as part of unbilled receivables at their net estimated realisable value. Contract liabilities: During the year ended March 31, 2019, the Company recognised revenue of ` 14,570 arising from opening unearned revenue as at April 1, 2018. Contract Assets: During the year ended March 31, 2019, ` 13,558 of unbilled revenue pertaining to fixed-price development contracts (balance as at April 1, 2018: ` 17,469), has been reclassified to trade receivables on completion of milestones. Contract assets and liabilities are reported in a net position on a contract by contract basis at the end of each reporting period. B. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognised which includes unearned revenue and amounts that will be invoiced and recognised as revenue in future periods. Applying the practical expedient, the Company has not disclosed its right to consideration from customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date which are, contracts invoiced on time and material basis and volume based. As at March 31, 2019, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ` 373,879 of which approximately 59% is expected to be recognised as revenues within 2 years, and the remainder thereafter. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote. 232 Consolidated Financial Statements under Ind ASWipro Limited C. Disaggregation of Revenues The table below presents disaggregated revenues from contracts with customers by business segment, customer location and contract-type. The Company believes that the below disaggregation best depicts the nature, amount, timing and uncertainty of revenue and cash flows from economic factors. BFSI Health BU CBU IT Services ENU TECH MFG COMM Total Products ISRE Total A. Revenue Sale of services Sales of products B. Revenue by geography India Americas Europe Rest of World C. Revenue by nature of contract Fixed price and volume based Time and materials Products 173,516 - 173,516 3,868 98,428 46,856 24,364 173,516 73,942 88,797 72,329 76,108 46,155 32,489 563,336 - 73,942 88,797 72,329 76,108 46,155 32,489 563,336 - - - - - - 1,006 1,392 2,295 1,534 1,690 57,204 59,262 22,739 54,679 21,541 7,591 17,636 29,795 16,441 18,211 6,852 10,893 18,105 3,095 14,880 7,694 321,547 7,420 143,950 82,959 3,596 73,942 88,797 72,329 76,108 46,155 32,489 563,336 4,869 14,280 - 7,965 571,301 14,544 - 14,544 14,544 7,965 585,845 8,154 7,965 2,112 2,240 2,038 30,999 - 323,659 - 146,190 84,997 - 14,544 7,965 585,845 89,378 53,462 50,425 51,799 47,055 31,843 19,847 343,809 - 6,176 349,985 84,138 - 173,516 20,480 38,372 20,530 29,053 14,312 12,642 219,527 - 73,942 88,797 72,329 76,108 46,155 32,489 563,336 - - - - - - - 1,789 221,316 14,544 - 14,544 14,544 7,965 585,845 Appendix B to Ind AS 21, Foreign Currency Transactions and Advance Consideration The Company has applied Appendix B to Ind AS 21 prospectively effective April 1,2018. The effect on adoption of the amendment on the consolidated financial statements is insignificant. New accounting standards not yet adopted: Certain new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after April 1 2018, and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Company are: Ind AS 116 –Leases On March 30, 2019, Ministry of Corporate Affairs notified Ind AS 116, Leases. Ind AS 116 will replace the existing leases Standard, Ind AS 17 Leases, and related interpretations. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. Ind AS 116 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Standard also contains enhanced disclosure requirements for lessees. The standard allows for two methods of transition: the full retrospective approach, requires entities to retrospectively apply the new standard to each prior reporting period presented and the entities need to adjust equity at the beginning of the earliest comparative period presented, or the modified retrospective approach, under which the date of initial application of the new leases standard, lessees recognise the cumulative effect of initial application as an adjustment to the opening balance of equity as of annual periods beginning on or after April 1, 2019. The Company will adopt this standard using modified retrospective method effective April 1, 2019, and accordingly, the comparative for year ended March 31, 2018 and 2019, will not be retrospectively adjusted. The Company has elected certain available practical expedients on transition. Based on assessment, the effect of adoption as on transition date would majorly result in recognising a right-of-use assets and corresponding lease liabilities approximately ` 13,266 and ` 15,867 respectively. There will be reclassification in the cash flow categories in the statement of cash flows. Appendix C to Ind AS 12 - Uncertainty over income tax treatments On March 30, 2019, Ministry of Corporate Affairs issued Appendix C to Ind AS 12, which clarifies the accounting for uncertainties in income taxes. The interpretation is 233 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under Ind AS 12. The entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The effective date for adoption of Appendix C to Ind AS 12 is April 1, 2019. The Company will apply Appendix C to Ind AS 12 prospectively from the effective date and the effect on adoption of Appendix C to Ind AS 12 on the consolidated financial statement is insignificant. Amendment to Ind AS 12 – Income Taxes On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 12 – Income Taxes. The amendments clarify that an entity shall recognise the income tax consequences of dividends on financial instruments classified as equity should be recognised according to where the entity originally recognised those past transactions or events that generated distributable profits were recognised. The effective date of these amendments is annual periods beginning on or after April 1, 2019. The Company is currently assessing the impact of this amendment on the Company’s consolidated financial statements. Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement On March 30, 2019, Ministry of Corporate Affairs issued amendments to Ind AS 19, ‘Employee Benefits’, in connection with accounting for plan amendments, curtailments and settlements requiring an entity to determine the current service costs and the net interest for the period after the remeasurement using the assumptions used for the remeasurement; and determine the net interest for the remaining period based on the remeasured net defined benefit liability or asset. These amendments are effective for annual reporting periods beginning on or after April 1, 2019. The Company will apply the amendment from the effective date and the effect on adoption of the amendment on the consolidated financial statement is insignificant. 4. Property, plant and equipment Gross carrying value: As at April 1, 2018 Translation adjustment Additions Disposals As at March 31, 2019 Accumulated depreciation/ impairment: As at April 1, 2018 Translation adjustment Depreciation and impairment ** Disposals As at March 31, 2019 Net book value as at March 31, 2019 Gross carrying value: As at April 1, 2017 Translation adjustment Additions Acquisition through business combinations Disposals Assets reclassified as held for sale As at March 31, 2018 Land Buildings Plant and machinery * Furniture fixtures Office equipment Vehicles Total ` 3,637 (5) 65 - ` 3,697 ` 24,949 (8) 2,684 (331) ` 27,294 ` 87,142 613 10,402 (5,871) ` 9,858 2 1,477 (837) ` 92,286 ` 10,500 ` 5,817 (2) 474 (381) ` 5,908 ` 1,139 (6) 4 (189) ` 948 ` 132,542 594 15,106 (7,609) ` 140,633 ` - - - - - ` 5,771 8 1,031 (151) 6,659 ` 65,269 332 12,295 (4,767) 73,129 ` 7,795 (4) 788 (416) 8,163 ` 4,093 (2) 575 (331) 4,335 ` 506 (3) 304 (125) 682 ` 83,434 331 14,993 (5,790) 92,968 ` 3,697 ` 20,635 ` 19,157 ` 2,337 ` 1,573 ` 266 ` 47,665 ` 3,814 28 2 ` 27,385 265 1,197 ` 108,887 ` 10,224 77 1,073 904 11,767 ` 5,427 111 703 ` 432 2 1,003 ` 156,169 1,387 15,745 - - 13 (190) 4 (7,302) 7 (641) 4 (231) 1 (294) 29 (8,658) (207) ` 3,637 (3,721) ` 24,949 (27,118) ` 87,142 (882) ` 9,858 (197) ` 5,817 (5) ` 1,139 (32,130) ` 132,542 234 Consolidated Financial Statements under Ind ASWipro LimitedLand Buildings Plant and machinery * Furniture fixtures Office equipment Vehicles Total Accumulated depreciation/ impairment: As at April 1, 2017 Translation adjustment Depreciation Disposals Assets reclassified as held for sale As at March 31, 2018 Net book value as at March 31, 2018 ` - - - - - ` 6,312 49 1,019 (70) (1,539) 5,771 ` 76,952 509 14,075 (6,640) ` 7,963 49 846 (533) (19,627) 65,269 (530) 7,795 ` 3,910 55 535 (225) (182) 4,093 ` 365 - 387 (242) ` 95,502 662 16,862 (7,710) (4) 506 (21,882) 83,434 ` 3,637 ` 19,178 ` 21,873 ` 2,063 ` 1,724 ` 633 ` 49,108 * ** Including net carrying value of computer equipment and software amounting to ` 16,375 and ` 17,765 as at March 31, 2019 and 2018 respectively. Includes impairment charge on software platform recognised on acquisitions, amounting to ` 1,480 and Nil, for the year ended March 31, 2019 and 2018 respectively. 5. Goodwill and Other intangible assets The movement in goodwill balance is given below: Balance at the beginning of the year Translation adjustment Disposal (Refer Note 21) Acquisition through business combination, net Assets reclassified as held for sale Balance at the end of the year As at March 31, 2019 March 31, 2018 `122,276 2,952 - 1,172 (12,354) `114,046 ` 114,046 4,307 (4,893) - (240) ` 113,220 Acquisition through business combinations for the year ended March 31, 2018, includes goodwill recognised on four acquisitions. Also,Refer Note 6 to the consolidated financial statements. The Company is organised by three operating segments: IT Services and IT Products and India State Run Enterprise. Goodwill as at March 31, 2019 and 2018 has been allocated to the IT Services operating segment. Goodwill recognised on business combinations is allocated to Cash Generating Units (CGUs), within the IT Services operating segment,which are expected to benefit from the synergies of the acquisitions. During the year ended March 31, 2019, the company realigned its CGUs (also Refer Note 36). Consequently, goodwill has been allocated to the new CGUs as at March 31, 2019 as follows: CGUs Banking Financial Services and Insurance (BFSI) Healthcare and Life Sciences (Health BU) Consumer (CBU) Energy, Natural Resources and Utilities (ENU) Manufacturing (MFG) Technology (TECH) Communication (COMM) March 31, 2019 ` 17,713 50,671 13,587 15,203 5,370 9,707 970 ` 113,220 235 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Following table presents the allocation of goodwill to the CGUs for the year ended March 31, 2018: CGUs Banking Financial Services and Insurance (BFSI) Healthcare and Life Sciences (HLS) Consumer (CBU) Energy, Natural Resources and Utilities (ENU) Manufacturing and Technology (MNT) Communication (COMM) March 31, 2018 ` 17,475 49,085 14,776 14,863 16,868 979 ` 114,046 For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment. Goodwill is tested for impairment at least annually in accordance with the Company’s procedure for determining the recoverable value of each CGU. The recoverable amount of the CGU is determined on the basis of Fair Value Less Cost of Disposal (FVLCD). The FVLCD of the CGU is determined based on the market capitalisation approach, using the turnover and earnings multiples derived from observable market data. The fair value measurement is categorised as a level 2 fair value based on the inputs in the valuation techniques used. Based on the above testing, no impairment was identified as at March 31, 2019 and 2018 as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as at March 31, 2019 and 2018 were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (turnover and earnings multiples), did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount. The movement in intangible assets is given below: Gross carrying value: As at April 1, 2018 Translation adjustment Disposal (Refer Note 21) As at March 31, 2019 Accumulated depreciation/ impairment: As at April 1, 2018 Translation adjustment Amortisation and impairment* Disposal (Refer Note 21) As at March 31, 2019 Net carrying value as at March 31, 2019 Gross carrying value: As at April 1, 2017 Translation adjustment Acquisition through business combinations As at March 31, 2018 Accumulated depreciation/ impairment: As at April 1, 2017 Translation adjustment Amortisation and impairment* As at March 31, 2018 Net carrying value as at March 31, 2018 236 Customer related Intangible assets Marketing related ` 26,586 555 (217) ` 26,924 ` 12,263 35 3,148 (101) ` 15,345 ` 11,579 ` 20,528 493 5,565 26,586 ` 9,264 14 2,985 12,263 ` 14,323 ` 6,551 217 (823) ` 5,945 ` 2,761 64 1,136 (199) ` 3,762 ` 2,183 ` 6,279 103 169 6,551 ` 1,621 11 1,129 2,761 ` 3,790 Total ` 33,137 772 (1,040) ` 32,869 ` 15,024 99 4,284 (300) ` 19,107 ` 13,762 ` 26,807 596 5,734 33,137 ` 10,885 25 4,114 15,024 ` 18,113 Consolidated Financial Statements under Ind ASWipro Limited* includes impairment charge on certain intangible assets recognised on acquisitions, amounting to ` 838 and ` 643 for the year ended March 31, 2019 and 2018, respectively. Acquisition through business combinations for the year ended March 31, 2018, includes intangible assets recognised on four acquisitions. Also Refer Note 6 to the consolidated financial statements. As at March 31, 2019, the estimated remaining amortisation period for intangible assets acquired on acquisition are as follows: Acquisition Global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation Promax Application Group Opus Capital Markets Consultants LLC ATCO I-Tek Designit AS Cellent AG Appirio Inc. Other entities 6. Business combination Estimated remaining amortisation period 1.25 – 2.25 years 3.25 years 1.75 years 5.50 years 1.25 years 1.75 – 3.75 years 2.75 years 1 – 13.25 years Summary of material acquisitions during the year ended March 31, 2018 is given below: During the year ended March 31,2018, the Company has completed four business combinations (which both individually and in aggregate are not material) for a total consideration of ` 6,924. These transactions include (a) an acquisition of IT service provider which is focused on Brazilian markets, (b) an acquisition of a design and business strategy consultancy firm based in the United States, and (c) acquisition of intangible assets, assembled workforce and a multi-year service agreement which qualify as business combinations. The following table presents the provisional allocation of purchase price: Description Net assets Customer related intangibles Other intangible assets Total Goodwill Total purchase price Purchase price allocated ` 5 5,565 169 ` 5,739 1,185 ` 6,924 The goodwill of ` 1,185 comprises value of acquired workforce and expected synergies arising from the acquisition. The goodwill was allocated among the reportable operating segments and is partially deductible for U.S. federal income tax purpose. Net assets acquired include ` 58 of cash and cash equivalents and trade receivables valued at ` 215. Summary of material acquisitions during the year ended March 31, 2017 is given below: Appirio Inc. On November 23, 2016, the Company obtained full control of Appirio Inc. (“Appirio”). Appirio is a global services company that helps customers create next-generation employee and customer experiences using latest cloud technology services. This acquisition will strengthen Wipro’s cloud application service offerings. The acquisition was consummated for a consideration of ` 32,402 (USD 475.7 million). 237 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 The following table presents the allocation of purchase price: Description Net assets Technology platform Customer related intangibles Brand Alliance relationship Deferred tax liabilities on other intangible assets Total Goodwill Total purchase price Pre-acquisition carrying amount ` 526 436 - 180 - - ` 1,142 Fair value adjustments (29) (89) 2,323 2,968 858 (2,791) ` 3,240 Purchase price allocated ` 497 347 2,323 3,148 858 (2,791) ` 4,382 28,020 32,402 Net assets acquired include ` 85 of cash and cash equivalents and trade receivables valued at ` 2,363. The goodwill of ` 28,020 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes. If the acquisition had occurred on April 1, 2016, management estimates that consolidated revenue for the Company would have been ` 559,575 and the profit after taxes would have been ` 85,460 for twelve months ended March 31, 2017. The pro-forma amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on date indicated or that may result in the future. 7. Investments Non-current Financial instruments at FVTOCI As at March 31, 2019 March 31, 2018 Equity instruments - unquoted (Refer note 7.1) ` 6,916 ` 4,140 Financial instruments at amortised cost Inter corporate and term deposits - unquoted * Aggregate amount of unquoted investments Current Financial instruments at FVTOCI Equity instruments - unquoted (Refer note 7.1) Commercial papers, Certificate of deposits and bonds - unquoted (Refer note 7.2) Non-convertible debentures and bonds - quoted (Refer note 7.3) Financial instruments at amortised cost - ` 6,916 6,916 ` - 43,030 3,528 ` 7,668 7,668 ` 1,545 23,343 142,018 152,891 Inter corporate and term deposits -unquoted * 21,708 24,877 Financial instruments at FVTPL Investments in liquid and short-term mutual funds - unquoted (Refer note 7.4) Aggregate amount of quoted investments and aggregate market value thereof Aggregate amount of unquoted investments 13,960 46,438 ` 220,716 177,686 43,030 ` 249,094 225,751 23,343 * These deposits earn a fixed rate of interest.Term deposits include deposits in lien with banks amounting to ` 463 (March 31, 2018: ` 453). 238 Consolidated Financial Statements under Ind ASWipro Limited Investments accounted for using the equity method The Company has no material associates as at March 31, 2019. The aggregate summarised financial information in respect of the Company’s immaterial associates that are accounted for using the equity method is set forth below: Carrying amount of the Company’s interest in associates accounted for using the equity method Company’s share of net profit/(loss) of associates accounted for using the equity method in consolidated statement of profit and loss As at March 31, 2019 ` 1,235 2018 ` 1,206 For the year ended March 31, 2019 ` (43) 2018 ` 11 During the year ended March 31, 2018, the Company increased its investment in Drivestream Inc. from 19% to 43.7%. Drivestream Inc. is a private entity that is not listed on any public exchange. The carrying value of the investment as at March 31, 2019 and 2018,is ` 653 and ` 630 respectively. During the year ended March 31, 2018, The Company invested ` 576 for 33.3% stake in Denim Group LLC, a private entity that is not listed on any public exchange. The carrying value of the investment as at March 31, 2019 and 2018 is ` 582 and ` 576 respectively. Details of investments: 7.1 Details of investments in equity instruments- classified as FVTOCI Particulars Number of Shares As at Carrying value As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Non-current Ensono Holdings, LLC Tricentis Vectra Networks Inc. IntSights Cyber Intelligence Limited Tradeshift Inc. Emailage Corp. Headspin Inc. CloudGenix TLV Partners Harte Hanks Inc. Avaamo Inc. Vicarious FPC, Inc Altizon Systems Private Limited Moogsoft (Herd) Inc. Imanis Inc (formerly known as Talena Inc.) eSilicon CyCognito TLV Partners II, L.P. Work-Bench Ventures II - A, LP Wep Peripherals Limited Wep Solutions Limited 13,024,920 4,933,051 1,811,807 1,981,365 384,615 373,800 230,733 1,946,131 - 9,926 1,887,193 42,392 23,758 1,230,182 10,103,248 1,485,149 122,075 - - 306,000 1,836,000 - 3,523,608 1,811,807 1,716,512 384,615 373,800 139,823 - - 9,926 1,887,193 42,392 16,018 - 10,103,248 1,485,149 - - - 306,000 1,836,000 ` 1,752 570 532 517 466 455 401 347 321 247 238 223 144 139 121 104 91 70 44 40 40 ` - 353 501 255 440 426 96 - 237 646 224 211 98 - 264 98 - - 31 39 72 239 Consolidated Financial Statements under Ind ASAnnual Report 2018-19Particulars Number of Shares As at Carrying value As at Boldstart Ventures IV, L.P. Drivestream India Private Limited Wipro Airport IT Services Limited (Refer Note 21) Glilot Capital Partners III, L.P. Demisto Mycity Technology Limited Current Opera Solutions LLC Total March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 - 19 - 267,600 - 267,600 28 19 550,000 - - 44,935 - - 330,578 44,935 6 1 - - 6,916 - - 130 - 4,140 2,390,433 2,390,433 ` - ` 6,916 ` 1,545 ` 5,685 7.2 Investment in certificate of deposits/ commercial papers and bonds (unquoted)– classified as FVTOCI Particulars of issuer Current ICICI Bank Kotak Mahindra Bank Axis Bank Small Industries Development Bank of India Kotak Mahindra Investments Limited Kotak Mahindra Prime Limited Aditya Birla Finance Limited Tata Capital Housing Finance Limited Tata Capital Financial Services Limited National Bank for Agriculture and Rural Development HDFC Bank Limited HDB Financial Services Limited Can Fin Homes Limited IDFC Limited L&T Finance Limited LIC Housing Finance Limited L&T Infrastructure Finance Company Limited Mahindra & Mahindra Financial Services Limited Bajaj Finance Limited Sundaram Finance Limited Total As at March 31, 2019 March 31, 2018 ` 11,311 9,362 4,309 4,302 2,864 2,585 1,988 1,881 1,499 1,000 992 937 - - - - - - - - ` 43,030 ` - - - - 4,808 3,333 - - - - - 1,980 4,545 3,223 2,143 1,532 931 495 299 54 ` 23,343 240 Consolidated Financial Statements under Ind ASWipro Limited7.3 Investment in non-convertible deposits and bonds (quoted) – classified as FVTOCI Particulars of issuer Current National Highways Authority of India Tata Capital Financial Services Limited National Bank for Agricultural and Rural Development Power Finance Corporation Limited HDB Financial Services Limited Aditya Birla Finance Limited Kotak Mahindra Prime Limited LIC Housing Finance Limited Housing Development Finance Corporation Limited 6.79% GOI Security 2027 Tata Capital Housing Finance Limited Kotak Mahindra Investments Limited Rural Electrification Corporation Limited Small Industries Development Bank of India Indian Railway Finance Corporation Limited Axis Bank HDFC Bank Limited NTPC Limited ANZ Bank Hero Fincorp Limited Sundaram Finance Limited L&T Finance Limited L&T Infrastructure Finance Company Limited Mahindra & Mahindra Financial Services Limited L&T Housing Finance Limited IDFC Limited Bajaj Finance Limited Can Fin Homes Limited Gruh Finance Limited Total As at March 31, 2019 March 31, 2018 ` 18,055 13,708 13,460 13,169 13,038 11,596 10,855 7,408 7,151 6,862 5,765 5,238 4,929 4,912 4,473 517 462 417 3 - - - - - - - - - - `142,018 `18,456 6,962 968 960 10,969 5,202 10,288 21,231 18,667 1,951 5,045 1,842 423 - 3,796 - - 427 - 6,923 6,643 6,169 6,126 5,899 4,986 1,569 4,238 1,904 1,247 `152,891 241 Consolidated Financial Statements under Ind ASAnnual Report 2018-197.4 Investments in liquid and short-term mutual funds - unquoted – classified as FVTPL Particulars of Issuer Number of Units As at Carrying value As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Current HDFC Arbitrage Fund - Wholesale Plan - Monthly Dividend- Direct Plan ABSL Overnight Fund Direct Plan Growth UTI Overnight Fund Direct Plan Growth SBI Overnight Fund Direct Plan Growth IDFC Arbitrage Fund – Monthly Dividend- Direct Plan ICICI Prudential Equity Arbitrage Fund - Direct Plan - Dividend Kotak Equity Arbitrage- Direct -Fortnight Dividend Kotak Overnight Fund IDFC Overnight Fund ICICI Prudential Overnight Fund Direct Growth Axis Overnight Fund DSP Overnight Fund Direct Growth Tata Overnight Fund L&T Cash Fund Direct Plan Growth HDFC Overnight Fund Direct Plan Growth Sundaram Money Fund - Direct Plan - Growth Birla Sun Life Dynamic Bond Fund -Growth-Direct Plan Religare Ultra Short-Term Fund - Institutional Growth Invesco India Liquid Fund - Direct Plan - Growth Birla Sun Life Short Term Fund - Growth - Direct Plan Kotak Floater Short Term - Direct Plan - Growth DHFL Low Duration Fund - Direct Plan- Growth SBI Magnum Insta Cash Fund - Direct Plan - Growth DHFL Pramerica Insta Cash Plus Fund - Direct Plan - Growth DHFL Pramerica Premier Bond Fund - Direct Plan - Growth DHFL Primerica Ultra Short-Term Fund - Direct Plan - Growth DSP BlackRock Liquidity Fund - Direct Plan - Growth LIC MF Liquid Fund - Direct Plan- Growth 200,321,433 200,321,433 1,771,126 462,995 388,332 88,833,898 - - - 84,439,962 79,919,884 75,707,299 83,782,796 83,782,796 691,520 594,622 5,864,741 389,144 345,742 250,125 168,996 70,899 - - 15 - - - - - - - - - - - - - - - - - - 41,277,963 66,130,886 15 1,000,650 27,668,990 554,934 45,434,413 206,262 1,995,350 11,934,961 65,380,107 1,328,239 1,133,576 242 2,097 1,818 1,203 1,201 1,168 1,158 1,972 700 602 600 390 351 250 250 200 - - ^ - - - - - - - - - - 2,107 - - - 1,100 1,093 1,974 - - - - - - - - 1,512 2,040 ^ 2,394 1,848 1,583 1,110 793 451 344 1,395 3,301 3,573 Consolidated Financial Statements under Ind ASWipro LimitedParticulars of Issuer Number of Units As at Carrying value As at DSP BlackRock Money Manager Fund - Direct Plan- Growth Axis Treasury Advantage Fund - Direct Growth HDFC Cash Management Fund - Savings Plan - Direct Plan - Growth Option HDFC Floating Rate Income Fund - Short Term Plan - Wholesale Option - Direct Plan - Dividend Reinvestment Birla Sun Life Cash Plus - Growth-Direct Plan L&T Liquid Fund Direct Plan - Daily Dividend Reinvestment Plan ICICI Prudential Money Market Fund Direct - Growth ICICI Prudential Short Term - Direct Growth Reliance Interval Fund - Monthly Series I - IP - Dividend IDFC Cash Fund-Growth-(Direct Plan) SBI Magnum Insta Cash Fund Liquid Floater -Direct Plan- Growth Franklin India Low Duration Fund - Direct Axis Liquid Fund - Direct Plan - Growth Franklin India Treasury Management Account Super Institutional Plan - Direct Tata Money Market Fund-Direct-Daily Dividend Tata Money Market Fund Direct Plan - Growth Inveco India Active Income Fund DP Growth UTI-Money Market Fund -Institutional Plan - Direct Plan - Growth IDFC Super Saver Income Fund-Short Term Plan-Growth (Direct Plan) UTI - Liquid Cash Plan - Institutional - Direct Plan - Growth IDFC Ultra Short-Term Fund Growth (Direct Plan) ^ Value is less than ` 1 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 1,557 651,470 - - - - - - - - - 704,635 166,062 17,330,061 3,227,122 596,664 6,234,174 25,355,979 - - - - - - - 15 15 ^ - - - - - - - - - - - - 239,279 86,382 851,573 1,249,174 239,418 1,352,426 193,818 124,330 2,007,075 17,085,745 281,877 20,233,167 - - - - - - - - - - - - 1,396 602 527 901 605 1,499 951 ^ 505 251 17 2,407 622 1,354 531 253 3,913 625 802 502 ` 13,960 ` 46,438 243 Consolidated Financial Statements under Ind ASAnnual Report 2018-198. Financial instruments Financial assets and liabilities (carrying value / fair value) Assets: Cash and cash equivalents Investments Financial instruments at FVTPL Financial instruments at FVTOCI Financial instruments at Amortised cost Other financial assets Trade receivables Unbilled receivables * Other assets Derivative assets Liabilities: Trade payables and other payables Trade payables Other financial liabilities Borrowings ** Derivative liabilities As at March 31, 2019 March 31, 2018 ` 158,529 ` 44,925 13,960 191,964 21,708 104,862 22,880 19,757 5,104 ` 538,764 ` 62,660 26,288 99,467 1,310 ` 189,725 46,438 181,919 28,405 105,436 42,486 11,615 1,273 ` 462,497 ` 51,203 17,983 138,259 2,217 ` 209,662 * On account of adoption of Ind AS 115, unbilled revenues pertaining to fixed price development contracts of ` 15,038 as at March 31, 2019, has been considered as non-financial Contract assets, which are billable on completion of milestones specified in the contracts. ** Includes current obligation under borrowings classified under “Other current financial liabilities” Offsetting financial assets and liabilities The following table contains information on other financial assets and trade payables and other payables, subject to offsetting: Financial Assets: Gross amount of recognised other financial assets Gross amount of recognised trade payables and other payables set off in the consolidated balance sheet Net amount of other financial assets presented in the consolidated balance sheet Financial liabilities Trade payables Gross amount recognised as Trade payables and other payables Gross amount of recognised trade payables and other payables set off in the consolidated balance sheet Net amounts of Trade payables and other payables presented in the consolidated balance sheet As at March 31, 2019 March 31, 2018 ` 154,129 ` 165,985 (6,630) ` 147,499 (6,448) ` 159,537 ` 95,578 ` 75,634 (6,630) (6,448) ` 88,948 ` 69,186 For the financial assets and liabilities subject to offsetting or similar arrangements, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both 244 Consolidated Financial Statements under Ind ASWipro Limited elect to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis and hence are not offset. Fair value Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled revenues, finance lease receivables, employee and other advances and eligible current and non-current assets, long and short-term loans and borrowings, finance lease payables, bank overdrafts, trade payable, eligible current liabilities and non- current liabilities. The fair value of cash and cash equivalents, trade receivables, unbilled revenues, borrowings, trade payables, other current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments. The Company’s long-term debt has been contracted at market rates of interest. Accordingly, the carrying value of such long-term debt approximates fair value. Further, finance lease receivables that are overdue are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables. As at March 31, 2019 and 2018, the carrying value of such receivables, net of allowances approximates the fair value. Investments in liquid and short-term mutual funds, which are classified as FVTPL are measured using net asset values at the reporting date multiplied by the quantity held. Fair value of investments in commercial papers, certificate of deposits and bonds classified as FVTOCI is determined based on the indicative quotes of price and yields prevailing in the market at the reporting date. Fair value of investments in equity instruments classified as FVTOCI is determined using market and income approaches. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. Fair value hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). The following table presents fair value of hierarchy of assets and liabilities measured at fair value on a recurring basis: Particulars Assets Derivative instruments: Cash flow hedges Others Investments: Investment in liquid and short- term mutual funds Investment in equity instruments Commercial paper, Certificate of deposits and bonds Liabilities Derivative instruments: Cash flow hedges Others As at March 31, 2019 Fair value measurements at reporting date Level 2 Level 1 Total Level 3 Total As at March 31, 2018 Fair value measurements at reporting date Level 2 Level 1 Level 3 3,149 1,955 - - 3,149 1,955 - - 1,139 134 - - 1,139 134 - - 13,960 6,916 13,960 - - 248 - 6,668 46,438 5,685 46,438 - - - - 5,685 185,048 6,865 178,183 - 176,234 1,951 174,283 (130) (1,180) - - (130) (1,180) - - (1,276) (941) - - (1,276) (941) - - - 245 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table. Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counter-parties, primarily banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying. As at March 31, 2019, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value. Investment in commercial papers, certificate of deposits and bonds: Fair value of these instruments is derived based on the indicative quotes of price and yields prevailing in the market as at reporting date. Details of assets and liabilities considered under Level 3 classification Particulars Balance as at April 1, 2018 Additions Transfers out of level 3 Disposal Gain/loss recognised in foreign currency translation reserve Gain/loss recognised in other comprehensive income Balance as at March 31, 2019 Balance as at April 1, 2017 Additions Payouts Transferred to Investments accounted for using the equity method Gain/loss recognised in consolidated statement of profit and loss Gain/loss recognised in foreign currency translation reserve Gain/loss recognised in other comprehensive income Finance expense recognised in consolidated statement of profit and loss Balance as at March 31, 2018 Description of significant unobservable inputs to valuation: As at March 31, 2019 Investment in equity instruments 5,685 2,869 (647) (1,341) 203 (101) 6,668 5,303 1,851 - (357) Derivative Assets - others - - - - - - - 426 - - - - (426) 53 (1,165) - 5,685 - - - - Liabilities - Contingent consideration - - - - - - - (339) - 164 - 167 (32) - 40 - Items Valuation technique Unquoted equity investments Discounted cash flow model Significant unobservable input Long term growth rate Discount rate Movement by Increase (`) Decrease (`) 0.5% 0.5% 201 (243) (187) 256 As at March 31, 2018 Items Unquoted equity investments* Valuation technique Third party quote Significant unobservable input Revenue achievement Movement by Increase (`) Decrease (`) 1.0% 18 (18) * Carrying value of ` 1,545 as at March 31, 2018. 246 Consolidated Financial Statements under Ind ASWipro Limited Derivative assets and liabilities: The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency and net investment in foreign operations. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities, foreign currency forecasted cash flows and net investment in foreign operations. The counter parties in these derivative instruments are primarily banks and the Company considers the risks of non-performance by the counterparty as non-material. The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding: March 31, 2019 March 31, 2018 Notional Fair value Notional Fair value As at (in million) Designated derivatives instruments Sell: Forward contracts Range forward options contracts Interest rate swaps Non-designated derivatives instruments Sell: Forward contracts Range forward options contracts Buy: Forward contracts ^ Value is less than ` 1 USD € £ AUD USD £ € AUD USD USD € £ AUD SGD ZAR CAD SAR AED PLN CHF QAR TRY MXN NOK OMR SEK 333 - - 97 1,067 191 153 56 75 1,182 32 1 82 11 56 56 123 9 38 10 3 28 - 29 1 35 USD € £ 150 31 71 USD JPY MXN DKK 730 154 9 75 ` 1,410 - - ` 15 ` 1,149 ` 68 ` 349 ` 39 USD € £ AUD USD £ € AUD 904 134 147 77 182 13 10 - ` (11) USD 75 ` 1,359 ` 55 ` (1) ` 28 ` 1 ` 14 ` 40 (1) ^ ` 15 ^ ` (1) ` 12 USD € £ AUD SGD ZAR CAD SAR AED PLN CHF QAR TRY - MXN NOK OMR ` 4 ` (1) ` 5 ` 161 ` 12 ` 57 USD € £ USD JPY ` (971) ^ ^ MXN DKK ` (13) 939 58 95 77 6 132 14 62 8 36 6 11 10 61 34 3 50 - 20 575 399 - 9 ` 951 ` (531) ` (667) ` 29 ` 5 ` 5 ` 2 - ` (7) ` (360) ` 6 ` (56) ` 68 ` (1) ` (16) ` 32 ^ ^ ` 12 ` 3 ` (3) ` 8 ` (6) ` 3 ` (1) ` (6) - ` (2) ` (417) ` 6 - ` (1) 247 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 The following table summarises activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges: Balance as at the beginning of the year Deferred cancellation gain/ (loss), net Changes in fair value of effective portion of derivatives Net (gain)/loss reclassified to statement of profit and loss on occurrence of hedged transactions Gain/(loss) on cash flow hedging derivatives, net Balance as at the end of the year Deferred tax thereon Balance as at the end of the year, net of deferred tax As at March 31, 2019 March 31, 2018 ` 7,325 (6) (12) ` (143) 6 1,069 2,087 ` 3,162 3,019 (604) ` 2,415 (7,450) ` (7,468) (143) 29 ` (114) The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2019 are expected to occur and be reclassified to the statement of profit and loss over a period of two years. As at March 31, 2019 and 2018, there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges, or associated with an underlying exposure that did not occur. Sale of financial assets From time to time, in the normal course of business, the Company transfers accounts receivables, unbilled receivables, net investment in finance lease receivables (financials assets) to banks. Under the terms of the arrangements, the Company surrenders control over the financial assets and transfer is without recourse. Accordingly, such transfers are recorded as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded at the time of sale based on the carrying value of the financial assets and fair value of servicing liability. The incremental impact of such transactions on our cash flow and liquidity for the year ended March 31, 2019 and March 31, 2018 is not material. In certain cases, transfer of financial assets may be with recourse. Under arrangements with recourse, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. These are reflected as part of loans and borrowings in the statement of consolidated balance sheet. Financial risk management Market Risk Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and borrowings. The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to losses. Risk Management Procedures The Company manages market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. The corporate treasury department recommends risk management objectives and policies, which are approved by senior management and Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies. Foreign currency risk The Company operates internationally and a major portion of its business is transacted in several currencies. 248 Consolidated Financial Statements under Ind ASWipro Limited Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere, and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of the Company’s revenue is in the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar, while a large portion of costs are in Indian rupees. The exchange rate between the rupee and these currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against these currencies can adversely affect the Company’s results of operations. The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency. The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. The Company has also designated foreign currency borrowings as hedge against respective net investments in foreign operations. As at March 31, 2019 and 2018 respectively, a ` 1 increase/decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 2,002 (consolidated statement of profit and loss ` 602 and other comprehensive income ` 1,400) and ` 1,500 (consolidated statement of profit and loss ` 414 and other comprehensive income ` 1,086) decrease/increase in the fair value of foreign currency dollar denominated derivative instruments. The below table presents foreign currency risk from non-derivative financial instruments as at March 31, 2019 and 2018: Particulars As at March 31, 2019 Trade receivables Unbilled receivables Contract assets Cash and cash equivalents Other assets Borrowings* Trade payables and other financial liabilities Net assets/ (liabilities) US $ Euro ` 39,896 8,038 4,706 21,997 8,553 (50,516) ` 8,030 1,609 1,445 2,884 1,173 (20) Pound Sterling ` 5,212 3,146 2,270 1,573 4,056 (21) Australian Dollar Canadian Dollar ` 3,542 1,225 836 1,003 1,038 (33) ` 1,528 204 150 1,928 1,033 - Other currencies# ` 3,880 743 598 Total ` 62,088 14,965 10,005 2,204 4,544 (21) 31,589 20,397 (50,611) (27,202) ` 5,472 (5,779) ` 9,342 (4,646) ` 11,590 (1,526) ` 6,085 (806) ` 4,037 (2,787) ` 9,161 (42,746) ` 45,687 Particulars As at March 31, 2018 Trade receivables Unbilled revenues Cash and cash equivalents Other assets Borrowings* Trade payables and other financial liabilities Net assets/ (liabilities) US $ Euro ` 32,948 13,893 ` 7,273 2,571 Pound Sterling ` 6,585 5,189 Australian Dollar ` 3,459 2,094 Canadian Dollar ` 990 338 Other currencies# ` 3,651 1,609 9,144 13,796 (49,257) 3,791 1,993 (41) 1,685 4,061 (37) 786 1,164 (165) 34 940 - 2,241 4,459 (137) Total ` 54,906 25,694 17,681 26,413 (49,637) (23,561) ` (3,037) (3,962) ` 11,625 (5,958) ` 11,525 (1,516) ` 5,822 (652) ` 1,650 (2,942) ` 8,881 (38,591) ` 36,466 # Other currencies reflect currencies such as Saudi Riyal, Singapore Dollars, Danish Krone, etc. * Includes current obligation under borrowings classified under “Other current financial liabilities” 249 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 As at March 31, 2019 and 2018, respectively, every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would impact results by approximately ` 457 and ` 365, respectively. Interest rate risk Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. The Company’s investments are primarily in short-term investments, which do not expose it to significant interest rate risk. The Company manages its net exposure to interest rate risk relating to borrowings by entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. Certain borrowings are also transacted at fixed interest rates. If interest rates were to increase by 100 bps from March 31, 2019, additional net annual interest expense on floating rate borrowing would amount to approximately ` 866. Credit risk Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as of March 31, 2019 and 2018, respectively and revenues for the year ended March 31, 2019 and 2018, respectively. There is no significant concentration of credit risk. Counterparty risk Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimised by only buying securities which are at least AA rated in India based on Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. Liquidity risk Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As of March 31, 2019, cash and cash equivalents are held with major banks and financial institutions. The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any. 1-2 years 2-4 years 4-7 years Total As at March 31, 2019 Less than 1 year ` 73,559 88,948 Carrying value ` 99,467 88,948 ` 24,887 - ` 4,309 - 1,310 1,310 - - ` - - - ` 102,755 88,948 1,310 Contractual cash flows Borrowings * Trade payables and Other financial liabilities * Derivative liabilities 250 Consolidated Financial Statements under Ind ASWipro Limited Contractual cash flows Borrowings * Trade payables and Other financial liabilities * Derivative liabilities As at March 31, 2018 Less than 1 year ` 95,466 69,179 Carrying value ` 138,259 69,186 1-2 years ` 18,997 7 2-4 years 4-7 years Total ` 28,190 - ` 6 - ` 142,659 69,186 2,217 2,210 7 - - 2,217 The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by the management for external communication with investors, analysts and rating agencies: Cash and cash equivalent Investment Borrowings * As at March 31, 2019 March 31, 2018 ` 44,925 249,094 (138,259) ` 155,760 ` 158,529 220,716 (99,467) ` 279,778 * Includes current obligation under borrowings and financial leases classified under ‘Other current financial liabilities’. 9. Trade receivables Unsecured Considered good Considered doubtful Assets reclassified as held for sale Less: Allowances for lifetime expected credit losses Included in the consolidated balance sheet as follows: Non-current Current The activity in the allowance for lifetime expected credit losses is given below: Balance at the beginning of the year Additions during the year, net uncollectable receivables Uncollectable receivables charged against allowance Translation adjustments Balance at the end of the year As at March 31, 2019 March 31, 2018 ` 104,862 14,824 - ` 119,686 (14,824) ` 104,862 4,373 100,489 ` 106,843 14,570 (1,407) ` 120,006 (14,570) ` 105,436 4,446 100,990 As at March 31, 2019 March 31, 2018 ` 9,108 5,456 (29) 35 ` 14,570 ` 14,570 980 (772) 46 ` 14,824 251 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 10. Other Financial Assets Non-current Security deposits Other deposits Interest receivables Finance lease receivables Current Security Deposits Other deposits Due from officers and employees Finance lease receivables Others Considered doubtful Less : Provision for doubtful advances Total The activities in the provision for doubtful advances is given below: Balance at the beginning of the year Addition during the year, net Reversals/Uncollectable advances charged against allowance Balance at the end of the year 11. Other assets Non-current Prepaid expenses including rentals for leasehold land Cost to obtain contract Capital advances Others Assets reclassified as held for sale Current Prepaid expenses Due from officers and employees Advances to suppliers Deferred contract costs Balance with excise, customs and other authorities Cost to obtain contract Others Assets reclassified as held for sale Total 252 As at March 31, 2019 March 31, 2018 ` 1,436 777 1,139 1,794 ` 5,146 ` 1,050 33 738 1,618 11,172 854 ` 15,465 (854) ` 14,611 ` 19,757 ` 1,197 250 - 2,739 ` 4,186 ` 1,238 59 697 2,271 3,164 815 ` 8,244 (815) ` 7,429 ` 11,615 As at March 31, 2019 March 31, 2018 ` 492 409 (86) ` 815 ` 815 243 (204) ` 854 As at March 31, 2019 March 31, 2018 ` 6,323 4,212 1,355 5,337 - ` 17,227 ` 12,148 871 3,247 - 5,543 1,170 107 - ` 23,086 ` 40,313 ` 7,602 1,389 4,468 (530) ` 12,929 ` 14,407 1,175 1,819 3,211 3,886 - 50 (1,381) ` 23,167 ` 36,096 Consolidated Financial Statements under Ind ASWipro Limited 12. Inventories Finished goods [including goods-in-transit - ` 1 (` 3 for March 31, 2018)] Traded goods Stores and spares As at March 31, 2019 March 31, 2018 ` 3 2,600 767 ` 3,370 ` 3 3,273 675 ` 3,951 13. Cash and cash equivalents Cash and cash equivalents as of March 31, 2019 and 2018 consists of cash and balances on deposit with banks. Cash and cash equivalents consist of the following: Balances with banks Current accounts Unclaimed dividend Demand deposits * Cheques, drafts on hand Cash in hand As at March 31, 2019 March 31, 2018 ` 29,087 - 116,563 12,879 - ` 158,529 ` 23,005 43 21,625 251 1 ` 44,925 * These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal. Cash and cash equivalents consist of the following for the purpose of the cash flow statement: Cash and cash equivalents (as above) Bank overdrafts 14. Share Capital Authorised capital 12,504,500,000 (March 31, 2018: 5,500,000,000) equity shares [Par value of ` 2 per share] 25,000,000 (March 31, 2018: 25,000,000) preference shares [Par value of ` 10 per share] 150,000 (March 31, 2018:1,50,000) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 6,033,935,388 (March 31, 2018: 4,523,784,491) equity shares of ` 2 each As at March 31, 2019 March 31, 2018 ` 44,925 (3,999) ` 40,926 ` 158,529 (4) ` 158,525 As at March 31, 2019 March 31, 2018 ` 25,009 ` 11,000 250 15 250 15 ` 25,274 ` 11,265 12,068 ` 12,068 9,048 ` 9,048 Terms / Rights attached to equity shares The Company has only one class of equity shares having a par value of ` 2 per share. Each shareholder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting. 253 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Following is the summary of per share dividends recognised as distributions to equity shareholders: Interim dividend For the year ended March 31, 2019 March 31, 2018 ` 1 ` 1 In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts, if any, in proportion to the number of equity shares held by the shareholders. i. Reconciliation of number of shares As at March 31, 2019 As at March 31, 2018 No. of Shares ` Million No. of Shares ` Million Opening number of equity shares / American Depository Receipts (ADRs) outstanding Equity shares issued pursuant to Employee Stock Option Plan * 1,681,717 Issue of bonus shares (Refer Note 33) 1,508,469,180 Buyback of equity shares (Refer Note 33) - Closing number of equity shares / ADRs outstanding 6,033,935,388 * 4,523,784,491 9,048 2,430,900,565 4,861 4 3,559,599 3,016 2,433,074,327 - (343,750,000) 12,068 4,523,784,491 8 4,866 (687) 9,048 2,599,183 shares have been transferred by the controlled trust to eligible employees on exercise of options during the year ended March 31, 2019 ii. Details of shareholders holding more than 5% of the total equity shares of the Company Name of the Shareholder Mr. Azim Hasham Premji Partner representing Hasham Traders Mr. Azim Hasham Premji Partner representing Prazim Traders Mr. Azim Hasham Premji Partner representing Zash Traders Azim Premji Trust As at March 31, 2019 As at March 31, 2018 No. of Shares 989,215,999 % held No. of Shares 741,912,000 16.39 % held 16.40 1,187,751,441 19.68 890,813,582 19.69 1,204,319,438 19.96 903,239,580 19.97 797,948,834 13.22 618,461,626 13.67 iii. Other details of equity shares for a period of five years immediately preceding March 31, 2019 (a) (b) 1,508,469,180 bonus shares and 2,433,074,327 bonus shares were issued during the year ended March 31, 2019 and 2018 respectively. Refer note 33. 343,750,000 equity shares and 40,000,000 equity shares were bought back by the company during the year ended March 31, 2018 and 2017 respectively. Refer note 33. iv. Shares reserved for issue under option For details of shares reserved for issue under the employee stock option plan of the Company, Refer Note 30. 254 Consolidated Financial Statements under Ind ASWipro Limited 15. Borrowings Non-current Secured Obligations under finance leases * Less: Liabilities directly associated with assets held for sale Unsecured Term loans: External commercial borrowing** Borrowings from banks Loans from institutions other than banks Total Non-current Current Unsecured Bank overdrafts Borrowings from Banks *** Loans from institutions other than banks **** Total Current Total Borrowings * As at March 31, 2019 March 31, 2018 ` 496 - ` 496 ` - 27,666 206 27,872 ` 28,368 ` 4 68,041 40 ` 68,085 ` 96,453 ` 2,438 (716) ` 1,722 ` - 43,070 476 43,546 ` 45,268 ` 3,999 75,597 2 ` 79,598 ` 124,866 Current obligations under financial leases amounting to ` 1,506 (March 31, 2018: ` 3,004) is classified under “Other current financial liabilities”. ** Current obligations under external commercial borrowings amounting to Nil (March 31, 2018: ` 9,777) is classified under “Other current financial liabilities”. *** Current obligations under borrowings from banks amounting to ` 1,272 (March 31, 2018: ` 1,022) is classified under “Other current financial liabilities”. **** Current maturities of loans from institutions other than bank amounting to ` 236 (March 31, 2018: ` 343) is classified under “Other current financial liabilities”. Short-term borrowings The Company had short-term borrowings including bank overdrafts amounting to ` 68,085 and ` 79,598 as at March 31, 2019 and 2018 respectively. The principal source of Short-term borrowings from banks as of March 31, 2019 primarily consists of lines of credit of approximately ` 7,979 million, U.S. Dollar (U.S.$) 1,410 million, Canadian Dollar (CAD) 57 million, EURO 20 million and Indonesian Rupiah (IDR) 13,000 million from bankers for working capital requirements and other short term needs. As of March 31, 2019, the Company has unutilised lines of credit aggregating U.S.$ 440 million, EURO 20 million, CAD 38 million, ` 7,957 million and IDR 13,000 million. To utilise these unused lines of credit, the Company requires consent of the lender and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis. Significant portion of these facilities bear floating rates of interest, referenced to LIBOR and a spread, determined based on market conditions. The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 40,470 and ` 44,022 as of March 31, 2019 and 2018, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2019, and 2018, an amount of ` 22,014 and ` 22,476,respectively, was unutilised out of these non-fund based facilities. 255 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Long-term loans and borrowings A summary of long- term loans and borrowings is as follows: Currency Unsecured external commercial borrowing U.S. Dollar Unsecured term loans Foreign currency in millions As at March 31, 2019 Interest rate Indian Rupee Final maturity As at March 31, 2018 Indian Rupee Foreign currency in millions - - - - 150 9,777 26,395 3.01% - 3.81% 2,701 1.48% - 3.26% 162 8.29% - 9.35% July 2021 July 2021 December 2021 4.65% January 2022 2.93% February 2022 2.98% December 2020 May 2019 14.04% USD Canadian Dollar (CAD) Indian Rupee Australian Dollar (AUD) Great British Pound (GBP) Euro Brazilian Real (BRL) 382 52 - 1 ^ ^ ^ Obligations under finance leases Liabilities directly associated with assets held for sale Non-current portion of long term loans and borrowings Current portion of long term loans and borrowings ^ Value is less than ` 1 70 31 19 2 ` 29,380 2,002 - `31,382 28,368 3,014 625 72 NA 2 ^ ^ 1 40,715 3,660 366 92 42 24 12 ` 54,688 5,442 (1,469) `58,661 45,268 13,393 - Changes in financing liabilities arising from cash and non-cash changes: April 1, 2018 Cash flow Non-cash changes Assets taken on financial lease Foreign exchange movements March 31, 2019 Borrowings from banks Bank overdrafts External commercial borrowings Obligations under finance leases (Refer Note 32) Loans from other than bank ` 119,689 3,999 9,777 ` (26,228) (3,995) (10,064) 3,973 (2,234) 821 ` 138,259 (352) ` (42,873) ` - - - 14 - ` 14 ` 3,518 - 287 ` 96,979 4 - 249 2,002 13 ` 4,067 482 ` 99,467 256 Consolidated Financial Statements under Ind ASWipro Limited April 1, 2017 Cash flow Non-cash changes Assets taken on financial lease Foreign exchange movements Less: Liabilities directly associated with assets held for sale March 31, 2018 Borrowings from banks Bank overdrafts External commercial borrowings Obligations under finance leases (Refer Note 32) Loans from other than bank ` 120,911 1,992 ` (6,661) 2,007 9,728 - ` - - - 8,280 1,501 ` 142,412 (3,627) (695) ` (8,976) 766 - ` 766 ` 5,439 - 49 23 15 ` 5,526 ` - - - ` 119,689 3,999 9,777 (1,469) - ` (1,469) 3,973 821 ` 138,259 The terms of the other secured and unsecured loans and borrowings also contain certain restrictive covenants primarily requiring the Company to maintain certain financial ratios. As of March 31, 2019 and 2018 the Company has met all the covenants under these arrangements. Obligations under finance leases amounting to ` 2,002 and ` 5,442 as at March 31, 2019 and 2018 respectively, are secured by underlying property, plant and equipment. Interest expense on borrowings was ` 4,058 and ` 3,045 for the year ended March 31, 2019 and 2018 respectively. 16. Other financial liabilities Non-current Deposits and others Current Salary payable Current maturities of long term borrowings * Current maturities of obligation under finance lease * Interest accrued but not due on borrowing Unclaimed dividends Deposits and others Liabilities directly associated with assets held for sale Total * For rate of interest and other terms and conditions, refer to note 15. As at March 31, 2019 March 31, 2018 ` - ` - ` 25,644 1,508 1,506 166 93 385 - ` 29,302 ` 29,302 ` 7 ` 7 ` 16,926 11,142 3,004 336 43 671 (753) ` 31,369 ` 31,376 257 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 17. Provisions Non-current Employee benefits obligations Provision for warranty Current Employee benefits obligations Provision for warranty Others Total As at March 31, 2019 March 31, 2018 ` 2,082 2 ` 2,084 ` 10,065 275 717 ` 11,057 ` 13,141 ` 1,791 3 ` 1,794 ` 8,535 290 878 ` 9,703 ` 11,497 Provision for warranty represents cost associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilised over a period of 1 to 2 years. Other provisions primarily include provisions for indirect tax related contingencies and litigations. The timing of cash outflows in respect of such provision cannot be reasonably determined. As at March 31, 2019 As at March 31, 2018 Particulars Provision at the beginning of the year Additions during the year, net Utilised/ reversed during the year Provision at the end of the year Included in the consolidated balance sheet as follows: Non-current portion Current portion 18. Other liabilities Provision for warranty ` 293 295 (311) ` 277 ` 2 275 Others ` 878 620 (781) ` 717 ` - 717 Provision for warranty ` 440 317 (464) ` 293 Total ` 1,171 915 (1,092) ` 994 Others ` 1,197 17 (336) ` 878 Total ` 1,637 334 (800) ` 1,171 ` 2 992 ` 3 290 ` - 878 ` 3 1,168 As at March 31, 2019 March 31, 2018 Non-current Others Liabilities directly associated with assets held for sale Current Statutory and other liabilities Advance from customers Others Liabilities directly associated with assets held for sale Total 258 ` 3,176 - ` 3,176 ` 5,430 1,361 836 - ` 7,627 ` 10,803 ` 2,440 (8) ` 2,432 ` 4,263 1,901 769 (277) ` 6,656 ` 9,088 Consolidated Financial Statements under Ind ASWipro Limited19. Trade payables Trade payables Liabilities directly associated with assets held for sale As at March 31, 2019 March 31, 2018 ` 53,112 (1,909) ` 51,203 ` 62,660 - ` 62,660 Trade payables includes due to suppliers under The Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at March 31, 2019 and March 31, 2018. The disclosure pursuant to the said Act is as under: Particulars Principal amount remaining unpaid Interest due thereon remaining unpaid Interest paid by the Company in terms of Section 16 of the MSMED Act, along with the amount of the payment made to the supplier beyond the appointed day Interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the period) but without adding interest specified under the MSMED Act Interest accrued and remaining unpaid Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprises ^ Value is less than ` 1 As at March 31, 2019 March 31, 2018 ` 39 ^ 197 ` 37 1 437 ^ 4 1 - 14 ^ This information has been determined to the extent such parties have been identified on the basis of information available with the Company. 20. Revenue from operations Sale of Services Sales of Products 21. Other operating income Year ended March 31, 2019 March 31, 2018 ` 524,543 20,328 ` 544,871 ` 571,301 14,544 ` 585,845 Sale of hosted data center services business: During the year ended March 31, 2019, the Company has concluded the divestment of its hosted data center services business. The calculation of the gain on sale is shown below: Particulars Cash considerations (net of disposal costs ` 660) Less: Carrying amount of net assets disposed (including goodwill of ` 13,009) Add: Reclassification of exchange difference on foreign currency translation Gain on sale Total ` 25,432 (26,455) 4,131 ` 3,108 In accordance with the sale agreement, total cash consideration is ` 28,124 and the Company paid ` 3,766 to subscribe for units issued by the buyer. Units amounting to ` 2,032 are callable by the buyer if certain business targets committed by the Company are not met over a period of three years. The fair value of these callable units is estimated to be insignificant as at reporting date. Consequently, the sale consideration accounted of ` 24,358 and units amounting to `1,734 units issued by the buyer. 259 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Loss of control in subsidiary: During the year ended March 31, 2019, the Company has reduced its equity holding from 74% to 11% in Wipro Airport IT Services Limited. The loss/ gain on this transaction is insignificant. The assets and liabilities associated with these transactions were classified as assets held for sale and liabilities directly associated with assets held for sale amounting to `27,201 and ` 6,212 respectively as at March 31, 2018. Sale of Workday and Cornerstone OnDemand business: During the year ended March 31, 2019, the Company has concluded the Sale of Workday and Cornerstone OnDemand business except in Portugal, France and Sweden. The calculation of the gain is as shown below: Particulars Cash considerations Less: Carrying amount of net assets disposed (includes goodwill of ` 4,893 and intangible assets of ` 740) Add: Reclassification of exchange difference on foreign currency translation Gain on sale Total ` 6,645 5,475 79 ` 1,249 Assets pertaining to Portugal, France and Sweden are classified as Assets held for sale amounting to ` 240 as at March 31, 2019, which was concluded on May 31, 2019. These disposal groups do not constitute a major component of the Company and hence were not classified as discontinued operations. 22. Other income Year ended March 31, 2019 March 31, 2018 ` 17,806 609 5,410 174 ` 23,999 (107) 1,595 ` 1,488 ` 25,487 ` 20,261 361 1,990 311 ` 22,923 1,251 1,964 ` 3,215 ` 26,138 Year ended March 31, 2019 March 31, 2018 2,600 3 ` 2,603 3,273 3 3,276 ` (673) 3,101 7 ` 3,108 2,600 3 2,603 ` 505 Interest income Dividend income Net gain from investments classified as FVTPL Net gain from investments classified as FVOCI Finance and other income Foreign exchange gains/(losses), net on financial instrument measured at FVTPL Other exchange differences, net Foreign exchange gains/(losses), net 23. Changes in inventories of finished goods and stock-in-trade Opening stock Traded goods Finished products Less: Closing stock Traded goods Finished products 260 Consolidated Financial Statements under Ind ASWipro Limited 24. Employee benefits a) Employee costs includes Salaries and bonus Employee benefits plans Gratuity and other defined benefit plans Defined contribution plans Share based compensation Year ended March 31, 2019 March 31, 2018 ` 261,981 ` 289,005 1,459 7,372 1,938 ` 299,774 1,532 7,363 1,347 ` 272,223 Defined benefit plan actuarial (gains)/ losses recognised in other comprehensive income include: Re-measurement of net defined benefit liability/(asset) Return on plan assets excluding interest income Actuarial (gain)/loss arising from financial assumptions Actuarial (gain)/loss arising from demographic assumptions Actuarial (gain)/loss arising from experience adjustments Year ended March 31, 2019 March 31, 2018 ` (49) 73 (40) (266) ` (282) ` (18) (296) (54) (454) ` (822) b) Defined benefit plans Defined benefit plans include gratuity for employees drawing salary in Indian rupees and certain benefits plans in foreign jurisdictions Amount recognised in the consolidated statement of profit and loss in respect of defined benefit plans is as follows: Current service cost Net interest on net defined benefit liability/(asset) Net gratuity cost Actual return on plan assets Change in present value of defined benefit obligation is summarised below: Defined benefit obligation at the beginning of the year Acquisitions (Refer Note 40) Current service cost Interest on obligation Benefits paid Remeasurement (gains)/losses Actuarial (gain)/loss arising from financial assumptions Actuarial (gain)/loss arising from demographic assumptions Actuarial (gain)/loss arising from experience adjustments Defined benefit obligation at the end of the year Year ended March 31, 2019 March 31, 2018 ` 1,525 7 1,532 ` 501 ` 1,434 25 1,459 ` 607 As at March 31, 2019 March 31, 2018 ` 8,270 38 1,525 490 (865) ` 8,654 1,094 1,434 583 (1,047) 73 (40) (266) ` 10,485 (296) (54) (454) ` 8,654 261 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Change in plan assets is summarised below: Fair value of plan assets at the beginning of the year Acquisitions (Refer Note 40) Expected return on plan assets Employer contributions Benefits paid Remeasurement (gains)/losses Return on plan assets excluding interest income Fair value of plan assets at the end of the year Present value of unfunded obligation Recognised asset/(liability) As at March 31, 2019 March 31, 2018 ` 7,919 28 483 59 - ` 8,507 109 558 254 (34) 49 ` 9,443 (1,042) (1,042) 18 ` 8,507 (147) (147) As at March 31, 2019 and 2018, plan assets were primarily invested in insurer managed funds. The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance the liabilities of the gratuity plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed in the insurance regulations. The principal assumptions used for the purpose of actuarial valuation of these defined benefit plans are as follows: Discount rate Expected return on plan assets Expected rate of salary increase Duration of defined benefit obligations As at March 31, 2019 March 31, 2018 6.30% 6.30% 6.89% 8 years 6.05% 6.05% 6.80% 8 years The expected return on plan assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations. The discount rate is primarily based on the prevailing market yields of government securities for the estimated term of the obligations. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company. The expected future contribution and estimated future benefit payments from the fund are as follows: Expected contribution to the fund during the year ending March 31, 2019 Estimated benefit payments from the fund for the year ending March 31: 2020 2021 2022 2023 2024 Thereafter Total ` 1,331 1,686 1,203 1,171 1,150 1,133 7,552 ` 13,895 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2019. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. 262 Consolidated Financial Statements under Ind ASWipro Limited As of March 31, 2019, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/ increase of defined benefit obligation by approximately ` (405) and ` 435 respectively (March 31, 2018: ` (320) and ` 341 respectively). As of March 31, 2019, every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of defined benefit obligation by approximately ` 245 and ` (229) respectively (March 31, 2018: ` 184 and ` (173) respectively). c) Provident fund: The details of fund and plan assets are given below: Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/ excess The plan assets have been primarily invested in government securities and corporate bonds. As at March 31, 2019 March 31, 2018 ` 46,016 (46,016) ` - ` 53,015 (53,015) ` - The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Discount rate for the term of the obligation Average remaining tenure of investment portfolio Average guaranteed rate of return Also refer note 30 for details of employee stock options. 25. Finance costs Interest expense Exchange fluctuation on foreign currency borrowings, net (to the extent regarded as borrowing cost) 26. Other Expenses Rates, taxes and insurance Auditors' remuneration Audit fees For tax matters Out of pocket expenses Miscellaneous expenses As at March 31, 2019 March 31, 2018 7.35% 7 years 8.55% 7.00% 8 years 8.65% Year ended March 31, 2019 March 31, 2018 ` 3,451 2,379 ` 5,616 1,759 ` 7,375 ` 5,830 Year ended March 31, 2019 March 31, 2018 ` 2,400 ` 1,621 65 4 4 11,830 ` 13,524 57 9 4 4,740 ` 7,210 263 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 27. Income tax Income tax expense has been allocated as follows: Income tax expense as per the statement of profit and loss Income tax included in Other comprehensive income on: Unrealised gains/ (losses) on investment securities Gains/(losses) on cash flow hedging derivatives Defined benefit plan actuarial gains/(losses) Total income taxes Income tax expense consists of the following: Current taxes Domestic Foreign Deferred taxes Domestic Foreign Total income taxes Year ended March 31, 2019 March 31, 2018 ` 22,391 ` 25,243 (65) 633 47 ` 25,858 (645) (1,448) 255 ` 20,553 Year ended March 31, 2019 March 31, 2018 ` 17,986 5,663 23,649 (178) 1,772 1,594 ` 25,243 ` 18,500 7,834 26,334 3 (3,946) (3,943) ` 22,391 Income tax expenses are net of reversal of provisions pertaining to earlier periods, amounting to ` 2,267 and ` 380 for the year ended March 31, 2019 and 2018, respectively. The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory income tax rate to profit before tax is as follows: Profit before tax Enacted income tax rate in India Computed expected tax expense Effect of: Income exempt from tax Basis differences that will reverse during a tax holiday period Income taxed at higher/ (lower) rates Reversal of deferred tax liability for past years due to rate reduction* Income taxes related to prior years Changes in unrecognised deferred tax assets Expenses disallowed for tax purpose Others, net Total income taxes expenses Effective tax rate Year ended March 31, 2019 March 31, 2018 ` 102,422 34.61% 35,448 ` 115,422 34.94% 40,328 (18,469) (796) (1,002) - (2,267) 3,972 3,503 (26) ` 25,243 21.87% (12,878) 167 (111) (1,563) (380) 239 1,431 38 ` 22,391 21.86% * The “Tax Cuts and Jobs Act,” was signed into law on December 22, 2017 (‘US tax reforms’) which among other things, makes significant changes to the rules applicable to the taxation of corporations, such as changing the corporate tax rate from 35% to 21% rate effective January 1, 2018. For the year ended March 2018, the Company took a positive impact of ` 1,563 on account of re-statement of deferred tax items pursuant to US tax reforms. 264 Consolidated Financial Statements under Ind ASWipro Limited The components of deferred tax assets and liabilities are as follows: Carry-forward losses * Trade payables and other liabilities Allowances for lifetime expected credit losses Minimum alternate tax Cash flow hedges Others Property, plant and equipment Amortisable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liabilities Others Net deferred tax assets / (liabilities) Amounts presented in statement of consolidated balance sheet Deferred tax assets Deferred tax liabilities As at March 31, 2019 March 31, 2018 ` 5,694 3,107 4,499 74 29 - 13,403 (2,132) (1,810) (3,190) (1,712) - (273) (403) ` (9,520) ` 3,883 ` 3,149 3,713 4,521 - - 318 11,701 (1,807) (1,899) (2,295) (1,455) (604) (289) (1,132) ` (9,481) ` 2,220 ` 5,604 ` (3,384) ` 6,908 ` (3,025) * Includes deferred tax asset recognised on carry-forward losses pertaining to business combinations. Movement in deferred tax assets and liabilities Movement during the year ended March 31, 2019 Carry-forward losses Trade payables and other liabilities Allowances for lifetime expected credit losses Minimum alternate tax Property, plant and equipment Amortisable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liabilities Others Total As at April 1, 2018 5,694 3,107 4,499 74 (2,132) (1,810) (3,190) (1,712) 29 (273) (403) 3,883 Credit/ (charge) in the consolidated statement of profit and loss (2,879) 295 9 (74) 217 16 1,076 186 - (1) (439) (1,594) Credit/ (charge) in the Other comprehensive income Others (Refer Note 40) As at March 31, 2019 334 (22) 2 - (93) (105) (181) 71 (633) (15) 27 (615) - 333 11 - 201 - - - - - 1 546 3,149 3,713 4,521 - (1,807) (1,899) (2,295) (1,455) (604) (289) (814) 2,220 265 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Movement during the year ended March 31, 2018 As at April 1, 2017 Carry-forward losses Trade payables and other liabilities Allowances for lifetime expected credit losses Minimum alternate tax Property, plant and equipment Amortisable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liabilities Others Total 5,513 3,151 2,955 1,520 (4,117) (4,057) (4,511) (2,245) (1,419) (183) (87) (3,480) Credit/ (charge) in the consolidated statement of profit and loss 133 243 Credit/ (charge) in the Other comprehensive income 48 (246) 1,564 (1,446) 911 1,522 1,546 (112) - (35) (383) 3,943 2 - (76) (53) (112) 645 1,448 (9) (75) 1,572 On account of business combination - - - - - - (113) - - - - (113) Assets held for sale - (41) As at March 31, 2018 5,694 3,107 (22) 4,499 - 1,150 74 (2,132) 778 - - (1,810) (3,190) (1,712) - (46) 142 1,961 29 (273) (403) 3,883 Deferred taxes on unrealised foreign exchange gain / loss relating to cash flow hedges, fair value movements in investments and actuarial gains/losses on defined benefit plans are recognised in other comprehensive income. Deferred tax liability on the intangible assets identified and carry forward losses on acquisitions is recorded by an adjustment to goodwill. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the consolidated statement of profit and loss. In assessing the realisability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry- forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realise the benefits of these deductible differences. The amount of deferred tax asset considered realisable, however, could be reduced in the near term if the estimates of future taxable income during the carry-forward period are reduced. Deferred tax asset amounting to ` 6,769 and ` 3,756 as at March 31, 2019 and 2018, respectively in respect of unused tax losses have not been recognised by the Company. The tax loss carry-forwards of ` 24,355 and ` 14,510 as at March 31, 2019 and 2018, respectively, relates to certain subsidiaries on which deferred tax asset has not been recognised by the Company, because there is a lack of reasonable certainty that these subsidiaries may generate future taxable profits. Approximately, ` 8,191 and ` 6,223 as at March 31, 2019 and 2018, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately, ` 16,164 and ` 8,287 as at March 31, 2019 and 2018, respectively, expires in various years through fiscal 2038. The Company has recognised deferred tax assets of ` 3,149 and ` 5,694 primarily in respect of carry forward losses of its various subsidiaries as at March 31, 2019 and 2018, respectively. Management’s projections of future taxable income and tax planning strategies support the assumption that it is probable that sufficient taxable income will be available to utilise these deferred tax assets. The Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions. The Company was required to pay MAT and accordingly, a deferred tax asset of ` Nil and ` 74 has been recognised in the statement of consolidated balance sheet as of March 31, 2019 and 2018 respectively. 266 Consolidated Financial Statements under Ind ASWipro Limited A substantial portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export operations and profits from units established under the Special Economic Zone Act, 2005 scheme. Units designated in special economic zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. The tax holiday period being currently available to the Company expires in various years through fiscal 2032-33. The expiration period of tax holiday for each unit within a SEZ is determined based on the number of years that have lapsed following year of commencement of production by that unit. The impact of tax holidays has resulted in a decrease of current tax expense of ` 15,390 and ` 11,635 for the years ended March 31, 2019 and 2018, respectively, compared to the effective tax amounts that we estimate we would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2019 and 2018 was ` 2.56 and ` 1.84, respectively. Deferred income tax liabilities are recognised for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Accordingly, deferred income tax liabilities on cumulative earnings of subsidiaries amounting to ` 52,488 and ` 51,432 as of March 31, 2019 and 2018, respectively and branch profit tax @ 15% of the US branch profit have not been recognised. Further, it is not practicable to estimate the amount of the unrecognised deferred tax liabilities for these undistributed earnings. 28. Foreign currency translation reserve The movement in foreign currency translation reserve attributable to equity holders of the Company is summarised below: Balance at the beginning of the year Translation difference related to foreign operations, net Reclassification of foreign currency translation differences to profit and loss on sale of hosted data center services business Reclassification of foreign currency translation differences to profit and loss on sale of Workday and Cornerstone OnDemand business Change in effective portion of hedges of net investment in foreign operations Total change during the year Balance at the end of the year 29. Earnings per equity share As at March 31, 2019 March 31, 2018 ` 12,146 3,542 - ` 15,639 2,906 (4,131) (79) - (287) (1,591) ` 14,048 (49) 3,493 ` 15,639 A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below: Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares. Profit attributable to equity holders of the Company Weighted average number of equity shares outstanding Basic earnings per share Year ended March 31, 2019 March 31, 2018 ` 80,028 6,333,391,200 ` 12.64 ` 90,037 6,007,376,837 ` 14.99 Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company. 267 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair value (determined as the average market price of the Company’s shares during the year). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. Profit attributable to equity holders of the Company Weighted average number of equity shares outstanding Effect of dilutive equivalent share options Weighted average number of equity shares for diluted earnings per share Diluted earnings per share Year ended March 31, 2019 March 31, 2018 ` 80,028 6,333,391,200 11,091,433 6,344,482,633 ` 12.61 ` 90,037 6,007,376,837 14,927,530 6,022,304,367 ` 14.95 Earnings per share and number of share outstanding for the year ended March 31, 2018, has been proportionately adjusted for the bonus issue in the ratio of 1:3 i.e. 1 (one) bonus equity share of ` 2 each for every 3 (three) fully paid-up equity shares held (including ADS holders). (Refer Note 33). 30. Employee stock option The stock compensation expense recognised for employee services received during the year ended March 31, 2019 and 2018 were ` 1,938 and ` 1,347, respectively. Wipro Equity Reward Trust (“WERT”) In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier years, WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board Governance, Nomination and Compensation Committee recommends to WERT certain officers and key employees, to whom WERT issues shares from its holdings at nominal price subject to vesting conditions. WERT held 27,353,853 and 23,097,216 treasury shares as of March 31, 2019 and 2018, respectively. Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Name of Plan Number of Options reserved under the plan Range of Exercise Price Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) * Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) * Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) * Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013 ** Wipro Employee Stock Option plan 2000 (2000 plan) *** 59,797,979 59,797,979 49,831,651 39,546,197 747,474,747 US $ 0.03 ` 2 ` 2 ` 2 ` 171 - 490 Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest in tranches over a period of three to five years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. * The maximum contractual term for these Stock Option Plans and Restricted Stock Unit Option Plans is perpetual until the options are available for grant under the plan. ** The maximum contractual term for these Stock Option Plans is up to May 29, 2023, until the options are available for grant under the plan. *** The maximum contractual term for these Stock Option Plans is up to July 26, 2020, until the options are available for grant under the plan. 268 Consolidated Financial Statements under Ind ASWipro Limited The activity in these stock option plans is summarised below: Particulars Outstanding at the beginning of the year Bonus on outstanding (Refer note 33) Granted* Exercised Forfeited and expired Outstanding at the end of the year Exercisable at the end of the year Range of exercise price ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 Year ended March 31, 2019 March 31, 2018 Number Weighted Average Exercise Price Number Weighted Average Exercise Price - ` 480.20 20,181 ` 480.20 13,543,997 10,199,054 - 4,773,755 3,957,434 - 4,607,000 4,849,000 - (2,739,097) (1,541,803) - (2,578,192) (3,016,895) - 17,607,463 14,446,790 - 1,300,781 948,877 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 7,952,083 5,288,783 - 6,968,406 4,077,070 - 4,612,400 3,897,000 (20,181) (5,325,217) (2,565,976) - (663,675) (497,823) - 13,543,997 10,199,054 - 1,875,994 789,962 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 The following table summarises information about outstanding stock options and restricted stock unit option plan: Range of exercise price Year ended March 31, Numbers ` 480.20 ` 2 US $ 0.03 - 17,607,463 14,446,790 2019 Weighted Average Remaining life (months) - Weighted Average Exercise Price ` 480.20 24 ` 2 US $ 0.03 26 Numbers - 13,543,997 10,199,054 2018 Weighted Average Remaining life (months) - 27 28 Weighted Average Exercise Price ` 480.20 ` 2 US $ 0.03 The weighted-average grant-date fair value of options granted during the year ended March 31, 2019 and 2018 was ` 349.81 and ` 337.74 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2019 and 2018 was ` 325.85 and ` 303.44 for each option, respectively. * Includes 1,567,000, 1,097,600 and 79,000 Performance based stock options (RSU) granted during the year ended March 31, 2019, 2018 and 2017, respectively. 1,673,000, 1,113,600 and 188,000 Performance based stock options (ADS) during the year ended March 31, 2019, 2018 and 2017, respectively. Performance based stock options (RSU) were issued under Wipro Employee Restricted Stock Unit plan 2007 (WSRUP 2007 plan) and Performance based stock options (ADS) were issued under Wipro granted ADS Restricted Stock Unit Plan (WARSUP 2004 plan). 269 Consolidated Financial Statements under Ind ASAnnual Report 2018-1931. Finance lease receivables Finance lease receivables consist of assets that are leased to customers for a contract term ranging from 1 to 7 years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given below: As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Not later than one year Later than one year but not later than five years Later than five years Gross investment in lease Less: Unearned finance income Present value of minimum lease payment receivables Included in the consolidated balance sheet as follows: Non-current Current 32. Assets taken on lease Minimum lease payments Present value of minimum lease payment ` 1,742 ` 2,414 ` 1,618 ` 2,271 2,739 - 5,010 - ` 3,412 ` 5,010 ` 3,412 ` 5,010 2,890 - 5,304 (294) 1,813 44 3,599 (187) 1,752 42 3,412 - 1,794 1,618 2,739 2,271 Finance leases: The following is a schedule of future minimum lease payments under finance leases, together with the present value of minimum lease payment as of March 31, 2019 and 2018: As at March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 Not later than one year Later than one year but not later than five years Later than five years Total minimum lease payments Less: Amounts representing interest Present value of minimum lease payment receivables Included in the consolidated balance sheet as follows: Obligation under finance lease Included in the consolidated balance sheet as follows: Non-current Current Minimum lease payments Present value of minimum lease payment ` 1,555 ` 3,838 ` 1,506 ` 3,720 1,722 - 5,442 - 5,442 (1,469) ` 2,002 ` 3,973 ` 2,002 ` 3,973 1,784 - 5,622 (180) 5,442 (1,469) 496 - 2,002 - 2,002 - 506 - 2,061 (59) 2,002 - 496 1,506 1,722 2,251 Operating leases: The Company has taken offices, vehicles and IT equipments under cancellable and non- cancelable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extend up a maximum of fifteen years from their respective dates of inception and some of these lease agreements have price escalation clause. Rental payments under such leases were ` 6,490 and ` 6,236 during the years ended March 31, 2019 and March 31, 2018, respectively. 270 Consolidated Financial Statements under Ind ASWipro Limited Details of contractual payments under non-cancelable leases are given below: Not later than one year Later than one year and not later than five years Later than five years Total 33. Dividends, Bonus and Buyback of equity shares As at March 31, 2019 March 31, 2018 ` 6,186 12,470 2,354 ` 21,010 ` 7,006 11,106 1,629 ` 19,741 The Company declares and pays dividends in Indian rupees. According to the Companies Act, 2013 any dividend should be declared out of accumulated distributable profits. A Company may, before the declaration of any dividend, transfer a percentage of its profits for that financial year as it may consider appropriate to the reserves. The cash dividends paid per equity share were ` 1, and ` 1, during the years ended March 31, 2019 and 2018, respectively, including an interim dividend of ` 1 and ` 1 for the year ended March 31, 2019 and 2018, respectively. During the year ended March 31, 2019, the bonus issue in the proportion of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3 (three) fully paid-up equity shares held (including ADS holders) was approved by the shareholders of the Company on February 22, 2019, through Postal Ballot /e-voting. Subsequently, on March 8, 2019, the Company allotted 1,508,469,180 equity shares to shareholders who held equity shares as on the record date of March 7, 2019 and ` 3,016 (representing par value of ` 2 per share) was transferred from capital redemption reserves, share Options Outstanding Account and retained earnings to the share capital. During the year ended March 31, 2018, the bonus issue in the proportion of 1:1 i.e.1 (One) bonus equity share of ` 2 each for every 1 (one) fully paid-up equity share held (including ADS holders) had been approved by the shareholders of the Company on June 03, 2017 through Postal Ballot /e-voting. For this purpose, June 14, 2017, was fixed as the record date. Consequently, on June 15, 2017, the Company allotted 2,433,074,327 shares and ` 4,866 (representing par value of ` 2 per share) has been transferred from retained earnings to share capital. During the year ended March 31, 2018, the Company has concluded the buyback of 343,750,000 equity shares as approved by the Board of Directors on July 20, 2017. This has resulted in a total cash outflow of ` 110,000. In line with the requirement of the Companies Act 2013, an amount of ` 1,656 and ` 108,344 has been utilised from the share Options Outstanding Account account and retained earnings respectively. Further, capital redemption reserves (included in other reserves) of ` 687 (representing the nominal value of the shares bought back) has been created as an apportionment from retained earnings. Consequent to such buyback, share capital has reduced by ` 687. 34. Additional capital disclosures The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company. The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The amount of future dividends/ buyback of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status. 271 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 The capital structure as of March 31, 2019 and 2018 was as follows: Equity attributable to the equity shareholders of the Company (A) As percentage of total capital As at March 31, 2019 March 31, 2018 ` 479,263 78% ` 564,226 85% % Change 17.73% Current borrowings * Non-current borrowings Total borrowings (B) As percentage of total capital Total capital (A) + (B) * Includes current obligation under borrowings classified under “Other current financial liabilities” 92,991 45,268 ` 138,259 22% ` 617,522 71,099 28,368 ` 99,467 15% ` 663,693 (28.06)% 7.48% Borrowings represents 15 % and 22 % of total capital as of March 31, 2019 and 2018, respectively. The Company is not subjected to any externally imposed capital requirements. 35. Commitments and contingencies Capital commitments: As at March 31, 2019 and 2018 the Company had committed to spend approximately ` 12,443 and ` 13,091 respectively, under agreements to purchase/ construct property and equipment. These amounts are net of capital advances paid in respect of these purchases. Guarantees: As at March 31, 2019 and 2018, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ` 18,546 and ` 21,546 respectively, as part of the bank line of credit. Contingencies and lawsuits: The Company is subject to legal proceedings and claims (including tax assessment orders/ penalty notices) which have arisen in the ordinary course of its business. Some of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The significant of such matters are discussed below. In March 2004, the Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bangalore. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2011 and the aggregate demand is ` 47,583 (including interest of ` 13,832). The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2008. Further appeals have been filed by the Income tax authorities before the Hon’ble High Court. The Hon’ble High Court has heard and disposed-off majority of the issues in favor of the Company up to years ended March 31, 2004. Department has filed a Special Leave Petition (SLP) before the Supreme Court of India for the year ended March 31, 2001 to March 31, 2004. On similar issues for years up to March 31, 2000, the Hon’ble High Court of Karnataka has upheld the claim of the Company under section 10A of the Act. For the year ended March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (ITAT). For years ended March 31, 2010 and March 31, 2011, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the ITAT. For year ended March 31, 2013, the Company received the final assessment order in November 2017 with a demand of ` 3,286 (including interest of ` 1,166), arising primarily on account of section 10AA issues with respect to exclusion from Export Turnover. The Company has filed an appeal before Hon’ble ITAT, Bengaluru within the prescribed timelines. For year ended March 31, 2014, the Company received the final assessment order in September 2018 with a demand of ` 1,030 (including Nil interest), arising primarily on account of transfer pricing issues. The Company has filed an appeal before the Hon’ble ITAT, Bengaluru within the prescribed timelines. 272 Consolidated Financial Statements under Ind ASWipro Limited For year ended March 31, 2015, the Company received the Draft assessment order in December 2018 with a demand of ` 6,467 (including interest of ` 2,007), arising primarily on account of Capitalization of wages. The Company has filed objections before the Dispute Resolution Panel (Bengaluru) within the prescribed timelines. Income tax demands against the Company amounting to ` 66,441 and ` 101,440 are not acknowledged as debt as at March 31, 2019 and March 31, 2018, respectively. The contingent liability has been reworked on the basis of recent judicial pronouncements and updates. These matters are pending before various Appellate Authorities and the management expects its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company’s financial position and results of operations. The contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters amounts to ` 8,477 and ` 7,745 as at March 31, 2019 and 2018. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. 36. Segment information During the year ended March 31, 2019, the Company have organised India State Run Enterprise segment (ISRE) as a separate segment, which was earlier part of IT Services segment. The Company is now organised by the following operating segments: IT Services, IT Products and India State Run Enterprise segment (ISRE). Comparative information has been restated to give effect to the above changes. IT Services: The IT Services segment primarily consists of IT Service offerings to customers organised by industry verticals. Effective April 1, 2018, consequent to change in organisation structure, the Company reorganised its industry verticals. The Manufacturing (MFG) and Technology Business unit (TECH) are split from the former Manufacturing & Technology (MNT) business unit. The revised industry verticals are as follows: Banking, Financial Services and Insurance (BFSI), Health Business unit (Health BU) previously known as Health Care and Life Sciences Business unit (HLS), Consumer Business unit (CBU), Energy, Natural Resources & Utilities (ENU), Manufacturing (MFG), Technology (TECH) and Communications (COMM). Key service offerings to customers includes software application development and maintenance, research and development services for hardware and software design, business application services, analytics, consulting, infrastructure outsourcing services and business process services. Comparative information has been restated to give effect to the above changes. IT Products: The Company is a value-added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. Revenue relating to the above items is reported as revenue from the sale of IT Products. India State Run Enterprise segment (ISRE): This segment consists of IT Services offerings to entities/ departments owned or controlled by Government of India and/ or any State Governments. The Chairman and Managing Director of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, “Operating Segments.” The Chairman of the Company evaluates the segments based on their revenue growth and operating income. Assets and liabilities used in the Company’s business are not identified to any of the operating segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous. 273 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Information on reportable segment for the year ended March 31, 2019 is as follows: IT Services ENU CBU Health BU 75,081 89,313 72,830 76,591 46,496 TECH MFG BFSI 175,262 COMM Total IT Products ISRE Reconciling Items Total 32,680 568,253 4,344 12,312 8,544 (49) 589,060 4,344 33,831 8,638 16,828 7,081 15,916 8,327 4,396 95,017 3,142 102,503 (1,047) (1,829) (1,047) (1,829) 290 290 92,431 3,142 99,917 (7,375) 22,923 (43) 115,422 (25,243) 90,179 19,467 Revenue Other operating income Segment Result Unallocated Segment Result Total Finance costs Finance and other income Share of net profit/ (loss) of associates accounted for using the equity method Profit before tax Income tax expense Profit for the year Depreciation, amortisation and impairment expense Information on reportable segment for the year ended March 31, 2018 is as follows: BFSI 144,139 24,549 Revenue Segment Result Unallocated Segment Result Total Finance costs Finance and other income Share of net profit/ (loss) of associates accounted for using the equity method Profit before tax Income tax expense Profit for the year Depreciation, amortisation and impairment expense IT Services ENU CBU MFG TECH COMM Total Health BU 74,136 77,914 67,841 73,947 46,081 33,658 517,716 79,812 3,347 83,159 8,097 14,680 9,624 12,619 7,007 3,236 IT Products ISRE Reconciling Items Total 17,998 10,694 454 - 454 362 - 362 (49) 546,359 80,895 267 3,347 - 84,242 267 (5,830) 23,999 11 102,422 (22,391) 80,031 21,117 The Company has four geographic segments: India, Americas, Europe and Rest of the world. Revenues from the geographic segments based on domicile of the customer are as follows: India Americas* Europe Rest of the world Total * Substantially related to Operations in the United States of America 274 Year ended March 31, 2019 ` 30,999 325,432 147,074 85,555 ` 589,060 March 31, 2018 ` 43,099 283,515 138,597 81,148 ` 546,359 Consolidated Financial Statements under Ind ASWipro Limited No customer individually accounted for more than 10% of the revenues during the year ended March 31, 2019 and 2018. Management believes that it is currently not practicable to provide disclosure of geographical location wise assets, since the meaningful segregation of the available information is onerous. Notes: a) “Reconciling items” includes elimination of inter-segment transactions and other corporate activities. b) Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues. c) For the purpose of segment reporting, the Company has included the impact of “foreign exchange gains / (losses), net” in revenues (which is reported as a part of operating profit in the consolidated statement of profit and loss). d) For evaluating performance of the individual operating segments, stock compensation expense is allocated on the basis of straight line amortisation. The differential impact of accelerated amortisation of stock compensation expense over stock compensation expense allocated to the individual operating segments is reported in reconciling items. e) The Company generally offers multi-year payment terms in certain total outsourcing contracts. These payment terms primarily relate to IT hardware, software and certain transformation services in outsourcing contracts. The finance income on deferred consideration earned under these contracts is included in the revenue of the respective segment and is eliminated under reconciling items. f) Segment results for ENU and COMM industry vertical for year ended March 31, 2018 is after considering the impact of provision by ` 3,175 and ` 1,437 for impairment of receivables and deferred contract costs. g) Net gain from the sale of hosted data center services, Workday and Cornerstone OnDemand business and disposal of Wipro Airport IT Services Limited, amounting to ` 4,344, is included as part of IT services segment result for the year ended March 31, 2019, respectively. Refer Note 21. h) Segment results for ENU industry vertical for the year ended March 31, 2019, is after considering the impact of ` 5,141 ($ 75) paid to National Grid on settlement of a legal claim against the Company. i) j) Segment results of Health BU industry vertical for the year ended March 31, 2019 and 2018, is after considering the impact of impairment charges recorded on certain software platform and intangible assets recognised on acquisition (Refer Note 4 and 5). Segment results of IT services segment is after recognition of share-based compensation expense of ` 1,841 and ` 1,402 for the year ended March 31, 2019 and 2018 are respectively. The share-based compensation expense pertaining to other segments is not material. 37. Related party relationship and transactions List of subsidiaries and associates as of March 31, 2019 are provided in the table below: Subsidiaries Subsidiaries Subsidiaries Wipro LLC Wipro Gallagher Solutions, LLC. Wipro Insurance Solutions LLC Wipro IT Services, LLC. Opus Capital Markets Consultants LLC Wipro Promax Analytics Solutions Americas LLC HealthPlan Services, Inc. *** Appirio, Inc. *** Cooper Software, LLC. Infocrossing, LLC Wipro US Foundation Country of Incorporation USA USA USA USA USA USA USA USA USA USA USA 275 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Subsidiaries Subsidiaries Subsidiaries Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (UK) Limited Wipro Information Technology Austria GmbH ** Wipro Technologies Austria GmbH ** NewLogic Technologies SARL ** Wipro Cyprus SE Wipro Digital Aps Wipro Europe Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. Designit A/S *** Wipro UK Limited Wipro Doha LLC # Wipro Technologies SA DE CV Wipro Philippines, Inc. Wipro Holdings Hungary Korlátolt Felelosségu Társaság Wipro Information Technology Egypt SAE Wipro Arabia Co. Limited * Wipro Poland SP Z.O.O Wipro IT Services Poland SP Z.O.O Wipro Technologies Australia Pty Ltd Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro IT Service Ukraine LLC Wipro Information Technology Netherlands BV. Wipro Holdings Hungary Korlátolt Felelosségu Társaság Women’s Business Park Technologies Limited * Wipro Technologies Nigeria Limited Country of Incorporation India Japan China India India U.K. Denmark Denmark U.K. U.K. U.K. Romania Austria Austria France Cyprus Qatar Mexico Philippines Hungary Hungary Egypt Saudi Arabia Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Ukraine Netherlands Wipro Technologies SA Wipro Portugal S.A. *** Limited Liability Company Wipro Technologies Limited Wipro Technology Chile SPA Wipro Solutions Canada Limited Argentina Portugal Russia Chile Canada 276 Consolidated Financial Statements under Ind ASWipro LimitedSubsidiaries Subsidiaries Subsidiaries Wipro Information Technology Kazakhstan LLP Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C Wipro do BrasilServicos de Tecnologia S.A. Wipro do BrasilTechnologiaLtda *** Wipro Technologies S.R.L. PT. WT Indonesia Wipro (Thailand) Co. Limited Wipro Bahrain Limited Co. S.P.C Wipro Gulf LLC Rainbow Software LLC Cellent GmbH Wipro (Dalian) Limited Wipro Technologies SDN BHD Cellent GmbH *** Wipro Networks Pte Limited Wipro Chengdu Limited Appirio India Cloud Solutions Private Limited ** Wipro IT Services Bangladesh Limited Wipro HR Services India Private Limited Country of Incorporation Kazakhstan Costa Rica Ireland Venezuela Peru Brazil Brazil Romania Indonesia Thailand Bahrain Sultanate of Oman Iraq Germany Austria Singapore China Malaysia China India Bangladesh India * # All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Co. Limited and 55% of the equity securities of Women’s Business Park Technologies Limited are held by Wipro Arabia Co. Limited. 51% of equity securities of Wipro Doha LLC are held by a local shareholder. However, the beneficial interest in these holdings is with the Company. The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’, ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa *** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit A/S, Cellent GmbH, HealthPlan Services, Inc. and Appirio, Inc. are as follows Subsidiaries Subsidiaries Subsidiaries Wipro Portugal S.A. Wipro do Brasil Technologia Ltda Wipro Technologies GmbH Wipro Do Brasil Sistemetas De Informatica Ltd Country of Incorporation Portugal Germany Brazil Brazil 277 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Subsidiaries Subsidiaries Subsidiaries Designit A/S Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Denextep Spain Digital, S.L Frontworx Informations technologie GmbH HealthPlan Services Insurance Agency, LLC. Appirio, K.K Topcoder, LLC. Appirio Ltd Designit Colombia S A S Designit Peru SAC Appirio GmbH Apprio Ltd (UK) Cellent GmbH HealthPlan Services, Inc. Appirio, Inc. Country of Incorporation Denmark Denmark Germany Norway Sweden Israel Japan Spain Colombia Peru Austria Austria USA USA USA Japan USA Ireland Germany U.K. ** Vide its order dated March 29, 2019, the Hon’ble National Company Law Tribunal, Bengaluru bench, approved the scheme of amalgamation for the merger of wholly owned subsidiaries Wipro Information Technology Austria GmbH, Wipro Technologies Austria GmbH, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited. As per the said scheme, the appointed date is April 1, 2018. As at March 31, 2019, the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management, LLC, investments accounted for using the equity method. The list of controlled trusts are: Name of the entity Wipro Equity Reward Trust Wipro Foundation The other related parties are: Name of the related parties: Azim Premji Foundation Azim Premji Foundation for Development Hasham Traders Prazim Traders Zash Traders Hasham Investment and Trading Co. Pvt. Ltd Azim Premji Philanthropic Initiatives Pvt. Ltd Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited 278 Country of incorporation India India Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Consolidated Financial Statements under Ind ASWipro Limited Nature Executive Chairman and Managing Director Executive Vice Chairman (vii) Chief Executive Officer and Executive Director (iii) Non-Executive Director Non-Executive Director Non-Executive Director (v) Non-Executive Director Non-Executive Director Non-Executive Director (vi) Non-Executive Director Executive Director and Chief Strategy Officer (ii) Non-Executive Director (iv) Non-Executive Director (iv) Additional Director (viii) Chief Financial Officer (i) Company Secretary Name of the related parties: Key management personnel Azim H Premji T K Kurien Abidali Z Neemuchwala Dr. Ashok Ganguly N Vaghul Dr. Jagdish N Sheth William Arthur Owens M.K. Sharma Vyomesh Joshi Ireena Vittal Rishad A Premji Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya Jatin Pravinchandra Dalal M Sanaulla Khan Effective April 1, 2015 (i) (ii) Effective May 1, 2015 (iii) Effective February 1, 2016 (iv) Effective April 1, 2016 (v) Up to July 18, 2016 (vi) Up to July 19, 2016 (vii) Up to January 31, 2017 (viii) Effective January 1, 2019 Relatives of key management personnel: - - Yasmeen H. Premji Tariq Azim Premji The Company has the following related party transactions: Transaction / balances Entities controlled by Directors Key Management Personnel Sales of goods and services Assets purchased Dividend Buyback of shares Rental Income Rent Paid Others Key management personnel * Remuneration and short-term benefits Other benefits Balance as at the year end Receivables Payables ^ Value is less than ` 1 March 31, 2019 March 31, 2018 March 31, 2019 March 31, 2018 - - 191 ^ - 6 - 136 290 3,171 63,745 42 7 31 102 240 3,171 - 43 8 63 - - 191 - - 5 - - - 132 8 - - 39 57 356 174 - 156 260 131 - 55 279 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 Further, investment in associates during the year ` Nil and ` 261 as at March 31, 2019 and 2018 respectively. * Post employment benefit comprising compensated absences is not disclosed as this are determined for the Company as a whole. Benefits includes the prorated value of Restricted Stock Units (“RSU’s”) granted to the personnel, which vest over a period of time. Other benefits include share based compensation ` 166 and ` 124 for the year ended March 31, 2019 and 2018, respectively. The following are the significant related party transactions during the year ended March 31, 2019 and 2018: Year ended March 31, 2019 March 31, 2018 Asset purchased/ capitalised Wipro Enterprises (P) Limited Sales of goods and services Wipro Enterprises (P) Limited Dividend paid Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Azim Premji Buyback of shares Azim Premji Trust Rental income Wipro Enterprises (P) Limited Remuneration paid to key management personnel Azim Premji Abidali Z. Neemuchwala Rishad Azim Premji Jatin Pravinchandra Dalal M Sanaullah Khan 38. Corporate Social Responsibility 240 102 742 891 903 618 187 - 42 18 273 68 61 16 290 136 742 891 903 618 187 57,494 40 9 182 59 47 12 a. Gross amount required to be spent by the Wipro during the year ` 1,783 (March 31, 2018: ` 1,835). b. Amount spent during the year on: (i) Construction/ acquisition of any asset (ii) On purpose other than above (i) above Total amount spent during the year (i) Construction/ acquisition of any asset (ii) On purpose other than above (i) above Total amount spent during the year 280 For the year ended March 31, 2019 In Cash ` - 1,482 ` 1,482 Yet to be paid in Cash ` - 380 ` 380 Total ` - 1,862 ` 1,862 For the year ended March 31, 2018 In Cash ` - 1,632 ` 1,632 Yet to be paid in Cash ` - 236 ` 236 Total ` - 1,868 ` 1,868 Consolidated Financial Statements under Ind ASWipro Limited 39. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements Name of the Subsidiary Net Asset Share in Profit or Loss Share in Other comprehensive income Share in total comprehensive income Parent Wipro Limited Indian Subsidiaries Wipro Overseas IT Services Pvt. Ltd Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro HR Services India Private Limited Foreign Subsidiaries Wipro LLC Wipro Gallagher Solutions, LLC. Opus Capital Markets Consultants LLC Wipro Promax Analytics Solutions Americas LLC Wipro Insurance Solutions LLC Wipro IT Services, LLC. HealthPlan Services, Inc. Appirio, Inc. Cooper Software, LLC. Infocrossing, LLC Wipro US Foundation Wipro Japan KK Wipro Shanghai Limited Wipro Holdings (UK) Limited Wipro Digital Aps Designit A/S Wipro Europe Limited Wipro UK Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. Wipro Cyprus SE Wipro Doha LLC Wipro Technologies SA DE CV Wipro Philippines, Inc. Wipro Holdings Hungary Korlátolt Felelosségu Társaság Wipro Holdings Investment Korlátolt Felelosségu Társaság Wipro Information Technology Egypt SAE As % of total Amount in ` As % of total Amount in ` As % of total Amount in ` As % of total Amount in ` 75.8% 493,920 172.3% 76,140 20.0% 1,246 153.5% 77,386 - 0.0% 0.0% - 44 126 - 0.0% 0.0% - 2 1 - - - - - - - 0.0% 0.0% - 2 1 0.7% 4,521 0.9% 397 (0.1)% (5) 0.8% 392 2.9% 18,748 (56.3)% (24,868) 708 0.6% 3,686 1.6% 222.7% 13,906 (21.7)% (10,962) 900 1.8% 3.1% 192 0.1% 380 (0.3)% (153) 0.5% 32 (0.2)% (121) (0.1)% (414) (0.3)% (136) (0.2)% (13) (0.3)% (149) 0.0% 137 (0.7)% (4,280) (0.5)% (3,391) 1.4% 8,967 (0.0)% (11) (0.5)% (3,273) - - 601 0.1% 0.1% 388 0.4% 2,442 0.6% 4,052 954 0.1% 57 0.0% 145 0.0% 3 0.1% 0.0% 8 (48.6)% (21,461) (152.6)% (9,531) 56 (11.4)% (5,039) (12) 14.1% 6,237 (1) 0.0% 2 (113) 3.4% 1,510 - - 9 12 (2) 58 106 1 (22) (5) 20 (198) 15 - 23 18 0.9% (0.2)% (0.0)% (1.8)% - 0.1% (0.0)% 1.7% (0.4)% 0.3% - 0.4% - 0.0% 0.1% 0.0% (0.0)% (0.4)% 0.0% 0.0% 0.0% 11 (61.5)% (30,992) (9.9)% (4,983) 12.3% 6,225 0.0% 1 2.8% 1,397 - 21 56 107 (27) (178) 15 41 - 0.0% 0.1% 0.2% (0.1)% (0.4)% 0.0% 0.1% (0.0)% (41) (0.0)% (4) 0.0% 1 (0.0)% (3) (0.0)% (27) 4.5% 29,143 352 0.1% (272) (0.0)% 1.3% 8,767 (0.1)% 1.2% 0.6% (0.5)% (29) 548 274 (215) 8.7% 3,865 5.6% 36,377 1.1% 492 3.7% 24,056 3.9% 1,717 0.0% - 0.1% 0.5% 4.0% - - 2 - 5 33 248 - - (0.1)% 1.1% 0.6% (0.4)% (27) 548 279 (182) 8.2% 4,113 1.0% 492 3.4% 1,717 (0.0)% (122) (0.0)% (1) (0.1)% (9) (0.0)% (10) 281 Consolidated Financial Statements under Ind ASAnnual Report 2018-19Name of the Subsidiary Net Asset Share in Profit or Loss Share in Other comprehensive income Share in total comprehensive income As % of total Amount in ` As % of total Amount in ` As % of total Amount in ` As % of total Amount in ` 1.3% 8,411 1.0% 0.0% 0.1% 0.1% 66 (0.0)% 392 530 0.1% 0.5% (0.1)% (479) (0.0)% 431 (4) 39 214 (6) 8.0% 0.0% (0.4)% (0.5)% 500 1.8% 2 (0.0)% (26) (31) 0.0% 0.4% 0.2% 10 0.0% 0.0% 31 0.0% 6 (0.1)% (5) 0.0% 931 (2) 13 183 4 1 0.1% 489 (0.1)% (57) (1.4)% (88) (0.3)% (145) 0.0% (0.0)% 78 (3) 0.1% - 39 - 0.0% - 2 - 0.1% - 41 - 0.6% 3,594 1.1% 491 (0.4)% (27) 0.9% 464 0.0% 203 0.6% 3,646 0.1% 0.2% 0.0% 201 0.1% (0.0)% (50) (0.7)% (4,704) (0.1)% 1.1% 48 82 56 (61) 505 (1.6)% (3.0)% (0.1)% 0.0% (1.7)% (0.0)% (20) 0.0% 18 0.0% (0.1)% (421) (0.6)% (262) 0.1% (101) (186) (0.1)% (0.2)% (53) (104) (9) 0.1% 3 (108) (0.1)% 0.8% 0.0% 3 9 47 (58) 397 21 (0.5)% (253) 210 (0.1)% (50) (0.1)% (8) (0.1)% (58) 0.0% - 0.0% 0.0% - 96 (0.0)% 0.1% 240 0.2% 0.3% 2,070 958 0.1% 854 0.1% 418 0.1% 497 0.1% 934 0.1% (5) (0.0)% 0.2% 1,310 0.1% 396 0.3% 1,684 586 0.1% 0.0% 6 0.2% 1,033 1.4% 0.9% 0.8% (0.0)% (0.2)% 0.7% (0.0)% (0.6)% (0.1)% (0.5)% 0.4% - 1.2% (1) 34 97 617 378 338 (7) (99) 308 (2) (269) (26) (226) 182 - 532 0.0% - 1 - - 0.1% (0.2)% (15) 0.2% (3.0)% (1.0)% 0.2% 0.3% 0.6% 0.9% - 0.4% (0.6)% 1.0% (0.1)% - (0.1)% (190) (61) 12 18 35 58 - 27 (36) 60 (4) - (5) 0.8% 0.6% 0.7% 0.0% (0.1)% 0.7% (0.0)% (0.5)% (0.1)% (0.3)% 0.4% - 1.0% - 34 82 427 317 350 11 (64) 366 (2) (242) (61) (166) 178 - 527 Wipro Arabia Co. Limited Women’s Business Park Technologies Limited Wipro Poland SP Z.O.O Wipro IT Services Poland SP Z.O.O Wipro Technologies Australia Pty Ltd Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Technologies Nigeria Limited Wipro IT Service Ukraine LLC Wipro Information Technology Netherlands BV. Wipro Technologies SA Wipro Portugal S.A. Limited Liability Company Wipro Technologies Limited Wipro Technology Chile SPA Wipro Solutions Canada Limited Wipro Information Technology Kazakhstan LLP Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C Wipro do Brasil Servicos de Tecnologia S.A. Wipro do Brasil Technologia Ltda Wipro Technologies S.R.L. PT. WT Indonesia Wipro (Thailand) Co. Limited Wipro Bahrain Limited Co. S.P.C Wipro Gulf LLC Rainbow Software LLC Cellent GmbH Cellent GmbH Wipro Networks Pte Limited Wipro (Dalian) Limited Wipro Technologies SDN BHD Wipro Chengdu Limited 282 Consolidated Financial Statements under Ind ASWipro LimitedName of the Subsidiary Net Asset Share in Profit or Loss Share in Other comprehensive income Share in total comprehensive income As % of total Amount in ` As % of total Amount in ` As % of total Amount in ` As % of total Amount in ` Wipro IT Services Bangladesh Limited Wipro Technologies GmbH Wipro Do Brasil Sistemetas De Informatica Ltd Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Denextep Spain Digital, S.L Designit Colombia S A S Designit Peru SAC Front worx Information stechnologie GmbH HealthPlan Services Insurance Agency, LLC. Appirio, K.K Topcoder, LLC. Appirio Ltd Appirio GmbH Appirio Ltd (UK) Trusts Wipro Equity Reward Trust Wipro Foundation Wipro SA Broad based Ownership Scheme SPV(RF)(Pty) Ltd. Wipro SA Broad based Ownership Scheme Trust Total Non-controlling interest Adjustment arising out of consolidation Grand Total 0.1% (0.0)% 479 (60) 0.3% 0.1% 120 (0.2)% 42 3.0% (11) 187 0.2% 0.5% (0.0)% (34) (0.1)% 0.1% (0.0)% 0.0% (0.0)% 0.0% (0.0)% 0.0% (0.0)% (0.0)% 666 (181) 54 (9) 141 (58) 37 (7) (26) 1.0% (0.1)% (0.0)% 0.1% 0.0% 0.1% (0.0)% (0.0)% 0.0% (60) 434 (61) (16) 40 21 34 (11) (8) 9 - - (0.1)% (0.8)% 0.1% (0.0)% 0.0% 0.1% (0.0)% (0.0)% - (0.0)% (52) 7 (2) 1 4 (2) (2) - (2) 0.8% (0.1)% (0.0)% 0.1% 0.0% 0.1% (0.0)% (0.0)% 0.0% 0.0% 114 0.0% 6 (0.1)% (5) 0.0% 0.0% 41 0.1% 63 (0.1)% (0.0)% (0.0)% 0.0% 0.0% (0.1)% (205) (38) 23 2 (442) 0.2% 1,221 16 0.0% 0.1% - 0.0% - 0.4% 0.2% 0.0% 0.1% 775 (0.0)% 0.0% 134 (0.0)% 54 - 12 - 188 69 17 (1) (3) (0.1)% (0.0)% (0.0)% - 0.1% - (0.0)% (7) (4) (2) (1) - 9 - (1) 0.1% 0.1% (0.0)% 0.0% - 0.4% 0.1% 0.0% - - (0.0)% 1.7% 109 0.2% 106 100% 651,927 (2,637) 100% 44,185 (142) 100% 6,245 (109) 100% 50,430 (251) (85,064) 564,226 45,994 90,037 (5,445) 691 40,549 90,728 109 229 (60) 382 (54) (18) 41 25 32 (13) (8) 7 1 56 50 (2) 11 - 197 69 16 (1) 40. As part of a customer contract with Alight LLC, Wipro has acquired Alight HR Services India Private Limited (currently known as Wipro HR Services India Private Limited) for a consideration of ` 8,275 (USD 117). Considering the terms and conditions of the agreement, the Company has concluded that this transaction does not meet the definition of Business under Ind AS 103. The transaction was consummated on September 1, 2018. Net assets taken over was ` 4,128. The excess of consideration paid and net assets taken over is accounted as ‘costs to obtain contract’, which will be amortised over the tenure of the contract as reduction in revenues. 41. Events after the reporting period On April 16, 2019, the Board of Directors approved a proposal to buy back up to 323,076,923 equity shares of the Company for an aggregate amount not exceeding ` 105,000 million, being 5.35% of total paid-up equity share 283 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 capital as at March 31, 2019, at a price of ` 325 per equity share. Subsequently, vide resolution dated June 1, 2019 the shareholders approved the buyback of equity shares through postal ballot/e-voting. The Company will file the draft letter of offer with the Securities and Exchange Board of India in due course for its approval and will open the buyback offer for tendering of shares by the shareholders, following approval from the Securities and Exchange Board of India. The buyback is proposed to be made from all existing shareholders of the Company as on the record date for the buyback, i.e., June 21, 2019, on a proportionate basis under the “tender offer” route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. On June 4, 2019, the Company entered into a definitive agreement to acquire International TechneGroup Incorporated, a global digital engineering and manufacturing solutions company for a consideration of US$ 45 million. The acquisition is subject to customary closing conditions and regulatory approvals and is expected to close in the quarter ending September 30, 2019. The accompanying notes form an integral part of these consolidated financial statements As per our report of even date attached for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W-100018 For and on behalf of the Board of Directors Azim H Premji Executive Chairman & Managing Director N Vaghul Director Abidali Z Neemuchwala Chief Executive Officer & Executive Director N. Venkatram Partner Membership No. 71387 Mumbai June 06, 2019 Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan Company Secretary Bengaluru June 06, 2019 284 Consolidated Financial Statements under Ind ASWipro Limited - - - - - - - - - - - - - - 4 8 3 - - - - - - - - d e s o p o r P d n e d i v i D . l c n i ( d n e d i v i d ) k ( ) x a t ) k ( n o i t a x a T ) k ( n o i t a x a T r e t f A t fi o r P ) k ( n o i t a x a T n o i s i v o r P r o F t fi o r P e r o f e B ) k ( r e v o n r u T % i g n d l o H - t s e v n I ) i ( s t n e m l a t o T s e i t i l i b a i L i g n d u l c x E ) j ( ) 7 ( & ) 6 ( s e i r a i d i s b u S - A t r a P l a t o T s e v r e s e R e r a h S ) j ( s t e s s A ) j ( s u l p r u S & ) j ( l a t i p a C e g n a h c x E n o s a e t a r h c r a M / 9 1 0 2 , 1 3 r e b m e c e D 8 1 0 2 , 1 3 ) 5 ( ) 6 1 ( ) 5 1 ( ) 5 2 ( 8 1 6 7 3 2 , 6 ) 6 9 5 , 4 2 ( ) 4 1 ( ) 2 4 ( 5 8 0 1 3 ) 4 8 6 ( ) 3 1 ( ) 2 1 ( ) 7 3 6 , 4 2 ( 1 8 0 , 7 5 0 6 8 2 9 3 5 5 , 5 0 7 0 , 4 1 2 2 7 , 0 1 5 4 6 , 0 1 ) 1 1 ( % 0 0 1 % 0 0 1 % 7 6 % 0 0 1 ) 0 1 ( ) 9 ( ) 8 ( ) 7 ( ) 6 ( 0 9 9 , 3 8 2 2 , 8 9 9 2 , 2 9 1 0 , 1 1 1 9 5 , 6 1 0 2 8 , 6 9 2 0 , 7 6 0 8 , 7 0 5 4 , 4 * 8 5 5 0 7 7 2 9 , 2 3 7 5 5 , 2 5 ) 4 0 8 , 2 4 ( 4 3 4 , 2 6 9 6 9 6 9 1 1 ) 4 ( D S U D S U R A S R N I 9 1 - r a M - 1 3 8 9 - l u J - 7 9 1 - r a M - 1 3 8 1 - c e D - 1 3 9 1 - r a M - 1 3 6 1 - v o N - 3 2 7 0 - n u J - 9 1 8 1 - g u A - 1 3 ) 3 ( ) 2 ( g n i t r o p e R y c n e r r u C d o i r e p / y r a i d i s b u s n o i t i s i u q c a g n i t r o p e R i g n m o c e b f o e t a D y r a i d i s b u S e h t f o e m a N , 1 - C O A - 4 1 0 2 , s e l u R ) s t n u o c c A ( s e i n a p m o C f o 5 e l u r h t i w d a e r , 3 1 0 2 , t c A s e i n a p m o C f o 9 2 1 n o i t c e s f o ) 3 ( n o i t c e s - b u s o t o s i v o r p t s r i f o t t n a u s r u P . 8 1 0 2 , 1 3 r e b m e c e D / 9 1 0 2 , 1 3 h c r a M t a s a s e i r a i d i s b u s l a u d i v i d n i t u o b a n o i t a m r o f n i l a i c n a n i f d e s i r a m m u s g n i t n e s e r p s i y n a p m o C e h t 8 1 0 2 , 1 3 r e b m e c e D / 9 1 0 2 , 1 3 h c r a M t a s a s e i r a i d i s b u S o t g n i t a l e r n o i t a m r o f n I - - - - - 8 3 3 , 6 - - - - - - - - - - - - 2 4 8 , 3 ) 1 6 4 , 2 ( * 5 9 6 3 9 , 3 ) 1 6 4 , 2 ( 2 7 7 , 8 7 4 1 , 0 1 % 0 0 1 % 0 0 1 5 0 5 ) 8 4 1 ( 7 5 3 8 6 9 , 7 % 0 0 1 0 3 6 , 5 7 1 1 , 1 8 5 5 , 4 4 7 8 , 9 8 0 5 , 8 ) 2 7 0 , 1 ( * 9 4 2 9 6 2 3 . 1 D S U P H P 9 1 - r a M - 1 3 9 1 - r a M - 1 3 6 1 - b e F - 9 2 7 0 - t c O - 6 1 3 2 3 , 9 9 1 6 , 4 ) 3 5 3 , 6 ( 9 4 6 , 1 2 5 D A C 9 1 - r a M - 1 3 4 1 - g u A - 6 1 a d a n a C s n o i t u l o S o r p W i s e n p p i i l i h P O P B o r p W i s a n w o n k y l r e m r o f ( ) . c n I . d t L 2 6 0 1 5 , 1 9 4 5 ) 3 7 2 ( ) 5 1 2 ( 8 0 7 8 7 3 0 0 3 ) 3 5 1 ( ) 6 2 2 ( 6 1 2 5 2 ) 7 5 ( 8 0 5 1 9 4 6 2 8 2 4 7 3 3 7 * 4 4 1 1 8 9 9 9 8 ) 9 ( 5 3 ) 4 ( 3 1 9 ) 2 4 1 ( 4 7 0 6 8 8 8 3 9 , 1 9 0 7 , 6 6 2 4 , 6 % 0 0 1 % 0 0 1 5 8 8 4 3 6 , 5 % 0 0 1 ) 6 6 2 ( ) 5 1 2 ( 0 8 2 , 5 4 5 5 , 4 % 0 0 1 % 0 0 1 2 5 8 9 5 4 9 9 3 ) 4 6 ( 0 5 6 , 3 % 0 0 1 8 7 4 , 3 % 0 0 1 4 3 7 , 2 0 3 7 , 2 % 0 0 1 % 0 0 1 ) 6 3 2 ( 2 3 5 , 2 % 0 0 1 0 5 2 , 2 % 0 0 1 ) 0 6 ( 5 5 9 , 1 % 0 0 1 8 9 5 4 9 4 1 8 7 , 1 5 0 6 , 1 % 0 0 1 % 0 0 1 ) 6 ( * ) 6 ( 2 6 5 , 1 % 0 0 1 4 8 1 , 2 % 0 0 1 0 7 5 4 1 0 , 8 6 5 9 , 0 1 ) 1 5 2 , 4 ( 4 9 1 , 7 1 9 P B G 9 1 - r a M - 1 3 2 0 - c e D - 9 ) K U i ( s g n d l o H o r p W i 9 1 - - - - 3 4 4 1 3 9 3 6 4 5 2 5 R A Z 9 1 - r a M - 1 3 0 1 - v o N - 2 s e i g o l o n h c e T o r p W i 0 2 d e t i m i L 2 2 5 3 3 5 , 2 4 4 4 , 1 7 4 4 , 6 6 3 5 2 0 2 , 2 6 8 3 2 1 7 , 1 0 1 8 7 B M R R U E 8 1 - c e D - 1 3 9 1 - r a M - 1 3 8 0 - t c O - 3 1 6 0 - n u J - 0 3 d e t i m i L u d g n e h C o r p W i d e t i m i L ) y r a t e i r p o r P ( a c i r f A h t u o S n o i t a m r o f n I o r p W i 1 2 2 2 3 9 4 , 1 4 1 0 , 1 ) 9 7 4 ( * 9 4 D U A 9 1 - r a M - 1 3 2 1 - r p A - 0 3 s e i g o l o n h c e T o r p W i 3 2 s d n a l r e h t e N y g o l o n h c e T V B d t L y t P a i l a r t s u A 285 7 8 7 , 2 9 1 0 , 4 2 3 7 , 5 1 5 0 , 4 5 4 9 , 2 ) 2 5 5 ( 4 8 1 , 1 1 7 0 , 3 6 2 4 , 1 2 7 9 8 7 1 , 2 2 0 3 , 2 6 0 9 , 1 2 1 9 ) 0 9 9 ( * 4 8 5 1 6 4 9 1 4 8 1 7 9 6 8 7 8 1 4 8 7 R U E N X M 9 1 - r a M - 1 3 9 1 - r a M - 1 3 6 1 - n a J - 5 1 7 0 - n u J - 3 1 D S U R U E 9 1 - r a M - 1 3 9 1 - r a M - 1 3 7 0 - p e S - 0 2 6 0 - n u J - 0 3 s e i g o l o n h c e T o r p W i C L L , g n i s s o r c o f n I d e t i m i L H b m G L R B 8 1 - c e D - 1 3 1 0 - y a M - 9 2 l i s a r B o d o r p W i 0 1 A S s e i g o l o n h c e T o r p W i a d t L a i g o l o n h c e T H b m G t n e l l e C 1 1 2 1 C L L , s n o i t u l o S r e h g a l l a G o r p W i 3 1 V C E D 5 0 2 , 1 0 9 2 , 5 3 7 6 3 1 4 , 3 9 6 D S U 9 1 - r a M - 1 3 8 0 - l u J - 1 3 2 6 0 8 5 , 1 1 8 7 6 7 1 6 1 N O R 9 1 - r a M - 1 3 6 0 - g u A - 7 1 s e i g o l o n h c e T o r p W i 4 1 3 4 5 , 1 8 0 3 , 1 6 2 4 , 2 8 8 6 , 1 6 5 8 0 1 3 7 2 0 7 9 6 0 8 1 R M O D S U 9 1 - r a M - 1 3 9 1 - r a M - 1 3 1 1 - n u J - 1 4 1 - n a J - 4 1 s t e k r a M l a t i p a C s u p O C L L s t n a t l u s n o C C L L f l u G o r p W i 5 1 6 1 L . R S . 7 5 4 , 2 5 2 7 , 3 ) 9 7 2 ( 7 4 5 , 1 9 6 D S U 9 1 - r a M - 1 3 9 9 - c e D - 5 1 e t P s k r o w t e N o r p W i 7 1 1 3 5 , 1 3 6 0 , 2 3 3 5 * 8 1 N L P 9 1 - r a M - 1 3 2 1 - r p A - 6 d n a l o P s e c i v r e S T I o r p W i 8 1 d e t i m i L . . O O Z P S d e t i i m i L . o C a b a r A o r p W i i a d n I s e c i v r e S R H t h g i l A c n I , s e c i v r e S n a l p h t l a e H ) a ( ) d e t i m i L e t a v i r P d e t i m i L e t a v i r P a d n i I s a n w o n k y l r e m r o f ( s e c i v r e S R H o r p W i ) 1 ( . c n I , o i r i p p A C L L , o r p W i . c n I , s e n p p i i l i h P o r p W i . l S . o N 1 2 3 4 5 6 7 8 9 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 5 3 2 0 2 8 8 1 7 8 2 0 2 1 2 9 ) 1 1 ( 2 ) 3 2 ( 4 5 4 3 2 1 ) 4 1 ( 0 4 8 4 5 ) 2 2 ( 1 2 3 0 1 ) 1 6 ( 3 3 ) 9 9 ( ) 0 5 ( 9 3 4 3 1 1 8 1 ) 2 6 2 ( 8 1 ) 2 1 ( 6 4 3 ) 8 ( 7 9 8 1 2 4 8 2 5 6 3 4 1 * ) 8 2 ( * 5 4 4 1 ) 4 ( * 5 5 1 6 ) 1 4 ( 1 8 4 * 3 7 8 1 8 * * 6 1 1 3 1 6 1 0 5 4 0 2 2 0 3 2 5 1 3 4 8 1 ) 8 ( 6 0 1 ) 6 2 ( ) 3 2 ( 4 5 9 7 6 2 ) 8 1 ( 0 4 4 0 6 7 2 3 6 ) 0 2 ( ) 9 5 ( 0 8 ) 9 9 ( ) 7 4 ( 5 4 2 5 9 1 ) 2 ( 4 2 0 5 0 1 ) 8 ( 9 1 ) 2 6 2 ( 5 1 4 , 1 9 8 2 , 1 8 8 2 , 1 2 7 2 , 1 7 8 1 , 1 1 5 9 9 1 7 3 9 0 , 1 4 6 0 , 1 5 7 6 0 1 6 3 2 5 3 2 5 2 4 4 2 4 4 6 0 4 2 6 3 2 5 3 3 0 3 0 9 2 1 3 2 3 9 4 7 1 2 2 1 2 3 0 2 2 0 2 5 9 1 9 6 1 9 6 1 6 5 1 4 5 1 1 4 1 % 0 0 1 % 0 0 1 % 0 0 1 % 9 4 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 5 4 2 5 1 6 3 3 9 9 4 3 8 1 0 8 1 5 6 6 6 7 2 7 2 0 7 5 9 8 8 5 2 4 3 1 6 1 3 1 8 7 9 1 2 8 1 7 8 6 8 2 7 7 5 9 7 6 0 9 3 7 5 4 1 6 1 0 7 4 4 3 6 9 4 1 0 7 8 3 2 6 7 0 5 8 6 6 2 0 8 9 1 2 3 1 3 5 3 2 , 1 9 8 1 , 1 4 5 1 9 4 1 9 2 3 5 9 0 , 1 0 6 5 3 3 1 5 5 7 7 2 1 0 3 1 3 9 7 5 1 7 2 2 7 , 1 2 1 0 , 3 8 6 6 , 1 1 9 6 0 7 5 0 0 5 0 3 1 5 5 3 7 3 3 8 7 7 5 8 1 9 6 1 5 5 8 9 8 7 , 2 ) 2 4 4 ( 8 9 3 1 3 1 2 5 1 4 ) 0 1 6 ( ) 1 0 2 ( 7 5 8 3 1 3 ) 0 1 2 ( ) 3 4 8 ( 4 6 6 , 8 7 0 8 , 7 3 3 3 1 , 9 2 5 4 1 8 7 3 1 4 * 4 8 7 1 9 9 1 8 4 3 2 8 . 0 5 6 5 0 0 . 0 5 3 5 6 5 1 2 6 3 7 1 6 6 8 1 1 0 1 * * * 0 1 8 7 9 6 8 7 2 6 . 0 2 8 7 8 7 1 8 7 9 1 9 6 R D I R U E P B G R A Q T D B B M R R U E D S U R U E Y P J S R A R U E K O N K E S R N I 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 0 - l u J - 4 2 6 0 - n u J - 0 3 6 1 - v o N - 3 2 4 1 - b e F - 6 2 8 1 - n a J - 9 8 1 - c e D - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 5 1 - c e D - 5 2 6 1 - n a J - 5 1 7 1 - t c O - 3 2 7 0 - v o N - 7 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 6 1 - v o N - 3 2 8 0 - r p A - 2 2 6 1 - v o N - 3 2 6 0 - c e D - 1 7 0 - n u J - 1 1 6 0 - r p A - 7 2 R U E S L I D S U 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 0 1 - v o N - 4 5 0 - r a M - 1 6 1 - b e F - 9 2 s a n w o n k y l r e m r o F ( . A S a i g o l o n c e T e d A S l a g u t r o P o r p W i a i s e n o d n I T W T P ) K U ( . d t L o i r i p p A C L L a h o D o r p W i s e c i v r e S T I o r p W i ) A S r e v r e s o f n I H b m G y n a m r e G t i n g i s e D C L L , e r a w t f o S r e p o o C ) H b m G h c i n u M t i n g i s e D s a n w o n k y l r e m r o f ( d e t i m i L ) n a i l a D ( o r p W i d e t i m i L h s e d a l g n a B H b m G t n e l l e C A S s e i g o l o n h c e T o r p W i . . K K , o i r i p p A B A n e d e w S t i n g i s e D S / A o l s O t i n g i s e D E S s u r p y C o r p W i s a n w o n k y l r e m r o F ( c i l b u P s u r p y C o r p W i . d t L o i r i p p A ) d e t i m i L L S i l a t i g i D n a p S t i n g i s e D C L L , y c n e g A e c n a r u s n I s e c i v r e S n a l p h t l a e H . d t L V . L . T t i n g i s e D 5 2 6 2 7 2 8 2 9 2 0 3 1 3 2 3 3 3 4 3 5 3 6 3 7 3 8 3 9 3 0 4 1 4 2 4 ) 3 7 1 ( 3 2 1 0 1 . 0 P L C 9 1 - r a M - 1 3 1 1 - c e D - 9 1 e l i h C y g o l o n h c e T o r p W i 3 4 5 7 8 8 4 0 1 2 7 5 1 9 3 8 1 2 7 3 3 ) 1 2 4 ( ) 4 2 ( ) 5 2 ( ) 8 6 ( 2 4 2 ) 4 3 ( 3 9 * 9 1 . 0 3 8 1 8 7 N G N 9 1 - r a M - 1 3 2 1 - g u A - 5 1 s e i g o l o n h c e T o r p W i 4 4 d e t i m i L a i r e g i N A P S D H B 9 1 - r a M - 1 3 9 0 - t c O - 8 2 d e t i i m i L n a r h a B o r p W i 5 4 R U E 9 1 - r a M - 1 3 2 1 - y a M - 4 1 ) d n a l e r I ( s e c i v r e S g n i c r u o s t u O o r p W i 6 4 C P. S . . o C d e t i m i L 1 9 3 8 1 1 2 N L P N E P 9 1 - r a M - 1 3 9 1 - r a M - 1 3 2 1 - g u A - 5 1 u r e P s e i g o l o n h c e T o r p W i 8 0 - l u J - 1 . o . o . Z p S d n a l o P o r p W i 7 4 8 4 4 2 2 2 B H T 9 1 - r a M - 1 3 7 0 - l u J - 0 3 , o C ) d n a l i a h T ( o r p W i 9 4 C A S 9 6 2 * 4 5 2 6 . 0 1 1 . 0 2 0 . 0 8 1 . 0 0 1 9 0 1 2 0 1 1 2 2 6 . 0 Y P J C R C P O C T Z K 9 1 - r a M - 1 3 9 1 - r a M - 1 3 8 9 - y a M - 1 0 1 - t c O - 5 1 8 1 - c e D - 1 3 9 1 - r a M - 1 3 5 1 - c e D - 1 2 6 0 - p e S - 7 2 T W s e i g o l o n h c e T o r p W i i a m n o n A d a d e i c o S i S A S a b m o l o C t i n g i s e D K K n a p a J o r p W i d e t i m i L n o i t a m r o f n I o r p W i Y P J B M R N E P 9 1 - r a M - 1 3 8 1 - c e D - 1 3 9 1 - r a M - 1 3 3 1 - y a M - 6 4 0 - r p A - 7 2 6 1 - p e S - 1 d e t i m i L i a h g n a h S o r p W i C . A . S u r e P t i n g i s e D d t L o y k o T t i n g i s e D n a t s h k a z a K y g o l o n h c e T P L L 0 5 1 5 2 5 3 5 4 5 5 5 6 5 d e s o p o r P d n e d i v i D . l c n i ( d n e d i v i d ) k ( ) x a t ) k ( n o i t a x a T ) k ( n o i t a x a T r e t f A t fi o r P ) k ( n o i t a x a T n o i s i v o r P r o F t fi o r P e r o f e B ) k ( r e v o n r u T % i g n d l o H - t s e v n I ) i ( s t n e m l a t o T s e i t i l i b a i L i g n d u l c x E ) j ( ) 7 ( & ) 6 ( l a t o T s e v r e s e R e r a h S ) j ( s t e s s A ) j ( s u l p r u S & ) j ( l a t i p a C e g n a h c x E n o s a e t a r h c r a M / 9 1 0 2 , 1 3 r e b m e c e D 8 1 0 2 , 1 3 g n i t r o p e R y c n e r r u C d o i r e p / y r a i d i s b u s n o i t i s i u q c a g n i t r o p e R i g n m o c e b f o e t a D y r a i d i s b u S e h t f o e m a N . l S . o N 286 0 2 1 3 4 3 6 1 8 3 5 , 1 % 0 0 1 - 2 1 4 6 3 6 ) 1 4 ( 5 6 2 8 1 L R B 8 1 - c e D - 1 3 7 1 - r p A - 0 1 s o c i v r e S l i s a r B o d o r p W i 4 2 Consolidated Financial Statements under Ind ASWipro Limited d e s o p o r P d n e d i v i D . l c n i ( d n e d i v i d ) k ( ) x a t ) k ( n o i t a x a T ) k ( n o i t a x a T r e t f A t fi o r P ) k ( n o i t a x a T n o i s i v o r P r o F t fi o r P e r o f e B ) k ( r e v o n r u T % i g n d l o H - t s e v n I ) i ( s t n e m l a t o T s e i t i l i b a i L i g n d u l c x E ) j ( ) 7 ( & ) 6 ( l a t o T s e v r e s e R e r a h S ) j ( s t e s s A ) j ( s u l p r u S & ) j ( l a t i p a C e g n a h c x E n o s a e t a r h c r a M / 9 1 0 2 , 1 3 r e b m e c e D 8 1 0 2 , 1 3 g n i t r o p e R y c n e r r u C d o i r e p / y r a i d i s b u s n o i t i s i u q c a g n i t r o p e R i g n m o c e b f o e t a D y r a i d i s b u S e h t f o e m a N . l S . o N - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 3 6 3 ) 0 4 ( ) 6 3 1 ( * 4 1 6 6 6 5 5 6 0 3 2 * * * * * ) 1 ( ) 1 ( ) 1 ( ) 2 ( ) 3 ( ) 4 ( 5 1 ) 9 2 ( ) 2 6 1 ( ) 9 4 2 ( 1 1 1 1 * 8 3 * 1 6 * ) 3 ( ) 5 3 ( 1 * * * * * * * * * * ) 1 ( * 9 ) 5 ( ) 5 4 ( 6 4 7 4 ) 0 4 ( ) 9 9 ( * 4 7 6 6 1 2 5 3 0 3 3 * * * * * ) 1 ( ) 1 ( ) 1 ( ) 2 ( ) 3 ( ) 5 ( ) 9 2 ( ) 0 3 ( ) 7 6 1 ( ) 0 4 2 ( - * 5 4 7 , 1 ) 1 6 4 , 1 2 ( * 1 1 * ) 1 5 4 , 1 2 ( 3 0 1 % 0 0 1 9 7 5 7 4 5 9 4 3 3 8 1 * * * * * * * * * * * * * * * * * * * * * * % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 5 5 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 % 0 0 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 6 8 4 7 4 6 2 4 7 9 8 7 1 1 2 3 9 8 7 R U E 9 1 - r a M - 1 3 6 1 - n a J - 5 1 x r o w t n o r F 7 5 e i g o l o n h c e t s n o i t a m r o f n I H b m G 5 8 1 9 5 2 9 4 5 4 8 9 0 1 2 0 2 3 2 1 ) 8 3 ( 8 2 0 1 1 9 6 1 1 D S U 9 1 - r a M - 1 3 2 1 - v o N - 0 3 e c n a r u s n I o r p W i 8 5 B U R 8 1 - c e D - 1 3 8 0 - b e F - 8 s e i g o l o n h c e T o r p W i 9 5 C L L s n o i t u l o S R N I 9 1 - r a M - 1 3 6 9 - n u J - 0 1 s e c i v r e S l e v a r T o r p W i 0 6 d e t i m i L 5 2 8 1 L R B 8 1 - c e D - 1 3 4 1 - g u A - 2 2 e D s a t e m e t s i S d t L a c i t a m r o f n I l i s a r B o D o r p W i 1 6 d e t i m i L 4 2 5 0 1 1 ) 6 1 4 ( 9 7 9 3 6 , 4 2 3 0 6 , 4 2 3 5 3 1 8 8 6 3 8 9 * * * * 7 5 3 9 4 1 2 * 4 2 1 5 3 9 6 8 3 2 2 0 , 1 2 3 8 3 6 , 1 1 6 7 , 1 4 4 2 0 2 5 6 1 * * 7 2 9 5 6 * * 8 6 0 1 6 6 0 5 1 , 1 1 3 1 , 3 9 1 2 , 8 3 2 7 3 9 3 7 6 3 4 * 6 5 1 ) 8 4 2 , 1 ( 1 1 2 , 1 * ) 3 ( ) 5 2 1 ( 1 * ) 4 ( ) 3 ( ) 1 4 ( 4 6 ) 7 2 ( 3 9 0 , 3 5 9 2 , 6 3 1 * 3 5 5 6 * * 9 6 * * 4 6 1 9 1 9 , 1 2 * 1 3 1 4 0 1 9 2 1 9 2 * * * * 9 7 2 , 2 4 3 7 7 , 4 4 ) 0 6 5 , 3 2 ( 4 5 0 , 6 2 9 6 7 1 0 7 0 1 0 1 3 1 1 1 9 8 7 9 6 1 3 4 5 2 0 . 0 8 1 6 0 . 0 1 9 6 1 1 9 0 1 0 7 9 6 9 6 D S U 9 1 - r a M - 1 3 2 1 - r p A - 0 3 s c i t y l a n A x a m o r P o r p W i 2 6 R Y M 9 1 - r a M - 1 3 6 0 - v o N - 6 1 N D S s e i g o l o n h c e T o r p W i 3 6 C L L , s a c i r e m A s n o i t u l o S D H B D S U 8 1 - c e D - 1 3 7 1 - r a M - 3 2 K K D K K D S H G 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 0 9 - p e S - 3 1 3 1 - y a M - 1 3 4 1 - l u J - 9 g á s a s r á T ű g é s s ő l e l e F S / A k r a m n e D t i n g i s e D t l o t á l r o K t n e m t s e v n I a n a h G s e i g o l o n h c e T e t a r o p r o C o r p W i S / A t i n g i s e D d e t i m i L i s g n d l o H o r p W i 4 6 5 6 6 6 7 6 R N I 9 1 - r a M - 1 3 2 8 - t c O - 0 3 s k r a m e d a r T o r p W i 8 6 P B G R U E D S U R N I 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 1 1 - n u J - 1 6 1 - v o N - 3 2 6 1 - v o N - 3 2 5 1 - y a M - 2 1 d e t i m i L e p o r u E o r p W i d e t i m i L g n d l o H i H b m G o i r i p p A . c n I r e d o C p o T d e t i m i L e t a v i r P s e c i v r e S T I s a e s r e v O o r p W i 9 6 0 7 1 7 2 7 H A U 9 1 - r a M - 1 3 4 1 - t c O - 6 s e c i v r e S T I o r p W i 3 7 C L L , e n a r k U i P G E 9 1 - r a M - 1 3 8 0 - y a M - 2 2 n o i t a m r o f n I o r p W i 4 7 R A Z 9 1 - r a M - 1 3 4 1 - n a J - 7 1 d e s a B d a o r B A S o r p W i 5 7 ) b ( E A S t p y g E y g o l o n h c e T S E V 9 1 - r a M - 1 3 3 1 - n u J - 3 1 , Z V s e i g o l o n h c e T o r p W i 6 7 V P S e m e h c S p h s r e n w O i d t L ) y t P ( ) f R ( D Q I R A S 8 1 - c e D - 1 3 9 1 - r a M - 1 3 6 1 - n a J - 0 1 7 1 - t c O - 6 2 P B G 9 1 - r a M - 1 3 2 1 - r p A - 0 3 N O R P B G K K D D S U 9 1 - r a M - 1 3 9 1 - r a M - 1 3 9 1 - r a M - 1 3 8 1 - c e D - 1 3 8 1 - v o N - 1 1 1 - n u J - 1 5 1 - n u J - 9 2 7 0 - p e S - 7 1 k r a P s s e n i s u B s ’ n e m o W C L L e r a w t f o S w o b n a R i d e t i m i L s e i g o l o n h c e T . A C . s l a i c n a n F o r p W i i . ) c ( L . R S s e c i v r e S T I o r p W i d e t i m i L K U s e c i v r e s d e t i m i L K U o r p W i s p A l a t i g i D o r p W i y r a g n u H s g n d l o H o r p W i i 7 7 8 7 9 7 0 8 1 8 2 8 3 8 D S U D S U 9 1 - r a M - 1 3 9 1 - r a M - 1 3 5 1 - r p A - 6 9 1 - n a J - 5 2 ) d ( n o i t a d n u o F S U o r p W i c n I , s e c i v r e S T I o r p W i 4 8 5 8 ű g é s s ő l e l e F t l o t á l r o K g á s a s r á T 287 Consolidated Financial Statements under Ind ASAnnual Report 2018-19 r a e y e h t r o f s s o L r o t fi o r P d e r e d i s n o C t o N n o i t a d i l o s n o C n i n i d e r e d i s n o C n o i t a d i l o s n o C h t r o w t e N o t e l b a t u b i r t t a i s a g n d l o h e r a h s d e t i d u a t s e t a l r e p t e e h S e c n a l a B e h t y h w n o s a e R t n i o j / e t a i c o s s a t o n s i e r u t n e v d e t a d i l o s n o c D S U D S U ) 7 3 9 , 8 8 0 , 1 ( D S U t o N ) 4 6 4 , 6 5 2 ( ) 0 5 4 , 9 9 1 ( e l b a c i l p p A ) 1 4 9 , 6 5 6 ( ) 0 7 4 , 8 2 3 ( D S U D S U 4 1 2 , 9 2 7 D S U t o N e l b a c i l p p A - - - t o N e l b a c i l p p A y t i u q e f o t n e t x E e h t n i i g n d l o h y n a p m o c e t a i c o s s a % 0 2 s d e e c x e y t i u q e f o t n e t x E e h t n i i g n d l o h y n a p m o c e t a i c o s s a % 0 2 s d e e c x e y t i u q e f o t n e t x E e h t n i i g n d l o h y n a p m o c e t a i c o s s a % 0 2 s d e e c x e k c o t s n o m m o c 5 6 8 , 7 2 B s e i r e S 5 2 5 , 0 9 1 k c o t s d e r r e f e r P % 5 7 . 3 4 D S U 2 3 0 , 0 8 4 , 9 A s e i r e S 7 2 5 , 4 9 k c o t S d e r r e f e r P 7 1 - n u J - 2 1 7 1 - c e D - 1 3 , m a e r t s e v i r D . c n I % 3 3 . 3 3 D S U d e r r e f e r P A s e i r e S 0 1 5 8 1 - r a M - 1 7 1 - c e D - 1 3 p u o r G m n e D i 3 3 3 , 3 3 6 , 8 s t i n U % 0 0 . 3 3 D S U 0 0 0 , 0 0 2 s t i n U i p h s r e b m e M 0 0 5 8 1 - r a M - 1 - , t n e m e g a n a M p u o r G m n e D i C L L : e t o N . d t L s e r u t n e V t n i o J d n a s e t a i c o s s A - B t r a P e r e h t w o h f o n o i t p i r c s e D e c n e u fl n i i t n a c fi n g i s s i f o t n e t x E n i ( g n d l o H i ) e g a t n e c r e p f o t n u o m A n i t n e m t s e v n i s e t a i c o s s A e h t y b d l e h s e r a h s f o . o N n o e t a i c o s s A n i y n a p m o C d n e r a e y e h t h c i h w n o e t a D r o e t a i c o s s A e h t s a w e r u t n e V t n i o J r o d e t a i c o s s a d e r i u q c a d e t i d u a t s e t a L t e e h S e c n a l a B e t a d e h t f o e m a N t n i o J / s e t a i c o s s a s e r u t n e V 288 . 8 1 0 2 , 1 3 t s u g u A n o d e r i u q c a s a w ) d e t i m i L e t a v i r P a d n i I s e c i v r e S R H t h g i l A s a n w o n k y l r e m r o f ( d e t i m i L e t a v i r P a d n i I s e c i v r e S R H o r p W i ) a ( d e n w o - y l l o h w r u o f o r e g r e m e h t r o f n o i t a m a g l a m a f o e m e h c s e h t d e v o r p p a , h c n e b u r u l a g n e B , l a n u b i r T w a L y n a p m o C l a n o i t a N e l b n o H e h t ’ , 9 1 0 2 , 9 2 h c r a M d e t a d r e d r o o t t n a u s r u P ) e ( . s n o i t a r e p o e c n e m m o c o t t e y s i d n a 9 1 0 2 , 5 2 y r a u n a J n o d e t a r o p r o c n i s a w n o i t a d n u o F S U o r p W i ) d ( . 6 1 0 2 , 0 3 r e b m e t p e S m o r f t c e f f e h t i w n o i t a d u q i i l o t n i t u p n e e b s a h E A S t p y g E y g o l o n h c e T n o i t a m r o f n I o r p W i . 8 1 0 2 , 1 r e b m e v o N n o d e t a r o p r o c n i i s a w a n a m o R . , L . R S s e c i v r e S T I o r p W i ) b ( ) c ( d n a h t i w , d e t i m i L e t a v i r P s n o i t u l o S d u o l C a d n i I o i r i p p A d n a L R A S s e i g o l o n h c e T c i g o L w e N , H b m G a i r t s u A s e i g o l o n h c e T o r p W i , H b m G a i r t s u A y g o l o n h c e T n o i t a m r o f n I o r p W i i , s e i r a d i s b u s . t s i l e v o b a e h t n i d e d u l c n i t o n e r a s e i t i t n e d a s e h t i r o f n o i t a m r o f n i l a i c n a n fi , e c n e H . 8 1 0 2 , 1 l i r p A s i i e t a d d e t n o p p a e h t , e m e h c s d a s e h t i r e p s A . d e t i m i L o r p W o t n i i e v o b a e h t n i d e d u l c n i t o n s i y t i t n e e h t f o n o i t a m r o f n i l a i c n a n fi , e c n e H . 8 1 0 2 , 6 r e b m e v o N m o r f t c e f f e h t i w . H B M G t n e l l e C o t n i d n a h t i w d e g r e m t o g H b m G g n u t a r e b s d n a t s l e t t i M t n e l l e C ) f ( t s i l . t s i l e v o b a e h t n i d e d u l c n i t o n s i y t i t n e e h t f o n o i t a m r o f n i l a i c n a n fi , e c n e H . 9 1 0 2 , 4 y r a u r b e F m o r f t c e f f e h t i w d e t a d u q i i l s a w d t L e t P e r o p a g n S o i r i p p A i ) g ( e r a d e t i m i L L S A W I f o s r a l u c i t r a p , e c n e H . 8 1 0 2 , 5 l i r p A n o % 1 1 o t % 4 7 m o r f ) d e t i m i L s e c i v r e S T I i t r o p r i A o r p W s a n w o n k y l r e m r o f ( d e t i m i L L S A W n I i i g n d l o h e r a h s s t i d e c u d e r y n a p m o C e h T ) h ( . s e t a d d n e d o i r e p g n i t r o p e r e v i t c e p s e r e h t f o s a s e t a r e g n a h c x e e h t n o d e s a b e r a s e n a p m o c y r a d i s b u s e h t i i . s e t a r e g n a h c x e e g a r e v a y l r a e y e h t n o d e t r e v n o c e r a s e n a p m o c y r a d i s b u s e h t i i f o s t n u o c c a f o s e i c n e r r u c n g i e r o f n i s e r u g fi e h t f o s t n e l a v i u q e e e p u r n a d n i I . s e t a i c o s s a d n a s e i r a d i s b u s n i i s t n e m t s e v n i s e d u l c x e s t n e m t s e v n I ) i ( ) j ( f o s t n u o c c a f o s e i c n e r r u c n g i e r o f n i s e r u g fi e h t f o s t n e l a v i u q e e e p u r n a d n i I ) k ( . t s i l e v o b a e h t n i d e d u l c n i t o n y r a t e r c e S y n a p m o C n a h K a l l u a n a S M r e c i f f O l a l a D P n i t a J l u h g a V N r o t c e r i D l a i c n a n F f e h C i i s e e p u R n o i l l i M e n O n a h t s s e l s i e u l a V * r o t c e r i D e v i t u c e x E & r e c i f f O e v i t u c e x E f e h C i a l a w h c u m e e N Z i l a d b A i r o t c e r i D g n i g a n a M & n a m r i a h C e v i t u c e x E i j m e r P H m i z A 9 1 0 2 , 6 e n u J u r u l a g n e B Consolidated Financial Statements under Ind ASWipro Limited Independent Auditor’s Report Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Wipro Limited revenue from contracts with customers in fiscal year 2019 due to the adoption of International Financial Reporting Standard 15, Revenue from Contracts with Customers. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Wipro Limited and subsidiaries (the “Company”) as of March 31, 2019 and 2018, the related consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated statements of cash flows for each of the two years in the period ended March 31, 2019 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and March 31, 2018, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2019, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 7, 2019, expressed an unqualified opinion on the Company’s internal control over financial reporting. Change in Accounting Principle Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Deloitte Haskins & Sells LLP As discussed in Note 3 to the financial statements, the Company has changed its method of accounting for Bengaluru, India June 11, 2019 289 Consolidated Financial Statements Under IFRSAnnual Report 2018-19WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION (` in millions, except share and per share data, unless otherwise stated) Notes 2018 As at March 31, 2019 2019 Convenience translation into US dollar in millions (unaudited) Refer Note 2(iii) ASSETS Goodwill .......................................................................... Intangible assets .............................................................. Property, plant and equipment ........................................... Financial assets ............................................................... Derivative assets ..................................................... Investments ............................................................ Trade receivables ..................................................... Other financial assets .............................................. Investments accounted for using the equity method ........... Deferred tax assets Non-current tax assets ..................................................... Other non-current assets .................................................. Total non-current assets ........................................................... Inventories ....................................................................... Financial assets ............................................................... Derivative assets ..................................................... Investments ............................................................ Cash and cash equivalents ....................................... Trade receivables ..................................................... Unbilled receivables ................................................. Other financial assets .............................................. Contract assets ................................................................ Current tax assets ............................................................ Other current assets ......................................................... Assets held for sale .......................................................... Total current assets .................................................................. TOTAL ASSETS EQUITY Share capital .................................................................... Securities premium reserve ............................................... Retained earnings ............................................................ Share-based payment reserve ........................................... Other components of equity .............................................. Equity attributable to the equity holders of the Company ............ Non-controlling interest ............................................................ TOTAL EQUITY LIABILITIES Financial liabilities ........................................................... Long - term loans and borrowings .............................. Derivative liabilities .................................................. Other financial liabilities .......................................... Deferred tax liabilities....................................................... Non-current tax liabilities ................................................. Other non-current liabilities .............................................. Provisions ........................................................................ Total non-current liabilities ...................................................... Financial liabilities ........................................................... Loans, borrowings and bank overdrafts ...................... Derivative liabilities .................................................. Trade payables and accrued expenses ....................... Other financial liabilities .......................................... Contract liabilities ............................................................ Current tax liabilities ........................................................ Other current liabilities ..................................................... Provisions Liabilities directly associated with assets held for sale........ Total current liabilities .............................................................. TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES ^ Value is less than ` 1 5 5 4 15 7 8 11 7 17 11 9 15 7 10 8 11 11 22 12 15 14 17 14 14 12 15 13 14 14 14 22 117,584 18,113 64,443 41 7,668 4,446 4,186 1,206 6,908 18,349 11,540 254,484 3,370 1,232 249,094 44,925 100,990 42,486 7,429 - 6,262 23,167 478,955 27,201 506,156 760,640 9,048 800 453,265 1,772 18,051 482,936 2,410 485,346 45,268 7 7 3,059 9,220 4,223 3 61,787 92,991 2,210 68,129 1,050 17,139 9,417 15,563 796 207,295 6,212 213,507 275,294 760,640 116,980 13,762 70,601 173 6,916 4,373 5,146 1,235 5,604 20,603 15,872 261,265 3,951 4,931 220,716 158,529 100,489 22,880 14,611 15,038 7,435 23,086 571,666 240 571,906 833,171 12,068 533 534,700 2,617 18,198 568,116 2,637 570,753 28,368 - - 3,417 11,023 5,258 2 48,068 71,099 1,310 88,304 644 24,768 9,541 18,046 638 214,350 - 214,350 262,418 833,171 1,691 199 1,021 3 100 63 74 18 81 298 229 3,777 57 71 3,191 2,292 1,453 331 211 217 108 334 8,265 3 8,268 12,045 174 8 7,731 38 263 8,214 38 8,252 410 - - 49 159 76 ^ 694 1,028 19 1,277 9 358 138 261 9 3,099 - 3,099 3,793 12,045 The accompanying notes form an integral part of these consolidated financial statements. 290 Consolidated Financial Statements Under IFRSWipro Limited WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (` in millions, except share and per share data, unless otherwise stated) Notes 2017 2018 2019 Year ended March 31, 2019 Convenience translation into US dollar in millions (unaudited) Refer Note 2(iii) 8,471 (5,972) 2,499 (644) (520) 46 63 1,444 (107) 331 (1) 1,667 (365) 1,302 1,300 2 1,302 550,402 (391,544) 158,858 (40,817) (32,021) 3,777 4,082 93,879 (5,942) 22,419 - 110,356 (25,213) 85,143 84,895 248 85,143 544,871 (385,575) 159,296 (42,349) (34,141) 1,488 - 84,294 (5,830) 23,999 11 102,474 (22,390) 80,084 80,081 3 80,084 585,845 (413,033) 172,812 (44,510) (35,951) 3,215 4,344 99,910 (7,375) 22,923 (43) 115,415 (25,242) 90,173 90,031 142 90,173 Revenues ................................................ Cost of revenues ..................................... Gross profit Selling and marketing expenses ............. General and administrative expenses ..... Foreign exchange gains/(losses), net ...... Other operating income .......................... Results from operating activities Finance expenses ................................... Finance and other income ....................... Share of net profit /(loss) of associates accounted for using the equity method ... Profit before tax 20 21 21 21 24 22 23 24 7 Income tax expense ................................ 17 Profit for the year Profit attributable to: Equity holders of the Company ............... Non-controlling interest ......................... Profit for the year Earnings per equity share: Attributable to equity shareholders of the Company Basic ...................................................... Diluted .................................................... Weighted average number of equity shares used in computing earnings per equity share Basic ...................................................... Diluted .................................................... 25 13.11 13.07 12.64 12.62 14.99 14.95 0.22 0.22 6,476,108,013 6,333,391,200 6,007,376,837 6,007,376,837 6,495,129,517 6,344,482,633 6,022,304,367 6,022,304,367 The accompanying notes form an integral part of these consolidated financial statements. 291 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (` in millions, except share and per share data, unless otherwise stated) Notes 2017 Year ended March 31, 2019 2018 2019 Convenience translation into US dollar in millions (unaudited) Refer Note 2(iii) 1,302 3 (7) (4) 47 (4) 7 12 18 ^ 19 15 1,317 1,315 4 1,319 85,143 80,084 90,173 169 (168) 1 567 235 (750) (183) (464) (229) (3,354) 3,576 3,238 276 (49) (287) (4,210) (61) - 9 77 - 1 (76) 463 811 3,910 (5,945) 1,255 1,179 2,097 2,098 87,241 87,062 179 87,241 (433) (2,926) (3,109) 76,975 76,956 19 76,975 (18) 1,252 1,023 91,196 90,945 251 91,196 Profit for the year ..................................................... Other comprehensive income (OCI) Items that will not be reclassified to profit and loss in subsequent periods Defined benefit plan actuarial gains/(losses) ........... Net change in fair value of financial instruments through OCI .............................................................. Items that may be reclassified to profit and loss in subsequent periods Foreign currency translation differences 16 Translation difference relating to foreign operations ........................................................ Net change in fair value of hedges of net investment in foreign operations ...................... Reclassification of foreign currency translation differences to profit and loss on sale of hosted data center services, Workday and Cornerstone OnDemand business ......................................... Net change in time value of option contracts designated as cash flow hedges ................................................. Net change in intrinsic value of option contracts designated as cash flow hedges ............................... Net change in fair value of forward contracts designated as cash flow hedges ............................... Net change in fair value of financial instruments through OCI .............................................................. Total other comprehensive income, net of taxes ...... Total comprehensive income for the year ................. Total comprehensive income attributable to: Equity holders of the Company ................................ Non-controlling interest .......................................... ^ Value is less than ` 1 The accompanying notes form an integral part of these consolidated financial statements. 292 Consolidated Financial Statements Under IFRSWipro Limited 3 4 1 , 5 8 8 9 0 , 2 1 4 2 , 7 8 8 4 2 ) 9 6 ( 9 7 1 5 9 8 , 4 8 7 6 1 , 2 2 6 0 , 7 8 - 0 8 1 , 1 0 8 1 , 1 - - 6 9 9 , 3 ) 9 0 0 , 3 ( 6 9 9 , 3 ) 9 0 0 , 3 ( - - - - 5 9 8 , 4 8 5 9 8 , 4 8 - - - - n o N y t i u q E e l b a t u b i r t t a y t i u q e e h t o t y t i u q e f o s t n e n o p m o c r e h t O h s a C w o fl n g i e r o F y c n e r r u c - e r a h S d e s a b s e i t i r u c e S , l a t i p a c e r a h S Y T I U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( I I I S E R A D S B U S D N A D E T I M I L O R P W I l a t o T y t i u q e t s e r e t n i y n a p m o C s e v r e s e r e v r e s e r e v r e s e r e v r e s e r i s g n n r a e e v r e s e r p u g n i l l o r t n o c e h t f o s r e d l o h r e h t O g n i g d e h n o i t a l s n a r t t n e m y a p i d e n a t e R i m u m e r p i - d a p y l l u f * s e r a h S f o r e b m u N s r a l u c i t r a P 4 8 3 , 7 6 4 2 1 2 , 2 2 7 1 , 5 6 4 6 1 2 0 1 9 , 1 6 1 1 , 6 1 9 2 2 , 2 8 1 1 , 5 2 4 2 4 6 , 4 1 1 4 9 , 4 0 9 2 , 3 1 7 , 0 7 4 , 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1 0 2 , 1 l i r p A t a s A - - - - ^ - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f t fi o r P . . . . . . . . . . . . . . . . . . . . . . . . . . . e m o c n i e v i s n e h e r p m o c r e h t O . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . y t i u q e n i y l t c e r i d d e z i n g o c e r , y n a p m o C e h t f o s r e n w o h t i w n o i t c a s n a r T e h t f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . y n a p m o C r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T i ) n o e r e h t x a t d n e d i v i d g n d u l c n i ( d a p d n e d i v i d h s a C i 5 7 2 , 7 8 1 . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o t s u r t d e l l o r t n o c y b s e r a h s f o e u s s I - - ) 4 3 7 , 8 ( ) 0 0 0 , 5 2 ( 4 0 8 , 1 ) 0 3 9 , 1 3 ( - - - - - - 5 9 6 , 2 2 5 1 9 3 , 2 - - ) 4 3 7 , 8 ( ) 0 0 0 , 5 2 ( 4 0 8 , 1 ) 0 3 9 , 1 3 ( 4 0 3 , 0 2 5 - - - 0 8 - 0 8 - - - - - - - - - - - - 6 7 4 , 1 6 0 9 , 5 7 0 1 , 3 1 - ) 1 8 ( - ) 4 3 7 , 8 ( ) 4 8 3 ( 4 8 3 - 1 8 - - ) 6 4 7 , 0 1 ( ) 4 5 2 , 4 1 ( ) 0 8 ( ) 0 0 0 , 0 0 0 , 0 4 ( . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s e r a h s y t i u q e f o k c a b y u B 1 9 7 , 1 6 2 3 , 1 5 5 5 , 3 3 1 - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p d e s a b - e r a h s e e y o l p m e o t d e t a l e r t s o c n o i t a s n e p m o C ) 3 8 0 , 9 1 ( ) 3 7 1 , 4 1 ( ) 0 8 ( ) 5 2 7 , 2 1 8 , 9 3 ( . . . . y n a p m o C e h t f o s r e n w o h t i w s n o i t c a s n a r t l a t o T 0 3 9 , 0 9 4 9 6 4 1 6 8 , 4 5 6 5 , 0 0 9 , 0 3 4 , 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 1 0 2 , 1 3 h c r a M t a s A . s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a m r o f s e t o n g n i y n a p m o c c a e h T 293 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 l a t o T y t i u q e t s e r e t n i y n a p m o C s e v r e s e r e v r e s e r e v r e s e r e v r e s e r i s g n n r a e e v r e s e r p u g n i l l o r t n o c e h t f o s r e d l o h r e h t O g n i g d e h n o i t a l s n a r t t n e m y a p i d e n a t e R i m u m e r p i - d a p y l l u f * s e r a h S f o r e b m u N 5 9 6 , 2 2 5 1 9 3 , 2 4 0 3 , 0 2 5 6 7 4 , 1 6 0 9 , 5 7 0 1 , 3 1 5 5 5 , 3 0 3 9 , 0 9 4 9 6 4 1 6 8 , 4 5 6 5 , 0 0 9 , 0 3 4 , 2 - n o N y t i u q E e l b a t u b i r t t a y t i u q e e h t o t y t i u q e f o s t n e n o p m o c r e h t O h s a C w o fl n g i e r o F y c n e r r u c - e r a h S d e s a b s e i t i r u c e S , l a t i p a c e r a h S Y T I U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( I I I S E R A D S B U S D N A D E T I M I L O R P W I 294 4 8 0 , 0 8 ) 9 0 1 , 3 ( 5 7 9 , 6 7 3 6 1 9 1 1 8 0 , 0 8 ) 5 2 1 , 3 ( 6 5 9 , 6 7 - ) 6 1 6 ( ) 6 1 6 ( - - ) 0 2 0 , 6 ( 1 1 5 , 3 ) 0 2 0 , 6 ( 1 1 5 , 3 4 2 - ) 0 2 4 , 5 ( - ) 2 1 3 ( ) 0 0 0 , 0 1 1 ( 4 8 3 , 1 ) 4 2 3 , 4 1 1 ( - - - - - - 4 2 - ) 0 2 4 , 5 ( - - - ) 0 0 0 , 0 1 1 ( 7 8 6 - ) 2 1 3 ( 4 8 3 , 1 - - - ) 4 2 3 , 4 1 1 ( 7 8 6 - - - - - - - - - - - - - - - - - - - - - 1 8 0 , 0 8 1 8 0 , 0 8 - - - ) 0 2 4 , 5 ( - ) 2 8 1 , 1 ( 2 8 1 , 1 - ) 1 7 9 , 1 ( - 7 8 9 , 1 - - - - 8 - - - - 0 7 3 , 1 4 1 ) 3 8 7 , 1 ( ) 6 4 7 , 7 1 1 ( 1 3 3 ) 2 1 3 ( ) 6 6 8 , 4 ( - - - 6 4 3 , 5 8 4 0 1 4 , 2 6 3 9 , 2 8 4 7 4 5 , 1 ) 4 1 1 ( 8 1 6 , 6 1 2 7 7 , 1 5 6 2 , 3 5 4 0 0 8 ) 4 4 3 , 8 0 1 ( ) 6 5 6 , 1 ( ) 7 8 6 ( ) 0 0 0 , 0 5 7 , 3 4 3 ( . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . # s e r a h s y t i u q e f o k c a b y u B 9 9 5 , 9 5 5 , 3 s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o t s u r t d e l l o r t n o c y b s e r a h s f o e u s s I - - . . . . . . . . . . . . . . . . . . . . . . . k c a b y u b o t d e t a l e r t s o c n o i t c a s n a r T 6 6 8 , 4 7 2 3 , 4 7 0 , 3 3 4 , 2 s e r a h s y t i u q e f o e u s s i s u n o B - 7 8 1 , 4 8 4 0 , 9 - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p d e s a b e r a h s e e y o l p m e o t d e t a l e r t s o c n o i t a s n e p m o C 6 2 9 , 3 8 8 , 2 9 0 , 2 y n a p m o C e h t f o s r e n w o h t i w s n o i t c a s n a r t l a t o T 1 9 4 , 4 8 7 , 3 2 5 , 4 8 1 0 2 , 1 3 h c r a M t a s A - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . r a e y e h t r o f t fi o r P . . . . . . . . . . . . . . . . . . . . . . . . . . . e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T , y n a p m o C e h t f o s r e n w o h t i w n o i t c a s n a r T y t i u q e n i y l t c e r i d d e z i n g o c e r e h t f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C y n a p m o C 7 1 0 2 , 1 l i r p A t a s A s r a l u c i t r a P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) n o e r e h t i x a t d n e d i v i d g n d u l c n i ( d a p d n e d i v i d h s a C i . s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a m r o f s e t o n g n i y n a p m o c c a e h T Consolidated Financial Statements Under IFRSWipro Limited I I I S E R A D S B U S D N A D E T I M I L O R P W I Y T I U Q E N I S E G N A H C F O T N E M E T A T S D E T A D I L O S N O C ) d e t a t s e s i w r e h t o s s e l n u , a t a d e r a h s r e p d n a e r a h s t p e c x e , s n o i l l i m n i ` ( - n o N y t i u q E e l b a t u b i r t t a y t i u q e e h t o t y t i u q e f o s t n e n o p m o c r e h t O h s a C w o fl n g i e r o F y c n e r r u c - e r a h S d e s a b s e i t i r u c e S , l a t i p a c e r a h S l a t o T y t i u q e t s e r e t n i y n a p m o C s e v r e s e r e v r e s e r e v r e s e r e v r e s e r i s g n n r a e e v r e s e r p u * s e r a h S g n i l l o r t n o c e h t f o s r e d l o h r e h t O g n i g d e h n o i t a l s n a r t t n e m y a p d e n i a t e R i m u m e r p - d i a p y l l u f f o r e b m u N s r a l u c i t r a P 7 4 5 , 1 ) 4 1 1 ( 8 1 6 , 6 1 2 7 7 , 1 5 6 2 , 3 5 4 0 0 8 8 4 0 , 9 1 9 4 , 4 8 7 , 3 2 5 , 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 1 0 2 , 1 l i r p A t a s A - - - - ) 9 7 2 , 2 ( - - - . . . . . . . . . . . . . . . . . . . . . . . . 5 1 S R F I f o n o i t p o d a n o t n e m t s u d A j 7 4 5 , 1 ) 4 1 1 ( 8 1 6 , 6 1 2 7 7 , 1 6 8 9 , 0 5 4 0 0 8 8 4 0 , 9 1 9 4 , 4 8 7 , 3 2 5 , 4 . . . . . . . . . . . . . . . . . . . . . . . 8 1 0 2 , 1 l i r p A t a s a e c n a l a b d e t s u d A j ) 9 7 2 , 2 ( - 6 4 3 , 5 8 4 0 1 4 , 2 7 6 0 , 3 8 4 0 1 4 , 2 3 7 1 , 0 9 3 2 0 , 1 6 9 1 , 1 9 2 4 1 9 0 1 1 5 2 4 - - 8 2 ) 2 5 ( ) 4 3 4 , 5 ( - - - - 8 2 ) 2 5 ( 6 3 9 , 2 8 4 ) 9 7 2 , 2 ( 7 5 6 , 0 8 4 4 1 9 1 3 0 , 0 9 5 4 9 , 0 9 - - - 4 - ) 4 3 4 , 5 ( 4 4 9 , 1 - ) 0 1 5 , 3 ( ) 4 2 ( 4 4 9 , 1 ) 6 8 4 , 3 ( 3 5 7 , 0 7 5 7 3 6 , 2 6 1 1 , 8 6 5 - ) 7 4 2 ( ) 7 4 2 ( - - 9 2 5 , 2 ) 8 6 3 , 1 ( 9 2 5 , 2 ) 8 6 3 , 1 ( - - - - 1 3 0 , 0 9 1 3 0 , 0 9 - - - - - - ) 7 6 7 ( - - - 3 3 5 ) 7 6 7 ( - - - - - - - - - - - - - - - - - - - - 5 4 8 8 3 9 , 1 ) 5 6 5 ( 5 6 5 ) 4 3 4 , 5 ( - - ) 8 2 5 ( - 8 2 5 ) 4 5 4 , 1 ( ) 5 9 7 ( 6 1 0 , 3 0 8 1 , 9 6 4 , 8 0 5 , 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . # s e r a h s y t i u q e f o e u s s i s u n o B - - 6 - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . y r a d i s b u s n i i l o r t n o c f o s s o L . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . l a t i p a c f o n o i s u f n I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . t n e m y a p d e s a b - e r a h s e e y o l p m e o t d e t a l e r t s o c n o i t a s n e p m o C ) 7 1 3 , 6 ( ) 7 6 2 ( 0 2 0 , 3 7 9 8 , 0 5 1 , 0 1 5 , 1 . . . . y n a p m o C e h t f o s r e n w o h t i w s n o i t c a s n a r t l a t o T - - - 4 - - - - - f o s r e n w o o t s n o i t u b i r t s i d d n a y b s n o i t u b i r t n o C y n a p m o C e h t r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T , y n a p m o C e h t f o s r e n w o h t i w n o i t c a s n a r T y t i u q e n i y l t c e r i d d e z i n g o c e r r a e y e h t r o f e m o c n i e v i s n e h e r p m o c l a t o T e m o c n i e v i s n e h e r p m o c r e h t O r a e y e h t r o f t fi o r P 7 1 7 , 1 8 6 , 1 . . . . . . . . . s n o i t p o f o e s i c r e x e n o s e r a h s y t i u q e f o e u s s I - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . s n o i t p o f o e s i c r e x e n o t s u r t d e l l o r t n o c y b s e r a h s f o e u s s I # i ) n o e r e h t x a t d n e d i v i d g n d u l c n i ( d a p d n e d i v i d h s a C i 2 5 2 , 8 8 3 4 1 2 , 8 7 5 3 1 2 2 8 3 1 3 7 , 7 8 4 7 1 9 2 0 , 6 4 2 , 7 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ) i i i ( 2 e t o N r e f e R ) d e t i d u a n u ( s n o i l l i m n i r a l l o d S U o t n i n o i t a l s n a r t e c n e i n e v n o C d e r r e f s n a r t n e e b e v a h s e r a h s 3 8 1 , 9 9 5 , 2 d n a 5 7 7 , 1 5 3 , 4 , 7 1 2 , 1 0 1 , 1 . t s u r t d e l l o r t n o c a y b y l e v i t c e p s e r , 9 1 0 2 d n a 8 1 0 2 , 1 3 h c r a M t a s a d l e h s e r a h s y r u s a e r t 3 5 8 , 3 5 3 , 7 2 d n a 6 1 2 , 7 9 0 , 3 2 s e d u l c n I * . y l e v i t c e p s e r , 9 1 0 2 d n a 8 1 0 2 , 7 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t g n i r u d s n o i t p o f o e s i c r e x e n o s e e y o l p m e e l b i g i l e o t t s u r t d e l l o r t n o c e h t y b . . s t n e m e t a t s l a i c n a n fi d e t a d i l o s n o c e s e h t f o t r a p l a r g e t n i n a m r o f s e t o n g n i y n a p m o c c a e h T . 1 ` n a h t s s e l s i e u l a V ^ 8 1 e t o N r e f e R # 295 5 1 4 , 2 0 5 2 , 5 1 7 1 6 , 2 0 0 7 , 4 3 5 3 3 5 8 6 0 , 2 1 8 8 3 , 5 3 9 , 3 3 0 , 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 1 0 2 , 1 3 h c r a M t a s A Consolidated Financial Statements Under IFRSAnnual Report 2018-19 WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (` in millions, except share and per share data, unless otherwise stated) Cash flows from operating activities: Profit for the year ........................................................................................... Adjustments to reconcile profit for the year to net cash generated from operating activities: (Gain)/ loss on sale of property, plant and equipment and intangible assets, net ............................................................................................. Depreciation, amortization and impairment ........................................... Unrealized exchange loss, net ................................................................ Share based compensation expense...................................................... Share of net (profit) /loss of associates accounted for using the equity method .................................................................................................. Income tax expense ............................................................................... Dividend and interest (income)/expenses, net, gain from investments ... Gain from sale of EcoEnergy division ..................................................... Gain from sale of hosted data center services, Workday and Cornerstone OnDemand business and loss of control in subsidiary ....... Other non-cash items ............................................................................ Changes in operating assets and liabilities; net of effects from acquisitions: Trade receivables ................................................................................... Unbilled receivables and Contract assets .............................................. Inventories ............................................................................................. Other assets .......................................................................................... Trade payables, accrued expenses, other liabilities and provisions ........ Contract liabilities ................................................................................. Cash generated from operating activities before taxes ................................... Income taxes paid, net ........................................................................... Net cash generated from operating activities Cash flows from investing activities: Purchase of property, plant and equipment ........................................... Proceeds from sale of property, plant and equipment ............................ Proceeds from sale of EcoEnergy division, net of related expenses........ Purchase of investments ....................................................................... Proceeds from sale of investments ........................................................ Proceeds from sale of hosted data center services business and loss of control in subsidiary, net of related expenses and cash ..................... Impact of investment hedging activities, net .......................................... Payment for business acquisitions including deposits and escrow, net of cash acquired .............................................................................. Interest received .................................................................................... Dividend received .................................................................................. Income taxes paid on sale of EcoEnergy division ................................... Net cash (used)/ generated in investing activities Cash flows from financing activities: Proceeds from issuance of equity shares/shares pending allotment ..... Repayment of loans and borrowings ...................................................... Proceeds from loans and borrowings ..................................................... Payment for deferred contingent consideration in respect of business combination .......................................................................................... Payment for buyback of shares including transaction cost .................... Interest paid on loans and borrowings ................................................... Payment of cash dividend (including dividend tax thereon) .................... Net cash generated/ (used) in financing activities Net increase/ (decrease) in cash and cash equivalents during the year . Effect of exchange rate changes on cash and cash equivalents ............. Cash and cash equivalents at the beginning of the year ......................... Cash and cash equivalents at the end of the year (Note 10) Year ended March 31, 2017 2018 2019 2019 Convenience translation into US dollar in millions (unaudited) Refer Note 2(iii) 85,143 80,084 90,173 1,302 117 (334) (309) 23,107 3,945 1,742 - 25,213 (19,745) (4,082) - 21,124 4,794 1,347 11 22,390 (20,547) - - 19,474 (546) 1,938 43 25,242 (17,371) - (4,344) (1,732) 4,405 - 3,346 3,813 1,475 4,054 (5,202) (2,945) 118,249 (25,476) 92,773 (20,853) 1,207 4,372 (813,439) 729,755 - (226) (33,608) 17,069 311 (871) (116,283) ^ (112,803) 125,922 (138) (25,000) (1,999) (8,734) (22,752) (46,262) (1,412) 98,392 50,718 (9,735) 2,192 545 (170) 4,499 1,733 112,338 (28,105) 84,233 1,392 4,580 (566) (6,909) 20,844 7,824 141,465 (25,149) 116,316 (21,870) 1,171 - (782,475) 830,448 - (22,781) 1,940 - (930,614) 954,954 26,103 - (6,652) 14,347 609 - 35,578 24 (155,254) 144,271 (164) (110,312) (3,123) (5,420) (129,978) (10,167) 375 50,718 40,926 - - 20,163 361 - 50,126 4 (104,039) 65,161 (265) - (4,796) (5,434) (49,369) 117,073 526 40,926 158,525 (4) 282 (8) 28 1 365 (251) - (63) - 20 66 (8) (100) 301 113 2,044 (364) 1,680 (329) 28 - (13,456) 13,808 377 - - 292 5 - 725 ^ (1,504) 942 (4) - (69) (79) (714) 1,691 8 592 2,291 Total taxes paid amounted to ` 26,347, ` 28,105 and ` 25,149 for the year ended March 31, 2017, 2018 and 2019, respectively. Refer Note 12 for supplementary information on cash flow statement. ^ Value is less than ` 1 The accompanying notes form an integral part of these consolidated financial statements. 296 Consolidated Financial Statements Under IFRSWipro Limited WIPRO LIMITED AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (` in millions, except share and per share data, unless otherwise stated) 1. The Company overview Wipro Limited (“Wipro” or the “Parent Company”), together with its subsidiaries and controlled trusts (collectively, “the Company” or the “Group”) is a global information technology (IT), consulting and business process services (BPS) company. Wipro is a public limited company incorporated and domiciled in India. The address of its registered office is Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035, Karnataka, India. Wipro has its primary listing with BSE Ltd. and National Stock Exchange of India Ltd. The Company’s American Depository Shares representing equity shares are also listed on the New York Stock Exchange. These consolidated financial statements were authorized for issue by the Audit Committee on June 11, 2019. 2. Basis of preparation of consolidated financial statements (i) Statement of compliance and basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). All accounting policies have been applied consistently to all periods presented in these consolidated financial statements except for new accounting standards adopted by the Company. The consolidated financial statements correspond to the classification provisions contained in IAS 1(revised), “Presentation of Financial Statements”. For clarity, various items are aggregated in the statement of income and statement of financial position. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable. All amounts included in the consolidated financial statements are reported in millions of Indian rupees (` in millions) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures. (ii) Basis of measurement The consolidated financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant IFRS: a. Derivative financial instruments; b. Financial instruments classified as fair value through other comprehensive income or fair value through profit or loss; c. The defined benefit asset/ (liability) is recognized as the present value of defined benefit obligation less fair value of plan assets; and d. Contingent consideration. (iii) Convenience translation (unaudited) The accompanying consolidated financial statements have been prepared and reported in Indian rupees, the functional currency of the Parent Company. Solely for the convenience of the readers, the consolidated financial statements as at and for the year ended March 31, 2019, have been translated into United States dollars at the certified foreign exchange rate of US$1 = ` 69.16 as published by Federal Reserve Board of Governors on March 31, 2019. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate. Due to rounding off, the translated numbers presented throughout the document may not add up precisely to the totals. (iv) Use of estimates and judgment The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are included in the following notes: a) Revenue recognition: The Company applies judgement to determine whether each product or services promised to a customer are capable of being distinct, and are distinct in the context of the contract, if not, the promised product or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligation deliverables based on their relative stand-alone selling price. In cases where the Company is unable to determine the stand-alone selling price the company uses expected cost-plus margin approach in estimating the stand-alone selling price. The Company uses the percentage of completion method using the input (cost expended) method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total expected contract revenue and costs. This method is followed when reasonably dependable estimates of the 297 Consolidated Financial Statements Under IFRSAnnual Report 2018-19revenues and costs applicable to various elements of the contract can be made. Key factors that are reviewed in estimating the future costs to complete include estimates of future labor costs and productivity efficiencies. Because the financial reporting of these contracts depends on estimates that are assessed continually during the term of these contracts, revenue recognized, profit and timing of revenue for remaining performance obligations are subject to revisions as the contract progresses to completion. When estimates indicate that a loss will be incurred, the loss is provided for in the period in which the loss becomes probable. Volume discounts are recorded as a reduction of revenue. When the amount of discount varies with the levels of revenue, volume discount is recorded based on estimate of future revenue from the customer b) Impairment testing: Goodwill and intangible assets with infinite useful life recognized on business combination are tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount of the asset or the cash generating unit to which these pertain is less than the carrying value. The recoverable amount of the asset or the cash generating units is higher of value-in-use and fair value less cost of disposal. The calculation of value in use of a cash generating unit involves use of significant estimates and assumptions which includes turnover, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions. c) Income taxes:The major tax jurisdictions for the Company are India and the United States of America. Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. d) Deferred taxes: Deferred tax is recorded on temporary differences between the tax bases of assets and liabilities and their carrying amounts, at the rates that have been enacted or substantively enacted at the reporting date. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of the deferred tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced. e) Business combination: In accounting for business combinations, judgment is required in identifying whether an identifiable intangible asset is to be recorded separately from goodwill. Additionally, estimating the acquisition date fair value of the identifiable assets (including useful life estimates) and liabilities acquired, and contingent consideration assumed involves management judgment. These measurements are based on information available at the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. Changes in these judgments, estimates, and assumptions can materially affect the results of operations. f) Defined benefit plans and compensated absences: The cost of the defined benefit plans, compensated absences and the present value of the defined benefit obligations are based on actuarial valuation using the projected unit credit method. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. g) Expected credit losses on financial assets: The impairment provisions of financial assets and contract assets are based on assumptions about risk of default and expected timing of collection. The Company uses judgment in making these assumptions and selecting the inputs to the impairment calculation, based on the Company’s past history of collections, customer’s credit- worthiness, existing market conditions as well as forward looking estimates at the end of each reporting period. h) Measurement of fair value of non-marketable equity investments: These instruments are initially recorded at cost and subsequently measured at fair value. Fair value of investments is determined using the market and income approaches. The market approach includes the use of financial metrics and ratios of comparable companies, such as revenue, earnings, comparable performance multiples, recent financial rounds and the level of marketability of the investments. The selection of comparable companies requires management judgment and is based on a number of factors, including comparable company sizes, growth rates, and development stages. The income approach includes the use of discounted cash flow model, which requires significant estimates regarding the investees’ revenue, costs, and discount rates based on the risk profile of comparable companies. Estimates of revenue and costs are developed using available historical and forecast data. i) Useful lives of property, plant and equipment:The Company depreciates property, plant and equipment on a straight-line basis over estimated useful lives of the assets. The charge in respect of periodic depreciation is derived based on an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The life are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. The estimated useful life is reviewed at least annually. j) Useful lives of intangible assets:The Company amortizes intangible assets on a straight-line basis over estimated useful lives of the assets. The useful life is 298 Consolidated Financial Statements Under IFRSWipro Limited estimated based on a number of factors including the effects of obsolescence, demand, competition and other economic factors such as the stability of the industry and known technological advances and the level of maintenance expenditures required to obtain the expected future cash flows from the assets. The estimated useful life is reviewed at least annually. k) Other estimates: The share-based compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. Fair valuation of derivative hedging instruments designated as cash flow hedges involves significant estimates relating to the occurrence of forecast transaction. 3. Significant accounting policies (i) Basis of consolidation Subsidiaries and controlled trusts The Company determines the basis of control in line with the requirements of IFRS 10, Consolidated Financial Statements. Subsidiaries and controlled trusts are entities controlled by the Group. The Group controls an entity when the parent has power over the entity, it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries and controlled trusts are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. All intra-Group balances, transactions, income and expenses are eliminated in full on consolidation. Non-controlling interest Non-controlling interests in the net assets (excluding goodwill) of consolidated subsidiaries are identified separately from the Company’s equity. The interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interest’s proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on an acquisition to acquisition basis. Subsequent to acquisition, the carrying amount of non- controlling interest is the amount of those interests at initial recognition plus the non-controlling interest’s share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interest having a deficit balance. Investments accounted for using the equity method Investments accounted for using the equity method are entities in respect of which, the Company has significant influence, but not control, over the financial and operating policies. Generally, a Company has a significant influence if it holds between 20 and 50 percent of the voting power of another entity. Investments in such entities are accounted for using the equity method and are initially recognized at cost. The carrying amount of investment is increased/ decreased to recognized investors share of profit or loss of the investee after the acquisition date. Non current assets and disposal groups held for sale Assets of disposal groups that is available for immediate sale and where the sale is highly probable of being completed within one year from the date of classification are considered and classified as assets held for sale. Non current assets and disposal groups held for sale are measured at the lower of carrying amount and fair value less costs to sell. (ii) Functional and presentation currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which these entities operate (i.e. the “functional currency”). These consolidated financial statements are presented in Indian rupees, which is the functional currency of the Parent Company. (iii) Foreign currency transactions and translation a) Transactions and balances Transactions in foreign currency are translated into the respective functional currencies using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net, within results of operating activities except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges. Gains/(losses), net relating to translation or settlement of borrowings denominated in foreign currency are reported within finance expense. Non-monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. Translation differences on non-monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments measured at fair value through other comprehensive income are included in other comprehensive income, net of taxes. b) Foreign operations For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreign operations that have a functional currency other than Indian rupees are translated into Indian rupees using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation reserve (FCTR), a component of equity, except to the extent that the translation difference is allocated to non-controlling interest. When a foreign operation is disposed of, the relevant amount recognized in FCTR is transferred to the consolidated statement of income as part of the profit or loss on disposal. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of 299 Consolidated Financial Statements Under IFRSAnnual Report 2018-19the foreign operation and translated at the exchange rate prevailing at the reporting date. c) Others Foreign currency differences arising on the translation or settlement of a financial liability designated as a hedge of a net investment in a foreign operation are recognized in other comprehensive income and presented within equity in the FCTR to the extent the hedge is effective. To the extent the hedge is ineffective, such differences are recognized in the consolidated statement of income. When the hedged part of a net investment is disposed of, the relevant amount recognized in FCTR is transferred to the consolidated statement of income as part of the profit or loss on disposal. Foreign currency differences arising from translation of intercompany receivables or payables relating to foreign operations, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of net investment in foreign operation and are recognized in FCTR. (iv) Financial instruments A) Non-derivative financial instruments: Non-derivative financial instruments consist of: • financial assets include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, investments in equity and debt securities and eligible current and non-current assets; Financial assets are derecognized when substantial risks and rewards of ownership of the financial asset have been transferred. In cases where substantial risks and rewards of ownership of the financial assets are neither transferred nor retained, financial assets are derecognized only when the Company has not retained control over the financial asset. • financial liabilities include long and short-term loans and borrowings, bank overdrafts, trade payables, eligible current and non-current liabilities. Non-derivative financial instruments are recognized initially at fair value. Subsequent to initial recognition, non-derivative financial instruments are measured as described below: a. Cash and cash equivalents The Company’s cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks, net of outstanding bank overdrafts that are repayable on demand and are considered part of the Company’s cash management system. In the consolidated statement of financial position, bank overdrafts are presented under borrowings within current liabilities. 300 b. Investments Financial instruments measured at amortized cost: Debt instruments that meet the following criteria are measured at amortized cost (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition): • • the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Financial instruments measured at fair value through other comprehensive income (FVTOCI): Debt instruments that meet the following criteria are measured at fair value through other comprehensive income (FVTOCI) (except for debt instruments that are designated at fair value through Profit or Loss (FVTPL) on initial recognition): • • the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling the financial asset; and the contractual terms of the instrument give rise on specified dates to cash flows that are solely payment of principal and interest on the principal amount outstanding. Interest income is recognized in the consolidated statement of income for FVTOCI debt instruments. Other changes in fair value of FVTOCI financial assets are recognized in other comprehensive income. When the investment is disposed of, the cumulative gain or loss previously accumulated in reserves is transferred to the consolidated statement of income. Financial instruments measured at fair value through profit or loss (FVTPL): Instruments that do not meet the amortized cost or FVTOCI criteria are measured at FVTPL. Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognized in consolidated statement of income. The gain or loss on disposal is recognized in the consolidated statement of income. Interest income is recognized in the consolidated statement of income for FVTPL debt instruments. Dividend on financial assets at FVTPL is recognized when the Group’s right to receive dividend is established. Investments in equity instruments designated to be classified as FVTOCI: The Company carries certain equity instruments which are not held for trading. The Company has elected the FVTOCI irrevocable option for these instruments. Movements in fair value of these investments are recognized in other comprehensive income and the gain or loss is not transferred to consolidated statement of income on Consolidated Financial Statements Under IFRSWipro Limiteddisposal of these investments. Dividends from these investments are recognized in the consolidated statement of income when the Company’s right to receive dividends is established. c. Other financial assets: Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. These are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. These comprise trade receivables, unbilled receivables and other assets. d. Trade and other payables Trade and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short-term maturity of these instruments. Contingent consideration recognized in the business combination is subsequently measured at fair value through profit or loss. B) Derivative financial instruments The Company is exposed to foreign currency fluctuations on foreign currency assets, liabilities, net investment in foreign operations and forecasted cash flows denominated in foreign currency. The Company limits the effect of foreign exchange rate fluctuations by following established risk management policies including the use of derivatives. The Company enters into derivative financial instruments where the counterparty is primarily a bank. Derivatives are recognized and measured at fair value. Attributable transaction costs are recognized in consolidated statement of income as cost. Subsequent to initial recognition, derivative financial instruments are measured as described below: a. Cash flow hedges Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognized in other comprehensive income and held in cash flow hedging reserve, net of taxes, a component of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the consolidated statement of income and reported within foreign exchange gains/ (losses), net within results from operating activities. If the hedging instrument no longer meets the criteria for hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the forecasted transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the consolidated statement of income (gross revenues) upon the occurrence of the related forecasted transaction. If the forecasted transaction is no longer expected to occur, such cumulative balance is immediately recognized in the consolidated statement of income. b. Hedges of net investment in foreign operations The Company designates derivative financial instruments as hedges of net investments in foreign operations. The Company has also designated a foreign currency denominated borrowing as a hedge of net investment in foreign operations. Changes in the fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as a hedge of net investment in foreign operations are recognized in other comprehensive income and presented within equity in the FCTR to the extent that the hedge is effective. To the extent that the hedge is ineffective, changes in fair value are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. c. Others Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor hedges of net investment in foreign operations are recognized in the consolidated statement of income and reported within foreign exchange gains/(losses), net within results from operating activities. Changes in fair value and gains/(losses), net on settlement of foreign currency derivative instruments relating to borrowings, which have not been designated as hedges are recorded in finance expense. C) Derecognition of financial instruments The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under IFRS 9. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognized from the group’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires. (v) Equity and share capital a) Share capital and Securities premium reserve The authorized share capital of the Company as at March 31, 2019 is ` 25,274 divided into 12,504,500,000 equity shares of ` 2 each, 25,000,000 preference shares of ` 10 each and 150,000 10% optionally convertible cumulative preference shares of ` 100 each. Par value of the equity shares is recorded as share capital and the amount received in excess of par value is classified as securities premium reserve. 301 Consolidated Financial Statements Under IFRSAnnual Report 2018-19Every holder of the equity shares, as reflected in the records of the Company, as at the date of the shareholder meeting shall have one vote in respect of each share held for all matters submitted to vote in the shareholder meeting. b) Shares held by controlled trust (Treasury shares) The Company’s equity shares held by the controlled trust, which is consolidated as a part of the Group are classified as Treasury shares. The Company has 13,728,607, 23,097,216 and 27,353,853 treasury shares as at March 31, 2017, 2018 and 2019, respectively. Treasury shares are recorded at acquisition cost. c) Retained earnings Retained earnings comprises of the Company’s undistributed earnings after taxes. A portion of these earnings amounting as at March 31, 2017, 2018 and 2019 to ` 1,139, ` 1,139, and ` 1,139 respectively, represents capital reserve and Nil, Nil and ` 28,565 as at March 31, 2017, 2018 and 2019, respectively, represents Special economic zone re-investment reserve which is not freely available for distribution. d) Share-based payment reserve The share-based payment reserve is used to record the value of equity-settled share-based payment transactions with employees. The amounts recorded in share-based payment reserve are transferred to securities premium reserve upon exercise of stock options and restricted stock unit options by employees. e) Foreign currency translation reserve (FCTR) The exchange differences arising from the translation of financial statements of foreign subsidiaries, differences arising from translation of long-term inter-company receivables or payables relating to foreign operations settlement of which is neither planned nor likely in the foreseeable future, changes in fair value of the derivative hedging instruments and gains/losses on translation or settlement of foreign currency denominated borrowings designated as hedge of net investment in foreign operations are recognized in other comprehensive income, net of taxes and presented within equity in the FCTR. f) Cash flow hedging reserve Changes in fair value of derivative hedging instruments designated and effective as a cash flow hedge are recognized in other comprehensive income (net of taxes) and presented within equity as cash flow hedging reserve. g) Other reserves Changes in the fair value of financial instruments measured at fair value through other comprehensive income and actuarial gains and losses on defined benefit plans are recognized in other comprehensive income (net of taxes) and presented within equity in other reserves. Other reserves also include Capital redemption reserve as at March 31, 2017, 2018 and 2019 amounting to ` 80, ` 767 and Nil, respectively, which is not freely available for distribution. 302 h) Dividend A final dividend, including tax thereon, on common stock is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors. i) Buyback of equity shares The buyback of equity shares and related transaction costs are recorded as a reduction of free reserves. Further, capital redemption reserves are created as an apportionment from retained earnings. (vi) Property, plant and equipment a) Recognition and measurement Property, plant and equipment are measured at cost less accumulated depreciation and impairment losses, if any. Cost includes expenditures directly attributable to the acquisition of the asset. General and specific borrowing costs directly attributable to the construction of a qualifying asset are capitalized as part of the cost. Capital work- in-progress are measured at cost less accumulated impairment losses, if any. b) Depreciation The Company depreciates property, plant and equipment over the estimated useful life on a straight-line basis from the date the assets are available for use. Assets acquired under finance lease and leasehold improvements are amortized over the shorter of estimated useful life of the asset or the related lease term. Term licenses are amortized over their respective contract term. Freehold land is not depreciated. The estimated useful life of assets is reviewed and where appropriate are adjusted, annually. The estimated useful lives of assets are as follows: Category Buildings Plant and machinery Computer equipment and software Furniture, fixtures and equipment Vehicles Useful life 28 to 40 years 5 to 21 years 2 to 7 years 3 to 10 years 4 to 5 years When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Company and the cost of the item can be measured reliably. Deposits and advances paid towards the acquisition of property, plant and equipment outstanding as at each reporting date and the cost of property, plant and equipment not available for use before such date are disclosed under capital work- in-progress. Consolidated Financial Statements Under IFRSWipro Limited(vii) Business combination, Goodwill and Intangible assets a) Business combination Business combinations are accounted for using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed, and equity instruments issued at the date of exchange by the Company. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business acquisition are expensed as incurred. The cost of an acquisition also includes the fair value of any contingent consideration measured as at the date of acquisition. Any subsequent changes to the fair value of contingent consideration classified as liabilities, other than measurement period adjustments, are recognized in the consolidated statement of income. b) Goodwill The excess of the cost of an acquisition over the Company’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities is recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized immediately in the consolidated statement of income. Goodwill is measured at cost less accumulated impairment (if any). Goodwill associated with disposal of an operation that is part of cash-generating unit is measured on the basis of the relative values of the operation disposed of and the portion of the cash-generating unit retained, unless some other method better reflects the goodwill associated with the operation disposed. Intangible assets c) Intangible assets acquired separately are measured at cost of acquisition. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortization and impairment losses, if any. The amortization of an intangible asset with a finite useful life reflects the manner in which the economic benefit is expected to be generated and is included in selling and marketing expenses in the consolidated statement of income. The estimated useful life of amortizable intangibles are reviewed and where appropriate are adjusted, annually. The estimated useful lives of the amortizable intangible assets for the current and comparative periods are as follows: Category Customer-related intangibles Marketing related intangibles Useful life 5 to 15 years 3 to 5 years (viii) Leases The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date. The arrangement is, or contains a lease if, fulfillment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. a) Arrangements where the Company is the lessee Leases of property, plant and equipment, where the Company assumes substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at lower of the fair value of the leased property and the present value of the minimum lease payments. Lease payments are apportioned between the finance charge and the outstanding liability. The finance charge is allocated to periods during the lease term at a constant periodic rate of interest on the remaining balance of the liability. Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases are recognized in the consolidated statement of income on a straight-line basis over the lease term. b) Arrangements where the Company is the lessor In certain arrangements, the Company recognizes revenue from the sale of products given under finance leases. The Company records gross finance receivables, unearned income and the estimated residual value of the leased equipment on consummation of such leases. Unearned income represents the excess of the gross finance lease receivable plus the estimated residual value over the sales price of the equipment. The Company recognizes unearned income as finance income over the lease term using the effective interest method. (ix) Inventories Inventories are valued at lower of cost and net realizable value, including necessary provision for obsolescence. Cost is determined using the weighted average method. (x) Impairment A) Financial assets The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, debt instruments classified as FVTOCI, trade receivables, lease receivables, contract assets and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using the effective interest rate. Loss allowances for trade receivables and lease receivables are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes in to account risk profiling of customers and historical credit loss experience adjusted for forward looking information. For 303 Consolidated Financial Statements Under IFRSAnnual Report 2018-19other financial assets, expected credit loss is measured at the amount equal to twelve months expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime expected credit loss. B) Non-financial assets The Company assesses long-lived assets such as property, plant, equipment and acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets. The recoverable amount of an asset or cash generating unit is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows. FVLCD of a cash generating unit is computed using turnover and earnings multiples. If the recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the consolidated statement of income. If at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially. Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash- generating unit or groups of cash -generating units which represents the lowest level at which goodwill is monitored for internal management purposes. An impairment in respect of goodwill is not reversed. (xi) Employee benefits Post-employment and pension plans The Group participates in various employee benefit plans. Pensions and other post-employment benefits are classified as either defined contribution plans or defined benefit plans. Under a defined contribution plan, the Company’s only obligation is to pay a fixed amount with no obligation to pay further contributions if the fund does not hold sufficient assets to pay all employee benefits. The related actuarial and investment risks are borne by the employee. The expenditure for defined contribution plans is recognized as an expense during the period when the employee provides service. Under a defined benefit plan, it is the Company’s obligation to provide agreed benefits to the employees. The related actuarial and investment risks are borne by the Company. The present value of the defined benefit obligations is calculated by an independent actuary using the projected unit credit method. Remeasurement comprising actuarial gains or losses and the return on plan assets (excluding interest) are immediately recognized in other comprehensive income, net of taxes and permanently excluded from profit or loss. Instead net interest recognized in profit or loss is calculated by applying the discount rate used to measure the defined benefit obligation to the net defined benefit liability or asset. The actual return on the plan assets above or below the discount rate is recognized as part of remeasurement of net defined liability or asset through other comprehensive income, net of taxes. The Company has the following employee benefit plans: a. Provident fund Employees receive benefits from a provident fund, which is a defined benefit plan. The employer and employees each make periodic contributions to the plan. A portion of the contribution is made to the approved provident fund trust managed by the Company while the remainder of the contribution is made to the government administered pension fund. The contributions to the trust managed by the Company is accounted for as a defined benefit plan as the Company is liable for any shortfall in the fund assets based on the government specified minimum rates of return. b. Superannuation Superannuation plan, a defined contribution scheme is administered by third party fund managers. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. c. Gratuity In accordance with the Payment of Gratuity Act, 1972, applicable for Indian companies, the Company provides for a lump sum payment to eligible employees, at retirement or termination of employment based on the last drawn salary and years of employment with the Company. The gratuity fund is managed by third party fund managers. The Company’s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation using the projected unit credit method. The Company recognizes actuarial gains and losses in other comprehensive income, net of taxes. d. Termination benefits Termination benefits are expensed when the Company can no longer withdraw the offer of those benefits. e. Short-term benefits Short-term employee benefit obligations are measured on an undiscounted basis and are recorded as expense as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans, if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. f. Compensated absences The employees of the Company are entitled to compensated 304 Consolidated Financial Statements Under IFRSWipro Limitedabsences. The employees can carry forward a portion of the unutilized accumulating compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognizes accumulated compensated absences based on actuarial valuation using the projected unit credit method. Non-accumulating compensated absences are recognized in the period in which the absences occur. (xii) Share-based payment transactions Selected employees of the Company receive remuneration in the form of equity settled instruments, for rendering services over a defined vesting period and for company’s performance-based stock options over the defined period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. In cases, where equity instruments are granted at a nominal exercise price, the intrinsic value on the date of grant approximates the fair value. The expense is recognized in the consolidated statement of income with a corresponding increase to the share-based payment reserve, a component of equity. The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants (accelerated amortization). The stock compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest. (xiii) Provisions Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract. (xiv) Revenue The Company derives revenue primarily from software development, maintenance of software/hardware and related services, business process services, sale of IT and other products. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. To recognize revenues, the Company applies the following five step approach: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenues when a performance obligation is satisfied. At contract inception, the Company assesses its promise to transfer products or services to a customer to identify separate performance obligations. The Company applies judgement to determine whether each product or service promised to a customer is capable of being distinct, and are distinct in the context of the contract, if not, the promised products or services are combined and accounted as a single performance obligation. The Company allocates the arrangement consideration to separately identifiable performance obligation based on their relative stand-alone selling price or residual method. Stand-alone selling prices are determined based on sale prices for the components when it is regularly sold separately, in cases where the Company is unable to determine the stand-alone selling price the Company uses third-party prices for similar deliverables or the company uses expected cost-plus margin approach in estimating the stand-alone selling price. For performance obligations where control is transferred over time, revenues are recognized by measuring progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment and is based on the nature of the promised products or services to be provided. The method for recognizing revenues and costs depends on the nature of the services rendered: A. Time and materials contracts Revenues and costs relating to time and materials are recognized as the related services are rendered. B. Fixed-price contracts i. Fixed-price development contracts Revenues from fixed-price contracts, including software development, and integration contracts, where the performance obligations are satisfied over time, are recognized using the “percentage-of-completion” method. Percentage of completion is determined based on project costs incurred to date as a percentage of total estimated project costs required to complete the project. The cost expended (or input) method has been used to measure progress towards completion as there is a 305 Consolidated Financial Statements Under IFRSAnnual Report 2018-19direct relationship between input and productivity. If the Company is not able to reasonably measure the progress of completion, revenue is recognized only to the extent of costs incurred, for which recoverability is probable. When total cost estimates exceed revenues in an arrangement, the estimated losses are recognized in the consolidated statement of income in the period in which such losses become probable based on the current contract estimates as an onerous contract provision. A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets primarily relate to unbilled amounts on fixed-price development contracts and are classified as non-financial asset as the contractual right to consideration is dependent on completion of contractual milestones. A contract liability is an entity’s obligation to transfer goods or services to a customer for which the entity has received consideration (or the amount is due) from the customer. Unbilled revenues on other than fixed price development contracts are classified as a financial asset where the right to consideration is unconditional upon passage of time ii. Maintenance contracts Revenues related to fixed-price maintenance, testing and business process services are recognized based on our right to invoice for services performed for contracts in which the invoicing is representative of the value being delivered. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed using the percentage of completion method. When services are performed through an indefinite number of repetitive acts over a specified period, revenue is recognized on a straight-line basis over the specified period unless some other method better represents the stage of completion. In certain projects, a fixed quantum of service or output units is agreed at a fixed price for a fixed term. In such contracts, revenue is recognized with respect to the actual output achieved till date as a percentage of total contractual output. Any residual service unutilized by the customer is recognized as revenue on completion of the term. iii. Volume based contracts Revenues and costs are recognized as the related services are rendered. C. Products Revenue on product sales are recognized when the customer obtains control of the specified asset. D. Others • Any change in scope or price is considered as a contract modification. The Company accounts for modifications to existing contracts by assessing whether the services added are distinct and whether the pricing is at the stand-alone selling price. • • • • • • • 306 Services added that are not distinct are accounted for on a cumulative catch up basis, while those that are distinct are accounted for prospectively, either as a separate contract if the additional services are priced at the stand-alone selling price, or as a termination of the existing contract and creation of a new contract if not priced at the stand-alone selling price. The Company accounts for variable considerations like, volume discounts, rebates and pricing incentives to customers as reduction of revenue on a systematic and rational basis over the period of the contract. The Company estimates an amount of such variable consideration using expected value method or the single most likely amount in a range of possible consideration depending on which method better predicts the amount of consideration to which the Company may be entitled. Revenues are shown net of allowances/ returns, sales tax, value added tax, goods and services tax and applicable discounts and allowances. The Company accrues the estimated cost of warranties at the time when the revenue is recognized. The accruals are based on the Company’s historical experience of material usage and service delivery costs. Incremental costs that relate directly to a contract and incurred in securing a contract with a customer are recognized as an asset when the Company expects to recover these costs and amortized over the contract term. The Company recognizes contract fulfilment cost as an asset if those costs specifically relate to a contract or to an anticipated contract, the costs generate or enhance resources that will be used in satisfying performance obligations in future; and the costs are expected to be recovered. The asset so recognized is amortized on a systematic basis consistent with the transfer of goods or services to customer to which the asset relates. The Company assesses the timing of the transfer of goods or services to the customer as compared to the timing of payments to determine whether a significant financing component exists. As a practical expedient, the Company does not assess the existence of a significant financing component when the difference between payment and transfer of deliverables is a year or less. If the difference in timing arises for reasons other than the provision of finance to either the customer or us, no financing component is deemed to exist. The Company may enter into arrangements with third party suppliers to resell products or services. In such cases, the Company evaluates whether the Company is the principal (i.e. report revenues on a gross basis) or agent (i.e. report revenues on a net basis). In doing so, the Company first evaluates whether the Company controls the good or service before it is transferred to the customer. If Company controls the good or service Consolidated Financial Statements Under IFRSWipro Limitedbefore it is transferred to the customer, Company is the principal; if not, the Company is the agent. (xv) Finance expenses Finance expenses comprises interest cost on borrowings, gains or losses arising on re-measurement of financial assets measured at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in fair value and gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not directly attributable to a qualifying asset are recognized in the consolidated statement of income using the effective interest method. (xvi) Finance and other income Finance and other income comprise interest income on deposits, dividend income and gains / (losses) on disposal of investments. Interest income is recognized using the effective interest method. Dividend income is recognized when the right to receive payment is established. (xvii) Income tax Income tax comprises current and deferred tax. Income tax expense is recognized in the consolidated statement of income except to the extent it relates to a business combination, or items directly recognized in equity or in other comprehensive income. a) Current income tax Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amounts are those that are enacted or substantively enacted as at the reporting date and applicable for the period. The Company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously. b) Deferred income tax Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction. Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences that is expected to reverse within the tax holiday period, taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized, or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. The Company offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously. (xviii) Earnings per share Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where the results would be anti-dilutive. The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any splits and bonus shares issues including for change effected prior to the approval of the consolidated financial statements by the Board of Directors. (xix) Cash flow statement Cash flow are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities of the Company are segregated. The amendment to IAS 7, require entities to provide disclosures about changes in their liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes (such as foreign exchange gains or losses). (xx) Assets held for sale Sale of business is classified as held for sale, if their carrying amount is intended to be recovered principally through sale rather than through continuing use. The 307 Consolidated Financial Statements Under IFRSAnnual Report 2018-19condition for classification as held for sale is met when disposal business is available for immediate sale and the same is highly probable of being completed within one year from the date of classification as held for sale. (xxi) Discontinued operations A discontinued operation is a component of the Company’s business that represents a separate line of business that has been disposed off or is held for sale, or is a subsidiary acquired exclusively with a view to resale. Classification as a discontinued operation occurs upon the earlier of disposal or when the operation meets the criteria to be classified as held for sale. (xxii) Disposal of assets The gain or loss arising on disposal or retirementof assets are recognized in the consolidated statement of income. New Accounting standards adopted by the Company: IFRS 15 – Revenue from Contracts with Customers On April 1, 2018, the Company adopted IFRS 15, “Revenue from Contracts with Customers” using the cumulative catch-up transition method applied to contracts that were not completed as at April 1, 2018. In accordance with the cumulative catch-up transition method, the comparatives have not been retrospectively adjusted. The adoption of the new standard has resulted in a reduction of ` 2,279 in opening retained earnings, primarily relating to certain contract costs because these do not meet the criteria for recognition as costs to fulfil a contract. On account of adoption of IFRS 15, unbilled revenues pertaining to fixed price development contracts of ` 15,038 as at March 31, 2019, has been considered as non-financial Contract assets, which are billable on completion of milestones specified in the contracts. Unbilled revenues ` 22,880 which are billable based on passage of time has been classified as unbilled receivables. The adoption of IFRS 15, did not have any material impact on the consolidated statement of income and earnings per share for year ended March 31, 2019. A. Contract Asset and Liabilities The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due. For example, the company recognizes a receivable for revenues related to time and materials contracts or volume-based contracts. The Company present such receivables as part of unbilled receivables at their net estimated realizable value. Contract liabilities: During the year ended March 31, 2019, the Company recognized revenue of ` 14,570 arising from opening unearned revenue as at April 1, 2018. Contract assets:During the year ended March 31, 2019, ` 13,558 of unbilled revenue pertaining to fixed-price development contracts (balance as at April 1, 2018: ` 17,469), has been reclassified to trade receivables on completion of milestones. Contract assets and liabilities are reported in a net position on a contract by contract basis at the end of each reporting period. B. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized which includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. Applying the practical expedient, the Company has not disclosed its right to consideration from customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date which are, contracts invoiced on time and material basis and volume based. As at March 31, 2019, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ` 373,879 of which approximately 59% is expected to be recognized as revenues within two years, and the remainder thereafter. This includes contracts that can be terminated for convenience without a substantive penalty since, based on current assessment, the occurrence of the same is expected to be remote. 308 Consolidated Financial Statements Under IFRSWipro Limitedm o r f s w o fl h s a c d n a e u n e v e r i f o y t n a t r e c n u d n a g n m i i t , t n u o m a , e r u t a n e h t s t c i p e d t s e b n o i t a g e r g g a s i d w o l e b e h t t a h t s e v e i l e b y n a p m o C e h T . s r o t c a f c i m o n o c e . e p y t - t c a r t n o c d n a n o i t a c o l r e m o t s u c , t n e m g e s s s e n i s u b y b s r e m o t s u c h t i w s t c a r t n o c m o r f s e u n e v e r d e t a g e r g g a s i d s t n e s e r p w o l e b e l b a t e h T s e u n e v e R f o n o i t a g e r g g a s i D . C l a t o T E R S I s t c u d o r P l a t o T M M O C G F M H C E T U N E U B C h t l a e H I S F B s e c i v r e S T I 5 4 8 , 5 8 5 5 6 9 , 7 4 4 5 , 4 1 6 3 3 , 3 6 5 9 8 4 , 2 3 5 5 1 , 6 4 8 0 1 , 6 7 9 2 3 , 2 7 7 9 7 , 8 8 2 4 9 , 3 7 6 1 5 , 3 7 1 1 0 3 , 1 7 5 5 6 9 , 7 - 6 3 3 , 3 6 5 9 8 4 , 2 3 5 5 1 , 6 4 8 0 1 , 6 7 9 2 3 , 2 7 7 9 7 , 8 8 2 4 9 , 3 7 6 1 5 , 3 7 1 s e c i v r e s f o g n i r e d n e R 4 4 5 , 4 1 - 4 4 5 , 4 1 - - - - - - - - s t c u d o r p f o s e l a S U B e u n e v e R . A 9 5 6 , 3 2 3 0 9 1 , 6 4 1 7 9 9 , 4 8 - - - 9 9 9 , 0 3 5 6 9 , 7 4 5 1 , 8 2 1 1 , 2 0 4 2 , 2 8 3 0 , 2 0 8 8 , 4 1 5 9 0 , 3 4 3 5 , 1 2 9 3 , 1 0 9 6 , 1 6 0 0 , 1 5 9 2 , 2 8 6 8 , 3 7 4 5 , 1 2 3 4 9 6 , 7 1 4 5 , 1 2 9 7 6 , 4 5 9 3 7 , 2 2 2 6 2 , 9 5 4 0 2 , 7 5 8 2 4 , 8 9 0 5 9 , 3 4 1 0 2 4 , 7 1 1 2 , 8 1 1 4 4 , 6 1 5 9 7 , 9 2 6 3 6 , 7 1 9 5 9 , 2 8 0 8 2 , 4 1 9 6 8 , 4 6 9 5 , 3 5 0 1 , 8 1 3 9 8 , 0 1 1 9 5 , 7 2 5 8 , 6 6 5 8 , 6 4 4 6 3 , 4 2 5 4 8 , 5 8 5 5 6 9 , 7 4 4 5 , 4 1 6 3 3 , 3 6 5 9 8 4 , 2 3 5 5 1 , 6 4 8 0 1 , 6 7 9 2 3 , 2 7 7 9 7 , 8 8 2 4 9 , 3 7 6 1 5 , 3 7 1 t c a r t n o c f o e r u t a n y b e u n e v e R . C y h p a r g o e g y b e u n e v e R . B d l r o W f o t s e R s a c i r e m A e p o r u E i a d n I 5 4 8 , 5 8 5 5 6 9 , 7 4 4 5 , 4 1 6 3 3 , 3 6 5 9 8 4 , 2 3 5 5 1 , 6 4 8 0 1 , 6 7 9 2 3 , 2 7 7 9 7 , 8 8 2 4 9 , 3 7 6 1 5 , 3 7 1 5 8 9 , 9 4 3 6 7 1 , 6 6 1 3 , 1 2 2 9 8 7 , 1 - - 9 0 8 , 3 4 3 7 4 8 , 9 1 3 4 8 , 1 3 5 5 0 , 7 4 9 9 7 , 1 5 5 2 4 , 0 5 2 6 4 , 3 5 8 7 3 , 9 8 d e s a b e m u l o v d n a e c i r p d e x i F 7 2 5 , 9 1 2 2 4 6 , 2 1 2 1 3 , 4 1 3 5 0 , 9 2 0 3 5 , 0 2 2 7 3 , 8 3 0 8 4 , 0 2 8 3 1 , 4 8 s l a i r e t a m d n a e m i T 4 4 5 , 4 1 - 4 4 5 , 4 1 - - - - - - - - s t c u d o r P 309 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 IFRIC 22- Foreign currency transactions and Advance consideration The Company has applied IFRIC 22 prospectively effective April 1, 2018. The effect on adoption of IFRIC 22 on the consolidated financial statements is insignificant. New accounting standards not yet adopted: Certain new standards, amendments to standards and interpretations are not yet effective for annual periods beginning after April 1 2018, and have not been applied in preparing these consolidated financial statements. New standards, amendments to standards and interpretations that could have potential impact on the consolidated financial statements of the Company are: IFRS 16 – Leases On January 13, 2016, the International Accounting Standards Board issued IFRS 16, Leases. IFRS 16 will replace the existing leases Standard, IAS 17 Leases, and related interpretations. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The Standard also contains enhanced disclosure requirements for lessees. The standard allows for two methods of transition: the full retrospective approach, requires entities to retrospectively apply the new standard to each prior reporting period presented and the entities need to adjust equity at the beginning of the earliest comparative period presented, or the modified retrospective approach, under which the date of initial application of the new leases standard, lessees recognize the cumulative effect of initial application as an adjustment to the opening balance of equity as at annual periods beginning on or after January 1, 2019. The Company will adopt this standard using modified retrospective method effective April 1, 2019, and accordingly, the comparative for year ended March 31, 2018 and 2019, will not be retrospectively adjusted. The Company has elected certain available practical expedients on transition. Based on assessment, the effect of adoption as on transition date would majorly result in recognizing a right-of-use assets and corresponding lease liabilities approximately ` 13,266 and ` 15,867 respectively. There will be reclassification in the cash flow categories in the statement of cash flows. IFRIC 23 – Uncertainty over Income Tax treatments On June 7, 2017, the International Accounting Standards Board issued IFRIC 23 which clarifies the accounting for uncertainties in income taxes. The interpretation is to be applied to the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12. The entity has to consider the probability of the relevant taxation authority accepting the tax treatment and the determination of taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates would depend upon the probability. The effective date for adoption of IFRIC 23 for annual periods beginning on or after January 1, 2019, though early adoption is permitted. The Company will apply IFRIC 23 prospectively from the effective date and the effect on adoption of IFRIC 23 on the consolidated financial statement is insignificant. Amendment to IAS 12 – Income Taxes In December 2017, the International Accounting Standard Board had issued amendments to IAS 12 – Income Taxes. The amendments clarify that an entity shall recognize the income tax consequences of dividends on financial instruments classified as equity according to where the entity originally recognized those past transactions or events that generated distributable profits were recognized. The effective date of these amendments is annual periods beginning on or after January 1, 2019, though earlier adoption is permitted. The Company does not plan to early adopt this amendment and is currently assessing the impact of this amendment on the Company’s consolidated financial statements. Amendment to IAS 19 - Plan Amendment, Curtailment or Settlement On 7 February 2018, the International Accounting Standard Board has issued amendments to IAS 19, ‘Employee Benefits’, in connection with accounting for plan amendments, curtailments and settlements requiring an entity to determine the current service costs and the net interest for the period after the remeasurement using the assumptions used for the remeasurement; and determine the net interest for the remaining period based on the remeasured net defined benefit liability or asset. These amendments are effective for annual reporting periods beginning on or after January 1, 2019, with early application permitted. The Company will apply the amendment to IAS 19 prospectively from the effective date and the effect on adoption of the amendment on the consolidated financial statement is insignificant. Amendment to IFRS 3 - Business combination On October 22, 2018, the International Accounting Standard Board has issued amendments to IFRS 3, ‘Business Combinations’, in connection with clarification of business definition, which help in determining whether an acquisition made is of a business or a group of assets. The amendment added a test that makes it easier to conclude that a company has acquired a group of assets, rather than a business, if the value of the assets acquired is substantially all concentrated in a single asset or group of similar assets. These amendments are effective for annual reporting periods beginning on or after January 1, 2020, with early application permitted. The Company is currently evaluating the impact of amendment to IFRS 3 on the Company’s consolidated financial statement. 310 Consolidated Financial Statements Under IFRSWipro Limited4. Property, plant and equipment Gross carrying value: As at April 1, 2017 Translation adjustment Additions Acquisition through business combinations Disposals Assets reclassified as held for sale As at March 31, 2018 Accumulated depreciation/ impairment: As at April 1, 2017 Translation adjustment Depreciation Disposals Assets reclassified as held for sale As at March 31, 2018 Capital work-in-progress Assets reclassified as held for sale Net carrying value including Capital work-in-progress as at March 31, 2018 Gross carrying value: As at April 1, 2018 Translation adjustment Additions Disposals As at March 31, 2019 Accumulated depreciation/ impairment: As at April 1, 2018 Translation adjustment Depreciation and impairment ** Disposals As at March 31, 2019 Capital work-in-progress Net carrying value including Capital work- in-progress as at March 31, 2019 Land Buildings Plant and machinery* Vehicles Total Furniture fixtures and equipment ` 3,814 ` 27,581 ` 108,967 ` 15,748 ` 432 ` 156,542 1,387 15,745 29 (8,658) (32,130) 132,915 904 11,767 4 (7,302) (27,118) 87,222 265 1,197 13 (190) (3,721) 25,145 188 1,776 11 (872) (1,079) 15,772 2 1,003 1 (294) (5) 1,139 28 2 - - (207) 3,637 49 1,023 (70) (1,539) 5,824 - ` 6,361 ` 77,005 ` 11,968 ` 365 ` 95,699 662 - 16,869 - (7,710) - (21,882) 83,638 ` 15,680 (514) 509 14,078 (6,640) (19,627) 65,325 104 1,381 (758) (712) 11,983 - 387 (242) (4) 506 - ` 64,443 ` 3,637 ` 25,145 ` 87,222 ` 15,772 ` 1,139 ` 132,915 594 15,106 (7,609) ` 3,697 ` 27,490 ` 92,366 ` 16,505 ` 948 ` 141,006 - 1,951 (1,218) 613 10,402 (5,871) (8) 2,684 (331) (6) 4 (189) (5) 65 - - - - - - 5,824 8 1,034 (151) 6,715 65,325 332 12,298 (4,767) 73,188 11,983 (6) 1,363 (747) 12,593 506 ` 83,638 331 (3) 14,999 304 (5,790) (125) 93,178 682 ` 22,773 ` 70,601 * Including net carrying value of computer equipment and software amounting to ` 17,765 and ` 16,375, as at March 31, 2018 and 2019, respectively. ** Includes impairment charge on software platform recognized on acquisitions, amounting to Nil, Nil and ` 1,480, for the year ended March 31, 2017, 2018 and 2019, respectivelyis included in Cost of revenues in the consolidated statement of income. 311 Consolidated Financial Statements Under IFRSAnnual Report 2018-195. Goodwill and intangible assets The movement in goodwill balance is given below: Following table presents the allocation of goodwill to the CGUs for the year ended March 31, 2018: CGUs Banking Financial Services and Insurance (BFSI) Healthcare and Life Sciences (HLS) Consumer (CBU) Energy, Natural Resources and Utilities (ENU) Manufacturing and Technology (MNT) Communication (COMM) As at March 31, 2018 ` 17,475 49,085 14,776 14,863 20,406 979 ` 117,584 For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Company’s operating segment. Goodwill is tested for impairment at least annually in accordance with the Company’s procedure for determining the recoverable value of each CGU. The recoverable amount of the CGU is determined on the basis of Fair Value Less Cost of Disposal (FVLCD). The FVLCD of the CGU is determined based on the market capitalization approach, using the turnover and earnings multiples derived from observable market data. The fair value measurement is categorized as a level 2 fair value based on the inputs in the valuation techniques used. Based on the above testing, no impairment was identified as at March 31, 2018 and 2019, as the recoverable value of the CGUs exceeded the carrying value. Further, none of the CGU’s tested for impairment as at March 31, 2018 and 2019 were at risk of impairment. An analysis of the calculation’s sensitivity to a change in the key parameters (turnover and earnings multiples), did not identify any probable scenarios where the CGU’s recoverable amount would fall below its carrying amount. Balance at the beginning of the year Translation adjustment Disposal (Refer Note 22) Acquisition through business combination Assets reclassified as held for sale Balance at the end of the year Year ended March 31, 2019 2018 ` 125,796 ` 117,584 4,529 (4,893) 2,970 - 1,172 - (12,354) (240) ` 117,584 ` 116,980 Acquisition through business combinations for the year ended March 31, 2018, includes goodwill recognized on four acquisitions. Also refer Note 6 to the consolidated financial statements. The Company is organized by three operating segments: IT Services, IT Products and India State Run Enterprise. Goodwill as at March 31, 2018 and 2019 has been allocated to the IT Services operating segment. Goodwill recognized on business combinations is allocated to Cash Generating Units (CGUs), within the IT Services operating segment, which are expected to benefit from the synergies of the acquisitions. During the year ended March 31, 2019, the Company realigned its CGUs (also refer Note 30). Consequently, goodwill has been allocated to the new CGUs as at March 31, 2019 as follows: CGUs Banking Financial Services and Insurance (BFSI) Healthcare and Life Sciences (Health BU) Consumer (CBU) Energy, Natural Resources and Utilities (ENU) Manufacturing (MFG) Technology (TECH) Communication (COMM) As at March 31, 2019 ` 17,713 50,670 13,587 15,203 8,991 9,846 970 ` 116,980 312 Consolidated Financial Statements Under IFRSWipro Limited The movement in intangible assets is given below: Gross carrying value: As at April 1, 2017 Translation adjustment Acquisition through business combinations As at March 31, 2018 Accumulated amortization/impairment: As at April 1, 2017 Translation adjustment Amortization and impairment * As at March 31, 2018 Net carrying value as at March 31, 2018 Gross carrying value: As at April 1, 2018 Translation adjustment Disposal (Refer Note 22) As at March 31, 2019 Accumulated amortization/impairment: As at April 1, 2018 Translation adjustment Amortization and impairment * Disposal (Refer Note 22) As at March 31, 2019 Net carrying value as at March 31, 2019 Customer related Marketing related Total Intangible assets ` 20,528 493 5,565 ` 26,586 ` 9,264 14 2,985 ` 12,263 ` 14,323 ` 26,586 555 (217) ` 26,924 ` 12,263 35 3,148 (101) ` 15,345 ` 11,579 ` 6,279 ` 26,807 596 5,734 ` 6,551 ` 33,137 103 169 11 1,129 ` 1,621 ` 10,885 25 4,114 ` 2,761 ` 15,024 ` 3,790 ` 18,113 ` 6,551 ` 33,137 772 (1,040) ` 5,945 ` 32,869 217 (823) 64 1,136 (199) ` 2,761 ` 15,024 99 4,284 (300) ` 3,762 ` 19,107 ` 2,183 ` 13,762 * includes impairment charge on certain intangible assets recognized on acquisitions, amounting to ` 3,056, ` 643 and ` 838 for the year ended March 31, 2017, 2018 and 2019, respectively. 6. Business combination Summary of material acquisitions during the year ended March 31, 2017 is given below: Appirio Inc. On November 23, 2016, the Company obtained full control of Appirio Inc. (“Appirio”). Appirio is a global services company that helps customers create next-generation employee and customer experiences using latest cloud technology services. This acquisition will strengthen Wipro’s cloud application service offerings. The acquisition was consummated for a consideration of ` 32,402 (USD 475.7 million). Amortization and impairment expense on intangible assets is included in selling and marketing expenses in the consolidated statement of income. Acquisition through business combinations for the year ended March 31, 2018, primarily includes intangible assets recognized on four acquisitions. Also refer Note 6 to the Consolidated financial statements. As at March 31, 2019, the estimated remaining amortization period for intangible assets acquired on acquisition are as follows: Acquisition Global oil and gas information technology practice of the Commercial Business Services Business Unit of Science Applications International Corporation Promax Application Group Opus Capital Markets Consultants LLC ATCO I-Tek Designit AS Cellent AG Appirio Inc. Other entities Estimated remaining amortization period 1.25 – 2.25 years 3.25 years 1.75 years 5.50 years 1.25 years 1.75 – 3.75 years 2.75 years 1 – 13.25 years 313 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 The following table presents the allocation of purchase price: Description Net assets Technology platform Customer related intangibles Brand Alliance relationship Deferred tax liabilities on intangible assets Total Goodwill Total purchase price Pre-acquisition carrying amount ` 526 436 - 180 - - ` 1,142 Fair value adjustments ` (29) (89) 2,323 2,968 858 (2,791) ` 3,240 Purchase price allocated ` 497 347 2,323 3,148 858 (2,791) ` 4,382 28,020 ` 32,402 Net assets acquired include ` 85 of cash and cash equivalents and trade receivables valued at ` 2,363. Summary of material acquisitions during the year ended March 31, 2018 is given below: The goodwill of ` 28,020 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes. If the acquisition had occurred on April 1, 2016, management estimates that consolidated revenue for the Company would have been ` 559,575 and the profit after taxes would have been ` 85,424 for twelve months ended March 31, 2017. The pro-forma amounts are not necessarily indicative of the results that would have occurred if the acquisition had occurred on date indicated or that may result in the future. During the year ended March 31, 2018, the Company has completed four business combinations (which individually and in aggregate are not material) for a total consideration of ` 6,924. These transactions include (a) an acquisition of IT service provider which is focused on Brazilian markets, (b) an acquisition of a design and business strategy consultancy firm based in United States, and (c) acquisition of intangible assets, assembled workforce and a multi-year service agreement which qualify as business combinations. The following table presents the allocation of purchase price: Description Net assets Customer related intangibles Other intangible assets Total Goodwill Total purchase price Purchase price allocated ` 5 5,565 169 ` 5,739 1,185 ` 6,924 The goodwill of ` 1,185 comprises value of acquired workforce and expected synergies arising from the acquisition. The goodwill was allocated among the reportable operating segments and is partially deductible for U.S. federal income tax purpose. Net assets acquired include ` 58 of cash and cash equivalents and trade receivables valued at ` 215. 314 Consolidated Financial Statements Under IFRSWipro Limited7. Investments Investments consist of the followings: Non-current Financial instruments at FVTOCI Equity instruments Financial instruments at amortized cost Inter corporate and term deposits * Current Financial instruments at FVTOCI Equity instruments Financial instruments at FVTPL Investments in liquid and short-term mutual funds Financial instruments at FVTOCI Commercial paper, Certificate of deposits and bonds Financial instruments at amortized cost Inter corporate and term deposits * Total As at March 31, 2018 2019 ` 4,140 ` 6,916 3,528 ` 7,668 - ` 6,916 ` 1,545 ` - 46,438 13,960 176,234 185,048 24,877 ` 249,094 ` 256,762 21,708 ` 220,716 ` 227,632 * These deposits earn a fixed rate of interest. Term deposits include deposits in lien with banks amounting to ` 463 (March 31, 2018: ` 453). Investments accounted for using the equity method 8. Trade receivables The Company has no material associates as at March 31, 2019. The aggregate summarized financial information in respect of the Company’s immaterial associates that are accounted for using the equity method is set forth below: C a r r y i n g a m o u n t o f t h e Company’s interest in associates accounted for using the equity method Company’s share of net profit / (loss) of associates accounted for using the equity method in consolidated statement of income As at March 31, 2018 2019 1,206 1,235 For the year ended March 31, 2018 2019 11 (43) During the year ended March 31, 2018, the Company increased its investment in Drivestream Inc. from 19% to 43.7%. Drivestream Inc. is a private entity that is not listed on any public exchange. The carrying value of the investment as at March 31, 2018 and 2019, is ` 630 and ` 653 respectively. During the year ended March 31, 2018, the Company invested in Denim Group LLC for 33.3% stake, a private entity that is not listed on any public exchange. The carrying value of the investment as at March 31, 2018 and 2019 is ` 576 and ` 582 respectively. Trade receivables Allowance for lifetime expected credit loss Assets reclassified as held for sale Non-current Current As at March 31, 2018 2019 ` 121,413 ` 119,686 (14,570) (14,824) (1,407) - ` 105,436 ` 104,862 4,373 100,489 4,446 100,990 The activity in the allowance for lifetime expected credit loss is given below: Balance at the beginning of the year Additions during the year, net (Refer Note 21) Charged against allowance Translation adjustment Balance at the end of the year 9. Inventories As at March 31, 2018 2019 ` 9,108 ` 14,570 5,456 (29) 35 980 (772) 46 ` 14,570 ` 14,824 Inventories consist of the following: As at March 31, Stores and spare parts Finished goods and traded goods 2018 2019 ` 769 ` 677 3,274 ` 3,370 ` 3,951 2,601 315 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 10. Cash and cash equivalents Cash and cash equivalents as at March 31, 2017, 2018 and 2019, consist of cash and balances on deposit with banks. Cash and cash equivalents consist of the following: As at March 31, 2019 Cash and bank balances ` 27,808 ` 23,300 ` 41,966 2017 2018 Demand deposits with banks * 24,902 21,625 116,563 ` 52,710 ` 44,925 `158,529 * These deposits can be withdrawn by the Company at any time without prior notice and any penalty on the principal. Cash and cash equivalents consist of the following for the purpose of the cash flow statement: As at March 31, 2017 2018 2019 ` 52,710 ` 44,925 `158,529 (1,992) (3,999) (4) ` 50,718 ` 40,926 `158,525 As at March 31, 2018 2019 ` 1,197 ` 1,436 777 1,139 1,794 ` 4,186 ` 5,146 250 - 2,739 Cash and cash equivalents (as above) Bank overdrafts 11. Other assets Non-current Financial asset Security deposits Other deposits Interest receivables Finance lease receivables Finance lease receivables Non-Financial asset Prepaid expenses including rentals for leasehold land Cost to obtain contract Others Assets reclassified as held for sale Other non-current assets Current Financial asset Security deposits Other deposits Due from officers and employees Finance lease receivables Interest receivables Others Non-Financial asset Prepaid expenses Due from officers and employees Advance to suppliers Deferred contract costs Balance with excise, customs and other authorities Cost to obtain contract Others Assets reclassified as held for sale Other current assets Total As at March 31, 2018 2019 ` 7,602 ` 6,323 4,212 5,337 - 4,468 (530) - ` 11,540 ` 15,872 ` 15,726 ` 21,018 ` 1,238 ` 1,050 33 738 1,618 1,789 9,383 ` 7,429 ` 14,611 59 697 2,271 491 2,673 ` 14,407 ` 12,148 871 3,247 - 1,175 1,819 3,211 3,886 - 50 5,543 1,170 107 (1,381) - ` 23,167 ` 23,086 ` 30,596 ` 37,697 ` 46,322 ` 58,715 Finance lease receivables consist of assets that are leased to customers for a contract term normally ranging 1 to 7 years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables are given below: Minimum lease payments As at March 31, Present value of minimum lease payments As at March 31, 2018 ` 2,414 2,890 - 5,304 (294) ` 5,010 2019 ` 1,742 1,813 44 3,599 (187) ` 3,412 2018 ` 2,271 2,739 - 5,010 - ` 5,010 2,739 2,271 2019 ` 1,618 1,752 42 3,412 - ` 3,412 1,794 1,618 Not later than one year Later than one year but not later than five years Later than five years Gross investment in lease Less: Unearned finance income Present value of minimum lease payment receivables Non-current finance lease receivables Current finance lease receivables 316 Consolidated Financial Statements Under IFRSWipro Limited 12. Loans, borrowings and bank overdrafts Short-term loans, borrowings and bank overdrafts The Company had loans, borrowings and bank overdrafts amounting to ` 79,598 and ` 68,085, as at March 31, 2018 and 2019, respectively. The principal source of borrowings from banks as at March 31, 2019 primarily consists of lines of credit of approximately ` 7,979 million, U.S. Dollar (U.S.$) 1,410 million, Canadian Dollar (CAD) 57 million, EURO 20 million and Indonesian Rupiah (IDR) 13,000 million from bankers for working capital requirements and other short-term needs. As at March 31, 2019, the Company has unutilized lines of credit aggregating U.S.$ 440 million, EURO 20 million, CAD 38 million, ` 7,957 million and IDR 13,000 million. To utilize these unused lines of credit, the Company requires consent of the lender and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis. Significant portion of these facilities bear floating rates of interest, referenced to LIBOR and a spread, determined based on market conditions. The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 44,022 and ` 40,470, as at March 31, 2018 and 2019, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As at March 31, 2018, and 2019, an amount of ` 22,476, and ` 22,014, respectively, was unutilized out of these non- fund based facilities. Long-term loans and borrowings Currency Unsecured external commercial borrowing U.S. Dollar Unsecured loans U.S. Dollar Canadian Dollar (CAD) Indian Rupee Australian Dollar (AUD) Great British Pound (GBP) Euro Brazilian Real (BRL) Obligations under finance leases Liabilities directly associated with assets held for sale Non-current portion of long-term loans and borrowings Current portion of long-term loans and borrowings ^ Value is less than ` 1. As at March 31, 2018 As at March 31, 2019 Foreign currency in millions Indian Rupee Foreign currency in millions Indian Rupee Interest rate Final maturity 150 9,777 - - - - 625 72 - 2 ^ ^ 1 40,715 3,660 366 92 42 24 12 ` 54,688 5,442 (1,469) 3,973 ` 58,661 45,268 13,393 382 26,395 3.01% - 3.81% 52 2,701 1.48% - 3.26% July 2021 July 2021 - 1 ^ ^ ^ 162 8.29% - 9.35% December 2021 4.65% January 2022 2.93% February 2022 2.98% December 2020 14.04% May 2019 70 31 19 2 ` 29,380 2,002 - 2,002 ` 31,382 28,368 3,014 317 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 Changes in financing liabilities arising from cash and non-cash changes: Borrowings from banks Bank overdrafts External commercial borrowings Obligations under finance leases Loans from other than bank Borrowings from banks Bank overdrafts External commercial borrowings Obligations under finance leases Loans from other than bank Non-cash changes Assets taken on financial lease ` - - - 766 - ` 766 Foreign exchange movements ` 5,439 - 49 23 15 ` 5,526 Less: Liabilities directly associated with assets held for sale March 31, 2018 ` - ` 119,689 3,999 9,777 3,973 821 ` (1,469) ` 138,259 - - (1,469) - April 1, 2017 Cash flow ` 120,911 ` (6,661) 2,007 - (3,627) (695) ` 142,412 ` (8,976) 1,992 9,728 8,280 1,501 Cash flow April 1, 2018 Non-cash changes Assets taken on financial lease ` 119,689 `(26,228) ` - - - 14 - Foreign March 31, exchange 2019 movements ` 3,518 ` 96,979 4 - - 287 2,002 249 482 13 ` 138,259 `(42,873) ` 14 ` 4,067 ` 99,467 (3,995) (10,064) (2,234) (352) 3,999 9,777 3,973 821 The terms of the other secured and unsecured loans and borrowings also contain certain restrictive covenants primarily requiring the Company to maintain certain financial ratios. As at March 31, 2018 and 2019, the Company has met all the covenants under these arrangements. Obligations under finance leases amounting to ` 5,442 and ` 2,002 as at March 31, 2018 and 2019, respectively, are secured by underlying property, plant and equipment. Interest expense on borrowings was ` 1,916, ` 3,045 and ` 4,058 for the year ended March 31, 2017, 2018 and 2019, respectively. Finance lease payables consist of liabilities that are taken on lease for a contract term ranging from 1 to 5 years, with lease payments due in monthly or quarterly installments. Details of finance lease payables are given below: Minimum lease payments As at March 31, Present value of minimum lease payments As at March 31, 2018 ` 3,838 1,784 - 5,622 (180) ` 5,442 (1,469) ` 3,973 2019 ` 1,555 506 - 2,061 (59) ` 2,002 - ` 2,002 2018 ` 3,720 1,722 - 5,442 - ` 5,442 (1,469) ` 3,973 1,722 2,251 2019 ` 1,506 496 - 2,002 - ` 2,002 - ` 2,002 496 1,506 Not later than one year Later than one year but not later than five years Later than five years Total minimum lease payments Less: Amounts representing interest Present value of minimum lease payment payables Liabilities directly associated with assets held for sale Obligation under finance lease Non-current finance lease payables Current finance lease payables 318 Consolidated Financial Statements Under IFRSWipro Limited Other liabilities Non-current Financial liabilities Deposits and others Non-Financial liabilities Employee benefits obligations Others Liabilities directly associated with assets held for sale Other non-current liabilities Current Financial liabilities Deposits and others Non-Financial liabilities Statutory and other liabilities Employee benefits obligations Advance from customers Others 13. Trade payables and accrued expenses Trade payables Accrued expenses Liabilities directly associated with assets held for sale 14. Other liabilities and provisions As at March 31, 2018 ` 24,406 2019 ` 28,527 45,632 59,777 (1,909) ` 68,129 - ` 88,304 As at March 31, 2018 (277) 2019 - ` 15,563 ` 18,046 ` 16,613 ` 18,690 ` 20,843 ` 23,948 ` 3 ` 2 ` 3 ` 2 506 ` 290 ` 275 363 ` 796 ` 638 ` 799 ` 640 As at March 31, 2018 2019 Liabilities directly associated with assets held for sale ` 7 ` - ` 7 ` - ` 1,791 ` 2,083 3,175 2,440 (8) - ` 4,223 ` 5,258 ` 4,230 ` 5,258 Other current liabilities Total Provisions Non-current Provision for warranty Current Provision for warranty Others ` 1,050 ` 644 ` 1,050 ` 644 ` 4,263 ` 5,430 10,065 1,361 1,190 8,537 1,901 1,139 Provision for warranty represents cost associated with providing sales support services which are accrued at the time of recognition of revenues and are expected to be utilized over a period of 1 to 2 years. Other provisions primarily include provisions for indirect tax related contingencies and litigations. The timing of cash outflows in respect of such provision cannot be reasonably determined. A summary of activity for provision for warranty and other provisions is as follows: Year ended March 31, 2018 Year ended March 31, 2019 Provision for warranty Others Total Others Total Provision for warranty Balance at the beginning of the year ` 440 ` 834 ` 1,274 ` 293 ` 506 ` 799 Additional provision during the year 317 7 324 295 13 308 Provision used during the year Balance at the end of the year (464) (467) ` 293 ` 506 ` 799 ` 277 ` 363 ` 640 (156) (311) (799) (335) 319 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 15. Financial instruments Financial assets and liabilities (carrying value / fair value): As at March 31, 2018 2019 Assets Cash and cash equivalents Investments ` 44,925 ` 158,529 Fair value For the financial assets and liabilities subject to offsetting or similar arrangements, each agreement between the Company and the counterparty allows for net settlement of the relevant financial assets and liabilities when both elect to settle on a net basis. In the absence of such an election, financial assets and liabilities will be settled on a gross basis, and hence, are not offset. Financial instruments at FVTPL Financial instruments at FVTOCI Financial instruments at Amortized cost 46,438 181,919 13,960 191,964 28,405 21,708 Other financial assets Trade receivables Unbilled receivables * Other assets Derivative assets Liabilities Trade payables and other payables Trade payables and accrued expenses Other liabilities Loans, borrowings and bank overdrafts Derivative liabilities 105,436 42,486 11,615 1,273 104,862 22,880 19,757 5,104 ` 462,497 ` 538,764 ` 68,129 ` 88,304 644 1,057 138,259 2,217 99,467 1,310 ` 209,662 ` 189,725 * On account of adoption of IFRS 15, unbilled revenues pertaining to fixed price development contracts of ` 15,038, as at March 31, 2019, have been considered as non-financial Contract assets, which are billable upon completion of milestones specified in the contracts. Offsetting financial assets and liabilities The following table contains information on other financial assets and trade payables and other liabilities subject to offsetting: Gross amounts of recognized other financial assets As at March 31, 2018 As at March 31, 2019 165,985 154,129 Financial assets Gross amounts of recognized financial liabilities set off in the balance sheet (6,448) (6,630) Net amounts of recognized other financial assets presented in the balance sheet 159,537 147,499 Gross amounts of recognized trade payables and other payables 75,634 95,578 Financial liabilities Gross amounts of recognized financial liabilities set off in the balance sheet (6,448) (6,630) Net amounts of recognized trade payables and other payables presented in the balance sheet 69,186 88,948 As at March 31, 2018 As at March 31, 2019 320 Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances and eligible current and non-current assets, long and short-term loans and borrowings, finance lease payables, bank overdrafts, trade payables, eligible current liabilities and non-current liabilities. The fair value of cash and cash equivalents, trade receivables, unbilled receivables, borrowings, trade payables, other current financial assets and liabilities approximate their carrying amount largely due to the short-term nature of these instruments. The Company’s long-term debt has been contracted at market rates of interest. Accordingly, the carrying value of such long- term debt approximates fair value. Further, finance lease receivables that are overdue are periodically evaluated based on individual credit worthiness of customers. Based on this evaluation, the Company records allowance for estimated losses on these receivables. As at March 31, 2019 and 2018, the carrying value of such receivables, net of allowances approximates the fair value. Investments in liquid and short-term mutual funds, which are classified as FVTPL, are measured using net asset values at the reporting date multiplied by the quantity held. Fair value of investments in commercial papers, certificate of deposits and bonds classified as FVTOCI is determined based on the indicative quotes of price and yields prevailing in the market at the reporting date. Fair value of investments in equity instruments classified as FVTOCI is determined using market and income approaches. The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates, yield curves, currency volatility etc. Fair value hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Level 3 – Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). Consolidated Financial Statements Under IFRSWipro Limited The following table presents fair value of hierarchy of assets and liabilities measured at fair value on a recurring basis: Particulars Assets Derivative instruments: Cash flow hedges Others Investments: As at March 31, 2018 Fair value measurements at reporting date As at March 31, 2019 Fair value measurements at reporting date Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 1,139 134 - - 1,139 134 - - 3,149 1,955 - - 3,149 1,955 - - Investment in liquid and short-term mutual funds Investment in equity instruments Commercial paper, Certificate of deposits and bonds 46,438 46,438 - 5,685 - - - 5,685 13,960 6,916 13,960 - - 248 - 6,668 176,234 1,951 174,283 - 185,048 6,865 178,183 Liabilities Derivative instruments: Cash flow hedges Others (1,276) (941) - - (1,276) (941) - - (130) (1,180) - - (130) (1,180) - - The following methods and assumptions were used to estimate the fair value of the level 2 financial instruments included in the above table. Derivative instruments (assets and liabilities): The Company enters into derivative financial instruments with various counter-parties, primarily banks with investment grade credit ratings. Derivatives valued using valuation techniques with market observable inputs are mainly interest rate swaps, foreign exchange forward contracts and foreign exchange option contracts. The most frequently applied valuation techniques include forward pricing, swap models and Black Scholes models (for option valuation), using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, interest rate curves and forward rate curves of the underlying. As at March 31, 2019, the changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognized at fair value. Investment in commercial papers, certificate of deposits and bonds: Fair value of these instruments is derived based on the indicative quotes of price and yields prevailing in the market as at reporting date. Details of assets and liabilities considered under Level 3 classification Balance as at April 1, 2017 Additions Payouts Transferred to Investments accounted for using the equity method Gain/loss recognized in consolidated statement of income Gain/loss recognized in foreign currency translation reserve Gain/loss recognized in other comprehensive income Finance expense recognized in consolidated statement of income Balance as at March 31, 2018 Balance as at April 1, 2018 Additions Transfers out of level 3 Disposal Gain/loss recognized in foreign currency translation reserve Gain/loss recognized in other comprehensive income Balance as at March 31, 2019 Investment in equity instruments ` 5,303 1,851 - Derivative Assets – Others ` 426 - - Liabilities- Contingent consideration ` (339) - 164 (357) - 53 (1,165) - ` 5,685 ` 5,685 2,869 (647) (1,341) 203 (101) ` 6,668 - (426) - - - ` - ` - - - - - - ` - - 167 (32) - 40 ` - ` - - - - - - - 321 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 Description of significant unobservable inputs to valuation: As at March 31, 2019 Items Unquoted equity Investments As at March 31, 2018 Items Valuation technique Significant unobservable input Discounted cash flow model Long term growth rate Discount rate Movement by 0.5% 0.5% Increase (`) 201 (243) Decrease (`) (187) 256 Valuation technique Significant unobservable input Movement by Increase (`) Decrease (`) Unquoted equity Investments * * Carrying value ` 1,545 as at March 31, 2018. Third party quote Derivative assets and liabilities: Revenue achievement 1.0% 18 (18) The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency and net investment in foreign operations. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities, foreign currency forecasted cash flows and net investment in foreign operations. The counter parties in these derivative instruments are primarily banks and the Company considers the risks of non-performance by the counterparty as non-material. The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding: Designated derivatives instruments Sell : Forward contracts Range forward options contracts Interest rate swaps Non-designated derivatives instruments Sell : Forward contracts 322 As at March 31, 2018 2019 Notional Fair value Notional Fair value (in million) USD 904 € £ AUD 134 147 77 USD 182 £ € AUD 13 10 - USD 75 USD 939 € £ AUD SGD 58 95 77 6 ZAR 132 CAD SAR 14 62 ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` 951 USD 333 ` 1410 (531) (667) € £ - - 29 AUD 97 5 5 2 - USD 1,067 £ € AUD 191 153 56 (7) USD 75 - - 15 1,149 68 349 39 (11) ` ` ` ` ` ` (360) USD 1,182 6 € 32 (56) £ 1 68 (1) AUD 82 SGD 11 (16) ZAR 56 32 - CAD 56 SAR 123 ` 1,359 ` 55 ` (1) ` 28 ` 1 ` 14 ` 40 (1) Consolidated Financial Statements Under IFRSWipro Limited As at March 31, 2018 2019 (in million) Notional 8 36 6 11 10 61 34 3 AED PLN CHF QAR TRY MXN NOK OMR USD € £ 50 - 20 USD 575 399 JPY - MXN 9 DKK ` ` ` ` ` ` ` ` ` ` ` Fair value - 12 3 (3) 8 Notional AED 9 PLN 38 CHF 10 QAR 3 TRY 28 (6) MXN - 3 NOK 29 OMR 1 SEK 35 (1) (6) - (2) USD 150 € 31 £ 71 (417) USD 730 6 JPY 154 - MXN 9 (1) DKK 75 ` ` (944) Fair value ^ ` 15 ^ ` (1) ` 12 - ` 4 ` (1) ` 5 ` 161 ` 12 ` 57 ` (971) ^ ^ ` (13) ` 3,794 The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2019 are expected to occur and be reclassified to the consolidated statement of income over a period of two years. As at March 31, 2018 and 2019 there were no significant gains or losses on derivative transactions or portions thereof that have become ineffective as hedges or associated with an underlying exposure that did not occur. Range forward options contracts Buy : Forward contracts ^ Value is less than ` 1. The following table summarizes activity in the cash flow hedging reserve within equity related to all derivative instruments classified as cash flow hedges: As at March 31, 2018 2019 Balance as at the beginning of the year Deferred cancellation gain/ (loss), net Changes in fair value of effective portion of derivatives Net (gain)/loss reclassified to consolidated statement of income on occurrence of hedged transactions Gain/(loss) on cash flow hedging derivatives, net Balance as at the end of the year Deferred tax thereon Balance as at the end of the year, net of deferred tax ` 7,325 ` (143) Sale of financial assets (6) 6 (12) 1,069 (7,450) 2,087 ` (7,468) ` 3,162 (143) 29 3,019 (604) ` (114) ` 2,415 From time to time, in the normal course of business, the Company transfers accounts receivables, unbilled receivables, net investment in finance lease receivables (financials assets) to banks. Under the terms of the arrangements, the Company surrenders control over the financial assets and transfer is without recourse. Accordingly, such transfers are recorded as sale of financial assets. Gains and losses on sale of financial assets without recourse are recorded at the time of sale based on the carrying value of the financial assets and fair value of servicing liability. The incremental impact of such transactions on our cash flow and liquidity for the year ended March 31, 2018 and 2019 is not material. In certain cases, transfer of financial assets may be with recourse. Under arrangements with recourse, the Company is obligated to repurchase the uncollected financial assets, subject to limits specified in the agreement with the banks. These are reflected as part of loans and borrowings in the consolidated statement of financial position. 323 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 Financial risk management Market Risk Market risk is the risk of loss of future earnings, to fair values or to future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments, foreign currency receivables, payables and loans and borrowings. The Company’s exposure to market risk is a function of investment and borrowing activities and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure of the Company’s earnings and equity to losses. Risk Management Procedures The Company manages market risk through a corporate treasury department, which evaluates and exercises independent control over the entire process of market risk management. The corporate treasury department recommends risk management objectives and policies, which are approved by senior management and Audit Committee. The activities of this department include management of cash resources, implementing hedging strategies for foreign currency exposures, borrowing strategies, and ensuring compliance with market risk limits and policies. Foreign currency risk The Company operates internationally, and a major portion of its business is transacted in several currencies. Consequently, the Company is exposed to foreign exchange risk through receiving payment for sales and services in the United States and elsewhere and making purchases from overseas suppliers in various foreign currencies. The exchange rate risk primarily arises from foreign exchange revenue, receivables, cash balances, forecasted cash flows, payables and foreign currency loans and borrowings. A significant portion of the Company’s revenue is in the U.S. Dollar, the United Kingdom Pound Sterling, the Euro, the Canadian Dollar and the Australian Dollar, while a large portion of costs are in Indian rupees. The exchange rate between the rupee and these currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against these currencies can adversely affect the Company’s results of operations. The Company evaluates exchange rate exposure arising from these transactions and enters into foreign currency derivative instruments to mitigate such exposure. The Company follows established risk management policies, including the use of derivatives like foreign exchange forward/option contracts to hedge forecasted cash flows denominated in foreign currency. The Company has designated certain derivative instruments as cash flow hedges to mitigate the foreign exchange exposure of forecasted highly probable cash flows. The Company has also designated foreign currency borrowings as hedge against respective net investments in foreign operations. As at March 31, 2018, and 2019 respectively, a ` 1 increase/ decrease in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,500 (consolidated statement of income ` 414 and other comprehensive income ` 1,086) and ` 2,002 (consolidated statement of income ` 602 and other comprehensive income ` 1,400) respectively decrease/increase in the fair value of foreign currency dollar denominated derivative instruments. The below table presents foreign currency risk from non-derivative financial instruments as at March 31, 2018 and 2019: As at March 31, 2018 US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies# Total ` 32,948 ` 7,273 ` 6,585 ` 3,459 ` 990 ` 3,651 ` 54,906 25,694 2,094 17,681 786 26,413 1,164 (49,637) (165) (38,591) (1,516) 13,893 9,144 13,796 (49,257) (23,561) 5,189 1,685 4,061 (37) (5,958) 2,571 3,791 1,993 (41) (3,962) 1,609 2,241 4,459 (137) (2,942) 338 34 940 - (652) ` (3,037) ` 11,625 ` 11,525 ` 5,822 ` 1,650 ` 8,881 ` 36,466 Trade receivables Unbilled revenues Cash and cash equivalents Other assets Loans, borrowings and bank overdrafts Trade payables accrued expenses and other liabilities Net assets/ (liabilities) 324 Consolidated Financial Statements Under IFRSWipro Limited Trade receivables Unbilled receivables Contract assets Cash and cash equivalents Other assets Loans, borrowings and bank overdrafts Trade payables accrued expenses and other liabilities Net assets/ (liabilities) As at March 31, 2019 US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies# Total ` 39,896 ` 8,030 ` 5,212 ` 3,542 ` 1,528 ` 3,880 ` 62,088 14,965 1,225 10,005 836 31,589 1,003 20,397 1,038 (50,611) (33) (42,746) (1,526) 8,038 4,706 21,997 8,553 (50,516) (27,202) 3,146 2,270 1,573 4,056 (21) (4,646) 743 598 2,204 4,544 (21) (2,787) 1,609 1,445 2,884 1,173 (20) (5,779) 204 150 1,928 1,033 - (806) ` 5,472 ` 9,342 ` 11,590 ` 6,085 ` 4,037 ` 9,161 ` 45,687 # Other currencies reflect currencies such as Saudi Riyal, Singapore Dollars, Danish Krone, etc. As at March 31, 2018 and 2019, respectively, every 1% increase/decrease of the respective foreign currencies compared to functional currency of the Company would impact results by approximately ` 365 and ` 457, respectively. Interest rate risk Interest rate risk primarily arises from floating rate borrowing, including various revolving and other lines of credit. The Company’s investments are primarily in short- term investments, which do not expose it to significant interest rate risk. The Company manages its net exposure to interest rate risk relating to borrowings by entering into interest rate swap agreements, which allows it to exchange periodic payments based on a notional amount and agreed upon fixed and floating interest rates. Certain borrowings are also transacted at fixed interest rates. If interest rates were to increase by 100 bps from March 31, 2019, additional net annual interest expense on floating rate borrowing would amount to approximately ` 866. Credit risk Credit risk arises from the possibility that customers may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. No single customer accounted for more than 10% of the accounts receivable as at March 31, 2018 and 2019, respectively, or revenues for the year ended March 31, 2017, 2018 and 2019, respectively. There is no significant concentration of credit risk. Counterparty risk Counterparty risk encompasses issuer risk on marketable securities, settlement risk on derivative and money market contracts and credit risk on cash and time deposits. Issuer risk is minimized by only buying securities which are at least AA rated in India based on Indian rating agencies. Settlement and credit risk is reduced by the policy of entering into transactions with counterparties that are usually banks or financial institutions with acceptable credit ratings. Exposure to these risks are closely monitored and maintained within predetermined parameters. There are limits on credit exposure to any financial institution. The limits are regularly assessed and determined based upon credit analysis including financial statements and capital adequacy ratio reviews. Liquidity risk Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at a reasonable price. The Company’s corporate treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows. As at March 31, 2019, cash and cash equivalents are held with major banks and financial institutions. 325 Consolidated Financial Statements Under IFRSAnnual Report 2018-19The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date. The amounts include estimated interest payments and exclude the impact of netting agreements, if any. As at March 31, 2018 Carrying value Less than 1 year 1-2 years 2-4 years 4-7 years Total Loans, borrowings and bank overdrafts Trade payables and accrued expenses Derivative liabilities Other liabilities Loans, borrowings and bank overdrafts Trade payables and accrued expenses Derivative liabilities Other liabilities ` 138,259 ` 95,466 ` 18,997 ` 28,190 ` 6 ` 142,659 68,129 - 2,217 7 1,057 7 68,129 2,217 1,057 68,129 2,210 1,050 - - - - - - As at March 31, 2019 Carrying value Less than 1 year 1-2 years 2-4 years 4-7 years Total ` 99,467 ` 73,559 ` 24,887 ` 4,309 - - - 88,304 1,310 644 88,304 1,310 644 - - - ` - ` 102,755 88,304 1,310 644 - - - The balanced view of liquidity and financial indebtedness is stated in the table below. This calculation of the net cash position is used by the management for external communication with investors, analysts and rating agencies: Cash and cash equivalents Investment Loans and borrowings As at March 31, 2018 2019 ` 44,925 ` 158,529 249,094 220,716 (138,259) (99,467) ` 155,760 ` 279,778 16. Foreign currency translation reserve The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below: As at March 31, 2018 2019 ` 13,107 ` 16,618 17. Income taxes Income tax expenses has been allocated as follows: Income tax expense as p e r t h e c o n s o l i d a t e d statement of income Income tax included in Other comprehensive income on: Unrealized gains/ (losses) on investment securities Gains/(losses) on cash flow hedging derivatives Defined benefit plan actuarial gains/(losses) Year ended March 31, 2017 2018 2019 ` 25,213 ` 22,390 ` 25,242 594 (644) (65) 962 (1,448) 633 43 47 ` 26,812 ` 20,553 ` 25,857 255 Balance at the beginning of the year Translation difference related to foreign operations, net Reclassification of foreign currency translation differences to profit and loss on sale of hosted Data center services business Reclassification of foreign c u r r e n c y t r a n s l a t i o n differences to profit and loss on sale of Workday and C o r n e r s t o n e O n D e m a n d business Change in effective portion of hedges of net investment in foreign operations Total change during the year Balance at the end of the year 326 3,560 3,129 Income tax expenses consists of the following: Year ended March 31, 2017 2018 2019 Current taxes Domestic Foreign Deferred taxes Domestic Foreign - (4,131) - (79) (49) 3,511 (287) (1,368) ` 16,618 ` 15,250 ` 21,089 ` 18,500 ` 17,987 7,834 5,663 26,334 23,650 3 (180) (3,947) 1,772 (3,944) 1,592 ` 25,213 ` 22,390 ` 25,242 5,412 26,501 (63) (1,225) (1,288) Consolidated Financial Statements Under IFRSWipro Limited Income tax expenses are net of reversal of provisions pertaining to earlier periods, amounting to ` 593, ` 380 and ` 2,267 for the year ended March 31, 2017, 2018 and 2019, respectively. The reconciliation between the provision of income tax and amounts computed by applying the Indian statutory income tax rate to profit before taxes is as follows: Year ended March 31, Profit before taxes Enacted income tax rate in India Computed expected tax expense Effect of: 2017 2019 `110,356 `102,474 `115,415 2018 34.61% 34.61% 34.94% 38,194 35,466 40,326 Income exempt from tax (12,684) (12,878) (18,469) (274) 167 (796) (1,105) (111) (1,002) - (1,563) - (593) (380) (2,267) Basis differences that will reverse during a tax holiday period Income taxed at higher/ (lower) rates Reversal of deferred tax for past years due to rate reduction * Taxes related to prior years Changes in unrecognized deferred tax assets Expenses disallowed for tax purpose Others, net The components of deferred tax assets and liabilities are as follows: Carry-forward losses * Trade payables, accrued expenses and other liabilities Allowances for lifetime expected credit loss Minimum alternate tax Cash flow hedges Others Property, plant and equipment Amortizable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liablities Others Net deferred tax assets/(liabilities) Amounts presented in statement of financial position: Deferred tax assets Deferred tax liabilities As at March 31, 2018 2019 ` 5,694 ` 3,149 3,107 3,713 4,499 4,521 74 29 - 13,403 (2,166) (1,810) (3,190) - - 318 11,701 (1,840) (1,899) (2,295) (1,712) (1,455) - (273) (403) (9,554) (604) (289) (1,132) (9,514) ` 3,849 ` 2,187 ` 6,908 ` (3,059) ` 5,604 ` (3,417) 40 239 3,972 * Includes deferred tax asset recognized on carry forward losses pertaining to business combinations. 1,787 (152) 1,431 3,503 19 (25) Income tax expense ` 25,213 ` 22,390 ` 25,242 Effective income tax rate 22.85% 21.85% 21.87% * The “Tax Cuts and Jobs Act,” was signed into law on December 22, 2017 (‘US tax reforms’) which among other things, makes significant changes to the rules applicable to the taxation of corporations, such as changing the corporate tax rate from 35% to 21% rate effective January 1, 2018. For the year ended March 2018, the Company took a positive impact of ` 1,563 on account of re-statement of deferred tax items pursuant to US tax reforms. 327 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 Movement in deferred tax assets and liabilities Movement during the year ended March 31, 2017 As at April 1, 2016 Credit/ (charge) in the consolidated statement of income Carry forward losses Trade payables, accrued expenses and other liabilities Allowances for lifetime expected credit loss Minimum alternate tax Property, plant and equipment Amortizable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liabilities Others Total 5,250 3,270 3,039 1,457 (4,262) (3,963) (4,665) (814) (458) (4) 328 (822) 825 (44) (77) 63 (249) (401) 2,639 (837) - (192) (439) 1,288 Credit/ (charge) in the Other comprehensive income (562) (75) (7) - 358 307 279 (594) (961) 13 24 On account of business combination As at March 31, 2017 - - - - - - (2,764) - - - - 5,513 3,151 2,955 1,520 (4,153) (4,057) (4,511) (2,245) (1,419) (183) (87) (1,218) (2,764) (3,516) On account of business combination Assets held for sale As at March 31, 2018 - - - - - - (113) - - - - - 5,694 (41) 3,107 (22) 4,499 - 74 1,150 (2,166) 778 (1,810) - - - (46) 142 (3,190) (1,712) 29 (273) (403) (113) 1,961 3,849 Movement during the year ended March 31, 2018 As at April 1, 2017 Credit/ (charge) in the consolidated statement of income Credit/ (charge) in the Other comprehensive income Carry forward losses Trade payables, accrued expenses and other liabilities Allowances for lifetime expected credit loss Minimum alternate tax Property, plant and equipment Amortizable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liabilities Others Total 5,513 3,151 2,955 1,520 (4,153) (4,057) (4,511) (2,245) (1,419) (183) (87) (3,516) 133 243 1,564 (1,446) 912 1,522 1,546 (112) - (35) (383) 3,944 48 (246) 2 - (75) (53) (112) 645 1,448 (9) (75) 1,573 328 Consolidated Financial Statements Under IFRSWipro LimitedMovement during the year ended March 31, 2019 As at April 1, 2018 Credit/ (charge) in the consolidated statement of income Credit/ (charge) in the Other comprehensive income Carry forward losses Trade payables, accrued expenses and other liabilities Allowances for lifetime expected credit loss Minimum alternate tax Property, plant and equipment Amortizable goodwill Intangible assets Interest on bonds and fair value movement of investments Cash flow hedges Contract liabilities Others Total 5,694 3,107 4,499 74 (2,166) (1,810) (3,190) (1,712) 29 (273) (403) 3,849 (2,879) 295 9 (74) 219 16 1,076 186 - (1) (439) (1,592) 334 (22) 2 - (94) (105) (181) 71 (633) (15) 27 (616) Others (Note 32) As at March 31, 2019 - 3,149 333 11 - 201 - - - - - 1 546 3,713 4,521 - (1,840) (1,899) (2,295) (1,455) (604) (289) (814) 2,187 Deferred taxes on unrealized foreign exchange gain / loss relating to cash flow hedges, fair value movements in investments and actuarial gains/losses on defined benefit plans are recognized in other comprehensive income. Deferred tax liability on the intangible assets identified and carry forward losses on acquisitions is recorded by an adjustment to goodwill. Other than these, the change in deferred tax assets and liabilities is primarily recorded in the consolidated statement of income. In assessing the realizability of deferred tax assets, the Company considers the extent to which it is probable that the deferred tax asset will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable profits during the periods in which those temporary differences and tax loss carry-forwards become deductible. The Company considers the expected reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on this, the Company believes that it is probable that the Company will realize the benefits of these deductible differences. The amount of deferred tax asset considered realizable, however, could be reduced in the near term if the estimates of future taxable income during the carry- forward period are reduced. Deferred tax asset amounting to ` 3,756 and ` 6,769 as at March 31, 2018 and 2019, respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry-forwards of ` 14,510 and ` 24,355 as at March 31, 2018 and 2019, respectively, relates to certain subsidiaries on which deferred tax asset has not been recognized by the Company, because there is a lack of reasonable certainty that these subsidiaries may generate future taxable profits. Approximately, ` 6,223 and ` 8,191 as at March 31, 2018 and 2019, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately ` 8,287 and ` 16,164 as at March 31, 2018 and 2019, respectively, expire in various years through fiscal 2038. The Company has recognized deferred tax assets of ` 5,694 and ` 3,149 primarily in respect of carry forward losses of its various subsidiaries as at March 31, 2018 and 2019, respectively. Management’s projections of future taxable income and tax planning strategies support the assumption that it is probable that sufficient taxable income will be available to utilize these deferred tax assets. The Company has calculated its tax liability for current domestic taxes after considering MAT. The excess tax paid under MAT provisions over and above normal tax liability can be carried forward and set-off against future tax liabilities computed under normal tax provisions. The Company was required to pay MAT and accordingly, a deferred tax asset of ` 74 and Nil has been recognized in the statement of consolidated financial position as at March 31, 2018 and 2019, respectively. A substantial portion of the profits of the Company’s India operations are exempt from Indian income taxes being profits attributable to export operations and profits from units established under the Special Economic Zone Act, 2005 scheme. Units designated in special economic zones providing service on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits and gains for a further five years. Certain tax benefits are also available for a further five years subject 329 Consolidated Financial Statements Under IFRSAnnual Report 2018-19to the unit meeting defined conditions. Profits from certain other undertakings are also eligible for preferential tax treatment. The tax holiday period being currently available to the Company expires in various years through fiscal 2032-33. The expiration period of tax holiday for each unit within a SEZ is determined based on the number of years that have lapsed following year of commencement of production by that unit. The impact of tax holidays has resulted in a decrease of current tax expense of ` 11,958, ` 11,635 and ` 15,390 for the years ended March 31, 2017, 2018 and 2019, respectively, compared to the effective tax amounts that we estimate the Company would have been required to pay if these incentives had not been available. The per share effect of these tax incentives for the years ended March 31, 2017, 2018 and 2019 was ` 1.85, ` 1.84 and ` 2.56, respectively. Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. Accordingly, deferred income tax liabilities on cumulative earnings of subsidiaries amounting to ` 51,432 and ` 52,488 as at March 31, 2018 and 2019, respectively and branch profit tax @ 15% of the US branch profit have not been recognized. Further, it is not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed earnings. 18. Dividends, Bonus and Buyback of equity shares The Company declares and pays dividends in Indian rupees. According to the Companies Act, 2013 any dividend should be declared out of accumulated distributable profits. A Company may, before the declaration of any dividend, transfer a percentage of its profits for that financial year as it may consider appropriate to the reserves. The cash dividends paid per equity share were ` 3, ` 1 and ` 1, during the years ended March 31, 2017, 2018 and 2019, respectively, including an interim dividend of ` 2, ` 1 and ` 1 for the years ended March 31, 2017, 2018 and 2019, respectively. During the year ended March 31, 2018, the bonus issue in the proportion of 1:1 i.e.1 (One) bonus equity share of ` 2 each for every 1 (one) fully paid-up equity share held (including ADS holders) had been approved by the shareholders of the Company on June 03, 2017 through Postal Ballot /e-voting. For this purpose, June 14, 2017, was fixed as the record date. Consequently, on June 15, 2017, the Company allotted 2,433,074,327 shares and ` 4,866 (representing par value of ` 2 per share) has been transferred from retained earnings to share capital. During the year ended March 31, 2019, the bonus issue in the proportion of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3 (three) fully paid-up equity shares held (including ADS holders) was approved by the shareholders of the Company on February 22, 2019, through Postal Ballot 330 /e-voting. Subsequently, on March 8, 2019, the Company allotted 1,508,469,180 equity shares to shareholders who held equity shares as on the record date of March 7, 2019 and ` 3,016 (representing par value of ` 2 per share) was transferred from capital redemption reserves, securities premium reserve and retained earnings to the share capital. During the year ended March 31, 2018, the Company has concluded the buyback of 343,750,000 equity shares as approved by the Board of Directors on July 20, 2017. This has resulted in a total cash outflow of ` 110,000. In line with the requirement of the Companies Act 2013, an amount of ` 1,656 and ` 108,344 has been utilized from the securities premium reserve and retained earnings respectively. Further, capital redemption reserves (included in other reserves) of ` 687 (representing the nominal value of the shares bought back) has been created as an apportionment from retained earnings. Consequent to such buyback, share capital has reduced by ` 687. 19. Additional capital disclosures The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor and customer confidence and to ensure future development of its business. The Company focused on keeping strong total equity base to ensure independence, security as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company. The Company’s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The amount of future dividends/ buyback of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status. The capital structure as at March 31, 2018 and 2019 was as follows: Equity attributable to the equity shareholders of the Company As percentage of total capital Current loans, borrowings and bank overdrafts Long-term loans and borrowings Total loans, borrowings and bank overdrafts As percentage of total capital Total capital (loans, borrowings and bank overdrafts and equity) As at March 31, 2018 2019 % Change ` 482,936 `568,116 17.64% 78% 85% 92,991 71,099 45,268 28,368 ` 138,259 ` 99,467 (28.06%) 22% 15% ` 621,195 `667,583 7.47% Consolidated Financial Statements Under IFRSWipro Limited Loans and borrowings represent 22% and 15% of total capital as at March 31, 2018 and 2019, respectively. The Company is not subjected to any externally imposed capital requirements. ** 20. Revenue Year ended March 31, 2017 2018 2019 Rendering of services ` 522,061 ` 524,543 ` 571,301 Sales of products 14,544 ` 550,402 ` 544,871 ` 585,845 20,328 28,341 21. Expenses by nature Consequent to insolvency of two of our customers, the Company has recognized provision of ` 4,612 for impairment of receivables and deferred contract cost. ` 416 and ` 4,196 of these provisions have been included in cost of revenue and General and administrative expenses, respectively for the year ended March 31, 2018. ** Miscellaneous expenses for the year ended March 31, 2019, includes an amount of ` 5,141 ($ 75) paid to National Grid on settlement of a legal claim against the Company. 22. Other operating income Year ended March 31, 2017 2018 2019 Sale of hosted data center services business: During the year ended March 31, 2019, the Company has concluded the divestment of its hosted data center services business. ` 268,081 ` 272,223 ` 299,774 The calculation of the gain on sale is shown below: Employee compensation Sub-contracting/ technical fees Cost of hardware and software Travel Facility expenses Depreciation, amortization and impairment * Communication Legal and professional fees Rates, taxes and insurance Marketing and brand building Lifetime expected credit loss and provision for deferred contract cost ** Miscellaneous expenses *** Total cost of revenues, selling and marketing expenses and general and administrative expenses 82,747 84,437 94,725 27,216 20,147 19,297 18,985 17,399 21,044 13,567 17,768 22,213 23,107 21,124 19,474 5,370 5,353 4,561 4,957 4,690 4,361 2,261 2,400 1,621 2,936 3,140 2,714 2,427 6,565 980 5,836 4,705 11,736 ` 464,382 ` 462,065 ` 493,494 * Depreciation, amortization and impairment includes impairment on certain software platform and intangible assets recognized on acquisitions, amounting to ` 3,056, ` 643, ` 2,318, for the years ended March 31, 2017, 2018 and 2019, respectively. Particulars Total Cash considerations (net of disposal costs ` 660) ` 25,432 Less: Carrying amount of net assets disposed (including goodwill of ` 13,009) Add: Reclassification of exchange difference on foreign currency translation Gain on sale (26,455) 4,131 ` 3,108 In accordance with the sale agreement, total cash consideration is ` 28,124 and the Company paid ` 3,766 to subscribe for units issued by the buyer. Units amounting to ` 2,032 are callable by the buyer if certain business targets committed by the Company are not met over a period of three years. The fair value of these callable units is estimated to be insignificant as at reporting date. Consequently, the sale consideration accounted of ` 24,358 and units amounting to ` 1,734 units issued by the buyer. Loss of control in subsidiary: During the year ended March 31, 2019, the Company has reduced its equity holding from 74% to 11% in Wipro Airport IT Services Limited. The loss/ gain on this transaction is insignificant. The assets and liabilities associated with these transactions were classified as assets held for sale and liabilities directly associated with assets held for sale amounting to ` 27,201 and ` 6,212 respectively as at March 31, 2018. Sale of Workday and Cornerstone OnDemand business: During the year ended March 31, 2019, the Company has concluded the Sale of Workday and Cornerstone OnDemand business except in Portugal, France and Sweden. 331 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 The calculation of the gain is as shown below: 24. Finance and other income and Foreign exchange Particulars Cash considerations Less: Carrying amount of net assets disposed (includes goodwill of ` 4,893 and intangible assets of ` 740) Add: Reclassification of exchange difference on foreign currency translation Gain on sale Total ` 6,645 5,475 79 ` 1,249 Assets pertaining to Portugal, France and Sweden are classified as Assets held for sale ` 240 as at March 31, 2019, which was concluded on May 31, 2019. These disposal groups do not constitute a major component of the Company and hence were not classified as discontinued operations. 23. Finance expense Interest expense Exchange fluctuation on foreign currency borrowings, net Year ended March 31, 2017 ` 2,675 2018 ` 3,451 2019 ` 5,616 3,267 ` 5,942 2,379 ` 5,830 1,759 ` 7,375 gains/(losses), net Interest income Dividend income Net gain from investments classified as FVTPL Net gain from investments classified as FVOCI Finance and other income Foreign exchange gains/(losses), net on financial instrument measured at FVTPL Other Foreign exchange gains/ (losses), net Foreign exchange gains/(losses), net Year ended March 31, 2017 ` 18,066 311 2019 ` 17,806 ` 20,261 361 2018 609 3,822 5,410 1,990 220 174 311 ` 22,419 ` 23,999 ` 22,923 6,975 (107) 1,251 (3,198) 1,595 1,964 ` 3,777 ` 26,196 ` 1,488 ` 3,215 ` 25,487 ` 26,138 25. Earnings per equity share A reconciliation of profit for the year and equity shares used in the computation of basic and diluted earnings per equity share is set out below: Basic: Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares. Year ended March 31, 2017 2018 2019 Profit attributable to equity holders of the Company ` 84,895 ` 80,081 ` 90,031 Weighted average number of equity shares outstanding 6,476,108,013 6,333,391,200 6,007,376,837 Basic earnings per share ` 13.11 ` 12.64 ` 14.99 Diluted: Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company. The calculation is performed in respect of share options to determine the number of shares that could have been acquired at fair value (determined as the average market price of the Company’s shares during the year). The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options. 332 Consolidated Financial Statements Under IFRSWipro Limited Year ended March 31, 2017 2018 2019 Profit attributable to equity holders of the Company ` 84,895 ` 80,081 ` 90,031 Weighted average number of equity shares outstanding 6,476,108,013 6,333,391,200 6,007,376,837 Effect of dilutive equivalent share options 19,021,504 11,091,433 14,927,530 Weighted average number of equity shares for diluted earnings per share Diluted earnings per share 6,495,129,517 6,344,482,633 6,022,304,367 ` 13.07 ` 12.62 ` 14.95 Earnings per share and number of share outstanding for the years ended March 31, 2017 and 2018, have been proportionately adjusted for the bonus issue in the ratio of 1:3 i.e.1 (One) bonus equity share of ` 2 each for every 3 (three) fully paid-up equity shares held (including ADS holders). Refer Note 18. 26. Employee stock incentive plans The stock compensation expense recognized for employee services received during the year ended March 31, 2017, 2018 and 2019, were ` 1,742, ` 1,347 and ` 1,938, respectively. Wipro Equity Reward Trust (“WERT”) In 1984, the Company established a controlled trust called the Wipro Equity Reward Trust (“WERT”). In the earlier years, WERT purchased shares of the Company out of funds borrowed from the Company. The Company’s Board Governance, Nomination and Compensation Committee recommends to WERT certain officers and key employees, to whom WERT issues shares from its holdings at nominal price subject to vesting conditions. WERT held 13,728,607, 23,097,216 and 27,353,853 treasury shares as at March 31, 2017, 2018 and 2019, respectively. Wipro Employee Stock Option Plans and Restricted Stock Unit Option Plans A summary of the general terms of grants under stock option plans and restricted stock unit option plans are as follows: Name of Plan Number of Options reserved under the plan Range of Exercise Price Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan) * 59,797,979 US $ 0.03 Wipro Employee Restricted Stock Unit Plan 2005 (WSRUP 2005 plan) * Wipro Employee Restricted Stock Unit Plan 2007 (WSRUP 2007 plan) * Wipro Equity Reward Trust Employee Stock Purchase Plan, 2013 ** 59,797,979 49,831,651 39,546,197 ` 2 ` 2 ` 2 Wipro Employee Stock Option plan 2000 (2000 plan) *** 747,474,747 ` 171 - 490 Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans (collectively “stock option plans”) are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest in tranches over a period of three to five years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. * The maximum contractual term for these Stock Option Plans and Restricted Stock Unit Option Plans is perpetual until the options are available for grant under the plan. ** The maximum contractual term for these Stock Option Plans is up to May 29, 2023 until the options are available for grant under the plan. *** The maximum contractual term for these Stock Option Plans is up to July26, 2020 until the options are available for grant under the plan. 333 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 The activity in these stock option plans and restricted stock unit option plan is summarized below: 2017 Year ended March 31, 2018 2019 Particulars Range of exercise price Outstanding at the beginning of the year Bonus on outstanding Refer Note 18 Granted * Exercised Forfeited and Expired Outstanding at the end of the year Exercisable at the end of the year Numbers Weighted Average Exercise Price ` 480.20 Numbers Weighted Average Exercise Price ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 20,181 7,254,326 3,747,430 - - - - 2,398,000 2,379,500 - ` 2 (1,113,775) (174,717) - (586,468) (663,430) 20,181 7,952,083 5,288,783 20,181 698,320 141,342 20,181 7,952,083 5,288,783 - 6,968,406 4,077,070 - 4,612,400 3,897,000 (20,181) ` 2 (5,325,217) US $ 0.03 (2,565,976) ` 480.20 - ` 2 (663,675) US $ 0.03 (497,823) ` 480.20 - ` 2 13,543,997 US $ 0.03 10,199,054 ` 480.20 - ` 2 1,875,994 US $ 0.03 789,962 US $ 0.03 10,199,054 ` 480.20 ` 2 US $ 0.03 ` 480.20 ` 2 US $ 0.03 ` 480.20 Numbers Weighted Average Exercise Price - ` 480.20 ` 2 13,543,997 ` 2 US $ 0.03 - ` 480.20 4,773,755 ` 2 US $ 0.03 3,957,434 - ` 480.20 4,607,000 ` 2 US $ 0.03 4,849,000 - ` 480.20 ` 2 (2,739,097) ` 2 US $ 0.03 - ` 480.20 ` 2 (2,578,192) ` 2 US $ 0.03 - ` 480.20 ` 2 17,607,463 ` 2 US $ 0.03 - ` 480.20 1,300,781 ` 2 US $ 0.03 US $ 0.03 14,446,790 ` 480.20 ` 2 US $ 0.03 US $ 0.03 (1,541,803) ` 480.20 US $ 0.03 (3,016,895) ` 480.20 948,877 The following table summarizes information about outstanding stock options and restricted stock unit option plan : 2017 Year ended March 31, 2018 2019 Range of exercise price Numbers Weighted Average Remaining life (months) Weighted Average Exercise Price Numbers Weighted Average Remaining life (months) Weighted Average Exercise Price Numbers Weighted Average Remaining life (months) Weighted Average Exercise Price ` 480.20 20,181 ` 2 7,952,083 US $ 0.03 5,288,783 - ` 480.20 - ` 2 13,543,997 19 24 US $ 0.03 10,199,054 - ` 480.20 - ` 2 17,607,463 27 28 US $ 0.03 14,446,790 - ` 480.20 24 ` 2 26 US $ 0.03 The weighted-average grant-date fair value of options granted during the years ended March 31, 2017, 2018 and 2019 was ` 569.52, ` 337.74 and ` 349.81 for each option, respectively. The weighted average share price of options exercised during the years ended March 31, 2017, 2018 and 2019 was ` 536.80, ` 303.44 and ` 325.85 for each option, respectively. * Includes 79,000, 1,097,600 and 1,567,000 Performance based stock options (RSU) during the years ended March 31, 2017, 2018 and 2019, respectively. 188,000, 1,113,600 and 1,673,000 Performance based stock options (ADS) during the years ended March 31, 2017, 2018 and 2019, respectively. Performance based stock options (RSU) were issued under Wipro Employee Restricted Stock Unit plan 2007 (WSRUP 2007 plan) and Performance based stock options (ADS) were issued under Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan). 334 Consolidated Financial Statements Under IFRSWipro Limited27. Employee benefits a) Employee costs includes Amount recognized in the consolidated statement of income in respect of defined benefit plans is as follows: Salaries and bonus Employee benefits plans Gratuity and other defined benefit plans Defined contribution plans Share based compensation Year ended March 31, 2017 2019 ` 258,207 ` 261,981 ` 289,005 2018 1,095 1,532 1,459 7,037 7,363 7,372 1,742 1,938 ` 268,081 ` 272,223 ` 299,774 1,347 The employee benefit cost is recognized in the following line items in the consolidated statement of income: Cost of revenues Selling and marketing expenses General and administrative expenses Year ended March 31, 2017 2019 ` 226,595 ` 228,937 ` 251,818 2018 26,051 28,070 30,972 15,435 16,984 ` 268,081 ` 272,223 ` 299,774 15,216 Defined benefit plan actuarial (gains)/ losses recognized in other comprehensive income include: Year ended March 31, 2017 2018 2019 Re-measurement of net defined benefit liability/(asset) Return on plan assets excluding interest income Actuarial loss/ (gain) arising from financial assumptions Actuarial loss/ (gain) arising from demographic assumptions Actuarial loss/ (gain) arising from experience adjustments ` (189) ` (18) ` (49) 363 (296) 73 (73) (54) (40) (313) ` (212) (454) ` (822) (266) ` (282) b) Defined benefit plans Defined benefit plans include gratuity for employees drawing salary in Indian rupees and certain benefits plans in foreign jurisdictions Current service cost Net interest on net defined benefit liability/(asset) Net gratuity cost/ (benefit) Actual return on plan assets Year ended March 31, 2017 ` 1,130 2018 ` 1,525 2019 ` 1,434 (35) 7 25 1,095 1,532 1,459 ` 692 ` 501 ` 607 Change in present value of defined benefit obligation is summarized below: Defined benefit obligation at the beginning of the year Acquisitions (Note 32) Current service cost Interest on obligation Benefits paid Remeasurement loss/(gains) Actuarial loss/(gain) arising from financial assumptions Actuarial loss/(gain) arising from demographic assumptions Actuarial loss/(gain) arising from experience adjustments Defined benefit obligation at the end of the year As at March 31, 2018 2019 ` 8,270 38 1,525 490 (865) ` 8,654 1,094 1,434 583 (1,047) (296) 73 (54) (40) (454) (266) ` 8,654 ` 10,485 Change in plan assets is summarized below: Fair value of plan assets at the beginning of the year Acquisitions (Note 32) Expected return on plan assets Employer contributions Benefits paid Remeasurement (loss)/gains Return on plan assets excluding interest income Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized asset/(liability) As at March 31, 2018 2019 ` 7,919 28 483 59 - ` 8,507 109 558 254 (34) 18 49 ` 8,507 ` 9,443 (147) (147) ` (1,042) ` (1,042) As at March 31, 2018 and 2019, plan assets were primarily 335 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 invested in insurer managed funds The Company has established an income tax approved irrevocable trust fund to which it regularly contributes to finance the liabilities of the gratuity plan. The fund’s investments are managed by certain insurance companies as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed in the insurance regulations. The principal assumptions used for the purpose of actuarial valuation of these defined benefit plans are as follows: Discount rate Expected return on plan assets Expected rate of salary increase Duration of defined benefit obligations As at March 31, 2018 6.30% 6.30% 6.89% 2019 6.05% 6.05% 6.80% 8 years 8 years The expected return on plan assets is based on expectation of the average long-term rate of return expected on investments of the fund during the estimated term of the obligations. The discount rate is primarily based on the prevailing market yields of government securities for the estimated term of the obligations. The estimates of future salary increase considered takes into account the inflation, seniority, promotion and other relevant factors. Attrition rate considered is the management’s estimate, based on previous years’ employee turnover of the Company. The expected future contribution and estimated future benefit payments from the fund are as follows: Expected contribution to the fund during the year ending March 31, 2020 Estimated benefit payments from the fund for the year ending March 31: 2020 2021 2022 2023 2024 Thereafter Total ` 1,162 ` 1,686 1,203 1,171 1,150 1,133 7,552 ` 13,895 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as at March 31, 2019. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As at March 31, 2019, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/ increase of defined benefit obligation by approximately ` (405) and ` 435 respectively (March 31, 2018: ` (320) and ` 341 respectively). As at March 31, 2019, every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of defined benefit obligation by approximately ` 245 and ` (229) respectively (March 31, 2018: ` 184 and ` (173) respectively). c) Provident fund: The details of fund and plan assets are given below: As at March 31, 2018 2019 Fair value of plan assets ` 46,016 ` 53,015 Present value of defined benefit obligation Net (shortfall)/ excess (46,016) (53,015) ` - ` - The plan assets have been primarily invested in government securities and corporate bonds. The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Discount rate for the term of the obligation Average remaining tenure of investment portfolio Guaranteed rate of return As at March 31, 2018 2019 7.35% 7.00% 7 years 8 years 8.55% 8.65% 336 Consolidated Financial Statements Under IFRSWipro Limited 28. Related party relationship and transactions List of subsidiaries and associates as of March 31, 2019 are provided in the table below: Subsidiaries Subsidiaries Subsidiaries Wipro LLC Wipro Gallagher Solutions, LLC. Country of Incorporation USA USA Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (UK) Limited Wipro Information Technology Austria GmbH ** Wipro Technologies Austria GmbH ** NewLogic Technologies SARL ** Wipro Cyprus SE Wipro Insurance Solutions LLC Wipro IT Services, LLC. Opus Capital Markets Consultants LLC Wipro Promax Analytics Solutions Americas LLC HealthPlan Services, Inc. *** Appirio, Inc. *** Cooper Software, LLC. Infocrossing, LLC Wipro US Foundation Wipro Digital Aps Wipro Europe Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. Designit A/S *** Wipro UK Limited Wipro Doha LLC # Wipro Technologies SA DE CV Wipro Philippines, Inc. Wipro Holdings Hungary Korlátolt Felelosségu Társaság Wipro Information TechnologyEgypt SAE Wipro Arabia Co. Limited * Wipro Poland Sp. Z.O.O Wipro IT Services Poland Sp Z.O.O Wipro Technologies Australia Pty Ltd Wipro Holdings Investment Korlátolt Felelősségű Társaság Women’s Business Park Technologies Limited * USA USA USA USA USA USA USA USA USA India Japan China India India U.K. Denmark Denmark U.K. U.K. U.K. Romania Austria Austria France Cyprus Qatar Mexico Philippines Hungary Hungary Egypt SaudiArabia Saudi Arabia Poland Poland Australia 337 Consolidated Financial Statements Under IFRSAnnual Report 2018-19Subsidiaries Subsidiaries Subsidiaries Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro IT Service Ukraine LLC Wipro Information Technology Netherlands BV. Wipro Technologies Nigeria Limited Russia Chile Wipro Technologies SA Wipro Portugal S.A. *** Limited Liability Company Wipro Technologies Limited Wipro Technology Chile SPA Wipro Solutions Canada Limited Canada Wipro Information Technology Kazakhstan LLP W i p r o Te c h n o l o g i e s W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C Peru Wipro do BrasilServicos de Tecnologia S.A. Wipro do Brasil Technologia Ltda *** Brazil Costa Rica Ireland Venezuela Kazakhstan Country of Incorporation Ghana South Africa Nigeria Ukraine Netherlands Argentina Portugal Brazil Romania Indonesia Thailand Bahrain Sultanate of Oman Iraq Germany Austria Singapore China Malaysia China India Bangladesh India Wipro Technologies S.R.L. PT. WT Indonesia Wipro (Thailand) Co. Limited Wipro Bahrain Limited Co. S.P.C Wipro Gulf LLC Rainbow Software LLC Cellent GmbH Wipro (Dalian) Limited Wipro Technologies SDN BHD Cellent Gmbh *** Wipro Networks Pte Limited Wipro Chengdu Limited Appirio India Cloud Solutions Private Limited** Wipro IT Services Bangladesh Limited Wipro HR Services India Private Limited * All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Co. Limited and 55% of the equity securities of Women’s Business Park Technologies Limited are held by Wipro Arabia Co. Limited. # 51% of equity securities of Wipro Doha LLC are held by a local shareholder. However, the beneficial interest in these holdings is with the Company. 338 Consolidated Financial Statements Under IFRSWipro Limited The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’, ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa. *** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit A/S, Cellent GmbH, HealthPlan Services, Inc. and Appirio, Inc. are as follows: Subsidiaries Subsidiaries Subsidiaries Country of Incorporation Wipro Portugal S.A. Wipro do Brasil Technologia Ltda Designit A/S Wipro Technologies Gmbh Wipro Do Brasil Sistemetas De Informatica Ltd Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Denextep Spain Digital, S.L Frontworx Informations technologie GmbH HealthPlan Services Insurance Agency, LLC. Appirio, K.K Topcoder, Inc. Appirio Ltd Designit Colombia S A S Designit Peru SAC Appirio GmbH Apprio Ltd (UK) Cellent GmbH HealthPlan Services, Inc. Appirio, Inc. Portugal Germany Brazil Brazil Denmark Denmark Germany Norway Sweden Israel Japan Spain Colombia Peru Austria Austria USA USA USA Japan USA Ireland Germany U.K. ** Vide its order dated March 29, 2019, the Hon’ble National Company Law Tribunal, Bengaluru bench, approved the scheme of amalgamation for the merger of wholly owned subsidiaries Wipro Information Technology Austria GmbH, Wipro Technologies Austria GmbH, NewLogic Technologies SARL and Appirio India Cloud Solutions Private Limited with Wipro Limited. As per the said scheme, the appointed date is April 1, 2018. 339 Consolidated Financial Statements Under IFRSAnnual Report 2018-19As at March 31, 2019, the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management, LLC, investments accounted for using the equity method. Country of incorporation India India Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Entity controlled by Director Executive Chairman and Managing Director Executive Vice Chairman (vii) Chief Executive Officer and Executive Director (iii) Non-Executive Director Non-Executive Director Non-Executive Director (v) Non-Executive Director Non-Executive Director Non-Executive Director (vi) Non-Executive Director Executive Director and Chief Strategy Officer (ii) Non-Executive Director (iv) Non-Executive Director (iv) Additional Director (viii) Chief Financial Officer (i) The list of controlled trustsare: Name of entity Wipro Equity Reward Trust Wipro Foundation The other related parties are: Name of the related parties Azim Premji Foundation Azim Premji Foundation for Development Hasham Traders Prazim Traders Zash Traders Hasham Investment and Trading Co. Pvt. Ltd Azim Premji Philanthropic Initiatives Pvt. Ltd Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited Key management personnel Azim H Premji T K Kurien Abidali Z Neemuchwala Dr. Ashok Ganguly N Vaghul Dr. Jagdish N Sheth William Arthur Owens M.K. Sharma Vyomesh Joshi Ireena Vittal Rishad A Premji Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya Jatin Pravinchandra Dalal (i) Effective April 1, 2015 (ii) Effective May 1, 2015 (iii) Effective February 1, 2016 (iv) Effective April 1, 2016 (v) Up to July 18, 2016 (vi) Up to July 19, 2016 (vii) Up to January 31, 2017 (viii) Effective January 1, 2019 Relatives of key management personnel: - Yasmeen H. Premji - Tariq Azim Premji 340 Consolidated Financial Statements Under IFRSWipro LimitedThe Company has the following related party transactions: Transaction / balances Sales of goods and services Assets purchased Dividend Buyback of shares Rental Income Rent Paid Others Key management personnel * Remuneration and short-term benefits Other benefits Balance as at the year end Receivables Payables Entities controlled by Directors 2018 2017 2019 Key Management Personnel 2018 2017 2019 114 106 5,087 19,638 43 8 93 136 290 3,171 63,745 42 7 31 - - 76 22 - - 39 57 102 240 3,171 - 43 8 63 - - 132 8 - - 287 2 - 6 - 231 156 - 27 - - 191 ^ - 6 - 248 130 - 55 - - 191 - - 5 - 341 173 - 155 ^ Value is less than ` 1 Further investment in associates during the year ` 261 and Nil as at March 31, 2018 and 2019, respectively. * Post employment benefit comprising compensated absences is not disclosed as this is determined for the Company as a whole. Benefits includes the prorated value of Restricted Stock Units (“RSU’s”) granted to the personnel, which vest over a period of time. Other benefits include share-based compensation ` 148, ` 124 and ` 166, as at March 31, 2017, 2018 and 2019, respectively. 29. Commitments and contingencies Operating leases: The Company has taken office, vehicles and IT equipment under cancellable and non-cancellable operating lease agreements that are renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extend up to a maximum of fifteen years from their respective dates of inception and some of these lease agreements have price escalation clause. Rental payments under such leases were ` 5,953, ` 6,236 and ` 6,490 for the years ended March 31, 2017, 2018 and 2019, respectively: Not later than one year Later than one year but not later than five years Later than five years As at March 31, 2018 ` 6,186 2019 ` 7,006 12,470 2,354 ` 21,010 11,106 1,629 ` 19,741 Capital commitments: As at March 31, 2018 and 2019, the Company had committed to spend approximately ` 13,091 and ` 12,443 respectively, under agreements to purchase/ construct property and equipment. These amounts are net of capital advances paid in respect of these purchases. Guarantees: As at March 31, 2018 and 2019, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ` 21,546 and ` 18,456 respectively, as part of the bank line of credit. Contingencies and lawsuits: The Company is subject to legal proceedings and claims (including tax assessment orders/ penalty notices) which have arisen in the ordinary course of its business. Some of the claims involve complex issues and it is not possible to make a reasonable estimate of the expected financial effect, if any, that will result from ultimate resolution of such proceedings. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The significant of such matters are discussed below. In March 2004, the Company received a tax demand for year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 (Act) in respect of profit earned by the Company’s undertaking in Software Technology Park at Bengaluru. The same issue was repeated in the successive assessments for the years ended March 31, 2002 to March 31, 2011 and the aggregate demand is ` 47,583 (including interest of ` 13,832). The appeals filed against the said demand before the Appellate authorities have been allowed in favor of the Company by the second appellate authority for the years up to March 31, 2008. Further appeals have been filed by the Income tax authorities before the Hon’ble High Court. The Hon’ble High Court has heard and disposed-off majority of the issues in favor of the Company up to years ended March 31, 2004. Department has filed a Special Leave Petition (SLP) before the Supreme Court of India for the year ended March 31, 2001 to March 31, 2004. On similar issues for years up to March 31, 2000, the 341 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 Hon’ble High Court of Karnataka has upheld the claim of the Company under section 10A of the Act. For the year ended March 31, 2009, the appeals are pending before Income Tax Appellate Tribunal (ITAT). For years ended March 31, 2010 and March 31, 2011, the Dispute Resolution Panel (DRP) allowed the claim of the Company under section 10A of the Act. The Income tax authorities have filed an appeal before the ITAT. For year ended March 31, 2013, the Company received the final assessment order in November 2017 with a demand of ` 3,286 (including interest of ` 1,166), arising primarily on account of section 10AA issues with respect to exclusion from Export Turnover. The Company has filed an appeal before Hon’ble ITAT, Bengaluru within the prescribed timelines. For year ended March 31, 2014, the Company received the final assessment order in September 2018 with a demand of ` 1,030 (including Nil interest), arising primarily on account of transfer pricing issues. The Company has filed an appeal before the Hon’ble ITAT, Bengaluru within the prescribed timelines. For year ended March 31, 2015, the Company received the Draft assessment order in December 2018 with a demand of ` 6,467 (including interest of ` 2,007), arising primarily on account of Capitalization of wages. The Company has filed objections before the Dispute Resolution Panel (Bengaluru) within the prescribed timelines. Income tax demands against the Company amounting to ` 101,440 and ` 66,441 are not acknowledged as debt as at March 31, 2018 and March 31, 2019, respectively. The contingent liability has been reworked on the basis of recent judicial pronouncements and updates. These matters are pending before various Appellate Authorities and the management expects its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company’s financial position and results of operations. The contingent liability in respect of disputed demands for excise duty, custom duty, sales tax and other matters amounts to ` 7,745 and ` 8,477 as at March 31, 2018 and 2019. However, the resolution of these legal proceedings is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. 30. Segment information During the year ended March 31, 2019, the Company has organized India State Run Enterprise segment (ISRE) as a separate segment, which was earlier part of IT Services segment. Comparative information has been restated to give effect to the above changes. IT Services: The IT Services segment primarily consists of IT Service offerings to customers organized by industry verticals. Effective April 1, 2018, consequent to change in organization structure, the Company reorganized its industry verticals. The Manufacturing (MFG) and Technology Business unit (TECH) are split from the former Manufacturing & Technology (MNT) business unit. The revised industry verticals are as follows: Banking, Financial Services and Insurance (BFSI), Health Business unit (Health BU) previously known as Health Care and Life Sciences Business unit (HLS), Consumer Business unit (CBU), Energy, Natural Resources & Utilities (ENU), Manufacturing (MFG), Technology (TECH) and Communications (COMM). Key service offerings to customers includes software application development and maintenance, research and development services for hardware and software design, business application services, analytics, consulting, infrastructure outsourcing services and business process services. Comparative information has been restated to give effect to the above changes. IT Products: The Company is a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. Revenue relating to the above items is reported as revenue from the sale of IT Products. India State Run Enterprise segment (ISRE): This segment consists of IT Services offerings to entities/ departments owned or controlled by Government of India and/ or any State Governments. The Chairman and Managing Director of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by IFRS 8, “Operating Segments.” The Chairman of the Company evaluates the segments based on their revenue growth and operating income. Assets and liabilities used in the Company’s business are not identified to any of the operating segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous. The Company is now organized by the following operating segments: IT Services, IT Products and India State Run Enterprise segment (ISRE). . 342 Consolidated Financial Statements Under IFRSWipro LimitedInformation on reportable segment for the year ended March 31, 2017 is as follows: BFSI 133,332 Health BU 81,980 IT Services CBU ENU TECH MFG COMM Total IT Products ISRE Reconciling Items Total 78,101 68,223 72,069 46,907 38,584 519,196 25,922 9,244 (183) 554,179 - 25,721 - 9,524 - 15,928 - 14,485 - 16,634 - 6,843 - 6,125 4,082 95,260 (951) 98,391 - (1,680) - (1,680) - (2,326) - (2,326) - (506) - (506) 4,082 90,748 (951) 93,879 (5,942) 22,419 110,356 (25,213) 85,143 23,107 Revenue Other operating income Segment Result Unallocated Segment Result Total Finance expense Finance and other income Profit before tax Income tax expense Profit for the year Depreciation, amortization and impairment Information on reportable segment for the year ended March 31, 2018 is as follows: BFSI 144,139 24,549 Health BU 74,136 9,624 Revenue Segment Result Unallocated Segment Result Total Finance expense Finance and other income Share of net profit of associates accounted for using the equity method Profit before tax Income tax expense Profit for the year Depreciation, amortization and impairment IT Services CBU ENU TECH MFG COMM Total IT Products ISRE Reconciling Items Total 77,914 12,619 67,841 8,097 73,947 14,680 46,081 7,007 33,658 3,236 517,716 79,812 3,347 17,998 362 - 10,694 454 - 83,159 362 454 (49) 319 - 319 546,359 80,947 3,347 84,294 (5,830) 23,999 11 102,474 (22,390) 80,084 21,124 343 Consolidated Financial Statements Under IFRSAnnual Report 2018-19Information on reportable segment for the year ended March 31, 2019 is as follows: BFSI 175,262 Health BU 75,081 IT Services CBU ENU TECH MFG COMM Total IT Products ISRE Reconciling Items Total 89,313 72,830 76,591 46,496 32,680 568,253 12,312 8,544 (49) 589,060 - 33,831 - 8,638 - 16,828 - 7,081 - 15,916 - 8,327 - 4,396 4,344 95,017 3,142 102,503 - (1,047) - (1,047) - (1,829) - (1,829) - 283 - 283 4,344 92,424 3,142 99,910 (7,375) 22,923 (43) 115,415 (25,242) 90,173 19,474 Revenue Other operating income Segment Result Unallocated Segment Result Total Finance expense Finance and other income Share of net loss of associates accounted for using the equity method Profit before tax Income tax expense Profit for the year Depreciation, amortization and impairment The Company has four geographic segments: India, Americas, Europe and Rest of the world. Revenues from the geographic segments based on domicile of the customer are as follows: India Americas * Europe Rest of the world 2018 Year ended March 31, 2017 ` 46,555 290,719 133,909 82,996 2019 ` 43,099 ` 30,999 283,515 325,432 138,597 147,074 81,148 85,555 ` 554,179 ` 546,359 ` 589,060 * Substantially related to operations in the United States of America. No customer individually accounted for more than 10% of the revenues during the years ended March 31, 2017, 2018 and 2019, respectively. Management believes that it is currently not practicable to provide disclosure of geographical location wise assets, since the meaningful segregation of the available information is onerous. Notes: a) “Reconciling items” includes elimination of inter- segment transactions and other corporate activities. b) Revenue from sale of traded cloud-based licenses is reported as part of IT Services revenues. c) For the purpose of segment reporting, the Company has included the impact of “foreign exchange gains / (losses), net” in revenues (which is reported as a part of operating profit in the consolidated statement of income). d) For evaluating performance of the individual 344 operating segments, stock compensation expense is allocated on the basis of straight-line amortization. The differential impact of accelerated amortization of stock compensation expense over stock compensation expense allocated to the individual operating segments is reported in reconciling items. e) The Company generally offers multi-year payment terms in certain total outsourcing contracts. These payment terms primarily relate to IT hardware, software and certain transformation services in outsourcing contracts. The finance income on deferred consideration earned under these contracts is included in the revenue of the respective segment and is eliminated under reconciling items. f) Segment results for ENU and COMM industry vertical for the year ended March 31, 2018, is after considering the impact of provision of ` 3,175 and ` 1,437, respectively, for impairment of receivables and deferred contract cost. Refer Note 21. g) Net gain from the sale of hosted data center services, Workday and Cornerstone OnDemand business and disposal of Wipro Airport IT Services Limited, amounting to ` 4,344, is included as part of IT services segment result for the year ended March 31, 2019. Refer Note 22. h) Segment results for ENU industry vertical for the year ended March 31, 2019, is after considering the impact of ` 5,141 ($ 75) paid to National Grid on settlement of a legal claim against the Company. i) Segment results for Health BU industry vertical for the years ended March 31, 2018 and 2019, is after considering the impact of impairment charges on certain software platform and intangible assets recognized on acquisitions. Refer Note 21. Consolidated Financial Statements Under IFRSWipro Limited j) Segment results of IT Services segment is after recognition of share-based compensationexpense ` 1,550, ` 1,402 and ` 1,841 for the years ended March 31, 2017, 2018 and 2019, respectively. The share- based compensation expense pertaining to other segments is not material. 31. Bank balance Details of balance with banks as at March 31, 2019 are as follows: Citi Bank HDFC Bank Axis Bank Kotak Mahindra Bank HSBC Saudi British Bank ANZ Bank ICICI Bank State Bank of India BNP Paribas IndusInd Bank Canara Bank Wells Fargo Bank Standard Chartered Bank Indian Overseas Bank Bank of Montreal MUFG Bank UniCredit Bank RABO Bank Others Total Total In In Deposit Current Account Account ` 24,507 ` 14,737 ` 39,244 26,461 25,152 21,552 21,551 17,249 17,221 13,888 4,112 7,851 7,006 7,275 6,843 5,583 5,555 5,266 5,110 3,777 3,630 2,800 2,800 2,500 2,500 2,472 - 374 - 343 342 270 - 180 - 169 - 102 - 1,173 4 ` 41,966 `116,563 `158,529 1,309 1 28 9,776 845 432 28 156 147 - - 2,472 374 1 270 180 169 102 1,169 32. As part of a customer contract with Alight LLC, Wipro has acquired Alight HR Services India Private Limited (currently known as Wipro HR Services India Private Limited) for a consideration of ` 8,275 (USD 117). Considering the terms and conditions of the agreement, the Company has concluded that this transaction does not meet the definition of Business under IFRS 3. The transaction was consummated on September 1, 2018. Net assets taken over was ` 4,128. The excess of consideration paid and net assets taken over is accounted as ‘costs to obtain contract’, which will be amortized over the tenure of the contract as reduction in revenues. 33. Events after the reporting period On April 16, 2019, the Board of Directors approved a proposal to buyback up to 323,076,923 equity shares of the Company for an aggregate amount not exceeding ` 105,000 million, being 5.35% of total paid-up equity share capital as at March 31, 2019, at a price of ` 325 per equity share. Subsequently, vide resolution dated June 1, 2019 the shareholders approved the buyback of equity shares through postal ballot/e-voting. The Company will file the draft letter of offer with the Securities and Exchange Board of India in due course for its approval and will open the buyback offer for tendering of shares by the shareholders, following approval from the Securities and Exchange Board of India. The buyback is proposed to be made from all existing shareholders of the Company as on the record date for the buyback, i.e., June 21, 2019, on a proportionate basis under the “tender offer” route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. On June 4, 2019, the Company entered into a definitive agreement to acquire International TechneGroup Incorporated, a global digital engineering and manufacturing solutions company for a consideration of US$ 45 million. The acquisition is subject to customary closing conditions and regulatory approvals and is expected to close in the quarter ending September 30, 2019. The accompanying notes form an integral part of these consolidated financial statements. 345 Consolidated Financial Statements Under IFRSAnnual Report 2018-19 Business Responsibility Report Section A: General Information about the Company 1. Corporate Identity Number (CIN) of the Company 10. Markets served by the Company – Local/State/ National/International/ L32102KA1945PLC020800. 2. Name of the Company Wipro Limited 3. Registered address Doddakannelli, Sarjapur Road, Bengaluru - 560 035, Karnataka, India 4. Website www.wipro.com 5. E-mail id sustain.report@wipro.com 6. Financial Year reported Please refer to “Geography Wise Performance” on page 33 of this Annual Report. Section B: Financial Details of the Company 1. Paid up Capital As at March 31, 2019, the paid up equity share capital of the Company stood at ` 12,067,870,776/- consisting of 6,033,935,388 equity shares of ` 2 each. 2. Total Turnover For the financial year 2018-19, the total turnover of the Company on a consolidated basis was ` 585,845 million. 3. Total profit after taxes April 1, 2018 to March 31, 2019 (FY 2018-19) 7. Sector(s) that the Company is engaged in (industrial activity code-wise) IT Software, Services and related activities. NIC Code-62013, 62020. 8. List three key products/services that the Company manufactures/provides (as in balance sheet) For the financial year 2018-19, the net profit of the Company on a consolidated basis was ` 90,179 million. 4. Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax Please refer to Corporate Social Responsibility Report for the year on pages from 88 to 94 of this Annual Report. Please refer pages from 22 to 26 of this Annual Report 5. List of activities in which expenditure in 4 above has been incurred:- 9. Total number of locations where business activity is undertaken by the Company i. Number of International Locations (Provide details of major 5) 202 office locations Please refer complete list of locations available on the Company’s website at www.wipro.com. ii. Number of National Locations 54 locations (including 3 data centers) Please refer complete list of locations available on the Company’s website at www.wipro.com. Please refer to Corporate Social Responsibility Report for the year on pages from 88 to 94 of this Annual Report. Section C: Other Details 1. Does the Company have any Subsidiary Company/ Companies? The Company has 85 subsidiaries as on March 31, 2019. Please refer the complete list on pages from 198 to 201 of this Annual Report. 2. Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s). As the BR Initiatives of the Company are run at global level, all subsidiaries participate in the BR Initiatives. 346 Wipro Limited 3. Do any other entity/entities (e. g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%] Yes, less than 30%. Section D: BR Information 1. Details of Director responsible for BR a) Details of responsible the Director implementation of the BR policy/policies for The “Board Governance, Nomination and Compensation Committee” is responsible for the implementation of the CSR policy. Please refer page 123 of this Annual Report. b) Details of the BR head DIN (if applicable) Not applicable Name Anurag Behar Designation Chief Sustainability Officer Telephone No. 080 28440011 Email id anurag.behar@wipro.com 2. Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N) a) Do you have a policy /policies for: • • • Principle 1: Yes. Wipro has a policy on Ethics, Transparency and Accountability. Our Code of Business Conduct (COBC) is applicable to our customers, suppliers, partners, competitors, employees and other stakeholders, which is available at https://www.wipro.com/content/dam/ nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical- guidelines/code-of-business-conduct- and-ethics.pdf. Principle 2: Yes. Our Policy on Ecological Sustainability is available at https://www.wipro.com/content/dam/ nexus/en/sustainability/pdf/ecological- sustainability-policy.pdf. Principle 3: Yes. Wipro’s COBC and policy on Health and Safety is available at http://wiprofoundation.org/files/Health_ and_Safety_Policy.pdf. • • • • • Principle 4: Yes. Policy on Corporate Social Responsibility is available at https://www.wipro.com/content/dam/ nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical- guidelines/12773-policy-on-corporate- social-responsibility.pdf. Principle 5: Yes. Wipro’s COBC addresses principles of Human Rights as per the principles of the UN Global Compact and is available at https://www.wipro.com/content/dam/ nexus/en/sustainability/pdf/Human- Rights-Policy.pdf. Principle 6: Yes. Our Policy on Ecological Sustainability. Principle 7: There is no distinct policy on public advocacy. However, refer to human capital (page 38 to 44), natural capital (page 55) and social capital (page 47 to 54) for our engagements through various organizations on material issues. Principle 8: Wipro does not have a separate policy. However, these aspects are covered in the COBC, the Ecological Sustainability Commitment and policy on Corporate Social Responsibility. • Principle 9: Yes. Wipro’s COBC covers this. b) Has the policy being formulated in consultation with the relevant stakeholders? Yes, for all principles. c) Does the policy conform to any national/ international standards? If yes, specify? (50 words) • • Principle 1: Yes. Wipro’s COBC subscribes to the Foreign Corrupt Practices Act of USA. Our financial reporting, Internal Controls and Procedures and Disclosures are compliance with Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS). in Principle 2: Yes. Wipro has been following the ISO 14001 Standard and Guidelines for our Environmental Management System. For designing our Green Buildings, we have adhered to the international Leadership in Energy and Environmental Design (LEED) standard. 347 Annual Report 2018-19 • • • • • • • Principle 3: Yes. We are certified against OHSAS 18001 Standard across our key locations. Principle 4: Yes, This report is assured against Global Reporting Initiative (GRI), IIRC guidelines and TCFD recommendations, which have a key stakeholder engagement requirement. Principle 5: The Human Right policy is guided by UN Global Compact, UNDHR and the ILO Declaration. Wipro also supports the UN guiding principles on Business and Human Rights. Principle 6: Yes. Our Environmental Management System is based on the ISO 14001 Standard and the Green Buildings complies with the international LEED standard. Principle 7: Not Applicable Principle 8: Yes. We subscribe to the UN Global Compact principles. We also disclose details of our programs and key outcomes as part of UNGC Communication on Progress. Principle 9: Yes. We subscribe to the UN Global Compact principles with respect to this principle. d) Has the policy being approved by the Board? If yes, has it been signed by MD/owner/CEO/ appropriate Board Director? • • • • Principle 1: Yes. The COBC is approved by our Board of Directors and endorsed by our Chairman. Principle 2: Yes. The Policy on Ecological Sustainability is approved by the Board of Directors and signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. Principle 3: Yes. The COBC is approved by the Board of Directors. The Policy on Health and Safety has been signed by Mr. Saurabh Govil, President-Human Resources. Principle 4: Yes. The COBC is approved by our Board of Directors and endorsed by our Chairman. The Policy on Corporate Social Responsibility is approved by the Board. • • • • • Principle 5: Yes. The COBC is approved by our Board of Directors and endorsed by our Chairman. The Human rights policy is endorsed by the board. Principle 6: Yes. The COBC is approved by our Board of Directors and endorsed by our Chairman. The Policy on Ecological Sustainability is signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. Principle 7: Not Applicable. Principle 8: Yes. The Policy on Corporate Social Responsibility (CSR) is approved by the Board of Directors. The COBC is approved by our Board of Directors and endorsed by our Chairman. The Policy on Ecological Sustainability is approved by the Board and signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. Principle 9: Yes. The COBC is approved by our Board of Directors and endorsed by our Chairman. The Policy on Ecological Sustainability is approved by the Board of Directors and signed by Mr. Abidali Z Neemuchwala, Chief Executive Officer and Executive Director. e) Does the Company have a specified committee of the Board/Director/Official to oversee the implementation of the policy? The “Board Governance, Nomination and Compensation Committee” oversees the implementation of policies and initiatives related to CSR. The CSR policy is available at https://www.wipro.com/content/dam/nexus/ en/investor/corporate-governance/policies- and-guidelines/ethical-guidelines/12773- policy-on-corporate-social-responsibility.pdf. f) Indicate the link for the policy to be viewed online. COBC- https://www.wipro.com/content/dam/nexus/ en/investor/corporate-governance/policies- and-guidelines/ethical-guidelines/code-of- business-conduct-and-ethics.pdf. Policy on Health and Safety- http://wiprofoundation.org/files/Health_and_ Safety_Policy.pdf. 348 Wipro Limited Policy on Ecological Sustainability- https://www.wipro.com/content/dam/ nexus/en/sustainability/pdf/ecological- sustainability-policy.pdf. Policy on Corporate Social Responsibility- https://www.wipro.com/content/dam/nexus/ en/investor/corporate-governance/policies- and-guidelines/ethical-guidelines/12773- policy-on-corporate-social-responsibility.pdf. Policy on Human Rights- https://www.wipro.com/content/dam/nexus/ en/sustainability/pdf/Human-Rights-Policy. pdf. GRI Report FY 2017-18 https://www.wipro.com/content/dam/nexus/ en/sustainability/sustainability_reports/ sustainability-report-fy-2017-18.pdf. g) Has the policy been formally communicated to all relevant internal and external stakeholders? the policies have been formally Yes, communicated internal and external stakeholders. They are available online for all stakeholders to refer to in the above mentioned links. to h) Does the Company have in-house structure to implement the policy/policies? Yes, for all principles, although Wipro does not have a policy on public policy and advocacy. The sustainability organization and government relations group oversees the public policy initiatives. i) Does the Company have a grievance redressal mechanism related to the policy/policies to address stakeholders’ grievances related to the policy/policies? Yes, for all principles. A 24x7 multi-lingual online and hotline ombuds process is in place to address grievances from stakeholders across the organization. Investors provide and through media, regular Analyst feedback interviews and ratings. Employees have multiple channels for grievance redressal. Suppliers can provide feedback either through the ombuds process, helpline, helpdesk or forums like the Annual Supplier Meet. channels have multiple Customers for raising grievances–account managers, client engagement managers, the customer advocacy group and through independently administered satisfaction surveys. There are ongoing, project based and annual feedbacks from our Customers. j) Has the Company carried out independent audit/evaluation of the working of this policy by an internal or external agency This report is assured against BRR, Global Reporting Initiative (GRI) standard and IIRC guidelines by independent assurance provider DNV GL. Refer to pages from 353 to 355 of this Annual Report for Assurance Statement. Internal Audit Function: The internal audit function carries out an audit of processes and practices across functions of the organization using the Code of Business Conduct as the guideline. 3. Governance related to BR Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year. Quarterly. Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published? Wipro’s Annual Report includes an articulation of the 9 NVG principles. We also publish an annual Sustainability Report which is available at https://www.wipro.com/sustainability. Section E: Principle-wise performance Principle 1 1.1 Does the policy relating to ethics, bribery and corruption cover only the Company? COBC extends to the Group/Joint Ventures/ Suppliers/Contractors/NGOs/Others? Yes, COBC extends to all. 1.2 How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide the details thereof, in about 50 words or so. Please refer page 28 of this Annual Report. 349 Annual Report 2018-19 Principle 2 2.1 List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities. of Internet Our work in the space of IT services and includes cloud based services, consulting managed things, services, infrastructure services and digital offerings, all of which fundamentally are premised on improving resource efficiency and reducing environmental footprint. We work in the domains of health care and life sciences, government services, banking, transportation, energy and natural resources, helping enhance provisioning of services across all sections of the society. 2.2 For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product (optional): Reduction sourcing/ production/ distribution achieved since the previous year throughout the value chain, Reduction during usage by consumers (energy, water) that has been achieved since the previous year? during 1) Wipro offers a range of IT services and solutions like cloud based services, managed services, Internet of things, digital offerings which significantly help improve process efficiency and business outcomes for our customers. All these solutions directly or indirectly also improve the environmental impacts for our customers. However due to the nature of our services, it is difficult to quantify. 2) The natural capital valuation study (refer page 55) and the green initiatives in ICT hardware procurement cover initiatives across the value chain. 2.3 in Does the Company have procedures place for sustainable sourcing (including transportation)? If yes, what percentage of your inputs was sourced sustainably? Also, provide the details thereof, in about 50 words or so. Green Procurement program for ICT Hardware and Electronic End of Life as part of which we sourced more than 6,000 Electronic Product 350 Environmental Assessment Tool (EPEAT) registered electronic products in calendar year 2018. Please refer pages 48 and 49 of this Annual Report. 2.4 Has the Company taken any steps to procure goods and services from local & small producers, including communities surrounding their place of work? If yes, what steps have been taken to improve their capacity and capability of local and small vendors? Local Procurement: Wipro encourages sourcing from the local economy. Local sourcing reduces costs, provides local employment benefits and reduced environmental footprint in sourcing. Please refer pages 48 and 49 of this Annual Report. 2.5 Does the Company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as <5%, 5-10%, >10%). Also, provide the details thereof, in about 50 words or so. Please refer pages 61 and 62 of this Annual Report. Principle 3 3.1 Please indicate the Total number of employees. Please refer page 8 of this Annual Report. 3.2 Please indicate the Total number of employees hired on temporary/contractual/casual basis. Please refer page 8 of this Annual Report. 3.3 Please indicate the Number of permanent women employees. Please refer page 8 of this Annual Report. 3.4 Please indicate the Number of permanent employees with disabilities Please refer page 8 of this Annual Report. 3.5 Do you have an employee association that is recognized by management? Please refer page 42 of this Annual Report. 3.6 What percentage of your permanent employees are members of this recognized employee association? Please refer to page 42 of this Annual report. Wipro Limited 3.7 Please indicate the number of complaints relating to child labor, forced labor, involuntary labor, sexual harassment, in the last financial year, and those that are pending, as on the end of the financial year. Please refer page 28 of this Annual Report. Also, refer http://wiprosustainabilityreport.com/18-19/ AR-supportings. 3.8 What percentage of your under mentioned employees were given safety & skill up- gradation training in the last year? 1. Permanent Employees 2. Permanent Women Employees 3. Casual/Temporary/Contract employees 4. Employees with disability Safety training is provided to 100% of the employees. For information on skill up-gradation training, please refer pages 39 and 40 of this Annual Report. Principle 4 4.1 Has the Company mapped its internal and external stakeholders? Yes. 4.2 Out of the above, has the Company identified the disadvantaged, vulnerable & marginalized stakeholders? percentage was satisfactorily resolved by the management? Please refer page 28 of this Annual Report. Also refer to http://wiprosustainabilityreport.com/18- 19/AR-supportings. Also refer page 126 for compaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Principle 6 6.1 Does the policy related to Principle 6 cover only the Company or extends to the Group/ Joint Ventures/Suppliers/Contractors/NGOs/ others. Yes, it extends to all. 6.2 Does the Company have strategies/initiatives to address global environmental issues such as climate change, global warming, etc? Yes/No. If yes, please give hyperlink for the webpage, etc. Yes. Please refer to pages from 57 to 59 of this report. https://www.wipro.com/annual-reports/. 6.3 Does the Company potential environmental risks? identify and assess Yes. 6.4 Does the Company have any project related to Clean Development Mechanism? If so, provide the details thereof, in about 50 words or so. Also, if yes, whether any environmental compliance report has been filed? Please refer pages 47 and 48 of this report. No. 4.3 the Company Are there any special initiatives undertaken the by disadvantaged, vulnerable and marginalized stakeholders? If so, provide the details thereof, in about 50 words or so. to engage with Please refer pages 52 and 53 of this Annual Report. Principle 5 5.1 Does the policy of the Company on human rights cover only the Company or extend to the Group/Joint Ventures/Suppliers/Contractors/ NGOs/Others? Human Rights policy extends to the Group/Joint Ventures/Suppliers/Contractors/NGOs/others. 5.2 How many stakeholder complaints have been received in the past financial year, and what 6.5 Has the Company undertaken any other energy initiatives efficiency, renewable energy, etc? Yes/No. If yes, please give hyperlink for the web page, etc. technology, on–clean Yes. Please refer pages from 57 to 59 of this report. https://www.wipro.com/annual- reports/. 6.6 Are the emissions/waste generated by the Company within the permissible limits given by CPCB/SPCB for the financial year being reported? Yes. 6.7 Number of show cause/legal notices received from CPCB/SPCB which are pending (i.e., not resolved to satisfaction) as on end of Financial Year. None. 351 Annual Report 2018-19 Principle 7 7.1 Is your Company a member of any trade and chamber or association? If yes, name only those major ones that your business deals with. 7.2 We are members of industry and business forums in countries where we have significant operations. NASSCOM (National Association of Software and Service Companies), U.S. (USCC) and OFII Chamber of Commerce (Organization for International Investments) are the top three by financial contribution. The total contribution made to NASSCOM, USCC, OFII is $133,527 during FY19. Have you advocated/lobbied through the above associations for the advancement or improvement of public good? Yes/No. If yes, specify the broad areas (Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy Security, Water, Food Security, Sustainable Business Principles, Others). Yes. Through Industry forums and networks in India, we work on a range of issues related to sustainability and community aspects- including energy, water, green buildings, bio-diversity, waste management among others. We also support industries position for free movement of labor. Principle 8 8.1 Does the Company have specified programs/ initiatives/projects in pursuit of the policy related to Principle 8? If yes, provide the details thereof. Yes. Please refer pages 52 and 53 of this Annual Report. 8.2 the Are undertaken programs/projects through an in-house team/own foundation/ structures/any external NGO/government other organization? Wipro partners with non governmental organizations working on the areas of our focus. quarterly basis with the Chairman. Due to the nature of a large part of our work (systemic reform in education, for example), we have not conducted a formal impact assessment of our initiatives. 8.4 What is your Company’s direct contribution to community development projects- Amount in INR and the details of the projects undertaken. Please refer pages 8, 9, 52 and 53 of this Annual Report. 8.5 Have you taken steps to ensure that this community is successfully adopted by the community? Please explain in 50 words or so. development initiative The nature of the programs supported by Wipro ensures successful adoption by communities. Also, Wipro works with organizations which has a good connect and presence in the local communities. For more details, please refer pages 52 and 53 of this Annual Report. Principle 9 9.1 What percentage of customer complaints/ consumer cases are pending as on the end of financial year? We do not have any complaint relating to violation of this principle. However, we would have routine customer related commercial litigations/disputes. 9.2 Does the Company display product information on the product label, over and above what is mandated as per local laws? Yes/No/N.A./ Remarks (additional information). Not Applicable. 9.3 Is there any case filed by any stakeholder against the Company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behavior during the last five years and pending as on end of financial year? If so, provide the details thereof, in about 50 words or so. Not Applicable. 8.3 Have you done any impact assessment of your initiative? 9.4 Did your Company carry out any consumer survey/consumer satisfaction trends? We do extensive due diligence of our partners and monitor and evaluate progress/outcomes during the course of the program, and on a Please refer pages 47 and 48 of this Annual Report. 352 Wipro Limited Independent Assurance Statement Scope and Approach DNV GL Business Assurance India Private Limited has been commissioned by the management of Wipro Limited (‘Wipro’ or ‘the Company’, Corporate Identity Number L32102KA1945PLC020800) to carry out an independent assurance engagement on the non-financial - qualitative and quantitative information (sustainability performance) in its Annual Report 2018-19 (‘the Report’) in printed format and references to the Company’s website, for the financial year ending 31st March 2019. The sustainability performance is presented based on the materiality determination exercise carried out by the Company covering Wipro’s Information Technology business operations in India and other geolocations, and considering the key requirements of: - - - The International Integrated Reporting Council’s (IIRC’s) Framework; The Global Reporting Initiative (GRI) Sustainability Reporting Standards 2016 (‘GRI Standards’) the principles of the National Voluntary Guidelines (NVG) and Securities and Exchange Board of India’s (SEBI’s) requirements with respect to Business Responsibility Reporting (BRR) vide circular No. CIR/ CFD/DIL/8/2012 dated August 13, 2012. We performed a limited level of assurance based on our assurance methodology VeriSustainTM1, which is based on our professional experience, international assurance best practices including International Standard on Assurance Engagements 3000 (ISAE 3000) Revised* and the GRI Principles for Defining Report Content and Quality. Our assurance engagement was planned and carried out during April 2019 – June 2019. Responsibilities of the Management of Wipro and of the Assurance Provider The Management of Wipro has the sole responsibility for the preparation of the Report and are responsible for all information disclosed in the Report as well as the processes for collecting, analysing and reporting the information presented in both the printed and web-based versions of the Report. Wipro is also responsible for the maintenance and integrity of its website. In performing this assurance work, our responsibility is to the Management; however, this statement represents our independent opinion and is intended to inform the outcome of the assurance to the stakeholders of the Company. We provide a range of other services to Wipro, none of which in our opinion, constitute a conflict of interest with this assurance work. Our assurance engagements are based on the assumption that the data and information provided by the client to us as part of our review have been provided in good faith. We were not involved in the preparation of any statements or data included in the Report except for this Assurance Statement. We expressly disclaim any liability or co-responsibility for any decision a person or an entity may make based on this Assurance Statement. Basis of our Opinion We planned and performed our work to obtain the evidence considered necessary to provide a basis for our assurance opinion, and as part of the assurance,a multi-disciplinary team of sustainability and assurance specialists performed work at Wipro’s Corporate Office and sample operations and supply chain partners in India. We undertook the following activities: • • Review of Wipro’s approach to identification of key capitals, the processes of stakeholder engagement and materiality determination, and its outcome as brought out in this Report. We did not have any direct engagement with external stakeholders; Interviews with selected senior managers responsible for management of sustainability issues and review of selected evidence to support issues disclosed in the Report. We were free to choose interviewees and interviewed those with overall responsibility to deliver the Company’s sustainability objectives; (1) The VeriSustain protocol is available on www.dnvgl.com * Assurance Engagements other than Audits or Reviews of Historical Financial Information. 353 Annual Report 2018-19 • • • • • • Visited Corporate office at Sarjapur Road, Bengaluru and carried out site visits to sample locations of the Company: (i) Kolkata Development Centre;(ii) Kochi Development Centre; (iii) Wipro - Airoli, Mumbai,(iv) Divyasree Chambers, Bengaluru and (v) Sarita Vihar, New Delhi, to review processes and systems for preparing site level sustainability data and implementation of sustain abilitystrategy. We were free to choose sites for conducting assessments; Reviewed the sustainability performance of three suppliers as part of supply chain assessment; Review of supporting evidence for key claims and data in the Report; Review of the processes for gathering and consolidating the performance data related to the chosen GRI Standards; Verification of the data consolidation of reported performance disclosures in context to the Principle of Completeness as per Veri Sustain for a limited level of verification; An independent review of Wipro’s reporting against its Business Responsibility Report for the year 2018-19 covering requirements under Section ‘a’ to ‘e’. During the assurance process, we did not come across limitations to the scope of the agreed assurance engagement. The reported data on economic performance, expenditure towards Corporate Social Responsibility (CSR) and other financial data are based on audited financial statements issued by the Company’s statutory auditors. Opinion On the basis of the verification undertaken, nothing has come to our attention to suggest that the Report does not bring out the sustainability performance disclosures for the identified material topics and related capitals i.e. Financial, Intellectual, Human, Social and Relationship, and Natural (hereafter referred to as ‘Capitals’) and disclosure requirements as set out by SEBI for Business Responsibility Reporting through the following GRI Standards: − GRI 201: Economic Performance 2016 – 201-1, 201-2, 201-3, 201-4; − GRI 204: Procurement Practices 2016 – 204-1; − GRI 205: Anti-corruption 2016 – 205-1, 205-2, 205-3; − GRI 302: Energy 2016 – 302-1, 302-2, 302-3, 302-4, 302-5; − GRI 303: Water 2016 – 303-1, 303-2, 303-3; − GRI 305: Emissions 2016 – 305-1, 305-2, 305-3, 305-4, 305-4, 305-5, 305-6, 305-7; − GRI 306: Effluents and Waste 2016 – 306-1, 306-2, 306-3; − GRI 307: Environmental Compliance 2016 – 307-1; − GRI 308: Supplier Environmental Assessment 2016 – 308-1, 308-2; − GRI 401:Employment 2016 – 401-1, 401-2, 401-3; − GRI 403: OccupationalHealth and Safety 2016 – 403- 1, 403-2, 403-4; − GRI 406: Non-discrimination 2016 – 406-1; − GRI 407: Freedom of Association and Collective Bargaining – 407-1; − GRI 413: Local Communities 2016 – 413-1, 413-2; − GRI 414: Supplier Social Assessment 2016 – 414-1 ; − GRI 418: Customer Privacy 2016 – 418-1; − GRI 419: Socioeconomic Compliance 2016 – 419-1. Observations Without affecting our assurance opinion, we provide the following observations against the principles of Verisustain: Materiality The process of determining the issues that is most relevant to an organization and its stakeholders. The Report brings out identified material topics on the basis of an internal materiality determination exercise, as well as through benchmarking with peers, sustainability rating agencies and applicable sustainability reporting frameworks and key concerns of identified stakeholders. On the basis of review of the non-financial disclosures in this Report, nothing has come to our attention to suggest that the Report does not meet the requirements related to the Principle of Materiality. Stakeholder Inclusiveness The participation of stakeholders in developing and achieving an accountable and strategic response to Sustainability. Wipro has formal and informal processes in place for stakeholder identification and engagement, and 354 Wipro Limitedresponses to key concerns are brought out in the Report out through descriptions of appropriate strategies, policies and management approach. On the basis of review of the non-financial disclosures in this Report, nothing has come to our attention to suggest that the Report does not meet the requirements related to the Principle of Stakeholder Inclusiveness. Responsiveness The extent to which an organization responds to stakeholder issues. The Report brings out Wipro’s responses on key concerns, expectations and issues raised by its key stakeholders, identified as material topics for value creation,through its policies, strategies, management systems and governance mechanisms, further, the Report also brings out Wipro’s approach towards value creation across identified Capitals in a coherent manner. On the basis of review of the non- financial disclosures in this Report, nothing has come to our attention to suggest that the responses related to identified material topics are not adequately represented in the Report. have been corrected. On the basis of review of the non- financial disclosures in this Report, nothing has come to our attention to suggest that the existing process of sustainability disclosure does not meet the requirements related to the Principle of Reliability. Completeness How much of all the information that has been identified as material to the organisation and its stakeholders is reported? The reporting scope covers disclosures related to chosen guidelines for sustainability reporting i.e. Wipro’s Economic, Environmental and Social performance through topics it has identified as material, based on appropriate GRI Standards and requirements of the framework and National Voluntary Guidelines, within the identified reporting boundary. On the basis of review of the non- financial disclosures in this Report, nothing has come to our attention to suggest that the Report does not meet the Principle of Completeness with respect to scope, boundary and time. Reliability Neutrality The accuracy and comparability of information presented in the report, as well as the quality of underlying data management systems. The majority of data and information verified at Corporate Office and at sample locations visited by us were found to be fairly accurate and reliable. Some of the data inaccuracies identified during the verification process were found to be attributable to transcription, interpretation and aggregation errors and the errors The extent to which a report provides a balanced account of an organization’s performance, delivered in a neutral tone. The disclosures related to sustainability performance and issues are presented in a neutral tone, in terms of content and presentation, along with key concerns and challenges faced during the period. On the basis of review of the non-financial disclosures in this Report,nothing has come to our attention to suggest that the Report does not meet the Principle of Neutrality. For DNV GL Business Assurance India Private Limited Vadakepatth Nandkumar Assurance Reviewer Head – Regional Sustainability Operations DNV GL Business Assurance India Private Limited, India. 6th June 2019, Bengaluru, India. Kiran Radhakrishnan Lead Verifier DNV GL Business Assurance India Private Limited, India DNV GL Business Assurance India(Private) Limited is part of DNV GL – Business Assurance, a global provider of certification, verification, assessment and training services, helping customers to build sustainable business performance. www.dnvgl.com 355 Annual Report 2018-19 Glossary Abbreviations from Annual Report FY18-19 Abbreviation Expansion As A Service American Depository Receipt Application Engineering and DevOps Artificial Intelligence Artificial Intelligence/Machine Learning Banking, Financial Services & Insurance Business Intelligence Basis Points BSE Limited Compounded Annual Growth Rate Carbon Disclosure Leadership Index Carbon disclosure Project Climate disclosures Standards Board Chief Executive Officer Continuous Engagement Program Centre for Environmental Planning and Technology Chief Financial Officer Confederation of Indian Industry Corporate Identification Number Cloud and Infrastructure Services Communication & Service Provider Code of Business Conduct Company of Sponsoring Trade way Organisation Cybersecurity and Risk Services Customer Satisfaction Communication Service Providers Corporate Social Responsibility Chief Technology Officer Chief Executive’s Office Diversity & Inclusion Data Analytics and Artificial Intelligence Dividend distribution tax Director Identification Number Dow Jones Sustainability Index Digital Operations and Platforms Day Sales Outstanding Enterprise Applications and Modernisation Abbreviation Sl. No 38 EDS 39 ENU 40 EPEAT Expansion Electronic Data Systems Energy, Natural Resources and Utilities Electronic Product Environmental Assessment Tool 41 EPI 42 EPI 43 EPS 44 ERM 45 ESG Energy Performance Indicator Energy Performance Index Earning Per Share Enterprise Risk Management Environmental, Social and Governance 46 ESOP Employee Stock Option 47 48 49 FCTR FSSAI Foreign Currency Translation Reserve Food Safety Standards Authority of India FTSE Russell ESG Financial Times Stock Exchange Russell Environmnetal Social and Governance 50 GAAP Generally Accepted Accounting Principles 51 GDPR General Data Protection Regulation 52 GHG 53 GIS 54 GRI 55 HLS 56 HPS 57 HSSE Green House Gases Global Infrastructure Services Global Reporting Initiative Healthcare and Life Sciences Health Plan Services Health, Safety, Security and Environment 58 HUF Hindu Undivided Family 59 60 61 62 63 64 65 66 67 68 69 I&D I&ES IAAS IAS IASB IBBI ICT IFRIC IFRS IIM IIRC Inclusion and Diversity industrial and Engineering Services Infrastructure as a Service International Accounting Standard International Accounting Standards Board Biodiversity Initiative Information and communications technology IFRS Interpretations Committee International Financial Reporting Standards Indian Institute of Management International Integrated Reporting Council 70 IIT Indian Institute of Technology Sl. No 1 2 3 4 5 6 7 8 9 AAS ADR AED AI AI/ML BFSI BI BPS BSE 10 CAGR 11 CDLI 12 CDP 13 CDSB 14 CEO 15 CEP 16 CEPT 17 CFO 18 CII 19 CIN 20 CIS 21 CMSP 22 COBC 23 COSO 24 CRS 25 CSAT 26 CSPs 27 CSR 28 CTO 29 CXO 30 D&I 31 DAAI 32 DDT 33 DIN 34 DJSI 35 DO&P 36 DSO 37 EAM 356 Wipro LimitedAbbreviation Expansion Sl. No Abbreviation Expansion International Labour Organization 109 QaaS Quality as a Service Sl. No 71 72 73 74 75 76 77 ILO IoT IP ISO ISRE IT Internet of Things Intellectual Property International Standards Organisation India State Run Enterprises Information Technology IT-BPM Information Technology- Business Process Management 78 ITES 79 IUCN 80 JAC 81 KMP 82 83 84 85 LAN LATAM LED LEED Information Technology Enabled Services International Union of Conservation Networks Joint Audit Consortium Key Managerial Personnel Local Area Network Latin America Light Emitting Diode Leadership in Energy and Environmental Designs 86 LIBOR London Inter Bank Offered Rate 87 MAS 88 MCA 89 MFG 90 ML 91 MOU 92 MPS Modern application Services Ministry of Corporate Affairs Manufacturing and Technology Machine Learning Memorandum of Understanding Managed Print Services 93 MSCI ESG Morgan Stanley Capital International Environmental Social and Governance 94 MTLCs Mission10X Technology Learning centers 95 NASSCOM National Association of Software and Services Companies National Institute of Technology Net Promoter Score Non-Resident Indian National Stock Exchange of India Limited National Voluntary Guidelines New York Stock Exchange Original Equipment Manufacturer Occupational Health and Safety Assessment Series 96 NIT 97 NPS 98 NRI 99 NSE 100 NVGs 101 NYSE 102 OEM 103 OHSAS 104 PaaS 105 PLM 106 PSCI Pharmaceutical Supply Chain Initiative 107 PSH/POSH Prevention of Sexual Harrassment 108 PUF Physically Unclonable Function 110 REC 111 RPA 112 RPT 113 RSPM 114 RSU 115 SaaS 116 SASB Renewable Energy Certificate Robotic process automation Related Party Transactions Respirable Suspended Particulate Matter Restricted Stock Unit Software as a Service Sustainibilty Accounting Standard Board 117 SCOC Supplier Code of Conduct 118 SD 119 SDx 120 SEBI 121 SEC 122 SEF 123 SEZ 124 SI 125 SoW 126 SOX 127 STP 128 SWM 129 T&D 130 T&M 131 TaaS 132 TCFD 133 UN GCNI 134 USSEF 135 VDI 136 VoC Skills Development Software Defined Everything Securities and Exchange Board of India Securities and Exchange Commission, USA Science Education Fellowship Special Economic Zones System Integrator Spirit of Wipro Sarbanes’ Oxley Sewage Treatment Plants Solid Waste Management Transmission and Distribution Time and Material Talent as a Service Task Force on Climate related Financial disclosures United Nations Global Compact Network India United States Science Education Fellowship Virtual Desktop Infrastructure Voice of Customer 137 WASE Wipro Academy of Software Excellence 138 WATIS Wipro Applying Thought in Schools 139 WEP 140 WIMS Women’s Empowerment Principles Wipro Infrastructure Management School 141 Wipro SEF Wipro Science Education Fellowship 144 WRI 145 WTD 146 WTT World Resource Institute Whole Time Director Well To Tank 357 Platform as a Service 142 WiSTA Wipro Software Technology Academy Product Lifecycle Management 143 WOW Women of Wipro Annual Report 2018-19 Notes Notes Notes

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