Empowering Resilience Annual Report 2019-20 Wipro Limited Index Corporate Overview Overview of the Report About Wipro Empowering Resilience Resilience meets crisis Financial Highlights Key Performance Metrics Sustainability Highlights Chairman’s Letter Board of Directors Leadership Speak 01 02 04 06 08 10 12 16 20 22 Management & Board Reports Management Discussion and Analysis Industry Overview Business Overview Our Business Strategy Operating Segment Overview Good Governance and Management Practices Capitals and Value Creation Financial Capital Human Capital Intellectual Capital Social & Relationship Capital Natural Capital Board’s Report Corporate Governance Report Financial Statements Standalone Financial Statements under Ind AS Consolidated Financial Statements under Ind AS Consolidated Financial Statements under IFRS Business Responsibility Report Glossary 26 26 28 31 36 39 43 53 56 58 63 69 115 137 207 279 336 343 Cautionary Statement Regarding Forward-Looking Statement Certain statements in this annual report concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in our earnings, revenue and profits, our ability to generate and manage growth, intense competition in IT Services, our ability to maintain our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property, and general economic conditions affecting our business and industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forward-looking statement that may be made from time to time by us or on our behalf. Overview of the Report Empowering Resilience Annual Report 2019-20 Wipro Limited Welcome to our 5th Integrated Report! This is our fifth Annual Report which includes financial and non-financial performance of IT business is and aligned to principles of International Integrated Reporting Framework (referred to asframework) developed by the International Integrated Reporting Council (IIRC). In addition, the 2019-20 annual report is aligned to GRI Standards* required by Sustainability Reporting Guidelines of Global Reporting Initiative (GRI), Sustainability Accounting Standard Board (SASB), United Nation Global Compact (UNGC) and Business Responsibility Report (BRR) requirements of Securities and Exchange Board of India (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. 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 materiality determination exercise and stakeholder engagement process. 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. **Additional supporting metrics are available at https://www.wipro.com/investors/annual-reports/ 1 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 fairness and honesty in action. is about It being ethical beyond any doubt, in the toughest of circumstances. About Wipro Be passionate about clients’ success Treat each person with respect Be global and responsible Wipro 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 180,000 dedicated employees serving clients across six continents. Together, we discover ideas and connect the dots to build a better and a bold new future. We began our business as a vegetable oil manufacturer in 1945 at Amalner, a small town in Western 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 over 25 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 www. 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. It is the indivisible synthesis of the four values. 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. passionate about Be 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. with We treat every human being respect. We nurture an open where environment people are encouraged to learn, share and grow. We embrace diversity of thought, of cultures, and of people. are We will be global in our thinking and our actions. responsible We the world. citizens of We are energized by the connectedness deep ideas, between people, communities and the environment. 75 Years of transformation powered by Values, People, Purpose and Innovation 2 3 Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Empowering Resilience The world changed in a fortnight. As COVID-19 spread across communities, homes and affected businesses, citizens and enterprises alike were forced to rethink how they engage with one another. The global response has paved the way to an altered future, one in which business priorities & conversations have pivoted – maybe for forever. Enterprises are now worried less about disruptive technology, and more about how they can leverage technology to navigate disruption. Over the years, Wipro has built deep expertise across industry domains, technologies & delivery models to enable growth and innovation for our clients. These strategic decisions have enabled us to meet the needs of changing markets, and will position us to emerge from the current climate stronger. We have partnered with enterprises around the world to help them chart their paths forward. The adoption of digital business models will accelerate at an unprecedented pace. Technology will enable companies to maintain business continuity and build a foundation for sustainable growth. And ultimately, it will help our clients, our communities and our company be more resilient. Annual Report 2019-20 4 4 Annual Report 2019-20 Our Clients Our Communities With traditional businesses interrupted, many clients have expanded into new market segments and built new business models with Wipro by their side. We helped a leading group- purchasing organization develop and launch a new brand and online marketplace to meet the needs of non-acute healthcare facilities. As COVID-19 caused a spike in demand for certain items, the marketplace granted healthcare providers access to essential products they might not otherwise be able to procure. While filling this short-term and urgent need, the new marketplace will also enable the client to serve an untapped market for years to come. Meanwhile, two of the world’s largest technology companies collaborated with Wipro to reimagine their supply-chain engagements. For one, we developed a new tool so the client could deliver streamlined and personalized communications across their global supplier network. For another, we migrated the functionality of four monolith applications to 39 microservices, reducing the client’s supply-chain maintenance costs and improving its time to market by 100%. With global supply chains reeling, these technologies will ensure our clients can maintain their high quality and respond with greater agility to future market changes. Working with Wipro, enterprises have realized that the cloud is far more than a tool to improve efficiency and reduce costs. Cloud services play a crucial role across functions and are a foundation from which to accelerate business transformation. We helped a multinational food- and drink-processing company consolidate and migrate its technology landscape from three regions onto a single hybrid-cloud platform. Without disrupting its business, the client reduced its IT spends by 25% while improving its time to market, positioning it to respond with greater agility to future market changes. Cybersecurity has long been core in our increasingly digitized world. As remote work and distributed talent become the norm, security will be a foundational piece for all sectors and value chains. A leading UK insurance provider worked with Wipro on a long-term roadmap to transform its enterprise security architecture to meet these future demands. By integrating contextual intelligence, behavior-based attacker detection and security automation, the client improved its overall security and met regulatory requirements while reducing its vulnerability to cyberattacks, which the World Economic Forum has labeled one of the top-four global threats. threat The Spirit of Wipro underscores our unwavering commitment to client success. We also fully embrace our responsibility to be good global citizens. Technology can be a powerful tool for business, and it can deliver incredible results when leveraged for the common good. When the COVID-19 lockdown began, more than 100 million migrant workers in India who wanted to return home often struggled for food, shelter and transport. We engaged with a group of non-governmental organization to rapidly develop and deploy a platform that connected people in need with assistance agencies across the country. As of May end, the platform had enabled support for more than 50,000 requests for help. Our Company Evolution is a Wipro hallmark. We will continue to embrace change to ensure our leadership position in a future that’s still being defined. Many of our investments will prove critical as our clients, community and world begin to normalize. While enterprises and Chief Marketing Officer (CMOs) reimagine the online and offline customer experience, Wipro’s acquisition of Rational Interaction thrusts us squarely into the Customer Experience (CX) conversation. While Artificial Intelligence (AI) becomes a critical component in forecasting revenue and discovering cures for disease, our Wipro HOLMESTM cognitive platform positions us to contribute. And while social distancing forces a remote-work approach, “Talent as a Service” through Topcoder and our Agile Anywhere engineering framework make Wipro an invaluable resource for businesses worldwide. As society, business and technology changes, some aspects will remain constant. With the cloud now a staple of modern commerce and operations, our full-stack offerings and Cloud Studios position us to continue delivering meaningful solutions and positive outcomes. With billions of IoT devices now deployed worldwide, our broad Engineering Services can help clients capitalize on those connections and their related data. With the definition of security now expanded beyond physical barriers, our portfolio of Cyber Defense platforms can help protect enterprises across all industries, devices, and geographies. And with companies now seeking powerful yet practical technologies to accelerate their transformation, Wipro Ventures will continue to bring cutting-edge solutions directly to our – and our clients’ – doorstep. Enterprises have responded to the pandemic by taking a broader view of technology. As we emerge from the current climate, business leaders – much like governments and private citizens – will shift from reactive to proactive thinking. No longer will the focus be on responding to crisis, but on instilling ways of working and embracing solutions that empower a resilient future. Wipro is prepared to help forge that future, one in which everyone thrives: our clients, our communities and our company. 5 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Resilience Meets Crisis When real disruption strikes, talent and technology alone in today’s digital world can accomplish only so much. Ingenuity and determination can provide the spark to overcome insurmountable obstacles and ensure continuity. As society grappled with the realities of a locked-down world, the Spirit of Wipro shone brightly, reflecting our company- wide commitment to help the clients maintain continuity and build resilience. ClIEnT COnTInUITy CUSTOMER SPEAk As the COVID-19 lockdowns grounded airlines worldwide, a large airport had to prudently shutdown international traffic while handling cargo planes containing essential supplies. In just 48 hours, Wipro enabled more than 800 airport employees to work from home with full access to business-critical applications and a suite of training resources for their remote- work system. COVID-19 has significantly impacted the airport industry globally. Being the second busiest airport in North America for international passengers, it is essential for us to continue the business 24x7. As we develop and execute our post-COVID-19 strategy, it is equally important for us to provide confidence to our passengers that it is safe to fly with us. Technology plays a major role to enable this while keeping the airport secure from increased cyber threats. We are working with our partner Wipro to enable the ‘new- normal’ for air travel, including contact-less operations, wearable devices, enhanced e-commerce as well as online solutions for employees to enable new ways of working, anytime, anywhere. – Martin Boyer, Chief Information Officer, Greater Toronto Airport Authority Corporate Overview | Management & Board Reports | Financial Statements CUSTOMER SPEAk I would like to extend our appreciation for the outstanding support we have received from Wipro in the past few weeks. In particular the on-site support team and the Service Desk in leading by example. Using a well-worn saying, we are in unprecedented times, but the staff at Wipro have acted to every request from employees in a professional and very responsive manner with a ‘can do’ attitude for which we are most appreciative. – General Manager, Information Technology, Large Australian Utility CUSTOMER SPEAk On behalf of ITO, I would like to thank you and your team for diligently working with us on a [Business Continuity Plan] during this COVID-19 crisis. Your efforts in establishing a fully functional work-from- home status with seamless escalation and user interaction, all within a very short time, was impressive. So far we have not seen any impact on services since the time we invoked BCP on 17th March. Kudos to the entire team. – IT Operations Governance Lead Leading American Video Game Company CUSTOMER SPEAk We are grateful and appreciative of your outstanding work and sense of urgency in successfully launching a work-at-home workforce during lockdown to ensure continuity of services to our members and providers. You have positively impacted the people we serve, and together we are living our mission to help people live healthier lives and help make the healthcare system work better for everyone. – VP, Global Strategy and Risk Management, Large US Healthcare Payer Tales of PERSEVERAnCE Farhath Banu, a member of Wipro’s DOP-CBU team, traveled from Hyderabad to her home in Warangal shortly before the COVID-19 lockdown began. Farhath’s remote-work environment was uprooted on May 19, when her home was severely damaged by Cyclone Amphan. She and her family were unharmed, taking shelter in a nearby relative’s house – the same house from which Farhath logged-in to work the very next day. Kudos to her resilience, commitment and dedication! Vishnu Vardhan Reddy, part of Wipro’s Data Domain Team, traveled 150 KMs from Hyderabad just before India’s nationwide lockdown began to be at home with his family. Allocated a desktop, he was initially unable to work due to a lack of high-speed internet and poor mobile hotspot coverage. After borrowing a laptop and using a virtual desktop infrastructure, he resolved his connectivity issues by leaving each day at 5am to travel by milk-ferrying vehicle to a stable equipped with a table and chair. Working from this makeshift desk, he tolerates blistering heat to ensure complete customer satisfaction, even if it requires an extended shift. At 5pm, Vishnu makes the return trip home via the same milk ferry. While most Wiproites continue to work from home, stories like these exemplify our determination to overcome unprecedented challenges in support of our clients’ journey to build resilience. 6 7 Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Financial Highlights Financial performance Revenue1 (Figures in ` million except otherwise stated) 2015-16 2016-17 2017-18 2018-19 2019-20 516,307 554,179 546,359 589,060 613,401 Profit before Depreciation, Amortisation, Interest and Tax 111,825 116,986 105,418 119,384 126,592 Depreciation and Amortisation Profit before Interest and Tax Profit before Tax Tax 14,965 23,107 21,124 19,474 20,862 96,860 93,879 84,294 99,910 105,730 114,933 110,356 102,474 115,415 122,512 25,366 25,213 22,390 25,242 24,799 Profit after Tax - attributable to equity holders 89,075 84,895 80,081 90,031 97,218 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) 13.60 13.57 13.11 13.07 12.64 12.62 14.99 14.95 16.67 16.62 4,941 4,861 9,048 12,068 11,427 467,384 522,695 485,346 570,753 559,333 303,293 344,740 294,019 379,245 334,134 125,221 142,412 138,259 99,467 78,042 178,072 202,328 155,760 279,778 256,092 Property, Plant and Equipment (C) 64,952 69,794 64,443 70,601 81,120 Intangible Assets (D) 15,841 15,922 18,113 13,762 16,362 Property, Plant and Equipment and Intangible Assets (C+D) 80,793 85,716 82,556 84,363 97,482 Goodwill Net Current Assets Capital Employed Shareholding related Number of Shareholders3 Market Price Per Share (`)4 101,991 125,796 117,584 116,980 131,012 284,264 309,355 292,649 357,556 303,458 592,605 665,107 623,605 670,220 637,375 227,369 241,154 269,694 330,075 511,881 211.6 193.4 210.9 254.8 196.7 1 Revenue is aggregate revenue for the purpose of segment reporting including the impact of exchange rate fluctuations 2 EPS adjusted for the years prior to the bonus issue. Bonus issue in the proportion of 1:3 was approved by shareholders in February 2019 3 Number of shareholders (as at March 31st of respective years) represents holders of equity shares and does not include holders of ADRs 4 Market price of shares is based on closing price in NSE as on March 31 of respective years and has been adjusted for bonus issue in 2019 5 In FY 2019-20, EPS growth is higher than Net profit growth largely due to reduction in number of equity shares due to completion of buyback 8 Annual Report 2019-20 Revenue IT Services ($ million) IT Services operating margin1 net Income to Turnover2 Fy2018 7,895 Fy2019 8,120 Fy2020 8,256 Fy2018 16.1% Fy2019 17.9% Fy2020 18.1% Fy2018 14.7% Fy2019 15.3% Fy2020 15.8% Operating Cash Flow to EBITDA Free Cash Flow to net Income Gross Utilization Fy2018 79.9% Fy2019 97.4% Fy2020 79.5% Fy2018 79.3% Fy2018 72.2% Fy2019 106.0% Fy2020 80.7% Fy2019 74.4% Fy2020 72.2% Attrition3 Market Capitalization ($ billion)4 payout Ratio5 Fy2018 16.8% Fy2019 17.6% Fy2020 14.7% Note: Fy2018 Fy2019 Fy2020 19.5 22.2 14.9 Fy2018 72.8% Fy2019 60.7% Fy2020 87.3% 1. IT services operating margin refers to segment results total as reflected in IFRS financials 2. Net Income has been considered after adjusting for profit attributable to non-controlling interest (Minority Interest) 3. Attrition rates refers to voluntary attrition computed on a trailing twelve months basis excluding DOP 4. For convenience, the market capitalization in Indian Rupees 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 5. 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 9 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements key Performance Metrics Human Capital Fy 2018 Fy 2019 Fy 2020 natural Capital Corporate Overview | Management & Board Reports | Financial Statements Women Employees (%) Persons with Disabilities nationalities in Workforce Total Employees 163,827 175,690 188,270 35.0% 35.2% 35.0% 442 545 578 localization in On-shore Workforce USA 69.5% Uk 33.0% Australia 40.0% 110 125 132 Continental Europe 67.6% Total GHG Emission (tons of CO2 eq.) 612,115 498,236 559,510 Savings due to environmental initiatives (in Mn USD) 17.21 19.47 6.54* Water Recycled (as % of total water consumption) Waste sent to landfill** 41.0% 42.0% 41.0% 3.3% 3.0% 3.0% * FY19 valuation is based on new methodology that is detailed under Natural Capital Section. FY17 and FY18 valuation is not adjusted. Valuation for 2020 will be completed by July 2020. ** Excluding construction and demolition debris Intellectual Capital Social & Relationship Capital R&D Expenses (` million) 3,041 3,942 4,619 Patents Filled Cumulatively till date Patents Granted till Date 2,000+ 2,200+ 2,300+ 380 558 741 Active customers 1,248 1,179 1,140 Revenue from Existing Customers Community Partners CSR Spend (` million) 98.6% 98.4% 98.1% 150+ 175+ 165+ 1,866 1,853 1,818 Increase in Customer net Promoter Score (basis points) Total Employees Engaged with Wipro Cares (volunteering or monetary contribution or both) 486 bps 511 bps 99 bps 25,000+ 30,000+ 32,000+ Annual Report 2019-20 Annual Report 2019-20 10 10 10 11 11 11 Wipro Limited Wipro Limited Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Sustainability Highlights Ecological Sustainability Corporate Overview | Management & Board Reports | Financial Statements Empowering Workplace 100,000+ employees covered in 20 locations in India and 8 locations outside India under ISO 14001 and OHSAS certifications 729,000+ hits on Wipro OnAir Podcasts, 130,000+ employees on the enterprise social platform Yammer and 64,000+ monthly active users on collaborative platforms like MS Teams Employee Rotation Policy, Promotion Policy, Break- from-work Policy, Sabbatical Policy, Adoption Assistance Program, Company Car Policy and India Paternity Leave Policy enhanced based on employee feedback 61,000+ employees are members of TopGear - the social learning and crowdsourcing platform. 155,000+ employees trained in digital skills as of FY20 Biodiversity, Waste and Water • 2.2% reduction in water consumption intensity to 930 • Bengaluru Sustainability Forum: Supported 8 grant proposal on urban water, waste and biodiversity in FY20. Till date we have supported 19 such projects liters per employee • 18.5% YoY reduction in total waste disposed to 5,057 tons • 3 biodiversity projects completed till date- Butterfly park, Wetland zone and thematic garden in Bengaluru and Pune • Community Water Programs: Participative urban water programs in Bengaluru and Pune. Hosted a two-day program in Hyderabad on Urban Water Energy Emissions • 35% (84 million units) of our total India Energy Consumption comes from Renewable Energy (RE) • 53% increase YoY in energy saving due to server virtualization • 9.8% reduction in business travel footprint in last three years • 20.9% reduction in employee commute footprint in last three years • 9.8% increase in global people based emissions intensity to 0.93 tons per person per annum Annual Report 2019-20 Annual Report 2019-20 12 12 13 13 Wipro Limited Wipro Limited Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements Corporate Overview | Management & Board Reports | Financial Statements Customer & Suppliers Rewards & Recognition • Participated in sustainability assessment anchored by 100+ customers • Member of Dow Jones Sustainability Index (DJSI), World for the 10th time in a row • Adopted EPEAT • Named as 2020 World’s Most Ethical Company for the 9th successive year by the Ethisphere Institute (CDP) - Climate Change Assessment • Received Best of Best Award for FY19 from ‘Association for Talent Development’ (ATD) • Certified Top Employer in Australia 2020 • Certified Great Place to program in 2016 for IT hardware procurement for laptops, desktops, printers, mobiles and servers. In CY 2019, purchased 108,000+ Gold, Silver and Bronze category products • Topcoder is our crowdsourcing platform for enterprise with 1.6 million members from 255 countries- close to 26K challenges and tasks were completed for Wipro customers in FY20 • Ecovadis-CSR rating of Gold Work, India • Member of Vigeo Eiris Emerging Market Sustainability Index (comprises of the 70 most advanced companies in the Emerging Market Region) • Member of FTSE4Good Index Series and also a global sector leader • Received A- in Carbon Disclosure Project • Winner at the NASSCOM Diversity and Inclusion awards (2019) for the ‘Gender Inclusion’ category • Featured in the Bloomberg Gender Equality Index 2020 • Received a score of 90 out of 100 on the 2020 Corporate Equality Index • Annual HR Distinction Awards 2019, UK: Winner in the category “Distinction in Inclusion and Diversity” • 2019 Working Mother & Avtar Most Inclusive Companies Index (MICI): Declared as a “Champion of Inclusion” • 2019 Working Mother & Avtar Best Companies for Women in India (BCWI) list: declared as one of the “100 Best Companies for Women in India • “Star Performer of the year” in Everest Group PEAK Matrix™ Service Provider of the Year awards for 2020 Education School Education • Supported 132 organizations working towards systemic reforms in school education through 198 educational projects and initiatives across 29 states • Supported 16 new organizations in FY20. Cumulatively, 88 organizations supported towards our goal of 100 organizations by FY20; 60 under Seeding program and 28 under the Grants program • 4 Regional Partners’ Meets organized with participation from 150 participants • Nearly 42,000 children from underprivileged communities benefited from our 22 education projects in 8 states through our community program • Supported the educational and the educational and rehabilitative needs of over 7,200 underprivileged children with disabilities, through 16 projects in 6 states Engineering Education • Supported 33,000 students to pursue higher education in engineering through WASE, WiSTA and WIMS programs cumulatively. In FY20, the total number of new entrants into the work integrated learning program was 2,697 while the aggregate strength across 4 years was about 9,000 • Trained 25,000 students and 49 faculty in digital technologies through our program TalentNext till date. 10% of students have joined our organization. In FY20, 453 students joined while 757 were selected for FY21 Science Education Fellowship Program • Wipro Science Education Fellowship Program running in partnership with 7 universities is working with 500 teachers across 35 school districts in 7 states across the USA • Developed UK’s first Master’s program in STEM education in partnership with King’s College, London. The first batch which includes 15 in-service teachers on Wipro Fellowship, as well as 2 international students are progressing as per plan • ‘Wipro Teacher Fellowship’ and ‘Wipro Teacher Mentor’ programs in partnership with Sheffield Hallam University (SHU UK) to provide rigorous continuous professional development to STEM teachers. SHU had recruited 35 new STEM teachers and teacher mentors in Q2 Sustainability Education • Recorded highest participation in flagship Wipro Earthian program from 1,498 schools and colleges across 79 districts in 29 states and 3 UT’s in FY20 • Launched Wipro Sustainability Educator Program, to support grassroots environment educators across India. 11 educators selected from 10 NGO’s • Faculty Development Program on sustainability, MOOC’s launched at IIMB for 39 faculty across India focusing on simulating exercises on climate change and energy for participants • 6 sustainability quizzes conducted with 1,354 participants from 677 teams • 22 college sustainability internships facilitated at 6 partner organizations Community Care • Over 122,000 people from disadvantaged communities have access to primary healthcare through 9 healthcare projects across 5 states • Restored livelihoods of more than 8,000 people affected by natural disasters (cyclones & floods) through 6 rehabilitation programs across Kerala, Odisha, Uttarakhand and Tamil Nadu • Urban solid waste management project in Bengaluru and Mysuru provides social, nutritional and health security to more than 12,000 workers in the informal sector • Agro-forestry project in rural Tamil Nadu helped 100 farmers in integrated farming by planting 40,000 trees and benefited 400 farmers through seed distribution and training programs Annual Report 2019-20 14 15 Wipro Limited Chairman’s letter Dear Stakeholders, As I write this, we are in the middle of the biggest crisis we have seen in our lifetimes, the COVID-19 pandemic. So far, it has created unprecedented socioeconomic disruption, fear and the tragic loss of human life. The collapse in economic activity this time is likely at a level unseen in previous recessions. The exit path remains a vaccine and till then it is likely to be a bumpy ride with a continuous stop-start rhythm and strict health protocols. Having said that, most of us have lived through economic crises before. Each time the agony has been different but each time we have adapted and bounced back. I am hopeful that like all previous crises, the COVID-19 calamity will also pass and in time, a fresh wave of business energy will be unleashed. The next few months will be critical for organizations as they build their resilience in order to persist, resurrect their businesses and master the new business environment. “I am confident that we will emerge from this crisis, a stronger Wipro and a more valuable partner to our clients than ever before.” 16 Annual Report 2019-20 Empowering Resilience for a brighter future As companies focus on resilience to survive and thrive, one trend that I see accelerating is the rapid adoption of technology. Businesses across the world were undertaking large changes, even before the outbreak, but this crisis now provides an opportunity to hasten the transformation which will be imperative to the existence of many. Uneasy consumers will precipitate this shift to digital across industries and markets. We expect a profound impact on the established ways of operations. The work needs to be done ‘anywhere by anyone’. Virtual, remote, community-based and distributed work models will become mainstream, empowered by collaborative technologies. Enterprises will also need to evaluate their technology stack so that it enables them to operate with flexibility and agility, and work with partners who can respond and adjust quickly to changing circumstances. Our strategy of driving a “Digital first” approach through four foundational pillars of Business Transformation, Modernization, Connected Intelligence and Trust become particularly relevant in this context. We have made differentiated investments to strengthen our offerings in digital, cloud, engineering and cybersecurity. Digital has now become the only way forward. We have made massive strides in accelerating our clients cloud journey through our differentiated cloud studios. We are continuing to enhance go-to-market partnerships with hyper-scalers and focused on creating innovative solutions. We have been endorsed as leaders by key analyst firms which reinforces our position as a trusted partner who drives value across three key pillars – Business acceleration, Customer experience and Connected Insights. We continue to make disproportionate investments in cybersecurity in areas like Security Strategy, Compliance Advisory, Cloud Security and OT & IoT Security to address the dynamic threat landscape. We now have 15 cyber defense centers across the world to locally manage security operations. We have partnered strategically and actively with the start-up ecosystem. Wipro Ventures, our corporate venture fund, has invested in cybersecurity start- ups like IntSights, Vectra.AI, CyCognito and CloudKnox.io. Our delivery model that enables a virtual, adaptive, and intelligent enterprise is based on the principles of distributed, no-shore, agile workforces and a cloud-first approach. We are able to provide virtual and community work models leveraging our solutions, such as Talent as a Service (“TaaS”) through Topcoder. This platform provides continuous connectivity with seamless end-point security, access from anywhere and real-time collaboration. The other objective that will remain of paramount importance is of employee safety and well-being. In March, at the early onset of COVID-19, we successfully triggered our business continuity plans and enabled work from home for more than 90% for our global employees. What has been heartening is that a change of this scale was executed very smoothly. In these past few months, we have settled well into this new way of working and our focus remains to provide impeccable service to our customers. We actively leverage collaborative technologies to remain connected and engaged, ensuring employee welfare and seamless customer service delivery. We believe strongly that the model of work has changed forever, and we will never go back fully to the old ways of working. We will increasingly leverage more technology to onboard, induct, train and engage with our employees, and our workforce will never come back to a 100% work from office mode. As the world’s best scientific minds scramble to find a vaccine or a cure for the virus, as businesses we have a deep responsibility to the communities within which we operate. Our response is an integrated set of carefully targeted actions that we are implementing in close collaboration with the Azim Premji Foundation and Wipro Enterprises Pvt Ltd, where we have jointly committed `1,125 crores (~$150M). Our commitment rests on two crucial pillars, the first is to balance short-term relief with medium-term requirements over the next 12-18 months and the second is to prioritize our effort to the most vulnerable sections of society who have been most adversely affected. A crisis like this requires us to think differently and to respond in an innovative, dynamic manner. A good example of this is how we repurposed the kitchen infrastructure in our facilities in Bangalore, Pune and Kolkata to provide cooked meals twice daily for more than 45 days running to thousands of vulnerable families in India. We have been able to provide around 3 million meals during this period serving more than 250,000 people. The other example is re-purposing one of our unused campuses in Pune into a 450 bed COVID-19 isolation hospital. Wipro Limited has specifically committed `100 crores towards these efforts and contributed `25 crores of this to the Prime Minister’s relief funds. Our performance & Return to Shareholders For the year ending 31st March 2020, our IT Services Revenues at $8.26 billion grew by 3.9% YoY (in constant currency and after adjusting for the divestments) and our Net Income at `97.2 billion grew by 8.0% YoY aided by improved operating 17 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Together, we shall overcome and triumph! margins, higher other income and lower taxes. For the full year the EPS was at `16.67 per share up 11.2% YoY and the Operating Cash Flows at `100.6 billion was at 103.5% of our Net Income. Our Gross Cash is at $4.4 billion and Net Cash is at $3.4 billion. Our pay-out for FY20 is at `112.2 billion through buyback and dividends (including dividend distribution tax) to our shareholders, which is 115.4% of our Net Income. The cash on our balance sheet provides us with the ability to pursue strategic organic investments as well as mergers & acquisitions. Our Values & Growth mindset This year is also a special year in our history as we turn 75. While our company has transformed many times over the years, the one fundamental constant which has always been at our core is our values that we call the ‘Spirit of Wipro’. With every passing year, our commitment to the success of our clients and our resolve of unyielding integrity has only strengthened. The other intangible factor that drives enduring success in business is the culture of the organization which is experienced through five key habits. These habits are our values in action and represent how you experience us every day. These five habits are Being Respectful, Being Responsive, Always Communicating, Demonstrating Stewardship and Building Trust. I believe in their power together to deliver a great impact. One of the things that I have spent a significant amount of time over the last few months is on this cultural transformation. I am humbled and energized in seeing our values and culture at every level in the organization, not just in matters of business, but also in our strong sense of purpose to our communities and the worlds at large. I am confident that we will emerge from this crisis, a stronger Wipro and a more valuable partner to our clients than ever before. Earlier this year in January, our CEO, Abidali Neemuchwala decided to step down from his role due to personal commitments, I want to thank Abid for all that he has done for Wipro and for the commitment and passion he has brought to the job every day over in these last five years. The Board and I are pleased to announce the appointment of Thierry Delaporte as our new CEO & Managing Director, effective July 6, 2020. Thierry brings with him an exceptional leadership track record, strong international exposure, deep strategic expertise, a unique ability to forge long-standing client relationships, and proven experience of driving transformation and managing technological disruption. I believe that Thierry is the right leader for Wipro to drive us forward in our next phase of growth. Lastly, I am truly humbled at being appointed Chairman of Wipro Limited. I have begun this journey with a deep sense of gratitude - it is both an honor and a privilege to lead our company. I am thankful to our clients, partners, and other stakeholders who have reposed their trust and confidence in me and team Wipro. We are committed to work through the current environment and our future feels bright and exciting. Together, we shall overcome and triumph! Very Sincerely, Rishad A premji Chairman 18 Annual Report 2019-20 I am deeply honored to be invited to lead Wipro, an extraordinary company and an exemplary corporate citizen with a deep technology heritage built on a strong foundation of values. I look forward to working closely with Rishad, the Board, senior leadership and the hugely talented employees of Wipro to turn a new chapter of growth and build a better tomorrow for all our stakeholders. Thierry Delaporte* *Chief Executive Officer and Managing Director of the Company with effect from July 6, 2020 19 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Board of Directors Rishad A Premji Chairman M K Sharma Independent Director Patrick Dupuis Independent Director Azim H Premji Founder Chairman Dr. Patrick J Ennis Independent Director Thierry Delaporte 1 Chief Executive Officer & Managing Director (Designate) William Arthur Owens Independent Director Deepak M. Satwalekar 2 Independent Director Abidali Z Neemuchwala Chief Executive Officer & 4 Managing Director Arundhati Bhattacharya 3 Independent Director Ireena Vittal Independent Director 1 Appointed as Chief Executive Officer and Managing Director of the Company with effect from July 6, 2020 2 Appointed as Independent director with effect from July 1, 2020 3 Steps down as an Independent director with effect from close of business hours on June 30, 2020 Resigned as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020 4 20 21 Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements leadership Speak Bhanumurthy B.M. Chief Operating Officer Jatin Dalal Chief Financial Officer Saurabh Govil Chief Human Resources Officer Given these times, what are the key attributes/factors that distinguish resilient enterprises from others who have struggled to cope with the crisis? 2. A ‘Digital First’ approach that minimizes business disruption and helps to accelerate growth and profitability in the long term Bhanu: A resilient enterprise distinguishes itself in its preparedness & response during times of crisis. When a crisis hits, we believe that all enterprises are tested in their ability to respond, react and thrive. To respond with urgency, they need to have a strong BCP framework that can be put into action in no time. For instance, we established three task forces to formulate our immediate response to secure and stabilize our workforce, move operations to Work From Home (‘WFH’) model and manage client priorities. From a short-to-medium term, enterprises need to initiate changes to sustain and redefine business operations, such as enabling clients and themselves to “work from anywhere” with digital enablement. Finally, to thrive in the long-term, organizations need to build strategies to come out stronger. Resilient enterprises possess three fundamental attributes that separate them from the rest: 1. Strong leadership, culture and processes to sense and respond with agility, along with a ‘growth mind-set’ to accelerate the pace of change and adaptability 3. Ability to leverage their ecosystem of alliances, partners, start-ups and academia for a collaborative and innovative approach to build enterprise solutions for newer and more complex business problems. Do you think that the disruption caused by the pandemic will change the pace of ‘Innovation’ if ‘resilience’ becomes priority? Bhanu: Disruption and uncertainty caused by a pandemic can lead to a knee-jerk reaction & sometimes drive a short term orientation to innovation, while resilience becomes an immediate priority. However, in leading organizations, resilience and innovation go hand in hand. This may require re-purposing businesses to serve new and unforeseen types of demand, new clients and markets. Through our own experiences, we’ve seen how this crisis has challenged enterprises to take bold steps to do the things that were earlier thought to be outside the realm of possibility, such as moving 90-95% of the workforce to a WFH model, managing transitions and cut-overs remotely, or even moving 22 Annual Report 2019-20 significant chunks of workloads to the cloud from a complete on premise model. We also see how the crisis has become a driving force for clients to leverage open innovation networks, partner ecosystems, IP based solutions, and crowdsourcing to innovate and bring changes in ways of working. For example, our clients are embracing open innovation to access niche talent and technology solutions from our start- up ecosystem at Wipro Ventures. Similarly Topcoder’s “Talent as a Service” (TaaS) offering is helping clients access talent from the gig economy to deliver on their most pressing ideas and for faster go-to-market. Clients are also pivoting to re- invent their business and operating models by leveraging our capabilities in design, consulting and digital, a trend we only see accelerating into the future. Based on the conversations we are having with the customers, where do we see prioritization of investment dollars vs optimization or decreases in spend? Jatin: Like Bhanu mentioned, most of our customers will continue to invest in technology to thrive in the new environment. Newer business models, need for optimizing resource utilization and staying competitive - all key priorities for a modern day’s enterprise, require IT investments. The top three areas where customers will prioritize their spend are Cloud, Collaboration and Cybersecurity. We will see cloud-based technologies being adopted at an increased velocity to unlock the next wave of cost savings, to drive greater resiliency and to improve customer experience. Whether it is an AI-supported, digitally optimized contact center with cloud-based communication or cloudifying/ SaaSifying supply chains, adopting cloud will be the mainstay for CXOs. With workforces going remote, two things will take center stage, one improving employee experience through use of various collaboration technologies and two managing the cyber threats that have escalated significantly. While Saurabh will talk about how Wipro has managed employee experience for a large WFH environment, I can see why organizations will invest in virtual workplaces. We have observed a surge in productivity and an enhanced engagement among all key stakeholders of the enterprise. The increase in threat surface area also means that CISOs will need boost the security infrastructure. A recent report found that 70% of CIOs will be making additional financial investments in cybersecurity. After all, the cost of a breach is much higher than investing in the first place. Overall, we believe that the secular trend around IT investments will remain on an upward curve. We anticipate that in order to conserve cash, businesses will look for ways to reduce capex on IT and shift spends to a variable model. We are actively working with our customers on some of these commercial constructs. Adaptable, Agile, Safe and Resilient Enterprise How will engaging with talent change in this new paradigm of working- in terms of onboarding, reskilling & sustaining positivity of the teams? Saurabh: We have made significant investments in technology including an upgrade of our hiring and learning management systems to enable a smooth and powerful experience for employees. We have onboarded 5,000 plus employees virtually in a seamless manner in the past few months. Re- skilling has clearly shifted to the hands of the employee with Wipro providing the enabling infrastructure. Learning relevant technologies anywhere / anytime is the way to go. Through Topgear, our internal talent transformation platform, we have been able to make the experience flawless and engaging. At 90%+ employees on a WFH model, the organization has undergone a 10x change compared to normal in a very short span. It is heartening to note that employees have adapted to the new ways of working very well. We have kept our employee at the center during this pandemic, focusing on their safety, wellness and above all, as much as possible, protecting their jobs. Over the next 18 months, I believe that the workplace situations will continue to emerge and organization will have to remain nimble-footed and responsive. We have a well- crafted strategy around it. 23 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements We have been investing in a “Digital First” approach now for the last three years, how can these strengths be leveraged by our customers as they get back to business? a model that blends the best of work-from-office, remote- working and crowdsourcing making it boundary less while being resilient and secure. Bhanu: As I mentioned earlier, a “Digital First” approach is one of the key attributes that distinguishes resilient enterprises from others. Enterprises where digital has been a core and strategic priority have weathered the crisis bravely. Whether it is the ability to operate in a virtual model, buy/consume services on demand, leverage talent on demand, or drive contactless ways of working, digital enablement has been the critical element in sustaining and accelerating business growth and profitability. The solutions and frameworks developed as a part of our Digital First approach is already helping customers to be responsive and resilient as they get back to business. For instance, our IP based offerings such as LiVE Workspace™ Connect for efficient remote working, the cloud enabled VirtuaDesk™ VDI solution, Wipro’s SmartTwin and Cognitive SupplyChain solutions to rethink supply chain resilience, Digital Assurance as a Service to enable remote testing and our Wipro HOLMES™ based customer engagement solutions are seeing an increased pace of adoption. Our Digital First approach recently helped some large clients such as those in the financial sector to quickly process loan disbursals, develop online solutions to help their customers avail stimulus packages, and also manage supply chain planning to effectively deliver essential goods to those in need. As we look into the future, will we need to transform the traditional IT Services delivery model and how ready is Wipro to adapt? Bhanu: The pandemic has massively accelerated the adoption of the ‘no-shore’ model and tilted most business operations towards remote delivery models. At Wipro we have been at the forefront of pioneering the ‘no-shore concept’ and ‘crowdsourced and community’ model of delivery. Now, as our clients’ ecosystem resets itself and works towards being future ready, we have launched an adaptive and boundary less operating model called the ‘Proteus Stack’ (named after the Greek sea god) to demonstrate our flexibility, versatility and adaptability towards the changing situation. The ‘Proteus Stack’ is built on our existing ‘4M framework’ that comprises of: 1. Model as in ‘How teams are organized’: As digital transformation accelerates over the next few years, more and more organizations will choose to move to teams/ structures that are designed to anticipate customer needs and align to business first principle. We have established 2. Method of ‘The Wipro Way of Working’: A method that in involves bringing together years of experience delivering excellence coupled with innovative methods that deconstructs work and how it is executed in an agile- anywhere, community based and remote manner for a location agnostic (no-shore) world. 3. Machinery as in “Engineering that powers the Wipro Way”: The machinery integrates the technology assets to deliver value at the intersection of partner tools, Wipro and client assets. It comprises of holistic engineering solutions that democratize our engineering assets and capabilities to empower our teams to create value for clients irrespective of where they are. 4. Mind-set of “New age talent focused on problem discovery and solving through continuous learning”: A mind-set that shifts the paradigm from solution execution to problem discovery and problem solving through learning that is on-the-go, fit for purpose and full spectrum resulting in π/X shaped talent. Simply put, the transforming the traditional delivery model. ‘Proteus Stack’ is Wipro’s answer to What are the employee safety measures that Wipro will adopt as an organization when they get back to offices? Saurabh: We continue to have ~90% of our employees in a WFH mode. In parallel, we have put in place a comprehensive plan for those who have to come to our offices including – social distancing, thermal checks before they enter the facility, presence of medical staff in our premises, sanitization of common areas as well as desktops/workstations We are also engaged in campaigns on comprehensive hygiene practices for our employees. Finally, there is continuous dialogue with our employees, assuring them and their families that our offices are safe for work. Over the period of next few months, we will have a phased approach of getting more people to work in our campuses. Wipro has a robust balance sheet with a gross cash of $4.4 billion and in the past we have made several bold bets in terms of both organic and inorganic investments. What is our strategy going forward? Jatin: We have a very clearly articulated strategy around which all our organic and inorganic bets are made. Through our ‘big bets’ program we have made differentiated organic investments in four areas of Digital, Cloud, Engineering 24 Annual Report 2019-20 Services and Cyber Security. Most of these investments have been made with a view to building consultative selling, enhancing technical depth and developing a vibrant partner ecosystem. Our ‘Innovation ecosystem’ helps us tap leading- edge and disruptive technologies to bring the best solutions to our clients through our three-pronged initiatives: Wipro Ventures, Horizon Program, and selective M&A. In FY20 we acquired Rational and ITI technologies. Rational strengthens our customer experience portfolio and ITI enhances our capabilities in Product Lifecycle Management (PLM). We continue to actively look at opportunities that provide us with newer technological capabilities or provide access to a newer market or customer. Wipro Ventures which was launched as a $100 million Fund in early 2015. We have launched Fund-2 with an allocation of $150 million earlier this year. Wipro Ventures invests in early- to mid-stage enterprise software startups. As of March 31, 2020, Wipro Ventures has active investments in and partnered with 14 startups in the areas of AI, Business Commerce, Cybersecurity, Data Management, Industrial IoT, Automation and Cloud Infrastructure. So far, our experience has been quite encouraging. The goal of the Horizon Program is to drive organic incubation in emerging areas covering products, platforms, solutions and capabilities. During the year ended March 31, 2020, we funded 12 projects as part of this program in areas such as robotics, software-defined everything, autonomous vehicle, connected cars, digital twins, industry solutions such as cargo management etc. Wipro’s margins have been resilient over last two years. Given that the demand side pressures that will impact our growth rates in Fy21, what are the levers on the cost side that provide a strategic flexibility? Jatin: Our ability to defend our margins in the last two years was a result of the actions we took on improving the quality of our revenues, enhancing automation/AI in our delivery and optimizing the costs in our operating subsidiaries. We expect that the demand will remain an evolving topic in FY20-21. In response to this uncertainty, we have developed a comprehensive cost management program. We will have to make some tough choices in short term, but these will be equitable and in resonance with the scale of challenge I am confident we will come out stronger and fitter from this phase. From a medium-term perspective, automation and offshoring will be the two key levers that will transform our cost structure. Finally, our cost management program is focused on right areas and we will not compromise on investments. In fact, crises like this provide an excellent ‘reset opportunity’ and we remain committed to spends in areas that will shape our future. Will some of the actions that are necessary to defend margins have any impact on our ability to attract and retain the top talent? Saurabh: Our cost management program will reflect some tough choices. However, they are equitable and in line with the external environment. Also, these are not taken in isolation but through a continuous dialogue and communication with our employees. Our employees understand the purpose of these actions and that these are short term in nature. The crisis we are in, is unprecedented and our response is a collective and resolute. Such times build our resilience as an organization and an employer. Many of our employees who have worked with us for decades, know and understand that Wipro remains the best employer for long-term career growth. We are confident that will continue to hire and retain top industry talent. Wipro’s Free cash flows as a % of net Income in the last few years have been amongst the best in the industry. Also, the corporate actions that Wipro has undertaken have ensured a healthy EpS growth of 11.2% yoy. In the post COVID era, do we see a change to our capital allocation philosophy? Jatin: We have a robust business model. While there is a lot of uncertainty on the horizon, we have been through such adverse cycles before. We are quite confident about continuing to generate healthy free cash flows. Our capital allocation policy is to return 45% to 50% of the Net income to our shareholders over a block of years through a combination of dividends and buy-back. In the last three years our payout ratio has been even higher at 87.3%. Presently we do not foresee any changes to our articulated policy and remain committed to generating consistent returns for our shareholders. 25 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Management Discussion and Analysis InDUSTRy OVERVIEW 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 Strategic Review 2020 published by NASSCOM (the “nASSCOM Report”), IT export revenues from India grew by 8.1% to an estimated $147 billion in the fiscal year 2020. India’s global IT industry grew by 7.7% to reach $191 billion during the year ended March 31, 2020. According to the NASSCOM Report, “Digital” continues to drive growth (more than 50% of growth in fiscal year 2020) and now contributes $51 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 continues to fuel growth. Growth in core traditional services revenues are expected to be moderate, whereas digital technology is continuing to gain prominence due to increased technology adoption by governments and businesses upgrading platforms, products and solutions to enhance the consumer experience. Big data and analytics, cloud computing, cybersecurity and advanced technologies such as artificial intelligence (“AI”), machine learning (“Ml”), IoT, robotics, and 3D printing are profoundly impacting enterprise, government and end consumer segments by enabling new business opportunities across sectors. The markets your Company serves are undergoing a massive disruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues to evolve and the effects on such markets remain uncertain. The outlook going forward will depend, in addition to other factors, on how COVID-19 continues to affect the global economy. BUSInESS OVERVIEW We are a global technology services firm, with employees across over 55 countries and serving enterprise clients across various industries. We provide our clients with competitive advantages by applying various emerging technologies and ensuring cyber resilience and cyber assurance. We work with 26 Annual Report 2019-20 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”, or 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. Our IT Services segment provides a range of IT and IT-enabled 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, global 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 including information security and software products, databases and operating systems. We provide IT products as a complement to our IT services offerings rather than sell standalone IT products. Our ISRE segment consists of IT Services offerings to organizations owned or controlled by the GoI and/or any Indian State Governments. Our ISRE strategy focuses on consulting and digital engagements, and we are selective in bidding for SI projects with long working capital cycles COVID-19 Impact on Business Outlook On March 11, 2020, as COVID-19 spread rapidly, both in terms of number of cases and the affected countries, the World Health Organization (“WHO”) characterized COVID-19 as a pandemic. As a response to COVID-19, we activated our COVID-19 Global Crisis Management task force in early March 2020. The task force was chaired by our Chief Operating Officer and consisted of several cross-functional teams, including business continuity, IT and cybersecurity services. Most of our employees were quickly asked to work from home. In order to better support employees working from home, we enhanced our cybersecurity measures by installing secure agents in our systems. In parallel, we reached out to our customers, briefed them of the measures we were adopting and sought their approval. Through these efforts, we have been able to continue to support the majority of our customers. Our teams have settled into the new ways of working and our managers are tracking employee welfare, productivity and customer service delivery progress through the use of various tools. We are collaborating with our customers on delivering on our commitments. However, the markets we serve continue to undergo massive disruptions due to the COVID-19 pandemic. The World Bank predicts that the global Gross Domestic Product (“GDp”) will decline by 5.2% in the year 2020. The economic fallout of and the subsequent recovery from COVID-19 will depend on multiple factors, such as recovery driven by containment efforts, supply chain disruptions, impact of lockdowns etc. The continued spread of COVID-19 could adversely affect workforces, customers, economies and financial markets globally, potentially leading to further economic downturn. This could decrease our customer’s spend on technology, adversely affect demand for prospective projects / ramp- ups, cause cancellations or ramp-downs of existing projects, increased requests for furloughs, increase pricing pressure, higher travel restrictions, impose supply-side constraints, and adversely impact cash conversion cycles. Macroeconomic conditions caused by COVID-19 could also result in financial difficulties for our clients, including limited access to the credit markets, insolvency or bankruptcy. Further while various cybersecurity control mechanisms are deployed and periodically reinforced, security control mechanisms may not always be successful, considering the complexity of the environments, inter-dependencies, sophisticated attack methodologies, highly dynamic heterogeneous systems, global digital presence hosted both in cloud and on premises with work from home arrangements. The potential impact to our results going forward will depend to a large extent on future developments regarding COVID-19 that cannot be accurately predicted at this time, including the duration and severity of the pandemic, the extent and effectiveness of containment actions and the impact of these and other factors on our employees, customers, partners and vendors. In summary, we have a strong Business Continuity Plan framework that enabled us to respond to the COVID-19 crisis with agility. ~90% of our workforce are enabled to work from home and we continue to service our customers, delivering on several time critical milestones and processes. Our ‘Digital- first’ strategy and our investments in Digital, Cloud, Engineering and Cybersecurity have become particularly 27 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements relevant in the post COVID-19 business environment. We will remain resolute in our goals of employee safety, business continuity and of being a trusted partner to our customers. OUR BUSInESS STRATEGy Our strategy is about driving a “Digital first” approach through four foundational pillars: Business Transformation, Modernization, Connected Intelligence and Trust. As part of this approach, we are prioritizing and investing significantly 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 is 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 and Delivery Models, IPs and Platforms, and Open Innovation are the underlying strategies that support the four pillars. Our vision 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. Recent Developments We anticipate that our “Digital first” strategy will be particularly relevant as we believe the following consumer and industry trends, driven by the response to the COVID-19 pandemic, will reshape the way businesses and organizations operate. They are: Accelerate to Digital – The COVID-19 pandemic has precipitated the shift to online/Digital business models globally, across industries and markets, such as Digital only banks and platform-based business models across industries including banking and asset management. Ecosystem collaboration will become a key element of business strategy, and will be driven by the need to optimize for time, cost and de-risking imperatives. Ways of Working – We anticipate a long-term impact on established ways of operations, including a redefinition of the core compared to non-core workforce and use of community/ gig models, in the following ways: a. Work done ‘anywhere by anyone’. Virtual, remote, community-based and distributed work models such as work from home/remote working will become mainstream, enabled by remote working and collaborative technologies. b. We believe that in response to the COVID-19 pandemic, mainstream adoption of the community work force and crowdsourced and community models (private, public and hybrid) will accelerate. Adaptable, Agile and Resilient Enterprise – Enterprises will need to evaluate their technology stack to allow them to operate with flexibility and agility, and work with partners who can respond and adjust quickly to changing circumstances. Automation and Autonomous – Social distancing will become a key design principle element from an operating model standpoint across businesses and will be a key factor that will accelerate the adoption of automation, autonomous and low or no human touch or contactless ways of working. Safe Enterprise – Focusing on employee health and safety, enterprise health and risk management. Given large scale disruptions in supply chains globally, we anticipate that organizations will invest in decentralizing and nearshoring supply chains in the future and reduce dependency on a few countries. Enterprises will increasingly require partners, such as Wipro, who bring capabilities that span across consultancy, design, engineering, systems integration and operations to enable them to achieve the accelerated digital transformation. The 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.” Business Transformation Business Transformation is the first of our four pillars. It is about redefining customer experiences and changing business and operating models through a Design and Consulting-led approach. We deliver value to our customers under this pillar through our capabilities in Consulting, Industry Domain and Strategic Design, scaled through acquisitions of companies such as Designit and Cooper. Examples include: • Acceleration of e-commerce, implementing operating models to re-imagine supply chains to be resilient and low contact, automated front offices, automated manufacturing back office (supply chain solutions, HOLMESTM) and agile planning, among other things. • Virtual and community work models leveraging our solutions, such as Talent as a Service (“TaaS”) through Topcoder; agile, hybrid cloud-based, modular scale-out VDI solutions; software-defined networking in a wide area network (“SD-WAn”). Our acquisition of Rational Interaction, Inc., a full-service digital CX company, will help us scale our offerings for Chief Marketing Officers, by connecting Rational Interaction, Inc.’s ability to map and orchestrate the customer journey with our ability to design and build experiences at a global scale. 28 Annual Report 2019-20 Modernization Modernization, the second of our four pillars, is about taking an integrated cloud-first and automation-first approach across applications, infrastructure and data to modernize the IT landscape, and leverages our cloud studios, Wipro HOLMESTM, new ways of working, Application Programming Interface (“ApI”) and microservices. We work with clients to help them drive resilience and adaptability through modernization and automation. Our strategy is to leverage our assets, like cloud studios across various geographies, which provide services such as cloud assessment, cloud migration (Lift and Shift), cloud native and DevOps, among others. Wipro HOLMESTM helps enterprises hyper-automate processes and offload specific cognitive tasks to the 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 roadmaps 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., Automation Anywhere, Inc.), start-ups (e.g., Avaamo, Inc. and Arago, 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, the third of our four pillars, focuses on driving outcomes through our market leading platforms such as Wipro HOLMES™, Data Discovery Platform, and use-case based AI solutions. Our “connected” capabilities and solutions leverage technologies such as 5G and IoT and are deployed across industries to deliver innovations in areas such as autonomous systems and Industry 4.0. We continue to invest in scaling end-to-end capabilities across sensors, gateways, connectivity, platforms, (“Ml”) and artificial 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 Trust Trust, the fourth pillar, addresses the changing security, privacy, ways of working (virtual, remote and distributed) and regulatory landscape, driven by ubiquitous technology. We use a consulting-led approach in areas such as cyber security, enterprise risk management, data privacy and control assurance. We have leveraged cognitive automation, e.g., automated incident detection and response, to drive security and are building 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. key enablers underlying our strategy Our delivery model that enables a virtual, agile, distributed, intelligent and automated enterprise-based on the fundamental principles of distributed, no-shore, agile workforces and a cloud-first approach. Our delivery model enables flexibility anywhere by anyone and will leverage the community model through Topcoder. The model is predicated on seamless connectivity with seamless end-point security, in access from anywhere and real-time collaboration every workflow. Focus on Talent : Our Talent strategy is predicated on scaling global, diverse, local and distributed talent, including scaling π/X-shaped talent, product managers, scrum masters and full stack engineers with a product-centric mindset with creative talent to deliver innovation with impact. products, platforms and Solutions: Underlying our strategy is our focused execution approach and investment rigor. We have a robust product and platform portfolio of cross- industry and industry-specific platforms and products. For example, we have solutions and platforms which have increased relevance during the COVID-19 pandemic, such as VirtuadeskTM (virtual desktop), cloud studios that enable secure and effective cloud migration, our Topcoder platform enabling TaaS, Wipro HOLMESTM solutions for remote working and drug discovery, as well as our CADP. We are also scaling and building industry platforms and solutions that are delivered in an as-a-service construct. Examples of our domain and industry intellectual property (“Ip”) are Netoxygen in our 29 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Banking, Financial Services and Insurance business unit and Medicare Advantage in our Health Business Unit. Innovation Innovation: Open Open is about engaging with the “external innovation” ecosystem to tap leading- edge innovation and disruptive technologies to bring the best solutions to our clients. It is about tapping the global innovation network through vehicles such as Wipro Ventures, Research Partnerships and Horizon Program, crowdsourcing models, such as Topcoder and M&A. Wipro Ventures: The strategic investment arm of Wipro, Wipro Ventures invests in early- to mid-stage enterprise software startups. Wipro Ventures was launched as a $100 million Fund in early 2015. In February 2020, Wipro Ventures received an additional allocation of $150 million for Wipro Ventures Fund II. As of March 31, 2020, Wipro Ventures has active investments in and partnered with 14 startups in the following areas – AI (Avaamo, Inc., Vicarious FPC, Inc.), Business Commerce (Tradeshift, Inc.), Cybersecurity (IntSights Cyber Intelligence Ltd., Vectra Networks, Inc. CyCognito, CloudKnox), Data Management (Incorta), Industrial IoT (Altizon Systems Private Ltd.), Fraud and Risk Mitigation, Testing Automation (Headspin, Inc., Tricentis GmbH, Sealights) and Cloud Infrastructure (CloudGenix, Moogsoft). In addition to direct investments in emerging startups, Wipro Ventures has invested in five enterprise-focused venture funds: B Capital, TLV Partners, Work-Bench Ventures, Glilot Capital Partners and Boldstart Ventures. Research 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, robotics, software-defined everything, autonomous vehicle, connected cars, digital twins, cybersecurity, Industry 4.0 and industry solutions such as cargo management. During the year ended March 31, 2020, we funded 12 projects as part of this program. Crowdsourcing (Topcoder): A community and crowdsourcing platform with over one 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, TaaS and hybrid (certified) communities. We are also using the Topcoder Hybrid Crowd Platform to scale and engage in-house 30 talent pools in emerging technologies such as Full Stack, DevOps, AI/ML, Cloud, Analytics and other Digital skills with our internal TopGear hybrid community. It also acts as a structured learning path for accounts providing hands-on experience across more than 200 skills. We are creating a pool of Challenge Architects, Topcoder Co-pilots and Reviewers to expand the percentage of work delivered through crowdsourcing. partner Ecosystem: We have a dedicated unit to drive and deepen our partner ecosystem and 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: a. Strategic Partners: Multiple product lines with significant business volume and potential. b. Growth Partners: Single practice alliances. c. Niche Partners: Niche products with differentiated solutions. 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 divestitures would maximize our focus on key priorities. We have invested in acquiring new technology and skills. In the last three fiscal years, we have completed several mergers and acquisitions, including the acquisitions of: i. International TechneGroup Incorporated, a global digital engineering and manufacturing solutions company and a world leader in CAD and PLM interoperability software services; ii. Rational Interaction, a full-service digital CX solutions firm that brings the strategic capabilities of a consultancy together with the creative and digital prowess of an agency; iii. Cooper Software Inc., an award-winning design and business strategy consultancy, which expands our digital reach in North America and adding capabilities in professional design education; and iv. InfoSERVER S.A., an IT services provider providing custom application development and software deployment services in the Brazilian market. Annual Report 2019-20 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. 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. (“CEp”): Enterprise Cloud Enterprise platforms applications provide a strong IT backbone to organizations, many of which are grappling with technical debt from legacy systems, unable to support the agility needed by modern businesses. At CEP we drive the “digital flip” of these applications and enable the digital transformation of businesses, helping them reimagine the businesses and their models by fundamentally changing how value is generated by the enterprise, and how value is delivered to consumer. IT Services Offerings CEP is comprised of five units: 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 IT consulting, custom application design, consulting, re-engineering and maintenance, systems development, integration, package infrastructure services, business process services, cloud, mobility and analytics services, research and development and hardware and software design. We offer these services globally leveraging our products, platforms and solutions through a team of over 180,000 employees using our global delivery model. Our key service offerings are outlined below: implementation, global Application Services Digital: Wipro Digital helps global enterprises transform their business, IT and customer experience by leveraging design and technology. As companies define a new normal, CIOs, CMOs and other key stakeholders partner with us to create healthy, resilient and agile businesses. Our end-to-end offerings encompass Product Strategy and Design, IT Operating Model Transformation, Digital CMO, Intelligent Processes, and High-Performance Software Engineering. These areas form the backbone of our clients’ transformations and are central to helping them build resilience throughout their organization. Technology increasingly helps enterprises maintain business continuity and chart a path forward. While CMOs conceive new customer engagements, our acquisition of Rational Interaction in February 2020 gives us a stronger voice in the discussion. Simultaneously, while CIOs redefine their IT Operating Model, our “Agile Anywhere” engineering framework offers a powerful resource. From CX strategy to AI, and from engineering to cloud services, Wipro Digital has the depth and breadth that global enterprises need as they forge their future and navigate a path to a new normal. • SAP and Oracle units each offer end-to-end services for SAP and Oracle stack both on-premise and on cloud platforms, towards application modernization and digital transformation. • Process Transformation which provides advisory services to transform clients’ business processes such as Record- to-Report, Order-to-Cash, Procure-to-Pay, Hire-to-Retire. The Growth Practices helps customers adopt SaaS based solutions across growing cloud platforms • Appirio Cloud Services, which focusses on integrating traditional SaaS technology providers such as Salesforce, Google and related providers such as FinancialForce and MuleSoft combining our capabilities in customer experience. • Microsoft Dynamics practice which powers the Microsoft based ERP and CRM applications. CEP focuses on driving application transformation with contextual solutions for our customers from front office to back office by combining consulting, design and development, integration, automation and testing and continuous operational excellence across industries. Cloud and Infrastructure Services (“CIS”) CIS is an end-to-end cloud and IT infrastructure services provider that helps global clients accelerate their digital journey. Our offerings include public and hybrid cloud/ modern datacenter solutions, software-defined, DevOps and micro-services, Digital workplace services, ‘connected intelligence’ services including Digital intent-aware network, IoT and 5G across advisory and consulting, transformation and system integration, business continuity services, testing and managed services. Through industry recognized IPs, assets and accelerators such as BoundaryLess Enterprise (BLE), Wipro Virtuadesk™ (VDI), CloudStudio, Wipro Smart 31 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements i-Connect™ (IoT), WANFreedom (SD-WAN), Wipro HOLMES™ (intelligent automation), AppAnywhere and FluidIT, 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. • Data transformation – Helping clients adopt modern data platforms, processes and methods in on-premises, cloud and hybrid ecosystems to support analytics, AI and ML workloads through a set of themes that brings transformative change to the data landscape. Industrial and Engineering Services (“IES”) Cybersecurity and Risk Services (“CRS”) IES is the driver of our engineering services portfolio and facilitates more than 375 clients across multiple industries and/or verticals by providing a platform to innovate and engineer the products, platforms and technologies at scale. This platform of services offerings, called “EngineeringNXT”, combines the maturity of engineering processes, the passion for the latest technology and access to a diverse ecosystem to deliver value to customers at various stages of the product or platform life cycle. Over the years, IES has created value with our engineering services offerings for numerous multinational corporations by engineering innovative customer experiences, personalizing products and technologies for new markets, integrating next-generation technologies, facilitating faster time to market and ensuring global product compliance. Today, with more than 400 patents, IES continues to deliver these services by leveraging its innovative solutions, engineering processes and delivery excellence across the spectrum, covering connectivity (wireless technologies), Cloud and Data Platforms, Systems Design, very-large-scale integration (“VlSI”), next generation software development and testing, electronic data system (“EDS”), PLM, IoT and Industry 4.0. Data, Analytics and AI (“DAAI”) As a preferred partner for our customers’ data and insights transformations, we help them in their journey to transform into intelligent enterprises by automating decision making, powered by insights and driven by rich datasets. Wipro leverages AI, ML, advanced analytics, big data and information management capabilities to deliver measurable business outcomes across customers’ journey from data to decisions, focusing on: • Insights transformation – Transforming legacy decision- making processes into modern, elastic and AI and ML driven, insights-centric capabilities that enable smarter processes. This ensures that our clients get pertinent insights in real-time to the right decision-makers to fuel innovation, productivity and investment, as their organizations become intelligent enterprises. CRS enables next generation global enterprises to enhance their business resilience through an intelligent and integrated risk approach that has modernizing security at its core. CRS enables the customers to define their cyber strategy and the cybersecurity needs, envisaging best practices across people, process and technology. Leveraging a large pool of experienced security professionals and a global delivery model that leverages our Cyber Defense Centers, we execute projects and deliver managed and hosted services backed by our Cyber Defense Platform. Our unique top-down risk-based approach delivers innovative security platforms for better scalability, improved cost efficiency and greater agility. Digital Operations and platforms (“DOp”) Wipro DOP is a leader in providing next generation technology- led business process services to global enterprises. Our mission is to drive superior customer experience and maximize returns by bringing down operating costs and improving efficiency, quality and productivity. Our process excellence and domain expertise helps us reimagine, redesign, standardize and transform business processes and enterprise operations transformation helps clients leverage and deliver benefits from RPA, AI, analytics and other emerging technologies. Some of our leading offerings: • Digital Customer Experience: Our analytics powered customer service platform resolves various complex interactions via AI chatbots. We also leverage AR and VR in customer care. • Supply Chain Management: RPA and AI automate our end-to-end order management platform for more than 15 mn+ annual transactions. • Finance and Accounting: We manage end-to-end services for 134+ global clients delivering benefits through smart operations. • Marketing-as-a-Service: We manage marketing operations to cover above the line and below the line across design, content management, social media marketing, etc. • Trust and Safety: We help companies having online presences to monitor, police and prevent fraudulent behavior. 32 Annual Report 2019-20 domain knowledge, technology expertise and delivery excellence. We offer an integrated environment that allows organizations to model, optimize, forecast, budget, execute, manage and measure product, and customer performance across the globe. Our domain specialists work with customers to provide strong consumer-centric insights and project execution skills that maximize value for our customers’ technology investments across retail and distribution, consumer packaged goods, transportation, travel and hospitality, media and education, the new age segment and the public sector. Energy, natural Resources and Utilities (“EnU”) : Our in- depth understanding of the energy sector has equipped us to help oil and gas, utilities and mining customers to transform their assets, consumers, workforce and businesses by adopting digital technologies. We actively partner with customers to help them navigate the transition to digital. Building on this experience and capability, we have expanded our customer base to smart infrastructure industries, such as airports, engineering, facilities, real estate management and construction. Analysts have recognized the ENU business unit as an industry leader and major player for delivering great customer and digital experiences in critical industry domain areas. Manufacturing (“MFG”): Wipro’s MFG business unit caters to manufacturing companies across the industry segments industrial and of aerospace and defense, automotive, process manufacturing. By coupling our digital and extensive domain expertise, we help our customers transform their business processes across product design, supply chain, and aftermarket services to achieve their digital transformation objectives. We have leveraged our network of partners and academia, to develop IP, platforms and industry-focused solutions. Our after-market solutions and services are helping manufacturing customers capture additional market share by adopting new business models. Our ongoing investments in emerging technologies like autonomous systems and robotics, Industry 4.0, aftermarket, industrial IoT, augmented reality and virtual reality are helping customers create new business solutions and create new revenue models. Technology (“TECH”): Companies across the high-tech value chain; from the silicon providers to software companies, are serviced by Wipro’s TECH business unit. Our extensive customer portfolio includes marquee companies in semiconductors, compute and storage, networking and edge, peripherals, consumer electronics, software products and gaming. We help our customers transition to new business models by helping them build digital products and solutions, digitize their operations, enable their digital marketing and servitization strategies, and transform their business model to an “As a Service” model. With extensive focus on 5G, IoT, Analytics, AI, IT Services Industry Verticals Our IT Services business is organized into seven industry verticals: Banking, Financial Services and Insurance (“BFSI”): The BFSI business unit serves over 100 clients globally across Retail Banking, Investment Banking, Capital Markets, Wealth Management and Insurance. We have been instrumental in delivering success to our clients by aligning with their business priorities; we have done this by leveraging state- of-the-art technology and process transformation solutions, digital capabilities, service design innovation, domain expertise, IP and integrated offerings, end-to-end consulting services, insights capabilities, adoption of “new ways of working”, and an ongoing focus on delivery excellence. We also harness the power of cognitive computing, hyper- automation, robotics, cloud, analytics, emerging technologies to help our clients adapt to the digital world. Health Business Unit (“Health BU”): Health BU is focused on creating superior experiences, efficiency and outcomes across the healthcare continuum. Wipro’s innovation ecosystem integrates the best in technology, strategy, and design and is the perfect partner to enterprises working to deliver better patient outcomes. Shifting the focus from process-first to people-first, we are working to reshape healthcare and life sciences around human-shaped experiences. Consumer Business Unit (“CBU”) : CBU offers a full array of innovative solutions and services to cater to the entire value chain where the consumer is at the core, through a blend of 33 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Edge and cloud native based solutions we bring together an ecosystem of expertise to build IP, platforms and domain/ industry-focused solutions that help our customers reach their business goals. Our deep domain knowledge, wide range of service offerings, investments and capabilities in cybersecurity, cloud, open source and next-generation engineering services and solutions has positioned us as a top integrated hardware and software research and engineering service provider. 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 in technologies such as 5G, cloud, software-defined networking and network functions virtualization, AI, IoT, blockchain, cybersecurity and a digital workplace in order to focus on new ways of working. We enable the convergence of network, IT and business processes across the entire customer lifecycle. Our investments in new-age start-ups through Wipro Ventures, along with a comprehensive partner ecosystem are enabling CSPs globally to create services that enable new revenue opportunities, build business agility and reduce their time to market in Business-to-Consumer and Business-to-Business environments. Our focus on continuous improvement, alignment to industry standards, investments in the technology solutions of tomorrow, especially as we gear up for the 5G revolution, deliver proven business value to global CSP customers. IT 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 application re-engineering and maintenance, systems integration, package implementation, global infrastructure services, cloud, mobility and analytics services, business process services, research and development and hardware and software design. development, design, 2. Crowdsourcing A (Topcoder): community and crowdsourcing platform with over one million developers, designers, data scientists and testers. Topcoder provides focused enterprise offerings around AI/ML and analytics, DX, QaaS, workforce transformation, TaaS and hybrid (certified) communities. 3. Wipro Digital’s integrated propositions in customer mapping and interaction, seamless integration and data science and insight differentiate its approach with customer journey engineering. 4. 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. 5. 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, 6. Our decades of experience in serving in the IT business, proven record of delivery excellence and satisfied customers who recommend our services to other corporations. track 7. Our ability to provide an entire range of research and development services from concept to product realization. 8. 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. 9. Our ability to access, attract and retain highly skilled personnel across key markets. 10. 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. 11. 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. 12. 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. 13. Our commitment to the highest levels of corporate governance. IT products We provide IT products as a complement to our IT services offerings rather than sell standalone IT products. IT products Customers We provide our offerings to enterprises in all major industries, primarily including government, defense, IT and IT-enabled services, telecommunications, India market, in the 34 Annual Report 2019-20 manufacturing, utilities, education and financial services sectors. We have a diverse range of customers. For the year ended March 31, 2020, we had one customer that accounted for 21.9% of our overall IT Products segment revenue. IT products Sales and Marketing We are value-added resellers of third-party enterprise products through our direct sales force. Our sales teams are organized by industry vertical. Our global client partners receive support from our corporate marketing team to assist in brand building and other corporate level marketing efforts for various market segments. IT products Competition 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, a proven track record of delivery excellence and satisfied to other customers who recommend our services 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 is recognized for serving the Indian market for over seventy years. 5. Our commitment to environmental sustainability as well as deep engagement with communities. ISRE The ISRE segment consists of IT Services offerings to departments or ministries of the GoI and/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 35 (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 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 cycles. We will be leveraging our strong practices in areas such as taxation and e-governance, oil and gas and utilities, along with our strong partner system, to work with Indian government entities, Public Sector Undertakings and other large companies classified as ISREs. For BFSI projects in our ISRE segment, 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 Central and/or State governments of India. We work with multiple ISRE customers and our top two ISRE customers contributed approximately 27% of our ISRE revenues for the year ended March 31, 2020. Our ISRE ISRE customer and second customer accounted for 15.9% and 11.1%, respectively, of our overall ISRE segment revenue for the year ended March 31, 2020. largest largest ISRE Sales and Marketing Our ISRE business unit will focus on the unique customer requirements and will create a “Go To Market” (“GTM”) approach that will address the needs of the present as well as future. 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: 1. Our deep technology knowledge and domain expertise specifically in BFSI and ENU. 2. Our strong partnership with key alliance partners including hardware and software partners. 3. Significant experience in successfully delivering key marquee programs and strong reference ability across the ISRE sector. Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 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, which also acts as Risk Management 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 Ensuring regulatory compliance and adherence 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-declaration checklists on statutory obligations and audits are some of the mechanisms to monitor and manage compliance in Wipro. The Risk Steering Council and Risk and Governance committee, meet on monthly & quarterly basis respectively, to review key risk themes and provide direction and oversight, to the risk management process. Governance by Code of Business Conduct 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 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 • AS/NZS ISO 31000:2009 Risk Management – Principles and Guidelines by AUS/NZ Standards Board • ISO – ISO 31000:2018, Risk management – Guidelines Framework Management Governance Develop & Deploy Policy/Framework Risk Ownership Audit Committee of the Board Oversight Tone @ The Top C o n t i n Standard ERM Framework people, process, Technology u o u s I m p r o v e Risk Management Team m e n t Business Units & Functions Risk Management | Identification | Analysis | Evaluate | | Treatment | Monitoring | Risk Category | Goverance | Strategic | Operational | | Compliance | Reporting | 36 Annual Report 2019-20 Major risks Decisions made by local governments or public health bodies owing to the COVID-19 pandemic, posing restrictions on physical movement of employees thereby impacting business continuity Risk of an COVID-19 outbreak within the company’s premises impacting employee Safety & well-being Escalation of Information Security & Cyber Security risk on account of increase in surface area of devices Change in internal controls over financial reporting 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. 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. Mitigation plan We have a Business Continuity team in place which is cross functional including delivery, legal, office administration, procurement, IT enablement & IT security teams. They are reviewing the situation closely and providing adequate information on the appropriate measures to be taken to remain compliant. Constant communication on building employee awareness, limited working from campus, proper sanitization, availability of medical staff within the premises, appropriate social distancing are already in place. We have a well-crafted BCP plan in place if the outbreak affects one campus. Based on the perceived risks, effective security controls implemented to detect, prevent and remediate threats. Program to continuously monitor the effectiveness of the controls are implemented to effectively sustain the security controls. Based on the changing threat landscape, focus is on continuous improvement of the efficacy of the security controls with the adoption of new processes and latest technology solutions. In response to the COVID-19 pandemic, we initiated our business continuity program in March 2020 and facilitated our employees to work remotely/work from home. Our business continuity program and the design of our processes allow for remote execution with accessibility to secure data. There were no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting during the period covered in this Annual Report. 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. 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. 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 setup 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. 37 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Major risks Regulatory Compliances covering 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. Functional and Operational risks arising out of various operational processes. 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 climate change related and other disruptions like natural disasters, IT outages, Cyber, pandemic, terror and unrest, power, water and other resource disruptions etc. which may challenge or impact our customers business and 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 Mitigation plan A program on statutory compliance is in place with the objective to track all applicable regulations, the 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. 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. Risk Management 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. framework has been deployed 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 locations, accounts and service functions. The global 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 69% of the USA workforce is local. In Latin America almost all our employees are local. 38 Annual Report 2019-20 Capitals & Value Creation MATERIAlITy DETERMInATIOn & STAkEHOlDER EnGAGEMEnT At Wipro, stakeholder engagement1 is an ongoing process. Stakeholders identification is based on attributes such as Impact, Influence, Interest, Legitimacy, Urgency and Diverse Perspective. These attributes help identify stakeholders across value chain that are important to business and necessitates meaningful engagement. Based on these identified eight stakeholder groups - attributes, we Employees, Customer, Investors, Suppliers, Education System, Communities & civil societies, Government and Policy Networks and The Young Citizen and Future Generation. We believe stakeholder inclusiveness is central to the materiality determination process and it is important to consider reasonable expectations and interests of stakeholders so as to provide a balanced view of the issues that emerge. Materiality determination2 for the organization is based on a comprehensive process that include an internal materiality determination and external benchmarking with peers and sustainability standards. A significant part of materiality determination stems from the organization’s overall mission, values, commitments and competitive strategy as well as the impact of or on its economic performance. An internal perspective on risks as identified through organizational processes like risk assessment studies and audits or self- assessments using disclosure frameworks like financial/ sustainability reports, DJSI, CDP, etc. is considered. For external benchmarking, we conduct an extensive review of literature to identify issues considered as material and identified as risks by our business peers and also to understand expectations expressed in international standards and agreements like Sustainability Accounting Standard Board (SASB). The issues are then prioritized based on multiple dimensions of risk, returns and relevance. 1 Refer to Summary of Stakeholder Engagement 2 Materiality Determination Exercise at https://www.wipro.com/content/dam/nexus/en/sustainability/sustainability_reports/sustainability-report-fy-2018-19.pdf 39 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Our Value Creation Framework InPUTS Intellectual Capital R&D Investment Social & Relationship Capital Customers, communities, Investors, Suppliers natural Capital Natural resources like water, fuel, air, land biodiversity Financial Capital Funds available through its business operations, financing and investing activities Human Capital Workforce competencies & Skills InFluenCerS External Environment Stakeholder Engagement Materiality Risks & Opportunities Strategy EnABlERS Talent IP & Platform Open Innovation aCtIVItIeS Providing Consulting and IT services in 7 verticals/domains across 6 continents PIllARS Business Transformation Modernization Connected Intelligence Trust OUTPUTS Intellectual Capital No. of patents filled and granted, No. of people trained in new skills Financial Capital Gross Profit, Operating Income, Finance and Other Income, Income Tax Paid natural Capital Emission, Water & Energy savings, Biodiversity projects in Campus, Advocacy on Ecological issues Social & Relationship Capital Customer Satisfaction Scores Profit attributable to equity holders, Beneficiaries from community projects, Environment footprint reduction in Supply Chain Human Capital Productivity & Retention VISIOn | MISSIOn | VAlUES | CORPORATE GOVERnAnCE Annual Report 2019-20 40 41 Wipro Limited Wipro LimitedAnnual Report 2019-20Corporate Overview | Management & Board Reports | Financial Statements InTER-RElATIOnSHIpS AMOnG CApITAlS We have used capital framework namely Financial, Human, Intellectual, Social & Relationship and Natural capitals to report on value created by the organization across its value chain. We have classified key material issues under these five capitals and report on our approach, policies, process and initiatives implemented under each capital sections. The table below depicts the interconnectedness of capitals through the lens of material issues for the organisation. Input Capital Relationship with other capitals name of Capital Engagement on Material Issues Hiring & Onboarding Performance & Talent Management Human Capital Learning & Development Employee Well-being Employee Engagement & Communication Data Security & IT Privacy Customer Engagement Supplier Envt/Social Assessment Community & Education Social & Relationship Capital – Improved business performance – Creation of IP, technology expertise –Customer Engagement and improvement in CSAT/NPS scores – Improved business performance – Improved business performance –Customer Engagement and improvement in CSAT/NPS scores – Better CSAT/NPS Score – Revenue, Profitability – Customer retention and new customer acquisition – Reduce impact on environment – Better Employee Satisfaction Survey (ESS) – Increase in brand and reputation Intellectual Capital Financial Capital Natural Capital Innovation – Increase in customer retention and new customer acquisition. Financial Performance – Employee Benefits – Patents, IP, Platforms – Creating value for Customers Suppliers, Community, Investors Emissions & Energy, Waste, Water, Biodiversity – Operational cost reduction – Creating value for Customers Suppliers, Community, Investors Aspect Energy Water & Waste Aspect Boundary India (offices and DC’s) –98% coverage – Actuals Overseas offices – 100% coverage - Estimated India - 98% coverage - Actuals Overseas - Not reported SCOpE & BOUnDARy natural Capital India: 44 locations (includes 3 data centers) representing 77% of our workforce. 31 of these locations are owned (includes 3 data centers) and the balance are leased. Overseas: 189 office locations. Most locations are leased and used as marketing/liaison offices. Other capitals Financial, Human, Intellectual, Social & Relationship Capital Entire organization i.e. Wipro Limited. 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. 42 Annual Report 2019-20 Financial Capital WIpRO lIMITED AnD SUBSIDIARIES Our revenues and profits for the years ended March 31, 2019 and 2020 are provided below: Consolidated results Revenues1 Cost of revenues (` in millions except earnings per share data) Fy 2019 589,060 (413,033) Fy 2020 613,401 (436,085) yoy Change 4.1% 5.6% 176,027 (44,510) (35,951) 4,344 99,910 (7,375) 22,923 25,242 90,031 Gross profit Selling and marketing expenses General and administrative expenses Other Operating Income2 Operating Income Finance Expenses Finance and Other Income Income Taxes Profit attributable to equity holders As a percentage of Revenue Gross Margin3 Selling and marketing expenses General and administrative expenses Operating Margin3 Earnings per share-Basic (`)4 Earnings per share-Diluted (`)4 1 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 ` 585,845 million and ` 610,232 million for the years ended March 31, 2019 and 2020 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. 177,316 (42,907) (29,823) 1,144 105,730 (7,328) 24,081 24,799 97,218 0.7% (3.6)% (17.0)% (73.7)% 5.8% (0.6)% 5.1% (1.8)% 8.0% (0.8)% (0.6)% (1.2)% 0.4% 11.2% 11.2% 29.7% 7.6% 6.1% 16.8% 14.99 14.95 28.9% 7.0% 4.9% 17.2% 16.67 16.62 2 Other operating income represents: (i) For the year ended March 31, 2019, net gain on sale of (a) hosted data center services business, and (b) the Workday business and Cornerstone OnDemand business. (ii) For the year ended March 31, 2020, (a) change in fair value of the callable units upon partial achievement of business targets pertaining to sale of data center business, and (b) gain on sale of assets pertaining to Workday business and Cornerstone OnDemand business in Portugal, France and Sweden. 3 Gross margin and operating margin as a percentage of revenue for year ended March 31, 2020 have been calculated by including Other Operating Income with Revenue. 4 In FY 2019-20, EPS growth is higher than Net profit growth largely due to reduction in number of equity shares due to completion of buyback 43 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Results of operations for the years ended March 31, 2020 Revenue: Our revenue increased by 4.1%. The IT Services segment revenue increased by 4.5%. The revenue of all our industry verticals, except for TECH, grew during the year. The growth was led by three of our industry verticals, BFSI, CBU and ENU. The growth in these industry verticals was a result of increase in our differentiated offerings across our geographic and digital capabilities, as well as the depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Pound Sterling and Canadian Dollar. Growth was partially offset by a decline in revenues due to the sale of our hosted data center business, divestment of Workday and Cornerstone OnDemand business to Alight Solutions LLC, and the negative impact of COVID-19 on our revenues by an estimated `1,055 million to `1,206 million ($14 million to $16 million). Revenue of the IT Products segment declined by 10.6%, which was primarily due to our focus on providing IT products as a complement to our IT services offerings rather than selling standalone IT products and our change in strategy to focus on consulting and digital engagements with ISRE clients rather than SI engagements. Revenue of the ISRE segment declined by 1.7%, which was primarily due to scaling down of large engagements as we are pivoting our ISRE strategy to focus on consulting and digital engagements and to be selective in bidding for SI projects. profitability: In absolute terms, cost of revenues increased by 5.6% primarily because of increase in employee compensation due to the impact of salary increases, increase in headcount during the year and depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Pound Sterling and Canadian Dollar. This was partially offset by a reduction in sub-contracting/technical fees and a reduction in the cost of hardware and software. As a result of the foregoing factors, our gross profit as a percentage of our total revenue decreased by 0.8%. Selling and Marketing expenses : Our selling and marketing expenses as a percentage of total revenue decreased from 7.6% for the year ended March 31, 2019 to 7.0% for the year ended March 31, 2020. In absolute terms, selling and marketing expenses decreased by 3.6% primarily because in the year ended March 31, 2019, there was an impairment charge on certain intangibles assets recognized on acquisitions. This decrease has been partially offset by the increase in travel expenses in the year ended March 31, 2020 as compared to the year ended March 31, 2019 General and Administrative expenses: Our general and administrative expenses as a percentage of revenue decreased from 6.1% for the year ended March 31, 2019 to 4.9% for the year ended March 31, 2020. In absolute terms, general and administrative expenses decreased by 17.0%, primarily due to charges paid against a one-time settlement of a legal claim against the company included in the year ended March 31, 2019. These decreases have been partially offset by the increase in legal and professional fees and travel in the year ended March 31, 2020 as compared to the year ended March 31, 2019. Other Operating income: During the year ended March 31, 2020, we recorded (a) `992 million toward change in fair value of the callable units upon partial achievement of first and second year’s business targets pertaining to sale of data center business, and (b) `152 million toward gain on sale of assets pertaining to the Workday and Cornerstone OnDemand business in Portugal, France and Sweden, as “Other operating income.” As a result of the foregoing factors, our operating income increased by 5.8%, from `99,910 million for the year ended March 31, 2019 to `105,730 million for the year ended March 31, 2020. As a result of the above, our results from operating activities as a percentage of revenue (operating margin) increased by 0.4% from 16.8% to 17.2%. Finance expenses: Our finance expenses decreased from `7,375 million for the year ended March 31, 2019 to `7,328 million for the year ended March 31, 2020. This decrease is primarily due to a decrease in interest expenses on repayment of loan during the year ended March 31, 2020, which was partially offset by an increase in interest expense on adoption of IFRS 16. Refer to Notes 3(viii) and New Accounting Standards adopted by the Company in the Notes to the Consolidated Financial Statements for further information on the adoption of IFRS 16. Finance and other income: Our finance and other income increased from `22,923 million for the year ended March 31, 2019 to `24,081 million for the year ended March 31, 2020. The increase is primarily due to an increase in interest income by `1,503 million during the year ended March 31, 2020 as compared to the year ended March 31, 2019. Income taxes: Our income taxes decreased by `443 million from `25,242 million for the year ended March 31, 2019 to `24,799 million for the year ended March 31, 2020. Our effective tax rate has decreased from 21.9% for the year ended March 31, 2019 to 20.2% for the year ended March 31, 44 Annual Report 2019-20 2020. This decrease is primarily due to changes in Indian tax laws during the year ended March 31, 2020. profit attributable to non-controlling interest: It has increased from `142 million for the year ended March 31, 2019 to `495 million for the year ended March 31, 2020. IT Services financials As a result of the foregoing factors, our profit attributable to equity holders increased by `7,187 million or 8.0%, from `90,031 million for the year ended March 31, 2019 to `97,218 million for the year ended March 31, 2020. performance Highlights- IT Services (Figures in ` million except otherwise stated) IT Services Revenues1 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 2019 568,253 178,056 (44,207) (35,690) 4,344 102,503 31.1% 7.8% 6.3% 17.9% Fy 2020 594,041 178,788 (42,412) (29,835) 1,144 107,685 30.0% 7.1% 5.0% 18.1% yoy Change 4.5% 0.4% (4.1)% (16.4)% (73.7)% 5.1% (1.1)% (0.7)% (1.3)% 0.2% 1 For the purpose of segment reporting, we have included the impact of exchange rate fluctuations amounting to `3,208 million and `3,232 million for the years ended March 31, 2019 and 2020, 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. 2 Includes Other Operating Income, which is being included to present the effect from the sale of hosted data center business and Workday and Cornerstone OnDemand business, in the year ended March 31, 2019 and, in the year ended March 31, 2020. 3 Gross margin and segment results as a percentage of revenue have been calculated by including Other Operating Income with Segment Revenue. Revenue: The IT Services segment revenue increased by 4.5%. Revenue for all our industry verticals, except for TECH, grew during the year ended March 31, 2020. The growth was led by three of our industry verticals, BFSI, CBU and ENU. The growth in these industry verticals was a result of increasing our differentiated offerings across our geographic and digital capabilities, as well as depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Pound Sterling and Canadian Dollar. Growth was partially offset by a decline in revenues due to the sale of our hosted data center business, divestment of Workday and Cornerstone On Demand business to Alight Solutions LLC and the negative impact of COVID-19 on our revenues by an estimated `1,055 million to `1,206 million ($14 million to- $16 million). profitability: Our gross profit as a percentage of our revenue from our IT Services segment decreased by 1.1%, primarily because of increases in employee compensation due to salary increases, increase in headcount during the year and depreciation of the Indian Rupee against foreign currencies, including the U.S. Dollar, Euro, United Kingdom Pound Sterling and Canadian Dollar. This was partially offset by a reduction in sub-contracting/technical fees. Selling and marketing expenses: Selling and marketing expenses as a percentage of revenue from our IT Services segment decreased from 7.8% for the year ended March 31, 2019 to 7.1% for the year ended March 31, 2020. In absolute terms, selling and marketing expenses decreased by `1,795 million primarily because of an impairment charge on certain intangibles assets recognized on acquisitions in the year ended March 31, 2019. This decrease has been offset by the increase in travel expense in the year ended March 31, 2020 as compared to the year ended March 31, 2019. General and administrative expenses: General and administrative expenses as a percentage of revenue from our 45 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements IT Services segment decreased from 6.3% for the year ended March 31, 2019 to 5.0% for the year ended March 31, 2020. In absolute terms, general and administrative expenses decreased by `5,855 million, primarily due to charges paid against a one-time settlement of a legal claim against the company in the year ended March 31, 2019. This was offset by an increase in legal and professional fees. Other Operating Income: During the year ended March 31, 2020, we recorded (a) `992 million toward change in fair value of the callable units upon partial achievement of first and second year’s business targets pertaining to sale of data center business, and (b) `152 million toward gain on sale of assets pertaining to the Workday and Cornerstone OnDemand business in Portugal, France and Sweden, as “Other operating income”. As a result of the above, segment results as a percentage of our revenue from our IT Services segment increased by 0.2% , from 17.9% to 18.1%. In absolute terms, the segment results of our IT Services segment increased by 5.1%. In response to COVID-19, we are focusing on various cost optimization initiatives, including: • Re-skilling and re-deployment of our workforce from our existing pool of talent, and new hiring will be done only for business-critical reasons; • Optimization of costs relating to travel, facilities and other discretionary spends like marketing events; • Deferment of annual increases in salary and progression cycles; and • Optimization of our variable workforce (i.e., sub- contractors), including replacing them with our existing internal pool of talent. Customer Size Distribution for IT Services number of clients in year ended March 31, 2019 2020 > $1M > $3M > $5M > $10M > $20M > $50M > $75M > $100M 571 339 262 172 96 41 22 10 574 341 260 166 96 40 22 15 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 2020 and FY 2019. Our revenue performance in all the quarters of FY 2019 and FY 2020 has been within the guidance range. Guided Outlook versus Actuals Quarter ending Guidance Amounts in $ million Achievement in guided currency Reported currency revenue 31st Mar 2020 31st Dec 2019 31st Sept 2019 31st Jun 2019 31st Mar 2019 31st Dec 2018 31st Sept 2018 31st Jun 2018 2,095-2,137 2,065-2,106 2,039-2,080 2,046-2,087 2,047-2,088 2,028-2,068 2,009-2,049 2,015-2,065 2,104.1 2,085.7 2,061.0 2,061.0 2,067.9 2,056.8 2,059.9 2,064.2 2,073.7 2,094.8 2,048.9 2,038.8 2,075.5 2,046.5 2,041.2 2,026.5 46 Annual Report 2019-20 Business Unit Wise performance Business unit Revenue Fy 2019 2,503 Revenue Fy 2020 2,564 (Figures in $ millions except otherwise stated) Growth yoy% in reported currency 2.6% Growth yoy% in constant currency 4.0% Margins Fy 2019 19.3% Margins Fy 2020 18.5% BFSI CBU COMM ENU Health BU MFG TECH Total 1,276 466 1,040 1,075 666 1,094 8,120 1,346 470 1,062 1,090 669 1,054 8,256 6.8% 0.9% 2.4% 2.3% 1.1% (1.3)% 2.5% 8.1% 3.5% 5.4% 2.8% 2.5% -0.6% 3.9% 18.8% 13.5% 9.7% 11.5% 17.9% 20.8% 17.9% 17.2% 15.8% 15.9% 15.4% 19.2% 18.9% 18.1% Geography Wise performance Geo Americas Europe Rest of the World Total Revenue Fy 2019 4,615 2,069 1,436 8,120 Revenue Fy 2020 4,882 1,981 1,393 8,256 (Figures in $ millions except otherwise stated) Growth yoy% in reported currency 7.3% (4.3)% (3.0)% 2.5% Growth yoy% in constant currency 7.6% (1.3)% (0.4)% 3.9% IT products Our IT Products segment accounted for 2.1% and 1.8% of our revenue for the years ended March 31, 2019 and 2020, respectively, and (1.0)% and (0.3)% of our operating income for each of the years ended March 31, 2019 and 2020, respectively. Operating results of the IT Products segment are as follows: 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 (Figures in ` million except otherwise stated) Fy 2020 Fy 2019 12,312 11,010 (255) (168) (623) (1,047) (2.1)% 1.4% 5.1% (8.5)% 120 (274) (128) (282) 1.1% 2.5% 1.2% (2.6)% Revenue: Our revenue from the IT Products segment decreased by 10.6%. The decline was primarily due to our focus on providing IT products as a complement to our IT services offerings rather than sell standalone IT products, and our adoption of a more selective approach in bidding for SI engagements. profitability: Our gross profit as a percentage of our IT Products segment revenue increased by 3.2%, primarily because of optimization in cost of delivery in certain customer contracts and reduction in sub-contracting/technical fees. Selling and marketing expenses: Selling and marketing expenses as a percentage of revenue from our IT Products segment increased from 1.4% for the year ended March 31, 2019 to 2.5% for the year ended March 31, 2020. In absolute terms, selling and marketing expenses increased by `106 million. General and administrative expenses: General and administrative expenses as a percentage of revenue from our IT Products segment decreased from 5.1% for the year ended March 31, 2019 to 1.2% for the year ended March 31, 2020. In 47 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements absolute terms, general and administrative expenses decreased by `496 million primarily on account of decreases in lifetime expected credit loss. As a result of the above, in absolute terms, segment results of our IT Products segment recorded a loss of `282 million for the year ended March 31, 2020 as compared to segment loss of `1047 million for the year ended March 31, 2019. ISRE Our ISRE segment accounted for 1.5% and 1.4% of our revenue for the years ended March 31, 2019 and 2020, respectively, and (1.8)% and (1.7)% of our operating income for each of the years ended March 31, 2019 and 2020, respectively. Operating results of the ISRE segment are as follows: (Figures in ` million except otherwise stated) Fy 2019 Fy 2020 Revenue1 Gross Profit Selling and Marketing expenses General and administrative expenses Operating Income As a percentage of Revenue: (12.6)% Gross Margin 4.4% Selling and Marketing expenses 4.7% General and administrative expenses (21.7)% Operating Margin 1 Finance income on deferred consideration earned under multi-year payment terms in certain total outsourcing contracts is included in the revenue of the 8,400 (1060) (368) (394) (1,822) 8,544 (1382) (294) (153) (1,829) (16.2)% 3.4% 1.8% (21.4)% respective segment and is eliminated under reconciling items. Revenue: Our revenue from the ISRE segment decreased by 1.7%. This was primarily due to scaling down of large engagements and pivoting our ISRE strategy to focus on consulting and digital engagements and to be selective in bidding for SI projects. profitability: Our gross profit as a percentage of our ISRE segment revenue increased by 3.6%, primarily on account of closure of loss-making engagements. expenses: and marketing Selling and marketing expenses as a percentage of revenue from our increased from 3.4% for the year ended March 31, 2019 to 4.4% for the year ended March 31, 2020. In absolute terms, selling and marketing ISRE segment Selling expenses increased by `74 million, primarily due to increase in employee compensation. General and administrative expenses: General and administrative expenses as a percentage of revenue from our ISRE segment increased from 1.8% for the year ended March 31, 2019 to 4.7% for the year ended March 31, 2020. In absolute terms, general and administrative expenses increased by `241 million. This was primarily on account of increase in lifetime expected credit loss. As a result of the above, in absolute terms, segment results of our ISRE segment recorded a loss of `1,822 million for the year ended March 31, 2020 as compared to a loss of `1,829 million for the year ended March 31, 2019. Resource Allocation Strategy 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 Fy 2019 Fy 2020 yoy change (` in millions) 116,316 50,126 (49,369) 117,073 526 158,525 100,643 34,012 (150,998) (16,343) 1,922 144,104 (15,673) (16,114) (101,629) (133,416) 1,396 (14,421) 48 Annual Report 2019-20 As of March 31, 2020, we had cash and cash equivalent and short-term investments of `334,134 million. Cash and cash equivalent and short-term investments, net of total debt, was `256,092 million. In addition, we have unutilized credit lines of `45,404 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 by operating activities for the year ended March 31, 2020 decreased by `15,673 million while profit for the year increased by `7,540 million during the same period. The decrease in cash generated by operating activities is primarily due to increased working capital requirements. This was partially offset by income tax refunds for the previous year received during the year ended March 31, 2020. Cash generated from investing activities for the year ended March 31, 2020 was `34,012 million. The cash generated from sale of investments (net of purchases) amounted to `34,579 million. Cash utilized for the payment for business acquisitions amounted to `10,003 million. We purchased property, plant and equipment amounting to `23,497 million which was primarily driven by the growth strategy of the Company Cash used in financing activities for the year ended March 31, 2020 was `150,998 million as against `49,369 million for the year ended March 31, 2019. This is primarily on account of outflow for an equity share buyback amounting to `105,311 million and increased outflow on account of partial repayment of loans taken for acquisitions. Payment toward the dividend including dividend distribution tax for the year ended March 31, 2020 amounted to `6,863 million. Dividends paid in the year ended March 31, 2020 represents interim (and final) dividend declared for the year ended March 31, 2020 amounting to `1 per share. 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 14 of our Notes to the Consolidated Financial Statements for additional details on our borrowings. As discussed above, cash generated from operations is our primary source of liquidity. We believe that our cash and cash equivalents along with cash generated from operations will be sufficient to meet our working capital requirements as well as repayment obligations with respect to debt and borrowings. Our choices of sources of funding will be driven with the objective of maintaining an optimal capital structure. COVID-19 may have an impact on our cash conversion cycle due to delays in customer payments and may result in increased working capital requirements. However, we believe that we have sufficient cash balances to overcome the incremental increase in working capital requirements. As of March 31, 2020, we had contractual commitments of `14,011 million ($185.8 million) related to capital expenditures on construction or expansion of software development facilities and `17,024 million ($225.8 million) related to other purchase obligations. Plans to construct or expand our software development facilities are determined by our business requirements. We will rely on funds generated from operations and external debt to fund potential acquisitions and shareholder returns. We expect that our cash and cash equivalents, investments in liquid and short-term mutual funds and the cash flows expected to be generated from our operations in the future will generally be sufficient to fund the growth aspirations, as applicable. In the normal course of business, we transfer certain accounts receivables and net investment in finance lease (financial assets) to banks on a non-recourse basis. The incremental impact of such transactions on our cash flow and liquidity for the years ended March 31, 2019 and 2020 is not material. Please refer to Note 19 of our Notes to Consolidated Financial Statements. As of March 31, 2019 and 2020, our cash and cash equivalents were primarily held in Indian Rupees, U.S. Dollars, United Kingdom Pound Sterling, Euros, and Australian Dollars. 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. Cash Dividends: During the year ended March 31, 2019 we declared a dividend of `1 per equity share. The cash dividend paid per equity share during the year ended March 31, 2020 49 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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, 2020. Buyback of equity shares: During the year ended March 31, 2020, we concluded the buyback of 323,076,923 equity shares at a price of `325 ($4.31) per equity share, as approved by the Board of Directors on April 16, 2019 and by shareholders resolution dated June 1, 2019 passed through postal ballot and electronic voting. This has resulted in a total cash outflow of `105,000 million ($1,393 million). As a result of the buyback, our share capital has been reduced by `646 million ($8.57 million). Assessment of key Risks Global Economic and Geo political Risks: We derive approximately 57% of our IT Services revenue from the Americas (including the United States) and 24% 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. Uncertainty relating to the global health pandemic on COVID-19: In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill, intangible assets, and certain investments, internal and external the Company has considered information up to the date of approval of these financial statements including credit reports and economic forecasts. The Company has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. its assessment believes that the The Company basis probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on the effectiveness of its hedges. The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these consolidated financial statements and the Company will continue to closely monitor any material changes to future economic conditions. 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 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. The inability to provide adequate wage increases may result in attrition and impact competitiveness. 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 U.S. 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 50 Annual Report 2019-20 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, 2020, a `1 increase in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately `1,972 million (Consolidated Statement of Income `658 million and other comprehensive income `1,314 million) decrease in the fair value, and a `1 decrease would result in approximately `1,912 million (consolidated statement of income `658 million and other comprehensive income `1,254 million) increase in the fair value of foreign currency dollar denominated derivative instruments. 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 us to significant interest rate risk. From time to time, 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 1% from March 31, 2020, additional net annual interest expense on our floating rate borrowing would amount to approximately `773 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, forward-looking macroeconomic information, 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, 2020 or for revenues for the year ended March 31, 2020. 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 AAA 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, 2020, our cash and cash equivalents are held with major banks and financial institutions. Risk 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 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. We evaluate exchange rate exposure arising from transactions and positions and enter into foreign currency derivative instruments to mitigate such exposure. We follow established 51 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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, 2020 stood at $ 2.7 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 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) Current Ratio (times) Debtors Turnover (times) Free Cash Flow as % of Net Income (% terms) Debt-equity (times) Interest Coverage Ratio (times) F - Favourable A - Adverse Reasons for significant changes: • Our Free Cash flow is computed as operating cash flow less net capital expenditure. Our operating cash flow was lower due to increased working capital requirements during the year ended March 31, 2020. • Return on Networth is computed as Net Profit by average Networth. The increase in the Net income from `90,031 million in FY 2019 to `97,218 million in FY 2020 has resulted in improvement of Return on Networth. Fy 2019 589,060 17.9% 15.3% 14.99 17.0 17.0% 2.7 5.8 106.0% 0.2 17.8 Fy 2020 yoy Change 613,401 18.1% 15.8% 16.67 11.8 17.2% 2.4 5.8 80.7% 0.1 20.6 4.1% F 0.2% F 0.5% F 11.2% F (0.3) A 0.2% F (0.3) A 0.01 F (25.3)% A (0.03) F 2.8 F • Price earnings ratio is computed as Market share price by Earnings per share. The decrease in PE ratio was due to impact of COVID-19 crisis on our share price. 52 Annual Report 2019-20 Human Capital VAlUE CHAIn Our human capital approach integrates 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. We also make sure these policies, processes and systems comply with the laws of the land and international standards wherever applicable. The outcomes of these people interventions are evident in 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. CUlTURE / VAlUES While our company has transformed many times over the years, the Spirit of Wipro – our core values – has been the only constant. It is our true north that connects us with the past and guides us into the future. As we embark on a journey of culture transformation, these values are put into action through the Five Habits, which are essential to drive 53 a growth mindset. The Five Habits are Being Respectful, Being Responsive, Always Communicating, Demonstrating Stewardship and Building Trust. We believe in their combined power to build our culture for tomorrow. Five Habits is a movement at Wipro, championed by the Chairman and driven by our leaders for all employees to embrace. The Five Habits will be introduced in phases over 6 - 9 months. As part of phase 1, we have completed immersive sessions with the top 1000 leaders of our organization as we believe they can spearhead and influence the change. pEOplE STRATEGy Our people strategies are geared towards creating an employee experience through diverse learning opportunities, great careers, a strong employer brand and an empowering and inclusive culture. Our employees find meaning in what they do while they create value for Wipro. pEOplE pROCESSES: kEy HIGHlIGHTS Fy2020 • Hiring and Onboarding: Localization continues to be a strategic focus for our talent agenda, and we have made considerable progress in our key markets in Europe and APAC in FY20. Our comprehensive onboarding program aided by best-in-class systems help assimilate new talent seamlessly within Wipro. 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. • Performance and Talent Management: Our development- focused performance management system is based on the principles of meritocracy, fairness and transparency. Our quarterly review process continues to be a strong platform to encourage candid, constructive and meaningful feedforward discussions between employees and managers. Along with the annual succession planning, there is an annual 360-degree feedback survey where employees in middle and senior level roles receive feedback on 8 qualities from their teams, peers, internal customers, managers, and external customers. • Employee Wellbeing · physical Wellbeing: We are always actively coming up with interventions to enhance the physical wellbeing of our employees, some of the interventions in this regard Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements have been around Health and Safety Risk Assessment, all round safety and security measures including training and sensitization to meet the standard competence required by law in performing ones duties. All campuses maintain a conducive work environment in line with Indian/International standards. A Food Safety Standards Authority of India (FSSAI) license is mandatory for vendors operating within Wipro owned locations in India. All our facilities have safety committees, which meet quarterly and participate in risk assessments, safety inspections, incident investigations and hygiene audits. More than 4000 permanent and contract employees participated in committees on safety, food, transport, etc. across India, to represent the interests of the workforce. · Emotional Wellbeing: With our hectic lifestyles, employees sometimes need additional help and guidance for their emotional wellbeing. Mitr is our employee counseling and support forum in India. In geographies outside India, we have employee counseling 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 follow an integrated approach and provide 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. 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 significantly rewards higher peformance. instituted several global • Employee Experiences, Engagement and Communication: initiatives and We have communication channels to enable employee participation, engagement and feedback. These include All Hands Meets, Yammer blogs and employee connects with senior leadership, podcasts, collaborative platforms like MS Teams, WebEx and more. Employee Experience Survey is the formal mechanism to capture employee feedback, annually. We could not have the 2019-20 survey cycle because of the COVID-19 lockdown. · Digitization and Talent Analytics: We continue to embrace the digital trend, transform our internal systems and find ways to use digitization and talent analytics to drive business outcomes and employee experience. 54 identities towards · Inclusion and Diversity (I&D) – Our I&D charter focuses on gender, persons with disabilities, the LGBTQ+ community, nationalities, underprivileged communities and suppliers. Our definition goes beyond diversity inclusion for all- embracing of diversity of personalities, age, education, parenthood, religion, function, skill etc. Across the spectrum, we remain focused on building a plurality of ideas and on elimination of unconscious bias. We firmly believe in making Inclusion a “way of life” for each individual in the organization. Our values are the cornerstone of our I&D practices. Further, I&D is a key agenda item in our Board reviews. Wipro’s key diversity initiatives include a focus on returning mothers, support for parents, sensitisation and conversations, inclusion of Persons with Disabilities and LGBTQ employees. In our continuous endeavour to build an inclusive workplace, we inaugurated Mitti Caffe which is run by, Persons with Disabilities, at one of our campuses in Bengaluru. • 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 2.7% of our workforce with a further 2.0% under collective bargaining agreements. • Human Rights & Values at Wipro Human Rights related polices and Commitment · Commitment to Human Rights: Wipro is committed to protecting and respecting Human Rights and remedying rights violations when 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 ensure the same. Our Code of Business Conduct (COBC), Supplier Code of Conduct 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 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. · Risk Identification process: We have established committees/processes and formulate strategies to address issues pertaining to compliance, safety and a harassment-free workplace. progress review to Annual Report 2019-20 These processes are periodically reviewed by the top management. We keep our employees informed about these processes regularly through trainings, mailers and internal social media platforms. · 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 end user support and infrastructure support for our customers across India. The duration of engagement varies depending upon the project and role. We have structured induction and eLearning modules on Code of Business Conduct, Prevention of Sexual Harassment (POSH) and Data privacy available to partner employees. In addition, a Chatbot is provided to them to address any queries or doubts on policies and guidelines. As part of our Partner Engagement Program, we conduct periodic partner employee connects at account and region level across India where we address their concerns and queries, take feedback and provide career guidance. - Sensitization on Unconscious Bias: At present, over 1,28,000 employees have undertaken the Unconscious Bias E-module. Additionally, 140000+ employees have been certified through the mandatory Online Assessment module of Prevention of Sexual Harassment. people Results We have a culture of transparent and voluntary reporting include the Business Responsibility Report, the which Sustainability Report, the Dow Jones Sustainability Index, Ethisphere Institute etc. This has strengthened our employer brand and our internal business processes helping to create differentiated people outcomes. 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 Experience Survey (EES) Score – We usually conduct our annual EES survey in March. We could not conduct the EES this year because of the COVID-19 crisis and the challenges associated with it during this timeframe. SDG AlIGnMEnT Sustainable Development Goals (SDG) are the 17 global goals for 2030 adopted by UN member states in 2015. The goals provide a blueprint for peace and prosperity for people and the planet. At Wipro, some of the key SDGs that our programs map to are given below: 55 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Intellectual Capital Intellectual Capital is core to Wipro’s Strategy. It creates value for the customers and drives sustained growth, differentiation, non- linearity and profitability for Wipro. Wipro’s Intellectual Capital comprises scalable domain and technology IPs that are built for high opportunity areas leveraging partners, academia and start-up ecosystem. Wipro has a versatile portfolio of cutting-edge products and platforms, which are designed to transform business operations, increase the speed of change, and reduce the cost of change across industry domains. They are aligned to Wipro’s ‘Digital First’ strategy, focused on the outcomes of Transformation, Modernization, Connected Intelligence, and Trust. They are easily and quickly deployable and offered in flexible and simplified outcome-based and as-a-service commercial constructs. launched an Wipro has 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 across 56 customers, domains and technologies. Great Blue Heron’s HaBBIT Framework is then leveraged to add the solution to the portfolio. Through HaBBIT, the solutions can be commercialized using any of the five ways – Harvest & co-Innovate (Eg. CROAMIS, Pipe Sleuth), Build IP (Eg. VirtuaDeskTM), Buy IP (Eg. Topcoder, Promax), Invest through Wipro Ventures and Technology Themes & Big Bets. Once the solution and development approach is finalized, it can then be funded through the Horizon Program which is designed to identify & incubate disruptive ideas and drive significant growth & differentiation for Wipro from a 2-3 year horizon standpoint. Through this program, Wipro funds development of products, platforms, solutions and competencies. During FY20, we incubated themes like Intelligent Network Automation, Robotics, and Virtual Automation Engineer (a quality assurance and testing product). The Horizon Program also continued investing in software for Autonomous Vehicle operations, AutoInsights, CROAMIS, SmartTwin (Digital Twin), Open Banking API Platform, TopCoder and SDX 2.0 (Software Defined Everything). Wipro has also funded building new and differentiated skills on Servicenow and Anaplan through this program. Ip ASSETS Wipro has a rich portfolio of 60+ enterprise-grade products, platforms and frameworks and has been actively investing in strengthening, enhancing and refreshing the portfolio. Here are some examples: Wipro has invested in enhancing VirtuaDesk™ considering steep increase in demand for remote work place solutions. We have added several key features this year such as hybrid- cloud & multi-cloud capabilities, application performance assurance and application life-cycle management in virtual desktop environment. Wipro HOLMES™ enhanced its end-to-end problem solving capabilities delivering persona-based solutions, targeted at specific stakeholders of enterprises. In line with the changing priorities of our clients, Wipro’s Open Banking platform has been enhanced over the past year with several new product capabilities and toolsets. The platform is strengthened by reimagining the 360-degree relationship with Banks, FinTechs, 3rd parties, Regulators and the overall Open Banking ecosystem emerging across different geographies. Annual Report 2019-20 Wipro has continued its investments in strengthening assets like NetOxygen, Medicare Advantage, Health Plan Services, Promax and Topcoder. Co-Innovation and Open Innovation: Our Open Innovation programs extend our innovation capabilities by coopting an extended innovation ecosystem of startup partners, academia and expert networks. During the year ended March 31, 2020, we expanded our academia research footprint by entering into new research collaboration agreements with multiple universities across the world. Today our research teams work with the University of Texas at Austin, Tel Aviv University, Israel, Swinburne University, Melbourne, IIT Kharagpur, IISc Bangalore, University of Agricultural IIT Madras, Sciences, Bangalore, among others where we cover AI, NLP, encryption, 5G, Blockchain, autonomous vehicles, CV and other critical new technologies. We were successful in incubating new innovative startup partners and in scaling many existing relationships through joint engagements. We also did interesting work with select major consortiums and standards organizations that extend our views and influence in the innovations being developed through their work. Our Robotics practice is developing smart factory solutions using robots, cobots, drones and other technologies that will optimize production lines significantly.. We are digitizing & orchestrating the process for few smart product lines projects, using AI and generating rich analytics that should help reimagine production for the post-COVID normal. We believe that these initiatives will enable the factory of the future. We have also worked on building capability in application of 5G technologies. We are engaging with IIT Kharagpur and University of Oulu on RF, New waveform and precision localization tech. research for 5G and beyond. AutoInsights, a connected vehicle and mobility platform, is a strategic investment from Wipro. Today this platform is used across the globe by various Automotive OEM’s and its ecosystem players helping them maximizing a vehicle’s lifetime value. Recently we have also signed a co-innovation agreement with a motorcycle OEM to customize AutoInsights patented solution to build a very unique and industry-first dealership digitalization experience using connected bike data and voice-enabled smart helmet. Wipro Autonomous Systems team in collaboration with the Indian Institute of Science, focus on research in data annotation, simulation and the navigation algorithms, social driving behavior, explainable AI, and other areas relevant for autonomous vehicle operations. Wipro is also working together with the National Institute of Design, on design aspects of these vehicles. Research Areas and Solutions in Advanced Technology Areas: Topcoder, a Wipro Company, is the world’s largest technology network and on-demand digital talent platform with more than 1.5 million developers, designers, data scientists, and testers around the globe. Topcoder empowers organizations to leverage the flexibility of its key enterprise offerings around Enterprise Crowdsourcing (Design, QA, Dev, Data Science), Talent as a Service (TaaS), and Workforce Transformation (Strategic Consulting). Innovation Centres: Our innovation incubation centers, the Technovation Center at Bengaluru and the Silicon Valley Innovation Center in Mountain View, California, build technology-led innovation to visualize the “art of the possible” in emerging business environments for our customers globally. These Centers bring together an innovation ecosystem, a set of best practices, IP and research and development resources to help our clients develop successful initiatives and hosted around 300+ customers and other visitors over the last year and showcased our best technologies and solutions. patent Filings: Our R&D work has contributed to some significant patent applications during the FY in key technology domains. As has been reported earlier we have been investing in building a focused patent portfolio that protects critical Wipro IP. As of FY20, we have a total of 2301 patents filed in various Patent Jurisdictions across the world, of which 741 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 Govt. of India. Highlights for the year • In the year ended March 31, 2020, Wipro filed 255 patents and currently has approximately 741 registered patents and 1560 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 57 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Social & Relationship Capital companies like ourselves to deliver high quality service on a global scale and at competitive costs. Our comprehensive range of offerings integrate digital solutions through innovative service delivery models and deep industry insights, leveraging our intellectual capital. COVID-19 pandemic accelerated disruption in the global economy, healthcare, higher education, services, small businesses, and the enterprise. At Wipro, our mission is to help customers manage disruption and accelerate their transformation through service offerings such as Topcoder and Wipro’s LiVE Workspace™ Connect. Topcoder is Wipro’s crowdsourcing platform, helping customers in providing resilient, agile, flexible and on-demand workforce. Wipro’s LiVE Workspace™ Connect is a digital workplace offerings, helping customers to take their work force online efficiently and securely. We believe in creating value for the customer over and above the contractual obligations. This is based on relationships built in the spirt of trust and collaboration. Active engagement at multiple levels is critical to meet and understand the expectations of our customers. Our processes like Program CSAT, Quarterly Pulse Surveys and the Annual CSAT conducted through third party surveys capture The Voice of the Customer 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. We are collaborating with our customers on delivering on our commitments. Nearly 90% of the employees are working from home and continue to serve clients without interruption. We provided laptops with enhanced cybersecurity to employees to work remotely and deployed various virtual communication tools for managers to track employee welfare, productivity and customer delivery service progress. The key material issues for our customers continue to be Data privacy, IT Security and our approach on sustainability. 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. An organizations societal license to operate is influenced by its perspective and approach towards being a responsible citizen. For this it has to adopt an engagement that encompasses its key stakeholders - customers, business partners, vendors, employees, investors, communities and civil society. To this we also add another key stakeholder– future generations, which helps bring in a long term perspective of the unrepresented future generations. We talk about each of these stakeholders in brief below. CUSTOMERS Fast-evolving technology and societal landscapes, macro economic environments and the emergence of newer business models have created a need for enterprises to look for strategic partners to advise, design and execute their technology transformation and support programs. Large multinational enterprises are engaging global IT Services 58 Annual Report 2019-20 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. 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 and containment measures across our systems. As per the investigations, there is no evidence of data breach or data loss reported. In addition, we had commissioned an independent assessment by a third party. The assessment has been completed and the independent third party has confirmed that they found no evidence of any risk and also that the remediation controls implemented by Wipro are effective. Sustainability Related Aspects: We have 100+ of our customers who are part of independent raters like CDP, Ecovadis, and industry led consortiums (JAC, Quest) that assess company’s performance on sustainability related aspects like human rights, environment, supply chain, labor practices, etc. SUpplIERS The supplier ecosystem of Wipro can be broadly categorized into two heads – the ‘primary supply chain’ by which we mean extended workforce involved in core delivery of IT Services and Solutions (refer the Human Capital section); and product or services suppliers or ‘secondary supply chain’ 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. 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. It is compulsory for all our vendors to submit a signed copy of Wipro COBC/Supplier Code of Conduct (SCOC). is an Equal Opportunity employer and strongly Wipro advocates the same through its supply chain by encouraging supplier diversity. Our engagement with suppliers focus on improving the capabilities of suppliers in managing their sustainability performance. We have identified manpower service providers in civil, operations and support services as being significant in terms of social impacts. Similarly, providers of electricity, water, waste management and IT Software and hardware and civil have large environmental footprints and are therefore material to our strategy to reduce our environmental impact. Summary of supplier sustainability engagement Socio-economic Impacts: It is compulsory for all our vendors to acknowledge and accept the Wipro Supplier Code of Conduct (SCOC). High Risk Vendors (HRV) identified based on geography, nature of service and engagements where they interact with government on behalf of Wipro go through additional checks and balances during processing for key words like government payments, miscellaneous expenses, 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. Environmental Impacts: Based on natural capital valuation, in purchased goods and service category, we identified most of the impacts are concentrated down the value chain of Wipro’s direct suppliers. Of the total impact across tiers, tier 1 constitute 23%, tier 2 – 45% and rest is from tier 3 suppliers. We engage with tier 1 suppliers in improving their sustainability performance so that they are able to cascade these practices down their supply chain. Summary of initiatives in IT products and services In 2019, we purchased more than 108,400+ EPEAT Gold and over 590 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 25.9 million kWh of energy over the lifetime of products. Till date we have migrated 6300 users from traditional physical desktop to Virtual Desktop Infrastructure (VDI). This has led to reduction in energy consumption, easier operations and cost saving. 59 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Through proactive maintenance and upgrades, we have been able to reutilize 27% of the assets – desktops and laptops post their scheduled end of life. During the reporting year, we saved 3 million papers in printing and `2.3 million in cost due to duplex savings through Managed Print Services Model - outcome-based model where Wipro’s printing services are managed through an independent third party. InVESTORS Wipro’s 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. In FY20 we conducted 5 road shows and held 252 investors meetings & calls; 11 conferences and 4 earning conference calls. In addition, 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 DJSI 2019 for the tenth year in succession and 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 part of FTSE4Good and are a Global Sector leader. COMMUnITIES AnD CIVIl SOCIETIES 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 three dimensions: Education, Community Care and Ecology. Our programs on Ecology are covered in Natural Capital Section Key highlights of the program till date and for the year is in Sustainability Highlights section of this report on Page 14 Our key programs in Education: Our work in education covers a range of initiatives in school and higher education in India and overseas. The common vision that ties this together is our belief that good education is a primary enabler of change towards a better society. Systemic reforms in School Education: Since 2001 we have been working on issues of systemic reform in school education in India on two fronts (a) to support the development and strengthening of good organizations working in this space and (b) to support organizations working in other developmental areas like livelihoods or healthcare and encourage them to expand their work to school education. Education for underprivileged children The program 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. Education for Children with Disability: The program supports the educational and rehabilitative needs of children with disabilities from underprivileged backgrounds. Going beyond 60 Annual Report 2019-20 just schooling, our approach tries to integrate enabling factors like availability of nutrition, community support, specially trained teachers, assistive technology, access to healthcare etc. Our work in this space covers multiple categories of disabilities and focuses on early intervention and inclusive education. Wipro Science Education Fellowship program in USA: Started in 2012, the Wipro Science Education Fellowship (SEF) is a two-year program designed to improve individual teacher practice, foster teacher leadership opportunities and create a district corps of teacher leaders supporting sustainable positive changes in science education. Wipro Science Education Fellowship program in Uk: Started in 2019, we work with Kings College London to offer UK’s first Master’s program in STEM education. We work with Sheffield Hallam University to provide rigorous continuous professional development to STEM teachers through Wipro Teacher Fellowship and Wipro Teacher Mentor programs. Sustainability Education: Wipro Earthian, started in 2011, is our flagship program that brings together two of our key concerns, Education and Sustainability, into a nation-wide initiative for schools and colleges. Wipro earthian runs in two phases – the Wipro earthian “a” nation wide outreach program and the Continuous Engagement Program (CEP). Technology Education: Wipro Academy of Software Excellence (WASE) program run in partnership with the Birla Institute of Technology & Science (BITS), Pilani, India, helps Science graduates to study for a Master’s degree in Software Engineering. Wipro Infrastructure Management School (WIMS) is another program with BITS Pilani, to develop and nurture an exclusive talent in IT infrastructure business, keeping the Cloud Computing as the technology theme. Wipro Software Technology Academy (WiSTA) is run in collaboration with Vellore Institute of Technology (VIT) for data science graduates to offer some specific courses like Data Science, VLSI and Embedded and Information Technology programs. Talentnext: The program offers Digital Technology courses to faculty members of Engineering Colleges for 2 weeks on Industry relevant skills and certify them. They in turn leverage our course contents, platform, assignments, case studies and assessments to train their 6th semester students as part of the curriculum. The students trained by these faculty have to go through a 250-hour self-directed learning and must qualify coding challenge to participate in Wipro’s campus selection process. 61 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 channelled through Wipro Cares, a unique platform that is based on the operating model of employee contributions which are matched 1:1 by Wipro Limited (for COVID-19 contributions the matching is 2:1). Our work spans across following domains: primary Health Care: We works with partners who provide quality primary health care services to extremely disadvantaged communities in Nagaland, West Bengal, Karnataka, Delhi and Maharashtra. Through our projects we address the issues related to maternal and child health, adolescent health, nutrition, community hygiene and sanitation, preventive and curative care, health education & counseling. Disaster Rehabilitation: 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. In past two years, we initiated disaster rehabilitation programs for Kerala floods in 2018 and Cyclonic Strom Fani in 2019. Community Ecology: Our project in agro-forestry in rural Tamil Nadu help implementing integrated farming practices. Our projects in urban solid waste management at Bengaluru and Mysore provide comprehensive in effectively farmers Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements skills upgradation and social, nutritional and health security to workers in the informal sector of waste. The power of engaged employees 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. Wipro employees are currently engaged with Wipro Cares either through volunteering or by way of monetary contributions or both. In FY 2020, 23000 Wipro employees contributed monetarily and +14,000 employees from nearly 40 chapters in India collectively spent around 44,000 hours in voluntary engagement on a wide range of community and environmental initiatives. International Chapters Our employees across the world are keen and enthusiastic participants in local community initiatives. In 2019, through Sprit of Wipro (SoW) Run, more than 13,000 Wipro employees from across the globe contributed for their local charities. In North America, through First Book program +150 Wipro employees volunteered hundreds of hours and distributed more than 13,000 books impacting more than 1,000 at- risk and rural students. Other initiatives are disaster rehabilitation in Australia, biodiversity conservation in Spain, health care in Europe & US, food drives in Brazil & US and education for disadvantaged children, particularly children with disabilities in Philippines. Our response to COVID-19 pandemic Wipro Enterprises Pvt Ltd has committed ` 100 crore towards tackling the unprecedented health and humanitarian crisis arising from the COVID-19 pandemic outbreak. Actions are being taken for a comprehensive on-the-ground response in specific geographies, focused on immediate humanitarian aid, and, augmentation of healthcare capacity, including containing and treating those affected by the COVID-19 outbreak. Humanitarian Support: Our focus is on the immediate provision of food, dry rations, water, basic medicines and safety kits, etc. for the marginalized communities that are currently bearing the brunt of loss of livelihoods and jobs. Healthcare Support: Our focus is on augmenting the capacity of our healthcare system to respond effectively at scale, with the urgency the situation demands. We are working with a network of partner organizations on a whole range of interventions starting from the first line of defence like the supply of sanitizers, masks and other essentials, to supporting the build-up of capacity in our health systems - such as Personal Protection Equipment (PPEs), Testing Kits, Ventilators, Isolation Units etc. In parallel, we are also trying to ensure that primary healthcare services continue to be available for the disadvantaged communities in the locations we operate in. These responses are being carefully coordinated with relevant government institutions and will be executed in an integrated manner by Wipro, Wipro Enterprises Pvt Ltd. and the Azim Premji Foundation. 62 Annual Report 2019-20 natural capital Natural capital refers 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. Wipro’s approach to Natural Capital 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. GoveRnance Sustainability governance is informed by our strategic choice to work across both dimensions – business operations and with the larger community. The former is about ensuring that the ecological footprint of its operations is minimized and the organization fulfils its essential regulatory duties, and runs its business with integrity. The latter dimension goes beyond the boundaries of the organization and contributes towards development of the larger community. All key organizational stakeholders, right from the board, executive leadership and different functions have defined 63 responsibilities related to planning, execution, review, evangelization and advocacy of the sustainability charter. 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 internal and external audits. ManaGeMent appRoach 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 forms Our Ecological Sustainability Policy, available at https:// www.wipro.com/content/dam/nexus/en/sustainability/pdf/ ecological-sustainability-policy.pdf 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 were one of the early adopters of Green Building Design. We strive to maintain the same standards in the maintenance of our facilities. Our newer campus facilities are IGBC LEED certified. We also monitor Indoor air quality as per international standards of ISHRAE. 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 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements GHG footprint including employee commute and business travel footprint. 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. Over the past year, we have undertaken a comprehensive Climate change Risk Assessment program, encompassing both physical and transitional risks, for our major operational locations across the globe, covering India (12 cities), China, Philippines, Germany, Romania, the UK and the US. This has been carried out for two scenarios (based on the IPCC defined RCP 4.5 and RCP 8.5) covering medium to long term (2030- 2050) time frames. In both scenarios, we see an increased probability of higher incidence of water stress, hot days and heat waves across cities. For the coastal cities of Mumbai, Chennai, Kolkata and Vizag we see a high probability of increased rainfall events leading to urban flooding while there is the increased likelihood of adverse health impacts due to Air Pollution in the NCR region. The study has also been used to estimate the extent to which we could witness reduction in employee productivity and increase in absenteeism due to these physical risks. Other operational impacts include those on account of changing regulations in the areas of renewable energy, carbon taxes, green buildings, water management and a shift away from fossil fuel based transport. Outside India, we see increased physical climate risks for our operations in Philippines, China, Romania and the U.S due to floods and cyclones and while Germany and U.K are primarily exposed to transitional risks due to policy and regulatory changes. Based on a health survey carried out as part of the study with employees, we see emerging linkages to heat- induced health issues as well as seasonal vector borne diseases. These adverse heat impacts are likely to increase in the future, particularly in cities of Delhi, Noida, Mumbai and Vishakhapatnam which are likely to see an increase in extreme heat conditions. Furthermore, the impacts of vector-borne diseases could become more severe in the cities of Chennai, Mumbai, and Kolkata, where we are likely to see increase in rainfall and urban flooding. These impacts may again contribute to a decrease in the productivity of our employees. Finally, the study also illustrates how climate change induced financial impacts to our global customers across sectors could likely lead to contraction in their spends on IT services. For instance, business loss due to climate change induced financial impacts to energy and utilities sector customers. Going forward we plan to incorporate the findings of the study into our BCP framework. In the assessment of risks, climate change attribution is still an evolving science. We recognize this fact when evaluating climate risks to our business and the linked fact that such risk assessment will be based on a number of best-fit assumptions. The precautionary principle though requires that we recognize these risk-outcomes formally and as rigorously as possible. Our endeavor going forward therefore will be to continually refine and improve the methodology and approaches used in climate risk assessment. 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 Targets: We have set Science Based Targets for Scope 1, Scope 2 and Scope 3 till 2030 that are based on the well below 2 degree temperature goal. Further, work on aligning our targets with 1.5 degree temperature goals is in progress. 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 2017 to FY 2022: 64 Annual Report 2019-20 a. Emissions reduction of 14% in absolute Scope 1 and 2 GHG emissions 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 120 million units e. Absolute reduction of 10% in Scope 3 emissions for Business Travel, Employee commute and Upstream fuel and energy related emissions. pERFORMAnCE AGAInST GOAlS Absolute Emissions: The absolute Scope 1 and 2 emissions (India) for FY 2020 has increased by 17.6% from 117,290 to 137,930 tonnes. This is primarily for few reasons –reduction in RE share by 22% for reasons mentioned later in this section, with concomitant increase in grid electricity as well as increase in share of diesel generated electricity by 9.5%. The dashboard below provides a summary of our Global and India GHG emissions, including data centres. 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.) Fy2018 Fy2019 53,470 152,361 4,208 113,082 Fy2020 2,458 135,472 Data Centers Office Emissions Intensity: Our India office space emissions intensity (Scope 1 and Scope 2) is at 87.20 Kg CO2 eq. per Sq. Mt. per annum, up by 22% from FY 2019. Concomitantly the global people based emissions intensity has also increased by more than 9.8% to 0.932 tons per person per annum. Energy Consumption: The overall energy consumption from Scope 1 and 2 boundaries (operational and financial control) is 915.3 million Mjoules, compared to 900.8 million Mjoules in the previous year, a marginal increase of 1.5%. The total energy consumption, electricity and back-up diesel generated, for office spaces in India is 223.7 million units (including leased spaces globally this is 297 million units). Data centers in India contribute to another 5.7 million units. For India operations, about 84.5 million units constituted renewable energy procured through PPAs (Power Purchase agreements) with private producers. Of this 73.6 million units is with green attributes (zero emissions). Another 10.8 million units is from renewable resources for our downstream leased space. Energy Intensity: EPI for owned office spaces, measured in terms of energy per unit area has been nearly flat at 144 KwH units per sq. meter per annum. The absolute energy has marginally increased by 0.63% for the reporting year. Scope 3 Emissions: Our total scope 3 emissions for FY2020 is 421,526 tons of CO2 eq, which accounts for 75% of our total footprint. Out of the 15 categories of scope 3 reporting as per the new GHG corporate value chain standard, we are currently report on all of the 8 categories applicable to us. The table below shows comparison for Business Travel, Employee Commute and Upstream fuel and energy emission category for last three years – these contribute to 50% of our overall emissions Fy2018 315,254 Fy2019 273,638 Fy2020 281,213 Total Emissions: The overall emissions across all scopes is 559,456 tonnes. Within this, the main contributors to our GHG emissions are: Electricity – Purchased and Generated (23.6%), upstream fuel and energy emissions (13%), Business Travel (22.1%) and Employee Commute (15.1%). Leased office spaces contribute to 7.1% of emissions. 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 (AHUs), integrated design and monitoring platforms. The Global Energy command centre aggregates Building Management System inputs on a common platform to optimize operational control and improve energy efficiency. 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 2020, we have 10155 virtual 65 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements servers (6750 in March 2019) running on 409 physical servers which contributes to an energy savings of approximately 45.6 million units in the reporting year. The savings showed an increase of 53% over the previous year. Our current Virtual Desktop Infrastructure (VDI) capacity is 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. 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 120 million units (based on per capita consumption). RE procurement: For the reporting period of FY 2020, RE purchase contributed to approximately 84.5 million units or 35% of our total India energy consumption, out of which 11 million units is for downstream leased spaces. Our RE consumption this year has reduced due to external reasons like load shedding and grid failure leading to less evacuation in few states. 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 1.57 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 22% of our overall emissions footprint. This includes travel by air, bus, train, local conveyance and hotel stays. We have seen an increase in emissions by 5.1% as compared to FY2019 – though over the three year period between FY2017 and FY2020 we have reduced emissions by 9.8%. Employee Commute: Employees have various choices for intra-city commuting. In addition to company arranged transport (33%), employees owned cars & two wheelers contribute to 16% and public transport account for the balance 51%. Over a three year period (FY2017-FY20) our employee commute emissions reduced by 20.9%. 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 carpooling initiative now has over 1 Lakh registered users across locations. Around 22.7 Million kms of rides were shared in the reporting year saving 4900 tons of CO2 equivalent emissions, more than double from the previous reporting period. We became the first major Indian business to join EV100, a global initiative by The Climate Group , in our commitment to transition our global fleet to electric vehicles (EVs) by 2030. In the current year ,we launched the program in 4 more cities and clocked 3.4 Million Kms across 63,000 trips saving around 850 tons of CO2 eq. WATER EFFICIEnCy AnD RESpOnSIBlE USE 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 dimensions. Water Efficiency: 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 in proximate communities, especially Water Responsibility: To ensure responsible water in management 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 930 litres per month as compared to 951 litres in FY 2018, an improvement of 2.2%. Freshwater consumption has seen an increase of 6.75% from last year to 1621 million litres essentially due to leakages from aging underground pipeline network at two locations. Real-time monitoring pilots are being implemented in two of our campuses. Water free systems (where applicable), smart metering, optimizing heating and cooling and recycling of blow down are other initiatives being explored. We have achieved 12.5% reduction in absolute fresh water consumption from FY 2016 . We recycle 1,118 million litres of water in 27 of our major locations (vs 1,090 million litres in FY 2019) using Sewage Treatment Plants (STPs) and ultra-filtration units. Recycled water represents 41% of our total water consumption. The amount of recycled water as a percentage of freshwater extracted is around 70%. We have completed 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 mostly in our landscapes and for general cleaning – the quality is equivalent to freshwater (Less than TDS of 1000). Our water recycling initiatives have cumulatively saved 5190 million liters of water over a 5 year period. 66 Annual Report 2019-20 Freshwater use-India Offices: Fy2018 1,514,703 Fy2019 1,518,934 Fy2020 1,621,501 1.005 0.991 0.957 0.951 1.044 0.930 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 and industrial bodies supplied water, in-situ ground water and harvested rain water – with the first two sources accounting for nearly 92% of the sourced water. Water purchased from private sources is primarily extracted from ground water. Not surprisingly, ground water contributes to nearly 60% of our total freshwater consumption across cities in India. Our urban/ peri-urban facilities located in three states – Karnataka, Tamil Nadu and Telengana, are located in water stressed basins. The water supplied by the municipal bodies is sourced primarily from river or lake systems. The table below provides parentage of water sourced from different freshwater sources during the reporting year. b. Reducing materials impact through recycling and reuse c. Arranging for safe disposal of waste that goes outside our organizational boundaries. To operationalize our strategy, we segregate and monitor waste processing across 13 broad categories and nearly 40 sub categories. Total waste disposed during FY 2020 was 5,057 tons – a reduction of 18.5% compared to the previous year. This is primarily due to reduction of construction and demolition (C&D) debris, mixed metals and scrap and wood/lumber by around 870 tons due to completion of renovation work and initiatives to reduce packaging waste. 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 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. Our effective safe disposal , excluding landfill, is hence 97%. Waste Management Summary (Excluding C&D) Recycle - 81% Landfill - 3 % Other Methods - 10 % Incineration - 6 % Private Water - 52% Municipal Water - 40 % Ground Water - 7 % Rain Water Harvested - 1 % pOllUTIOn AnD WASTE MAnAGEMEnT 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. URBAn BIODIVERSITy 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. The twin primary aims of our campus urban biodiversity program have been to build on them as platforms for wider education and advocacy. One of our goals has been to convert five of our existing campuses to biodiversity zones Our first flagship project in biodiversity was the unique Butterfly Park and wetland biodiversity zone that uses recycled water and excess flood water at the Electronic City campus in 67 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Bengaluru. The wetland area now has 106 species of plants across nine thematic areas– integrated across a walking trail with engaging signages. Similarly the Pune project also has more than 300+ native species across five thematic gardens – Aesthetic and palm garden, Spring garden, Ficus garden, Spice and Fruit garden.. 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 a perspective of our place in the world around. We also have drafted a set of biodiversity management guidelines for adoption across our campuses. URBAn RESIlIEnCE Collaborative advocacy on water: Our long term projects on Urban Water in cities are providing key policy insights and levers for citizen engagement and advocacy on ground water management and its relationships to surface water flows and water bodies like lakes/tanks and wetlands. We bring together hydrogeologists, academia, government, citizen groups for a nuanced understanding of issues catalysing citizen action on the ground. In Bengaluru over the last four years, we have extensively worked in two peri-urban geographies with different land use and demographic profiles. We have now initiated a similar long term program in Pune – which includes citizen led mapping of ground water data and creating institutional capacity with government and other players for revival and rejuvenation work. In the year we also hosted a two day program in Hyderabad on urban water – a workshop followed by an open fair for citizens on water management. Collaborative advocacy on Biodiversity: Our participation in advocacy on biodiversity issues is through CII’s IBBI (India Business and Biodiversity Initiative) and the Leaders for Nature program from the India chapter of International Union of 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. Collaborative advocacy on Waste: We supported a study to understand the contribution of informal economy to waste and material recycling in India and their perspectives . A book publication , based on the study, has been released. We also supported the art work for a solid waste knowledge center ‘Swacha Kalika Kendra’ in Bangalore. BEnGAlURU SUSTAInABIlITy FORUM (BSF) This forum was set up in early 2018 and convened by Wipro along with the National Center for Biological Sciences. In the reporting year, the forum continued to participate in dialogues, facilitate conversations around a sustainable future and partner with other institutions. In the year, we partnered with Science Gallery, Bengaluru on their first interactive exhibition “Submerge” at Bangalore International Center and hosted 9 events in the city. We also partnered with Indo-Germany Energy Forum (IGEF) and the German Consulate General on ‘Energy Transition’ traveling exhibition. We extended our support to 8 new small grant proposals in the areas of urban water, waste and biodiversity - with this we have supported 19 such projects till date. WIpRO’S nATURAl CApITAl VAlUATIOn pROGRAM Total environmental cost relating to Wipro’s operations and supply chain (tier 1) was equal to 110 million USD in FY 2019 (168 million across all tiers USD in FY18). This accounts for 8.5% of our profit and nearly 1.3% of revenues for the FY19. The difference in valuation between two years is due to change in methodology for calculating impact. In FY 19 valuation, the methodology uses social cost of carbon based on higher discount rate for developing countries and low discount rate for developed countries – overall a 3% discount rate was used. For calculating the impact due to air pollution only human health Impacts were considered as they contribute to 95% of total impact from air pollution. Land use valuation was based on net change in economic value due to loss of ecosystem service and was calculated only for the electricity procured from the grid mix, since for the direct operations land use change is not considered to be a material impact. For calculating impact due to water consumption the following factors were taken into consideration – impact on human health, incidence infectious disease and impact of energy consumption. In FY 19, Air Pollution (38%), GHG emission (26%) and land use change (25%) contributed the most. The operational footprint (including business travel and employee commute) accounted for 36.2 million USD of Wipro’s total environmental cost in FY 2019. In supply chain, fuel and energy related activities accounted for 32 million USD and purchased goods and services accounted for 37 million USD 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 6.54 million USD –were energy efficiency related activities, renewable energy procurement and water recycling. Valuation for FY 2020 is unlikely to vary significantly different and will be completed in July 2020. 68 Annual Report 2019-20 Board’s Report On behalf of the Board of Directors (the “Board”) of the Company, it gives me immense pleasure to present the 74th Board’s Report, along with the Balance Sheet, Profit and Loss account and Cash Flow statements, for the financial year ended March 31, 2020. On a consolidated basis, our sales increased to ` 610,232 million for the current year as against ` 585,845 million in the previous year, recording an increase of 4.16%. Our net profits increased to ` 97,718 million for the current year as against ` 90,179 million in the previous year, recording an increase of 8.36%. I. Financial Performance The standalone and consolidated financial statements for the financial year ended March 31, 2020, 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 standalone basis, our sales increased to ` 503,877 million for the current year as against ` 480,298 million in the previous year, recording an increase of 4.91%. Our net profits increased to ` 86,807 million in the current year as against ` 76,140 million in the previous year, recording an increase of 14.01%. Key highlights of financial performance of your Company for the financial year 2019-20 are provided below: Sales Other Operating Income Other Income Profit before Tax Provision for Tax Net profit for the year Other comprehensive (loss)/income for the year (` in millions) Standalone Consolidated 2019-20 2018-19 2019-20 2018-19 503,877 480,298 610,232 585,845 193 940 1,144 4,344 24,766 25,686 27,250 26,138 110,077 98,705 122,519 115,422 23,270 86,807 (4,284) 22,565 76,140 1,246 24,801 97,718 4,257 25,243 90,179 800 Total comprehensive income for the year 82,523 77,386 101,975 90,979 Total comprehensive income for the period attributable to: Minority Interest Equity holders Appropriations Dividend Corporate tax on dividend distribution EPS * - Basic - Diluted - - 653 251 82,523 77,386 101,322 90,728 5,713 1,174 14.88 14.84 4,524 930 12.67 12.64 5,689 1,174 16.67 16.63 4,504 930 14.99 14.95 * In FY 2019-20, EPS growth is higher than Net profit growth largely on account of reduction in number of equity shares due to buyback. 69 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Dividend India Pursuant to Regulation 43A of the Securities and Exchange Board of (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, your Company’s dividend track record, usage of retained earnings for corporate actions, etc. is available on the Company’s website at The policy https://www.wipro.com/investors/corporate-governance. Pursuant to the approval of the Board on January 14, 2020, 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 27, 2020, being the record date fixed for this purpose. The Board did not recommend a final dividend and the interim dividend of ` 1/- per equity share declared by the Board in January 2020 was considered as the final dividend for the financial year 2019-20. Thus, the total dividend for the financial year 2019-20 remains ` 1/- per equity share. Your Company is in compliance with its Dividend Distribution policy as approved by the Board. Buyback of Equity Shares Pursuant to the approval of the Board on April 16, 2019 and approval of shareholders through special resolution dated June 1, 2019 passed through postal ballot/e-voting, your Company concluded the buyback of 323,076,923 equity shares of face value of ` 2/- each at a price of ` 325/- per equity share, for an aggregate amount of ` 105,000 million, The buyback was made from all in September 2019. existing shareholders of the Company as on June 21, 2019, being the record date for the purpose, on a proportionate basis under the tender offer route in accordance with the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 and the Companies Act, 2013 and rules made thereunder. Transfer to Reserves Appropriations to general reserve for the financial year ended March 31, 2020 as per standalone and consolidated financial statements are as follows: (` in millions) Standalone 86,807 Consolidated 97,223* 481,852 552,158 (414) - (872) - 453,110 541,790 Net profit for the year Balance of Reserve at the beginning of the year Adjustment on adoption of Ind AS 116 Transfer to General Reserve Balance of Reserve at the end of the year * excluding non-controlling interest For complete details on movement in Reserves and Surplus during the financial year ended March 31, in 2020, please refer to the Statement of Changes Equity in the Standalone and Consolidated financial statements on page nos. 150 to 151 and 216 to 217 of this Annual Report respectively. included Share Capital During the financial year 2019-20, the Company allotted 2,498,925 equity shares consequent to exercise of employee stock options. Your Company also extinguished 323,076,923 equity shares consequent to buyback in September 2019 and reduced the paid-up equity share capital by ` 646 million. Consequently, the paid-up equity share capital of the Company as at March 31, 2020 stood at ` 11,426,714,780/- consisting of 5,713,357,390 equity shares of ` 2/- each. 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 nos. 275 to 278 of this Annual Report. The statement also provides details of performance and financial position of each of the subsidiaries. related Audited financial statements information and other reports of each of the subsidiary companies have also been placed on the website of the Company at https://www.wipro.com/investors/annual-reports/. together with Your Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the fund requirements, through equity, loans, guarantees and other means to meet working capital requirements. 70 Annual Report 2019-20 During the financial year 2019-20, your Company has carried out restructuring of its following subsidiaries: a) Dissolution of Wipro Retail UK Limited and Liquidation of Appirio GmbH b) Merger of Frontworx Informationstechnologie GmbH with and into Cellent GmbH c) Merger of Digital Aps with and into Designit A/s Particulars of Loans, Advances, Guarantees and Investments Pursuant to Section 186 of the 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. II. Business and Operations Your Company is a global information technology services firm, with employees across 55 countries and serving enterprise clients across various industries. 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 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. Your Company’s 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 application design, development, integration, re-engineering and maintenance, systems package infrastructure services, analytics services, business process services, research and development and hardware and software design to leading enterprises worldwide. implementation, global Your Company’s 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. 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. 71 Your Company’s ISRE segment consists of IT Services offerings to organizations owned or controlled by the Government of India and/or any Indian State Governments. Your Company’s ISRE strategy focuses on consulting and digital engagements, and it is selective in bidding for SI projects with long gestational periods. The COVID-19 pandemic has savaged human lives and livelihood, presenting a magnitude of crisis that the modern global society has not confronted. This will have a lasting impact on the business environment which will cause acceleration in adoption of technology, disruption in global supply chains and several other changes to the global order. Your Company’s customers will evaluate whether their technology stack & business processes provide them the necessary agility, adaptability and resilience. Need for social distancing and strenuous health protocols will be central to any operating model and will be a key factor that will expedite the adoption of automation, autonomous and low or no human touch or contactless ways of working. Your Company sees a surge in demand in the near term for enterprise efficiency offerings such as cloud, virtual workplace, robotic process automation and cyber security services. Further information on your Company’s IT services and products offerings, business strategy, operating segments overview and business model are presented as part of the Management Discussion and Analysis report (“MD&A Report”) from page no. 26 onwards. Outlook 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 Strategic Review Report 2020 published by NASSCOM, IT export revenues from India grew by 8.1% to an estimated $147 billion in fiscal year 2020. The markets your Company serves are undergoing a massive disruption due to the outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues to evolve and the effects on such markets remain uncertain. The outlook going forward will depend, in addition to other factors, on how COVID-19 continues to affect the global economy. regarding information Further impact of COVID-19 and various steps taken by your Company are provided as part of the MD&A Report from page no. 26 onwards. the potential Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Acquisitions, Divestments and Investments Acquisitions are a key enabler for driving capability to build industry domain, focus on key strategic areas, strengthening 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. TechneGroup In October 2019, your Company acquired US based International and its subsidiaries. ITI is a global digital engineering and manufacturing solutions company and a world leader in Computer Aided Design (CAD) and Product Lifecycle Management (PLM) interoperability software services. Incorporated (“ITI”) Inc., and In February 2020, your Company acquired Rational full-service, Interaction, technology enabled, strategic and creative digital customer experience (CX) company that executes multi-channel digital experiences for customer-centric brands. its subsidiaries, a In June 2019, your Company sold its remaining 11% equity holding in WAISL Limited (“WAISL”), which was a joint venture between Wipro Limited and Delhi International Airport Limited, to Antariksh Softtech Private Limited and has consequently exited the joint venture. Further, your Company also completed the divestment of Wipro’s Workday & Cornerstone OnDemand Business in Portugal, France and Sweden to Alight Solutions LLC and its group companies. Wipro Ventures, the strategic investment arm of Wipro, announced a $150 mn Fund II in January 2020, making it a $250 million fund that invests in early to mid-stage enterprise software startups. As of March 31, 2020, Wipro Ventures has active investments in and partnered with 14 startups in the following areas – Artificial Intelligence, Business Commerce, Cybersecurity, Data Management, Industrial IoT, Fraud & Risk Mitigation, Cloud Infrastructure and Testing Automation. In addition to direct investments in emerging startups, Wipro Ventures has invested in five enterprise-focused venture funds: B Capital, TLV Partners, Work-Bench Ventures, Glilot Capital Partners and Boldstart Ventures. In April 2020, Wipro Ventures has divested its stake in Emailage Corporation and CloudGenix. February 6, 2017, your Company has adopted salient features of Integrated Reporting prescribed by the International Integrated Reporting Council (‘IIRC’) as part of its MD&A Report. The MD&A report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable, are presented from page no. 26 onwards 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 its 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 page nos. 336 to 342 of this Annual Report. III. Governance and Ethics Corporate Governance in adopting best practices of Your Company believes corporate governance. Corporate governance principles are enshrined in the Spirit of Wipro, which form the core values of Wipro. These guiding principles are also articulated through the Company’s code of business conduct, Corporate Governance Guidelines, charter of various sub-committees and disclosure policy. As per Regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from V. Sreedharan & Associates, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is provided at page no. 115 onwards. Board of Directors Board’s Composition and Independence Your Company’s Board consists of global leaders and visionaries who provide strategic direction and guidance to the organization. As on March 31, 2020, the Board comprised two Executive Directors, six non-executive Independent Directors and one non-executive non independent Director. 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 Definition of ‘Independence’ of Directors is derived from Regulation 16 of the Listing Regulations, NYSE Listed Company Manual and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations 72 Annual Report 2019-20 under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. The Board, after undertaking assessment and on evaluation of the relationships disclosed, considered following Non-Executive Directors as Independent Directors: the a) Mr. M. K. Sharma b) Mrs. Ireena Vittal c) Mr. William Arthur Owens d) Dr. Patrick J. Ennis e) Mr. Patrick A. Dupuis f) Mrs. Arundhati Bhattacharya All Independent Directors have affirmed compliance to the code of conduct for independent directors as prescribed in Schedule IV to the Companies Act, 2013. For the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, there were no independent directors appointed during the year ended March 31, 2020. List of key skills, expertise and core competencies of the Board is provided at page no. 117 of this Annual Report. Meetings of the Board The Board meetings are normally held on a quarterly basis and scheduled over two days. The Board met five times during the financial year 2019-20 on April 15-16, 2019, June 6, 2019, July 16-17, 2019, October 14-15, 2019 and January 13-14, 2020. The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days. Directors and Key Managerial Personnel The shareholders of the Company approved the appointment of Mrs. Arundhati Bhattacharya as an Independent Director of the Company for a term of 5 years from January 1, 2019 to December 31, 2023 vide resolution dated June 1, 2019 passed by way of postal ballot/e-voting. At the 73rd Annual General Meeting (AGM) held on July 16, 2019, the shareholders of the Company approved the following: 2. Re-appointment of Mr. Rishad A. Premji as a Whole Time Director, designated as Chairman by the Board, for a period of five years with effect from July 31, 2019 to July 30, 2024, whose office shall not be liable to retire by rotation. 3. Designating and appointing Mr. Abidali Z. Neemuchwala as the Managing Director of the Company with effect from July 31, 2019 till the end of current tenure of his appointment i.e. January 31, 2021, in addition to his existing position as Chief Executive Officer of the Company, and whose office shall be liable to retire by rotation. Dr. Ashok S. Ganguly and Mr. N. Vaghul, retired as Independent Directors from the Board of the Company with effect from July 31, 2019. Further, Mrs. Arundhati Bhattacharya will step down as an Independent Director from the Board of the Company with effect from close of business hours on June 30, 2020. The Board places on record the immense contributions made by Dr. Ashok S. Ganguly, Mr. N. Vaghul and Mrs. Arundhati Bhattacharya to the growth of your Company over the years. On January 31, 2020, the Company announced that Mr. Abidali Z. Neemuchwala, Chief Executive Officer and Managing Director, has decided to step down due to family commitments. The Board has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020. The Board places on record the immense contributions made by Mr. Abidali Z. Neemuchwala to the growth of your Company. The Board has, at its meeting held on May 29, 2020, approved the appointment of: 1. Mr. Thierry Delaporte as the Chief Executive Officer and Managing Director of the Company with effect from July 6, 2020 for a period of five years, subject to the approval of the shareholders and the Central Government, as may be applicable. 2. Mr. Deepak M. Satwalekar as an Additional Director in the capacity of lndependent Director for a term of 5 years with effect from July 1, 2020, subject to approval of the shareholders of the Company. 1. Appointment of Mr. Azim H. Premji as a Non-Executive, Non-lndependent Director of the Company, for a period of five years with effect from July 31, 2019 to July 30, 2024, whose office shall be liable to retire by rotation. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Azim H. Premji will retire by rotation at the 74th AGM and being eligible, has offered himself for re-appointment. 73 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Committees of the Board Your Company’s Board has the following committees: 1. Audit, Risk and Compliance Committee, which also acts as Risk Management Committee. 2. Board Governance, Nomination and Compensation Committee, which also acts as Corporate Social Responsibility Committee 3. Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) 4. Strategy Committee Details of terms of reference of the Committees, Committee membership changes, and attendance of Directors at meetings of the Committees are provided in the Corporate Governance report from page nos. 122 to 125 of this Annual Report. Board Evaluation In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of 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 interest and meetings, representation of shareholder 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 the financial year 2019-20 was discussed by the Board Governance, Nomination and Compensation Committee and the Board at their respective meetings held in April 2020. The Board has received highest ratings on Board communication and relationships, functioning of Board Committees and legal 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 discussion on succession planning and updates to be provided on the recent trends on corporate governance scenario at a global level. Policy on Director’s Appointment and Remuneration The Board Governance, Nomination and 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 h t t p s : // w w w . w i p r o . c o m /c o n t e n t /d a m / n e x u s /e n / investor/corporate-governance/policies-and-guidelines/ ethical-guidelines/wipro-limited-remuneration-policy.pdf. We affirm that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company. Risk Management in place an Enterprise Risk Your Company has put 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 74 Annual Report 2019-20 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 to page nos. 36 to 38 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 the senior management and Board on a periodic basis. The Audit, Risk and Compliance Committee and the Board periodically monitor status of compliances with applicable laws. Code for Prevention of Insider Trading Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. This Code of Conduct also includes code for practices and procedures for fair information disclosure of unpublished price sensitive which has been made available on the Company’s website at https://www.wipro.com/investors/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, Regulation 22 of the Listing Regulations and Regulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Under this policy, your Company encourages its employees to report any incidence of fraudulent financial or other information to the stakeholders, reporting of instance(s) of leak or suspected leak of unpublished price sensitive information, and any conduct that results in violation of the Company’s code of business conduct, to the management (on an anonymous basis, if employees so desire). Further, your Company has prohibited discrimination, retaliation or harassment of any kind against any employee who reports under the Vigil Mechanism or participates in the investigation. Awareness of policies is created by, inter alia, sending group mailers highlighting actions taken by the Company against the errant employees. Mechanism followed under the Ombuds process has been displayed on the Company’s intranet and website at https://www.wipro.com/investors/ corporate-governance/#WiprosOmbudsProcess. email Dedicated Ombudsperson. All complaints received through Ombuds process and investigative findings are reviewed and approved by the Chief address (ombuds.person@wipro.com) has been created to facilitate receipt of complaints and for ease of reporting. All employees and stakeholders can also register their concerns through web-based at https://www.wipro.com/investors/ corporate-governance/#WiprosOmbudsProcess. 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. portal During the financial year 2019-20, 1,347 complaints were received via the Ombuds process and 1,409 complaints were closed in FY 2020. All cases were investigated and actions taken as deemed appropriate. Based on self-disclosure data, 19% of these were reported anonymously. The top categories of complaints were people processes at 32% and workplace concerns and harassment at 34%. The majority of cases (82%) were resolved through engagement of human resources or mediation, or closed since they were unsubstantiated. The Audit, Risk and Compliance Committee periodically reviews the functioning of this mechanism. No personnel of the Company were denied access to the Audit, Risk & Compliance Committee. Required Sexual Information Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 under Internal Complaints Your Company has constituted Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 75 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited and also has a policy and framework for employees to report sexual harassment cases at workplace. The Company’s 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 2019-20: No. of complaints filed No. of complaints disposed* No. of complaints pending 125 98 27 * In addition, 21 cases reported in 2018-19 were disposed during the financial year 2019-20. 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 at https://www.wipro.com/ investors/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. Details of transaction(s) of your Company with entity(ies) belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements. Pursuant to Regulation 23(9) of the Listing Regulations, your Company has filed the reports on related party transactions with the Stock Exchanges. Directors’ Responsibility Statement Your Directors hereby confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period; (c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the Directors have prepared the annual accounts on a going concern basis; (e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; (f) 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/ 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 the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as amended (“Employee Benefits Regulations”) and there have been no material changes to these plans during the 76 Annual Report 2019-20 financial year. Disclosures on various plans, details of options granted, shares allotted upon exercise, etc. as required under the Employee Benefits Regulations read with the 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. 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, 2020. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit, Risk and Compliance Committee during the year under review. Particulars of Employees Secretarial Audit 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 Adequacy their 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 Audit At the 71st AGM held on July 19, 2017, Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W- 100018) was appointed as statutory auditors of the Company for a term of 5 years from the financial year 2017-18 onwards. Accordingly, Deloitte Haskins & Sells LLP will continue as statutory auditors of the Company till the financial year 2021- 22. 77 to the provisions of Section 204 of Pursuant the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. V Sreedharan, Partner, V Sreedharan & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2020 is enclosed as Annexure IV to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. V. Key Awards and Recognitions Your Company is one of the most admired and recognized companies in the IT industry. Your Company has won several awards and accolades, out of which key recognitions are given below: 1. Wipro was included in the Dow Jones Sustainability Index (DJSI) – World and Emerging Markets for the 10th time in succession. 2. Wipro has been named as 2020 World’s Most Ethical Company for the 9th successive year by the Ethisphere Institute. 3. Wipro has received the award for “Leadership” category in corporate governance practices for 2nd consecutive year under corporate governance scorecard developed by BSE, International Finance Corporation (IFC) and IiAS. 4. Wipro was recognised as leader in Everest Group PEAK MatrixTM in 2019 and 2020 Healthcare payer digital services. 5. Wipro has won the ‘2019 SUSE Global System Integrator Partner of the Year’ award in two categories- Most Innovative Solution and Most Technical Certifications. 6. Wipro has been recognised by the Top Employers Institute as a Top Employer in Australia, for 2020. Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 7. Wipro has been positioned as a Leader in ISG Provider Lens™: Network-Software Defined Solutions and Services Global 2019 quadrant report. 8. Wipro has been cited as a Leader and star performer in Everest Group’s application and Digital Services in Capital Market- Services PEAK MatrixTM Assessment 2020. 9. Wipro has been recognized as the ‘Best Global Systems Integrator’ by leading data platform company, Looker. 10. Wipro has been positioned as a ‘Leading Player’ for the 10th consecutive year in the ‘Zinnov Zones for Engineering R&D Services - 2019’ study. Further details of awards and accolades won by your Company are provided at page no. 15 of this Annual Report. VI. Social Responsibility and Sustainability Corporate Social Responsibility Your Company is at the forefront of Corporate Social Responsibility initiatives and (CSR) and sustainability 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, healthcare and communities, ecology and environment, etc. As per the provisions of the Companies Act, 2013, a company meeting the specified criteria shall spend at least 2% of its average net profits for three immediately preceding financial years towards CSR activities. Accordingly, your Company spent ` 1,818 million towards CSR activities during the financial year 2019-20. The contents of the CSR policy and CSR Report for the year 2019-20 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/investors/ corporate-governance/. The 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. At its meeting held on July 16, 2019, the Board approved changes to the composition of Board Governance, Nomination and Compensation Committee with effect from August 1, 2019. The Committee consists of three Independent Directors, Mr. William Arthur Owens, Mr. M. K. Sharma and Mrs. lreena Vittal, as its members. Mr. William Arthur Owens is the Chairman of the Committee. In addition to annual CSR spends, your Company has committed ` 100 crores towards tackling the unprecedented health and humanitarian crisis arising from the COVID-19 pandemic outbreak. This is intended to help in enabling the dedicated medical and service fraternity in the frontline of the battle against the pandemic and in mitigating its wide-ranging human impact, particularly on the most disadvantaged of our society. Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption Details of steps taken by your Company to conserve energy through initiatives, Research and Development and Technology Absorption have been disclosed as part of the MD&A Report. its “Sustainability” VII. Disclosures Foreign Exchange Earnings and Outgoings During the financial year 2019-20, your Company’s foreign exchange earnings were ` 460,794 million and foreign exchange outgoings were ` 229,491 million as against ` 444,584 million of foreign exchange earnings and ` 230,362 million of foreign exchange outgoings for the financial year 2018-19. Extract of Annual Return Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, extract of the Annual Return as on March 31, 2020 in form MGT-9 is enclosed as Annexure VI to this report. Additionally, the Company has also placed a copy of annual return of the financial year 2018-19 on its website at https://www.wipro.com/investors/annual-reports/. and Commitments Material Changes Affecting the Financial Position of the Company regarding potential Information impact of COVID-19 pandemic on your Company’s business operations and financial position are provided as part of the MD&A Report from page no. 26 onwards. 78 Annual Report 2019-20 Other Disclosures Acknowledgements and Appreciation a) Your Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet. b) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review. c) Your Company has complied with the applicable Secretarial Standards relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’ during the year. d) Maintenance of cost records and requirement of cost Audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities carried out by the Company. e) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. f) Details of unclaimed dividends and equity shares transferred to the Investor Education and Protection Fund authority have been provided as part of the Corporate Governance report. Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. I am sure you will join our Directors in conveying our sincere appreciation to all employees of the Company and its subsidiaries and associates for their hard work and commitment. Their dedication and competence have ensured that the Company continues to be a significant and leading player in the IT Services industry. For and on behalf of the Board of Directors, Bengaluru May 29, 2020 Rishad A. Premji Chairman 79 Corporate Overview | Management & Board Reports | Financial StatementsWipro 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 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 l s r a u c i t r a p f o e r u s o l c s i d e h t o t i s n a t r e p m r o F s i h T ] 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 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 [ . 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 l c n i i ’ i 3 1 0 2 i , t c A s e n a p m o C e h t f o 8 8 1 n o i t c e S f o ) 1 ( n o i t c e s - b u s h t g n e l ’ s m r a t a t o n e r e w h c i h w , 0 2 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 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 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 . s i s a b 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 0 2 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 r a e y 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 w o l l o f s a e r a 0 2 0 2 , 1 3 h c r a M d e d n e ) 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 e c i v r e S d n a s d o o G f o s e l a S 2 1 6 , 1 5 6 7 , 7 4 5 8 4 5 6 6 2 6 5 2 , 1 3 4 4 4 3 9 6 , 1 4 4 8 2 1 2 3 5 3 4 4 4 2 3 1 3 3 0 7 3 0 1 9 0 . 0 1 9 7 2 0 9 7 5 3 4 , 1 9 9 9 , 1 4 4 3 2 0 1 8 8 1 1 , 1 6 3 3 , 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 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 - 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 - 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 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 i m L ) y r a t e i r p o r P i ( a c i r f A h t u o S s e g o l o n h c e T o r p W i 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 L i . 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 . . 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 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 i m L a d a n a C s n o i t u l o S o r p W i . c n I , s e c i v r e S n a P h t l a e H l 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 i D H B N D S s e g o l o n h c e T o r p W i d e t i i m L e t P s k r o w t e N o r p W i d e t i i m L u d g n e h C o r p W i d t L y t P a i l i a r t s u A s e g o l o n h c e T o r p W i d e t i m L i i a h g n a h S o r p W i d e t i i i i m L a i r e g N s e g o l o n h c e T o r p W i d e t i i m L ) K U i ( s g n d l o H o r p W i d e t i i m 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 P S e l i h C y g o l o n h c e T o r p W i d e t i i i m L s e 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 . A S . l a g u t r o P o r p W i i a d t L a g o l o n h c e T l i s a r B o d o r p W i i A S s e g o l o n h c e T o r p W i i H b m G s e g o l o n h c e T 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 i V C E D A S s e g o l o n h c e T o r p W i 80 C L L , o r p W i Annual Report 2019-20 ) 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 8 4 7 5 5 5 9 2 3 6 5 1 3 1 4 4 0 2 0 2 6 7 3 6 8 6 6 2 1 3 3 1 3 2 1 0 0 . 0 1 1 1 4 5 1 3 , 2 2 3 1 , 2 2 0 4 , 2 0 1 9 1 1 2 6 4 4 8 0 , 1 9 3 4 , 2 3 2 . 0 1 6 0 1 2 1 0 8 , 1 8 4 8 2 2 5 5 , 1 1 8 6 8 0 2 1 9 7 4 2 6 3 5 5 5 8 1 5 2 1 2 8 3 8 2 2 1 3 0 1 3 8 2 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 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 i g n o g n O - 6 0 - 2 1 - 3 2 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 g n o g n O - 9 1 - 4 0 - 1 0 i g n o g n O - 9 1 - 0 1 - 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 - 9 1 - 0 1 - 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 i y r a d i s b u S i y r a d i s b u S 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 i m 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 c n I p u o r g e n h c e T l a n o i t a n r e t n I ) 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 . L S , l i i a t i g 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 i L R S s e g o l o n h c e T o r p W i d e t i i m 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 P. S . . o C d e t i i i m L n a r h a B o r p W i d e t i m L i . i o C a b a r A o r p W i C L L a h o D o r p W i C L L f l u G o r p W i 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 - 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 - 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 - 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 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 d e t i i m 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 i m L s e s i r p r e t n E l a m a r i P d e t i i m L y n a p m o C n a t i T d e t i i i m L s t n a P n a i s A s e c i v r e S f o e s a h c r u P d e t i i m L a t n a d e V 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 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 i a r t s u A s e g o l o n h c e T o r p W i d e t i m L i i a h g n a h S o r p W i d t L y t P a i l i a r t s u A s e g o l o n h c e T o r p W i d e t i i m L a d a n a C s n o i t u l o S o r p W i i C A S u r e P s e g o l o n h c e T o r p W i d e t i i m L e t P s k r o w t e N 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 S / A t i n g i s e D . d t L o y k o T t i n g i s e D S / A o l s O t i n g i s e D . L S , l i i a t i g D n a p S t i n g i s e D B A n e d e w S t i n g i s e D d e t i i m L u d g n e h C o r p W i d e t i i i i m L a i r e g N s e g o l o n h c e T o r p W i d e t i i m 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 P S e l i h C y 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 s e c i v r e S T I o r p W i d e t i m L i . 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 i L R S s e g o l o n h c e T o r p W i d e t i i i m L s e g o l o n h c e T 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 , g n i s s o r c o f n I i V C E D A S s e g o l o n h c e T o r p W i . c n I , s e n p p i i l i h P o r p W i i A S s e g o l o n h c e T o r p W i i H b m G s e g o l o n h c e T o r p W i i a d t L a g o l o n h c e T l i s a r B o d o r p W i . . O O Z P S d n a l o P o r p W i . 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H m i z A K K n a p a J o r p W i d i a P t n e R 82 d e t i i m 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 i m L e t a v i r P s e s i r p r e t n E 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 i a b u D t i n g i s e D C L L , o r p W i Annual Report 2019-20 ) 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 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 2 1 1 3 1 4 1 5 1 8 2 1 9 1 . 0 3 2 . 0 7 2 . 0 9 3 . 0 9 2 . 0 5 4 . 0 4 8 . 0 2 8 7 0 1 1 0 . 0 0 1 . 0 9 2 1 3 4 3 1 . 0 3 0 . 0 5 0 . 0 7 1 . 0 7 4 . 0 3 0 . 0 3 2 2 0 . 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 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 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 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 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 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 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 . i . 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S . . o C d e t i i i m L n a r h a B o r p W i 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 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 n o i t a d n u o F i j m e r P m i z A 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 i m 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 d e t i i m 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 E S s e c i v r e S T I o r p W i e m o c n I t s e r e t n I d e t i i m 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 i m 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 i m L s e s i r p r e t n E l a m a r i P C L L s g n d l o H i l a n o i t a n r e t n I l P d e t i i m L y n a p m o C n a t i T d e t i i i m L s e 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 s s e n i s u B f o l o o h c S n a d n i I y n a p m o C d n a n a B i 83 d e t i i i m L s t n a P n a i s A d e t i i m L a t n a d e V C L L , o r p W i 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 a m r a h S . K . M 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 a l a w h c u m e e N . Z i l a d b A i i j m e r P . A d a h s i R n a m r i a h C r e c fi f O l i a i c n a n F f e h C i i r o t c e r i D g n g a n a M & r e c fi f O e v i t u c e x E f e h C i u r u l a g n e B 0 2 0 2 , 9 2 y a M Corporate Overview | Management & Board Reports | Financial StatementsWipro 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 Rishad A. Premji (1) Abidali Z. Neemuchwala (2) Chief Executive Officer and Chairman Azim H. Premji (3) Managing Director Founder Chairman Remuneration paid to Other Directors Name of Directors Designation Azim H. Premji (3) Ireena Vittal M. K. Sharma Dr. Patrick J. Ennis Patrick A. Dupuis William A. Owens Arundhati Bhattacharya (4) Dr. Ashok S. Ganguly (4) N. Vaghul (4) Founder Chairman Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director Independent Director % Increase/Decrease of remuneration in 2020 as compared to 2019* Ratio of remuneration to MRE* Ratio of remuneration to MRE and WTD* -24.56 18.15 NA 79.03 495.10 15.70 79.03 495.10 15.70 % Increase/Decrease of remuneration in 2020 as compared to 2019* Ratio of remuneration to MRE* NA 37.93 47.10 7.84 -18.46 15.46 NA NA NA 7.80 15.51 16.53 30.53 23.00 41.42 13.67 4.63 5.79 Ratio of remuneration to MRE and WTD * 7.80 15.51 16.53 30.53 23.00 41.42 13.67 4.63 5.79 MRE – Median Remuneration of employees, WTD – Whole Time Director * Rounded-off to two decimals (1) Mr. Rishad A. Premji was appointed as Executive Chairman with effect from July 31, 2019. (2) Mr. Abidali Z. Neemuchwala was appointed as Managing Director of the Company with effect from July 31, 2019, in addition to his existing position as Chief Executive Officer. (3) Mr. Azim H. Premji retired from the position of Executive Chairman and Managing Director with effect from July 30, 2019 and was appointed as Non-Executive, Non-Independent Director of the Company effective July 31, 2019. Considering the aforesaid, comparable figures have not been provided in the above table. (4) Comparable figures not provided as Dr. Ashok S. Ganguly and Mr. N. Vaghul retired as directors w.e.f. July 31, 2019 and Mrs. Arundhati Bhattacharya was appointed effective January 1, 2019. Remuneration paid to other Key Managerial Personnel (KMP) Name of KMPs Designation % Increase/Decrease of remuneration in 2020 as compared to 2019* Ratio of remuneration to MRE * Jatin Pravinchandra Dalal Chief Financial Officer M Sanaulla Khan** Company Secretary -27.01 -10.40 68.22 22.66 Ratio of remuneration to MRE and WTD * 68.22 22.66 MRE- Median Remuneration of Employees, WTD- Whole Time Director * Rounded-off to two decimals ** Remuneration includes perquisites value of Restricted Stock Units exercised during the respective years. 84 Annual Report 2019-20 Notes: 1. 2. 3. 4. 5. The median remuneration of employees (MRE) excluding Whole Time Directors was ` 6,52,000 and ` 6,00,000 in fiscal 2020 and fiscal 2019 respectively. The increase in MRE excluding the Whole Time Directors in fiscal 2020 as compared to fiscal 2019 is 8.67%. The median remuneration of employees (MRE) including Whole Time Directors was ` 6,52,000 and ` 6,00,000 in fiscal 2020 and fiscal 2019 respectively. The increase in MRE including the Whole Time Directors in fiscal 2020 as compared to fiscal 2019 is 8.67%. The number of permanent employees on the rolls of the Company as of March 31, 2020 and March 31, 2019 was 182,886 and 171,425 respectively. The aggregate remuneration of employees excluding WTD grew by 9.07% over the previous fiscal, attributed to the increase in headcount. The aggregate increase in salary for WTDs and other KMPs was 1.54% in fiscal 2020 over fiscal 2019. In view of the current situation caused by COVID-19, uncertainty in business is likely to last for the next few months. To show solidarity with the team in facing the challenge: • Mr. Azim H. Premji, Founder Chairman, has foregone the profit linked commission payable to him for the relevant period for financial year 2019-20. • Mr. Rishad A. Premji, Chairman, has foregone the variable pay and profit linked commission payable to him for the relevant period for financial year 2019-20. Accordingly, the Board did not determine profit linked commission due to Mr. Azim H. Premji for FY 2019-20, variable pay and profit linked commission due to Mr. Rishad A. Premji for financial year 2019-20 and the remuneration considered for the table above does not include the same. 6. In support of Wipro’s humanitarian efforts to combat COVID-19, Mr. Patrick Dupuis, Independent Director, has foregone the commission payable to him for quarter ended March 31, 2020 and Wipro will contribute Mr. Dupuis’ commission to Wipro Cares for its various COVID-19 related activities as part of its Corporate Social Responsibility program. 7. Mr. Rishad A. Premji’s compensation also included cash bonus (part of his allowances) on an accrual basis, which is payable over a period of time. 8. Computation of remuneration to Mr. Jatin Pravinchandra Dalal is on an accrual basis and it includes the amortization of Restricted Stock Units (RSUs), granted to him, which will vest over a period of time. This also includes RSUs that will vest based on performance parameters of the Company. 9. The Company announced on January 31, 2020 that Mr. Abidali Z. Neemuchwala has resigned from the position of Chief Executive Officer and Managing Director due to family commitments and will, however, continue to hold the office of Chief Executive Officer and Managing Director until a successor is appointed. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020. Compensation for Mr. Abidali Z. Neemuchwala for the year ended March 31, 2020 includes cost of accelerated vesting of unvested options and variable pay. 10. 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 Managing Director 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 top executives including the Chief Executive Officer and Managing 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 defined performance period and is linked to pre-defined financial goals. Time-based stock units typically vest over a defined period. The vesting pattern and schedule for both these types of stock units are as determined by the Board Governance, Nomination and Compensation Committee. 85 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited l e s n u o C 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 r e c fi f O 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 i d e t i i m L C M C i s e h p a r g o e G 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 p u o r G a t a D d e y a o m A l r o t c e r i D s e c i v r e S r e c fi f O l i i a i c n a n F f e h C d n a t n e d i s e r P I S C - 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 e r o p a g n S i i a d n I E G 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 S t n e m y o l p m E t s r i F - 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 r o n e S i t n e m y o l p m E t s r i F S E M L O H o r p W i s e c r u o s e R n a m u H i f e h C d n a t n e d i s e r P i a d n I E G r e c fi f O d e t i i i m L o r p W - n a m r i a h C e v i t u c e x E y n a p m o C & n a B i 0 3 3 3 4 2 1 2 3 3 1 3 1 2 4 2 1 3 4 5 6 5 2 5 5 4 4 5 4 5 3 4 6 4 2 5 t n e m e g a n a M l a i r t s u d n I E B M D G P , h c e T B S C F , B L L , c S B , ) A S U ( A F C , A B D G P , A C , E B A M C , ) K U ( A M G C a m o l p D G P i , E B A B M , . A B E M E B R I & M P - M D G P , . c S B . n , i s r e t s a M n o i t a c i n u m m o C , 2 5 1 9 2 3 1 6 , , 5 1 3 7 7 0 2 5 , , 4 3 6 4 2 2 9 2 , , 3 3 3 1 8 4 4 4 , , 6 1 8 6 9 9 8 3 , , 7 8 3 5 7 8 7 2 , , 6 7 7 8 2 5 1 5 , , 2 1 4 2 6 1 8 2 , , 6 9 0 9 5 3 4 4 , i g n g a n a M 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 8 2 2 5 d n a s c i n o r t c e l E , E B , 2 9 0 7 0 8 2 2 3 , 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 ) s r y ( 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 n o i t a r e n u m e R s s o r G ) ` ( i g n n i o j f o e t a D ) y y y y - m m - d d ( e e y o l p m E e h t f o e m a N l S . o N 5 1 - r p A - 1 0 l # * a a w h c u m e e N Z i l i a d b A 1 4 9 - y a M - 2 0 n a h b a n a m d a P d n a n A 2 9 - p e S - 3 0 8 1 - b e F - 1 0 M B y h t r u m u n a h B a y r a h c A k a p e e D 2 0 - l u J - 1 0 a r d n a h c n i v a r P n i t a J 8 9 - p e S - 1 2 1 9 - n a J - 5 2 7 0 - l u J - 0 2 5 9 - y a M - 0 3 n a j a r a g a N h s e m a R * * i j m e r P . A d a h s i R l a h k a d A t i h o R i a s e D K n a r i K * * * l a a D l 2 3 4 5 6 7 8 9 9 0 - y a M - 1 1 l i v o G h b a r u a S 0 1 86 : s e t o N n o i t i n fi e d r e p s a n o i t a u n n a - 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 a s l s e s i r p m o c n o i t a r e n u m e R . 1 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 0 2 - 9 1 0 2 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 n i , h c i h w e t a r a t a e b y a m 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 . 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 d e t c i r t s e R f o e u a v s e t i s i u q r e p s e d u l c n l i o s l a t I . r a e y e h t g n i r u d d a p 3 1 0 2 i i , t c A s e n a p m o C e h t f o ) 8 7 ( 2 n o i t c e S n i i d e n a t n o c . 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 . 2 . 3 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 h t i 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 T e l o h W i i r o r o t c e r i D g n 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 , i a d n I e d i s t u o y r t n u o c a n i i g n 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 u c i t r a p l , 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 . 4 . 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 i . 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 , i j m e r P . 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A d a h s i R . r M . y a p e l b a i r a v d n a s n o i t p o d e t s e n u f o g n i t s e v d e t a r e l e c c a f o t s o c s e d u l c n i 0 2 0 2 , 1 3 h c r a M d e d n e . $ 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 F i # * * d o i r e p a r e v o t s e v l l i i , w h c i h w m h o t d e t n a r g , ) s U S R ( s t i n U k c o t S d e t c i r t s e R 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 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 l i i a i c n a n F f e h C e h t o t 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 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 Annual Report 2019-20 P I & 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 . d t L r e v e L n a t s u d n H i l a r e n e G e t a i c o s s A d n a 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 o n e S i t n e m y o l p m E t s r i F c n I , a c i r e m A L C H r e g a n a M l a r e n e G s b a L e r o l a g n a B l e s n u o C t n e d i s e r P e c i V r o n e S i s e c i v r e S l a b o l G d n a l r e h t u o S A & M - d a e H d n a 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 y e n o M E G M B I d a e H l a b o l G i s c a n M a l r i B a y t i d A , n o i t a m r o f s n a r T t n e l a T - d a e H & t n e d i s e r P e c i V 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 y t i u n i t n o C s s e n i s u B & r a e G p o T t n e d i s e r P e c i V r o n e S i t n e d i s e r P e c i V r o n e S i 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 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 t n e m y o l p m E t s r i F c S I I 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 r o n e S i 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 m y o l p m E t s r i F . d t L k e t s a M i a d n I E G d a e H 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 I s e c i v r e s l a b o l g M B I t n e d i s e r P e c i V i s e n h c a M l a i r t s u d n I i n a d n I r e g a n a M l a r e n e G . d t L . t v P a d n i I a v o n h c e T t n e d i s e r P e c i V e r a w t f o S r u o f a t n e P I S C , 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 e r a w t f o S E G m a y t a S , d a e H s s e n i s u B & t n e d i s e r P e c i V s n o i t a c i n u m m o C a h s U e c n a n F i , 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 d t L i t t e v i l O i d o M s n o i t a r e p O - t n e d i s e r P e c i V r o t c e r i D e c i t c a r P r o n e S i 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 n o i t a c i n u m m o C r e n t r a P g n g a n a M i 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 t c a p n e G H S k a D l e e t S a t a T d e t i i m L s y s o f n I 4 2 5 2 9 1 0 2 3 2 8 2 9 2 4 2 4 2 0 3 7 1 8 1 5 2 4 4 5 2 5 2 2 2 8 1 2 2 4 2 1 3 9 2 5 2 3 2 7 2 4 2 5 2 2 3 9 1 3 2 2 3 7 4 7 4 2 4 3 4 7 4 9 4 0 5 6 4 9 4 3 5 9 3 0 4 7 4 6 4 9 4 0 5 5 4 0 4 4 4 7 4 5 5 8 4 8 4 7 4 1 5 8 4 0 5 4 5 3 4 4 4 4 5 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 t m g M s s e n i s u B A B M m o C , . 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E B , R H A B M A C E B E B s n o i t a l e R l a i r t s u d n I d n a t n e m e g a n a M E B , a m o l p D G P i a m o l p D i , G P l e n n o s r e P n i M D G P E B A B M , E B M P M E B . c S M , c S B . ) ` n i ( n o i t a r e n u m e R ) y y y y - m m - d d ( s s o r G i g n n i o j f o e t a D e e y o l p m e e h t f o e m a N , 5 6 1 5 8 1 0 2 , , 4 9 1 3 1 3 1 1 , , 6 6 9 9 5 0 5 1 , , 9 6 1 6 2 9 2 2 , , 0 6 7 4 7 1 0 1 , , 1 4 0 4 2 9 0 1 , , 2 4 1 4 9 9 1 1 , , 2 6 6 9 2 4 8 1 , , 3 9 2 8 9 7 0 1 , , 7 9 5 5 8 7 0 1 , , 8 9 0 4 9 1 2 1 , , 6 4 0 5 1 4 6 1 , , 9 2 9 5 0 2 7 1 , , 0 7 8 2 5 4 0 1 , , 9 0 8 0 1 6 2 1 , , 8 1 6 8 3 9 0 2 , , 4 6 9 0 6 3 0 1 , , 2 0 2 8 5 9 9 1 , , 3 1 0 7 1 1 2 1 , , 1 9 0 1 3 7 8 1 , , 6 6 4 7 2 9 0 1 , , 1 9 1 8 2 6 4 1 , , 4 8 8 3 7 8 2 1 , , 6 2 7 3 2 0 0 2 , , 8 1 6 8 6 2 0 2 , , 2 7 2 6 8 1 3 1 , , 5 5 5 3 9 0 0 1 , , 6 3 1 1 0 5 0 1 , 7 0 - r a M - 2 1 4 9 - p e S - 5 0 N r a m u k a n h s i r K i r a n a M r u y e K 5 1 - r p A - 3 1 i n a n a m a r b u S n a n h s i r K 5 9 - y a M - 1 3 n a r a h d i r S a h d u m u K 5 1 - g u A - 0 1 a n a y a r a N n a d u s u h d a M y h t r u M 5 9 - y a M - 1 0 V A h t a n u n a M j 3 0 - l u J - 7 0 n a n a h d u s u h d a M j o n a M 7 0 - n a J - 5 1 9 9 - r a M - 6 1 4 0 - p e S - 8 2 l h t e p a a H d n i l i M l a L B t i h o M r a m u K y a j n u y t i r M a v a t s a v i r S 4 9 - y a M - 8 1 a d n a B i y a m r i t o y J a g a N 7 1 - v o N - 7 1 4 9 - g u A - 1 0 3 1 - t c O - 1 0 5 9 - c e D - 1 0 4 1 - n u J - 3 2 y a j n a S r a b m a N i n a r d n a h c m a R N e r o h s i K a d n a N i n a y i t a M i i n d n a N S n a n a y a r a N a t p u G l i h k N i 2 1 - y a M - 6 1 i h t o k n a M n a h s a k a r P 6 0 - b e F - 1 0 9 8 - r a M - 2 0 5 9 - n a J - 5 0 8 9 - n u J - 1 0 6 0 - r p A - 4 2 i a s a t n a G d a s a r P t t a h B V d a s a r P i r i h a L t i j n e s a r P a i r a t a K i t i r P r u h t a M l u t u P 4 0 - t c O - 9 1 i n a m a r a h s n a M l u h a R 5 1 - v o N - 2 0 2 0 - l u J - 5 1 1 0 - n u J - 4 0 6 9 - c e D - 6 1 4 0 - r p A - 9 1 P n a r d n a h c a m a R l a g h e S h s e j a R r a m u K l i n e R h a h S l u h a R l i k U a j a R 88 Annual Report 2019-20 y r a t e r c e S y n a p m o C & t n e d i s e r P e c i V 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 d i s e r P e c i V e r a w t f o S t n e g i r T g n i t l u s n o C r a d e C e f i L l a i t n e d u r P I C C I I . d t L . o C e c n a r u s n I - s e l a s e r P & g n i r e e n g n E - t n e d i s e r P e c i V i d e t i i m L C M C t n e d i s e r P e c i V . d t L . t v P a d n i I s b a L P A S t n e d i s e r P e c i V r o n e S i S E M L O H d e t i i m L s i g e A 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 r o n e S i 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 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 m e t s y S G S M s b a L e u a V l r e g a n a M l a r e n e G s e c i v r e S y c n a t l u s n o C a t a T e s i r p r e t n E E 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 r o n e S i 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 d n a l l o H w e N s c i n o r t c e l E m e h c d n I r e g a n a M l a r e n e G d t l s e c i v r e s l a i c n a n fi e l c a r O 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 t n e d i s e r P e c i V d t l l e e t S r a g a n a y a j i V l a d n i J ) s r y ( 0 3 1 2 6 2 6 2 4 2 9 1 2 3 4 2 1 3 6 2 8 1 9 2 5 2 3 2 3 2 2 3 0 3 9 2 s n o i t a c i n u m m o C - d a e H & 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 o n e S i d e t i i m L s y s o f n I l d t L t n a P r e k c i T 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 R i t n e d i s e r P e c i V d e t i i m L T I I N t n e l a T - 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 t n e m y o l p m E t s r i F n o i t i s i u q c A t n e d i s e r P e c i V d t L a d n i I e n o f a d o V 5 1 4 2 6 2 0 2 8 2 3 3 t v o G - d a e H y r e v i l e D l a c i t r e V s m e t s y S o c m a R 1 3 4 5 4 4 9 4 3 5 7 4 4 5 6 5 7 4 2 5 7 4 3 4 0 5 1 5 6 4 6 4 5 5 2 5 2 5 5 5 9 4 6 4 9 4 8 4 1 5 3 5 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 l a n o i t a c u d E n o i t a c fi i l a u Q , E B M P M c S B . , S C F m o C M . M D G P , E B C A D G P , E B M D G P , h c e T B . A B M , E B S M M E B E B E B E B M D G P , A C A h c e T B . A B D G P , h c e T B . n i i a m o l p D G P d n a ) s c i t a m e h t a M ( t n e m e g a n a M T G M S n i a m o l p D i e c n a v d A , . c S B . . c S M . n o i t a r t s i n m d A i E B s c i m o n o c E n i . . A M e m m a r g o r P w o l l e F t n e m e g a n a M n i M D G P , ) D h P ( h c e T M . , E B h c e T M . A C M , . c S B . n i s r e t s a M s s e n i s u B E B ) ` n i ( n o i t a r e n u m e R ) y y y y - m m - d d ( s s o r G i g n n i o j f o e t a D e e y o l p m e e h t f o e m a N , 6 1 2 4 6 2 1 1 , , 4 2 4 3 4 2 1 2 , , 5 3 8 6 7 7 4 1 , , 6 9 6 9 4 2 1 1 , , 2 2 3 3 1 7 4 1 , , 5 8 1 4 2 0 4 2 , , 0 6 1 4 8 7 7 2 , , 1 6 9 3 2 8 2 1 , , 1 4 8 5 4 3 4 1 , , 5 9 1 7 4 5 9 1 , , 3 9 6 1 0 9 3 1 , , 6 7 3 3 5 1 3 1 , , 6 0 7 0 7 7 0 1 , , 8 2 1 0 2 2 1 1 , , 2 8 8 6 4 4 2 2 , , 8 4 4 3 7 2 2 1 , , 4 5 3 6 8 5 6 1 , , 0 0 0 6 2 0 2 1 , , 0 3 6 6 8 6 1 1 , , 0 4 1 2 3 1 8 1 , , 9 8 9 9 3 7 3 2 , , 3 1 6 7 0 3 0 1 , , 4 1 9 7 9 8 0 1 , , 6 5 3 0 5 9 1 1 , , 3 4 4 8 6 6 0 2 , 2 0 - l u J - 5 1 4 0 - t c O - 9 0 5 1 - y a M - 2 1 9 1 - y a M - 6 0 8 9 - p e S - 7 0 8 1 - v o N - 2 0 8 8 - v o N - 6 1 0 0 - r p A - 9 1 9 8 - y a M - 5 1 u s a B r a k n a S y a j n a S R v e e j n a S u s a B l i a b a S l i g d a G r i m a S n a h K a l l u a n a S d e m m a h o M i h g n S v e e j n a S R K v i j n a S Y h s i t a S i g t a h o R u n a t n a h S 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 - b e F - 5 2 9 9 - r p A - 4 1 2 1 - n a J - 2 1 7 1 - n a J - 9 0 6 9 - v o N - 4 0 7 8 - l u J - 1 0 6 0 - l u J - 0 1 7 1 - v o N - 6 0 a l l e m i r a G h t a n a r d n e r u S i o r e b O i t a w S r o o p a K t i m o S G n a s a v i n i r S i n a m a r a t a k n e V n a s t a v i r S n a v a s e K r i h d u S n a i r e h C a t i n u S s a D a y i r p u S 89 3 1 - t c O - 8 1 m M i b m a n a h z i m a h T 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 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 2 1 - r a M - 2 1 0 1 - t c O - 1 0 r i a N n a r d n a h C n p V i i h a h S r a m u K l a h s i V 2 9 - r a M - 1 0 p e e D s a w h s i V 4 1 - b e F - 6 0 n a h t a n a w s i V y m a w s a m a R Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 i g n n i o j f o e t a D e e y o l p m E e h t f o e m a N 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 i a d n I & t n e d i s e r P e c i V r o n e S i T I 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 e r a w t f o S s d n I o c i M d a e H U B . d t L . t v P a d n i I s s e n i s u B 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 r o t c e r i D g n g a n a M i t n e d i s e r P e c i V r e t u p m o C m a y t a S d e t i i m L s e c i v r e S - d a e H & 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 i a d n I , e c n e f e D & . t v o G n o i s i v i D r e t u p m o C 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 s c o d m A t n e d i s e r P e c i V i s e g o l o n h c e T a m e h s K - 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 e r u t n e c c A t n e d i s e r P e c i V t n e m y o l m E t s r i F ) s r y ( 3 5 6 3 3 3 5 2 5 3 0 3 2 3 2 3 3 2 4 3 4 7 8 5 0 6 9 4 6 5 3 5 4 5 5 5 0 5 8 5 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 g n i r e e n g n E i a m o l p D G P i , c S B . , h c e T . B l a c i n a h c e M ) g n i r e e n g n E i ( . c S B . ) 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 M D G P , h c e T B . h c e T B . h c e T M . , . . E B . c S B . E B E B ) ` n i ( n o i t a r e n u m e R ) y y y y - m m - d d ( , 7 4 8 5 3 2 0 1 , , 7 6 3 3 8 5 0 4 , , 2 5 0 8 3 3 5 1 , , 6 2 7 8 0 9 6 1 , , 6 9 7 0 0 4 9 1 , , 2 8 0 3 1 6 3 1 , , 5 4 6 4 9 2 5 1 , , 6 8 9 5 5 8 9 1 , , 5 0 9 6 2 3 4 1 , , 4 1 2 5 3 1 1 2 , 6 6 - g u A - 7 1 * i j m e r P . H m i z A 2 0 - r p A - 2 2 e d g e H d a s a r p i r a H 5 1 - r p A - 3 2 S n a r a h d i l a r u M 7 9 - r a M - 4 2 v e d h a S j a r e e N 4 8 - c e D - 4 0 a t p u G K h s e j n a S 0 9 - r p A - 0 3 r i a N G h s o h t n a S 0 1 - v o N - 8 0 2 0 - v o N - 9 2 r a m u k a d n a N a d a r a h S i h a p p a k n e V A h t a n e e r S 6 1 - n u J - 5 1 i t a l o K h s e r u S 6 8 - r a M - 1 3 A n a v e d u s a V s e t o N 90 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 a n l i s e e y o l p m e f o s l i 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 . 1 ’ . 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 s t i n U k c o t S d e t c i r t s e R f o e u a v s e t i s i u q r e p s e d u l c n l i o s l a t I . r a e y e h t g n i r u d d a p 3 1 0 2 i i , t c A s e n a p m o C e h t 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 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 a s l s e s i r p m o c n o i t a r e n u m e R . 2 - 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 , n a m r i a h C r e d n u o F , i j m e r P . H m i z A . r M t p e c x e s e e y o l p m e e h t f o e n o N 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 . 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 ( . 3 . 4 d n a d e t s o p s e e y o l p m e f o l s r a 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 . 5 . 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 i , i a d n I e d i s t u o y r t n u o c a n i i g n k r o w e h t r o f s i e v o b a d e s o l c s i d n o i t a r e n u m e r e h T . 9 1 0 2 , 0 3 y l u J m o r f t c e f f e h t i i w r o t c e r i D g n 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 f o n o i t i s o p e h t m o r f d e r i t e r i j m e r P . H m i z A . r M . n a m r i a h C , i j m e r P . A d a h s i R . r M f o r e h t a f e h t s i i j m e r P . H m i z A . r M . 9 1 0 2 , 0 3 y l u J o t 9 1 0 2 , 1 l i r p A m o r f d o i r e 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 f o 5 e l u R f o ) 2 ( e l u r Annual Report 2019-20 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, 2020 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, 2020 (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, 2020 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; Direct Investment and Overseas Direct Investment. There was no External Commercial Borrowing by the Company during the period under review; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’): - a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit Period); f. 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; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not Applicable to the Company during the Audit Period); h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; and i. Securities and Exchange Board of India (Listing Requirements) Disclosure and Obligations Regulations, 2015. iii. The Depositories Act, 1996 and the Regulations and vi. Other laws applicable specifically to the Company Bye-laws framed thereunder; namely: iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign a. Information Technology Act, 2000 and the rules made thereunder 91 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited b. Special Economic Zones Act, 2005 and the rules made thereunder c. Software Technology Parks of regulations India rules and 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 audit 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. 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. 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. The Company had bought back 32,30,76,923 (Thirty Two Crores Thirty Lakhs Seventy Six Thousand Nine Hundred and Twenty Three) fully paid up Equity Shares of the Company of Face Value of ` 2/- (Rupees Two Only) each at a price of ` 325/- (Rupees Three Hundred and Twenty- Five Only) per Equity Share on a proportionate basis through the tender offer process. b. Mr. Azim H. Premji (DIN: 00234280) Chairman and Managing Director of the Company, whose period of office was liable to expire on July 30, 2019 was re-appointed and designated as Non-Executive, Non-Independent Director of the Company for a period of five years with effect from July 31, 2019. c. Mr. Rishad A. Premji (DIN: 02983899) Whole Time Director (designated as Executive Director and Chief Strategy Officer) of the Company whose period of office was liable to expire on April 30, 2020 was re-appointed as Whole Time Director (designated as “Executive Chairman”) of the Company for a period of five years with effect from July 31, 2019. d. Mr. Abidali Z. Neemuchwala (DIN: 02478060) Whole Time Director who was earlier designated as Chief Executive Officer and Executive Director was designated as Chief Executive Officer and Managing Director of the Company with effect from July 31, 2019. For V. SREEDHARAN & ASSOCIATES Company Secretaries (V. Sreedharan) Partner FCS: 2347; CP No. 833 UDIN No. : F002347B000296168 We further report that based on the review of the compliance reports/certificates of the Company Secretary which were taken on record by the Board of Directors, there are adequate systems and processes in the Company commensurate Bengaluru May 29, 2020 This report is to be read with our letter of even date which is annexed as ‘Annexure-1’ and forms an integral part of this report. 92 Annual Report 2019-20 Annexure -1 To, The Members Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560035 Our report of even date is to be read along with this letter: 1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion. 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report 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. For V. SREEDHARAN & ASSOCIATES Company Secretaries (V. Sreedharan) Partner FCS: 2347; CP No. 833 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company. Bengaluru May 29, 2020 93 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Corporate Social Responsibility Report for the financial year 2019-20 Annexure V We present our report on Wipro’s Corporate Social Responsibility (CSR) for the financial year 2019-20. The values of ‘Spirit of Wipro’ guide all our actions. Our values ‘Being passionate about clients’ success’, ‘Being global and responsible’, ‘Treating each person with respect’, and ‘Unyielding integrity in everything we do’ are the primary drivers of the letter and spirit of being a responsible business. Our goals are centered around (i) making Wipro more sustainable as defined by the triple bottom-line framework and (ii) contributing to a more just, inclusive and sustainable society through our work in Education, Ecology, Primary Health Care and Disaster Response. Our areas of work span a wide range- Energy and Climate Change, Water, Solid Waste, Biodiversity, Urban Ecology and Public Spaces, issues of Quality, Access and Inclusion in Education, Sustainability in Education and Access to Primary Health Care for the disadvantaged sections. Our approach emphasizes depth and a systemic, long term view that informs the way we choose our areas of work, the partners we collaborate with and the bedrock of ethics and good governance that underlies all our programs. Collectively, these initiatives help in enhancing social and natural capital while our workplace culture of diversity, inclusion and employee empowerment strengthen human capital. Value is created when all these capitals reinforce each other. society and academic partner organizations across India and the overseas geographies where we have presence- US, UK, Europe, LATAM and APAC. A detailed articulation of our programs is available in the MD&A Report forming part of this Annual Report. The articulation is aligned with the integrated multiple capitals approach and covers salient facts, metrics and narratives on our goals, programs, outcomes and governance. Towards the end of the financial year, the whole world came face to face with the COVID-19 crisis, an unprecedented challenge for humanity. The multi-dimensional nature of the crisis- healthcare, humanitarian, economic and social- poses a particularly daunting challenge. At Wipro, we have made a commitment of ` 100 crores for FY21 towards our COVID-19 response. In combination with the commitments of Azim Premji Foundation (` 1,000 Cr) and Wipro Enterprises Private Limited (` 25 Cr), we are weaving together an integrated response that addresses the different facets of the problem in a holistic manner. We recognize that the COVID-19 crisis is going to be with us for some time and therefore, our commitment is not just for immediate short-term relief but designed for impact over the medium and long term as well. Lastly, we would like to highlight that our COVID-19 financial commitment is in addition to our regular CSR work that we will continue to strengthen and focus on in the coming year. During the reporting year, we made significant progress on our goals through our extensive network of nearly 200 civil Summary of CSR spend for financial year 2019-20 is provided in the following pages. 94 Annual Report 2019-20 Summary of Corporate Social Responsibility (CSR) spend for the financial year 2019-20 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. 2. The Composition of the CSR Committee: The terms of reference of CSR broadly comprises and forms part of Board Governance, Nomination and Compensation Committee and these terms of reference are in accordance with Section 135 of the Companies Act, 2013. The Committee comprises of Mr. William Arthur Owens, Mrs. Ireena Vittal and Mr. M. K. Sharma, Independent Directors. 3. Average Net Profit of the Company for the last three financial years: ` 83,442 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 `1,669 million. Against this, our CSR spending for 2019-20 was ` 1,818 million. 5. Details of the CSR Spent during the financial year: a) Total amount to be spent for the financial year: ` 1,669 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 the financial year 2019-20 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 spent on the Projects or Programs Cumulative expenditure up to Previous reporting period Cumulative expenditure up to reporting period Amount spent: direct or through implementing agency 12 15 35 47 116 130 Amount Outlay (Budget) Project or Program Wise 15 70 90 85 382 467 12 15 85 Sl. No. CSR project or activity identified Sector in which the project is covered Projects or Programs 1) Local area or other 2) specify the state and district where the project or programs are undertaken 1 2 Providing preventive and curative health services with specific focus on malnutrition and infant mortality rate Community Healthcare Tuensang (Nagaland), Mumbai, Pune (Maharashtra), Mysore (Karnataka), Gurugram, Delhi (NCR), Kolkata (West Bengal) Education proximate communities for Underprivileged in 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, advocacy, assessment reform, teacher capacity the school building, strengthening and system systemic engagement community through public Mumbai, Pune (Maharashtra), Bangalore (Karnataka), Hyderabad (West Bengal), New Delhi, Dimapur (Nagaland), Tawang (Arunachal Pradesh), Chennai, Coimbatore (Tamil Nadu) (Telangana), Kolkata Ahmedabad (Gujarat), Akola (Maharashtra), Aligarh (UP), Alipurduar (West Bengal), Ambala (Haryana), Andaman and Nicobar Islands, Ayodhya (UP), Baghpat (UP), Banda (UP), Bangalore (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 (Nagaland), Kolhapur (Madhya Pradesh), Kiphire (Maharashtra), Kolkata (West Bengal), Koppal (Karnataka), Lucknow (UP), Majuli (Assam), Mewat (Haryana), Mumbai (Maharashtra), 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) 95 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Sl. No. CSR project or activity identified Sector in which the project is covered Projects or Programs 1) Local area or other 2) specify the state and district where the project or programs are undertaken Initiatives in Education of children with Disability Education for Children with Disability (Delhi), Hyderabad Delhi Jaipur (Rajasthan), Mumbai, Pune (Maharashtra), Bangalore, Hubli-Dharwad and Koppal (Karnataka) (Telangana), Initiatives in sustainability education in schools and colleges across India Sustainability Education 79 districts in 29 states and 3 Union Territories of India Program of higher education in engineering and technology linked to skills development for the IT industry Higher Education for skills building Bangalore (Karnataka) Initiatives in improving education in engineering colleges in India Engineering Education All parts of India 3 Ensuring environmental sustainability, ecological balance Water Bangalore (Karnataka), Pune (Maharashtra) Biodiversity Bangalore (Karnataka), Pune (Maharashtra) Energy Bangalore (Karnataka), Pune (Maharashtra), Hyderabad (Telangana), Chennai (Tamil Nadu) Waste Management Sustainability Advocacy and Research Bangalore, Mysore (Karnataka) Bangalore (Karnataka), Balashore (Odisha), Bhubaneshwar (Odisha), Chennai (Tamil Nadu), New Delhi(NCR), Hyderabad(Telangana), Pune(Maharashtra), Chikmagalur (Karnataka), Guwahati (Assam), Kurnool (Kerala), Koraput (Odisha). 4 5 Rural Development projects Rural livelihood programs Cuddalore, Coimbatore (Tamil Nadu), Ernakulam, Alappuzha (Kerala), Puri (Odisha) Providing humanitarian aid and preventive health care and sanitation Disaster relief Delhi (NCR), Bangalore (Karnataka) Amount Outlay (Budget) Project or Program Wise 17 35 Amount spent on the Projects or Programs Cumulative expenditure up to Previous reporting period Cumulative expenditure up to reporting period Amount spent: direct or through implementing agency 17 32 110 127 138 170 17 32 1,000 1,167 5,136 6,303 1,167 10 7 2 5 5 1 18 25 30 23 30 32 500 444 2,342 2,786 2 20 8 14 2 17 7 9 9 89 21 - 12 105 28 9 5 5 1 444 2 17 7 9 Total 1,790 1,818 8,451 10,269 1,818 Note: List of implementing partners is 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/- Rishad A. Premji (Chairman) Sd/- William Arthur Owens (Chairman of Board Governance, Nomination and Compensation Committee) 96 Annual Report 2019-20 A. Organizations funded through direct grants Sl. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Name of the Organization Location ASHA Community Health and Development Society Delhi Foundation for Mother and Child Health (FMCH) Kottapuram Integrated Development Society (KIDS) Late Vaibhav Phalanikar Memorial Foundation (LVMF) Legal Aid to Women (LAW) Trust Niramaya Health Foundation Rehoboth Sustainable Development Foundation Rural Literacy and Health Programme (RLHP) Sabuj Sangha SNEH Foundation Sukarya The Eleutheros Christian Society (ECS) The Evangelical Fellowship of India (EFICOR) Hasiru Dala C P Ramaswamy Environmental Education Centre (CPREEC) Mumbai Ernakulam, Kerala Pune, Maharashtra Cuddalore, Tamil Nadu Mumbai, Maharashtra Coimbatore, Tamil Nadu Mysore, Karnataka Kolkatta, West Bengal Pune, Maharashtra Gurugram, Haryana Tuensang, Nagaland Alappuzha, Puri, Kerala, Odisha Bengaluru Urban, Mysuru, Karnataka Chennai, Tamil Nadu 16 Central Himalayan Institute for Nature and Applied Research (CHINAR) Centre for Environment Education (CEE) 17 CEPT Research and Development Foundation (CRDF) 18 Green Future Foundation 19 Himalayan Yeti Foundation 20 IIM Ahmedabad 21 IIM Bangalore 22 Institute of Chemical Technology 23 North East Network 24 Samavesh Society For Development and Governance 25 26 Vayam 27 Wild Ecologues 28 29 30 Xavier University Bhubaneshwar (XUB) ACWADAM Art of Waste Management 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 Bhujal Abhiyan Trust Biome Environmental Trust Cotton University Hyderabad Urban Lab Foundation India Foundation for Humanistic Development National Center for Biological Sciences Nature Forever Society Puttenahalli Neighbourhood Lake Improvement Trust Svapnya Foundation Ujwal Trust Yelahanka Puttenahalli Lake and Bird conservation Trust Yuva Vikas Foundation Aawaj Jan Kalyan Samiti Agragamee Alternative Strategies for the Handicapped (ASTHA) Army Navy Airforce Wives Activity Trust (ANAWA) Art Sparks Foundation Aseema Charitable Trust ASHA Foundation Ashray Akruti Association for the Welfare of Persons with a Mental Handicap in Maharashtra (AWMH) Bookworm Trust & Library CARMDAKSH (Centre for Action Research & Management in Developing Attitudes, Knowledge, Skills in Human Resources) Dehradun, Uttarakhand Ahmedabad, Gujarat Ahmedabad, Gujarat Delhi Leh, Ladakh Ahmedabad, Gujarat Bangalore Urban, Karnataka Mumbai, Maharashtra Guwahati, Assam Bhopal, Madhya Pradesh Jawhar, Maharashtra Gurugram, Haryana Bhubaneshwar, Orissa Pune, Maharashtra Kadur, Chikkamagaluru, Karnataka Pune, Maharashtra Bengaluru Urban, Karnataka Guwahati, Assam Hyderabad, Telangana Bengaluru Urban, Karnataka Bengaluru Urban, Karnataka Nashik, Maharashtra Bengaluru Urban, Karnataka Bengaluru Urban, Karnataka Bengaluru Urban, Karnataka Bengaluru Urban, Karnataka Balasore, Odisha Aishbaug, Bhopal, Madhya Pradesh Kashipur, Rayagada, Odisha Delhi, New Delhi Gautam Buddh Nagar, Noida, Uttar Pradesh Bangalore, Karnataka Mumbai, Maharashtra Bangalore, Karnataka Hyderabad, Telangana Mumbai, Maharashtra Panaji, Goa Korba, Chhattisgarh Name of the Organization Location Sl. No. 54 55 56 57 58 59 60 61 62 63 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 Chale Chalo Cohesion Foundation Trust Community Educational Centre Society (CECS) Digantar Shiksha Evam Khelkhud Samiti Dnyangangotri Pratishthan Dooars Jagron Fourth Wave Foundation (FWF) Gubbachi Learning Community Innovation and Science Promotion Foundation (ISPF) Jan Sahas Social Development Society 64 Jhamtse Gatsal Children’s Community Jodo Gyan Educational Services Joy of Learning Foundation (JLF) Kalvi Thunai Karmakshetra Educational Foundation (Darpana) 65 66 67 68 69 Maarga 70 Makkala Jagriti 71 Muskaan 72 Nagaland Centre for Human Development & Information Technology (NCHD-IT) National Association for the Blind (NAB) National Centre for Promotion of Employment for Disabled People (NCPEDP) NFBM Jagriti School for Blind Girls Olcott Education Society Pararth Samiti Patang Prayas Society Roshni Social Action Centre Rural Aid Sahasra Deepika International for Education (SDIE) Samerth Charitable Trust Samridhdhi Trust School Education trust for the Disadvantaged (SETD) Shaheed Virender Smarak Samiti (SVSS) Shri Sadguru Saibaba Seva Trust Society of Parents of Children with Autistic Disorders (SOPAN) Society of the Daughters of St.Camillus (Swanthana) Space for Nurturing Creativity (SNC) Sugra Humayun Mirza Wakf Swadhar IDWC Synergy Sansthan The Ferdinand Centre for Education (TFC) The Institution of Social Studies Trust (ISST) The Society for Door Step School (DSS) Towards Future Unnati Institute for Social and Educational Change Urmi Foundation 91 92 93 94 95 96 97 98 99 100 Vanangana 101 Vidya Mytri Trust 102 Vikramshila Education Resource Society 103 Aavishkaar Yaatraa 104 Antral 105 Ayang Trust 106 Dakshin Foundation 107 Nature Conservation Foundation (NCF) 108 Teach for Green 97 Sundergarh, Odisha Kutch, Gujarat Dimapur, Nagaland Jaipur, Rajasthan Pune, Maharashtra Banarhat, Jalpaiguri, West Bengal Dharwad, Koppal, Karnataka Bangalore, Karnataka Bangalore, Karnataka Dewas, Ujjain, Madhya Pradesh Lumla Tawang, Arunachal Pradesh New Delhi Delhi-NCR Coimbatore, Tamil Nadu Ahmedabad, Gujarat Bangalore, Karnataka Bangalore, Karnataka Bhopal, Madhya Pradesh Kiphire, Nagaland Delhi-NCR New Delhi Pune, Maharashtra Chennai, Tamil Nadu Tamia, Chhindwara, Madhya Pradesh Sambalpur, Bargarh, Odisha Jaipur, Rajasthan Hangal, Karnataka Kalchini Bangalore, Karnataka Juhapura, vejalpur, Ahmedabad, Gujarat Bangalore, Karnataka Aligarh, Uttar Pradesh Samalkha, Haryana Pune, Maharashtra Mumbai, Maharashtra Bangalore, Karnataka Kedarnath valley, Rudraprayag, Uttarakhand Hyderabad, Telangana Pune, Maharashtra Harda, Madhya Pradesh New Delhi New Delhi Pune, Maharashtra Kolkata, West Bengal Akola, Maharashtra Mumbai, Maharashtra Banda , Uttar Pradesh Koppal, Karnataka Kolkata, West Bengal Palampur, Kangra, Himachal Pradesh Ranchi, Jharkhand Majuli, Assam Andamans, Andaman&Nicobar Islands Bangalore Urban, Karnataka New Delhi Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited B. Organizations funded through seeding fellowships Name of the Organization Location Name of the Organization Location Sl No. 1 2 3 4 5 6 7 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 29 30 31 32 33 34 35 36 37 38 39 40 41 Humane In Season Fish VIVASWA Adhvan Agrini Samaj Kalyan Samiti Amma Social Welfare Association (ASWA) Antraal Theatre Art of Play Foundation 9 Awadh Peoples Forum Barefoot Edu Foundation Better Education Lifestyle and Environment Foundation (BELIEF) Gramothhan Had Anhad Happy Horizons Trust Inquilab Inventions Foundation I-Saksham Kanavu Key Education Foundation Khel Khel Mein Foundation Kshamtalaya Lets Open a Book Library for All Loop Education Foundation 25 Manzil Mystics 26 Mil Ke Chalo Association 27 Mobile Pathshala in Sunderbans 28 Musht North East Education Trust Pi Jam Foundation Pratyaya EduResearch Lab Sahodaya Trust Sajag Samait Shala Sanjhi Sikhiya School Social Science Initiative Self Reliant India (SRI) Shiksharth Trust Simple Education Foundation 42 Sinchan Let’s Educate Children in Need (LECIN) South Delhi, Delhi Professionals Alliance for Youths Growth (PRAYOG) Gopalganj, Bihar Recognize, Rise and Empower Association (RREA) Kamjong, Manipur Sl No. 43 SwaTaleem Foundation 44 Swatantra Talim 45 46 47 48 49 50 51 52 53 54 55 Tarkeybein Thrive Foundation Umoya Sports Universe Simplified Foundation Upkram Vardishnu Varitra Foundation Vidhya Vidhai Foundation Vidyodaya Virasat-E-Hind Vision Empower Mewat, Haryana Lucknow, Sitapur, Uttar Pradesh Baghpat, Uttar Pradesh Chennai, Tamil Nadu New Delhi, Gurgaon, Haryana Mumbai, Maharashtra Sonbhadra, Uttar Pradesh Amalner, Maharashtra Karnal, Haryana Chennai, Tamil Nadu Kolhapur, Maharashtra Bhubaneswar, Odisha Bangalore , Ramngagara, Mysuru, Davangare, Shivamogga, Kalaburagi, Chikmaglur, Karnataka 56 We, The People Abhiyan New Delhi, Gurgaon (Haryana) C. Program support partners (not funded through grants) Sl No. 1 2 3 4 5 6 7 8 9 10 11 12 13 Name of the Organization Location Arunachal State Council for Science & Technology Itanagar, Arunachal Pradesh Assam State Council for Science & Technology Guwahati, Assam Delhi State Environment Education Department Delhi Himachal State Council for Science & Technology Simla, Himachal Pradesh Madhya Pradesh Environmental Planning and Coordination Organization Bhopal, Madhya Pradesh Meghalaya State Council for Science & Technology Shillong, Meghalaya Mizoram State Council for Science & Technology Aizawl, Mizoram Nagaland State Council for Science & Technology Kohima, Nagaland Sikkim ENVIS and Forest Department Gangtok, Sikkim Tripura State Council for Science & Technology Agartala, Tripura Carbon Disclosure Project India (CDP) Delhi Center for Study of Science, Technology and Policy (CSTEP) Bangalore Urban, Karnataka Small-Scale Sustainable Infrastructure Development Fund (S3IDF) Bangalore Urban, Karnataka 14 World Resources Institute (WRI) Mumbai, Maharashtra 15 Goa Institute of Management 16 17 18 19 20 21 22 23 IIM Kozhikode NIT Trichy TERI School of Advanced Studies Confederation of Indian Industry (CII) Government of Karnataka Eklavya Foundation Takshila Educational Society Teacher Plus Sanquelim, North Goa district, Goa Kozhikode, Kerala Trichy, Tamil Nadu Delhi Delhi Bengaluru Urban, Karnataka Bhopal, Madhya Pradesh Bhopal, Madhya Pradesh Hyderabad, Telangana Koraput, Odisha Chennai, Tamil Nadu Kurnool, Andhra Pradesh Mumbai, Maharashtra Seoni, Madhya Pradesh Shadnagar, Telangana New Delhi North Delhi, East Delhi, South Delhi (New Delhi), Faridabad (Haryana), Jhunjhunu (Rajasthan), Solan (Himachal Pradesh) Faizabad, New Delhi, Uttar Pradesh Mumbai, Maharashtra Pune, Maharashtra Sonepur, Odisha Indore, Madhya Pradesh Saharsa, Bihar Hyderabad, Telangana Jamui, Bihar Cuddalore, Tamil Nadu Bangalore, Karnataka Delhi-NCR East Delhi (New Delhi), Udaipur (Rajasthan) Spiti valley, Lahaul and Spiti, Himachal Pradesh Ukhrul, Imphal, Manipur Hyderabad, Telangana South Delhi, New Delhi Amalner, Maharashtra Kumirmari 24, South Paraganas, Khandwa, Madhya Pradesh Guwahati, Assam Pune, Maharashtra Pandhurna, Chhindwara, Madhya Pradesh Kohabari, Gaya, Bihar Mumbai, Maharashtra Ahmedabad, Gujarat Fatehgarh Sahib, Punjab Bhubaneswar, Odisha Rewari, Haryana Sukma, Chhattisgarh South Delhi (Delhi), Tehri Garhwal (Uttarakhand) Chakai, Jamui, Bihar 98 Annual Report 2019-20 Annexure VI Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended March 31, 2020 [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: i CIN Registration Date ii iii Name of the Company iv Category/Sub-Category of the Company Public Limited Company - Limited by Shares, Indian Non-Government Company v L32102KA1945PLC020800 December 29, 1945 Wipro Limited Address of the Registered office and contact details Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru – 560 035 Ph: 080-28440011, Fax: 080-28440054 Website: www.wipro.com Email: corp-secretarial@wipro.com Yes KFin Technologies Private Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032 Contact Person: Mr. B Srinivas, Manager Tel: 040-67162222 Fax: 040-2300 1153 Email: srinivas.b@kfintech.com vi Whether listed company vii Name, Address and Contact details of Registrar and Transfer Agent, if any 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:- Sl. No Name and Description of main Products/Services NIC Code of the Product/Service 1 IT Software, Services and related activities III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No. Name of the Company Address of the Company 1 2 3 4 5 6 7 Wipro, LLC 2 Tower Center Blvd, Suite 2200, East Brunswick, NJ 08816, USA Wipro Gallagher Solutions, LLC 18001, Old Cutler Road, Suite 651, Palmetto Bay, Opus Capital Market Consultants, LLC Wipro Promax Analytics Solutions, LLC Wipro Insurance Solutions, LLC 1209, Orange St, Wilmington, New Castle Florida 33157, USA 100 Tri State International, Ste, 300A Lincolnshire, IL 60069, USA 2 Tower Center Blvd, Suite 2200, East Brunswick, NJ 08816, USA Wipro IT Services, LLC Wipro Solutions Canada Limited Country-19801, USA 251, Little Falls Drive, Wilmington 19808 1 First Canadian Place, 100 King Street West, Suite 6000, Toronto Ontario M5X 1E2 62013 62020 CIN/GLN N/A N/A N/A N/A N/A N/A N/A 99 % to total turnover of the company 100% Holding/ Subsidiary/ Associate Subsidiary % of shares held 100 Applicable Section 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Name of the Company Address of the Company CIN/GLN Sl. No. 8 9 Wipro Japan KK 2-2-1, Minato-Mirai, Nishi-ku, Yokohama Wipro Shanghai Limited Room 156, 1st Floor, Changxing Building, NO.888 Bibo Road, Pudong District, Shanghai 10 Wipro Information Technology Netherlands BV Hoogoorddreef 15, 1101BA Amsterdam, The Netherlands 11 Wipro Chengdu Limited 12 Wipro (Thailand) Co. Limited 13 Wipro Technologies Limited Room 205#-209#, 304#-308, Floor2-3 of northern part of Building D2, Tianfu Software Park, No. 599, South Shi Ji Cheng Road, Chengdu High-tech District, Sichuan 152, Chartered Square Building, Unit 17-02B, North Sathorn Road, Kwaeng Silom, Khet Bangrak, Bangkok, Thailand 127473, Moscow city, Krasnoproletarskaya street, dom 16, building 1, pom I et 4 ko 3 (part), Russia 14 Wipro Technologies Australia 1198 Toorak Road, Camberwell VIC 3124, Australia Pty Ltd. 15 PT WT Indonesia 16 Wipro Travel Services Limited 17 Wipro Trademarks Holding Limited Menara BCA 50th Floor, Jl. M.H Thamrin No. 1, Jakarta Pusat, Indonesia Sarjapur Road, Doddakannelli, Bengaluru - 560035, India Sarjapur Road, Doddakannelli, Bengaluru - 560035, India 18 Wipro Networks Pte Limited 31 Cantonment Road, Singapore 089747 19 Wipro Technologies SDN BHD 20 Wipro Philippines, Inc. Suite 702, 7th Floor, Wisma Hangsam, Jalan Hang Lekir, 50000 Kuala Lumpur, Malaysia Cebu IT Tower 1, Lot 7 corner Archbishop Reyes and Mindanao St. Cebu Business Park, Cebu City, Phillippines 21 Wipro Information Technology 7, Azattyk Ave., Atyrau city, Kazakhstan Kazakhstan LLP 22 Wipro IT Services Ukraine, LLC 23 Wipro Arabia Co. Limited Shovkovychna street, 42-44, office 317, Kyiv, Ukraine, 01601 P.O. Box 31349, Jarir Complex, Al Khobar 31952, Kingdom of 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 Seef Business Centre Building, #2795 5th Floor, # 27 Wipro Gulf LLC 28 Wipro Doha LLC 510 Road 2835 , Kingdom of Bahrain P.O.Box 137, Postal Code 112,Sultanate of Oman 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 31 Wipro Do BrasilTechnologia LTDA Avenida Insurgentes Sur 1271, piso 11, Col. Extremadura Insurgentes, Alc. Benito Juárez, Ciudad de México, Mexico C.P. 03740 João Marchesini street, No. 139 - 5th and 6th floor Post Code: 80215-432 Curitiba/Parana – Brazil 100 Holding/ Subsidiary/ Associate % of shares held Subsidiary Subsidiary 100 100 Applicable Section 2(87) 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 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 N/A 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 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) Annual Report 2019-20 Sl. No. Name of the Company Address of the Company CIN/GLN 32 Wipro Do BrasilSistemetas De Informatica Ltd 33 Wipro Technologies SA 34 Wipro Technologies Peru SAC 35 Wipro do BrasilServicos de Tecnologia S.A 36 Wipro Technologies Vz, C.A Av.Maria Coelho Aguiar,215 – Bloco B– 6º. Andar – Jd. São LuisSão Paulo – SP zip code: 05804-900, Brazil Carlos Pellegrini 581/589, 7th Floor, C1009ABK Buenos Aires, Argentina Av. La Floresta 497, fifth floor, district of San Borja, province and department of Lima. Dr .Yajiro Takaoka 4.348, 8th floor, Room 809, Alphaville, CEP 06541-038, City of Santana do Parniba, Sao Paulo, Brazil Av. Blandin, Edif Corp Banca, Piso 1, Urb. La Castellana, Municipio Chacao, Estado Miranda, Caracas, Venezuela, zona postal 1060 37 Wipro Technologies W.T Sociedad Anonima Los Yoses, Avenida 10, calle 37 bis, Central Law Building, San José, Costa Rica 38 Wipro Technologies Chile SPA IsidoraGoyenechea 3000 of 1701, Las Condes Santiago, Chile. 39 Wipro Poland SP Z.O.O Al.Jerozolimskie 123a, 02-017 Warszawa, Poland 40 Wipro IT Services Poland SP Al.Jerozolimskie 123a, 02-017 Warszawa, Poland Z.O.O 41 Wipro Portugal SA 42 Wipro Technologies SRL 43 Wipro Technologies GmbH Cellent GmbH Cellent GmbH Designit A/S 44 45 46 47 48 49 Designit Spain Digital S.L 50 Designit Colombia S A S 51 Designit Peru SAC Rua Eng. Frederico Ulrich, 2650, 4470-605 Moreira, parish of Moreira, municipality of Maia, Portugal 169A, Floreasca Business Park, Calea Floreasca, Sector 1, 014459, Bucharest Hamburger Allee 2-4 (West Gate), 60486 Frankfurt am Main, Germany Ringtrabe, 70, 70736 Fellbach, Germany Lassallestraße 7b,1020 Vienna, Austria Bygmestervej 61, 2400 Copenhagen NV, Denmark Calle Joaquin Maria Lopez, Num. 8 Bis, Planta Bj, 28015 Madrid Carrera 48 20 114 Centro Empresarial Ciudad del Rio, Torre 2, Oficina 0921, Medellín, Colombia Av. Alberto del Campo 409, Oficina 503 Distrito Magdalena del Mar, Lima, Peru Designit Denmark A/S Bygmestervej 61, 2400 Copenhagen NV, Denmark Designit Germany GmbH Gabrielenstrasse 9, 80636 Munich 52 53 54 55 Designit Oslo A/S Akkersbakken 12, 0172 Oslo, Norway Designit Sweden AB Gustavslundsvägen 143, 167 51, Bromma, Sweden Designit T.L.V Limited 18 Raoul Wallenberg Street, Tel Aviv, Israel Designit Tokyo Co., Limited The Park Rex KoamichoBldg 8F, 11-8 KoamichoNihombashi Chuo-ku Tokyo 103-0016 56 Wipro IT Services SE (Formerly known as Wipro Cyprus SE) Kings Court, 185 Kings Road, Reading, Berkshire, RG1 4EX, United Kingdom 101 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 Subsidiary 100 100 2(87) 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 2(87) 2(87) 2(87) 2(87) 2(87) 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) Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Sl. No. Name of the Company Address of the Company CIN/GLN 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) N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A 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 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 100 100 2(87) 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) U74999KA2016PTC129059 Subsidiary 100 2(87) 57 Wipro Holdings Hungary 1143 Budapest, Stefániaút 101-103, Hungary KorlátoltFelelősségűTársaság 58 Wipro Holdings Investment 1143 Budapest, Stefániaút 101-103, Hungary KorlátoltFelelősségűTársaság 59 Wipro Outsourcing Services (Ireland) Limited 60 Wipro Holdings (UK) Limited 61 Wipro Europe Limited 62 Wipro UK Limited 63 Wipro Financial Services UK Limited 64 Wipro IT Services S.R.L 65 Wipro Technologies South Africa (Proprietary) Limited 66 Wipro Technologies Nigeria Limited 67 Wipro Corporate Technologies Ghana Ltd 68 Wipro (Dalian) Limited 69 Wipro Overseas IT Services Private Limited Healthplan Services Insurance Agency, LLC Healthplan Services, Inc. Appirio, Inc. 70 71 72 73 Cooper Software,LLC 74 Infocrossing, LLC 75 Wipro US Foundation 76 Appirio, K.K 77 78 Topcoder, LLC Appirio Limited 79 Appirio Limited 80 Wipro IT Services Bangladesh Limited 81 Wipro HR Services India Private Limited Dromore House, # 3rd Floor, Eastpark Business Centre, Shannon , Co. Clare, Ireland Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London,EC1M 7AD, United Kingdom Devonshire House, 60 Goswell Road, London, United Kingdom, EC1M 7AD Bucharest, 4th District, 133 CaleaSerbanVoda, Central Business Park, Building A, groundfloor, Section A.P.32, Romania The Forum, 10th Floor Office 162 Maude Street, Sandton, 2198 Johannesburg, South Africa 7th Floor, Mulliner Towers, 39 Alfred Rewane Road, (Kingsway Road), Ikoyi Lagos, Nigeria No. 9 Carrot Avenue, East Legon – Accra, Ghana D7, Spring-Field Park, Ganjingzi District, Dalian, China Sarjapur Road, Doddakannelli, Bengaluru - 560035,India 3501 E Frontage Rd, Tampa, FL 33607, USA 3501 E Frontage Rd, Tampa, FL 33607, USA 201 S. Capitol Ave., #1100 Indianapolis, IN 46225, USA 85 2nd Street, 8th Floor San Francisco, CA 94105, USA 425 National Ave STE 200, Mountain View, CA 94043, USA 251, Little Falls Drive, Wilmington, country of New Castle, Delware19908 METLIFE Aoyama Building 8F, 2-11-16, Minami Aoyama, Minato-ku, Tokyo, Japan 251 Little Falls Drive, Wilmington - 19808-1674 First Floor Block D, Iveagh Court, Harcourt Road, Dublin 2, Ireland Longcraft House, 2-8 Victoria Avenue, London, EC2M4NS, UK Grand Delvista, Level 04, Plot 1A, Gulshan Avenue, Gulshan, Dhaka-1212, Bangladesh SJP-1, D Block, A Wing, Second Floor, Doddakannelli, Sarjapur Road, Bengaluru-560035 102 Annual Report 2019-20 Sl. No. Name of the Company 82 Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD Rational Interaction, Inc.(b) Rational Consulting Australia Pty Limited(b) Rational Interaction Limited(b) International TechneGroup Incorporated(c) International TechneGroup Ltd.(c) ITI Proficiency Ltd.(c) International Technegroup S.R.L(c) 83 84 85 86 87 88 89 90 MechWorks S.R.L(c) 91 Drivestream, Inc. 92 Denim Group Limited 93 Denim Group Management, LLC Address of the Company CIN/GLN 2 Maude Street, the Forum, 10th Floor Sandton, 2196 , Johannesburg, South Africa 1201 3rd Ave, Ste 900, Seattle WA, 98101, United States C/- A&A Tax Legal Consulting, Level 4 , 34 Queen Street , Melbourne Vic 3000 6th Floor, SouthBankHouse, BarrowStreet, Dublin- 4 GH&R Business Services, Inc., 312 Walnut St., Suite 1800, Cincinnati, OH 45202 4 Carisbrooke Court Anderson, Road Buckingway Business Park, Swavesey Cambridge, Cambridgeshire, CB24 4UQ 13 Hasadna St., Ra’anana Israel, 4365007 Torino (TO) Piazza, Solferino 20 CAP 10121 Mechworkss.r.l. Uninominale - Via Vallescura 8/2 40136 Bologna 45610 Woodland Road, Suite 150 Sterling, VA 20166, USA 1354 North Loop 1604 E, Suite 110, San Antonio, Texas 78232 1354 North Loop 1604 E, Suite 110, San Antonio, Texas 78232 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 Subsidiary % of shares held 100 Applicable Section 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary 100 2(87) Subsidiary Subsidiary 100 100 2(87) 2(87) Subsidiary 100 2(87) Associate 47.3 Associate 33 2(6) 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) Rational Interaction, Inc., Rational Consulting Australia Pty Ltd. and Rational Interaction Limited were acquired on February 21, 2020. (c) International TechneGroup Incorporated, International TechneGroup Ltd., ITI Proficiency Ltd., International Technegroup S.R.L. and MechWorks S.R.L. were acquired on October 3, 2019. Frontworx Informationstechnologie GmbH was merged with and into Cellent GmbH, Austria with effect from August 22, 2019. Therefore, particulars of the entity are not included in the above list. Appirio GmbH was liquidated with effect from January 22, 2020. Therefore, particulars of the entity are not included in the above list. Digital Aps was merged with and into Designit A/s with effect from March 16, 2020. Therefore, particulars of Digital Aps are not included in the above list. Wipro Retail UK Limited was dissolved with effect from July 23, 2019. Therefore, particulars of the entity are not included in the above list. 103 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 01, 2019) No. of shares held at the end of the year (March 31, 2020) Demat Physical Total % of Total shares Demat Physical Total % of Total shares % Change during the year (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) (c) 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) 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) : Total A=A(1)+A(2) : PUBLIC SHAREHOLDING INSTITUTIONS Mutual Funds/UTI Financial Institutions /Banks Central Government / State Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Qualified Foreign Investor Others -Alternate Investment Fund & Qualified Institutional Buyer 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 (ii) Individuals holding nominal share capital in excess of ` 1 lakh Qualified Foreign Investor 254,451,816 - 22,309,537 - - - - - 254,451,816 4.22 241,913,816 - - - 22,309,537 0.37 21,175,812 - - - - - - - 241,913,816 - 4.23 - 0.01 - 21,175,812 0.37 0.00 - - - 3,381,286,878 - 3,381,286,878 56.04 3,209,456,718 - 3,209,456,718 56.17 797,948,834 4,455,997,065 - 797,948,834 - 4,455,997,065 13.22 757,398,687 73.85 4,229,945,033 - 757,398,687 - 4,229,945,033 - - - - - - - - - - - - 4,455,997,065 94,005,955 29,674,597 - - 267,932,933 538,940,494 - - 528,918 - - - - - - - - - - - 4,455,997,065 - - - - - - - - - - 73.85 4,229,945,033 - - - - - - - - - - - 4,229,945,033 - - - - - - - - - 94,005,955 29,674,597 - - 267,932,933 538,940,494 - - 1.56 0.49 - - 4.44 8.94 - - 80,903,316 40,300,081 - - 278,750,138 482,637,533 - - 528,918 0.01 22,358,046 80,903,316 40,300,081 - - 278,750,138 482,637,533 - - - - - - - - - - - - 22,358,046 0.39 904,949,114 15.84 931,082,897 - 931,082,897 15.44 904,949,114 126,246,943 661,552 - 110,455 - - 126,357,398 661,552 - 2.09 0.01 - 48,739,941 54,233 - 85,513 - - 48,825,454 54,233 - 0.85 0.00 - 99,179,142 1,127,021 100,306,163 1.66 121,926,209 853,654 122,779,863 2.15 0.49 195,849,721 11,021,921 206,871,642 3.43 189,302,519 7,824,590 197,127,109 3.45 0.02 - - - - - - - - - 104 13.26 74.04 - - - - - - 74.04 1.42 0.71 - - 4.88 8.45 - - 0.13 0.04 0.19 - - - - - - 0.19 (0.14) 0.22 - - 0.44 (0.49) - - 0.38 0.40 (1.24) (0.01) - Annual Report 2019-20 Category Code Category of Shareholder No. of shares held at the beginning of the year (April 01, 2019) No. of shares held at the end of the year (March 31, 2020) Demat Physical Total % of Total shares Demat Physical Total % of Total shares (d) (C) (1) (2) - 9,771,422 27,353,853 27,353,853 272 - - 32,137,150 1,706,952 88,748 32,136,878 1,706,952 88,748 Others NON-RESIDENT INDIANS IEPF Foreign Bodies - DR TRUSTS (a) Wipro Equity Reward Trust * (b) Other Trusts Non-Executive Directors and Executive Directors & Relatives 4,303,891 CLEARING MEMBERS 56,924 FOREIGN NATIONAL 497,361,004 Sub-Total B(2) : 1,428,443,901 Total B=B(1)+B(2) : Total (A+B) : 5,884,440,966 Shares held by custodians, against which Depository Receipts have been issued Promoter and Promoter Group Public GRAND TOTAL (A+B+C): 4,303,891 - 56,924 - 509,620,673 12,259,669 12,259,669 1,440,703,570 12,259,669 5,896,700,635 137,234,753 12,259,669 6,033,935,388 137,234,753 6,021,675,719 9,771,422 4,978 4,978 - - - - - - 0.54 0.03 0.00 0.45 0.16 0.00 31,236,530 1,742,712 84,239 22,746,081 12,108,585 - 272 - - 31,236,802 1,742,712 84,239 - - - 22,746,081 12,108,585 - 1,970,363 56,924 - - 429,968,336 8,764,029 1,970,363 0.07 56,924 0.00 438,732,365 8.44 23.88 1,334,917,450 8,764,029 1,343,681,479 97.73 5,564,862,483 8,764,029 5,573,626,512 - - - - 2.27 139,730,878 100.00 5,704,593,361 8,764,029 5,713,357,390 139,730,878 - 0.55 0.03 0.00 0.40 0.21 - 0.03 0.00 7.68 23.52 97.55 - 2.45 100.00 % Change during the year 0.01 0.00 0.00 (0.05) 0.05 - (0.04) 0.00 (0.76) (0.36) (0.18) - 0.18 * 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. Percentage of shareholding in the above table have been subject to rounding-off adjustments. ii. Shareholding of Promoter and Promoter Group Shareholder’s Name Shareholding at the beginning of the year (April 1, 2019) No. of Shares % of total Shares of the Company % of Shares Pledged/ encumbered to total shares No. of Shares Shareholding at the end of the year (March 31, 2020) % of total Shares of the Company 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 Azim Premji Trust (2) TOTAL 249,080,265 2,833,776 1,831,109 706,666 1,187,751,441 1,204,319,438 989,215,999 20,808,209 1,501,328 797,948,834 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 - - - - - - - - - - - 236,815,234 2,689,770 1,738,057 670,755 1,127,392,315 1,143,118,360 938,946,043 4.14 0.05 0.03 0.01 19.73 20.01 16.43 19,750,778 0.35 1,425,034 0.02 757,398,687 4,229,945,033 13.26 74.04 Note: (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 and promoter group at the end of the year is as a result of respective participation in the buyback, overall reduction of paid-up share capital consequent to buyback and dilution on account of allotment of equity shares to employees pursuant to exercise of stock options. Percentage of shareholding in the above table have been subject to rounding-off adjustments. 105 % change in shareholding during the year (3) 0.01 0.00 0.00 0.00 0.05 0.05 0.04 0.01 0.00 0.04 0.19 % of Shares Pledged/ encumbered to total shares - - - - - - - - - - - Sr. No. 1 2 3 4 5 6 7 8 9 10 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited iii. Change in Promoters’ Shareholding (please specify, if there is no change) Sl. No. Shareholder’s Name At the beginning of the year (April 1, 2019) Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc): Azim H. Premji Yasmeen A Premji Rishad A. Premji Tariq A Premji Mr. Azim H. 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 (1) 1 2 3 4 5 6 7 8 9 10 Azim Premji Philanthropic Initiatives Private Limited(2) At the End of the year (March 31, 2020) Shareholding at the beginning of the year (April 1, 2019) % of total shares of the company No. of shares 4,455,997,065 73.85 Increase/Decrease in Shareholding Cumulative Shareholding during the year Date Reason No. of Shares % total shares of the Company No. of Shares % total shares of the Company(3) 249,080,265 2,833,776 18,31,109 7,06,666 4.13 0.05 0.03 0.01 09-09-19 Buyback (12,265,031 ) (0.21) 236,815,234 4.14 09-09-19 Buyback (144,006) (0.00) 2,689,770 0.05 09-09-19 Buyback (93,052 ) (0.00) 1,738,057 0.03 09-09-19 Buyback (35,911) (0.00) 670,755 0.01 989,215,999 16.39 09-09-19 Buyback (50,269,956) (0.88) 938,946,043 16.43 1,187,751,441 19.68 09-09-19 Buyback (60,359,126) (1.06) 1,127,392,315 19.73 1,204,319,438 19.96 09-09-19 Buyback (61,201,078 ) (1.07) 1,143,118,360 20.01 1,501,328 0.02 09-09-19 Buyback (76,294) (0.00) 1,425,034 0.02 797,948,834 20,808,209 13.32 09-09-19 Buyback (40,550,147) (0.71) 757,398,687 13.26 0.34 09-09-19 Buyback (1,057,431) (0.02) 19,750,778 0.35 4,229,945,033 74.04 (1) Mr. Azim H. Premji disclaims the beneficial ownership of shares held by Azim Premji Trust. (2) Mr. Azim H. Premji disclaims the beneficial ownership of shares held by Azim Premji Philanthropic Initiatives Private Limited. (3) Percentage change in shareholding of promoters and promoter group at the end of the year is as a result of respective participation in the buyback, overall reduction of paid-up share capital consequent to buyback and dilution on account of allotment of equity shares to employees pursuant to exercise of stock options. 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 1 At the beginning of the year Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer/bonus/sweat equity etc): At the End of the year ( or on the date of separation, if separated during the year) 2 3 No. of shares % of total shares of the Company Refer Annexure A Cumulative Shareholding during the year (2019-20) % of total shares No. of of the Company shares 106 Annual Report 2019-20 v. Shareholding of Directors and Key Managerial Personnel: Sl. No 1 2 3 For Each of the Directors and KMP At the beginning of the year Date wise Increase/Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/transfer/ bonus/ sweat equity etc): At the end of the year (March 31, 2020) V. INDEBTEDNESS Shareholding at the beginning of the year April 1, 2019) Cumulative Shareholding during the year (2019-20) No. of shares % of total shares of the Company No. of shares % of total shares of the Company Refer Annexure B Indebtedness of the Company including interest outstanding/accrued but not due for payment. 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 l Addition l Reduction Reclassification to Lease Liabilities on adoption of Ind AS 116 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) Secured Loans excluding deposits Unsecured Loans Deposits (` in Million) Total Indebtedness 596 50,683 - 51,279 - - - 35 596 50,718 - 102,509 - 106,836 (596) - - 4,103 (596) (224) - 50,459 - - - 23 - 50,482 - - - - - - - - - - - - - 35 51,314 102,509 106,836 (596) 4,103 (820) 50,459 - 23 50,482 107 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole Time Directors and/or Manager (` in Crores) Particulars of Remuneration Sl. No. 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) 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) Rishad A. Premji(1)(4) Azim H. Premji (4)(5) Name of MD/WTD/Manager Abidali Z Neemuchwala(2)(3) 1.31 0.98 - - - - - - 2.50 0.35 5.15 7.64 - - 15.45 - - - 9.15 - 0.03 32.28 0.10 0.72 - - - - - - 0.04 0.16 1.02 Ceiling as per the Companies Act, 2013 ` 1,117 (being 10% of Net Profits of the Company as calculated under Section 198 of the Companies Act, 2013) (1) Mr. Rishad A. Premji’s compensation also included cash bonus (part of his allowances) on an accrual basis, which is payable over a period (2) (3) (4) (5) of time. Figures mentioned in ` are equivalent of amounts paid in US $. The Company announced on January 31, 2020 that Mr. Abidali Z. Neemuchwala has resigned from the position of Chief Executive Officer and Managing Director due to family commitments and will, however, continue to hold the office of Chief Executive Officer and Managing Director until a successor is appointed. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020. Compensation for Mr. Abidali Z. Neemuchwala for the year ended March 31, 2020 includes cost of accelerated vesting of unvested options and variable pay. In view of the current situation caused by COVID-19, uncertainty in business is likely to last for the next few months. To show solidarity with the team in facing the challenge: • Mr. Azim H. Premji, Founder Chairman, has foregone the profit linked commission payable to him for the relevant period for financial year 2019-20. • Mr. Rishad A. Premji, Chairman, has foregone the variable pay and profit linked commission payable to him for the relevant period for financial year 2019-20. Accordingly, the Board did not determine profit linked commission due to Mr. Azim H. Premji for FY 2019-20, variable pay and profit linked commission due to Mr. Rishad A. Premji for financial year 2019-20 and the remuneration disclosed in the table above does not include the same. The executive compensation disclosed for Mr. Azim H. Premji is for the period April 1, 2019 to July 30, 2019. The details of commission and sitting fees paid to Mr. Azim H. Premji for the period from July 31, 2019 to March 31, 2020 in his capacity as Non-Executive, Non-Independent Director are provided at Annexure C. Figures in the above table are subject to rounding-off adjustment. 108 Annual Report 2019-20 B. Remuneration to Other Directors 2019-20: (` in Crores) Sl. no. 1 2 Particulars of Remuneration Independent Directors • Fee for attending board committee meetings • Commission • Others, please specify Total (1) 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 Companies Act, 2013 Name of Directors Refer Annexure C ` 111 (being 1% of Net Profits of the Company as calculated as under Section 198 of the Companies Act,2013). C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD (` in Crores) Sl. No 1 2 3 4 5 Particulars of Remuneration Key Managerial Personnel Chief Financial Officer* Company Secretary** Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 Stock Option Sweat Equity Commission - as % of profit - others Retirals Total 2.45 0.21 - 1.53 - - - 0.25 4.45 1.21 0.01 - 0.19 - - - 0.07 1.48 * Computation of remuneration to the Chief Financial Officer is on an accrual basis and includes the amortization of Restricted Stock Units (RSUs), granted to him, 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 Company Secretary includes perquisites value of RSUs exercised during the financial year and does not include grant of such options. Figures in the above table have been rounded-off to two decimals. VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: There were no penalties, punishment or compounding of offences during the year ended March 31, 2020. 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 109 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Annexure A SHAREHOLDING PATTERN OF TOP 10 SHAREHOLDERS BETWEEN APRIL 01, 2019 AND MARCH 31, 2020 (OTHER THAN DIRECTORS, PROMOTERS AND HOLDERS OF GDR AND 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 2 3 4 5 6 7 01/04/2019 12/04/2019 26/04/2019 26/04/2019 02/08/2019 02/08/2019 13/09/2019 31/03/2020 01/04/2019 05/04/2019 31/03/2020 01/04/2019 13/09/2019 13/03/2020 20/03/2020 31/03/2020 01/04/2019 05/04/2019 12/04/2019 19/04/2019 26/04/2019 03/05/2019 10/05/2019 17/05/2019 07/06/2019 14/06/2019 21/06/2019 13/09/2019 18/10/2019 25/10/2019 06/12/2019 10/01/2020 17/01/2020 07/02/2020 28/02/2020 06/03/2020 27/03/2020 31/03/2020 01/04/2019 01/04/2019 to 31/03/2020 31/03/2020 01/04/2019 13/09/2019 31/03/2020 01/04/2019 26/04/2019 13/09/2019 31/03/2020 Opening Balance Purchase Purchase Sale Purchase Sale Sale Closing Balance Opening Balance Sale Closing Balance Opening Balance Sale Purchase Purchase Closing Balance Opening Balance Purchase Purchase Purchase Sale Sale Sale Purchase Purchase Purchase Purchase Sale Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Closing Balance Opening Balance Transfer of shares pur- suant to exercise of vested stock options Closing Balance Opening Balance Sale Closing Balance Opening Balance Purchase Sale Closing Balance LIFE INSURANCE CORPORATION OF INDIA 265,166,536 38,610,038 13,511,002 13,464,744 309,605 5,880,679 551,560 CUSTODIAN OF ENEMY PROPERTY FOR INDIA 45,924,848 45,924,848 ALCO COMPANY PRIVATE LIMITED GOVERNMENT PENSION FUND GLOBAL WIPRO EQUITY REWARD TRUST 41,866,666 1,943,760 13,333 261 28,604,032 1,094,889 584,789 130,820 292,626 549,467 1,218,932 1,181,385 24,333 117,537 101,465 1,442,300 835,000 836,553 1,099,237 242,504 328,088 1,030,073 314,363 677,283 1,215,881 27,353,853 4,607,772 ICICI PRUDENTIAL VALUE DISCOVERY FUND 22,849,304 1,161,155 LIFE INSURANCE CORPORATION OF INDIA P & GS FUND 20,814,988 13,501,002 1,591,838 110 4.39 0.64 0.22 0.22 0.01 0.10 0.01 0.76 0.76 0.69 0.03 0.00 0.00 0.47 0.02 0.01 0.00 0.00 0.01 0.02 0.02 0.00 0.00 0.00 0.03 0.01 0.01 0.02 0.00 0.01 0.02 0.01 0.01 0.02 - 0.45 0.05 0.38 0.00 0.34 0.22 0.00 265,166,536 303,776,574 290,265,572 276,800,828 276,491,223 270,610,544 270,058,984 270,058,984 45,924,848 - - 41,866,666 39,922,906 39,936,239 39,936,500 39,936,500 28,604,032 29,698,921 30,283,710 30,414,530 30,121,904 29,572,437 28,353,505 29,534,890 29,559,223 29,676,760 29,778,225 28,335,925 29,170,925 30,007,478 31,106,715 31,349,219 31,677,307 32,707,380 33,021,743 33,699,026 34,914,907 34,914,907 27,353,853 22,746,081 22,746,081 22,849,304 21,688,149 21,688,149 20,814,988 34,315,990 32,724,152 32,724,152 4.39 5.03 4.81 4.59 4.58 4.48 4.73 4.73 0.76 - - 0.69 0.70 0.70 0.70 0.70 0.47 0.49 0.50 0.50 0.50 0.49 0.47 0.49 0.49 0.49 0.49 0.50 0.51 0.53 0.54 0.55 0.55 0.57 0.58 0.59 0.61 0.61 0.45 0.40 0.40 0.38 0.38 0.38 0.34 0.57 0.57 0.57 Annual Report 2019-20 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 SBI-ETF NIFTY 50 8 01/04/2019 05/04/2019 12/04/2019 19/04/2019 26/04/2019 03/05/2019 10/05/2019 17/05/2019 24/05/2019 31/05/2019 07/06/2019 14/06/2019 21/06/2019 28/06/2019 05/07/2019 12/07/2019 19/07/2019 26/07/2019 02/08/2019 09/08/2019 16/08/2019 23/08/2019 30/08/2019 06/09/2019 13/09/2019 20/09/2019 27/09/2019 30/09/2019 04/10/2019 11/10/2019 18/10/2019 25/10/2019 01/11/2019 08/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 13/12/2019 20/12/2019 27/12/2019 31/12/2019 03/01/2020 10/01/2020 17/01/2020 24/01/2020 31/01/2020 07/02/2020 14/02/2020 21/02/2020 28/02/2020 06/03/2020 13/03/2020 20/03/2020 27/03/2020 31/03/2020 31/03/2020 Opening Balance Purchase Sale Sale Sale Purchase Purchase Purchase Purchase Sale Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Sale Purchase Purchase Sale Sale Purchase Purchase Purchase Sale Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Purchase Sale Purchase Purchase Purchase Purchase Purchase Sale Purchase Purchase Purchase Purchase Purchase Purchase Sale Purchase Purchase Closing Balance 16,566,685 127,127 1,192,753 700,374 189,457 1,936,324 126,225 222,156 73,491 182,493 253,482 74,239 336,394 155,134 672,177 305,326 231,986 105,860 348,512 189,696 105,984 1,123,536 1,261,557 834,465 52,224 71,040 1,117,068 22,080 2,272,723 28,627 135,000 62,820 143,331 124,387 113,220 89,100 73,980 72,000 77,940 60,480 692,658 38,079 48,240 43,380 36,540 53,280 117,755 764,260 47,520 35,820 351,540 584,917 219,536 6,058 600,577 331,932 - 0.27 0.00 0.02 0.01 0.00 0.03 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.01 0.01 0.00 0.00 0.01 0.00 0.00 0.02 0.02 0.01 0.00 0.00 0.02 0.00 0.04 0.00 0.00 0.00 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 0.01 0.00 0.00 0.01 0.01 0.00 0.00 0.01 0.01 - 16,566,685 16,693,812 15,501,059 14,800,685 14,611,228 16,547,552 16,673,777 16,895,933 16,969,424 16,786,931 17,040,413 17,114,652 17,451,046 17,606,180 18,278,357 18,583,683 18,815,669 18,921,529 18,573,017 18,762,713 18,868,697 17,745,161 16,483,604 17,318,069 17,370,293 17,441,333 16,324,265 16,346,345 18,619,068 18,647,695 18,782,695 18,845,515 18,988,846 19,113,233 19,226,453 19,315,553 19,389,533 19,461,533 19,539,473 19,599,953 18,907,295 18,945,374 18,993,614 19,036,994 19,073,534 19,126,814 19,009,059 19,773,319 19,820,839 19,856,659 20,208,199 20,793,116 21,012,652 21,006,594 21,607,171 21,939,103 21,939,103 111 0.27 0.28 0.26 0.25 0.24 0.27 0.28 0.28 0.28 0.28 0.28 0.28 0.29 0.29 0.30 0.31 0.31 0.31 0.31 0.31 0.31 0.29 0.27 0.29 0.30 0.31 0.29 0.29 0.33 0.33 0.33 0.33 0.33 0.33 0.34 0.34 0.34 0.34 0.34 0.34 0.33 0.33 0.33 0.33 0.33 0.33 0.33 0.35 0.35 0.35 0.35 0.36 0.37 0.37 0.38 0.38 0.38 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 9 10 01/04/2019 05/04/2019 12/04/2019 03/05/2019 10/05/2019 17/05/2019 24/05/2019 31/05/2019 07/06/2019 14/06/2019 21/06/2019 05/07/2019 12/07/2019 19/07/2019 26/07/2019 02/08/2019 09/08/2019 16/08/2019 23/08/2019 06/09/2019 13/09/2019 20/09/2019 30/09/2019 04/10/2019 11/10/2019 18/10/2019 25/10/2019 01/11/2019 08/11/2019 15/11/2019 22/11/2019 29/11/2019 06/12/2019 13/12/2019 20/12/2019 31/12/2019 10/01/2020 17/01/2020 24/01/2020 31/01/2020 07/02/2020 14/02/2020 21/02/2020 28/02/2020 06/03/2020 13/03/2020 20/03/2020 27/03/2020 31/03/2020 31/03/2020 01/04/2019 12/04/2019 10/05/2019 17/05/2019 24/05/2019 31/05/2019 07/06/2019 21/06/2019 29/06/2019 31/03/2020 Opening Balance Purchase Sale Sale Sale Sale Purchase Sale Purchase Purchase Purchase Purchase Sale Sale Sale Sale Sale Sale Sale Purchase Sale Sale Sale Purchase Purchase Purchase Sale Sale Purchase Purchase Sale Sale Sale Sale Purchase Sale Purchase Sale Sale Sale Sale Purchase Sale Sale Purchase Sale Sale Purchase Sale Closing Balance Opening Balance Purchase Sale Sale Sale Sale Sale Sale Sale Closing Balance GOVERNMENT OF SINGAPORE ISHARES EMERGING MARKETS MINIMUM VOLATILITY MAURITIUS 112 16,081,827 264,755 3,615 329,963 651,362 21,043 62,670 2,712,027 1,664,166 32,129 393,961 62,498 263,138 236,417 61,592 77,863 154,901 53,915 95,436 241,849 884,408 70,540 10,543 151,556 35,672 35,381 126,742 33,436 29,250 39,545 4,470 833,908 703,818 5,211 112,382 214,311 40,024 109,122 85,954 20,809 530,272 37,473 9,553 11,682 560,096 24,125 58,856 33,147 97,414 16,030,680 180690 148584 83835 1496491 5451573 472805 22776 8535306 0.27 0.00 0.00 0.01 0.01 0.00 0.00 0.04 0.03 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.02 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.00 0.00 0.00 0.01 0.00 0.00 0.00 0.00 0.00 0.27 0.00 0.00 0.00 0.02 0.09 0.01 0.00 0.14 16,081,827 16,346,582 16,342,967 16,013,004 15,361,642 15,340,599 15,403,269 12,691,242 14,355,408 14,387,537 14,781,498 14,843,996 14,580,858 14,344,441 14,282,849 14,204,986 14,050,085 13,996,170 13,900,734 14,142,583 13,258,175 13,187,635 13,177,092 13,328,648 13,364,320 13,399,701 13,272,959 13,239,523 13,268,773 13,308,318 13,303,848 12,469,940 11,766,122 11,760,911 11,873,293 11,658,982 11,699,006 11,589,884 11,503,930 11,483,121 10,952,849 10,990,322 10,980,769 10,969,087 11,529,183 11,505,058 11,446,202 11,479,349 11,381,935 11,381,935 16,030,680 16,211,370 16,062,786 15,978,951 14,482,460 9,030,887 8,558,082 8,535,306 - - 0.27 0.27 0.27 0.27 0.25 0.25 0.26 0.21 0.24 0.24 0.24 0.25 0.24 0.24 0.24 0.24 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.23 0.22 0.21 0.21 0.21 0.20 0.20 0.20 0.20 0.20 0.19 0.19 0.19 0.19 0.20 0.20 0.20 0.20 0.20 0.20 0.27 0.27 0.27 0.26 0.24 0.15 0.14 0.14 - - Annual Report 2019-20 Annexure B Shareholding of Directors and Key Managerial Personnel Name Nature of Transaction Rishad A. Premji# Chairman Azim H. Premji@ Non-Executive, Non-Independent Director Ashok S. Ganguly$ Independent Director N. Vaghul$ Independent Director William A. Owens Independent Director Opening Balance - 01/04/2019 Buyback- 09/09/2019 Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Buyback- 09/09/2019 Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 Abidali Z. Neemuchwala& Chief Executive Officer and Managing Director Opening Balance - 01/04/2019 Purchase - 19/04/2019 (Exercise of RSU) Purchase - 13/09/2019 (Exercise of RSU) Sale - 13/09/2019 (RSUs through cashless mode) Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Purchase/Sale Closing Balance - 31/03/2020 M. K. Sharma Independent Director Ireena Vittal Independent Director Patrick J Ennis Independent Director Patrick A. Dupuis Independent Director Arundhati Bhattacharya Independent Director Jatin Pravinchandra Dalal ^ Chief Financial Officer M Sanaulla Khan Company Secretary Shareholding at the begin- ning of the year April 01, 2019 Cumulative Shareholding of the year (2019-20) No. of Shares 1,831,109 (93,052) - 254,451,816 (12,538,000) - 4,978 - - - - - - 426,666 320,000 160,000 (66,978) - - - - - - - - - - - - - - - % of total shares of the company (1) 0.03 - - 4.22 - - 0.00 - - - - - - 0.01 - - - - - - - - - - - - - - - - - - No. of Shares - 1,738,057 1,738,057 - 241,913,816 241,913,816 - - - - - - - - 746,666 906,666 839,688 839,688 - - - - - - - - - - - - - - % of total shares of the company (2) - 0.03 0.03 - 4.23 4.23 - - - - - - - - 0.01 0.02 0.01 0.01 - - - - - - - - - - - - - - - 0.00 0.00 0.00 0.00 - 0.00 0.00 0.00 Opening Balance - 01/04/2019 Purchase - 03/05/2019 (Exercise of RSU) Sale - 22/07/2019 Buyback- 09/09/2019 Closing Balance - 31/03/2020 Opening Balance - 01/04/2019 Sale - 10/05/2019 Purchase - 12/09/2019 (Exercise of RSU) Closing Balance - 31/03/2020 23,850 80,000 (50,000) (5,029) - 16,000 (15,400) 7,360 - 0.00 - - - 0.00 - - - - 103,850 53,850 48,821 48,821 - 600 7,960 7,960 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. @ $ Retired as Independent Director from the Board of the Company with effect from July 31, 2019 & Represents ADSs having equivalent underlying equity shares. ^ Includes shares held jointly by Mr. Jatin Pravinchandra Dalal and a member of his immediate family. Percentage change in shareholding at the end of the year is as a result of respective participation in the buyback, overall reduction of paid-up share capital consequent to buyback and dilution on account of allotment of equity shares to employees pursuant to exercise of stock options. 113 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Annexure C Remuneration to other Directors 2019-20: (` in Crores) Non- Executive Non- Independent Director Mr. Azim H. Premji Particulars of Remuneration for Fee attending board and committee meetings Commission Others, please specify TOTAL Independent Directors Mr. William A. Owens* Mr. M. K. Sharma Mrs. Ireena Vittal Dr. Patrick J. Ennis* Mr. Patrick A. Dupuis* @ Mrs. Arundhati Bhattacharya Mr. N. Vaghul# Dr. Ashok Ganguly# 0.04 2.66 - 2.70 0.05 1.03 - 1.08 0.05 0.96 - 1.01 0.04 1.95 - 1.99 0.04 1.46 - 1.50 0.05 0.84 - 0.89 0.02 0.36 - 0.38 0.02 0.28 - 0.30 0.03 0.48 - 0.51 * @ Figures mentioned are ` equivalent of amount paid in US$. In support of Wipro’s humanitarian efforts to combat COVID-19, Mr. Patrick Dupuis, Independent Director, has foregone the commission payable to him for quarter ended March 31, 2020 and Wipro will contribute Mr. Dupuis’ commission to Wipro Cares for its various COVID-19 related activities as part of its Corporate Social Responsibility program. # Retired as Independent Director from the Board of the Company with effect from July 31, 2019. Figures in the above table have been rounded-off to two decimals. 114 Annual Report 2019-20 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: Be passionate about clients’ success Treat each person with respect Be global and responsible Unyielding integrity in everything we do 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 the 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 of Directors 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. II. Shareholders The Companies Act, 2013, Securities and Exchange India (Listing Obligations and Disclosure Board of Requirements) Regulations, 2015 (“Listing Regulations”) and New York Stock Exchange (NYSE) Listed Company Manual prescribe 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 matters and adequate notice with a detailed explanation is sent to the shareholders well in advance to obtain necessary approvals. III. Board of Directors 1. Composition of Board As at March 31, 2020, our Board had two Executive Directors, six non-executive Independent Directors and one non-executive non-independent Director. The Executive Chairman and Whole time Director, and the non-executive non-independent Director are Promoter Directors. The Chief Executive Officer (CEO) and Managing Director is a professional CEO who is responsible for the day to day operations of the Company. Of the seven Non-Executive Directors, six 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 are independent of the management and satisfy the criteria of 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. 115 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 2. Board Meetings 4. Appointment of Directors the Board meeting dates in We decide about consultation with the 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. In line with Para 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, and Wipro is committed to adhere to this requirement. 3. 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 our 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, various matters such as appointment of Directors and Key Managerial Personnel, corporate actions, review of internal and statutory audits, details of investor grievances, acquisitions, important positive/negative managerial developments and statutory matters are presented to the respective Committees of the Board and later with the recommendation of Committees to the Board of Directors for their approval. decisions, material 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. The Board has adopted the provisions with respect to appointment and tenure of Independent Directors consistent with the Companies Act, 2013 and the Listing Regulations. 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. 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/ investors/corporate-governance/. Details of Directors proposed for appointment/ re-appointment at the 74th Annual General Meeting (AGM) is provided at page no. 73 as part of the Board’s Report and in the notice convening the 74th AGM. Lead Independent Director The Board has designated Mr. M. K. Sharma 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/investors/ corporate-governance/. 5. Policy for Selection and Appointment of Directors and their Remuneration The Board Governance, Nomination and Compensation Committee has adopted a policy which, inter alia, deals with the manner of selection of Directors and payment of their remuneration as described herein below. 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 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 as 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. 116 Annual Report 2019-20 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 case of re-appointment of Independent Directors, the Board takes into consideration the performance evaluation of the Independent Directors and their engagement level. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have completed the registration with the Independent Directors Databank. 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 Strong management and leadership experience, including in areas of business development, strategic planning and mergers and acquisitions, ideally with major public companies with successful multinational operations in technology, manufacturing, banking, investments and finance, international business, scientific research and development, senior level government experience and academic administration. Information Technology Expertise or experience in information technology business, technology consulting and operations, emerging areas of technology such as digital, cloud and cyber security, intellectual property in information technology domain, and knowledge of technology trends. Diversity Diversity of thought, experience, knowledge, perspective, gender and culture brought to the Board by individual members. Varied mix of strategic perspectives, geographical focus with knowledge and understanding of key geographies. Functional and managerial experience 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 values Personal characteristics matching the Company’s values, such as integrity, accountability, and high performance standards. Corporate governance Experience in developing and implementing good corporate 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. Experience in boards and committees of other large companies. Given below is a list of core skills, expertise and competencies of the individual Directors: Name of Director Mr. Rishad A. Premji Mr. Abidali Z. Neemuchwala Mr. Azim H. Premji Mr. William Arthur Owens Mr. M. K. Sharma Mrs. Ireena Vittal Dr. Patrick J. Ennis Mr. Patrick Dupuis Mrs. Arundhati Bhattacharya Mr. N. Vaghul** Dr. Ashok S. Ganguly** Wide Management and Leadership Experience* Skills/Expertise/Competencies 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. ** Mr. N. Vaghul and Dr. Ashok S. Ganguly retired as Independent Directors of the Company with effect from July 31, 2019. 117 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 6. 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, 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/investors/ corporate-governance/. 7. Succession Planning We have an effective mechanism for succession planning which focuses on orderly succession of including Executive Directors and other Directors, 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. 8. Board Evaluation Details of methodology adopted for Board evaluation have been provided at page no. 74 as part of the Board’s Report. 9. 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: a) 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. b) 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 aggregate 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 pro-rata basis to those Directors who occupy office for part of the year. c) Reimbursement of travel, stay and other expenses for participation in Board/Committee meetings. d) Independent Directors are not entitled to participate in the stock option schemes of the Company. Following are the terms of conditions for determining the remuneration of Mr. Azim H. Premji, who is a Non-Executive, Non-independent Director: a) Remuneration as applicable to other Non-Executive Directors of the Company, in addition to the sitting fees for attending the meetings of the Board thereof, 118 Annual Report 2019-20 as may be determined by the Board, provided however that the aggregate remuneration, including commission, paid to the Directors other than the Managing Director and Whole Time Directors in a financial year shall not exceed 1% of the net profits of the Company, in terms of Section 197 of the Companies Act, 2013 and computed in the manner referred to in Section 198 of the Companies Act, 2013. b) Maintenance of Founder Chairman’s office including executive assistant at Company’s expense. c) Reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per the Company’s policy. In determining the remuneration of Chairman, CEO and Managing Director, and 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-term and long-term performance objectives, Details of Remuneration to Directors appropriate to the working of the Company and its goals. b) 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, vis-à- vis KRAs/KPIs, industry benchmark and current compensation trends in the market. individuals’ performance The Board Governance, Nomination and Compensation Committee recommends the remuneration for the Chairman, CEO and Managing Director, Senior Management and Key Managerial Personnel. The payment of remuneration to the Executive Directors and Non-Executive Directors is approved by the Board and Members. Prior approval of Members is to also obtained Non-Executive Directors. There was no change to the remuneration policy during the financial year. remuneration payable in case of Details of remuneration paid to the Directors for the services rendered and stock options during the financial year 2019-20 are given below. No stock options were granted to any of the Independent Directors and Promoter Directors during the year 2019-20. Rishad A. Premji(c)(e) Son of Azim H. Premji 13,143,006 24,993,243 NA Abidali Z. Neemuchwala(a)(f) None 76,417,305 NA 91,513,209 Azim H. Premji(c)(g) Father of Rishad A. Premji 1,000,000 436,728 4,786,156 William Arthur Owens(a) None M. K. Sharma None Ireena Vittal None Patrick J. Ennis(a) None Patrick Dupuis(a)(d) None Arundhati Bhattacharya(h) None (Amt. in `) N. Vaghul(b) Ashok S. Ganguly (b) None None NA NA NA NA 26,602,705 10,275,416 NA NA NA NA 9,614,583 19,507,051 14,593,777 NA NA NA NA NA NA 8,412,084 3,575,000 2,816,667 NA NA 9,843,915 154,536,941 7,167,731 NA NA NA NA NA NA NA NA 3,548,612 NA 51,528,776 Up to 180 days 339,637 NA 322,807,092 Up to 180 days 1,631,388 300,000 15,322,003 NA NA 500,000 NA 400,000 NA 400,000 500,000 27,002,705 10,775,416 10,114,583 19,907,051 14,993,777 NA NA 400,000 NA NA NA NA NA NA NA NA 500,000 200,000 200,000 8,912,084 3,775,000 3,016,667 NA NA NA Relationship with directors Salary Allowances Commission/ Incentives/ Variable Pay Other annual compensation Retirals Sitting fees TOTAL Notice period Notes: a) Figures mentioned in ` are equivalent to amounts paid in US$ b) Mr. N. Vaghul and Dr. Ashok S. Ganguly each retired as Independent Directors of the Company with effect from July 31, 2019. c) In view of the current situation caused by COVID-19, uncertainty in business is likely to last for the next few months. To show solidarity with the team in facing the challenge: i) Mr. Azim H. Premji, Founder Chairman, has foregone the profit linked commission payable to him for the relevant period for FY 2019-20. ii) Mr. Rishad A. Premji, Chairman, has foregone the variable pay and profit linked commission payable to him for the relevant period for FY 2019-20. Accordingly, the Board did not determine profit linked commission due to Mr. Azim H. Premji for FY 2019-20, variable pay and profit linked commission due to Mr. Rishad A. Premji for FY 2019-20 and the remuneration disclosed in the table above does not include the same. 119 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited d) In support of Wipro’s humanitarian efforts to combat COVID-19, Mr. Patrick Dupuis, Independent Director, has foregone the commission payable to him for quarter ended March 31, 2020 and Wipro will contribute Mr. Dupuis’ commission to Wipro Cares for its various COVID-19 related activities as part of its Corporate Social Responsibility program. e) Mr. Rishad A. Premji’s compensation also included cash bonus (part of his allowances) on an accrual basis, which is payable over a period of time. f) g) The Company announced on January 31, 2020 that Mr. Abidali Z. Neemuchwala has resigned from the position of Chief Executive Officer and Managing Director due to family commitments and will, however, continue to hold the office of Chief Executive Officer and Managing Director until a successor is appointed. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020. Compensation for the year ended March 31, 2020 includes cost of accelerated vesting of unvested options and variable pay. For further details, refer the “Terms of Employment Arrangements” below. The executive compensation disclosed for Mr. Azim H. Premji is for the period April 1, 2019 to July 30, 2019. The commission and sitting fees disclosed for Mr. Azim H. Premji is for the period from July 31, 2019 to March 31, 2020 in his capacity as Non-Executive, Non-Independent Director. h) The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from close of business hours on June 30, 2020. None of the Non-Executive Directors received remuneration exceeding 50% of the total annual remuneration paid to all Non-Executive Directors for the year ended March 31, 2020. Terms of Employment Arrangements Under the Companies Act, 2013, our shareholders must approve the salary, bonus and benefits of all executive directors at a General Meeting of the shareholders. Each of our Executive Directors has signed an agreement containing the terms and conditions of employment, including a monthly salary, performance bonus and benefits including vacation, medical reimbursement and pension fund contributions. The terms of our employment arrangements with Mr. Rishad A. Premji and Mr. Abidali Z. Neemuchwala provide for up to a 180-day notice period, up to 21 days of leave per year in addition to statutory holidays, and an annual compensation review. Additionally, they may be required to relocate as we may determine, and to comply with confidentiality provisions. Service contracts with our Executive Directors provide for our standard retirement benefits that consist of pension, provident fund and gratuity which are offered to all of our employees, but no other payout upon termination of employment except as mentioned below. Pursuant to the terms of the employment arrangement with Mr. Abidali Z. Neemuchwala, if his employment is terminated by the Company, the Company is required to pay Mr. Neemuchwala severance pay equivalent to 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 our director or officer, including claims which are covered by the director’s and officer’s liability insurance policy taken by the Company. On January 31, 2020, the Company announced that Mr. Neemuchwala has decided to step down due to his family commitments. Mr. Neemuchwala will continue to hold the office of Chief Executive Officer and Managing Director until a successor is appointed for a smooth transition. In appreciation of his services, and to facilitate a smooth transition and to ensure business continuity as usual, the Company has agreed that Mr. Neemuchwala would receive acceleration with respect to an aggregate of 960,000 unvested ADSs granted to Mr. Neemuchwala. In addition, he will be paid variable pay for the year ended March 31, 2020 within the range of remuneration approved by the shareholders, as may be determined by the Board of Directors. Pursuant to the resignation of Mr. Neemuchwala, the Company and Mr. Neemuchwala have agreed to terminate his employment arrangement with effect from the end of the day on June 1, 2020. 120 Annual Report 2019-20 Key Information pertaining to Directors as on March 31, 2020 is given below: 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 16, 2019 No. of shares held as on March 31, 2020 Other Listed Companies where the Director is appointed as Independent Director Date of appointment as Independent Director under Companies Act, 2013 and SEBI Listing Regulations, (first term)1 of Board - - - Name of the Director and Director Identification Number (DIN) Rishad A. Premji (02983899) Abidali Z. Neemuchwala (02478060) Azim H. Premji (00234280) Sl. No. 1 2 3 4 William Arthur Owens (00422976) 5 M. K. Sharma (00327684) Designation Date of initial appointment 01-May-2015 01-Feb-2016 01-Sep-1968 Executive Director and Chairman Chief Executive Officer and Managing Director Non-Executive, Non- Independent Director Independent Director Independent Director 01-Jul-2006 23-Jul-2014 01-Jul-2011 23-Jul-2014 4 - 12 - 10 6 Ireena Vittal (05195656) Independent Director 01-Oct-2013 23-Jul-2014 6 7 8 9 Patrick J. Ennis (07463299) Patrick Dupuis (07480046) Arundhati Bhattacharya (02011213) Independent Director Independent Director Independent Director 01-Apr-2016 01-Apr-2016 01-Apr-2016 01-Apr-2016 01-Jan- 2019 01-Jan- 2019 - - 6 - - - - 1 - - - - - - - - 3 3 - - 2 Yes Yes Yes Yes Yes Yes Yes Yes 1,738,057@ 839,688* Yes 241,913,816@ - - - - - - 1. United Spirits Limited 2. Asian Paints Limited 3. Ambuja Cements Limited 4. Vedanata Limited - 1. Godrej Consumer Products Limited 2. Titan Company Limited 3. Housing Development Finance Corporation Limited - - - - - 1. Reliance Industries Limited 2. CRISIL Limited 3. Piramal Enterprises Limited 1 At the 70th Annual General Meeting, Mr. M. K. Sharma was re-appointed as Independent Director for a second term 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 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 seven listed companies. 3 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. * Holds 839,688 ADS having equivalent underlying equity shares. @ includes shares held jointly with immediate family members. 121 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited IV. Committees of 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 four sub-committees of the Board as at March 31, 2020: 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 and acts as the CSR Committee c) Administrative Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) and d) Strategy Committee 1. 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 independent auditors and accounting function, 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 Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower, including existing loans, advances and investments. The detailed charter of the Committee is posted on our website and available at https://www.wipro.com/ investors/corporate-governance. All members of our Audit, Risk and Compliance Committee are Independent Directors and financially literate. The Chairman of our Audit, Risk and Compliance Committee has the accounting and financial management related expertise. Statutory Auditors as well as Internal Auditors have independent meetings with the Audit, Risk and Compliance Committee and also participate in the Audit, Risk and Compliance Committee meetings. Our Chief Financial Officer, General Counsel, Internal Auditor, Finance Controller and other Corporate Officers make periodic presentations to the Audit, Risk and Compliance Committee on various issues. Mr. M. K. Sharma, Independent Director, is the Chairman of the Audit, Risk and Compliance Committee. The other members of the Committee as at March 31, 2020 were Mrs. Ireena Vittal and Mrs. Arundhati Bhattacharya. The Chairman of the Committee was present at the Annual General Meeting held on July 16, 2019. 2. 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 the Board recommending corporate governance guidelines applicable to the Company; to 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; Annual Report 2019-20 e) Ensuring that appropriate procedures are 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) Acting as Administrator of the Company’s Employee Stock Option Plans and Employee Stock Purchase Plans drawn up from time to time; and our Board with respect to various matters relating to stakeholders. The primary responsibilities include: a) Redressal of grievances of the shareholders of the Company pertaining to transfer or transmission of shares, non-receipt of annual report and declared dividends, issue of new or duplicate share certificates, and grievances pertaining to corporate actions; b) Approving consolidation, split or sub-division of share certificates, transmission of shares, issue of duplicate share certificates, re-materialization of shares; c) Reviewing the grievance redressal mechanism implemented by the Company in coordination with Company’s Registrar and Transfer Agent (“RTA”) from time to time; j) Reviewing and recommending all remuneration, in whatever form, payable to senior management. d) Reviewing the measures taken by the Company for effective exercise of voting rights by shareholders; The detailed charter of Board Governance, Nomination and Compensation Committee is posted on our website and is available at https://www.wipro.com/investors/ corporate-governance. e) 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; Our Chief Human Resources Officer 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. Mr. William Arthur Owens, Independent Director, is the Chairman of the Board Governance, Nomination and Compensation Committee. The other members of the Committee as at March 31, 2020 were Mrs. Ireena Vittal and Mr. M. K. Sharma. The Chairman of the Committee was present at the Annual General Meeting held on July 16, 2019. 3. Administrative and Shareholders/Investors Grievance Committee (Stakeholders Relationship Committee) Administrative The Shareholders/Investors and Grievance Committee carries out the role of Stakeholders Relationship Committee in compliance with Section 178 of the Companies Act, 2013 and the Listing Regulations. f) 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. The detailed charter of the Committee is available on at https://www.wipro.com/investors/ our website corporate-governance/. Mr. M. K. Sharma, Independent Director, is the Chairman of the Administrative and Shareholders/Investors Grievance Committee. The other members of the Committee as at March 31, 2020 were Mrs. Arundhati Bhattacharya and Mr. Rishad A. Premji. The Chairman of the Committee was present at the Annual General Meeting held on July 16, 2019. Administrative The Shareholders/Investors and Grievance Committee reviews, acts on and reports to Mr. M Sanaulla Khan, Company Secretary, Compliance Officer under the Listing Regulations. is our 123 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Status Report of investor queries and complaints for the period from April 1, 2019 to March 31, 2020 is given below: a) Making recommendations to the Board relating to the Company’s mission, vision, strategic initiatives, major programs and services; Sl. No. 1. 2. 3. 4. Particulars 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 No. of Complaints NIL 3,442* 3,442* NIL * of the 3,442 complaints received, 3,080 were clarifications regarding buyback of equity shares. 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. 4. Strategy Committee The Strategy Committee reviews, acts and reports to our Board with respect to the mission, vision and strategic direction of the Company. Primary responsibilities of this Committee, inter alia, are: Attendance of Directors at Board and Committee meetings 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 for each division and entity as well 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 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). Mr. William Arthur Owens, Independent Director, is the Chairman of the Strategy Committee. The other members of the Committee as at March 31, 2020 were Mr. Azim H. Premji, Mrs. Ireena Vittal, Dr. Patrick J. Ennis, Mr. Patrick Dupuis, Mr. Abidali Z. Neemuchwala and Mr. Rishad A. Premji. Details of attendance of Directors at the Board meetings and Committee meetings for the year ended March 31, 2020 were as under: Board Meeting (1) Audit, Risk and Compliance Committee (2) Board Governance, Nomination and Compensation Committee (also acts as CSR Committee) (3) Strategy Committee Administrative and Shareholders/ Investors Grievance Committee (4) 5 5 5 3 4 April 15-16, 2019, June 6, 2019, July 16-17, 2019, October 14-15, 2019, and January 13-14, 2020 April 16, 2019, June 6, 2019, July 17, 2019, October 15, 2019 and January 14, 2020 April 15, 2019, June 6, 2019, July 16, 2019, October 14, 2019 and January 13, 2020 April 15, 2019, October 14, 2019 and January 13, 2020 April 15, 2019, July 16, 2019, October 14, 2019 and January 13, 2020 No. of meetings held during FY 2019-20 Date of meetings Attendance of Directors Rishad A. Premji* Abidali Z. Neemuchwala @ Azim H. Premji # 5 4 5 NA NA NA NA NA NA 3 3 3 4 NA NA 124 Annual Report 2019-20 Board Meeting (1) Audit, Risk and Compliance Committee (2) William Arthur Owens M. K. Sharma Ireena Vittal Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya^ Dr. Ashok S. Ganguly $ N. Vaghul $ 4 5 5 4 4 5 3 3 NA 5 5 NA NA 5 NA 3 Board Governance, Nomination and Compensation Committee (also acts as CSR Committee) (3) 4 2 2 NA NA NA 3 3 Strategy Committee Administrative and Shareholders/ Investors Grievance Committee (4) 3 NA 3 3 3 NA NA NA NA 4 2 NA NA 2 NA NA * Mr. Rishad A. Premji was appointed as Executive Chairman of the Board with effect from July 31, 2019. @ The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of the day on June 1, 2020. # Mr. Azim H. Premji retired from the position of Executive Chairman and Managing Director with effect from July 30, 2019 and was appointed as a Non-Executive, Non-Independent Director of the Company effective July 31, 2019. ^ The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mrs. Arundhati Bhattacharya as an Independent Director with effect from close of business hours on June 30, 2020. In her resignation letter, Mrs. Arundhati Bhattacharya has indicated that the reason for her resignation is her decision to accept a full time role as Chairperson and CEO in another company. She has also confirmed that there is no other material reason, other than the reason stated in her resignation letter. $ Mr. N. Vaghul and Dr. Ashok S. Ganguly retired as Independent Directors of the Company with effect from July 31, 2019. 1. Board Meeting: Mr. Abidali Z. Neemuchwala, Mr. William Arthur Owens, Dr. Patrick J. Ennis and Mr. Patrick Dupuis did not attend the Board Meeting held on June 6, 2019. 2. Audit, Risk and Compliance Committee: The Committee was re-constituted during the year and Mr. M. K. Sharma was appointed as Chairman of the Committee with effect from August 1, 2019. 3. Board Governance, Nomination and Compensation Committee: a) The Committee was re-constituted during the year and Mr. William Arthur Owens was appointed as Chairman of the Committee and Mr. M. K. Sharma and Mrs. Ireena Vittal as members of the Committee with effect from August 1, 2019. b) Since the appointment of Mr. M. K. Sharma and Mrs. Ireena Vittal as members of the Committee, there were two Committee meetings held on October 14, 2019 and January 13, 2020. c) Mr. William Arthur Owens was not present at the Committee Meeting held on June 6, 2019. 4. Administrative and Shareholders/Investors Grievance Committee: a) Mrs. Arundhati Bhattacharya was appointed as member of the Committee with effect from August 1, 2019. Consequently, the composition of the Committee is as follows: Mr. M. K. Sharma (Chairman), Mrs. Arundhati Bhattacharya and Mr. Rishad A. Premji (Members). b) Since the appointment of Mrs. Arundhati Bhattacharya as member of the Committee, there were two Committee meetings held on October 14, 2019 and January 13, 2020. V. Governance through Management process 1. Code of Business Conduct In the year 1983, we articulated ‘Wipro Beliefs’ consisting of six statements. At the core of beliefs was integrity, articulated as “individual and company relationship should be governed by the highest standard of conduct and integrity”. Over years, this articulation has evolved in form but remained constant in substance. Today we articulate it as Code of Business Conduct. In our Company, 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 125 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 displayed on the Company’s website at https://www.wipro.com/ investors/corporate-governance. 2. Internal Audit The Company has a robust Internal Audit function with the stated vision of “To be the best in class Internal Audit function globally”. In pursuit of this vision, the function provides an independent, objective assurance services to value-add and improve operations of business units and processes by: a) Financial, Business Process and Compliance Audit b) Cyber Defense and Technology Audit c) Operation Reviews d) Best Practices and Benchmarking e) 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 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) won in 2002, was also an early adopter of the new ISO 9001:2015 Version. During the year, Internal Audit function is assessed to have “Met International Standards” prescribed by the Professional Practice of Internal Auditing issued by “International Institute of Internal Auditors (IIA)” by external firm (KPMG). Testimony to the functions’ innovation and excellence are the IIA awards won in these categories continuously over the last few years. 3. 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 126 Regulations, which is available on our website at https:// www.wipro.com/investors/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. Parity through in disclosures are maintained simultaneous disclosure on National Stock Exchange of India Limited, the BSE Limited and the New York Stock Exchange. 4. 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. 5. Other Policies The Company has adopted an Ombuds policy (vigil mechanism), a policy for prevention, prohibition & redressal of sexual harassment of women at workplace, as well as a code of conduct to regulate, monitor and report insider trading. Details of these are provided as part of the Board’s report. VI. Disclosures 1. 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 abridged policy on Related Party Transactions is available on Company’s website at https://www.wipro.com/ the investors/corporate-governance. Transactions. The Apart from receiving director remuneration, none of the Directors have any pecuniary relationships or transactions vis-à-vis the Company. During the year 2019-20, no transactions of material nature were Annual Report 2019-20 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. 2. 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 being reviewed by the Audit, Risk and Compliance Committee of the Company on a quarterly basis. 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. 3. 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. 4. Whistle Blower Policy and affirmation that no personnel have been denied access to the Audit, Risk and Compliance Committee to the Audit, Risk and Compliance Committee or its Chairman. 5. Transfer to Investor Education and Protection Fund Authority a) Pursuant to the Provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund (IEPF) rules, during the year 2019-20, unclaimed dividend for financial years 2011-12 and 2012-13 of ` 7,911,052/- and ` 4,094,448/- respectively, were transferred to the IEPF. b) Pursuant to the provisions of Section 124(6) of the Companies Act, 2013 and IEPF rules, during the year 2019-20, 35,997 equity shares in respect of which dividend has not been claimed for the final dividend declared in financial year 2011-12 and interim dividend declared in financial year 2012-13 were transferred to the IEPF. 6. 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 have been 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: Sl. No. 1. Aggregate Particulars of number the shareholders and 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 3. Number of shareholders to whom shares were transferred from suspense account during the year of number the and shareholders outstanding shares in the suspense account lying at the end of the year 4. Aggregate No. of Shareholders No. of Shares 303 302,659 7 7 30,743 30,743 296 271,916 As detailed in the Board’s 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 5. Voting rights on these shares shall remain frozen till the rightful owner of such shares claim the same Yes 127 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 7. Shareholder Information Various shareholder information required to be disclosed pursuant to Schedule V of the Listing Regulations are provided in Annexure I to this Report. 8. 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. we display our quarterly and half yearly results on our website www.wipro.com and also publish our 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. 9. Certificates from Practising Company Secretary 4. Reporting of Internal Auditor The certificate dated May 29, 2020, issued by Mr. V. Sreedharan, Partner, V Sreedharan & Associates, Company Secretaries, is given at page no. 135 of in compliance with corporate this Annual Report the Listing governance norms prescribed under Regulations. The Company has received certificate dated May 29, 2020, from Mr. V. Sreedharan, Partner, V Sreedharan & Associates, 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 no. 136 of this Annual Report. VII. Compliance Report on Discretionary requirements under Regulation 27(1) of the Listing Regulations 1. The Board As per para A of Part E of Schedule II of the Listing Regulations, a non-executive Chairman of the 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 Reporting of Head of Internal Audit is 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 Committee. 5. NYSE Corporate Governance Listing Standards The Company has made necessary disclosures in compliance with the New York Stock Exchange Listing Standards and NYSE Listed Company Manual on its website https://www.wipro.com/investors/ corporate-governance and has filed the same with the New York Stock Exchange (NYSE). Place: Bengaluru Date: May 29, 2020 Rishad A. Premji Chairman 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, 2020. Rishad A. Premji Chairman Abidali Z. Neemuchwala Chief Executive Officer and Managing Director Considering the dynamic shareholder demography due to trading on the stock exchanges, as a prudent measure, Place: Bengaluru Date: May 29, 2020 128 Annual Report 2019-20 ANNEXURE I Shareholder Information Annual General Meeting Pursuant to the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 20/2020 dated May 5, 2020, issued by the Ministry of Corporate Affairs, the 74th Annual General Meeting (AGM) for the year ended March 31, 2020 is scheduled to be held on Monday, July 13, 2020 at 9.00 AM IST through Video Conferencing. The Members may attend the 74th AGM scheduled to be held on July 13, 2020, 9:00 AM IST onwards, through VC or watch the live web-cast at https://emeetings.kfintech.com. Detailed instructions for participation are provided in the notice of the 74th AGM. The proceedings of the 74th AGM will be available through VC and live web-cast to the shareholders as on the cut-off date i.e. July 6, 2020. Annual General Meetings of the Last Three Years and Special Resolutions, if any. Financial Year 2016-17 Date and Time July 19, 2017 at 4:00 PM 2017-18 2018-19 July 19, 2018 at 4:00 PM July 16, 2019 at 4:00 PM Venue Special resolutions passed Wipro Campus, Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72, Keonics, Electronic City, Hosur Road, Bengaluru – 561229 i. Re-appointment of Mr. Azim H. Premji (DIN: 00234280) as Executive Chairman and Managing Director of the Company. ii. Re-appointment of Mr. William Arthur Owens (DIN: 00422976) as Independent Director of the Company i. Re-appointment of Mrs. Ireena Vittal (DIN: 05195656) as Independent Director of the Company. i. Amendments to the Articles of Association of the Company ii. Appointment of Mr. Azim H. Premji (DIN: 00234280) as Non-Executive, Non-Independent Director of the Company Details of resolutions passed through postal ballot during Financial Year 2019-20 and details of the voting pattern: The Company sought the approval of shareholders through notice of postal ballot dated April 16, 2019 for approval for Buyback of Equity Shares by way of special resolution and for appointment of Mrs. Arundhati Bhattacharya (DIN: 02011213) as an Independent Director of the Company, by way of ordinary resolution. The aforesaid resolutions were duly passed and the results of postal ballot/e-voting were announced on June 3, 2019. Mr. V. Sreedharan, Partner of V Sreedharan & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot and remote e-voting process in a fair and transparent manner. 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 a) Approval for Buyback of Equity Shares 5,416,305,336 5,406,747,266 Arundhati b) Appointment 5,414,103,223 5,405,400,463 Bhattacharya (DIN: 02011213) as an Independent Director of the Company of Mrs. 9,558,070 8,702,760 99.82 99.84 0.18 0.16 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, where available, or in physical form through permitted mode where email addresses are not available. The Company also publishes a notice in the newspapers in accordance with the requirements under the Companies Act, 2013. 129 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited shareholders holding equity shares as on the cut-off date may cast their votes through e-voting or through postal ballot during the voting period fixed for this purpose. After completion of scrutiny of votes, the scrutinizer submits his report to the Chairman and the results of voting by postal ballot are announced within 48 hours of conclusion of the voting period. The results are displayed on the website of the Company (www.wipro.com), and 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. Means of Communication with Shareholders/Analysts: We have established procedures to disseminate, in a planned manner, relevant information to our shareholders, analysts, employees and the society at large. Our Audit, Risk and Compliance Committee reviews the earnings press releases, Form 20-F filed with the Securities Exchange Commission (SEC) and annual and quarterly reports of the Company, before they are presented to the Board for their approval for release. The details of the means of communication with shareholders/ analysts are given below: News Presentations Releases and 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 Website Annual Report Our quarterly results are published in widely circulated national newspapers such as Financial Express and the local daily Kannada Prabha. The Company’s website contains a dedicated section for Investors (https://www.wipro.com/ investors), where annual reports, earnings press releases, stock exchange filings, quarterly reports, and corporate governance policies are available, apart from the details about the Company, Board of Directors and Management. Annual Report containing audited standalone and consolidated financial statements together with Board’s Report, Corporate Governance Report, Management Discussion and Analysis Report, Auditors Report and other important information are circulated to the Members entitled thereto through permitted mode(s). Other Disclosures/Filings Our Form 20-F filed with SEC containing detailed disclosures, 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 2019-20 Earnings Calls Publication of results 4 4 Analysts/Investors Meetings Details are provided in the MD&A Report forming part of this Annual Report Financial 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 2020-21 are as given below. In addition, the Board may meet on other dates as and when required. Quarter Ending For the Quarter ending June 30, 2020 For the Quarter and half year ending September 30, 2020 For the Quarter and nine months ending December 31, 2020 For the year ending March 31, 2021 Release of Results Third week of July, 2020 Second week of October, 2020 Second week of January, 2021 Second week of April, 2021 The Register of Members and Share Transfer books will remain closed from Friday, July 10, 2020 to Monday, July 13, 2020 (both days inclusive). 130 Annual Report 2019-20 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: Type of Service Audit Fees Tax Fees Others Total Corporate Information a) Corporate Identity Number (CIN): L32102KA1945PLC020800 b) Company Registration Number: 20800 c) International Securities Identification Number (ISIN): INE075A01022 d) CUSIP Number for Wipro American Depository Shares: 97651M109 e) Details of exchanges where Company’s shares are listed as at March 31, 2020: (` Mn) FY 2019-20 81 51 17 149 FY 2018-19 73 40 12 125 Equity shares BSE Limited (BSE) Stock Codes 507685 Address BSE Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400001 National Stock Exchange of India Limited (NSE) WIPRO 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 2020-21 have been paid to the Indian Stock Exchanges as on date of this report. Listing fees to NYSE for the calendar year 2020 has been paid as on date of this report. The stock code on Reuters is WIPR.NS and on Bloomberg is WPRO:IN Distribution of Shareholding as on March 31, 2020 Category (No. of Shares) 31-Mar-20 31-Mar-19 No. of Shareholders % of Shareholders No. of Shares % of Total Equity No. of Shareholders % of Shareholders No. of Shares % of Total Equity 1-5000 507,272 99.10 82,232,977 5001- 10000 10001- 20000 20001- 30000 30001- 40000 40001- 50000 50001- 100000 100001& Above 1,697 1,049 400 240 162 358 703 0.33 0.20 0.08 0.05 0.03 0.07 12,032,833 14,869,292 9,808,813 8,376,285 7,250,873 25,599,263 0.14 5,553,187,054 97.20 1.44 0.21 0.26 0.17 0.15 0.13 0.45 329,830 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 Total 511,881 100.00 5,713,357,390 100.00 338,100 100.00 6,033,935,388 100.00 Percentages in the above table are rounded-off to two deceimals. 131 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Market Share Price Data The performance of our stock in the financial year 2019-20 is tabulated below: April May June July August September October November December January February March Volume traded NSE 178,492,453 153,419,897 125,300,252 98,971,963 92,371,363 91,876,505 84,915,080 47,239,668 55,643,470 83,627,949 58,548,600 121,332,817 Price in NSE during the month (in ` per share) High Date 299.45 298.85 301.6 285.6 276.15 258.9 260.9 261 254.7 258.35 248.55 233.9 30-Apr-19 02-May-19 14-Jun-19 03-Jul-19 01-Aug-19 05-Sep-19 30-Oct-19 01-Nov-19 23-Dec-19 14-Jan-20 20-Feb-20 05-Mar-20 Volume traded NSE 7,339,917 4,539,125 7,965,803 1,258,276 17,651,207 4,405,617 4,059,545 2,530,921 1,850,652 7,296,777 2,120,807 2,970,778 Low Date 254.95 279.65 280 255.9 245.05 235.75 232.2 236.5 235.4 235 219.7 159.4 04-Apr-19 28-May-19 28-Jun-19 15-Jul-19 16-Aug-19 30-Sep-19 01-Oct-19 26-Nov-19 03-Dec-19 31-Jan-20 28-Feb-20 19-Mar-20 Volume traded NSE 6,419,198 44,137,428 3,149,389 4,747,449 4,972,435 3,298,953 4,377,330 7,690,402 2,865,185 5,553,638 5,637,309 5,990,642 S&P CNX Nifty Index during each month High Low 11,856.15 12,041.15 12,103.0 11,981.75 11,181.45 11,694.85 11,945 12,158.8 12,293.9 12,430.5 12,246.7 11,433 11,549.1 11,108.3 11,625.1 10,999.4 10,637.15 10,670.25 11,090.15 11,802.65 11,832.3 11,929.6 11,175.05 7,511.1 Wipro Price Movement vis-a-vis Previous Month High/Low (%) High % Low % 4.74% 0.61% S&P CNX Nifty Index Movement vis-à-vis High % Low % 1.94% 6.77% -0.20% 0.92% -5.31% -3.31% -6.25% 0.77% 0.04% -2.41% 1.43% -3.79% -5.89% 9.69% 0.13% -8.61% -4.24% -3.80% -1.51% 1.85% -0.47% -0.17% -6.51% -27.45% 1.56% 0.51% -1.00% -6.68% 4.59% 2.14% 1.79% 1.11% 1.11% -1.48% -6.64% -3.82% 4.65% -5.38% -3.29% 0.31% 3.94% 6.42% 0.25% 0.82% -6.33% -32.79% ADS Share Price during the Financial Year 2019-20 Wipro ADS price NYSE month closing ($) during in each NYSE TMT index during each month closing Price ADS Wipro Movement (%) Vis a vis Previous month Closing NYSE Index TMT movement (%) vis a vis Previous month closing April May June July August September October November December January February March 4.6 4.47 4.35 4.19 3.82 3.66 3.99 3.64 3.75 3.63 3.47 3.14 9,155 8,762 9,196 9,277 9,027 9,121 9,213 9,470 9,560 9,549 8,910 7,717 15.29% -2.83% -2.68% -3.68% -8.83% -4.19% 9.02% -8.77% 3.02% -3.20% -4.41% -9.51% 3.80% -4.30% 4.96% 0.88% -2.70% 1.04% 1.01% 2.78% 0.96% -0.12% -6.69% -11.39% 132 Annual Report 2019-20 Performance of Wipro equity shares relative to the SENSEX and NYSE Composite index during the period April 1, 2019 to March 31, 2020 is given in the following chart: Other Disclosures Description of Voting Rights All our equity shares carry voting rights on a pari-passu basis Dematerialisation of Shares and Liquidity 99.85% of outstanding equity shares have been dematerialized as at March 31, 2020. Outstanding ADR/GDR/Warrants or any other Convertible instruments, Conversion Date and Likely Impact on Equity Commodity Price Risk or Foreign Exchange Risk and Hedging Activities Credit Ratings Plant Locations Registrar and Transfer Agents The Company has 2.45% of outstanding ADRs as on March 31, 2020. The Company had no exposure to commodity and commodity risks for the financial year 2019-20. For Foreign exchange risk and hedging activities, please refer the MD&A Report for details. Wipro is rated A- by Standard & Poor (outlook stable), AAA by ICRA (reaffirmed in May 2020) and 5A1 by Dun & Bradstreet (condition strong) as at March 31, 2020. There has been no change in ratings during the year. The Company has various offices in India and abroad. Details of these locations as on March 31, 2020 are available on our website www.wipro.com. Company’s share transfer and related activities are operated through its Registrar and Share Transfer Agents KFin Technologies 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 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Investor Queries and Grievances Redressal Shareholders may write either to the Company or the Registrar and Share Transfer Agents for redressal of queries and grievances. The address and contact details of the concerned officials are given below. Registrar and Share Transfer Agent: KFin Technologies Private Limited, Unit: Wipro Limited Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Toll Free No.: 1800 3454 001, Phone: (040) 6716 2222 Contact Persons: Mr. B. Srinivas - E-mail id: srinivas.b@kfintech.com Ms. Rajitha Cholleti - E-mail id: rajitha.cholleti@kfintech.com Shareholders Grievance can also be sent through email to the following designated E-mail id: einward.ris@kfintech.com. Overseas Depository for ADSs - J.P. Morgan Chase Bank N.A. 383 Madison Avenue, Floor 11 New York, NY10179 General: +1 800 990 1135 From outside the U.S.: +1 651 453 2128 Tel: +1 212 552 8926 New York Email: drx_depo@jpmorgan.com Indian Custodian for ADSs India Sub Custody Office Address: J.P. Morgan Chase Bank, N.A. Mumbai Branch, Paradigm B-Wing, 6th Floor, Mindspace, Malad (W), Mumbai - 400 064 Phone: +91 022 6649 2515 | F: +91 022 6649 2509 Please visit https://karisma.kfintech.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: Mr. M Sanaulla Khan Vice President and Company Secretary Wipro Limited Doddakannelli, Sarjapur Road, Bengaluru - 560 035 Mr. G Kothandaraman General Manager- Finance Wipro Limited Doddakannelli, Sarjapur Road, Bengaluru - 560 035 Ph: +91 80 28440011 (Extn: 226185) Fax: +91 80 28440054 Email: sanaulla.khan@ wipro.com Ph: +91 80 28440011 (Extn: 226183) Fax: +91 80 28440054 Email:kothandaraman. gopal@wipro.com Analysts can reach our Investor Relations Team for any queries and clarification on Financial/Investor Relations related matters: The e-mail address and contact details for all service related queries is: Email id: india.custody.client.service@jpmorgan.com Contact Persons: Rohit Keer - E mail id: rohit.a.keer@jpmchase.com, Nekzad Behramkamdin - E mail id: nekzad.behramkamdin@ jpmorgan.com Nayan Vyas - Email id: nayan.x.vyas@jpmorgan.com Web-Based Query Redressal System Members may utilize this facility extended by the Registrar and Share Transfer Agents for redressal of their queries. Ms. Aparna C Iyer Vice President, Finance Corporate Treasurer and Investor Relations Wipro Limited Doddkannelli, Sarjapur Road, Bengaluru - 560 035 Mr. Abhishek Kumar Jain General Manager, Investor Relations Wipro Limited Doddkannelli, Sarjapur Road, Bengaluru - 560 035 Ph: +91 80 28440011 (Extn: 226186) Fax: +91 80 28440054 Email: iyer.aparna@wipro. com Ph: +91 80 28440011 (Extn: 226143) Ph: +91-98457 91363 Fax: +91 80 28440054 Email: abhishekkumar.jain@ wipro.com 134 Annual Report 2019-20 Corporate Governance Compliance Certificate Corporate Identity Number: L32102KA1945PLC020800 Nominal Capital: ` 2527.40 crores 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, 2020. 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. Bengaluru May 29, 2020 For V. SREEDHARAN & ASSOCIATES Company Secretaries (V. Sreedharan) Partner FCS: 2347; CP No. 833 UDIN No. : F002347B000296289 135 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 Members of WIPRO LIMITED Doddakannelli, Sarjapur Road, Bengaluru-560035 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of WIPRO LIMITED, having CIN L32102KA1945PLC020800 and having registered office at Doddakannelli, Sarjapur Road, Bengaluru-560035 (hereinafter referred to as ‘the Company’), produced before 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 and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of 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 us by the Company & its officers, 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, 2020 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) and Ministry of Corporate Affairs (MCA) or any such other Statutory Authority. Details of Directors: Sl. No. Name of Director 1. 2. 3. 4. 5. 6. 7. 8. 9. Mr. Azim Premji Hasham Mr. Mahendra Kumar Sharma Mr. William Arthur Owens Mrs. Arundhati Bhattacharya Mr. Abidali Z. Neemuchwala Mr. Rishad Premji Azim Mrs. Ireena Vittal Mr. Patrick John Ennis Mr. Patrick Lucien Andre Dupuis DIN 00234280 00327684 00422976 02011213 02478060 02983899 05195656 07463299 07480046 Date of appointment in Company 01/09/1968 01/07/2011 01/07/2006 01/01/2019 01/02/2016 01/05/2015 01/10/2013 01/04/2016 01/04/2016 Ensuring the eligibility 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 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. Bengaluru May 29, 2020 For V. SREEDHARAN & ASSOCIATES Company Secretaries (V. Sreedharan) Partner FCS: 2347; CP No. 833 UDIN No. : F002347B000296245 136 Annual Report 2019-20 Independent Auditor’s Report To The Members of Wipro Limited 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, 2020, 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, 2020, its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date. Basis for Opinion in accordance with We conducted our audit of the Standalone Financial the Standards on Statements 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. 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. Fixed price contracts using the percentage of completion method - Refer Notes 2 (iii)(a), 3(xiii)B and 22 to the financial statements. Key Audit Matter Description including software Revenue from fixed-price contracts, development, and the performance obligations are satisfied over time, is recognized using the percentage-of-completion method. integration contracts, where Use of the percentage-of-completion method requires the Company to determine the project costs incurred to date as a percentage of total estimated project costs required to complete the project. The estimation of total project costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information. In addition, provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the estimated project costs. We identified the revenue recognition for fixed price contracts where the percentage-of-completion method is used as a key audit matter because of the significant judgment involved in estimating the efforts to complete such contracts. This estimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts incurred to-date and estimates of efforts required to complete the remaining contract performance obligations over the lives of the contracts. This required a high degree of auditor judgment in evaluating the audit evidence supporting the application of the input method used to recognize revenue and a higher extent of audit effort to evaluate the reasonableness of the total estimated amount of revenue recognized on fixed-price contracts. Key Audit Matters How the Key Audit Matter Was Addressed in the Audit Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Our audit procedures related to estimates of efforts to complete for fixed-price contracts accounted using the 137 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited percentage-of-completion method included the following, among others: • We tested the effectiveness of controls relating to (1) recording of efforts incurred and estimation of efforts required to complete the remaining contract performance obligations, and (2) access and application controls pertaining to time recording and allocation systems, which prevents unauthorised changes to recording of efforts incurred. • We evaluated management’s ability to reasonably estimate the progress towards satisfying the performance obligation by comparing actual information to estimates for performance obligations that have been fulfilled. • We selected a sample of fixed price contracts with customers accounted using percentage-of-completion method and performed the following: • Read the contract and based on the terms and conditions evaluated whether recognizing revenue over time was appropriate, and the contract was included in management’s calculation of revenue over time. • Evaluated other information that supported the estimates of the progress towards satisfying the performance obligation. • Evaluated the appropriateness of and consistency in the application of management’s policies and methodologies to estimate progress towards satisfying the performance obligation. • Compared efforts incurred with Company’s estimate of efforts incurred to date to identify significant variations and evaluate whether those variations have been considered appropriately in estimating the remaining efforts to complete the contract. • Tested the estimate for consistency with the status of delivery of milestones and customer acceptances and sign off from customers to identify possible delays in achieving milestones, which require changes in estimated efforts to complete the remaining performance obligations. economic conditions relating to industries the Company deals with and the countries where it operates. In calculating expected credit losses, the Company also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID-19. We identified allowance for credit losses as a key audit matter because of the significant judgement involved in calculating the expected credit losses. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimate of the expected credit losses. How the Key Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses for trade receivables, unbilled receivables and contract assets included the following, among others: • We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions, (2) completeness and accuracy of information used in the estimation of probability of default, and (3) computation of the allowance for credit losses. • For a sample of customers we tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. • We evaluated the incorporation of the applicable assumptions into the estimate of expected credit losses and tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. • We evaluated the qualitative adjustment to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions. Allowance for credit losses Refer Notes 2(iii)(g), 3(ix)(A), and 9 to the financial statements Information Other than the Financial Statements and Auditor’s Report Thereon Key Audit Matter Description The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The future Company considered current and anticipated • The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Board’s Report and Corporate Governance Report, but does not include the Consolidated Financial Statements, Standalone Financial Statements and our auditor’s report thereon. 138 Annual Report 2019-20 • 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 information and, 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 is 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, including other comprehensive financial performance 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 Statements 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 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 139 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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. is the magnitude of misstatements Materiality 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) We have sought and obtained all the information and 140 explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) 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. c) 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. d) In our opinion, the aforesaid Standalone Financial Statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors as on March 31, 2020 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2020 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal 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. g) 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. The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements; ii. The Company has made provision, as required law or accounting the applicable under Annual Report 2019-20 standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts; iii. There has been no delay in transferring amounts, Investor required to be transferred, to the 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 Vikas Bagaria Partner Membership number: 60408 Bengaluru May 29, 2020 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, 2020 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date. Management’s Responsibility Financial Controls for Internal 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 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. 141 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 Controls over Financial Reporting Internal Financial 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, 2020, 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 Vikas Bagaria Partner Membership number: 60408 Bengaluru May 29, 2020 142 Annual Report 2019-20 Annexure B to the Independent Auditors’ Report (Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) payment of interest has been stipulated and repayments or receipts of principal amounts and interest have been regular as per stipulations. (i) In respect of the Company’s fixed assets: (c) There is no overdue amount remaining outstanding (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) 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. (c) 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 the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. Title deed of a land with a carrying amount of Rs. 404 million, pursuant to an agreement for sale, is pending to be registered in the name of the Company. (ii) As explained to us, the inventories were physically verified during the year by the management at intervals. There were no material reasonable discrepancies noticed on physical verification during the year. (iii) According to the information and explanations given to us, the Company has granted unsecured loans to one body corporate, covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which: (a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Company’s interest. (b) The schedule of repayment of principal and as at the year-end. (iv) (v) In our opinion and according to the information and explanations given to us, the Company has complied 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. According to the information and explanations given to us the Company has not accepted any deposit during the year and does not have any unclaimed deposits as at March 31, 2020 and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the Company. (vi) Maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Act, 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) 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 Services Tax, Value Added Tax, Customs Duty, Excise Duty, Cess and other material statutory dues applicable to it with the appropriate authorities. (b) 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 Services Tax, Customs Duty, Excise Duty, Cess and other material statutory dues in arrears as at March 31, 2020 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, 2020 on account of dispute are given below: 143 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Name of Statute Nature of dues Forum where dispute is pending Period to which the amount relates Amount Involved 1990-91 to 2014-15 2004-05 to 2014-15 1994-95 to 2012-13 1990-2000 to 2012- 13 2007-08, 2008-09 1994-95 to 2010-11 1991-92 to 2011-12 2005-06 1997-98 to 2009-10 2009-10 57 10 13 37 1 49 11 94 338 5 2009-10 2001-02 to 2005-06 4 2,711 ` in millions Amount not deposited as at March 31, 2020 52 10 13 25 1 45 4 90 308 5 4 2,631 366 119 2003-04 to 2015-16 2003-04 to 2015-16 2001-02 to 2011-12 2005-06 to 2009-10 2008-09, 2009-10 2001-02 to 2011-12 1986-87 to 2015-16 1988-89 to 2016-17 1986-87 to 2010-11 1998-99 to 2013-14 2001-02 367 465 2,956 2,255 29 1 642 988 2,598 1,324 31 12 29 1 642 867 2,400 1,160 27 12 The Central Excise Act, 1944 Excise Duty The Central Excise Act, 1944 The Central Excise Act, 1944 Excise Duty Excise Duty The Central Excise Act, 1944 Excise Duty Assistant Commissioner Commissioner Commissioner (Appeals) CESTAT The Central Excise Act, 1944 Excise Duty High Court The Customs Act, 1962 Customs Duty The Customs Act, 1962 Customs Duty The Customs Act, 1962 The Customs Act, 1962 Customs Duty Customs Duty The Customs Act, 1962 Customs Duty The Customs Act, 1962 The Customs Act, 1962 Finance Act, 1994 Customs Duty Customs Duty- Penalty Service tax Finance Act, 1994 Service tax Finance Act, 1994 Service tax Assistant Commissioner of Customs CESTAT Commissioner Commissioner (Appeals) Deputy Commissioner - Air Customs –Chennai Madras High Court Karnataka High Court Assistant Commissioner Commissioner (Appeals) CESTAT Finance Act, 1994 Service Tax- Penalty Commissioner Finance Act, 1994 Finance Act, 1994 Sales Tax / VAT (Appeals) Service Tax- Penalty Assistant Commissioner Service Tax- Penalty CESTAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax / VAT Sales Tax/ VAT Sales Tax / VAT Sales Tax / VAT Sales Tax/ VAT Assistant Commissioner/ Deputy Commissioner Commissioner (Appeals) Appellate Authorities High Court Supreme Court 144 Annual Report 2019-20 Name of Statute Nature of dues Forum where dispute is pending Period to which the amount relates Amount Involved Goods and Services Tax The Income Tax Act, 1961 Goods and Services Tax Income Tax - TDS Commissioner (Appeals) CIT(A) - TDS 2017-18 2003-04, 2011-12 The Income Tax Act, 1961 Income Tax – TDS The Income Tax Act, 1961 The Income Tax Act, 1961 Income Tax - TDS Income Tax The Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal High Court Assessing Officer Commissioner of Income tax (Appeals) 2009-10 2010-11 2007-08 2012-13 The Income Tax Act, 1961 Income Tax Income Tax Appellate Tribunal 2006-07, 2007-08 2009-10, 2010-11, 2012-13 to 2014-15 Amount not deposited as at March 31, 2020 58 35 3 61 42 58 35 13 61 97 16 16 6,407 1,529 (viii) information In our opinion and according to the and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions, and banks. The Company has not availed any loans or borrowings from Government. The Company has not issued any debentures. (ix) 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. (x) (xi) 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 Act, 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 Act, 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 Vikas Bagaria Partner Membership number: 60408 Bengaluru May 29, 2020 145 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Balance Sheet (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2020 As at March 31, 2019 ASSETS Non-current assets Property, plant and equipment Right-of-Use Assets 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 Loans to subsidiaries Other financial assets Current tax assets (net) Contract assets Other current assets Total current assets TOTAL ASSETS EQUITY Equity Share capital Other equity TOTAL EQUITY LIABILITIES Non-current liabilities Financial liabilities Borrowings Derivative liabilities Other financial liabilities Lease Liabilities 4 5 6 6 8 20 9 11 21 13 12 8 9 10 20 11 13 14 15 20 17 15 50,473 8,160 18,735 4,571 3,190 77,350 - 4,462 4,416 4,333 11,103 9,138 195,931 38,742 - 21,127 3,882 1,386 82,503 173 4,373 3,843 3,910 20,549 12,189 192,677 1,741 3,403 189,635 92,570 104,440 2,964 17,964 9,472 6,807 839 12,432 18,269 457,133 653,064 11,427 453,110 464,537 251 138 146 5,997 219,988 90,463 103,902 4,920 16,023 - 5,813 3,307 10,845 18,640 477,304 669,981 12,068 481,852 493,920 220 - - - 146 Annual Report 2019-20 Balance Sheet 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 (a) Total outstanding dues of Micro, small and medium enterprises (b) Total outstanding dues of creditors other than micro, small and medium enterprises. Derivative liabilities Lease Liabilities Other financial liabilities Contract liabilities Provisions Current tax liabilities (net) Other current liabilities Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2020 As at March 31, 2019 18 21 19 15 16 20 15 17 18 19 2,133 - 11,654 3,770 24,089 1,196 104 9,978 3,117 14,615 50,019 50,522 131 45,295 7,231 3,124 18,657 14,272 11,302 9,758 4,649 164,438 188,527 653,064 37 47,618 1,270 - 24,990 14,862 9,290 7,185 5,672 161,446 176,061 669,981 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 Vikas Bagaria Partner Membership No.: 60408 Bengaluru May 29, 2020 Rishad A Premji M K Sharma Abidali Z Neemuchwala Chairman Director Chief Executive Officer & Managing Director M. Sanaulla Khan Company Secretary Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru May 29, 2020 147 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Statement of Profit and Loss (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2020 Year ended March 31, 2019 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 amortization 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: Remeasurements of the net defined benefit liability /(asset) comprising actuarial gains and losses Net change in fair value of financial instruments measured at Fair value through OCI Income tax relating to items that will not be reclassified to profit or loss 22 23 24 25 26 27 28 21 21 26 20 21 148 503,877 193 24,766 528,836 7,983 1,599 261,718 5,352 11,411 87,918 15,373 13,925 3,784 2,784 2,227 4,685 418,759 110,077 22,067 1,203 23,270 86,807 (869) (91) 193 480,298 940 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 Annual Report 2019-20 Statement of Profit and Loss (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2020 Year ended March 31, 2019 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 measured at Fair value through OCI Income tax relating to items that will be reclassified to profit or loss 20 20 20 21 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) 29 Basic Diluted Number of shares Basic Diluted (649) (1,941) (3,309) 1,015 1,367 (4,284) 82,523 14.88 14.84 579 1,014 1,567 (8) (636) 1,246 77,386 12.67 12.64 5,833,384,018 5,847,823,239 6,007,376,837 6,022,304,367 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 Rishad A Premji M K Sharma Abidali Z Neemuchwala Chairman Director Chief Executive Officer & Managing Director Vikas Bagaria Partner Membership No.: 60408 Bengaluru May 29, 2020 Jatin Pravinchandra Dalal Chief Financial Officer M. Sanaulla Khan Company Secretary Bengaluru May 29, 2020 149 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements ) 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 ` ( 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 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 , 0 2 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 9 1 0 2 , 1 l i r p A t a s a e c n a l a B 7 2 4 1 1 , ) 1 4 6 ( 8 6 0 2 1 , l a t i p a c e r a h s y t i u q E ) 4 1 4 ( - - - - - 8 3 4 , 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 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 r e h t o l a t o T y t i u q e r e h t O s e v r e s e r h s a C w o fl g n i g d e h e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r l a i c e p S c i m o n o c e - e r e n o Z t n e m t s e v n i e v r e s e r e r a h S s n o i t p o i g n d n a t s t u o t n u o c c a 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 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 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 s u l p r u S d n a s e v r e s e R - - 7 0 8 , 6 8 ) 4 8 2 , 4 ( 3 2 5 , 2 8 ) 7 8 8 , 6 ( ) 4 5 3 , 4 0 1 ( ) 1 1 3 ( 2 6 2 , 1 - ) 1 6 5 ( ) 8 2 3 , 8 2 ( 0 1 1 , 3 5 4 - - - - - - - - 5 5 4 ) 3 4 7 ( - - - - - - - - ) 9 3 7 , 4 ( - - - - - - - - - - - - ) 5 1 3 , 2 ( 2 8 8 , 1 - 5 5 4 5 5 4 - ) 9 3 7 4 ( , ) 9 3 7 , 4 ( - - - - - - - - - - - - ) 2 4 7 ( ) 6 2 0 1 ( , - - - 2 6 2 1 , 9 3 2 5 1 , - - 9 3 2 , 5 1 4 0 8 , 3 4 ) 1 6 5 ( ) 7 6 0 , 1 ( 0 5 5 , 1 . 0 2 0 2 - - - - - - - - - - - - 3 7 4 , 2 ) 4 1 4 ( 7 7 3 , 3 4 4 7 0 8 6 8 , - 7 0 8 , 6 8 - 6 2 0 1 , ) 7 8 8 6 ( , 4 1 - 4 1 - - - - - - ) 0 0 0 5 0 1 ( , 6 4 6 - ) 1 1 3 ( ) 9 3 2 5 1 ( , - ) 4 0 6 , 9 3 ( 3 7 7 , 3 0 4 - - - - 6 4 6 0 6 6 - 9 3 1 1 , 9 3 1 , 1 - - - - - - - - - - - - 9 3 1 , 1 - 5 4 1 5 4 1 - - - 2 4 7 - - - - - - - 2 4 7 7 8 8 ^ - ^ - - - - - - - - - - - - ^ , 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 g i l e o t 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 d e l t t e s y t i u q e m o r f U S R / S D A f o n o i t a c fi d o m i f o t c e f f E # # # d e l t t e s h s a c o 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 k c a b y u B 0 2 0 2 , 1 3 h c r a M t a s a e c n a l a B 0 3 e t o N o t r e f e R # 3 e t o N o t r e f e R # # 2 3 e t o N o t r e f e R # # # 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 2 7 7 7 0 6 4 * , , 1 ` n a h t s s e l s i l e u a V ^ # ) 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 i ( i d a p d n e d i v i d h s a C * s n o i t p o s r a l u c i t r a P y t i u q e r e h t O # # 6 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 9 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 9 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 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 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 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 150 Annual Report 2019-20 ) 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 ` ( r e h t o l a t o T r e h t O y t i u q e s e v r e s e r w o fl h s a C g n i g d e h e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r l a i c e p S c i m o n o c e - e r e n o Z t n e m t s e v n i e v r e s e r e r a h S s n o i t p o i g n d n a t s t u o t n u o c c a 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 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 e v r e s e R s u l p r u S d n a s 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 8 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 ( ) 6 1 0 , 3 ( 8 3 9 , 1 - 4 5 8 , 0 7 2 5 8 , 1 8 4 - - - 7 8 ) 5 8 2 1 ( , ) 5 8 2 , 1 ( - - - ) 7 0 1 ( 1 3 5 2 , 1 3 5 , 2 - - - - - - - - - - - - ) 5 8 2 , 1 ( ) 8 9 1 , 1 ( 1 3 5 , 2 4 2 4 , 2 - - - - - - - - - - - - 2 8 8 , 1 2 8 8 , 1 - - - - - - - - - - - - 5 6 5 8 2 , 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 , - 5 4 8 7 1 6 , 2 . 9 1 0 2 - - 3 7 4 2 , 3 7 4 , 2 2 1 6 , 7 0 4 1 8 7 9 3 1 , 1 2 1 4 ) 5 0 6 1 ( , ) 8 4 4 3 ( , - - - - - - 9 5 5 , 2 0 4 1 8 7 9 3 1 , 1 2 1 4 - - - - - - - - - - - 0 4 1 6 7 , 0 4 1 , 6 7 - 5 6 5 ) 4 5 4 5 ( , ) 4 5 4 1 ( , - ) 5 6 5 8 2 ( , 2 3 2 , 1 4 - - - - - - ) 7 6 7 ( - - ) 7 6 7 ( - - - - - - - - - - 3 7 4 , 2 1 9 7 , 3 4 4 4 1 9 3 1 , 1 - - - 8 2 5 - - ) 5 9 7 ( - - 5 4 1 ) 7 6 2 ( ^ - - ^ - - - - - - - - - - ^ 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 * s n o i t p o 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 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 x a t d n e d i v i d g n d u l c n i i ( i d a p d n e d i v i d h s a C ) n o e r e h 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 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 8 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 - 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 t n e m t s e v n i 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 d e s a b 151 9 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 l e u a V ^ 0 3 e t o N o t r e f e R # a l a w h c u m e e N Z i l a d b A i a m r a h S K M & 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 i j m e r P A d a h s i R n a m r i a h C 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 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 . 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 * * 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 r o t c e r i D g n g a n a M i 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 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 i a i c n a n F f e h C i 0 2 0 2 , 9 2 y a M l u r u 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 8 0 4 0 6 : . o N p h s r e b m e M i a i r a g a B s a k V i r e n t r a P 0 2 0 2 , 9 2 y a M l u r u a g n e B , 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 g i l e o t i 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 3 8 1 9 9 5 2 * , , 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 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) For the year ended March 31, 2020 For the year ended March 31, 2019 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, net Depreciation and amortization expense Unrealized exchange (gain)/loss, net and exchange loss on borrowings Share-based compensation expense Income tax expense Dividend and interest (income)/expenses, net Gain from sale of business and loss of control in subsidiary, net Provision for diminution in the value of non-current investments 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 Redemption of Preference Shares in Subsidiaries Loans to subsidiaries Proceeds from sale of hosted data centre business and loss of control in subsidiary, net of related expenses and cash Payment for business acquisition, including deposits and escrow, net of cash acquired 152 86,807 76,140 10 11,411 6,602 1,262 23,270 (20,460) (193) - (2,058) (3,295) 1,663 (503) (7,341) (590) 96,585 (5,904) 90,681 (18,326) 490 (1,176,999) - 1,209,778 5,055 (9,472) 923 (3,230) (182) 9,343 (278) 1,846 22,565 (17,059) (940) 7,356 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 - Annual Report 2019-20 Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) For the year ended March 31, 2020 For the year ended March 31, 2019 Interest received Dividend received Net cash generated from/(used in) investing activities Cash flows from financing activities: Proceeds from issuance of equity shares and shares pending allotment Repayment of borrowings Proceeds from borrowings Payment for buyback of shares, including transaction cost Repayment of lease liabilities Interest paid Payment of cash dividend (including dividend tax thereon) Net cash used in financing activities Net increase 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 10) 22,707 1,101 32,027 5 (106,833) 102,509 (105,311) (3,255) (2,558) (6,887) (122,330) 378 - 163 103,899 104,440 19,604 353 (3,706) 4 (60,681) 56,537 - - (4,357) (5,454) (13,951) 84,444 203 30 19,222 103,899 Refer to note 15 for supplementary information on statement of cash flows 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 Rishad A Premji M K Sharma Abidali Z Neemuchwala Chairman Director Chief Executive Officer & Managing Director Vikas Bagaria Partner Membership No.. 60408 Bengaluru May 29, 2020 Jatin Pravinchandra Dalal Chief Financial Officer M. Sanaulla Khan Company Secretary Bengaluru May 29, 2020 153 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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” or “we” or “our” or “us”), 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 authorized for issue by the Company’s Board of Directors on May 29, 2020. 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 Companies Act, 2013 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) Financial instruments classified as fair value through other comprehensive income or fair value through profit or loss, and c) The defined benefit asset/(liability) is recognized as the present value of defined benefit obligation less fair value of plan assets. d) Contingent consideration (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 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 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 is 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 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 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 154 Annual Report 2019-20 b) 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. Impairment testing: Investments in subsidiaries, 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 Company assesses acquired intangible assets with finite useful life for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 an asset or a cash generating unit involves use of significant estimates and assumptions which include 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 expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of deferred tax assets considered realisable, however, could reduce 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 155 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 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 expected credit loss 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. 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 lives are based on historical experience with similar assets as well as anticipation of future events, which may impact Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements their lives, 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 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) Leases: Ind AS 116 defines a lease term as the non- cancellable period for which the lessee has the right to use an underlying asset including optional periods, when an entity is reasonably certain to exercise an option to extend (or not to terminate) a lease. The Company considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option when determining the lease term. The option to extend the lease term is included in the lease term, if it is reasonably certain that the lessee would exercise the option. The Company reassesses the option when significant events or changes in circumstances occur that are within the control of the lessee. l) 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 forecasted transaction. The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these standalone financial statements and the Company will continue to closely monitor any material changes to future economic conditions. 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 in foreign currency are translated Transactions 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 recognized 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 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. m) Uncertainty relating to the global health pandemic on (iii) Financial instruments COVID-19 In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill, intangible assets, and certain investments, the Company has considered internal and external information up to the date of approval of these standalone financial statements reports and economic forecasts. The Company has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. including credit The Company basis its assessment believes that the probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on effectiveness of its hedges. 156 a) Non-derivative financial instruments: Non derivative financial instruments consist of: • financial assets, which lease include cash and cash equivalents, trade receivables, unbilled receivables, finance 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, which include long and short-term loans and borrowings, bank overdrafts, trade payables, lease liabilities, and eligible current and non-current liabilities. Annual Report 2019-20 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 balance sheet, bank overdrafts are presented under borrowings within current liabilities. 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 statement of profit and loss 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 157 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 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 statement of profit and loss. The gain or loss on disposal is recognized in statement of profit and loss. Interest income is recognized in statement of profit and loss for FVTPL debt instruments. Dividend on financial assets at FVTPL is recognized 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 recognized 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 recognized 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 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, employee and other advances and other eligible current and non-current assets. receivables, finance lease D. Trade payables and other liabilities liabilities are Trade payables and other initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For the carrying amounts approximate fair value due to the short- term maturity of these instruments. Contingent consideration recognized in the business combination these financial instruments, Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 statement of profit and loss as cost. Subsequent to instruments are accounted as described below: initial recognition, derivative financial 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 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 is sold, terminated or exercised, the expires or 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 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 recognized 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 recognized 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 costs. 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 Ind AS 109. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognize the financial asset and recognizes a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognized 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 The authorized share capital of the Company as at March 31, 2020 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, 2019: ` 1,139) is not freely available for distribution. c) Capital Redemption Reserve Capital redemption reserve amounting to ` 660 (March 31, 2019: ` 14) is not freely available for distribution. d) Retained earnings earnings Retained undistributed earnings after taxes. comprises of the Company’s e) Common Control Transactions Capital Reserve The Common Control Transactions Capital Reserve is on account of merger as explained in footnotes to Note 34. This reserve amounting to ` 2,473 (March 31, 2019: ` 2,473) 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 158 Annual Report 2019-20 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 should be utilized by the Company for acquiring plant and machinery as per terms of section 10AA(2) of the Income-tax Act, 1961. 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 recognized 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 recognized in other comprehensive income, net of 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 recognized 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. 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 reserve 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 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 capitalized as part of the cost. 159 Capital work-in-progress are measured at cost accumulated impairment losses, if any. less 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. 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 Useful life 28 to 40 years 5 to 21 years 2 to 7 years Furniture, fixtures and equipment 3 to 10 years Vehicles 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. (vi) 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 statement of profit and loss. Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Common Control business combinations (vii) Leases 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 shall be preserved and shall 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 shall be transferred to capital reserve and should be 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 recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized 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. 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 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 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 10 years 3 to 7 years The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116. The Company as a lessee The Company enters into an arrangement for lease of land, buildings, plant and machinery including computer equipment and vehicles. Such arrangements are generally for a fixed period but may have extension or termination options. The Company assesses, whether the contract is, or contains, a lease, at its inception. A contract is, or contains, a lease if the contract conveys the right to – a) control the use of an identified asset, b) obtain substantially all the economic benefits from use of the identified asset, and c) direct the use of the identified asset The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease, where the Company is reasonably certain to exercise that option. The Company at the commencement of the lease contract recognizes a Right-of-Use (RoU) asset at cost and corresponding lease liability, except for leases with term of less than twelve months (short term leases) and low-value assets. For these short term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the lease term. The cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease, plus any initial direct costs, less any lease incentives received. Subsequently, the right-of-use assets are measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The right-of-use assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful life of right-of-use assets are determined on the same basis as those of property, plant and equipment. The Company applies Ind AS 36 to determine whether an RoU asset is impaired and accounts for any identified impairment loss as described in the impairment of non-financial assets below. For lease liabilities at the commencement of the lease, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate that the Company would have to pay to borrow funds, including the consideration of factors such 160 Annual Report 2019-20 as the nature of the asset and location, collateral, market terms and conditions, as applicable in a similar economic environment. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The Company recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in statement of profit and loss. Lease liability payments are classified as cash used in financing activities in the statement of cash flows. The Company as a lessor Leases under which the Company is a lessor are classified as finance or operating leases. Lease contracts where all the risks and rewards are substantially transferred to the lessee, the lease contracts are classified as finance leases. All other leases are classified as operating leases. For leases under which the Company is an intermediate lessor, the Company accounts for the head-lease and the sub-lease as two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease. (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 amortized cost, debt instruments classified as FVTOCI, trade receivables, unbilled receivables, contract assets, finance lease receivables and other financial assets. Expected credit is the difference between the contractual cash flows and the cash flows that the entity expects to receive discounted using effective interest rate. loss Loss allowances for trade receivables, unbilled receivables, lease receivables are contract assets and finance 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 161 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) Impairment of Investment in subsidiaries 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 recognized in the statement of profit and loss. C) Non - financial assets The Company assesses long-lived assets such as property, plant and equipment, right-of-use assets 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. 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 represent the lowest level at which goodwill is monitored for internal management purposes. 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 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 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. An impairment in respect of goodwill is not reversed. Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements (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 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. Re-measurement 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 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 managers. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. 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 also maintains pension and similar plans for employees outside India, based on the country specific regulations. These plans are partially funded, and the funds are managed by third party fund managers. The plans provide for monthly payout after retirement as per salary drawn and service period or for a lumpsum payment as set out in rules of each fund. The Company’s obligation in respect of above plans, which are defined benefit plans, are 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. b) Termination benefits 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 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. d) Compensated absences The employees of the Company are entitled to compensated absences. 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. C. Gratuity and Pension (xi) Share based payment transactions In accordance with the Payment of Gratuity Act, Selected employees of the Company receive remuneration in the 162 Annual Report 2019-20 form of equity settled instruments or cash 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 statement of profit and loss with a corresponding increase to the share options outstanding account, a component of equity. The equity instruments or cash settled 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 or cash settled instruments that will eventually vest. Cash Settled instruments granted are re-measured by reference to the fair value at the end of each reporting period and at the time of vesting. The expense is recognized in the statement of profit and loss with a corresponding increase to the financial liability. (xii) 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. (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. Effective April 1, 2018, the Company adopted Ind AS 115 163 “Revenue from Contracts with Customers” using the cumulative catch-up transition method, applied to contracts that were not completed as of April 1, 2018. 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. from customer contracts are considered Revenues for recognition and measurement when the contract has been approved by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. 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. When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved. 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 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 contracts are recognized as the related services are rendered. Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements B. Fixed-price contracts i) Fixed-price development contracts from fixed-price contracts, including Revenues software development, and integration contracts, where the performance obligations are satisfied over time, are recognized using the “percentage-of- completion” method. The performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses. 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 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 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 receivables 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 related Revenues to fixed-price maintenance contracts are recognized on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or ratably using percentage of completion method when the pattern of benefits from the services rendered to the customers and the cost to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. Revenue for contracts in which the invoicing is representative of the value being delivered, is recognized based on our right to invoice. If our invoicing 164 is not consistent with value delivered, revenues are recognized as the service is performed using the percentage of completion method. 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) Element or 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 product. 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, pricing incentives to customers and penalties 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 and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. − Revenues are shown net of allowances/ returns, sales tax, value added tax, goods and services tax and applicable discounts and allowances. − the estimated cost of The Company accrues 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. Annual Report 2019-20 − − − − − 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 before it is transferred to the customer, Company is the principal; if not, the Company is the agent. Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contract and are recognized in net profit in the period when these estimates change or when the estimates are revised. Revenues and the estimated total costs or efforts are subject to revision as the contract progresses. (xiv) Finance costs Finance costs comprise interest cost on borrowings and lease liabilities, 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 recognized in the statement of profit and loss using the effective interest method. 165 (xv) Other income Other income comprises 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. (xvi) Income tax Income tax comprises current and deferred tax. Income tax expense is recognized in the statement of profit and loss 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. While determining the tax provisions, the Company assesses whether each uncertain tax position is to be considered separately or together with one or more uncertain tax positions depending the nature and circumstances of each uncertain tax position. 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. Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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. 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 and liabilities of disposal groups that are 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 and liabilities associated with assets held for sale. Noncurrent assets and disposal groups held for sale are measured at the lower of carrying amount and fair value less costs to sell. (xxii) Disposal of assets The gain or loss arising on disposal or retirement of assets is recognized in the statement of profit and loss. New Accounting standards adopted by the Company: (xvii) Earnings per share (xxiii) Ind AS 116 – Leases 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 financial statements by the Board of Directors. (xviii) Cash flow statement Cash flows 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. (xix) Assets held for sale is Sale of business is classified as held for sale, if their carrying amount 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 On April 1, 2019, the Company has adopted Ind AS 116, Leases, which, applied to all lease contracts outstanding as at April 1, 2019, using modified retrospective method by recording the cumulative effect of initial application as an adjustment to opening retained earnings. The Company has made use of the following practical expedients available in its transition to Ind AS 116 - (a) The Company will not reassess whether a contract is or contains a lease. Accordingly, the definition of lease in accordance with Ind AS 17 will continue to be applied to lease contracts entered by the Company or modified by the Company before April 1, 2019. (b) The Company has applied a single discount rate to a portfolio of leases of similar assets in similar economic environment. Consequently, the Company has recorded its lease liability using the present value of remaining lease payments, discounted using the incremental borrowing rate at the date of initial application and the right-of- use asset at its carrying amount as if the standard had been applied since the commencement date of the lease but discounted using the incremental borrowing rate at the date of initial application. (c) The Company excluded the measurement of the RoU asset; initial direct costs from (d) The Company does not recognize RoU assets and lease liabilities for leases with less than twelve months of lease term and low-value assets on the date of initial application. The weighted average rate of discount applied to lease liabilities as at April 1, 2019 is 5.6%. 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 On adoption of Ind AS 116, a) the Company had recognized right-of-use assets ` 6,835 and corresponding lease liabilities ` 7,618. 166 Annual Report 2019-20 b) the net carrying value of assets procured under the finance lease ` 143 (gross carrying and accumulated depreciation value of ` 263 and ` 120, respectively) have been reclassified from property, plant and equipment to right- of-use assets. c) the obligations under finance leases of ` 596 (non-current and current obligation under finance leases ` 152 and ` 444 respectively) have been reclassified to lease liabilities. d) prepaid rent on leasehold land and other assets, which were earlier classified under “Other Assets” have been reclassified to right-of-use assets by ` 2,202. The adoption of the new standard has resulted in a reduction of ` 414 in retained earnings, net of deferred tax asset of ` 115. During the year ended March 31, 2020, the Company recognized in the statement of profit and loss- a) Depreciation expense from right-of-use assets of ` 2,800 (Refer to Note 5) b) Interest expenses on lease liabilities of ` 426 c) Rent expense amounting to ` 17 pertaining to leases of low-value assets and ` 1,812 pertaining to leases with less than twelve months of lease term has been included under facility expenses d) Income from subleasing right-of-use assets to subsidiaries of ` 209. Refer to Note 5 for additions to right-of-use assets during the year ended March 31, 2020 and carrying amount of right-of-use assets as at March 31, 2020 by class of underlying asset. As of March 31, 2020, the Company is committed to certain leases amounting to ` 1,399, which have not yet commenced. The term of such leases ranges from 2 to 8 years. Lease payments during the year are disclosed under financing activities in the statement of cash flows. The comparatives as at and for the year ended March 31, 2019 have not been retrospectively adjusted. The adoption of Ind AS 116 did not have any material impact on the Company’s statement of profit and loss and earnings per share. The difference between the lease obligation disclosed as of March 31, 2019 under Ind AS 17 and the value of the lease liabilities as of April 1, 2019 is primarily on account of practical expedients exercised for low value assets and short term leases, as at adoption of the standard, in measuring lease liability and discounting the lease liabilities to the present value in accordance with Ind AS 116. Particulars Operating lease commitments disclosed as at March 31, 2019 (Less): Impact of discounting on opening lease liability (Less): Short-term leases not recognized as a liability (Less): Low-value leases not recognized as a liability (Less): Leases commencing after 1st April, but entered into on or before 31st March Total ` 9,711 (522) (1,429) - (142) Lease liability recognized as at April 1, 2019 ` 7,618 Appendix C to Ind AS 12 - Uncertainty over income tax treatments Appendix C to Ind AS 12 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 adoption of Appendix C to Ind AS 12 did not have any material impact on the standalone financial statements of the Company. Amendment to Ind AS 12 – Income Taxes The Ministry of Corporate Affairs issued amendments to Ind AS 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 adoption of amendment to Ind AS 12 did not have any material impact on the standalone financial statements of the Company. Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement The 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. The adoption of amendment to Ind AS 19 did not have any material impact on the standalone financial statements of the Company. New Accounting Standards not yet adopted by the Company Ministry of Corporate Affairs (“MCA”) notifies new standard is no or amendments to the existing standards. There such notification which would have been applicable from April 1, 2020. 167 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 4. Property, plant and equipment Land Buildings Plant and machinery * Furniture and fixtures Office equipment Vehicles Total Gross carrying value: As at April 1, 2019 Reclassified on adoption of Ind AS 116 ` 3,555 ` 25,237 ` 68,156 ` 9,539 ` 4,583 ` 874 ` 111,944 - - (263) - - - (263) Adjusted balance as at April 1, 2019 ` 3,555 ` 25,237 ` 67,893 ` 9,539 ` 4,583 ` 874 ` 111,681 - - 20,461 20 Additions 55 8,418 9,265 1,729 994 Additions through business combination Disposals - - - (35) 18 (2,628) 1 (94) 1 (101) (116) (2,974) As at March 31, 2020 ` 3,610 ` 33,620 ` 74,548 ` 11,175 ` 5,477 ` 758 ` 129,188 Accumulated depreciation/ impairment: As at April 1, 2019 Reclassified on adoption of Ind AS 116 Adjusted balance as at April 1, 2019 Depreciation Disposals As at March 31, 2020 - - - - - - ` 5,982 ` 55,673 ` 7,354 ` 3,561 ` 632 ` 73,202 - (120) - - - (120) ` 5,982 ` 55,553 ` 7,354 ` 3,561 ` 632 ` 73,082 904 (14) 5,788 (2,286) 786 (43) 449 (11) 162 (102) 8,089 (2,456) ` 6,872 ` 59,055 ` 8,097 ` 3,999 ` 692 ` 78,715 Net book value as at March 31, 2020 ` 3,610 ` 26,748 ` 15,493 ` 3,078 ` 1,478 ` 66 ` 50,473 Gross carrying value: As at April 1, 2018 Additions Additions due to merger Disposals ` 3,490 ` 23,139 ` 65,605 ` 9,149 ` 4,344 ` 1,007 ` 106,734 65 - - 2,193 66 6,875 114 863 38 332 10 2 - 10,330 228 (161) (4,438) (511) (103) (135) (5,348) As at March 31, 2019 ` 3,555 ` 25,237 ` 68,156 ` 9,539 ` 4,583 ` 874 ` 111,944 Accumulated depreciation/ impairment: As at April 1, 2018 Additions due to merger Depreciation Disposals As at March 31, 2019 - - - - - ` 5,249 ` 52,602 ` 7,173 ` 3,239 ` 445 ` 68,708 6 807 (80) 43 6,849 (3,821) - 612 (431) 14 387 (79) - 282 (95) 63 8,937 (4,506) ` 5,982 ` 55,673 ` 7,354 ` 3,561 ` 632 ` 73,202 Net book value as at March 31, 2019 ` 3,555 ` 19,255 ` 12,483 ` 2,185 ` 1,022 ` 242 ` 38,742 * Including net carrying value of computer equipment and software amounting to ` 9,959 and ` 8,893 as at March 31, 2020 and 2019, respectively. 168 Annual Report 2019-20 5. Right-of-Use Assets Gross carrying value: As at April 1, 2019 Additions Additions through business combination Disposals As at March 31, 2020 Accumulated depreciation Depreciation Disposals As at March 31, 2020 Net book value as at March 31, 2020 *Includes computer equipment 6. Goodwill and other intangible assets The movement in goodwill balance is given below: Category of RoU asset Land Buildings Plant and machinery* Vehicles ` 2,003 ` 5,564 ` 1,235 ` - - - 1,022 126 (27) 543 - - ` 2,003 ` 6,685 ` 1,778 ` ` ` 27 - 27 1,976 ` 1,850 (18) 1,832 4,853 ` ` ` ` ` 790 - 790 988 ` ` ` ` 378 138 - (44) 472 133 (4) 129 343 Total ` 9,180 1,703 126 (71) ` 0,938 ` 2,800 (22) 2,778 8,160 ` ` Balance at the beginning of the year Acquisition through business combination (Refer to Note 7) Balance at the end of the year Year ended March 31, 2020 ` 3,882 689 4,571 ` March 31, 2019 ` 3,882 - 3,882 ` The Company is organized by three operating segments: IT Services, IT Products and India State Run Enterprises services. Goodwill as at March 31, 2020 and 2019 has been allocated to the IT Services operating segment. Below is the allocation of the goodwill to the CGUs: Energy, Natural Resources and Utilities (ENU) Banking Financial Services and Insurance (BFSI) Total As at March 31, 2020 ` 3,782 789 4,571 ` March 31, 2019 ` 3,782 100 3,882 ` For 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, 2020 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, 2020 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. 169 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Movement in intangible assets is given below: Gross carrying value: As at April 1, 2019 Additions through business combination Disposals As at March 31, 2020 Accumulated amortization/ impairment: As at April 1, 2019 Amortization Disposals As at March 31, 2020 Net carrying value as at March 31, 2020 Gross carrying value: As at April 1, 2018 Additions Additions due to merger Disposals As at March 31, 2019 Accumulated amortization/ impairment: As at April 1, 2018 Amortization Additions due to merger Disposals As at March 31, 2019 Net carrying value as at March 31, 2019 Customer related Marketing related * Intangible assets ` ` ` ` ` ` ` ` ` ` 2,913 2,294 - 5,207 1,527 520 - 2,047 3,160 2,913 - - - 2,913 1,151 376 - - 1,527 1,386 ` ` ` ` ` ` ` ` ` ` 485 32 - 517 485 2 - 487 30 78 - 407 - 485 78 - 407 - 485 - Total 3,398 2,326 - 5,724 2,012 522 - 2,534 3,190 2,991 - 407 - 3,398 1,229 376 407 - 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 value of intangibles taken over as a part of the merger explained in footnotes to Note 34. As at March 31, 2020, the estimated remaining amortization period for intangible assets acquired on acquisition are as follows: Acquisition Vara Infotech Private Limited Other entities 7. Business Combination Estimated remaining amortization period 6.50 - 9.50 years 1.25 – 3 years Summary of material acquisitions during the year ended March 31, 2020 is given below: On September 30, 2019, the Company has acquired the customer contracts, leased facilities, assets and employees of Vara Infotech Private Limited, through a Business Transfer Agreement for a cash consideration of ` 3,230. This transaction pertains to our service offerings in BFSI industry vertical. The following table presents the provisional purchase price allocation: Description Net assets Customer related intangibles Marketing related intangibles Total Goodwill Total purchase price 170 Purchase price allocated ` ` ` 215 2,294 32 2,541 689 3,230 Annual Report 2019-20 The goodwill of ` 689 comprises value of acquired workforce and expected synergies arising from the business combination. The goodwill was allocated to IT Services segment and is deductible for income tax purposes in India. The pro-forma effects of this business combination on the Company’s results were not material. 8. Investments Non-current Investments Financial instruments measured at FVTOCI Equity instruments -unquoted (Refer to note 8.1) Investment in Subsidiaries- unquoted (Refer to Note 8.4) Aggregate amount of unquoted investments Aggregate amount of impairment in value of investments in subsidiaries Current Investments As at March 31, 2020 March 31, 2019 ` ` 152 77,198 77,350 77,350 (7,356) ` ` 249 82,254 82,503 82,503 (7,356) As at March 31, 2020 March 31, 2019 Financial instruments measured at FVTPL Investments in liquid and short-term mutual funds -unquoted (Refer to Note 8.5) ` 14,795 ` 13,960 Financial instruments measured at FVTOCI Commercial paper, Certificate of deposits and bonds -unquoted (Refer to note 8.2) Non-convertible debentures, government securities and commercial papers - quoted (Refer to note 8.3) 20,126 135,461 43,030 142,018 Financial instruments at amortized cost Inter corporate and term deposits -unquoted * Aggregate amount of quoted investments and aggregate market value thereof Aggregate amount of unquoted investments * These deposits earn a fixed rate of interest. 19,253 20,980 ` 189,635 ` 219,988 135,461 54,174 142,018 77,970 * Term deposits include deposits in lien with banks primarily on account of term deposits held as margin money deposits against guarantees amounting to ` 796 (March 31, 2019: ` 463). Details of investments: 8.1 Details of investments in equity instruments-other than subsidiaries (fully paid-up) – classified as FVTOCI Particulars Number of Shares As at Carrying value As at March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Non-Current Mycity Technology Limited Wep Peripherals Limited Wep Solutions Limited Drivestream India Private Limited Altizon Systems Private Limited WAISL Limited (formerly Wipro Airport IT Services Limited) (Refer to Note 23) Total 44,935 306,000 1,836,000 267,600 23,758 550,000 ` - 68 27 19 38 - ` - 40 40 19 144 6 ` 152 ` 249 44,935 306,000 1,836,000 267,600 23,758 - 171 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 8.2 Investment in certificate of deposits/ commercial papers and bonds (unquoted) – classified as FVTOCI Particulars of issuer Current Axis Bank National Bank for Agriculture and Rural Development Small Industries Development Bank of India ICICI Bank Kotak Mahindra Investments Limited Kotak Mahindra Prime Limited Aditya Birla Finance Limited Tata Capital Housing Finance Limited Tata Capital Financial Services Limited Kotak Mahindra Bank HDFC Bank Limited HDB Financial Services Limited Total As at March 31, 2020 March 31, 2019 ` 9,139 ` 4,309 8,833 1,197 957 - - - - - - - - 1,000 4,302 11,311 2,864 2,585 1,988 1,881 1,499 9,362 992 937 ` 20,126 ` 43,030 8.3 Investment in non-convertible debentures, government securities and commercial papers (quoted) – classified as FVTOCI Particulars of issuer Current National Highways Authority of India Rural Electrification Corporation Limited HDB Financial Services Limited Government Securities Power Finance Corporation Limited Kotak Mahindra Prime Limited Tata Capital Financial Services Limited Small Industries Development Bank of India Kotak Mahindra Investments Limited Housing Development Finance Corporation Limited Indian Railway Finance Corporation Limited National Bank for Agriculture and Rural Development Aditya Birla Finance Limited Axis Bank NTPC Limited Tata Capital Housing Finance Limited HDFC Bank Limited ANZ Bank LIC Housing Finance Limited Total 172 As at March 31, 2020 March 31, 2019 ` 18,802 ` 18,055 14,114 13,633 12,978 12,248 12,090 12,000 8,914 8,283 5,692 4,857 4,574 1,882 1,823 1,679 1,273 614 5 - 4,929 13,038 6,862 13,169 10,855 13,708 4,912 5,238 7,151 4,473 13,460 11,596 517 417 5,765 462 3 7,408 ` 135,461 ` 142,018 Annual Report 2019-20 8.4 Details of investment in unquoted equity and preference instruments of subsidiaries (fully paid up) Name of the subsidiary Currency Face Value Number of Units as at Balances as at March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Non-Current Equity Instrument Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro, LLC Wipro Japan KK Wipro Japan KK Wipro Shanghai Limited Wipro IT Services SE (formerly known as Wipro Cyprus SE) Wipro Networks Pte Limited Wipro Chengdu Limited Wipro Overseas IT Services Pvt. Ltd. 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 ` ` USD JPY USD EUR SGD ` USD BDT INR 10 10 - Note 1 Note 2 1 1 93,250 66,171 ` ` 22 1 22 1 93,250 66,171 - 650 16 - - 650 16 - 50,496 50,496 6 640 9 18,903 1,339 24 ^ 4,480 359 8,275 6 641 9 18,903 1,339 24 ^ 4,480 359 8,275 163,617 163,617 28,126,108 28,126,108 Note 2 - - 10 1 10 10 50,000 50,000 130,151,974 130,151,974 42,499,990 42,499,990 70,10,000 70,10,000 Wipro IT Services SE (formerly known as Wipro Cyprus SE) (Redeemable) EUR 1 Sub-total Total Non-Current Current Wipro Airport IT Services Limited (Refer to note 23) ` 10 Total Current Total investment in unquoted equity and preference instruments of subsidiaries Less: Impairment in value of investments in subsidiaries (Note 3 below) Net investment in unquoted equity and preference instruments of subsidiaries - - ` 84,554 ` 84,555 45,000 ` ` - - ` ` 5,055 5,055 ` 84,554 ` 89,610 5,50,000 - - ` ^ - ` ` 84,554 ` 89,610 (7,356) (7,356) ` 77,198 ` 82,254 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. Note 3 - The impairment is on account of diminution in the value of a step subsidiary of Wipro LLC due to the uncertainties around the Affordable Care Act. 8.5 Details of Investments in liquid and short-term mutual funds -unquoted – classified as FVTPL Particulars As at As at Number of Shares Carrying Value March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 HDFC Arbitrage Fund - Wholesale Plan - Growth Kotak Equity Arbitrage Fund - Direct Plan - Growth SBI Overnight Fund Direct Plan Growth IDFC Arbitrage Fund - Growth - Direct Plan ICICI Prudential Equity Arbitrage Fund - Direct Plan - Growth UTI Overnight Fund Direct Plan Growth UTI Arbitrage Fund-Growth Plan L&T Cash Fund Direct Plan Growth - - 388,332 - - 462,995 - 168,996 ` 2,100 ` 1,974 1,616 1,241 1,229 1,113 996 718 - - 1,201 - - 1,203 - 250 141,089,753 67,906,978 496,725 48,133,290 45,551,909 407,120 36,445,590 460,742 173 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Particulars As at As at Number of Shares Carrying Value March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 Axis Overnight Fund DSP Overnight Fund Direct Plan Growth HSBC Overnight Fund Invesco India Overnight Fund 590,406 488,697 479,479 495,317 389,144 345,742 - - ICICI Prudential Overnight Fund Direct Growth 4,526,064 5,864,741 HDFC Overnight Fund Direct Plan Growth ABSL Overnight Fund Direct Plan Growth Sundaram Overnight Fund Tata Overnight Fund IDFC Overnight Fund Kotak Overnight Fund HDFC Arbitrage Fund - Wholesale Plan - Monthly Dividend- Direct Plan IDFC Arbitrage Fund – Monthly Dividend- Direct Plan ICICI Prudential Equity Arbitrage Fund - Direct Plan - Dividend Kotak Equity Arbitrage - Direct - Fortnight Dividend Religare Ultra Short Term Fund - Institutional Growth Reliance Interval Fund - Monthly Series I - IP - Dividend Total Investments in liquid and short-term mutual funds -unquoted ^ Value of investment is less than `1. 9. Trade receivables 145,665 231,342 228,041 107,199 67,569 62,144 - - - - - - 70,899 1,771,126 - 250,125 594,622 691,520 200,321,433 88,833,898 79,919,884 83,782,796 15 15 623 522 500 500 488 432 250 242 113 72 66 - - - - - - 390 351 - - 600 200 1,818 - 250 602 700 2,097 1,168 1,158 1,972 ^ ^ ` 14,795 ` 13,960 Unsecured Considered good Considered doubtful Less: Allowance for lifetime expected credit loss Included in the balance sheet 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 174 As at March 31, 2020 March 31, 2019 ` 97,032 ` 94,836 10,581 11,631 ` 107,613 ` 106,467 (10,581) (11,631) ` 97,032 ` 94,836 4,462 92,570 4,373 90,463 As at March 31, 2020 March 31, 2019 ` 11,631 ` 11,514 857 (1,989) 82 729 (575) (37) ` 10,581 ` 11,631 Annual Report 2019-20 10. Cash and cash equivalents Cash and cash equivalents as at March 31, 2020 and 2019 consist of the following: Balances with banks Current accounts Unclaimed dividend Demand deposits * Cheques, drafts on hand As at March 31, 2020 March 31, 2019 ` 13,233 ` 18,838 85 90,970 152 93 84,818 153 ` 104,440 ` 103,902 * 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 statement of cash flows: Cash and cash equivalents Bank overdrafts 11. Other Financial Assets Non-current Security deposits Other deposits Interest receivable Finance lease receivables Current Dues 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 175 As at March 31, 2020 104,440 - ` March 31, 2019 103,902 (3) ` ` 104,440 ` 103,899 As at March 31, 2020 March 31, 2019 ` ` ` ` ` 1,266 253 1,139 1,758 4,416 ` 792 2,030 2,444 886 655 887 7,694 (887) 6,807 11,223 ` ` ` ` ` ` 1,043 337 1,139 1,324 3,843 591 908 1,714 949 1,651 810 6,623 (810) 5,813 9,656 As at March 31, 2020 March 31, 2019 ` ` 810 176 (99) 887 ` ` 790 218 (198) 810 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Finance lease receivables Leasing arrangements Finance lease receivables consist of assets that are leased to customers for contract terms ranging from 1 to 7 years, with lease payments due in monthly or quarterly installments. Details of finance lease receivables is given below: Minimum lease payments Present value of minimum lease payments As at March 31, 2020 2019 2020 2019 Not later than one year ` 2,169 ` 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 1,846 - - 4,015 (227) 999 1330 44 - 2,373 (141) ` 2,030 ` 908 1,758 1,283 - - 3,788 - 41 - 2,232 - Present value of minimum lease payment receivables ` 3,788 ` 2,232 ` 3,788 ` 2,232 Included in the balance sheet as follows: - Non-current finance lease receivables - Current finance lease receivables 12. Inventories Finished goods [including goods in transit - `2] (`1 for March 31, 2019) Stock-in-trade Stores and spares 13. Other assets Non-current Capital advances Prepaid expenses Costs to obtain contract* Others Current Prepaid expenses Dues from officers and employees Advances to suppliers Costs to obtain contract* Balance with GST and other authorities Total 1,758 2,030 1,324 908 As at March 31, 2020 March 31, 2019 ` 3 1,125 613 ` 3 2,724 676 ` 1,741 ` 3,403 As at March 31, 2020 March 31, 2019 ` 1,537 ` 1,354 3,976 579 3,046 4,970 528 5,337 ` 9,138 ` 12,189 ` 7,754 ` 10,120 428 2,534 684 6,869 882 2,000 731 4,907 ` 18,269 ` 27,407 ` 18,640 ` 30,829 * Amortization during the year ended March 31, 2020 and 2019 amounts to ` 713 and ` 689, respectively. 176 Annual Report 2019-20 14. Share Capital Authorized capital 12,504,500,000 (March 31, 2019: 12,504,500,000) equity shares [Par value of ` 2 per share] 25,000,000 (March 31, 2019: 25,000,000) preference shares [Par value of ` 10 per share] 150,000 (March 31, 2019:1,50,000) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 5,713,357,390 (March 31, 2019: 6,033,935,388) equity shares of ` 2 each As at March 31, 2020 March 31, 2019 ` 25,009 ` 25,009 250 15 250 15 ` 25,274 ` 25,274 11,427 ` 11,427 12,068 ` 12,068 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 final dividend proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting. Following is the summary of per share dividends recognized as distributions to equity shareholders: Interim dividend (Board recommended the adoption of the interim dividend as the final dividend) For the year ended March 31, 2020 March 31, 2019 ` 1 per share ` 1 per share 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 Opening number of equity shares / American Depository Receipts (ADRs) outstanding Equity shares issued pursuant to Employee Stock Option Plan * Issue of bonus shares (Refer to note 30) Buyback of equity shares (Refer to note 30) Closing number of equity shares / ADRs outstanding As at March 31, 2020 As at March 31, 2019 No. of Shares ` Million No. of Shares ` Million 6,033,935,388 12,068 4,523,784,491 9,048 2,498,925 5 1,681,717 - (323,076,923) 5,713,357,390 - (646) 11,427 1,508,469,180 - 6,033,935,388 4 3,016 - 12,068 *4,607,772 and 2,599,183 shares have been issued by the controlled trust to eligible employees on exercise of options during the year ended March 31, 2020 and 2019 respectively. 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, 2020 As at March 31, 2019 No. of Shares % held No. of Shares 938,946,043 16.43 989,215,999 1,127,392,315 19.73 1,187,751,441 1,143,118,360 757,398,687 20.01 13.26 1,204,319,438 797,948,834 % held 16.39 19.68 19.96 13.22 177 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements iii. Other details of equity shares for a period of five years immediately preceding March 31, 2020 (a) 323,076,923 equity shares were bought back by the Company during the year ended March 31, 2020. Refer to Note 30 (b) 1,508,469,180 bonus shares were issued during the year ended March 31, 2019. Refer to note 30. (c) 2,433,074,327 bonus shares were issued during the year ended March 31, 2018. (d) 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. iv. Shares reserved for issue under option For details of shares reserved for issue under the employee stock option plan of the Company, Refer to note 32. 15. Borrowings Non-current Secured Long term maturities of obligations under finance leases * Unsecured 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, 2020 March 31, 2019 ` ` ` ` ` ` - 251 251 - - 50,019 50,019 50,270 ` ` ` ` ` ` 152 68 220 3 19 50,500 50,522 50,742 * Current obligations under financial leases amounting to ` Nil (March 31, 2019: ` 444) is classified under “Other current financial liabilities”. Refer to note 33. ** Current obligations under Loans from institutions other than banks amounting to ` 189 (March 31, 2019: ` 93) is classified under “Other current financial liabilities”. Short-term borrowings Unsecured bank overdrafts Unsecured loans from institutions other than banks Indian Rupee - ` - As at March 31, 2020 Interest rate N.A N.A Interest rate N.A N.A As at March 31, 2019 Indian Rupee ` 3 19 Unsecured borrowings from banks 50,019 LIBOR / T-Bill + Spread 1.39% - 5.30% 50,500 ` 50,019 ` 50,522 The principal source of Short-term borrowings from banks as at March 31, 2020 primarily consists of lines of credit of approximately ` 17,960 (2019: ` 7,979) and U.S. Dollar (U.S. $) 909 Million (2019: U.S. $ 1,165 Million) from bankers for working capital requirements and other short-term needs. As at March 31, 2020, the Company has unutilized lines of credit aggregating ` 4,260 (2019: ` 7,957) and U.S.$ 429 Million (2019: U.S. $ 435 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. The Company has non-fund based revolving credit facilities in INR amounting to ` 30,726 and ` 33,791 as at March 31, 2020 and 2019, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As at March 31, 2020 and 2019, an amount of ` 17,215 and ` 20,174, respectively, was unutilized out of these non-fund based facilities. 178 Annual Report 2019-20 Long-term borrowings A summary of long- term borrowings is as follows: Currency As at March 31, 2020 Foreign currency in millions Indian Rupee Interest rate Final maturity As at March 31, 2019 Foreign currency in millions Indian Rupee Unsecured Loans from institutions other than banks Indian Rupee Secured obligations under finance leases NA ` 440 8.29% - 9.35% March 2024 NA ` 440 - ` 440 ` ` ` 161 161 596 757 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, 2020 and 2019, the Company has met all the covenants under these arrangements. Cash and non-cash changes in liabilities arising from financing activities: Non-Cash Changes April 1, 2019 Cash flow Ind AS 116 Adoption Borrowings from banks ` 50,500 ` (4,584) ` Bank overdrafts Obligations under finance leases* Loans from institutions other than banks* Lease Liabilities Total 3 596 180 - (3) - 260 Additions to lease liabilities ` - - - - - - (596) - Foreign exchange movements March 31, 2020 ` 4,103 ` 50,019 - - - - - 440 9,121 (3,255) 8,214 3,772 390 ` 51,279 ` (7,582) ` 7,618 ` 3,772 ` 4,493 ` 59,580 April 1, 2018 Cash flow Non-Cash Changes Assets taken on finance lease Foreign exchange movements March 31, 2019 Borrowings from banks Bank overdrafts External commercial borrowings * Obligations under finance leases * Loans from institutions other than banks* ` 42,479 ` 6,911 ` 3,998 9,777 1,407 367 (3,995) (10,064) (805) (186) Total ` 58,028 ` (8,139) ` * Includes current obligations under borrowings classified under “Other current financial liabilities” - - - 2 - 2 ` 1,110 ` 50,500 - 287 (8) (1) 3 - 596 180 ` 1,388 ` 51,279 Significant portion of loans, borrowings and bank overdrafts bear floating rates of interest, referenced to LIBOR or other similar country specific official benchmark interest rates and a spread, determined based on market conditions. 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, 2020 and 2019, the Company has met all the covenants under these arrangements. Obligations under finance leases amounting to ` 596 as at March 31, 2019 were secured by underlying property, plant and equipment. Interest expense on borrowings was ` 1,721 and ` 1,762 for the year ended March 31, 2020 and 2019, respectively. 179 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 16. Micro, small and medium enterprises The disclosure pursuant to the Micro, Small and Medium Enterprises Development Act, 2006, [MSMED Act] as at March 31, 2020 and March 31, 2019 is as under: Particulars (a) Principal amount remaining unpaid (b) Interest due thereon remaining unpaid (c) 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 (d) 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 (e) Interest accrued and remaining unpaid (f) Further 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 or the purpose of disallowance as a deductible expenditure under section 23. As at March 31, 2020 ` 131 - March 31, 2019 ` 37 1 294 437 - 3 - - 4 1 This information has been determined to the extent such parties have been identified on the basis of information available with the Company. 17. Other financial liabilities Non-current Cash Settled ADS RSUs (Refer to note 32) Current Salary Payable Current maturities of long-term borrowings (Refer to note 15) Current maturities of obligation under finance lease (Refer to note 15) Interest accrued but not due on borrowing Unclaimed dividends Cash Settled ADS RSUs (Refer to note 32) Others Total 18. Provisions Non-current: Provision for employee benefits Provision for warranty Current: Provision for employee benefits Provision for warranty Others Total 180 As at March 31, 2020 March 31, 2019 ` ` ` ` ` 146 146 15,772 189 - 23 85 350 2,238 18,657 18,803 ` ` ` ` ` - - 21,873 93 444 35 93 - 2,452 24,990 24,990 As at March 31, 2020 March 31, 2019 ` ` ` ` ` 2,131 2 2,133 10,296 317 689 11,302 13,435 ` ` ` ` ` 1,194 2 1,196 8,300 274 716 9,290 10,486 Annual Report 2019-20 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 in provision for warranty and other provisions is as follows: Particulars Provision at the beginning of the year Additions during the year, net Utilized/ reversed during the year Provision at the end of the year Included in the balance sheet as follows: Non-current portion Current portion 19. Other liabilities As at March 31, 2020 As at March 31, 2019 Provision for warranty Others Total Provision for warranty Others Total ` ` ` ` 276 359 (316) 319 2 317 ` ` ` ` 716 139 (166) 689 - 689 ` 992 498 (482) ` 1,008 ` 2 ` 1,006 ` ` ` ` 272 291 (287) 276 2 274 ` 1,150 304 (462) 992 2 990 ` ` ` ` ` ` ` 878 13 (175) 716 - 716 As at Non-current Others Current Statutory and other liabilities Advance from customers Others Total 20. 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 amortized cost Investment in Subsidiaries Loans to Subsidiaries Other financial assets Trade receivables Unbilled receivables Other assets Derivative assets 181 March 31, 2020 March 31, 2019 ` ` ` ` ` 3,770 3,770 3,207 1,316 126 4,649 8,419 ` ` ` ` ` 3,117 3,117 3,780 1,077 815 5,672 8,789 As at March 31, 2020 March 31, 2019 ` 104,440 ` 103,902 14,795 155,739 19,253 77,198 9,472 97,032 17,964 11,223 2,964 13,960 185,297 20,980 82,254 - 94,836 16,023 9,656 5,093 ` 510,080 ` 532,001 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Liabilities Trade payables and other payables Trade payables Other financial liabilities Borrowings** Derivative liabilities As at March 31, 2020 March 31, 2019 ` 45,426 18,614 50,459 7,369 ` 47,655 24,453 51,279 1,270 ` 121,868 ` 124,657 ** 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 amounts of recognized other financial assets Gross amounts of recognized financial liabilities set off in the balance sheet Net amounts of recognized other financial assets presented in the balance sheet Financial liabilities Gross amounts of recognized trade payables and other payables Gross amounts of recognized financial liabilities set off in the balance sheet Net amounts of recognized trade payables and other payables presented in the balance sheet As at March 31, 2020 March 31, 2019 ` ` ` ` 132,343 (6,124) 126,219 70,164 (6,124) 64,040 ` ` ` ` 126,612 (6,097) 120,515 78,205 (6,097) 72,108 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 Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, eligible current and non-current assets, borrowings, trade payables, and 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 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, 2020, and 2019 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. 182 Annual Report 2019-20 Particular Assets Derivative instruments: Cash flow hedges Others Investments: 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: As at March 31, 2020 As at March 31, 2019 Total Fair value measurements at reporting date Total Fair value measurements at reporting date Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ` 1,382 1,582 - ` - 1,382 1,582 - ` - 3,149 1,944 - ` - 3,149 1,944 Investment in liquid and short-term mutual funds Investment in equity instruments- other than subsidiaries Commercial paper, Certificate of deposits and bonds 14,795 14,795 152 - - - - 13,960 13,960 152 249 - - - 155,587 12,983 142,604 - 185,048 6,865 178,183 Liabilities Derivative instruments: Cash flow hedges Others (4,057) (3,312) - - (4,057) (3,312) - - (130) (1,140) - - (130) (1,140) - - - 249 - - - 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 derivative financial instruments with various counterparties, 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, 2020, 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. The following methods and assumptions were used to estimate the fair value of the level 3 financial instruments included in the above table. Investment in equity instruments: Fair value of these instruments is determined using market and income approaches. Details of assets and liabilities considered under Level 3 classification Particulars Balance as at April 1, 2018 Additions Additions on account of merger Disposals Loss recognized in other comprehensive income ` Investment in equity instruments 1,773 51 352 (454) (1,473) 183 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Details of assets and liabilities considered under Level 3 classification Particulars Balance as at March 31, 2019 Balance as at April 1, 2019 Additions Disposals Loss recognized in other comprehensive income Balance as at March 31, 2020 ` ` Investment in equity instruments 249 249 - (6) (91) 152 ` As at March 31, 2020 and 2019, a one percentage point change in the unobservable inputs used in fair valuation of Level 3 assets does not have a significant impact on 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: March 31, 2020 March 31, 2019 Notional Fair Value Notional Fair Value As at (in millions) Designated derivative instruments Sell: Forward contracts Range forward option contracts Non-designated derivative instruments Sell: Forward contracts Range forward option contracts (2,902) 240 231 741 (1,057) - (13) 85 (3,177) 112 34 115 8 1 153 (1) - 13 4 (8) 31 16 1 4 1 - - - - USD £ € AUD USD AUD £ € USD £ € AUD SGD ZAR CAD SAR AED PLN CHF QAR TRY NOK OMR SEK MYR JPY USD € £ 333 - - 97 1,067 56 191 153 1,065 1 32 82 11 56 56 123 9 38 10 3 28 29 1 35 - - 150 31 71 ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` 1,410 - - 15 1,149 39 68 349 1,377 (1) 55 28 1 14 40 (1) ^ 15 ^ (1) 12 4 (1) 5 - - 161 12 57 ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` USD £ € AUD USD AUD £ € USD £ € AUD SGD ZAR CAD SAR AED PLN CHF QAR TRY NOK OMR SEK MYR JPY USD € £ 1,011 52 121 144 474 - 98 39 1,138 81 59 56 7 17 51 60 - 34 7 19 30 19 2 13 20 325 - - - 184 Annual Report 2019-20 Buy: Forward contracts ^ Value is less than ` 1. March 31, 2020 As at Notional USD MXN JPY DKK 480 11 - 9 Fair Value ` ` ` ` ` 972 (9) - - (4,405) March 31, 2019 Notional Fair Value USD MXN JPY DKK 730 9 154 75 ` ` ` ` ` (971) ^ ^ (13) 3,824 The following table summarizes 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, 2020 March 31, 2019 ` ` ` ` 3,024 (201) (2,322) (3,377) (5,900) (2,876) 561 (2,315) ` ` ` ` (136) 6 1,072 2,082 3,160 3,024 (600) 2,424 *Includes net gain/(loss) reclassified to revenue (March 31, 2020: ` (4,761), March 31, 2019: ` 2,585) and cost of revenues (March 31, 2020: ` 1,384, March 31, 2019: ` (503)). The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2020 are expected to occur and be reclassified to the statement of profit and loss over a period of three years. As at March 31, 2020 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. 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, 2020 and March 31, 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 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, 185 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 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, 2020, a ` 1 increase in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,972 (statement of profit and loss ` 658 and other comprehensive income ` 1,314) decrease in the fair value, and a ` 1 decrease would result in approximately ` 1,912 (statement of profit and loss ` 658 and other comprehensive income ` 1,254) increase in the fair value of foreign currency dollar denominated derivative instruments (forward and option contracts). The below table presents foreign currency risk from non-derivative financial instruments as of March 31, 2020 and 2019: Particulars US $ Euro Pound Sterling Australian Dollar Canadian Dollar As at March 31, 2020 Trade receivables Unbilled receivables Contract Asset Cash and cash equivalents Other assets Loans to subsidiaries Lease Liabilities Loans, borrowings and bank overdrafts Trade payables and other financial liabilities* Net assets/ (liabilities) ` 47,821 9,955 5,504 6,878 1,713 9,472 (2,532) (36,319) ` 9,839 933 1,491 1,475 1,413 - (1,712) - ` 7,825 2,165 2,845 1,361 168 - (373) - ` 3,183 782 654 586 361 - (214) - ` 2,339 292 146 1,292 65 - (16) - ` Other currencies # 7,082 994 654 1,531 896 - (1,328) Total ` 78,089 15,121 11,294 13,123 4,616 9,472 (6,175) - (36,319) (28,542) (3,433) (3,730) (1,420) (604) (2,701) (40,430) ` 13,950 ` 10,006 ` 10,261 ` 3,932 ` 3,514 ` 7,128 ` 48,791 As at March 31, 2019 Particulars US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies # Total Trade receivables Unbilled receivables Contract Asset Cash and cash equivalents Other assets Borrowings * Trade payables and other financial liabilities* Net assets/ (liabilities) ` 44,265 7,209 4,495 9,295 1,483 (50,516) ` 8,677 ` 1,564 1,390 1,771 958 (20) 5,779 ` 3,145 2,270 1,574 124 (21) 3,730 ` 1,225 836 975 764 (33) 2,208 ` 199 150 1,929 17 - 9,023 ` 660 476 1,989 259 (21) 73,682 14,002 9,617 17,533 3,605 (50,611) (27,899) (3,836) (4,365) (1,520) (801) (2,768) (41,189) ` (11,668) ` 10,504 ` 8,506 ` 5,977 ` 3,702 ` 9,618 ` 26,639 # Other currencies reflect currencies such as Japanese Yen, Swedish Krone, Saudi Riyal, UAE Dirham, Swiss Franc, Singapore Dollar etc. * Includes current obligation under borrowings classified under “Other current financial liabilities” 186 Annual Report 2019-20 As at March 31, 2020 and 2019, respectively, every 1% increase/decrease in the respective foreign currencies compared to functional currency of the Company would impact results by approximately ` 488 and ` 266, 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 as on March 31, 2020, additional net annual interest expense on floating rate borrowing would amount to approximately ` 500. 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, forward looking macroeconomic information, 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, 2020 and 2019, and revenues for the year ended March 31, 2020 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 which are at least AA rated in India based on Indian rating agencies. Settlement and credit risk is reduced by the policy of entering 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, 2020, 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. Contractual cash flows Borrowings(1)(3) Lease Liabilities(3) Trade payables and other financial liabilities Derivative liabilities As at March 31, 2020 Carrying value Less than 1 year 1-2 years 2-4years Beyond 4 years Total ` 50,459 ` 51,156 ` 136 ` 115 ` - ` 51,407 9,121 64,040 7,369 3,490 63,894 7,231 2,959 2,652 842 83 90 63 48 Contractual cash flows As at March 31, 2019 Carrying value Less than 1 year 1-2 years 2-4years Beyond 4 years Borrowings(2)(3) Trade payables and other financial liabilities(2) Derivative liabilities ` 51,279 ` 51,872 ` 207 ` 21 ` 72,108 72,108 1,270 1,270 - - - - (1) (2) (3) Includes current obligation under borrowings classified under “Other current financial liabilities” Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities” Includes future cash outflow toward estimated interest on borrowings and lease liabilities. 187 9,943 64,040 7,369 Total ` 52,100 72,108 1,270 - - - - - Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 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 Investments Borrowings* Loans to subsidiaries As at March 31, 2020 ` 104,440 189,635 (50,459) 9,472 March 31, 2019 ` 103,902 219,988 (51,279) - ` 253,088 ` 272,611 * Includes current obligation under borrowings classified under “Other current financial liabilities” as at March 31, 2020. * Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities” as at March 31, 2019 21. 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: Unrealized gains 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 tax expense Year ended March 31, 2020 March 31, 2019 ` ` 22,067 1,203 (230) (1,161) (169) 21,710 ` ` 22,725 (160) 69 (629) (42) 21,963 Year ended March 31, 2020 March 31, 2019 ` ` ` ` ` 18,038 4,029 22,067 1,705 (502) 1,203 23,270 ` ` ` ` ` 17,766 4,959 22,725 (196) 36 (160) 22,565 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 188 Year ended March 31, 2020 March 31, 2019 ` ` ` 110,077 34.94% 38,461 ` ` 98,705 34.94% 34,488 (12,630) ` (16,057) 721 (796) Annual Report 2019-20 Income taxed at higher/ (lower) rates Taxes related to prior years Changes in unrecognized deferred tax assets Expenses disallowed for tax purpose Others, net Total income taxes expenses Effective income tax rate The components of deferred tax assets and liabilities are as follows: Carry-forward losses Other liabilities Allowances for lifetime expected credit losses MAT Credit Property, plant and equipment Cash flow hedges Others Property, plant and equipment Amortisable goodwill Interest income and fair value movement of investments Cash flow hedges SEZ Re-investment Reserve Net deferred tax assets Amounts presented in the balance sheet Deferred tax assets Deferred tax liabilities Movement in deferred tax assets and liabilities Movement during the year ended March 31, 2020 Particulars Carry-forward losses Other liabilities Allowances for lifetime expected credit losses Cash flow hedges Property, plant and equipment Amortisable goodwill Interest income and fair value movement of investments MAT Credit SEZ Re-investment Reserve Others Total Year ended March 31, 2020 March 31, 2019 (318) 196 (4,633) 1,476 (3) 212 (1,092) 4,399 1,415 (4) ` 23,270 ` 22,565 21.14% 22.86% As at ` March 31, 2020 201 3,667 3,647 3,425 155 561 33 ` ` ` ` ` ` 11,689 - (99) (643) - (6,614) (7,356) 4,333 4,333 - ` March 31, 2019 100 2,743 4,366 - - - 202 ` ` ` ` ` ` 7,411 (333) (77) (1,463) (600) (1,132) (3,605) 3,806 3,910 104 As at April 1, 2019 Credit/ (charge) in the statement of profit and loss Credit/ (charge) in other comprehensive income As at March 31, 2020 ` ` 100 2,743 4,366 (600) (333) (77) (1,463) - (1,132) 202 3,806 ` ` 101 783 (719) (4) 364 (22) 590 3,425 (5,482) (239) (1,203) ` ` - 141 - 1,165 124 - 230 - - 70 1,730 ` ` 201 3,667 3,647 561 155 (99) (643) 3,425 (6,614) 33 4,333 189 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Movement during the year ended March 31, 2019 Particulars As at April 1, 2018 Credit/ (charge) in the statement of profit and loss Credit/ (charge) in other com- prehensive income Others (Note 34)* As at March 31, 2019 Carry-forward losses Other liabilities Allowances for lifetime expected credit losses Cash flow hedges Property, plant and equipment Amortisable goodwill Interest income and fair value movement of investments SEZ Re-investment Reserve Others Total ` ` 407 2,761 4,405 28 (1,319) (90) (1,739) - (396) 4,057 ` (307) 12 (39) - 983 13 207 (1,132) 424 161 ` ` ` - (42) - (628) - - 69 - - (601) ` ` - 12 - - 3 - - - 174 189 ` 100 2,743 4,366 (600) (333) (77) (1,463) (1,132) 202 3,806 ` * Includes additions on account of merger as explained in footnotes to Note 34. 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 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 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 realisable, however, could be reduced in the near term if the estimates of future taxable income during the carry- forward period are reduced. The Company has recognized deferred tax assets of ` 201 and ` 100 as at March 31, 2020 and 2019 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 utilize 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 carrying deferred tax assets of `3,425 as at March 31, 2020 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 2033-34. 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 ` 11,963 and ` 15,390 for the year ended March 31, 2020 and 2019, 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, 2020 and 2019 was ` 2.05 and ` 2.56, respectively. Deferred income tax liabilities are recognized 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 recognized as the Company intends to reinvest the earnings in the branch operations. Further, it is not practicable to estimate the amount of the unrecognized deferred tax liabilities for these undistributed earnings. 190 Annual Report 2019-20 22. Revenue from operations Sale of Services Sales of Products A. Contract Assets and Liabilities Year ended March 31, 2020 ` 494,471 9,406 March 31, 2019 ` 468,529 11,769 ` 503,877 ` 480,298 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 presents such receivables as part of unbilled receivables at their net estimated realizable value. Contract liabilities: During the year ended March 31, 2020 the Company recognized revenue of ` 12,964 arising from contract liabilities as at March 31, 2019. During the year ended March 31, 2019, the Company recognized revenue of ` 10,671 arising from opening unearned revenue as at April 1, 2018. Contract assets: During the year ended March 31, 2020, ` 9,654 of contract assets pertaining to fixed-price development contracts has been reclassified to receivables on completion of milestones. During the year ended March 31, 2019, ` 9,369, of unbilled revenue pertaining to fixed-price development contracts (balance as at April 1, 2018 of ` 12,417), has been reclassified to 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 contract liabilities 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 customers 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, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ` 221,618 of which approximately 74% is expected to be recognized as revenues within two years, and the remainder thereafter. This includes contracts, with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause. 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 recognized as revenues within two years, and the remainder thereafter. This includes contracts, with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause. C. Disaggregation of Revenues The tables below present disaggregated revenues from contracts with customers by business segment 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 from operations Sale of Services Sales of Products 191 Year ended ` March 31, 2020 494,471 9,406 503,877 ` ` March 31, 2019 468,529 11,769 480,298 ` Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Revenue by nature of contract Fixed price and volume based Time and Materials Products 23. Other operating income Year ended ` March 31, 2020 301,352 193,119 9,406 503,877 ` ` March 31, 2019 270,640 197,889 11,769 480,298 ` The Company concluded the sale of Workday business and Cornerstone OnDemand business on May 31, 2019. Sale of hosted data center service business: During the year ended March 31, 2019, the Company has concluded the divestment of its hosted data center business in Singapore and United Kingdom. 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 for the year ended March 31, 2019 on these transactions is insignificant. 24. Other income Year ended 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 25. 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) 26. Employee benefits a) Employee costs include Salaries and bonus Employee benefits plans Gratuity and other defined benefit plans Defined contribution plans Share based compensation 192 ` March 31, 2020 20,599 1,101 1,277 675 23,652 (2,767) ` ` 3,881 1,114 24,766 ` ` March 31, 2019 ` 19,729 353 2,014 311 22,407 1,263 ` ` 2,016 3,279 25,686 ` ` Year ended March 31, 2020 March 31, 2019 ` ` ` ` ` 3 2,724 2,727 3 1,125 1,128 1,599 ` ` ` ` 3 2,171 2,174 ` 3 2,724 2,727 (553) Year ended March 31, 2020 253,014 ` March 31, 2019 229,693 ` 1,433 6,047 1,224 1,193 5,353 1,846 ` 261,718 ` 238,085 Annual Report 2019-20 Remeasurements of the net defined benefit liability /(asset) recognized in other comprehensive income include: Re-measurement of net defined benefit liability/(asset) Return on plan assets excluding interest income - (gain)/loss Actuarial loss arising from financial assumptions Actuarial (gains)/loss arising from demographic assumptions Actuarial (gains)/loss arising from experience adjustments Year ended March 31, 2020 March 31, 2019 ` ` 20 435 202 212 869 ` ` (35) 106 (17) (223) (169) 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 recognizes actuarial gains and losses immediately in other comprehensive income, net of taxes. Amount recognized in the statement of profit and loss in respect of gratuity cost (defined benefit plan) is as follows: Year ended March 31, 2019 1,205 Current service cost Net interest on net defined benefit liability/(asset) (12) 1,193 Net gratuity cost/(benefit) 573 Actual return on plan assets 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: March 31, 2020 1,437 (4) 1,433 539 ` ` ` ` 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 Translation adjustment 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 - gain/(loss) Translation adjustment Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized asset/(liability) 193 As at ` March 31, 2020 8,249 78 1,437 555 (915) ` March 31, 2019 7,539 25 1,205 526 (912) 435 202 212 88 10,341 ` ` As at 106 (17) (223) - 8,249 ` March 31, 2020 8,274 33 559 171 - (20) 75 9,092 (1,249) (1,249) ` ` ` March 31, 2019 7,673 - 538 34 (6) 35 - 8,274 25 25 ` ` Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements As at March 31, 2020 and 2019, 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, 2020 5.69% 5.69% 7.40% 7 years March 31, 2019 6.63% 6.63% 7.52% 6 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, 2021 Estimated benefit payments from the fund for the year ending March 31: 2021 2022 2023 2024 2025 Thereafter Total ` ` ` 2,956 1,372 1,171 1,144 1,125 1,104 9,449 15,365 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as at March 31, 2020. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As at March 31, 2020, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/increase of gratuity benefit obligation by approximately ` (384) and `332, respectively. As at March 31, 2020 every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of gratuity benefit obligation by approximately ` 312 and ` (291), 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, 2020 ` 61,397 61,397 - ` March 31, 2019 ` 53,015 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 Also Refer to note 32 for details of employee stock options. 194 As at March 31, 2020 6.05% 7 years 8.50% March 31, 2019 7.00% 8 years 8.65% Annual Report 2019-20 27. Finance costs Interest expense Exchange fluctuation on foreign currency borrowings, net (to the extent regarded as borrowing cost) 28. Other Expenses Rates, taxes and insurance Allowance for lifetime expected credit loss Provision for diminution in value of investments in subsidiaries Auditors' remuneration Audit fees For taxation matters Other Services Out of pocket expenses Miscellaneous expenses * Year ended March 31, 2020 ` 3,192 March 31, 2019 ` 3,320 2,160 1,929 ` 5,352 ` 5,249 Year ended ` March 31, 2020 1,943 857 - ` March 31, 2019 712 729 7,356 67 6 16 6 1,790 60 4 8 4 8,447 ` 4,685 ` 17,320 * 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 29. 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, 2020 ` 86,807 5,833,384,018 ` 14.88 March 31, 2019 ` 76,140 6,007,376,837 ` 12.67 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, 2020 ` 86,807 5,833,384,018 14,439,221 5,847,823,239 ` 14.84 March 31, 2019 ` 76,140 6,007,376,837 14,927,530 6,022,304,367 ` 12.64 195 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements 30. 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, 2020 and 2019, respectively, including an interim dividend of ` 1 and ` 1 for the year ended March 31, 2020 and 2019. During the year ended March 31, 2020, the Company has concluded the buyback of 323,076,923 equity shares as approved by the Board of Directors on April 16, 2019. This has resulted in a total cash outflow of ` 105,000. In line with the requirement of the Companies Act, 2013, an amount of ` 105,000 has been utilized from the retained earnings. Further, capital redemption reserve of ` 646 (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 ` 646. 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 reserve, securities premium and retained earnings to the share capital. 31. 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’s focus is to keep 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 of March 31, 2020 and 2019 was as follows: Total equity (A) As percentage of total capital Current borrowings * Non-current borrowings Lease Liabilities Total borrowings and lease liabilities (B) As percentage of total capital Total capital (A) + (B) March 31, 2020 464,537 ` As at March 31, 2019 493,920 ` 88.63% 90.59% ` 50,208 ` 51,059 251 9,121 59,580 11.37% 524,117 ` ` 220 - 51,279 9.41% 545,199 ` ` % Change (5.95%) 16.19% (3.87%) * Includes current obligation under borrowings classified under “Other current financial liabilities” (Refer to note 15) 32. Employee stock option The stock compensation expense recognized for employee services received during the year ended March 31, 2020 and March 31, 2019 were ` 1,224 and ` 1,846, 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. 196 Annual Report 2019-20 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 No. of options reserved under the Plan Range of Exercise Prices 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 ** 747,474,747 59,797,979 59,797,979 49,831,651 39,546,197 ` 171 - 490 US $ 0.03 ` ` ` 2 2 2 Employees covered under Stock Option Plans and Restricted Stock Unit ("RSU") Option Plans (collectively “Stock Option Plans”) are grant- ed 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 two to four 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 RSU 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. The activity in these stock option plans is summarized below: Particulars Range of exercise prices Year ended March 31, 2020 March 31, 2019 Number Weighted Average Exercise Price Number Weighted Average Exercise Price Outstanding at the beginning of the year Bonus on outstanding (Refer to note 30) Granted * Exercised Modification to Cash Settled RSU's ** Forfeited and expired Outstanding at the end of the year Exercisable at the end of the year ` ` ` ` ` ` ` ` 2 17,607,463 ` 2 13,543,997 ` 2 US $ 0.03 14,446,790 US $ 0.03 10,199,054 US $ 0.03 2 US $ 0.03 - - 2 5,662,500 US $ 0.03 5,341,000 2 (4,610,572) ` ` ` 2 4,773,755 US $ 0.03 3,957,434 2 4,607,000 US $ 0.03 4,849,000 2 (2,739,097) ` ` ` 2 US $ 0.03 2 US $ 0.03 2 US $ 0.03 (2,496,125) US $ 0.03 (1,541,803) US $ 0.03 2 - ` 2 US $ 0.03 (5,681,966) US $ 0.03 - - 2 (3,065,201) ` 2 (2,578,192) ` - - 2 US $ 0.03 (3,755,159) US $ 0.03 (3,016,895) US $ 0.03 2 15,594,190 ` 2 17,607,463 ` 2 US $ 0.03 7,854,540 US $ 0.03 14,446,790 US $ 0.03 2 1,502,957 ` 2 1,300,781 ` 2 US $ 0.03 1,212,560 US $ 0.03 948,877 US $ 0.03 197 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements The following table summarizes information about outstanding stock options: Range of exercise price ` 2 US $ 0.03 2020 2019 Weighted Average Remaining life (months) Weighted Average Exercise Price Number Weighted Average Remaining life (months) Weighted Average Exercise Price 23 23 ` 2 17,607,463 US $ 0.03 14,446,790 24 26 ` 2 US $ 0.03 Number 15,594,190 7,854,540 The weighted-average grant-date fair value of options granted during the year ended March 31, 2020, and 2019 was ` 260.65 and ` 349.81 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2020 and 2019 was ` 267.04 and ` 325.85 for each option, respectively. As at March 31, 2020, 4,721,388 units (net of units that were exercised or lapsed and forfeited) of Cash Settled RSU were outstanding which include 63,999 exercisable units. The carrying value of liability towards Cash Settled RSU’s outstanding was ` 496 which includes ` 15 towards exercisable units as at March 31, 2020. * Includes 2,461,500 and 1,567,000 Performance based stock options (RSU) granted during the year ended March 31, 2020 and 2019, respectively. 2,524,600 and 1,673,000 Performance based stock options (ADS) granted during the year ended March 31, 2020 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). ** Restricted Stock Units arrangement that were modified during the year ended March 31, 2020 Pursuant to the Securities Exchange Board of India (“SEBI”) circular dated October 10, 2019 prohibiting issuance of depository receipts by listed companies to Non-Resident Indians (“NRI”), the Board Governance, Nomination and Compensation Committee in November, 2019 approved cash pay out to its NRI employees in lieu of shares and upon exercise of vested ADS RSU under the Company’s WARSUP 2004 Plan, based on prevailing market price of ADS on the date of exercise. This change was accounted for as a modification and the fair value on the date of modification of ` 561 has been recognized as financial liability with a corresponding adjustment to equity. 33. Finance Lease Payable On April 1, 2019, the Company has adopted Ind AS 116, Leases, applied to all lease contracts outstanding as at March 31, 2019, using modified retrospective method. Please Refer to Note 3 for additional details Details of finance lease payable as at March 31, 2019 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 Minimum lease payments Present value of minimum lease payments 2019 2019 ` ` 471 158 629 (33) 596 ` ` 444 152 596 - 596 152 444 Operating leases: Until March 31, 2019, prior to adoption of Ind AS 116, the Company had taken office, vehicles and IT equipment under cancellable and non-cancellable operating lease agreements that were renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extended up to a maximum of fifteen years from their respective dates of inception and some of these lease agreements had price escalation clause. Rental payments under operating leases were ` 3,494 during the year ended March 31, 2019. 198 Annual Report 2019-20 Details of contractual payments under non-cancellable leases as at March 31, 2019 are given below: Not later than one year Later than one year and not later than five years Later than five years Total 34. Related party relationship and transactions List of subsidiaries as at March 31, 2020: 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, Inc. Infocrossing, LLC Wipro US Foundation International TechneGroup Incorporated ** Rational Interaction, Inc. ** Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (UK) Limited Designit A/S Wipro IT Services SE (formerly Wipro Cyprus SE) Wipro Europe Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. Wipro Doha LLC # Wipro Technologies SA DE CV Wipro Philippines, Inc. Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Designit Spain Digital, S.L. ** Wipro UK Limited 199 As at March 31, 2019 ` 4,018 4,991 702 9,711 ` Country of Incorporation USA USA USA USA USA USA USA USA USA USA USA USA USA India Japan China India India U.K. Denmark Denmark Germany Norway Sweden Israel Japan Spain U.K. U.K. U.K. Romania U.K. Qatar Mexico Philippines Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Subsidiaries Subsidiaries Subsidiaries 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 Felelosségu Társaság Women's Business Park Technologies Limited * Wipro Technologies Nigeria Limited Wipro Portugal S.A. ** 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 SA 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 Wipro (Dalian) Limited Wipro Technologies SDN BHD Wipro Networks Pte Limited Wipro Chengdu Limited Wipro IT Services Bangladesh Limited Wipro HR Services India Private Limited Country of Incorporation Hungary Hungary Egypt Saudi Arabia Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Ukraine Netherlands Portugal Russia Chile Canada Kazakhstan Costa Rica Ireland Venezuela Peru Brazil Brazil Argentina Romania Indonesia Thailand Bahrain Sultanate of Oman Iraq Singapore China Malaysia China 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. 200 Annual Report 2019-20 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 and Wipro Foundation in India 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 Spain Digital, S.L, HealthPlan Services, Inc, Appirio, Inc, International TechneGroup Incorporated and Rational Interaction, Inc. are as follows: Subsidiaries Subsidiaries Subsidiaries Wipro Portugal S.A. Wipro Technologies GmbH Cellent GmbH Cellent GmbH Wipro do Brasil Technologia Ltda Designit Spain Digital, S.L. HealthPlan Services, Inc. International TechneGroup Incorporated Appirio, Inc. Rational Interaction, Inc. Wipro Do Brasil Sistemetas De Informatica Ltd Designit Colombia S A S Designit Peru SAC HealthPlan Services Insurance Agency, LLC International TechneGroup Ltd. ITI Proficiency Ltd International TechneGroup S.R.L. Appirio, K.K Topcoder, LLC. Appirio Ltd Rational Consulting Australia Pty Ltd Rational Interaction Limited Mech Works S.R.L. Appirio Ltd (UK) Country of Incorporation Portugal Germany Germany Austria Brazil Brazil Spain Colombia Peru USA USA USA U.K. Israel Italy Italy USA Japan USA Ireland U.K. USA Australia Ireland As at March 31, 2020 the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management, LLC, accounted for using the equity method. The list of controlled trusts are: Name of the entity Wipro Equity Reward Trust Wipro Foundation Country of incorporation India India 201 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements The other related parties are: Name of the related parties: Azim Premji Foundation Nature Entity controlled by Director Azim Premji Foundation for Development Entity controlled by Director Hasham Traders Prazim Traders Zash Traders 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 Rishad A Premji Abidali Z. Neemuchwala Azim H Premji N Vaghul Dr. Ashok S. Ganguly William Arthur Owens M.K. Sharma Ireena Vittal Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya Jatin Pravinchandra Dalal M. Sanaulla Khan Chairman (i) Chief Executive Officer and Managing Director (ii) Non-Executive Non-Independent Director (iii) Non-Executive Director (iv) Non-Executive Director (iv) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Additional Director (v) Chief Financial Officer Company Secretary (i) Effective July 31, 2019, Mr. Rishad A Premji was appointed as Whole-time director (designated as Chairiman by the Board of Directors of the Company). (ii) Effective July 31, 2019, Mr. Abidali Z Neemuchwala was designated and appointed as Managing Director in addition to his existing position as Chief Executive Officer. On January 31, 2020, the Company announced that Mr. Abidali Z Neemuchwala has decided to step down from the position of Chief Executive Officer and Managing Director due to family commitments and he will continue to hold the office of Chief Executive Officer and Managing Director, until a successor is appointed, for a smooth transition and to ensure that business continues as usual. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of day on June 1, 2020. (iii) On July 30, 2019, Mr. Azim H Premji retired as Executive Chairman and Managing Director and was appointed as Non-Executive Non-Independent Director with effect from July 31, 2019. (iv) Mr. N Vaghul and Dr. Ashok S. Ganguly retired as Non- Executive Director with effect from July 31, 2019. (v) Ms. Arundhati Bhattacharya was appointed as Non-Executive Director with effect from January 1, 2019. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from close of business hours on June 30, 2020. Relatives of key management personnel: - Yasmeen H. Premji - Tariq Azim Premji 202 Annual Report 2019-20 The Company has the following related party transactions for the year ended March 31, 2020 and 2019: Transaction / balances Sales of services Purchase of services Assets purchased/ capitalized Dividend paid Dividend received Commission paid Rent Paid Rent Income Redemption of preference shares Loans given to subsidiaries Other cost recoveries 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 Subsidiaries/ Trusts Entities controlled by Directors ` 2020 65,671 22,449 - 24 734 1,023 130 216 5,055 8,934 2,853 - 23 - 206 ` 2019 54,498 21,084 - 21 - 1,133 109 182 - - 3,455 - ^ 6 203 ` 2020 43 ^ 741 3,987 - - 2 45 - - 119 69,392 - - - 2019 ` 102 ^ 240 3,171 - - 8 43 - - 63 - - - - ` 16,358 3,422 ` 18,263 3,301 ` ^ 56 80 8 ` ` ` ` Key Management Personnel # 2020 - - - 243 - - 9 - - - - 4,076 - - - 2019 - - - 191 - - 5 - - - - - - - - ` ` 369 178 - 166 356 174 - 156 * Post-employment benefits comprising compensated absences are not disclosed as these are determined for the Company as a whole. Benefits includes the prorated value of RSU granted to the personnel, which vest over a period of time. Other benefits include share based compensation ` 170 and ` 166 for the year ended March 31, 2020 and 2019, 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 outstanding from subsidiaries: Name of the entity Wipro, LLC Balance As at March 31, 2020 ` 9,472 2019 ` - Maximum amount due during the year 2020 ` 9,472 2019 ` - The following are the significant related party transactions during the year ended March 31, 2020 and 2019: Sale of services Wipro, LLC Wipro Solutions Canada Limited Wipro Technologies Gmbh Wipro Gallagher Solutions, LLC Wipro Networks Pte Limited Wipro Holdings (UK) Limited 203 Year ended March 31, 2020 March 31, 2019 ` 47,765 1,999 1,693 1,612 1,435 1,336 ` 35,074 2,297 1,673 1,459 1,839 1,511 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements Wipro Information Technology Netherlands BV. Appirio, Inc. HealthPlan Services, Inc. Wipro Arabia Co. Limited Wipro Technologies South Africa (Proprietary) Limited Year ended March 31, 2020 1,256 1,118 810 748 703 March 31, 2019 1,458 1,469 724 548 1,089 Purchase of services Appirio, Inc. Wipro Technologies Gmbh Wipro Philippines, Inc. Wipro, LLC Wipro Technologies SA DE CV Wipro Technologies S.R.L. Wipro IT Services Poland SP Z.O.O Wipro do Brasil Technologia Ltda Appirio Ltd (UK) Wipro (Dalian) Limited Wipro Chengdu Limited Wipro Portugal S.A. Designit Denmark A/S Wipro Networks Pte Limited Cellent GmbH Asset purchased/ capitalized Wipro Enterprises (P) Limited Dividend paid Zash Traders Prazim Traders Hasham Traders Azim Premji Trust Commission paid Wipro Technologies Gmbh Wipro Japan KK Rent paid Wipro, LLC Wipro Holdings (UK) Limited Buyback of shares Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Azim H Premji Rental income Wipro Enterprises (P) Limited Designit Denmark A/S Wipro, LLC Remuneration paid to key management personnel Azim H Premji* Abidali Z Neemuchwala Rishad A Premji Jatin Pravinchandra Dalal M. Sanaulla Khan 204 ` ` ` ` ` ` ` ` 3,503 2,439 2,402 2,315 2,132 1,801 1,468 1,084 718 480 479 462 382 329 320 741 1,143 1,127 939 757 719 220 61 51 16,338 19,617 19,890 13,179 3,986 44 35 174 15 323 52 44 15 ` ` ` ` ` ` ` ` 2,390 1,275 2,338 1,832 1,680 2,314 901 2,374 302 543 394 934 315 335 359 240 903 891 742 618 876 203 59 34 - - - - - 42 33 139 18 273 68 61 16 Annual Report 2019-20 Corporate guarantee commission Wipro Gulf LLC Wipro Solutions Canada Ltd Wipro, LLC Wipro Arabia Co. Limited Year ended March 31, 2020 March 31, 2019 ` ` 37 45 93 15 49 45 69 18 * Includes sitting fees and commission paid as Non-Independent- Non-Executive Director effective July 31, 2019. 35. Commitments and contingencies Capital commitments: As at March 31, 2020 and March 31, 2019 the Company had committed to spend approximately ` 13,365 and ` 12,005, 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, 2020 ` 13,511 59 March 31, 2019 ` 13,617 567 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 the year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at 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 before the Supreme Court of India for the years 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 Income Tax Act, 1961. 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 allowed the claim of the Company under section 10A of the Income Tax Act, 1961. The Income tax authorities have filed an appeal before the Hon’ble ITAT. For the 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 the 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 the year ended March 31, 2015, the Company received the final assessment order in October 2019 with an estimated demand of ` 1,347 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed an appeal before the Hon’ble ITAT, Bengaluru within the prescribed timelines. For the year ended March 31, 2016, the Company received the draft assessment order in December 2019 with an estimated demand of ` 704 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed the objections before the Dispute Resolution Panel (Bengaluru) within the prescribed timelines. 205 Wipro LimitedCorporate Overview | Management & Board Reports | Financial Statements For the year ended March 31, 2007 to year ending March 31, 2012, the Company has received a tax demand of ` 227 (including ` 102 interest) for non-deduction of tax at source on some payments. Company has already deposited the demand under protest. The Company received order issued by ITAT, Bengaluru rejecting the Company’s appeal. The Company has filed an appeal against the order with the Hon’ble High Court of Karnataka within the prescribed timelines. The Company has received a favorable order on this issue from the Hon’ble High Court of Karnataka for the earlier years. Income tax demands against the Company amounting to ` 77,873 and ` 66,441 are not acknowledged as debt as at March 31, 2020 and March 31, 2019, respectively. 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 ` 8,033 and ` 8,477 as of March 31, 2020 and March 31, 2019. However, the resolution of these disputed demands is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The Hon’ble Supreme Court of India, through a ruling in February 2019, provided interpretation on the components of Salary on which the Company and its employees are to contribute towards Provident Fund under the Employee’s Provident Fund Act. Based on the current evaluation, the Company believes it is not probable that certain components of Salary paid by the Company will be subject to contribution towards Provident Fund due to the Supreme Court order. The Company will continue to monitor and evaluate its position based on future events and developments. 36. Corporate Social Responsibility a. Gross amount required to be spent by the Company during the year ` 1,669 (March 31, 2019: ` 1,761). 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 37. Segment information For the year ended March 31, 2020 In Cash ` ` - 1,778 1,778 Yet to be paid in Cash ` ` - 40 40 For the year ended March 31, 2019 In Cash ` ` - 1,476 1,476 Yet to be paid in Cash ` ` - 377 377 Total - 1,818 1,818 Total - 1,853 1,853 ` ` ` ` 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. 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 Vikas Bagaria Partner Membership No.: 60408 Bengaluru May 29, 2020 Rishad A Premji M K Sharma Abidali Z Neemuchwala Chairman Director Chief Executive Officer & Jatin Pravinchandra Dalal Chief Financial Officer Managing Director M. Sanaulla Khan Company Secretary Bengaluru May 29, 2020 206 Annual Report 2019-20 Independent Auditor’s Report To The Members of Wipro Limited 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, 2020, 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, 2020, consolidated profit, consolidated total comprehensive income, consolidated changes in equity and consolidated cash flows for the year ended on that date. Basis for Opinion 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. Fixed price contracts using the percentage of completion method - Refer Notes 2 (iii)(a), 3(xiv)B and 21 to the financial statements. Key Audit Matter Description Revenue from fixed-price contracts, including software development, and integration contracts, where the performance obligations are satisfied over time, is recognized using the percentage-of- completion method. Use of the percentage-of-completion method requires the Company to determine the project costs incurred to date as a percentage of total estimated project costs required to complete the project. The estimation of total project costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information. In addition, provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the estimated project costs. We identified the revenue recognition for fixed price contracts where the percentage-of-completion method is used as a key audit matter because of the significant judgement involved in estimating the efforts to complete such contracts. This estimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts incurred to-date and estimates of efforts required to complete the remaining contract performance obligations over the lives of the contracts. This required a high degree of auditor judgment in evaluating the audit evidence supporting the application of the input method used to recognize revenue and a higher extent of audit effort to evaluate the reasonableness of the total estimated amount of revenue recognized on fixed-price contracts. How the Key Audit Matter Was Addressed in the Audit Our audit procedures related to estimates of efforts to complete for fixed-price contracts accounted using the percentage-of-completion method included the following, among others: • We tested the effectiveness of controls relating to (1) recording of efforts incurred and estimation of efforts required to complete the remaining contract performance obligations, and (2) access and application controls pertaining to time recording and allocation systems, which prevents unauthorised changes to recording of efforts incurred. • We evaluated management’s ability to reasonably estimate the progress towards satisfying the performance obligation by comparing actual information to estimates for performance obligations that have been fulfilled. 207 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited • We selected a sample of fixed price contracts with customers accounted using percentage-of-completion method and performed the following: • Read the contract and based on the terms and conditions evaluated whether time was appropriate, and the contract was included in management’s calculation of revenue over time. revenue over recognizing • Evaluated other information that supported the estimates of the progress towards satisfying the performance obligation. • Evaluated the appropriateness of and consistency in the application of management’s policies and methodologies to estimate progress towards satisfying the performance obligation. • Compared efforts incurred with Company’s estimate of efforts incurred to date to identify significant variations and evaluate whether those variations have been considered appropriately in estimating the remaining efforts to complete the contract. • Tested the estimate for consistency with the status of delivery of milestones and customer acceptances to identify possible delays in achieving milestones, which require changes in estimated efforts to complete the remaining performance obligations. Allowance for credit losses Refer Notes 2(iii)(g), 3(x)(A), and 10 to the financial statements Key Audit Matter Description The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates. In calculating expected credit losses, the Company also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID-19. We identified allowance for credit losses as a key audit matter because of the significant judgement involved in calculating the expected credit losses. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimate of the expected credit losses. How the Key Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses for trade receivables, unbilled receivables and contract assets included the following, among others: • We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions, (2) completeness and accuracy of information used in the estimation of probability of default, and (3) computation of the allowance for credit losses. • For a sample of customers we tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. 208 • We evaluated the incorporation of the applicable assumptions into the estimate of expected credit losses and tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. • We evaluated the qualitative adjustment to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions. Information Other than the Financial Statements and Auditor’s Report Thereon • The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board’s report and Corporate Governance Report, but does not include the Conso lidated 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, in doing so, 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 including other comprehensive The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these Consolidated Financial Statements that give a true and fair view of the consolidated financial position, consolidated income, financial performance 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 Consolidated 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. Annual Report 2019-20 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 respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors 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: • 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 the 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 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) 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. b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid Consolidated 209 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Financial Statements have been kept so far as it appears from our examination of those books. c) The Consolidated Balance Sheet, 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 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. d) In our opinion, the aforesaid Consolidated Financial Statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors of the Company as on March 31, 2020 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, 2020 from being appointed as a director in terms of Section 164(2) of the Act. f) 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 and its 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. g) 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) The Consolidated Financial Statements disclose the litigations on the consolidated impact of pending financial position of the Group, ii) Provision has been made in the Consolidated Financial Statements, as required under the applicable law or accounting standards, for material foreseeable losses, including derivative if any, on long-term contracts 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 Vikas Bagaria Partner Membership number: 60408 Bengaluru May 29, 2020 Annexure “A” To The Independent Auditor’s Report (Referred to in paragraph 1(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, 2020, 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 respective Board of Directors of the company, and its subsidiary companies, which are companies 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 incorporated in 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 210 Annual Report 2019-20 on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the ICAI and the Standards on Auditing, prescribed under Section 143(10) of the Act, 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 includes those policies and control over financial reporting 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, 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, 2020, 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 ICAI. For DELOITTE HASKINS & SELLS LLP Chartered Accountants Firm Registration Number: 117366W/W-100018 Vikas Bagaria Partner Membership number: 60408 Bengaluru May 29, 2020 211 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Balance Sheet (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2020 As at March 31, 2019 ASSETS Property, plant and equipment Right-of-Use Assets 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 4 5 6 6 8 8 9 10 11 28 12 13 8 10 14 9 11 12 22 15 60,617 16,748 18,811 126,894 16,362 1,383 9,302 - 6,049 5,881 6,005 11,414 13,472 292,938 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 1,865 3,951 189,635 104,474 144,499 3,025 25,209 8,614 2,882 17,143 22,505 519,851 - 519,851 812,789 11,427 541,790 553,217 1,875 555,092 220,716 100,489 158,529 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 2,637 566,863 212 Annual Report 2019-20 Consolidated Balance Sheet (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2020 As at March 31, 2019 LIABILITIES Non-current liabilities Financial liabilities Borrowings Derivative liabilities Lease 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 Lease liabilities Other financial liabilities Contract liabilities Current tax liabilities (net) Other current liabilities 16 9 16 17 28 19 18 16 20 9 16 17 19 18 4,840 138 12,638 151 2,793 13,205 3,771 3,768 41,304 54,020 58,400 7,231 6,560 39,810 18,775 11,731 6,503 13,363 216,393 257,697 812,789 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 11,057 214,350 262,385 829,248 Provisions Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES As per our report of even date attached The accompanying notes form an integral part of these consolidated financial statements For and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Rishad A. Premji Chairman M. K. Sharma Director Abidali Z. Neemuchwala Chief Executive Officer & Managing Director Firm’s Registration No: 117366W/W- 100018 Vikas Bagaria Partner Membership No. 60408 Bengaluru May 29, 2020 Jatin Pravinchandra Dalal Chief Financial Officer M. Sanaulla Khan Company Secretary Bengaluru May 29, 2020 213 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Profit & Loss (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2020 March 31, 2019 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, amortization 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 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: Remeasurements of the net defined benefit liability /(asset) comprising actuarial gains and losses Net change in fair value of financial instruments measured at FVTOCI 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 business 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 measured at FVTOCI 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 21 22 23 24 25 26 27 28 28 25 28 29 9 9 9 28 214 610,232 1,144 27,250 638,626 9,360 2,022 326,571 7,328 20,855 90,521 19,733 18,169 4,812 2,532 4,733 1,043 8,457 516,136 29 122,519 24,324 477 24,801 97,718 (1,246) 700 220 8,091 - - (648) (1,941) (3,305) 1,015 1,371 4,257 101,975 585,845 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 Annual Report 2019-20 Consolidated Statement of Profit & Loss (` in millions, except share and per share data, unless otherwise stated) 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 Notes Year ended March 31, 2020 March 31, 2019 97,223 495 97,718 101,322 653 101,975 16.67 16.63 90,037 142 90,179 90,728 251 90,979 14.99 14.95 5,833,384,018 5,847,823,239 6,007,376,837 6,022,304,367 30 The accompanying notes form an integral part of these consolidated 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 Rishad A. Premji Chairman M. K. Sharma Director Abidali Z. Neemuchwala Chief Executive Officer & Managing Director Firm’s Registration No: 117366W/W- 100018 Vikas Bagaria Partner Membership No. 60408 Bengaluru May 29, 2020 Jatin Pravinchandra Dalal Chief Financial Officer M. Sanaulla Khan Company Secretary Bengaluru May 29, 2020 215 Corporate Overview | Management & Board Reports | Financial StatementsWipro 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 i p a c e r a h s y t i u q E 0 2 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 9 1 0 2 , 1 l i r p A t a s a e c n a l a B 7 2 4 1 1 , ) 1 4 6 ( 8 6 0 2 1 , 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 , l a t o T g n i l l o r t n o c t s e r e t n i - n o N l a t o T e l b a t u b i r t t a y t i u q e o t s r e d l o h e h t f o y n a p m o C 5 9 7 , 4 5 5 7 3 6 , 2 ) 2 7 8 ( - 3 2 9 , 3 5 5 7 3 6 , 2 - 8 1 7 , 7 9 7 5 2 , 4 5 7 9 , 1 0 1 ) 4 5 3 , 4 0 1 ( - ) 1 1 3 ( 1 7 2 , 1 ) 1 6 5 ( - ) 3 6 8 , 6 ( 5 9 4 8 5 1 3 5 6 - - - - - - - - 8 5 1 , 2 5 5 ) 2 7 8 ( 6 8 2 , 1 5 5 3 2 2 , 7 9 9 9 0 , 4 2 2 3 , 1 0 1 - ) 4 5 3 , 4 0 1 ( - ) 1 1 3 ( 1 7 2 , 1 ) 1 6 5 ( - ) 3 6 8 , 6 ( ) 5 1 4 , 1 ( ) 5 1 4 1 ( , - 3 3 5 - 3 3 5 - 6 9 8 6 9 8 - - - - - - - - - 5 1 4 , 2 8 4 0 , 4 1 5 6 5 , 8 2 7 1 6 , 2 - - - - 5 1 4 , 2 8 4 0 , 4 1 5 6 5 , 8 2 7 1 6 , 2 e v r e s e r - - - - - - - - - - - - - - - - - - - ) 0 3 7 4 ( , ) 0 3 7 , 4 ( - 3 3 9 7 , 3 3 9 , 7 - - - - - - - - - - - - ) 2 4 7 ( - ) 6 2 0 1 ( , 2 6 2 1 , ) 1 6 5 ( - - 9 3 2 5 1 , - - - 3 2 2 , 2 0 5 ) 2 7 8 ( 1 5 3 , 1 0 5 3 2 2 7 9 , - 3 2 2 , 7 9 - 4 1 - 4 1 - - - - , ) 0 0 0 5 0 1 ( 6 4 6 9 - ) 1 1 3 ( 6 2 0 1 , ) 9 3 2 5 1 ( , - ) 3 6 8 6 ( , - - - - - - - - - - - - - - - - - - - 9 3 1 , 1 - 9 3 1 , 1 4 0 6 - 4 0 6 - - - 2 4 7 - - - - - - - - r e h t O e v i s n e h e r p m o c e m o c n i w o fl h s a C g n i g d e h e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r l a i c e p S t n e m t s e v n i t n u o c c A c i m o n o c e s n o i t p O e r a h S - e r e n o Z i g n d n a t s t u O - - . e n i a t e R i s g n n r a e d - 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 e v r e s e r s u l p r u S d n a s e v r e s e R 5 6 6 , 3 4 5 5 7 8 , 1 0 9 7 , 1 4 5 9 2 4 , 1 ) 5 1 3 , 2 ( 1 8 9 , 1 2 4 0 8 , 3 4 0 5 5 , 1 6 9 1 , 2 7 4 0 6 6 9 3 1 , 1 6 4 3 , 1 ^ - ^ - - - - - - - - - - - - ^ 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 s r a l u c i t r a P y t i u q e r e h t O 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 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 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 ) 2 ( s e r a h s y t i u q e f o k c a b y u B 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 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 t n e m y a p d e s a b ) 1 ( 6 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 9 1 0 2 , 1 l i r p A t a s a s e c n a l a b d e t s u j d A 9 1 0 2 , 1 l i r p A t a s a e c n a l a B 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 216 y t i u q e m o r f s U S R S D A f o n o i t a c fi d o m i f o t c e f f E ) 3 ( d e l t t e s h s a c o t d e l t t e s - 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 x a t d n e d i v i d g n d u l c n i i ( e v r e s e r t n e m t s e v n i i d a p d n e d i v i d h s a C ) 2 ( ) n o e r e h t t s e r e t n i g n i l l o r t n o c - n o N o t d a p d n e d i v i d h s a C i 0 2 0 2 , 1 3 h c r a M t a s a e c n a l a B i e l b 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 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 2 7 7 7 0 6 4 , , , , . 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 0 2 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 1 8 0 6 4 7 2 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 0 2 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 1 ` n a h t s s e l e u a V l 4 3 e t o n r e f e R 3 e t o n r e f e R 1 3 e t o n r e f e R ^ ) 1 ( ) 2 ( ) 3 ( Annual Report 2019-20 ) 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 ` ( 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 5 2 6 , 2 7 4 ) 9 7 2 2 ( , 6 4 3 , 0 7 4 9 7 1 , 0 9 0 0 8 9 7 9 , 0 9 - 8 2 ) 2 5 ( ) 4 3 4 , 5 ( ) 6 1 0 , 3 ( - - 4 4 9 , 1 0 1 4 , 2 - 0 1 4 , 2 2 4 1 9 0 1 1 5 2 - ) 2 5 ( 8 2 - - - - - l a t o T g n i l l o r t n o c t s e r e t n i - n o N l a t o T e l b a t u b i r t t a y t i u q e o t s r e d l o h e h t f o y n a p m o C 5 1 2 , 0 7 4 ) 9 7 2 2 ( , 6 3 9 , 7 6 4 7 3 0 , 0 9 1 9 6 - - - ) 4 3 4 , 5 ( ) 6 1 0 , 3 ( - - 4 4 9 , 1 - - - - - - - - - - - - - - - - - - - - - - - - 8 2 7 , 0 9 ) 7 4 2 ( 9 2 5 , 2 ) 1 9 5 , 1 ( 0 8 7 - 0 8 7 - ) 7 4 2 ( - ) 4 1 1 ( - ) 4 1 1 ( 9 2 5 2 , 9 3 6 , 5 1 - 9 3 6 , 5 1 - ) 1 9 5 1 ( , - - - - - - - - - - - - - 5 6 5 8 2 , 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 - - - 2 7 7 , 1 - 2 7 7 , 1 ) 8 2 5 ( - - - - - ) 5 6 5 ( 8 3 9 1 , 7 1 6 , 2 - 7 4 3 , 9 4 4 ) 9 7 2 2 ( , 8 6 0 , 7 4 4 7 3 0 0 9 , 7 3 0 , 0 9 - - - ) 4 3 4 5 ( , ) 4 5 4 1 ( , ) 5 6 5 8 2 ( , 6 5 6 5 1 8 7 - 1 8 7 - - - - - - - - - - ) 7 6 7 ( - - - - - - - - - - - 9 3 1 , 1 - 9 3 1 , 1 1 7 8 - 1 7 8 - - - 8 2 5 - - - ) 5 9 7 ( - - - 3 2 2 , 2 0 5 4 1 9 3 1 , 1 4 0 6 ^ - ^ - - - - - - - - - - - ^ r e h t O e v i s n e h e r p m o c e m o c n i w o fl h s a C g n i g d e h e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r l a i c e p S c i m o n o c e - e r e n o Z t n e m t s e v n i e v r e s e r e r a h S s n o i t p O i g n d n a t s t u O t n u o c c A s u l p r u S d n a s 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 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 s r a l u c i t r a P 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 8 1 0 2 , 1 l i r p A t a s a s e c n a l a b d e t s u j d A 8 1 0 2 , 1 l i r p A t a s a e c n a l a B e m o c n i e v i s n e h e r p m o c r e h t O 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 t fi o r P r a e y e h t r o f 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 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 s n o i t p o l a t i p a c f o n o i s u f n I d n e d i v i d g n d u l c n i i ( i d a p d n e d i v i d h s a C ) 2 ( ) n o e r e h t x a t 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 ) 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 e v r e s e r t n e m t s e v n i - e r 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 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 * s n o i t p o f o e s i c r e x e 1 ` n a h t s s e l s i l e u a V ^ 217 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 g n g a n a M & i 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 a m r a h S . K . M r o t c e r i D i j m e r P A d a h s i R n a m r i a h C 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 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 / 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 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 i a i c n a n F f e h C i a i r a g a B s a k V i r e n t r a P 0 2 0 2 , 9 2 y a M l u r u a g n e B 0 2 0 2 , 9 2 y a M l u r u a g n e B 8 0 4 0 6 . i o N p h s r e b m e M Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) For the year ended March 31, 2020 March 31, 2019 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 on sale of property, plant and equipment and intangible assets, net Depreciation, amortization and impairment Unrealized exchange (gain)/ loss, net and exchange (gain)/ loss on borrowings Share-based compensation expense Share of net (profit)/ loss of associates accounted for using equity method Income tax expense Dividend and interest (income)/expenses, net Gain from sale of business and loss of control in subsidiary, net 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 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 centre 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 Proceeds from sale of business Interest received Dividend received Cash generated from investing activities Cash flows from financing activities: Proceeds from issuance of equity shares and shares pending allotment Repayment of borrowings Proceeds from borrowings Repayment of lease liabilities Payment for deferred contingent consideration in respect of business combination Payment for buy back of shares, including transaction cost Interest paid Payment of cash dividend (including dividend tax thereon) Payment of cash dividend to Non-controlling interest Cash 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 14) Refer Note 16 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 and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No: 117366W/W- 100018 Rishad A Premji Chairman M. K. Sharma Director Vikas Bagaria Partner Membership No. 60408 Bengaluru May 29, 2020 Jatin Pravinchandra Dalal Chief Financial Officer Bengaluru May 29, 2020 218 97,718 (11) 20,855 6,376 1,262 (29) 24,801 (18,945) (1,144) (3,327) (3,561) 2,085 (80) (12,401) (6,572) 107,027 (6,384) 100,643 (23,497) 1,270 (1,178,247) 1,212,826 - (10,003) 7,459 23,837 367 34,012 14 (132,380) 106,342 (6,784) - (105,311) (4,601) (6,863) (1,415) (150,998) (16,343) 1,922 158,525 144,104 90,179 (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 Abidali Z Neemuchwala Chief Executive Officer & Managing Director M. Sanaulla Khan Company Secretary Annual Report 2019-20 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, “we”, “us”, “our”, “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 represendting equity shares are also listed on the New York Stock Exchange. These consolidated financial statements were authorized for issue by the Company’s Board of Directors on May 29, 2020. 2. Basis of preparation of consolidated financial 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 Companies 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 consolidated financial statements except for new accounting standards adopted by the Company. The consolidated financial statements correspond the classification provisions contained in Ind AS 1, “Presentation of Financial Statements”. For clarity, various items are aggregated in the consolidated statement of profit and loss and consolidated balance sheet. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable. to 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 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; 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) 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 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 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 identifiable performance obligation deliverables separately 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 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 recognized, profit and timing of revenue for 219 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited b) 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 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 Company assesses acquired intangible assets with finite useful life for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 an asset or a cash generating unit involves use of significant estimates and assumptions which include turnover, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions. b) 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. c) 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 expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of deferred tax assets considered realizable, however, could reduce in the near term if estimates of future taxable income during the carry-forward period are reduced. d) 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 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. e) 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. f) 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 expected credit loss 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. g) 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 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. i) 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 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. j) Leases: Ind AS 116 defines a lease term as the non-cancellable period for which the lessee has the right to use an underlying asset including optional periods, when an entity is reasonably certain 220 Annual Report 2019-20 to exercise an option to extend (or not to terminate) a lease. The Company considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option when determining the lease term. The option to extend the lease term is included in the lease term, if it is reasonably certain that the lessee would exercise the option. The Company reassesses the option when significant events or changes in circumstances occur that are within the control of the lessee. 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 forecasted transaction. l) Uncertainty relating to the global health pandemic on COVID-19: In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill, intangible assets, and certain investments, the Company has considered internal and external information up to the date of approval of these consolidated financial statements including credit reports and economic forecasts. The Company has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company basis its assessment believes that the probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on effectiveness of its hedges. The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these consolidated financial statements and the Company will continue to closely monitor any material changes to future economic conditions. 3. Significant accounting policies (i) Basis of consolidation Subsidiaries and controlled trusts 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 and liabilities of disposal groups that are 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 and liabilities associated with 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. 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. (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 profit 221 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 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 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. 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 profit and loss. When the hedged part of a net investment is disposed of, the relevant amount recognized 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 recognized 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 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, which include long and short-term loans and borrowings, bank overdrafts, trade payables, lease liabilities and 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 balance sheet, bank overdrafts are presented under borrowings within current liabilities. 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. • • • • 222 Annual Report 2019-20 Interest income is recognized in the consolidated statement of profit and loss 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 profit and loss. 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 profit and loss. The gain or loss on disposal is recognized in the consolidated statement of profit and loss. Interest income is recognized in the consolidated statement of profit and loss 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 profit and loss on disposal of these investments. Dividends from these investments are recognized 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 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, finance lease receivables, employee and other advances and eligible current and non-current assets. d. Trade payables and other payables: Trade payables 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 is subsequently measured at fair value through profit or loss. in the business combination 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 profit and loss as cost. Subsequent to initial recognition, derivative financial instruments are measured as described below: a. Cash flow hedges is discontinued prospectively. Changes in the fair value of the derivative hedging instruments 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 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 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 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 recognized 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 designates 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 profit and loss and reported within foreign exchange gains/(losses), net within results from operating activities. 223 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited c. Others f) Share options outstanding account in foreign operations are recognized Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor hedges of net investment 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 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 Ind AS 109. If the Company retains substantially all the risks and rewards of a transferred financial asset, the Company continues to recognize the financial asset and 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, 2020 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 22,746,081 and 27,353,853 treasury shares as at March 31, 2020 and 2019, respectively. Treasury shares are recorded at acquisition cost. c) Retained earnings Retained earnings comprises of the Company’s undistributed earnings after taxes. d) Capital Reserve 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) 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. h) Cash flow hedging reserve in fair value of derivative hedging Changes 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. i) Special Economic Zone re-investment reserve The SEZ 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 said reserve should be utilized by the Company for acquiring plant and machinery as per terms of Section 10AA(2) of the Income-tax Act, 1961. This reserve is not freely available for distribution. j) 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. 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. Capital Reserve amounting to ` 1,139 (March 31, 2019: ` 1,139) is not freely available for distribution. l) Buyback of equity shares e) Capital Redemption Reserve Capital Redemption Reserve amounting to ` 660 (March 31, 2018: ` 14) is not freely available for distribution. The buyback of equity shares and related transaction costs are recorded as a reduction of free reserves. Further, capital redemption reserve is created as an apportionment from retained earnings. 224 Annual Report 2019-20 (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. 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 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 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. The cost of property, plant and equipment not available for use before such date are disclosed under capital work-in-progress. consideration classified as liabilities, other than measurement period adjustments, are recognized in the consolidated statement of profit and loss. 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 recognized as goodwill. If the excess is negative, a bargain purchase gain is recognized 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 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 profit and loss. 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 7 years (viii) Leases (vii) Business combination, Goodwill and Intangible assets a) Business combination The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116. 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 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 The Company as a lessee The Company enters into an arrangement for lease of land, buildings, plant and machinery including computer equipment and vehicles. Such arrangements are generally for a fixed period but may have extension or termination options. The Company assesses, whether the contract is, or contains, a lease, at its inception. A contract is, or contains, a lease if the contract conveys the right to – (a) control use of an identified asset. (b) obtain substantially all the economic benefits from use of the identified asset, and (c) direct the use of the identified asset. 225 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease, where the Company is reasonably certain to exercise that option. The Company at the commencement of the lease contract recognizes a Right-of-Use (RoU) asset at cost and corresponding lease liability, except for leases with term of less than twelve months (short term leases) and low-value assets. For these short term and low value leases, the company recognizes the lease payments as an operating expense on a straight-line basis over the lease term. The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received. Subsequently, the right-of-use assets is measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The right-of-use assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. The Company applies Ind AS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment loss as described in the impairment of non-financial assets below. For lease liabilities at the commencement of the lease, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate that the Company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset and location, collateral, market terms and conditions, as applicable in a similar economic environment. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The Company recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re-measurement in consolidated statement of profit and loss. Lease liability payments are classified as cash used in financing activities in the consolidated statement of cash flows. The Company as a lessor Leases under which the Company is a lessor are classified as a finance or operating lease. Lease contracts where all the risks and rewards are substantially transferred to the lessee, are classified as a finance lease. All other leases are classified as operating lease. For leases under which the Company is an intermediate lessor, the Company accounts for the head-lease and the sub-lease as two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease. (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, unbilled receivables, contract assets, finance lease receivables, 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, unbilled receivables, contract assets and finance 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, right-of-use assets 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. 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. 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 226 Annual Report 2019-20 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 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 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. 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 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 is Superannuation plan, a defined contribution scheme administered by third party fund managers. The Company makes annual contributions based on a specified percentage of each eligible employee’s salary. c. Gratuity and Pension 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 also maintains pension and similar plans for employees outside India, based on the country specific regulations. These plans are partially funded, and the funds are managed by third party fund managers. The plans provide for monthly payout after retirement as per salary drawn and service period or for a lumpsum payment as set out in rules of each fund. The Company’s obligation in respect of the above plans, which are defined benefit plans, is provided for based on actuarial valuation using the projected unit credit method. The Company recognizes remeasurement gains and losses of the net defined benefit liability /(asset) in other comprehensive income. 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 absences. 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 227 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 or cash 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 profit and loss with a corresponding increase to the share options outstanding account, a component of equity. The equity instruments or cash settled 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 or cash settled instruments that will eventually vest. Cash Settled instruments granted are re-measured by reference to the fair value at the end of each reporting period and at the time of vesting. The expense is recognized in the consolidated statement of profit and loss with a corresponding increase to financial liability. (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. Effective 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 of April 1, 2018. 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. Revenues from customer contracts are considered for recognition and measurement when the contract has been approved by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. 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 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) recognize revenues when a performance obligation is satisfied. When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved. 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 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. 228 Annual Report 2019-20 B. Fixed-price contracts i. Fixed-price development contracts from fixed-price contracts, Revenues including software development, and integration contracts, where the performance obligations are satisfied over time, are recognized using the “percentage-of-completion” method. The performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses. 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 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 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 receivables 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 contracts are recognized on a straight-line basis when services are recognized based on our right to invoice for services performed through an indefinite number of repetitive acts over a specified period or ratably using percentage of completion method when the pattern of benefits from the services rendered to the customers and the cost to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. Revenue 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. 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. Element or 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 product. 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, pricing incentives to customers and penalties 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 and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. • 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 229 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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. • Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contract and are recognized in net profit in the period when these estimates change or when the estimates are revised. Revenues and the estimated total costs or efforts are subject to revision as the contract progresses. (xv) Finance costs Finance costs comprises interest cost on borrowings and lease liabilities, gains or losses arising on re-measurement of financial assets measured at FVTPL, gains/ (losses), net, 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 profit and loss using the effective interest method. (xvi) Other income Finance and other income comprises 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 profit and loss 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. While determining the tax provisions, the Company assesses whether each uncertain tax position is to be considered separately or together with one or more uncertain tax positions depending the nature and circumstances of each uncertain tax position. 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 income tax assets and Deferred income tax is recognized using the balance sheet approach. Deferred liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in these consolidated 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 temporary differences associated with period, 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. taxable 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. 230 Annual Report 2019-20 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 flows 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 activities of the Company are segregated. (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 recognized in the consolidated statement of profit and loss. New Accounting standards adopted by the Company: Ind AS 116 - Leases On April 1, 2019, the Company adopted Ind AS 116, Leases, which applied to all lease contracts outstanding as at April 1, 2019, using modified retrospective method by recording the cumulative effect of initial application as an adjustment to opening retained earnings. The Company has made use of the following practical expedients available in its transition to Ind AS 116: - a) The Company will not reassess whether a contract is or contains a lease. Accordingly, the definition of lease in accordance with Ind AS 17 will continue to be applied to lease contracts entered by the Company or modified by the Company before April 1, 2019, b) The Company has applied a single discount rate to a portfolio of leases of similar assets in similar economic environment. Consequently, the Company has recorded its lease liability using the present value of remaining lease payments, discounted using the incremental borrowing rate at the date of initial application and the right-of-use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted using the incremental borrowing rate at the date of initial application, c) The Company excluded the initial direct costs from measurement of the RoU asset, d) The Company does not recognize RoU assets and lease liabilities for leases with less than twelve months of lease term and low- value assets on the date of initial application. The weighted average of discount rate applied to lease liabilities as at April 1, 2019 is 5.7%. On adoption of Ind AS 116, a) the Company has recognized right-of-use assets of ` 13,630 and corresponding lease liability ` 15,379. b) the net carrying value of assets procured under the finance lease of ` 1,243 (gross carrying and accumulated depreciation value of ` 3,420 and ` 2,177 respectively) have been reclassified from property, plant and equipment to right-of-use assets, c) obligations under finance leases ` 2,002 (non-current and current obligation under finance leases ` 496 and ` 1,506 respectively) have been reclassified to lease liabilities. d) prepaid rent on leasehold land and other assets, which were earlier classified under Other assets have been reclassified to right-of-use assets by ` 2,222 The adoption of the new standard has resulted in a reduction of ` 872 in opening retained earnings, net of deferred tax asset of ` 138. During the year ended March 31, 2020, the Company recognized in the consolidated statement of profit and loss – a) Depreciation expense from right-of-use assets of ` 5,911 (Refer Note 5) Interest expenses on lease liabilities of ` 914 b) c) Rent expense amounting to ` 44 pertaining to leases of low-value assets and ` 2,085 pertaining to leases with less than twelve months of lease term has been included under Facility expenses d) Income from subleasing right-of-use assets is not material Refer Note 5 for additions to right-of-use assets during the year ended March 31, 2020 and carrying amount of right-of-use assets as at March 31, 2020 by class of underlying asset. As at March 31, 2020, the Company is committed to certain leases amounting to ` 1,399 which have not yet commenced. The term of such lease’s ranges from 2 to 8 years. Lease payments during the year are disclosed under financing activities in the consolidated statement of cash flows. The comparatives as at and for the year ended March 31, 2019 have not been retrospectively restated. The adoption of Ind AS 116 did not have any material impact on consolidated statement of profit and loss and earnings per share. 231 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited The difference between the lease obligation disclosed as of March 31, 2019 under Ind AS 17 and the value of the lease liabilities as of April 1, 2019 is primarily on account of practical expedients exercised for low value assets and short term leases as at adoption of the standard, in measuring the lease liability and discounting the lease liabilities to the present value in accordance with Ind AS 116. Particulars Operating lease commitments disclosed as at March 31, 2019 (Less): Impact of discounting on opening lease liability (Less): Short-term leases not recognized as a liability (Less): Low-value leases not recognized as a liability (Less): Leases commencing after 1st April, but entered into on or before 31st March Lease liability recognized as at April 1, 2019 Total ` 19,741 (1,954) (1,675) (64) (669) ` 15,379 Appendix C to Ind AS 12 - Uncertainty over income tax treatMments The 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 adoption of Appendix C to Ind AS 12 did not have any material impact on the consolidated financial statements of the Company. Amendment to Ind AS 12 – Income Taxes The Ministry of Corporate Affairs issued amendments to Ind AS 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 adoption of amendment to Ind AS 12 did not have any material impact on consolidated financial statements of the Company. Amendment to Ind AS 19 - Plan Amendment, Curtailment or Settlement The 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. The adoption of amendment to Ind AS 19 did not have any material impact on consolidated financial statements of the Company. New Accounting standards not yet adopted by the Company: Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from April 1, 2020. 4. Property, plant and equipment Gross carrying value: As at April 1, 2019 Reclassified on adoption of Ind AS 116 Adjusted balance as at April 1, 2019 Translation adjustment Additions Additions through business combinations Disposals As at March 31, 2020 Accumulated depreciation/ impairment: As at April 1, 2019 Reclassified on adoption of Ind AS 116 Adjusted balance as at April 1, 2019 Translation adjustment Depreciation and impairment ** Disposals As at March 31, 2020 Net book value as at March 31, 2020 Land Buildings Plant and machinery * Furniture and fixtures Office equipment Vehicles Total ` 3,697 - ` 3,697 9 55 - - ` 3,761 ` - - ` - - - - ` - ` 3,761 ` 27,294 - ` 27,294 84 9,130 5 (199) ` 36,314 ` 6,659 - ` 6,659 32 1,315 (118) ` 7,888 ` 28,426 ` 92,286 (3,420) ` 88,866 1,437 13,571 417 (3,676) ` 100,615 ` 73,129 (2,177) ` 70,952 1,066 8,624 (2,649) ` 77,993 ` 22,622 ` 10,500 - ` 10,500 64 2,435 6 (104) ` 12,901 ` 8,163 - ` 8,163 46 992 (84) ` 9,117 ` 3,784 ` 5,908 - ` 5,908 65 1,052 1 (154) ` 6,872 ` 4,335 - ` 4,335 45 564 (15) ` 4,929 ` 1,943 ` 948 - ` 948 (5) 11 - (146) ` 808 ` 682 - ` 682 (2) 175 (128) ` 727 ` 81 ` 140,633 (3,420) ` 137,213 1,654 26,254 429 (4,279) ` 161,271 ` 92,968 (2,177) ` 90,791 1,187 11,670 (2,994) ` 100,654 ` 60,617 232 Annual Report 2019-20 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 Land Buildings Plant and machinery * Furniture and fixtures Office equipment Vehicles Total ` 3,637 (5) 65 - ` 3,697 ` - - - - ` - ` 3,697 ` 24,949 (8) 2,684 (331) ` 27,294 ` 87,142 613 10,402 (5,871) ` 92,286 ` 9,858 2 1,477 (837) ` 10,500 ` 5,771 8 1,031 (151) ` 6,659 ` 20,635 ` 65,269 332 12,295 (4,767) ` 73,129 ` 19,157 ` 7,795 (4) 788 (416) ` 8,163 ` 2,337 ` 5,817 (2) 474 (381) ` 5,908 ` 4,093 (2) 575 (331) ` 4,335 ` 1,573 ` 1,139 (6) 4 (189) ` 948 ` 132,542 594 15,106 (7,609) ` 140,633 ` 506 (3) 304 (125) ` 682 ` 266 ` 83,434 331 14,993 (5,790) ` 92,968 ` 47,665 * Including net carrying value of computer equipment and software amounting to ` 16,844 and ` 16,375 as at March 31, 2020 and 2019, respectively. ** Includes impairment charge on software platform recognized on acquisitions, amounting to Nil and ` 1,480 for the year ended March 31, 2020 and 2019, respectively. 5. Right-of-use assets Gross carrying value: As at April 1, 2019 Additions Additions through Business combinations Disposals Translation adjustment As at March 31, 2020 Accumulated depreciation: Depreciation Disposals Translation adjustment As at March 31, 2020 Net carrying value as at March 31, 2020 * includes computer equipment 6. 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 22) Acquisition through business combination (Refer Note 7) Assets reclassified as held for sale (Refer Note 22) Balance at the end of the year Category of RoU Asset Land Buildings Plant and machinery * Vehicles Total ` 2,003 - - - - ` 2,003 ` 27 - - ` 27 ` 11,502 3,520 364 (41) 279 ` 15,624 ` 3,884 (18) 62 ` 3,928 ` 2,941 1,210 - (47) 132 ` 4,236 ` 1,731 (47) 37 ` 1,721 ` 649 219 - (59) 17 ` 826 ` 269 (10) 6 ` 265 ` 17,095 4,949 364 (147) 428 ` 22,689 ` 5,911 (75) 105 ` 5,941 ` 16,748 As at March 31, 2020 ` 113,220 8,841 - 4,833 - ` 126,894 March 31, 2019 ` 114,046 4,307 (4,893) - (240) ` 113,220 The Company is organized by three operating segments: IT Services and IT Products and India State Run Enterprise. Goodwill as at March 31, 2020 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. 233 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Goodwill has been allocated to the CGUs as at March 31, 2020 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) Following table presents the allocation of goodwill to the CGUs for the year ended March 31, 2019: 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, 2020 ` 19,225 55,642 14,501 15,782 8,040 12,661 1,043 ` 126,894 As at March 31, 2019 ` 17,713 50,670 13,587 15,203 5,370 9,707 970 ` 113,220 For 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, 2020 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, 2020 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. The movement in intangible assets is given below: Gross carrying value: As at April 1, 2019 Translation adjustment Acquisition through business combinations (Refer Note 7) As at March 31, 2020 Accumulated depreciation/ impairment: As at April 1, 2019 Translation adjustment Amortization and impairment* As at March 31, 2020 Net carrying value as at March 31, 2020 Gross carrying value: As at April 1, 2018 Translation adjustment Disposal (Refer Note 22) As at March 31, 2019 Customer related Marketing related Total Intangible assets ` 26,924 ` 5,945 ` 32,869 1,031 4,535 382 371 1,413 4,906 ` 32,490 ` 6,698 ` 39,188 ` 15,345 ` 3,762 ` 19,107 220 2,333 ` 17,898 ` 14,592 226 940 ` 4,928 ` 1,770 446 3,273 ` 22,826 ` 16,362 ` 26,586 ` 6,551 ` 33,137 555 (217) 217 (823) 772 (1,040) ` 26,924 ` 5,945 ` 32,869 234 Annual Report 2019-20 Accumulated depreciation/ 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 Intangible assets Marketing related Total ` 12,263 35 3,148 (101) ` 15,345 ` 11,579 ` 2,761 64 1,136 (199) ` 3,762 ` 2,183 ` 15,024 99 4,284 (300) ` 19,107 ` 13,762 * includes impairment charge on certain intangible assets recognized on acquisitions, amounting to Nil and ` 838 for the year ended March 31, 2020 and 2019, respectively. As at March 31, 2020, the estimated remaining amortization period for intangible assets acquired on acquisition are as follows: Acquisition ATCO I-Tek Cellent AG Appirio Inc. Vara Infotech Private Limited International TechneGroup Incorporated Rational Interaction, Inc. Other entities 7. Business combination Estimated remaining amortization period 4.50 years 0.75 – 2.75 years 1.75 years 6.50 - 9.50 years 4.50 years 2.75 - 6.75 years 0.25 – 12.25 years Summary of material acquisitions during the year ended March 31, 2020 is given below: During the year ended March 31, 2020, the Company has completed three business combinations (which both individually and in aggregate are not material) for a total consideration of ` 10,433. These include (a) taking over customer contracts, leased facilities, assets and employees of Vara Infotech Private Limited, (b) the acquisition of International TechneGroup Incorporated, a global digital engineering and manufacturing solutions company and (c) the acquisition of Rational Interaction, Inc, a digital customer experience management company. The following table presents the provisional purchase price allocation: Description Net assets Customer related intangibles Marketing related intangibles Deferred tax liabilities on intangible assets Total Goodwill Total purchase price Purchase price allocated ` 907 4,535 371 (213) ` 5,600 4,833 10,433 Net assets acquired include ` 317 of cash and cash equivalents and trade receivable valued at ` 831. The goodwill of ` 4,833 comprises value of acquired workforce and expected synergies arising from the business combinations. The goodwill was allocated to IT Services segment and is partially deductible for income tax purpose in India and United States. The pro-forma effects of these business combinations on the Company’s results were not material. 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) the acquisition of IT service provider which is focused on Brazilian markets, (b) the acquisition of a design and business strategy consultancy firm based in the United States, and (c) the acquisition of intangible assets, assembled workforce and a multi-year service agreement which qualify as business combination. The following table presents the provisional allocation of purchase price: 235 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 to IT Services segment and is partially deductible for United States federal income tax purpose. Net assets acquired include ` 58 of cash and cash equivalents and trade receivables valued at ` 215. 8. Investments Non-current Financial instruments measured at FVTOCI Equity instruments - unquoted (Refer Note 8.1) Financial instruments at amortized cost Inter corporate and term deposits - unquoted * Aggregate amount of unquoted investments Current As at March 31, 2020 March 31, 2019 ` 9,297 ` 6,916 5 ` 9,302 ` 9,302 - ` 6,916 ` 6,916 As at March 31, 2020 March 31, 2019 Financial instruments measured at FVTOCI Commercial papers, Certificate of deposits and bonds - unquoted (Refer Note 8.3) Non-convertible debentures, government securities and commercial papers - quoted (Refer Note 8.4) ` 20,126 ` 43,030 135,461 142,018 Financial instruments at amortized cost Inter corporate and term deposits -unquoted * Financial instruments measured at FVTPL Investments in liquid and short-term mutual funds - unquoted (Refer Note 8.2) Aggregate amount of quoted investments and aggregate market value thereof Aggregate amount of unquoted investments 19,253 21,708 14,795 ` 189,635 ` 135,461 ` 54,174 13,960 ` 220,716 ` 142,018 ` 78,698 * These deposits earn a fixed rate of interest. Term deposits include non-current and current deposits in lien with banks primarily on account of term deposits held as margin money deposits against guarantees amounting to ` 5 and ` 796, respectively (March 31, 2019: Term Deposits current of ` 463). Investments accounted for using the equity method The Company has no material associates as at March 31, 2020. 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: 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, 2020 ` 1,383 March 31, 2019 ` 1,235 For the year ended March 31, 2020 2019 ` 29 ` (43) 236 Annual Report 2019-20 Details of investments: 8.1 Details of investments in equity instruments- classified as FVTOCI Particulars Non-current Ensono Holdings, LLC Headspin Inc IntSights Cyber Intelligence Limited Tricentis Vectra Networks, Inc TLV Partners Incorta Inc, Ltd. Tradeshift Inc. CloudGenix Avaamo Inc. Vicarious FPC, Inc. Moogsoft (Herd) Inc. TLV Partners II, L.P. Sealights Technologies Ltd CloudKnox Security Inc. Harte Hanks Inc. B Capital Fund II, L.P. Work-Bench Ventures II - A, LP CyCognito Wep Peripherals Ltd. Boldstart Ventures IV, L.P. Altizon Systems Private Limited Glilot Capital Partners III L.P. Wep Solutions Limited Drivestream India Private Limited TLV Partners III, L,P. Emailage Corp. Imanis Inc (formerly known as Talena Inc.) eSilicon WAISL Limited (formerly Wipro Airport IT Services Limited) Mycity Technology Limited Opera Solutions LLC Total Number of Shares As at Carrying value As at March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 13,024,920 230,733 2,191,903 4,933,051 1,811,807 - 1,458,272 384,615 1,946,131 1,887,193 42,392 1,230,182 - 1,343,635 2,389,486 9,926 - - 122,075 306,000 - 23,758 - 1,836,000 267,600 - - - - 44,935 2,390,433 13,024,920 230,733 1,981,365 4,933,051 1,811,807 - - 384,615 1,946,131 1,887,193 42,392 1,230,182 - - - 9,926 - - 122,075 306,000 - 23,758 - 1,836,000 267,600 - 373,800 10,103,248 1,485,149 550,000 44,935 2,390,433 ` 2,733 849 641 588 582 567 529 510 378 260 244 227 190 151 151 119 118 118 99 68 49 38 28 27 19 14 - - - - - - ` 9,297 ` 1,752 401 517 570 532 320 - 466 347 238 223 139 70 - - 248 - 44 91 40 28 144 1 40 19 - 455 121 104 6 - - ` 6,916 8.2 Investments in liquid and short-term mutual funds - unquoted – classified as FVTPL Particulars Current HDFC Arbitrage Fund - Wholesale Plan - Monthly Dividend- Direct Plan HDFC Arbitrage Fund - Wholesale Plan - Growth Kotak Equity Arbitrage Fund - Direct Plan - Growth SBI Overnight Fund Direct Plan Growth IDFC Arbitrage Fund - Growth - Direct Plan ICICI Prudential Equity Arbitrage Fund - Direct Plan - Growth Number of Units As at Carrying value As at March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 - 200,321,433 ` - ` 2,097 - - 388,332 - - 2,100 1,974 1,616 1,241 1,229 - - 1,201 - - 141,089,753 67,906,978 496,725 48,133,290 45,551,909 237 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Particulars UTI Overnight Fund Direct Plan Growth UTI Arbitrage Fund-Growth Plan L&T Cash Fund Direct Plan Growth Axis Overnight Fund DSP Overnight Fund Direct Plan Growth HSBC Overnight Fund Invesco India Overnight Fund ICICI Prudential Overnight Fund Direct Growth HDFC Overnight Fund Direct Plan Growth ABSL Overnight Fund Direct Plan Growth Sundaram Overnight Fund Tata Overnight Fund IDFC Overnight Fund Kotak Overnight Fund IDFC Arbitrage Fund – Monthly Dividend- Direct Plan ICICI Prudential Equity Arbitrage Fund - Direct Plan - Dividend Kotak Equity Arbitrage - Direct - Fortnight Dividend Religare Ultra Short Term Fund - Institutional Growth Reliance Interval Fund - Monthly Series I - IP - Dividend ^ Value is less than ` 1 Number of Units As at Carrying value As at March 31, 2020 407,120 36,445,590 460,742 590,406 488,697 479,479 495,317 4,526,064 145,665 231,342 228,041 107,199 67,569 62,144 - - - - - March 31, 2019 462,995 - 168,996 389,144 345,742 - - 5,864,741 70,899 1,771,126 - 250,125 594,622 691,520 88,833,898 79,919,884 83,782,796 15 15 March 31, 2020 1,113 996 718 623 522 500 500 488 432 250 242 113 72 66 - - - - - ` 14,795 March 31, 2019 1,203 - 250 390 351 - - 600 200 1,818 - 250 602 700 1,168 1,158 1,972 ^ ^ ` 13,960 8.3 Investment in certificate of deposits/ commercial papers and bonds (unquoted)– classified as FVTOCI Particulars of issuer Current ICICI Bank Axis Bank National Bank for Agriculture and Rural Development Small Industries Development Bank of India Kotak Mahindra Bank Kotak Mahindra Investments Limited Kotak Mahindra Prime Limited Aditya Birla Finance Limited Tata Capital Housing Finance Limited Tata Capital Financial Services Limited HDFC Bank Limited HDB Financial Services Limited Total As at March 31, 2020 March 31, 2019 ` 957 9,139 8,833 1,197 - - - - - - - - ` 20,126 ` 11,311 4,309 1,000 4,302 9,362 2,864 2,585 1,988 1,881 1,499 992 937 ` 43,030 8.4 Investment in non-convertible debentures, government securities and commercial papers (quoted) – classified as FVTOCI Particulars of issuer Current National Highways Authority of India Rural Electrification Corporation Limited HDB Financial Services Limited Government Securities Power Finance Corporation Limited Kotak Mahindra Prime Limited Tata Capital Financial Services Limited Small Industries Development Bank of India 238 As at March 31, 2020 March 31, 2019 ` 18,802 14,114 13,633 12,978 12,248 12,090 12,000 8,914 ` 18,055 4,929 13,038 6,862 13,169 10,855 13,708 4,912 Annual Report 2019-20 Kotak Mahindra Investments Limited Housing Development Finance Corporation Limited Indian Railway Finance Corporation Limited National Bank for Agriculture and Rural Development Aditya Birla Finance Limited Axis Bank NTPC Limited Tata Capital Housing Finance Limited HDFC Bank Limited ANZ Bank LIC Housing Finance Limited Total 9. 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 Amortized cost Other financial assets Trade receivables Unbilled receivables Other assets Derivative assets Liabilities: Trade payables and other payables Trade payables Lease liabilities Other financial liabilities Borrowings * Derivative liabilities As at March 31, 2020 8,283 5,692 4,857 4,574 1,882 1,823 1,679 1,273 614 5 - ` 135,461 March 31, 2019 5,238 7,151 4,473 13,460 11,596 517 417 5,765 462 3 7,408 ` 142,018 As at March 31, 2020 March 31, 2019 ` 144,499 ` 158,529 14,795 164,884 19,258 110,523 25,209 14,495 3,025 ` 496,688 ` 58,400 19,198 20,779 78,042 7,369 ` 183,788 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 * 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 recognized other financial assets Gross amount of recognized financial liabilities 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 recognized as Trade payables and other payables Gross amount of recognized financial liabilities 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, 2020 March 31, 2019 ` 157,304 (7,077) ` 150,227 ` 86,256 (7,077) ` 79,179 ` 154,129 (6,630) ` 147,499 ` 95,578 (6,630) ` 88,948 239 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, eligible current and non-current assets, borrowings, 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 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, 2020 and 2019, 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: As at March 31, 2020 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 Cash flow hedges ` 1,382 ` - ` 1,382 ` - ` 3,149 ` - ` 3,149 ` - 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 1,643 - 1,643 14,795 14,795 - - - 1,955 - 1,955 13,960 13,960 - - - 9,297 - 119 9,178 6,916 - 248 6,668 155,587 12,983 142,604 - 185,048 6,865 178,183 - ` (4,057) ` - - (3,312) ` (4,057) (3,312) ` - ` (130) (1,180) - ` - - ` (130) (1,180) ` - - 240 Annual Report 2019-20 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 counterparties, 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, 2020, 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. The following methods and assumptions were used to estimate the fair value of the level 3 financial instruments included in the above table. Investment in equity instruments: Fair value of these instruments is determined using market and income approaches. Details of assets and liabilities considered under Level 3 classification Particulars Balance as at April 1, 2019 Additions Transfers out of level 3 Disposal Gain recognized in foreign currency translation reserve Gain recognized in other comprehensive income Balance as at March 31, 2020 Balance as at April 1, 2018 Additions Transfers out of level 3 Disposal Gain recognized in foreign currency translation reserve Loss recognized in other comprehensive income Balance as at March 31, 2019 Description of significant unobservable inputs to valuation: As at March 31, 2020 Investment in equity instruments ` 6,668 2,124 - (1,327) 855 858 ` 9,178 ` 5,685 2,869 (647) (1,341) 203 (101) ` 6,668 Items Valuation technique Significant unobservable input Movement by Increase (`) Decrease (`) Unquoted equity investments Discounted cash flow model Long term growth rate Discount rate 0.5% 0.5% 298 (388) (273) 404 As at March 31, 2019 Items Valuation technique Significant unobservable input Movement by Increase (`) Decrease (`) Unquoted equity investments Discounted cash flow model Long term growth rate Discount rate 0.5% 0.5% 201 (243) (187) 256 As at March 31, 2020 and 2019, 0.5 percentage point increase/(decrease) in the unobservable inputs used in fair valuation of other Level 3 assets doesnot have a significant impact in its value. 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. 241 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding: As at (in million) March 31, 2020 March 31, 2019 Notional Fair value Notional Fair value Designated derivative instruments Sell: Forward contracts Range forward option contracts USD € £ AUD USD £ € AUD 1,011 121 52 144 474 98 39 - Interest rate swaps USD - Non-designated derivative instruments Sell: Forward contracts* Range forward option contracts Buy: Forward contracts USD € £ AUD SGD ZAR CAD SAR AED PLN CHF QAR TRY NOK OMR SEK MYR JPY USD € £ USD JPY MXN DKK 1,314 59 81 56 7 17 51 60 34 7 19 30 19 2 13 20 325 - - - 480 - 11 9 ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` (2,902) 231 240 741 (1,057) (13) 85 - USD € - £ - 97 AUD USD 1,067 £ 191 € 153 56 AUD - USD 75 (3,116) 34 112 115 8 1 153 (1) - 13 4 (8) 31 16 1 4 1 ^ USD 1,182 € 32 £ 1 82 11 56 56 123 9 38 10 3 28 29 1 35 - - AUD SGD ZAR CAD SAR AED PLN CHF QAR TRY NOK OMR SEK MYR JPY 1 - - - USD 150 € 31 £ 71 ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` 1,410 - - 15 1,149 68 349 39 (11) 1,359 55 (1) 28 1 14 40 (1) ^ 15 ^ (1) 12 4 (1) 5 - - 161 12 57 ` ` 972 - (9) ^ ` (4,344) USD JPY MXN DKK 730 154 9 75 ` (971) ^ ^ ` (13) ` 3,794 * USD 1,314 and USD 1,182 includes USD/PHP sell forward of 176 and 117 as at March 31, 2020 and 2019, respectively. ^ Value is less than ` 1 242 Annual Report 2019-20 The following table summarizes 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 consolidated 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, 2020 ` 3,019 March 31, 2019 ` (143) (201) (2,312) (3,382) ` (5,895) ` (2,876) 561 ` (2,315) 6 1,069 2,087 ` 3,162 ` 3,019 (604) ` 2,415 *Includes net gain/(loss) reclassified to revenue (March 31, 2020: ` (4,761), March 31, 2019: ` 2,585) and cost of revenues (March 31, 2020: ` 1,379, March 31, 2019: ` (498)). The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2020 are expected to occur and be reclassified to the consolidated statement of profit and loss over a period of three years. As at March 31, 2020 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. 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, 2020 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 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. 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 243 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 in foreign to hedge forecasted cash flows denominated (forward and option contracts). 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 also designates foreign currency borrowings as hedge against respective net investments in foreign operations. As at March 31, 2020, a ` 1 increase in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,972 (consolidated statement of profit and loss ` 658 and other comprehensive income ` 1,314) decrease in the fair value, and a ` 1 decrease would result in approximately ` 1,912 (consolidated statement of profit and loss ` 658 and other comprehensive income ` 1,254) 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, 2020 and 2019: Particulars Trade receivables Unbilled receivables Contract assets Cash and cash equivalents Other assets Borrowings* Lease Liabilities Trade payables and other financial liabilities Net assets/ (liabilities) Particulars Trade receivables Unbilled receivables Contract assets Cash and cash equivalents Other assets Borrowings* Trade payables and other financial liabilities Net assets/ (liabilities) As at March 31, 2020 US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies# Total ` 42,329 11,127 5,517 ` 8,860 1,030 1,559 ` 7,735 2,221 2,850 ` 3,044 784 654 ` 1,388 291 146 ` 4,522 1,126 790 ` 67,878 16,579 11,516 13,481 49,835 (36,578) (3,393) (27,457) 3,978 4,314 - (2,606) (3,419) 1,697 3,283 - (373) 586 413 - (214) (3,718) (1,228) 1,292 1,447 - (16) (605) 1,733 22,767 1,805 - (1,412) 61,097 (36,578) (8,014) (3,087) (39,514) ` 54,861 ` 13,716 ` 13,695 ` 4,039 ` 3,943 ` 5,477 ` 95,731 As at March 31, 2019 US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies# Total ` 39,896 8,038 4,706 ` 8,030 1,609 1,445 ` 5,212 3,146 2,270 ` 3,542 1,225 836 ` 1,528 204 150 ` 3,880 743 598 ` 62,088 14,965 10,005 21,997 8,553 (50,516) 2,884 1,173 (20) 1,573 4,056 (21) 1,003 1,038 (33) (27,202) (5,779) (4,646) (1,526) 1,928 1,033 - (806) 2,204 4,544 (21) 31,589 20,397 (50,611) (2,787) (42,746) ` 5,472 ` 9,342 ` 11,590 ` 6,085 ` 4,037 ` 9,161 ` 45,687 # Other currencies reflect currencies such as Swiss Franc, UAE Dirham, Saudi Riyal, Singapore Dollar etc. * Includes current obligation under borrowings classified under “Other current financial liabilities” 244 Annual Report 2019-20 As at March 31, 2020 and 2019, respectively, every 1% increase/ decrease in the respective foreign currencies compared to functional currency of the Company would impact results by approximately ` 957 and ` 457, respectively. year ended March 31, 2020 and 2019. There is no significant concentration of credit risk. Counterparty risk 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 as on March 31, 2020, additional net annual interest expense on floating rate borrowing would amount to approximately ` 773. 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, forward looking macroeconomic information, 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, 2020 and 2019, and revenues for the 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 of March 31, 2020, 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. Contractual cash flows Borrowings (1) (3) Lease Liabilities (3) Trade payables and other financial liabilities Derivative liabilities Contractual cash flows Carrying value Less than 1 year As at March 31, 2020 1-2 years 2-4 years Beyond 4 years Total ` 78,042 ` 74,663 ` 4,761 ` 119 ` - ` 79,543 19,198 79,179 7,322 79,028 7,369 7,231 6,128 5,425 88 90 63 48 2,192 - 21,067 79,179 - 7,369 Carrying value Less than 1 year As at March 31, 2019 1-2 years 2-4 years Beyond 4 years Total Borrowings (2) ` 99,467 ` 73,559 ` 24,887 ` 4,309 ` - ` 102,755 Trade payables and other financial liabilities (2) Derivative liabilities 88,948 88,948 1,310 1,310 - - - - - - 88,948 1,310 245 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 Investments Borrowings (1) As at March 31, 2020 ` 144,499 189,635 (78,042) ` 256,092 March 31, 2019 ` 158,529 220,716 (99,467) ` 279,778 (1) Includes current obligation under borrowings classified under “Other current financial liabilities” (2)Includes current obligation under borrowings and financial leases classified under “Other current financial liabilities” (3) Includes future cash outflow toward estimated interest on borrowings and lease liabilities. 10. Trade receivables Unsecured Considered good Considered doubtful Less: Provision for doubtful receivables Included in the consolidated balance sheet as follows: Non-current Current The activity in the allowance for doubtful receivables 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 11. Other Financial Assets Non-current Security deposits Other deposits Interest receivables Finance lease receivables Current Security Deposits Other deposits Dues from officers and employees Finance lease receivables Interest receivables Others Considered doubtful Less: Provision for doubtful advances Total 246 As at March 31, 2020 March 31, 2019 ` 110,523 13,937 ` 124,460 (13,937) ` 110,523 ` 6,049 ` 104,474 ` 104,862 14,824 ` 119,686 (14,824) ` 104,862 ` 4,373 ` 100,489 As at March 31, 2020 ` 14,824 1,043 (2,139) 209 ` 13,937 March 31, 2019 ` 14,570 980 (772) 46 ` 14,824 As at March 31, 2020 March 31, 2019 ` 1,581 802 1,139 2,359 ` 5,881 ` 1,127 5 1,040 2,811 2,581 1,050 976 ` 9,590 (976) ` 8,614 ` 14,495 ` 1,436 777 1,139 1,794 ` 5,146 ` 1,050 33 738 1,618 1,789 9,383 854 ` 15,465 (854) ` 14,611 ` 19,757 Annual Report 2019-20 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 Translation Adjustment Balance at the end of the year ^ Value is less than ` 1 12. Other assets Non-current Prepaid expenses Costs to obtain contract* Costs to fulfil contract Capital advances Others Current Prepaid expenses Dues from officers and employees Advances to suppliers Balance with GST and other authorities Cost to obtain contract* Others Total As at March 31, 2020 March 31, 2019 ` 854 ` 815 284 (168) 6 ` 976 243 (204) ^ ` 854 As at March 31, 2020 March 31, 2019 ` 4,535 4,030 305 1,537 3,065 ` 13,472 ` 9,876 310 3,121 7,805 1,258 135 ` 22,505 ` 35,977 ` 6,323 ` 4,212 - 1,355 5,337 ` 17,227 ` 12,148 871 3,247 5,543 1,170 107 ` 23,086 ` 40,313 * Amortization during the year ended March 31, 2020 and 2019 amounting to ` 1,237 and ` 934, respectively. 13. Inventories Finished goods [including goods-in-transit - ` 2 (` 1 for March 31, 2019)] Traded goods Stores and spares 14. Cash and cash equivalents Cash and cash equivalents as of March 31, 2020 and 2019 consist of the following: Balances with banks Current accounts Demand deposits * Unclaimed dividends Cheques, drafts on hand As at March 31, 2020 ` 3 1,251 611 March 31, 2019 ` 3 3,273 675 ` 1,865 ` 3,951 As at March 31, 2020 March 31, 2019 ` 33,840 110,412 85 162 ` 144,499 ` 41,715 116,563 93 158 ` 158,529 * These deposits can be withdrawn by the Company at any time without prior notice and without any penalty on the principal. 247 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Cash and cash equivalents consist of the following for the purpose of the statement of cash flows: Cash and cash equivalents (as above) Bank overdrafts 15. Share Capital Authorized capital 12,504,500,000 (March 31, 2019: 12,504,500,000) equity shares [Par value of ` 2 per share] 25,000,000 (March 31, 2019: 25,000,000) preference shares [Par value of ` 10 per share] 150,000 (March 31, 2019: 150,000) 10% Optionally convertible cumulative preference shares [Par value of ` 100 per share] Issued, subscribed and fully paid-up capital 5,713,357,390 (March 31, 2019: 6,033,935,388) equity shares of ` 2 each As at March 31, 2020 ` 144,499 (395) ` 144,104 March 31, 2019 ` 158,529 (4) ` 158,525 As at March 31, 2020 March 31, 2019 ` 25,009 ` 25,009 250 15 250 15 ` 25,274 ` 25,274 ` 11,427 ` 11,427 ` 12,068 ` 12,068 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 final dividend proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting. Following is the summary of per share dividends recognized as distributions to equity shareholders: Interim dividend (Board recommended the adoption of the interim dividend as the final dividend) For the year ended March 31, 2020 March 31, 2019 ` 1 per share ` 1 per share 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 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 34) Buyback of equity shares (Refer Note 34) Closing number of equity shares / ADRs outstanding As at March 31, 2020 As at March 31, 2019 No. of Shares ` Million No. of Shares ` Million 6,033,935,388 12,068 4,523,784,491 9,048 2,498,925 5 1,681,717 4 - (323,076,923) 5,713,357,390 - (646) 11,427 1,508,469,180 - 6,033,935,388 3,016 - 12,068 *4,607,772 and 2,599,183 shares have been transferred by the controlled trust to eligible employees on exercise of options during the year ended March 31, 2020 and 2019, respectively. 248 Annual Report 2019-20 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, 2020 As at March 31, 2019 No. of Shares % held No. of Shares % held 938,946,043 16.43 989,215,999 1,127,392,315 19.73 1,187,751,441 1,143,118,360 757,398,687 20.01 13.26 1,204,319,438 797,948,834 16.39 19.68 19.96 13.22 iii. Other details of equity shares for a period of five years immediately preceding March 31, 2020 (a) 323,076,923, 343,750,000 and 40,000,000 equity shares were bought back by the Company during the year ended March 31, 2020, 2018 and 2017, respectively. Refer note 34. (b) 1,508,469,180 and 2,433,074,327bonus shares were issued during the year ended March 31, 2019 and 2018. Refer note 34. 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 31. 16. Borrowings Non-current Secured Obligations under finance leases * Unsecured Term loans: 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, 2020 March 31, 2019 ` - ` - ` 496 ` 496 ` 4,535 305 ` 4,840 ` 4,840 ` 395 53,624 1 ` 54,020 ` 58,860 ` 27,666 206 ` 27,872 ` 28,368 ` 4 68,041 40 ` 68,085 ` 96,453 * Current obligations under financial leases amounting to Nil (March 31, 2019: ` 1,506) is classified under “Other current financial liabilities” ** Current obligations under borrowings from banks amounting to ` 18,898 (March 31, 2019: ` 1,272) is classified under “Other current financial liabilities’” *** Current maturities of loans from institutions other than bank amounting to ` 284 (March 31, 2019: ` 236) is classified under “Other current financial liabilities” Short-term borrowings The Company had loans, borrowings and bank overdrafts amounting to ` 54,020 and ` 68,085, as at March 31, 2020 and 2019, respectively. The principal source of borrowings from banks as at March 31, 2020 primarily consists of lines of credit of approximately ` 17,960, U.S. Dollar (U.S.$) 955 million, Canadian Dollar (CAD) 71 million, Saudi Riyal (SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP) 7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million, Brazilian Real (BRL) 10 million, Mexican Peso (MXN) 33 million, and Indonesian Rupiah (IDR) 13,000 million from bankers for working capital requirements and other short-term needs. As at March 31, 2020, the Company has unutilized lines of credit aggregating ` 4,260, U.S. Dollar (U.S.$) 471 million, Canadian Dollar (CAD) 3 million, Saudi Riyal (SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP) 7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million, Brazilian Real (BRL) 1 million, Mexican Peso (MXN) 33 million, and Indonesian Rupiah (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. 249 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 41,597 and ` 40,470 as of March 31, 2020 and 2019, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As of March 31, 2020, and 2019, an amount of ` 22,790 and ` 22,014,respectively, was unutilized out of these non-fund based facilities. Long-term loans and borrowings A summary of long- term loans and borrowings is as follows: Currency Unsecured term loans U.S. Dollar (U.S.$) Canadian Dollar (CAD) Indian Rupee (INR) Australian Dollar (AUD) Great British Pound (GBP) Euro (EUR) Brazilian Real (BRL) Obligations under finance leases 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, 2020 As at March 31, 2019 Foreign currency in millions Indian Rupee Interest rate Final maturity Foreign currency in millions Indian Rupee 311 ^ - 1 ^ ^ - 23,478 2.20% - 3.81% 25 1.48% - 3.26% 440 8.29% - 9.35% 4.65% 2.93% 2.87% 44 22 13 - ` 24,022 July-21 July-21 March-24 January-22 February-22 March-23 4,840 19,182 382 52 - 1 ^ ^ ^ 26,395 2,701 162 70 31 19 2 ` 29,380 2,002 ` 31,382 28,368 3,014 Cash and non-cash changes in liabilities arising from financing activities: April 1, 2019 Cash flow Non-cash changes Ind AS 116 adoption Additions to lease liabilities Borrowings from banks Bank overdrafts Obligations under finance leases Loans from other than banks Lease liabilities ` 96,979 4 2,002 482 - ` 99,467 ` (26,138) 391 - 100 (6,784) ` (32,431) ` - - (2,002) - 17,381 ` 15,379 ` - - - - 7,942 ` 7,942 Foreign exchange movements ` 6,217 - - 7 659 ` 6,883 March 31, 2020 ` 77,058 395 - 589 19,198 ` 97,240 Borrowings from banks Bank overdrafts External commercial borrowings Obligations under finance leases (Refer Note 33) Loans from other than banks April 1, 2018 Cash flow ` 119,689 3,999 9,777 3,973 821 ` 138,259 ` (26,228) (3,995) (10,064) (2,234) (352) ` (42,873) Non-cash changes Assets taken on finance lease ` - - - 14 - ` 14 Foreign exchange movements ` 3,518 - 287 249 13 ` 4,067 March 31, 2019 ` 96,979 4 - 2,002 482 ` 99,467 Significant portion of these facilities bear floating rates of interest, referenced to LIBOR or other similar country specific official benchmark interest rates and a spread, determined based on market conditions. 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, 2020 and 2019, the Company has met all the covenants under these arrangements. Obligations under finance leases amounting to ` 2,002 as at March 31, 2019 were secured by underlying property, plant and equipment. Interest expense on borrowings was ` 3,166 and ` 4,058 for the Year ended March 31, 2020 and 2019, respectively. 250 Annual Report 2019-20 17. Other financial liabilities Non-current Cash Settled ADS RSUs (Refer Note 31) 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 Cash Settled ADS RSUs (Refer Note 31) Deposits and others Total * For rate of interest and other term and conditions, refer to Note 16. 18. Provisions Non-current: Employee benefits obligations Provision for warranty Current: Employee benefits obligations Provision for warranty Others Total As at March 31, 2020 March 31, 2019 ` 146 5 ` 151 ` 19,729 19,182 - 55 85 350 409 ` 39,810 ` 39,961 ` - - ` - ` 25,644 1,508 1,506 166 93 - 385 ` 29,302 ` 29,302 As at March 31, 2020 March 31, 2019 ` 3,766 2 ` 3,768 ` 12,358 316 689 ` 13,363 ` 17,131 ` 2,082 2 ` 2,084 ` 10,065 275 717 ` 11,057 ` 13,141 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. Particulars Provision at the beginning of the year Additions during the year, net utilized/ reversed during the year Provision at the end of the year Included in the consolidated balance sheet as follows: As at March 31, 2020 As at March 31, 2019 Provision for warranty ` 277 359 (318) ` 318 Others Total ` 717 138 (166) ` 689 ` 994 497 (484) ` 1,007 Provision for warranty ` 293 295 (311) ` 277 Others Total ` 878 620 (781) ` 717 ` 1,171 915 (1,092) ` 994 Non-current portion Current portion ` 2 ` 316 ` - ` 689 ` 2 ` 1,005 ` 2 ` 275 ` - ` 717 ` 2 ` 992 251 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 19. Other liabilities Non-current: Others Current: Statutory and other liabilities Advance from customers Others Total 20. Trade payables Trade payables 21. Revenue from operations Sale of Services Sales of Products As at March 31, 2020 March 31, 2019 ` 3,771 ` 3,771 ` 4,919 1,464 120 ` 6,503 ` 10,274 ` 3,176 ` 3,176 ` 5,430 1,361 836 ` 7,627 ` 10,803 As at March 31, 2020 ` 58,400 ` 58,400 March 31, 2019 ` 62,660 ` 62,660 As at March 31, 2020 ` 598,550 11,682 ` 610,232 March 31, 2019 ` 571,301 14,544 ` 585,845 A. Contract Assets 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 assets: During the year ended March 31, 2020, ` 13,068 of contract assets pertaining to fixed-price development contracts has been reclassified to receivables on completion of milestones. During the year ended March 31, 2019, ` 13,558 of unbilled revenue pertaining to fixed-price development contracts (balance as at April 1, 2018 of ` 17,469), has been reclassified to receivables on completion of milestones. Contract liabilities: During the year ended March 31, 2020, the Company recognized revenue of ` 21,193 arising from contract liabilities as at March 31, 2019. 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 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 contract liabilities 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 customers 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, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ` 360,033 of which approximately 62% is expected to be recognized as revenues within two years, and the remainder thereafter. This includes contracts with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause. 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 with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause. C. Disaggregation of Revenues The tables below present 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 252 Annual Report 2019-20 2 8 6 , 1 1 - 2 8 6 1 1 , - - - - - - - - 2 3 2 , 0 1 6 ` 1 6 9 , 7 ` 2 8 6 , 1 1 ` 9 8 5 , 0 9 5 ` 5 5 6 , 3 3 ` 9 5 8 , 7 4 ` 6 4 4 , 5 7 ` 8 5 9 , 5 7 ` 9 0 5 , 6 9 ` 4 9 7 , 7 7 ` 8 6 3 , 3 8 1 ` l a t o T E R S I s t c u d o r P T I s e c i v r e S T I l a t o T M M O C G F M H C E T U N E U B C U B h t l a e H I S F B 2 8 6 , 1 1 - 2 8 6 1 1 , - - - - - - - - 0 5 5 , 8 9 5 ` 1 6 9 7 , ` - ` 9 8 5 0 9 5 , ` 5 5 6 3 3 , ` 9 5 8 7 4 , ` 6 4 4 5 7 , ` , 8 5 9 5 7 ` 9 0 5 6 9 ` , 4 9 7 7 7 ` , , 8 6 3 3 8 1 ` 2 3 2 , 0 1 6 ` 1 6 9 , 7 ` 2 8 6 , 1 1 ` 9 8 5 , 0 9 5 ` 5 5 6 , 3 3 ` 9 5 8 , 7 4 ` 6 4 4 , 5 7 ` 8 5 9 , 5 7 ` 9 0 5 , 6 9 ` 4 9 7 , 7 7 ` 8 6 3 , 3 8 1 ` 5 1 2 , 0 3 ` 1 6 9 7 , ` 5 7 6 6 , ` 9 7 5 5 1 , ` 9 0 1 2 , ` 8 0 9 1 , ` 7 2 4 , 0 5 3 2 7 0 , 4 4 1 8 1 5 , 5 8 - - - 8 1 9 0 9 3 2 , 9 9 6 1 , 9 0 5 9 4 3 , 2 8 6 1 4 1 , 9 1 8 3 8 , 5 7 0 9 , 6 5 0 8 , 5 1 4 4 1 , 7 2 3 3 2 , 7 4 5 8 1 , 7 7 0 4 , 2 4 9 ` 2 9 0 7 5 , 7 0 1 4 1 , 5 0 3 3 , 2 3 8 1 , ` 5 2 0 1 , ` 5 1 3 4 2 , 0 9 0 1 3 , 1 2 7 8 1 , 8 8 9 7 6 , 5 7 2 7 1 , 1 2 2 0 1 , 2 2 5 2 , ` 5 4 2 0 6 , 0 4 5 7 , 7 8 4 7 , 1 4 2 5 , ` 7 6 4 7 0 1 , 7 6 0 5 4 , 3 9 5 5 2 , 2 3 2 , 0 1 6 ` 1 6 9 , 7 ` 2 8 6 , 1 1 ` 9 8 5 , 0 9 5 ` 5 5 6 , 3 3 ` 9 5 8 , 7 4 ` 6 4 4 , 5 7 ` 8 5 9 , 5 7 ` 9 0 5 , 6 9 ` 4 9 7 , 7 7 ` 8 6 3 , 3 8 1 ` s e c i v r e s f o g n i r e d n e R s t c u d o r p f o s e l a S e u n e v e R . A y h p a r g o e g y b e u n e v e R . B d l r o W e h t 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 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 : s w o l l o f s a s i 0 2 0 2 , 1 3 h c r a M d e d n e r a e y e h t r o f s e u n e v e r f o n o i t a g e r g g a s i d n o n o i t a m r o f n I 6 1 2 , 9 2 2 6 4 5 1 , 4 3 3 , 9 6 3 ` 5 1 4 6 , ` - - ` 0 7 6 7 2 2 , 7 4 7 1 1 , 6 6 0 4 1 , 3 1 7 5 2 , 4 7 8 3 2 , 4 3 9 2 4 , 3 4 8 7 2 , 3 9 4 1 8 , 9 1 9 2 6 3 , ` 8 0 9 1 2 , ` 3 9 7 3 3 , ` 3 3 7 9 4 , ` 4 8 0 2 5 , ` 5 7 5 3 5 , ` 1 5 9 9 4 , ` 5 7 8 1 0 1 , ` d e s a b e m u l o v d n a e c i r p d e x i F s l a i r e t a m d n a e m T i s t c u d o r P l a t o T E R S I s t c u d o r P T I l a t o T M M O C G F M H C E T U N E U B C U B h t l a e H I S F B 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 e u n e v e R . A 9 9 9 , 0 3 ` 5 6 9 7 , ` 4 5 1 8 , ` 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 , ` 9 5 6 , 3 2 3 0 9 1 , 6 4 1 7 9 9 , 4 8 - - - 2 1 1 2 , 0 4 2 2 , 8 3 0 2 , 7 4 5 1 2 3 , 0 5 9 3 4 1 , 9 5 9 2 8 , 4 9 6 7 , 0 2 4 7 , 0 8 2 4 1 , 1 4 5 1 2 , 1 1 2 8 1 , 9 6 8 4 , 9 7 6 4 5 , 1 4 4 6 1 , 6 9 5 3 , 9 3 7 2 2 , 5 9 7 9 2 , 5 0 1 8 1 , 2 6 2 9 5 , 6 3 6 7 1 , 3 9 8 0 1 , 5 9 2 2 , ` 4 0 2 7 5 , 1 9 5 7 , 2 5 8 6 , 8 6 8 3 , ` 8 2 4 8 9 , 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 ` 5 8 9 , 9 4 3 ` 6 7 1 6 , ` - ` 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 , ` e m u l o v d n a e c i r p d e x i F d e s a b 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 d l r o W e h t 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 y h p a r g o e g y b e u n e v e R . B 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 ` 6 1 3 , 1 2 2 9 8 7 1 , - 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 T i 4 4 5 , 4 1 - 4 4 5 4 1 , - - - - - - - - s t c u d o r P s e c i v r e S T I : s w o l l o f s a s i 9 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t r o f s e u n e v e r f o n o i t a g e r g g a s i d n o n o i t a m r o f n I 253 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 22. Other operating income Year ended March 31, 2020 During the year ended March 31, 2020, the Company concluded the sale of assets pertaining to Workday business and Cornerstone On Demand business in Portugal, France and Sweden. A gain of ` 152 arising from such transaction has been recognized under other operating income. During the year ended March 31, 2020, the Company has partially met the first year and second year business targets pertaining to sale of data center business concluded during the year ended March 31, 2019. Change in fair value of the callable units pertaining to achievement of the business targets amounting to ` 992 for the year ended March 31, 2020 respectively, has been recognized under other operating income. Year ended March 31, 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. The calculation of the gain on sale is shown below: Particulars Cash consideration (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 comprises cash consideration of ` 24,358 and units issued by the buyer amounting to ` 1,734. 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 business and Cornerstone On Demand business: During the year ended March 31, 2019, the Company has concluded the Sale of Workday business and Cornerstone On Demand business except in Portugal, France and Sweden. The calculation of the gain is as shown below: Particulars Cash consideration 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 expected to conclude in the quarter ending June 30, 2019, subject to obtaining regulatory approvals are classified as assets held for sale amounting to ` 240 as at March 31, 2019. These disposal groups do not constitute a major component of the Company and hence were not classified as discontinued operations. 254 Annual Report 2019-20 23. Other income Interest income Dividend income Net gain from investments classified as FVTPL Net gain from investments classified as FVTOCI Finance and other income Foreign exchange gains, net, on financial instruments measured at FVTPL Other exchange differences, net Foreign exchange gains, net 24. Changes in inventories of finished goods and stock-in-trade Opening stock Traded goods Finished products Less: Closing stock Traded goods Finished products 25. 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, 2020 March 31, 2019 ` 21,764 367 1,275 675 ` 24,081 ` 2,144 1,025 ` 3,169 ` 27,250 ` 20,261 361 1,990 311 ` 22,923 ` 1,251 1,964 ` 3,215 ` 26,138 Year ended March 31, 2020 March 31, 2019 ` 3,273 3 ` 3,276 ` 1,251 3 ` 1,254 ` 2,022 ` 2,600 3 ` 2,603 ` 3,273 3 ` 3,276 ` (673) Year ended March 31, 2020 March 31, 2019 ` 315,036 ` 289,005 1,845 8,428 1,262 1,459 7,372 1,938 ` 326,571 ` 299,774 Remeasurements of the net defined benefit liability /(asset) recognized in other comprehensive income include: Remeasurement of net defined benefit liability/(asset) Return on plan assets excluding interest income - (gain)/loss 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, 2020 March 31, 2019 ` 76 749 227 194 ` (49) 73 (40) (266) ` 1,246 ` (282) 255 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited b) Defined benefit plans Defined benefit plans include gratuity for employees drawing salary in Indian rupees and certain benefits plans in foreign jurisdictions. Amount recognized 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 summarized below: Defined benefit obligation at the beginning of the year Acquisitions 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 Translation adjustment Defined benefit obligation at the end of the year Change in plan assets is summarized below: Fair value of plan assets at the beginning of the year Acquisitions Expected return on plan assets Employer contributions Benefits paid Remeasurement (loss)/gain Return on plan assets excluding interest income - (loss)/gain Translation adjustment Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized liability Year ended March 31, 2020 ` 1,782 63 ` 1,845 ` 513 March 31, 2019 ` 1,434 25 ` 1,459 ` 607 As at March 31, 2020 ` 10,485 229 1,782 652 (1,123) - 749 227 194 270 ` 13,465 As at March 31, 2020 ` 9,443 58 589 383 (95) (76) 233 ` 10,535 ` (2,930) ` (2,930) March 31, 2019 ` 8,654 1,094 1,434 583 (1,047) 73 (40) (266) - ` 10,485 March 31, 2019 ` 8,507 109 558 254 (34) 49 - ` 9,443 ` (1,042) ` (1,042) As at March 31, 2020 and 2019, 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, 2020 5.05% 5.05% 6.60% 9 years March 31, 2019 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. 256 Annual Report 2019-20 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: 2021 2022 2023 2024 2025 Thereafter Total ` 3,035 ` 1,740 1,343 1,295 1,261 1,226 13,819 ` 20,684 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as of March 31, 2020. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As of March 31, 2020, every 0.5 percentage point increase/ (decrease) in discount rate will result in (decrease)/increase of defined benefit obligation by approximately ` (626) and ` 584 respectively (March 31, 2019: ` (405) and ` 435 respectively). As of March 31, 2020, every 0.5 percentage point increase/ (decrease) in expected rate of salary will result in increase/ (decrease) of defined benefit obligation by approximately ` 353 and ` (329) respectively (March 31, 2019: ` 245 and ` (229) 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, 2020 ` 61,397 (61,397) ` - March 31, 2019 ` 53,015 (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 Average guaranteed rate of return Also Refer Note 31 for details of employee stock options. 26. Finance costs Interest expense Exchange fluctuation on foreign currency borrowings, net (to the extent regarded as borrowing cost) 27. Other Expenses Rates, taxes and insurance Miscellaneous expenses 257 As at March 31, 2020 6.05% 7 years 8.50% March 31, 2019 7.00% 8 years 8.65% Year ended March 31, 2020 ` 5,136 March 31, 2019 ` 5,616 2,192 1,759 ` 7,328 ` 7,375 Year ended March 31, 2020 ` 3,004 5,453 ` 8,457 March 31, 2019 ` 1,621 11,903 ` 13,524 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 28. Income tax Income tax expense has been allocated as follows: Income tax expense as per the consolidated statement of profit and loss Income tax included in other comprehensive income on: Unrealized losses on investment securities Gains/(losses) on cash flow hedging derivatives Defined benefit plan actuarial gains/(losses) Total income taxes Income tax expenses consist of the following: Current taxes Domestic Foreign Deferred taxes Domestic Foreign Total income taxes Year ended March 31, 2020 ` 24,801 March 31, 2019 ` 25,243 (230) (1,165) (196) ` 23,210 (65) 633 47 ` 25,858 Year ended March 31, 2020 March 31, 2019 ` 18,437 5,887 ` 24,324 ` 1,626 (1,149) ` 477 ` 24,801 ` 17,986 5,663 ` 23,649 ` (178) 1,772 ` 1,594 ` 25,243 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 Income taxes related to prior years Changes in unrecognized deferred tax assets Expenses disallowed for tax purpose Others, net Total income taxes expenses Effective tax rate The components of deferred tax assets and liabilities are as follows: Carry-forward losses * Trade payables and other liabilities Allowance for lifetime expected credit losses Minimum alternate tax Cash flow hedges Others 258 Year ended March 31, 2020 ` 122,519 March 31, 2019 ` 115,422 34.94% 42,808 34.94% 40,328 (12,930) (18,469) 480 (3,122) (116) (3,898) 1,785 (206) (796) (1,002) (2,267) 3,972 3,503 (26) ` 24,801 ` 25,243 20.24% 21.87% As at March 31, 2020 ` 2,044 March 31, 2019 ` 3,149 4,994 3,921 3,425 561 - 14,945 3,713 4,521 - - 318 11,701 Annual Report 2019-20 Property, plant and equipment Amortizable goodwill Intangible assets Interest Income and fair value movement of investment Cash flow hedges Contract liabilities SEZ re-investment reserve Others Net deferred tax assets Amounts presented in the consolidated balance sheet Deferred tax assets Deferred tax liabilities As at March 31, 2020 (654) (2,166) (1,541) (626) - (11) (6,614) (121) ` (11,733) ` 3,212 March 31, 2019 (1,807) (1,899) (2,295) (1,455) (604) (289) (1,132) - ` (9,481) ` 2,220 ` 6,005 ` (2,793) ` 5,604 ` (3,384) * Includes deferred tax asset recognized on carry-forward losses pertaining to business combinations. Movement in deferred tax assets and liabilities Movement during the year ended March 31, 2020 As at April 1, 2019 Credit/ (charge) in the consolidated statement of profit and loss Credit/ (charge) in other comprehensive income* On account of business combination As at March 31, 2020 Carry-forward losses Trade payables and other liabilities Allowance for lifetime expected credit losses Minimum alternate tax Property, plant and equipment Amortizable goodwill Intangible assets Interest Income and fair value movement of investment Cash flow hedges Contract liabilities SEZ re-investment reserve Others Total ` 3,149 3,713 4,521 - (1,807) (1,899) (2,295) (1,455) (604) (289) (1,132) 318 ` 2,220 ` (1,287) 1,033 (591) 3,425 1,148 (92) 1,021 599 - 285 (5,482) (536) ` (477) ` 182 248 (9) - 5 (175) (90) 230 1,165 (7) - 97 ` 1,646 ` - - - - - - (177) - - - - - ` (177) ` 2,044 4,994 3,921 3,425 (654) (2,166) (1,541) (626) 561 (11) (6,614) (121) ` 3,212 Movement during the year ended March 31, 2019 Carry-forward losses Trade payables and other liabilities Allowance for lifetime expected credit losses Minimum alternate tax Property, plant and equipment Amortizable goodwill Intangible assets Interest Income and fair value movement of investment Cash flow hedges Contract liabilities SEZ re-investment reserve Others Total *Includes impact of foreign currency translation. As at April 1, 2018 Credit/ (charge) in the consolidated statement of profit and loss Credit/ (charge) in other comprehensive income* Others (Refer Note 41) As at March 31, 2019 ` 5,694 3,107 4,499 74 (2,132) (1,810) (3,190) (1,712) 29 (273) - (403) ` 3,883 ` (2,879) 295 9 (74) 217 16 1,076 186 - (1) (1,132) 693 ` (1,594) ` 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) (1,132) 318 ` 2,220 259 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 profit and loss. 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 ` 8,124 and ` 6,769 as at March 31, 2020 and 2019, respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry- forwards of ` 29,736 and ` 24,355 as at March 31, 2020 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, ` 14,429 and ` 8,191 as at March 31, 2020 and 2019, respectively, of these tax loss carry-forwards is not currently subject to expiration dates. The remaining tax loss carry-forwards of approximately ` 15,307 and ` 16,164 as at March 31, 2020 and 2019, respectively, expires in various years through fiscal 2038. The Company has recognized deferred tax assets of ` 2,044 and ` 3,149 primarily in respect of carry forward losses of its various subsidiaries as at March 31, 2020 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 ` 3,425 and Nil has been recognized in the consolidated balance sheet as at March 31, 2020 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 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 2033-34. 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 ` 11,963 and ` 15,390 for the years ended March 31, 2020 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, 2020 and 2019 was ` 2.05 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 ` 56,391 and ` 52,488 as at March 31, 2020 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. 29. Foreign currency translation reserve The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized 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 business 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 As at March 31, 2020 ` 14,048 March 31, 2019 ` 15,639 ` 7,933 ` 2,906 - - - ` 7,933 ` 21,981 (4,131) (79) (287) ` (1,591) ` 14,048 260 Annual Report 2019-20 30. 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, 2020 ` 97,223 5,833,384,018 ` 16.67 March 31, 2019 ` 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. 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 31. Employee stock option Year ended March 31, 2020 ` 97,223 5,833,384,018 14,439,221 5,847,823,239 ` 16.63 March 31, 2019 ` 90,037 6,007,376,837 14,927,530 6,022,304,367 ` 14.95 The stock compensation expense recognized for employee services received during the Year ended March 31, 2020 and 2019 were ` 1,262 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 held22,746,081and 27,353,853treasury shares as atMarch 31, 2020 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) * 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 two to four 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 RSU Option Plans isperpetual until the options are available for grant under the plan. ** The maximum contractual term for these Stock Option Plans isup to May 29, 2023, until the options are available for grant under the plan. *** The maximum contractual term for these Stock Option Plans isup to July 26, 2020, until the options are available for grant under the plan. 261 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited The activity in these stock option plans is summarized below: Particulars Range of exercise price Outstanding at the beginning of the year Bonus on outstanding (Refer Note 34) Granted* Exercised Modification to Cash Settled RSU’s ** Forfeited and expired Outstanding at the end of the year Exercisable at the end of the year ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 March 31, 2020 March 31, 2019 Year ended Number Weighted Average Exercise Price Number Weighted Average Exercise Price 17,607,463 14,446,790 - - 5,662,500 5,341,000 (4,610,572) (2,496,125) - (5,681,966) (3,065,201) (3,755,159) 15,594,190 7,854,540 1,502,957 1,212,560 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 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 ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 - - ` 2 US $ 0.03 ` 2 US $ 0.03 ` 2 US $ 0.03 As at March 31, 2020, 4,721,388 units (net of units that were exercised or Lapsed and Forfeited) of Cash Settled RSUs were outstanding which include 63,999 exercisable units. The carrying value of liability towards Cash Settled RSU’s outstanding was ` 496 which includes ` 15 towards exercisable units as at March 31, 2020. * Includes 2,461,500 and 1,567,000 Performance based stock options (RSU) during the year ended March 31, 2020 and 2019,respectively. 2,524,600 and 1,673,000 Performance based stock options (ADS) during the year ended March 31, 2020 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). ** Restricted Stock Units arrangement that were modified during the year ended March 31, 2020 Pursuant to the Securities Exchange Board of India (SEBI) circular dated October 10, 2019 prohibiting issuance of depository receipts by listed companies to Non-Resident Indians (NRIs), the Board Governance, Nomination and Compensation Committee in November, 2019 approved cash pay out to its NRI employees in lieu of shares and upon exercise of vested ADS RSU under the Company’s WARSUP 2004 Plan, based on prevailing market price of ADS on the date of exercise. This change was accounted for as a modification and the fair value on the date of modification of ` 561 has been recognized as financial liability with a corresponding adjustment to equity. The following table summarizes information about outstanding stock options and restricted stock unit option plan: Range of exercise price Numbers 2020 Weighted Average Remaining life (months) Year ended March 31, 2019 Weighted Average Exercise Price Numbers Weighted Average Remaining life (months) Weighted Average Exercise Price ` 2 US $ 0.03 15,594,190 7,854,540 23 23 ` 2 US $ 0.03 17,607,463 14,446,790 24 26 ` 2 US $ 0.03 The weighted-average grant-date fair value of options granted during the year ended March 31, 2020 and 2019 was ` 260.65 and ` 349.81 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2020 and 2019 was ` 267.04 and ` 325.85 for each option, respectively. 262 Annual Report 2019-20 32. 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: 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 33. Assets taken on lease Minimum lease payments Present value of minimum lease payments As at March 31, 2020 March 31, 2019 March 31, 2020 March 31, 2019 ` 2,986 2,473 - ` 5,459 (289) ` 5,170 ` 1,742 1,813 44 ` 3,599 (187) ` 3,412 ` 2,811 2,359 - ` 5,170 - ` 5,170 ` 1,618 1,752 42 ` 3,412 - ` 3,412 ` 2,359 ` 2,811 ` 1,794 ` 1,618 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 at March 31, 2019: 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 Obligation under finance lease Included in the consolidated balance sheet as follows: Non-current Current Minimum lease payments Present value of minimum lease payments As at March 31, 2019 ` 1,555 506 - ` 2,061 (59) ` 2,002 ` 1,506 496 - ` 2,002 - ` 2,002 ` 496 ` 1,506 Operating leases: Until March 31, 2019, prior to adoption of Ind AS116, the Company had taken office, vehicles and IT equipment under cancellable and non-cancellable operating lease agreements that were renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extended up to a maximum of fifteen years from their respective dates of inception and some of these lease agreements had price escalation clause. Rental payments under operating leases was ` 6,490 for the year ended March 31, 2019. 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 As at March 31, 2019 ` 7,006 11,106 1,629 ` 19,741 263 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 34. 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 years ended March 31, 2020 and 2019, respectively, including an interim dividend of ` 1 and ` 1 for the year ended March 31, 2020 and 2019, respectively. During the year ended March 31, 2020, the Company has concluded the buyback of 323,076,923 equity shares as approved by the Board of Directors on April 16, 2019. This has resulted in a total cash outflow of ` 105,000. In line with the requirement of the Companies Act 2013, an amount of ` 105,000 has been utilized from retained earnings respectively. Further, capital redemption reserve (included in other reserves) of ` 646 (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 ` 646. 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 The capital structure as of March 31, 2020 and 2019 was as follows: Equity attributable to the equity shareholders of the Company (A) As percentage of total capital Current borrowings* Non-current borrowings Lease liabilities Total borrowings and lease liabilities (B) As percentage of total capital Total capital (A) + (B) 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 reserve, securities premium reserve and retained earnings to the share capital. 35. 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’s focus is on keeping a 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. March 31, 2020 ` 553,217 85% 73,202 4,840 19,198 ` 97,240 15% ` 650,457 As at March 31, 2019 ` 564,226 85% 71,099 28,368 - ` 99,467 15% ` 663,693 % Change (1.95)% (2.24)% (1.99)% * Includes current obligations under borrowings classified under “Other current financial liabilities” Borrowings represents 15 % and 15% of total capital as of March 31, 2020 and 2019, respectively. The Company is not subjected to any externally imposed capital requirements. 36. Commitments and contingencies Capital commitments: As at March 31, 2020 and 2019 the Company had committed to spend approximately ` 14,011 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, 2020 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 ` 18,655 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 the year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at Bengaluru. The same issue was repeated in the successive assessments for the years ended 264 Annual Report 2019-20 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 before the Supreme Court of India for the years 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 Income Tax Act, 1961. 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 allowed the claim of the Company under section 10A of the Income Tax Act, 1961. The Income tax authorities have filed an appeal before the Hon’ble ITAT. 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 ` 8,033 and ` 8,477 as of March 31, 2020 and March 31, 2019, respectively. However, the resolution of these disputed demands is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The Hon’ble Supreme Court of India, through a ruling in February 2019, provided interpretation on the components of Salary on which the Company and its employees are to contribute towards Provident Fund under the Employee’s Provident Fund Act. Based on the current evaluation, the Company believes it is not probable that certain components of Salary paid by the Company will be subject to contribution towards Provident Fund due to the Supreme Court order. The Company will continue to monitor and evaluate its position based on future events and developments. 37. Segment information For the 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. The Company is organized into the following operating segments: IT Services, IT Products and India State Run Enterprise services segment (“ISRE”). IT Services: The IT Services segment primarily consists of IT Service offerings to customers organized by industry verticals. For the 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 the year ended March 31, 2015, the Company received the final assessment order in October 2019 with an estimated demand of ` 1,347 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed an appeal before the Hon’ble ITAT, Bengaluru within the prescribed timelines. For the year ended March 31, 2016, the Company received the draft assessment order in December 2019 with an estimated demand of ` 704 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed the objections before the Dispute Resolution Panel (Bengaluru) within the prescribed timelines. For the year ended March 31, 2007 to year ended March 31, 2012, the Company has received a tax demand of ` 227 (including ` 102 interest) for non-deduction of tax at source on some payments. The Company has already deposited the demand under protest. The Company received order issued by ITAT, Bengaluru rejecting the Company’s appeal. The Company has filed an appeal against the order with the Hon’ble High Court of Karnataka within the prescribed timelines. The Company has received a favorable order on this issue from the Hon’ble High Court of Karnataka for the earlier years. The industry verticals are as follows: Banking, Financial Services and Insurance (“BFSI”), Health Business unit (“Health BU”), Consumer Business unit (“CBU”), Energy, Natural Resources & Utilities (“ENU”), Manufacturing (“MFG”), Technology (“TECH”) and Communications (“COMM”). Key service offerings to customers include 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. 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. ISRE:During the year ended March 31, 2019, the Company has organized ISRE as a separate segment, which was part of IT Services segment. This segment consists of IT Services offerings to entities or departments owned or controlled by Government of India and/ or any State Governments. The Chairman 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. Income tax demands against the Company amounting to ` 77,873 and ` 66,441 are not acknowledged as debt as at March 31, 2020 and March 31, 2019, respectively. 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 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. 265 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 0 6 0 9 8 5 , ` ) 9 4 ( ` 4 4 5 8 , ` 2 1 3 2 1 , ` 3 5 2 , 8 6 5 ` 0 8 6 2 3 , ` 6 9 4 6 4 , ` 1 9 5 6 7 , ` 0 3 8 2 7 , ` 3 1 3 9 8 , ` l a t o T g n i l i c n o c e R s m e t I E R S I T I s t c u d o r P s e c i v r e S T I l a t o T M M O C G F M H C E T U N E U B C U B h t l a e H I S F B 1 0 4 3 1 6 , ` ) 0 5 ( ` 0 0 4 8 , ` 0 1 0 1 1 , ` 1 4 0 , 4 9 5 ` 0 4 8 3 3 , ` 8 5 1 8 4 , ` 5 9 8 5 7 , ` 3 4 4 6 7 , ` 8 0 0 7 9 , ` 0 4 2 8 7 , ` , 7 5 4 4 8 1 ` e u n e v e R 4 4 1 1 , - - 4 4 1 , 1 - - - - - - - e m o c n i g n i t a r e p o r e h t O : s w o l l o f s a s i 0 2 0 2 , 1 3 h c r a M d e d n e r a e y e h t r o f t n e m g e s e l b a t r o p e r n o n o i t a m r o f n I 9 2 ) 8 2 3 7 ( , 1 8 0 4 2 , 9 1 5 , 2 2 1 ` ) 1 0 8 4 2 ( , 8 1 7 , 7 9 5 5 8 0 2 , ` ` 7 7 5 2 , - - 7 7 5 2 , 7 3 7 , 5 0 1 ` 6 5 1 ` ) 2 2 8 , 1 ( ` ) 2 8 2 ( ` 5 8 6 , 7 0 1 ` 6 1 0 2 0 1 , 6 5 1 ) 2 2 8 1 ( , ) 2 8 2 ( 4 6 9 , 3 0 1 6 3 3 5 , 2 5 2 9 , 2 1 3 4 1 , 6 7 1 2 1 , 9 2 7 6 1 , 7 2 0 2 1 , 2 3 1 4 3 , f o ) s s o l ( / t fi o r p t e n f o e r a h S r o f d e t n u o c c a s e t a i c o s s a d o h t e m y t i u q e e h t g n i s u e m o c n i r e h t o d n a e c n a n F i n o i t a z i t r o m a , n o i t a i c e r p e D e s n e p x e t n e m r i a p m i d n a e s n e p x e x a t e m o c n I r a e y e h t r o f t fi o r P x a t e r o f e b t fi o r P l a t o T t l u s e R t n e m g e S s t s o c e c n a n F i t l u s e R t n e m g e S d e t a c o l l a n U l a t o T g n i l i c n o c e R s m e t I E R S I s t c u d o r P T I l a t o T M M O C G F M H C E T U N E U B C U B h t l a e H I S F B s e c i v r e S T I : s w o l l o f s a s i 9 1 0 2 , 1 3 h c r a M d e d n e r a e y e h t r o f t n e m g e s e l b a t r o p e r n o n o i t a m r o f n I 266 ) 5 7 3 7 ( , 3 2 9 2 2 , ) 3 4 ( 2 2 4 , 5 1 1 ` ) 3 4 2 5 2 ( , 9 7 1 , 0 9 7 6 4 9 1 , ` ` 4 4 3 4 , 1 3 4 2 9 , 2 4 1 3 , - - 0 9 2 - - - - ) 9 2 8 1 ( , ) 7 4 0 1 ( , 4 4 3 , 4 7 1 0 , 5 9 2 4 1 3 , 7 1 9 , 9 9 ` 0 9 2 ` ) 9 2 8 , 1 ( ` ) 7 4 0 , 1 ( ` 3 0 5 , 2 0 1 ` - 6 9 3 4 , - 7 2 3 8 , - - - 6 1 9 5 1 , 1 8 0 7 , 8 2 8 6 1 , 8 3 6 8 , 1 3 8 3 3 , f o ) s s o l ( / t fi o r p t e n f o e r a h S r o f d e t n u o c c a s e t a i c o s s a d o h t e m y t i u q e e h t g n i s u e m o c n i r e h t o d n a e c n a n F i n o i t a z i t r o m a , n o i t a i c e r p e D e s n e p x e t n e m r i a p m i d n a e s n e p x e x a t e m o c n I r a e y e h t r o f t fi o r P x a t e r o f e b t fi o r P l a t o T t l u s e R t n e m g e S s t s o c e c n a n F i t l u s e R t n e m g e S d e t a c o l l a n U - ` 1 8 0 5 7 , 2 6 2 5 7 1 , ` e u n e v e R - e m o c n i g n i t a r e p o r e h t O Annual Report 2019-20 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 Year ended March 31, 2020 ` 30,158 352,319 144,876 86,048 ` 613,401 March 31, 2019 ` 30,999 325,432 147,074 85,555 ` 589,060 No customer individually accounted for more than 10% of the revenues during the year ended March 31, 2020 and 2019. 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) Revenue from sale of Company owned Intellectual Properties is reported as a part of IT Services revenues. d) For the purpose of segment reporting, the Company has included the impact of foreign exchange gains of ` 3,169 and ` 3,215 for the year ended March 31, 2020 and 2019, respectively, net, in revenues (which is reported as a part of ‘Other income’ in the consolidated statement of profit and loss). e) For evaluating performance of the individual 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. f) 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. g) Other Operating income of ` 1,144 and ` 4,344 for the year ended March 31, 2020 and 2019, respectively, is included as a part of IT Services segment results. 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 paid to National Grid on settlement of a legal claim against the Company. i) j) Segment results for Health BU industry vertical for the year ended March 31, 2019, is after considering the impact of impairment charges on certain software platform and intangible assets recognized on acquisitions amounting to ` 2,318. Segment results of IT Services segment are after recognition of share-based compensation expense ` 1,229 and ` 1,841 for the year ended March 31, 2020 and 2019, respectively. The share-based compensation expense pertaining to other segments is not material. 267 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 38. Related party relationship and transactions List of subsidiaries and associates as of March 31, 2020 are provided in the table below: Subsidiaries Subsidiaries Subsidiaries Wipro, LLC Wipro Gallagher Solutions, LLC Wipro Insurance Solutions, LLC Wipro IT Services, LLC Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (UK) Limited Designit A/S Wipro IT Services SE (formerly Wipro Cyprus SE) Wipro Europe Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. 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. 268 Opus Capital Markets Consultants, LLC Wipro Promax Analytics Solutions Americas, LLC HealthPlan Services, Inc. ** Appirio, Inc. ** Cooper Software, Inc. Infocrossing, LLC Wipro US Foundation International TechneGroup Incorporated ** Rational Interaction, Inc. ** Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Designit Spain Digital, S.L. ** Wipro UK Limited Wipro Holdings Investment Korlátolt Felelosségu Társaság Women’s Business Park Technologies Limited * Wipro Technologies Nigeria Limited Wipro Portugal S.A. ** Wipro Technologies Limited Wipro Technology Chile SPA Wipro Solutions Canada Limited Country of Incorporation USA USA USA USA USA USA USA USA USA USA USA USA USA India Japan China India India U.K. Denmark Denmark Germany Norway Sweden Israel Japan Spain U.K. U.K. U.K. Romania U.K. Qatar Mexico Philippines Hungary Hungary Egypt Saudi Arabia Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Ukraine Netherlands Portugal Russia Chile Canada Annual Report 2019-20 Country of Incorporation Kazakhstan Costa Rica Ireland Venezuela Peru Brazil Brazil Argentina Romania Indonesia Thailand Bahrain Sultanate of Oman Iraq Singapore China Malaysia China Bangladesh India Subsidiaries 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 Brasil Servicos de Tecnologia S.A. Wipro do Brasil Technologia Ltda ** Wipro Technologies SA 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 Wipro (Dalian) Limited Wipro Technologies SDN BHD Wipro Networks Pte Limited Wipro Chengdu 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. 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 and Wipro Foundation in India ** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit Spain Digital, S.L, HealthPlan Services, Inc, Appirio, Inc, International TechneGroup Incorporated and Rational Interaction, Inc. are as follows: Subsidiaries Subsidiaries Subsidiaries Wipro Portugal S.A. Wipro Technologies GmbH Cellent GmbH Cellent GmbH Wipro do Brasil Technologia Ltda Designit Spain Digital, S.L. HealthPlan Services, Inc. International TechneGroup Incorporated Appirio, Inc. Rational Interaction, Inc. Wipro Do Brasil Sistemetas De Informatica Ltd Designit Colombia S A S Designit Peru SAC HealthPlan Services Insurance Agency, LLC International TechneGroup Ltd. ITI Proficiency Ltd International TechneGroup S.R.L. Appirio, K.K Topcoder, LLC. Appirio Ltd Rational Consulting Australia Pty Ltd Rational Interaction Limited 269 Mech Works S.R.L. Appirio Ltd (UK) Country of Incorporation Portugal Germany Germany Austria Brazil Brazil Spain Colombia Peru USA USA USA U.K. Israel Italy Italy USA Japan USA Ireland U.K. USA Australia Ireland Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited As at March 31, 2020 the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management, LLC, 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 Key management personnel Rishad A Premji Abidali Z Neemuchwala Azim H. Premji N Vaghul Dr. Ashok S. Ganguly William Arthur Owens M.K. Sharma Ireena Vittal Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya Jatin Pravinchandra Dalal M. Sanaulla Khan 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 Chairman (i) Chief Executive Officer and Managing Director (ii) Non-Executive Non-Independent Director (iii) Non-Executive Director (iv) Non-Executive Director (iv) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (v) Chief Financial Officer Company Secretary (i) Effective July 31, 2019, Mr. Rishad A. Premji was appointed as Whole-Time Director (designated as Chairman by the Board of Directors of the Company). (ii) Effective July 31, 2019, Mr. Abidali Z Neemuchwala was designated and appointed as Managing Director in addition to his existing position as Chief Executive Officer. On January 31, 2020, the Company announced that Mr. Abidali Z Neemuchwala has decided to step down from the position of Chief Executive Officer and Managing Director due to family commitments and he will continue to hold the office of Chief Executive Officer and Managing Director, until a successor is appointed, for a smooth transition and to ensure that business continues as usual. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of day on June 1, 2020. (iii) On July 30, 2019, Mr. Azim H. Premji retired as Executive Chairman and Managing Director and was appointed as Non-Executive Non-Independent Director with effect from July 31, 2019. (iv) Mr. N. Vaghul and Dr. Ashok S. Ganguly retired as Non- Executive Director with effect from July 31, 2019. (v) Ms. Arundhati Bhattacharya was appointed as Non-Executive Director with effect from January 1, 2019. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from close of business hours on June 30, 2020. Relatives of key management personnel: - Yasmeen A Premji - Tariq A Premji 270 Annual Report 2019-20 The 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 Key Management Personnel March 31, 2020 ` 43 741 3,987 69,392 45 2 119 March 31, 2019 March 31, 2020 March 31, 2019 ` 102 240 3,171 - 43 8 63 ` - - 243 4,076 - 9 - ` - - 191 - - 5 - ` - - ` - - ` 369 178 ` 356 174 ` 94 ` 23 ` 132 ` 8 ` - ` 167 ` - ` 156 * 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 RSU granted to the personnel, which vest over a period of time. Other benefits include share-based compensation ` 170 and ` 166 for the year ended March 31, 2020 and 2019, respectively. The following are the significant related party transactions during the year ended March 31, 2020 and 2019: Asset purchased/ capitalized 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 H. Premji Buyback of shares Hasham Traders Prazim Traders Zash Traders Azim Premji Trust Azim H. Premji Rental income Wipro Enterprises (P) Limited Remuneration paid to key management personnel Azim H. Premji* Abidali Z Neemuchwala Rishad A Premji Jatin Pravinchandra Dalal M. Sanaulla Khan Year ended March 31, 2020 March 31, 2019 ` 741 ` 240 ` 43 ` 102 ` 939 1,127 1,143 757 237 ` 16,338 19,617 19,890 13,179 3,986 ` 742 891 903 618 187 ` - - - - - ` 45 ` 42 ` 15 323 52 44 15 ` 18 273 68 61 16 * This includes sitting fees and commission paid as non-independent and non-executive director effective July 31, 2019. 271 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 39. Corporate Social Responsibility a. Gross amount required to be spent by the Company during the year ` 1,690 (March 31, 2019: ` 1,783). 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 In Cash For the year ended March 31, 2020 Yet to be paid in Cash ` - 82 ` 82 ` - 1,777 ` 1,777 In Cash For the year ended March 31, 2019 Yet to be paid in Cash ` - 380 ` 380 ` - 1,482 ` 1,482 Total ` - 1,859 ` 1,859 Total ` - 1,862 ` 1,862 40. Additional information pursuant to para 2 of general instructions for the preparation of consolidated financial statements Name of the Subsidiary 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 Appirio Ltd Appirio Ltd (UK) Appirio, Inc. Appirio, K.K Cellent GmbH Cellent GmbH Cooper Software, Inc. Designit A/S Designit Colombia S A S Designit Denmark A/S Designit Germany GmbH Designit Oslo A/S Designit Peru SAC Designit Spain Digital, S.L Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. HealthPlan Services Insurance Agency, LLC HealthPlan Services, Inc. Infocrossing, LLC International TechneGroup Incorporated International TechneGroup Ltd. International TechneGroup S.R.L. ITI Proficiency Ltd Mech Works S.R.L. 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 ` 74.4% ` 465,540 98.8% ` 86,799 110.6% ` (4,312) 98.4% ` 82,487 - 0.0% 0.0% 0.8% 0.0% (0.1)% 0.8% (0.0)% 0.2% 0.1% (0.1)% 0.1% (0.0)% 0.1% (0.1)% 0.0% (0.0)% 0.0% (0.0)% 0.0% (0.0)% 0.0% 0.1% (0.7)% 0.1% 0.0% 0.0% (0.0)% 0.0% ` - 46 145 5,304 ` 45 (543) 4,937 (224) 1,388 579 (323) 769 (28) 489 (379) 59 (45) 12 (205) 161 (61) 183 560 (4,564) 666 99 210 (283) 103 - 0.0% 0.0% 1.1% 0.0% (0.1)% 0.0% 0.0% (0.1)% 0.2% (0.3)% (0.2)% (0.0)% (0.2)% (0.2)% 0.0% (0.0)% (0.0)% (0.2)% 0.0% 0.0% 0.1% 0.6% 1.6% (0.1)% (0.0)% - (0.0)% 0.0% ` - 3 19 970 `20 (85) 4 4 (45) 140 (275) (202) (24) (210) (175) 14 (16) (25) (194) 5 4 129 536 1,373 (103) (6) - (17) 42 - - - 0.9% (0.1)% 0.4% (9.1)% 0.6% (3.3)% (0.9)% 0.5% (12.4)% (0.1)% (1.0)% 0.5% 0.2% 0.1% (0.0)% 0.1% (0.4)% 0.2% (0.3)% (1.8)% (4.5)% (0.6)% (0.2)% 0.2% 0.3% (0.2)% ` - - - (35) ` 3 (17) 354 (23) 128 36 (21) 483 4 38 (21) (6) (2) 1 (2) 16 (6) 13 72 174 25 7 (7) (12) 6 - 0.0% 0.0% 1.1% 0.0% (0.1)% 0.4% (0.0)% 0.1% 0.2% (0.4)% 0.3% (0.0)% (0.2)% (0.2)% 0.0% (0.0)% (0.0)% (0.2)% 0.0% (0.0)% 0.2% 0.7% 1.8% (0.1)% 0.0% (0.0)% (0.0)% 0.1% ` - 3 19 935 `23 (102) 358 (19) 83 176 (296) 281 (20) (172) (196) 8 (18) (24) (196) 21 (2) 142 608 1,547 (78) 1 (7) (29) 48 272 Annual Report 2019-20 Name of the Subsidiary Opus Capital Markets Consultants, LLC PT. WT Indonesia Rainbow Software LLC Rational Consulting Australia Pty Ltd Rational Interaction Limited Rational Interaction, Inc. Topcoder, LLC. Wipro (Dalian) Limited Wipro (Thailand) Co. Limited Wipro Arabia Co. Limited Wipro Bahrain Limited Co. S.P.C Wipro Chengdu Limited Wipro Corporate Technologies Ghana Limited Wipro do Brasil Servicos de Tecnologia S.A. Wipro Do Brasil Sistemetas De Informatica Ltd Wipro do Brasil Technologia Ltda Wipro Doha LLC Wipro Europe Limited Wipro Financial Services UK Limited Wipro Gallagher Solutions, LLC Wipro Gulf LLC Wipro Holdings (UK) Limited Wipro Holdings Hungary Korlátolt Felelosségu Társaság Wipro Holdings Investment Korlátolt Felelosségu Társaság Wipro Information Technology Egypt SAE Wipro Information Technology Kazakhstan LLP Wipro Information Technology Netherlands BV. Wipro Insurance Solutions, LLC Wipro IT Service Ukraine, LLC Wipro IT Services Bangladesh Limited Wipro IT Services Poland SP Z.O.O Wipro IT Services S.R.L. Wipro IT Services SE Wipro IT Services, LLC Wipro Japan KK Wipro Networks Pte Limited Wipro Outsourcing Services (Ireland) Limited Wipro Philippines, Inc. Wipro Poland SP Z.O.O Wipro Portugal S.A. Wipro Promax Analytics Solutions Americas, LLC Wipro SA Broad based Ownership Scheme SPV(RF)(Pty) Ltd. Wipro SA Broad based Ownership Scheme Trust Wipro Shanghai Limited Wipro Solutions Canada Limited Net Asset Share in Profit or Loss Share in Other comprehensive income Share in total comprehensive income As % of total 0.0% 0.2% (0.0)% (0.0)% 0.0% 0.0% (0.1)% 0.1% 0.1% 1.0% 0.1% 0.2% 0.0% 0.1% 0.0% 0.3% 0.0% 0.0% (0.0)% 0.7% 0.2% 0.3% Amount in ` 212 1,060 (6) (15) 22 61 (437) 808 503 6,306 565 1,500 33 351 2 1,749 266 58 (47) 4,128 1,396 1,698 As % of total (0.2)% 0.3% (0.0)% (0.0)% 0.0% 0.0% (0.4)% 0.2% 0.1% 2.2% 0.0% 0.5% 0.0% 0.2% 0.0% 0.1% (0.2)% 0.0% (0.0)% 0.4% 0.4% (0.9)% Amount in ` (189) 265 (1) (2) 1 15 (371) 208 61 1,909 25 414 1 196 37 59 (148) 2 (5) 336 391 (801) As % of total (0.6)% 1.5% 0.0% (0.0)% (0.0)% (0.1)% 0.7% (0.7)% (0.6)% (13.1)% (1.1)% (1.4)% (0.0)% 1.8% - 9.7% (1.6)% - 0.0% (2.8)% (1.8)% (1.5)% Amount in ` As % of total Amount in ` (167) 206 (2) (1) 2 18 (400) 237 85 2,420 68 468 2 124 37 (320) (86) 2 (6) 446 462 (743) (0.2)% 0.2% (0.0)% (0.0)% 0.0% 0.0% (0.5)% 0.3% 0.1% 2.9% 0.1% 0.6% 0.0% 0.1% 0.0% (0.4)% (0.1)% 0.0% (0.0)% 0.5% 0.5% (0.9)% 22 (59) (1) 1 1 3 (29) 29 24 511 43 54 1 (72) - (379) 62 - (1) 110 71 58 6.0% 4.3% (0.0)% (0.0)% 0.6% 0.0% 0.0% 0.1% 0.1% 0.0% 3.7% 1.5% 0.1% 0.3% 0.0% 2.3% 0.1% 0.6% (0.1)% 0.1% 0.0% 0.1% (0.6)% 37,530 26,673 (136) (13) 3,629 176 1 609 901 21 23,496 9,099 700 1,752 250 14,436 414 3,847 (428) 775 206 429 (3,668) 1.3% 3.0% 0.0% 0.0% 0.1% 0.0% (0.0)% 0.1% 0.4% 0.1% 1.2% (7.4)% 0.0% (0.0)% 0.0% 4.8% 0.0% 0.0% 0.0% - - 0.0% 1.4% 1,153 2,617 10 5 50 25 (1) 88 373 47 1,026 (6,501) 29 (6) 29 4,185 19 26 23 - - 27 1,190 - - 0.6% (0.0)% 0.4% (0.4)% - (1.2)% (0.0)% - - 37.7% (1.8)% (1.9)% (0.4)% (38.7)% (0.1)% (4.5)% 0.9% - (1.8)% (0.4)% 3.6% - - (24) 1 (15) 14 - 46 1 - - (1,473) 70 75 15 1,509 3 177 (37) - 72 14 (140) 1.4% 3.1% (0.0)% 0.0% 0.0% 0.0% (0.0)% 0.2% 0.4% 0.1% 1.2% (9.5)% 0.1% 0.1% 0.1% 6.8% 0.0% 0.2% (0.0)% - 0.1% 0.0% 1.2% 1,153 2,617 (14) 6 35 39 (1) 134 374 47 1,026 (7,974) 99 69 44 5,694 22 203 (14) - 72 41 1,050 273 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Name of the Subsidiary Wipro Technologies Australia Pty Ltd Wipro Technologies GmbH Wipro Technologies Limited Wipro Technologies Nigeria Limited Wipro Technologies Peru S.A.C. Wipro Technologies S.R.L. Wipro Technologies SA Wipro Technologies SA DE CV Wipro Technologies SDN BHD Wipro Technologies South Africa (Proprietary) Limited Wipro Technologies VZ, C.A. Wipro Technologies W.T. Sociedad Anonima Wipro Technology Chile SPA Wipro UK Limited Wipro, LLC Women’s Business Park Technologies Limited Trusts Wipro Equity Reward Trust Wipro Foundation Total Non-controlling interest Adjustment arising out of consolidation Grand Total Net Asset Share in Profit or Loss Share in Other comprehensive income Share in total comprehensive income As % of total (0.0)% (0.1)% 0.0% 0.0% 0.0% Amount in ` (240) (916) 210 122 160 As % of total 0.2% 0.6% 0.0% 0.1% 0.1% Amount in ` As % of total (0.5)% 35.7% 0.6% (0.1)% (0.2)% 208 541 31 118 57 Amount in ` As % of total Amount in ` 227 (852) 8 120 64 19 (1,393) (23) 2 7 0.3% (1.0)% 0.0% 0.1% 0.1% 0.1% 0.0% 0.0% 0.0% 0.1% (0.0)% (0.1)% 0.0% 0.0% 1.7% (0.0)% 0.2% (0.0)% 100% 598 212 2 5 538 (2) (684) 10 159 10,355 (32) ` 1,293 (5) ` 627,337 ` (1,875) (72,245) ` 553,217 (0.3)% 0.1% 0.3% (0.0)% 0.1% (0.0)% (0.2)% (0.1)% 0.0% (9.6)% (0.1)% 0.1% (0.0)% 100% (273) (0.8)% 1.6% 0.2% - 1.7% (0.3)% 1.7% 0.1% 0.4% (0.2)% - - - 100% 73 290 (1) 117 (13) (195) (79) 31 (8,413) (97) ` 72 (21) ` 87,948 ` (495) 9,770 ` 97,223 32 (62) (6) - (68) 11 (68) (3) (17) 7 - ` - - ` (3,909) ` (158) 8,166 ` 4,099 (0.3)% 0.0% 0.3% (0.0)% 0.1% (0.0)% (0.3)% (0.1)% 0.0% (10.0)% (0.1)% 0.1% (0.0)% 100% (241) 11 284 (1) 49 (2) (263) (82) 14 (8,406) (97) ` 72 (21) ` 84,039 ` (653) 17,936 ` 101,322 41. During the year ended March 31, 2019, 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. Considering the terms and conditions of the agreement, the Company has concluded that this transaction does not meet the definition of Business under Ind AS103 – Business Combinations. 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. As per our report of even date attached For and on behalf of the Board of Directors for Deloitte Haskins & Sells LLP Chartered Accountants Rishad A. Premji Chairman M. K. Sharma Director Abidali Z. Neemuchwala Chief Executive Officer & Managing Director Firm’s Registration No: 117366W/W- 100018 Vikas Bagaria Partner Membership No. 60408 Bengaluru May 29, 2020 Jatin Pravinchandra Dalal Chief Financial Officer M. Sanaulla Khan Company Secretary Bengaluru May 29, 2020 274 Annual Report 2019-20 e h t , 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 fi o t t n a u s r u P 9 1 0 2 , 1 3 r e b m e c e D / 0 2 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 fi 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 9 1 0 2 , 1 3 r e b m e c e D / 0 2 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 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 ) x a t ) k ( ) 6 1 ( - - - - - - - - - - - - - - - - - - - - - - - - - - - - t fi o r P r e t f a n o i s i v o r P r o f t fi o r P e r o f e b n o i t a x a t n o i t a x a t n o i t a x a t r e v o n r u T f o % i g n d l o H s t n e m t s e v n I 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 ) 7 ( & ) 6 ( l a t o T s t e s s A s e v r e s e R s u l p r u S & e r a h S l a t i p a c s e i r a i d i s b u S - A - t r a P ) k ( ) 5 1 ( ) 8 0 4 8 ( , 0 2 8 1 3 2 1 , 1 4 3 6 5 2 2 2 4 ) k ( ) 4 1 ( ) k ( ) 3 1 ( ) 7 6 0 8 ( , 7 8 4 1 , 2 4 2 1 , ) 5 3 3 3 ( , - ) 5 3 3 3 ( , 2 8 1 7 9 1 4 , 0 9 1 1 , 3 9 3 3 7 3 1 , ) 1 0 5 6 ( , 0 9 2 9 8 ) 1 4 ( 3 1 1 2 3 2 8 1 1 ) 4 6 2 ( 7 7 5 0 2 6 4 7 6 0 1 4 4 1 4 0 1 3 4 , 7 0 3 1 , 8 2 1 1 5 9 1 , ) 0 8 8 5 ( , 4 6 3 5 9 1 ) 8 3 ( ) 9 8 1 ( ) 3 6 2 ( ) 2 5 4 ( 6 3 3 ) 3 7 2 ( 0 0 4 1 7 3 ) 0 4 ( 1 7 1 ) 1 0 8 ( 7 1 1 1 3 2 8 6 3 ) 5 8 ( 0 5 2 0 2 6 1 2 5 3 1 ) 5 1 ( 5 7 8 9 9 8 6 0 2 2 5 7 8 6 6 ) 3 6 ( 5 2 9 3 ) 0 8 ( 0 7 4 ) 7 8 2 ( 5 7 4 8 6 4 ) 1 3 ( 9 3 2 ) 1 8 7 ( 0 7 1 8 1 3 4 3 4 5 7 ) 7 4 1 ( 1 4 2 6 3 1 ) k ( ) 2 1 ( 3 2 6 5 7 , 5 0 1 1 1 , 9 5 3 0 1 , 2 0 1 0 1 , 2 0 0 0 1 , 1 7 3 9 , 5 5 0 8 , 6 5 8 7 , 7 0 3 7 , 8 6 2 7 , 8 8 7 5 , 5 8 3 4 , 5 9 8 3 , 3 8 7 3 , 3 3 4 3 , 3 7 3 3 , 7 8 9 2 , 9 8 8 2 , 9 0 8 2 , 6 6 0 2 , 3 9 7 1 , 6 4 7 1 , 5 3 5 1 , 4 8 4 1 , 3 4 4 1 , 2 9 3 1 , 9 6 2 1 , 7 4 2 1 , ) 1 1 ( % 0 0 1 % 7 6 % 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 4 4 5 8 , ) j ( & ) i ( ) 0 1 ( - - - 2 0 3 - - - - - - - - - - - - - - - - - - - - - - 7 8 4 4 , ) j ( ) 9 ( 9 2 2 5 5 , 8 4 2 5 , 0 1 1 3 , 1 3 1 4 , 5 8 7 1 , 2 1 7 2 , 0 0 1 9 , 9 1 5 2 1 , 1 3 0 3 , 3 6 0 7 2 , 7 6 6 2 , 2 0 2 1 , 9 0 7 6 9 4 1 , 1 4 5 3 1 9 1 , 1 4 0 1 , 2 5 8 4 6 6 2 6 6 1 , 2 0 4 7 1 3 9 , 3 4 3 0 7 8 4 1 0 1 , 6 8 5 2 , 9 8 3 4 8 2 1 , ) j ( ) 8 ( 8 3 6 8 6 , 4 8 6 0 1 , 9 9 2 8 , 6 5 3 5 , 1 2 2 6 1 , 1 1 7 5 , 2 3 4 5 , 9 4 7 2 1 , 6 8 6 4 , 9 8 2 6 4 , 9 6 6 2 , 3 5 1 3 , 3 8 0 2 , 0 1 7 1 , 6 6 3 5 , 0 1 5 2 , 1 3 4 2 , 9 4 7 1 , 3 0 0 3 , 5 5 0 1 , ) j ( ) 7 ( ) j ( ) 6 ( ) 4 4 8 4 5 ( , 4 5 2 8 6 , 6 6 8 4 , 9 1 1 5 , ) 0 0 2 4 ( , 4 5 1 4 1 , 9 9 9 2 , ) 5 6 3 5 ( , ) 2 9 3 ( 5 5 6 1 , 1 7 5 0 7 5 2 4 5 , * 2 8 2 7 9 6 1 , * 2 2 6 ) 3 7 7 9 4 ( , 9 9 9 8 6 , ) 3 3 6 ( 5 9 4 1 , 8 2 9 8 3 1 4 9 0 1 , 2 1 4 1 6 3 1 , 7 9 8 ) 0 5 3 ( 0 3 1 5 3 6 5 5 4 6 4 4 6 7 9 2 * 5 8 1 1 3 7 3 , 2 6 2 1 9 6 1 , 9 1 5 1 1 , ) 3 1 2 5 ( , 6 1 4 7 , 8 3 9 4 1 5 5 3 4 1 , 4 8 1 2 , 1 7 4 7 0 8 6 , 1 4 1 1 , 7 9 0 1 , 9 2 0 1 , 4 2 9 ) 3 4 5 ( 8 9 3 2 , 1 1 2 ) 6 8 1 ( 2 2 2 6 1 9 3 * 3 2 8 1 , * 1 4 5 e g n a h c x E n o s a e t a r h c r a M / 0 2 0 2 , 1 3 r e b m e c e D 9 1 0 2 , 1 3 ) 5 ( 6 7 9 1 1 1 7 1 6 7 3 5 3 8 6 7 6 7 3 8 1 3 8 6 7 6 7 7 1 6 9 1 8 1 6 7 8 1 3 9 4 5 0 0 0 . 0 1 3 9 3 8 0 1 6 4 g n i t r o p e R y c n e r r u C g n i t r o p e R d o i r e p f o e t a D i e h t g n m o c e b / y r a i d i s b u s n o i t i s i u q c a y r a i d i s b u S e h t f o e m a N . r S . o N ) 4 ( D S U R A S R N I D S U P H P D S U D A C R U E D S U D S U N X M L R B R U E D S U D S U N O R R M O N L P D S U L R B P B G R A Z R D I Y N C P B G R U E Y N C D U A ) 3 ( ) 2 ( 0 2 - r a M - 1 3 8 9 - l u J - 7 0 9 1 - c e D - 1 3 7 0 - n u J - 9 1 0 2 - r a M - 1 3 8 1 - g u A - 1 3 9 1 - c e D - 1 3 6 1 - b e F - 9 2 0 2 - r a M - 1 3 7 0 - t c O - 6 1 0 2 - r a M - 1 3 6 1 - v o N - 3 2 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 c n I , s e c i v r e S n a p h t l a e H l d e t i m L i d e t i m L i ) 1 ( . i o C a b a r A o r p W 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 . c n I o i r i p p A 0 2 - r a M - 1 3 4 1 - g u A - 6 1 d e t i i m L a d a n a C s n o i t u l o S o r p W i 0 2 - r a M - 1 3 6 0 - n u J - 0 3 0 2 - r a M - 1 3 7 0 - p e S - 0 2 0 2 - r a M - 1 3 5 1 - r p A - 6 0 0 2 - r a M - 1 3 7 0 - n u J - 3 1 9 1 - c e D - 1 3 1 0 - y a M - 9 2 0 2 - r a M - 1 3 6 1 - n a J - 5 1 i H b m G s e g o l o n h c e T o r p W i C L L , s e c i v r e S T I o r p W i C L L , g n i s s o r c o f n I i V C E D A S s e g o l o n h c e T o r p W i i a d t L a 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 t n e l l e C 0 2 - r a M - 1 3 4 1 - n a J - 4 1 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 0 2 - r a M - 1 3 8 0 - l u J - 1 0 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 0 2 - r a M - 1 3 6 0 - g u A - 7 1 0 2 - r a M - 1 3 1 1 - n u J - 1 0 0 2 - r a M - 1 3 2 1 - r p A - 6 0 . . 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 C L L f l u G o r p W i i . . L R S s e g o l o n h c e T o r p W i 0 2 - r a M - 1 3 9 9 - c e D - 5 1 d e t i i m L e t P s k r o w t e N o r p W i 9 1 - c e D - 1 3 7 1 - r p A - 0 1 e d s o c i v r e S l i s a r B o d o r p W i i . A S a g o l o n c e T 0 2 - r a M - 1 3 2 0 - c e D - 9 0 d e t i i m L ) K U i ( s g n d l o H o r p W i 0 2 - r a M - 1 3 0 1 - v o N - 2 0 0 2 - r a M - 1 3 9 0 - l u J - 4 2 9 1 - c e D - 1 3 8 0 - t c O - 3 1 0 2 - r a M - 1 3 6 1 - v o N - 3 2 i a c i r f A h t u o S s e g o l o n h c e T o r p W i d e t i i m L ) y r a t e i r p o r P ( a i s e n o d n I T W T P d e t i i m L u d g n e h C o r p W i ) K U ( . d t L o i r i p p A 0 2 - r a M - 1 3 6 0 - n u J - 0 3 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 V B s d n a l r e h t e N 9 1 - c e D - 1 3 5 1 - c e D - 5 2 d e t i i m L ) n a i l a D ( o r p W i 0 2 - r a M - 1 3 2 1 - r p A - 0 3 d t L y t P a i l i a r t s u A s e g o l o n h c e T o r p W i 1 2 3 4 5 6 7 8 9 0 1 1 1 2 1 3 1 4 1 5 1 6 1 7 1 8 1 9 1 0 2 1 2 2 2 3 2 4 2 5 2 6 2 7 2 8 2 275 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited t fi o r P r e t f a n o i s i v o r P r o f t fi o r P e r o f e b n o i t a x a t n o i t a x a t n o i t a x a t r e v o n r u T f o % i g n d l o H s t n e m t s e v n I 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 ) 7 ( & ) 6 ( l a t o T s t e s s A s e v r e s e R s u l p r u S & e r a h S l a t i p a c ) j ( & ) i ( ) j ( ) j ( ) j ( 2 6 8 3 1 , 9 5 3 7 3 , 6 8 4 3 2 , 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 ) x a t ) k ( - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) k ( 6 2 0 1 , 8 3 1 ) k ( 4 2 1 6 4 3 2 ) 7 4 1 ( ) 5 7 2 ( ) 1 7 3 ( ) 3 0 1 ( 7 5 5 1 7 1 3 5 3 2 3 ) 5 ( * 2 3 1 - - - 3 2 2 ) 9 7 2 1 ( , ) 0 1 ( 4 2 ) 4 9 1 ( 5 2 5 1 ) 9 7 ( ) 3 3 ( 8 1 1 2 1 1 4 7 2 7 5 5 3 ) 5 9 1 ( ) 9 7 1 ( 7 4 ) 3 ( 0 1 ) 8 2 ( 5 2 ) 6 ( 3 1 7 - - 7 * ) 8 ( 9 - 2 0 2 3 7 * - 9 4 ) 6 ( * ) 6 ( ) 1 ( 7 ) k ( 4 6 1 1 , 9 5 1 8 7 7 1 ) 7 4 1 ( ) 3 4 1 ( ) 1 7 3 ( ) 3 0 1 ( 7 5 8 1 9 3 3 1 3 ) 4 9 1 ( ) 9 8 2 1 ( , 5 2 2 2 ) 9 7 ( ) 1 4 ( 8 2 1 2 1 1 7 8 4 0 6 2 4 ) 5 9 1 ( 7 5 ) 9 7 1 ( * 4 ) 8 2 ( 9 1 ) 8 ( 0 2 ) k ( 9 1 2 1 , 5 7 0 1 , 0 3 9 2 9 8 7 6 8 7 3 8 2 1 8 8 8 6 5 6 6 8 0 6 2 3 5 0 0 5 4 9 4 7 5 4 1 1 4 0 7 3 0 7 3 4 6 3 0 6 3 9 5 3 1 3 3 2 1 3 4 0 3 3 3 2 5 1 2 3 1 2 7 9 1 3 8 1 8 5 1 2 5 1 8 4 1 2 3 1 7 2 1 9 1 1 % 0 0 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 % 0 0 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 0 2 3 3 2 2 7 5 7 9 3 4 7 3 1 , 1 9 4 9 0 6 8 6 6 5 5 6 0 4 1 7 7 1 7 5 6 1 , 9 1 8 1 , 8 7 8 8 2 1 7 3 0 3 4 9 2 1 9 5 * 6 5 2 1 1 0 8 8 4 7 6 9 1 1 5 2 7 5 1 3 5 2 1 0 9 2 3 6 1 2 2 2 3 8 7 3 5 2 3 , 3 7 2 1 , 7 7 6 2 1 4 3 5 2 9 2 1 , 0 8 2 1 , 2 4 4 8 9 1 0 3 4 4 3 6 3 , 9 6 8 1 , 2 1 1 3 5 6 3 7 7 4 1 3 7 0 3 4 1 7 9 5 1 3 1 2 9 1 3 0 4 2 1 5 5 3 8 2 1 1 1 3 9 9 9 2 2 7 4 9 8 0 2 5 1 3 5 2 4 2 7 5 6 1 0 3 , 0 0 4 6 7 2 ) 8 7 9 ( ) 1 6 7 1 ( , 3 2 3 1 , 4 6 6 3 3 2 ) 9 1 2 ( 8 5 3 5 2 6 6 8 1 , ) 3 8 1 ( 3 3 5 5 5 1 6 ) 0 4 2 ( 3 1 9 1 1 9 5 1 7 5 1 8 5 9 1 1 6 6 2 ) 4 8 6 ( ) 3 0 4 ( 0 2 ) 1 4 ( ) 5 6 ( ) 3 5 ( 6 4 1 ) 7 8 1 ( 2 0 4 0 2 8 7 3 6 * * 1 1 1 3 3 2 * 0 1 * 1 5 2 * 3 * * 9 4 1 1 4 7 3 2 * 2 * 5 2 1 1 7 5 0 3 * 7 8 2 0 1 ) j ( 6 4 0 0 3 4 6 1 e g n a h c x E n o s a e t a r h c r a M / 0 2 0 2 , 1 3 r e b m e c e D 9 1 0 2 , 1 3 g n i t r o p e R y c n e r r u C g n i t r o p e R d o i r e p f o e t a D i e h t g n m o c e b / y r a i d i s b u s n o i t i s i u q c a y r a i d i s b u S e h t f o e m a N . r S . o N 1 3 8 3 8 1 1 2 6 7 6 7 6 7 1 1 7 3 8 1 1 3 8 7 9 9 1 6 7 9 0 0 . 3 8 1 7 0 2 0 . 1 2 1 2 2 2 3 1 0 . 3 8 7 1 8 1 1 2 0 0 . 6 7 3 9 8 1 R N I 0 2 - r a M - 1 3 6 0 - r p A - 7 2 y l r e m r o F ( E S s e c i v r e S T I o r p W i 9 2 ) E S s u r p y C o r p W s a n w o n k i R U E R U E Y P J R A Q D S U D S U D S U 0 2 - r a M - 1 3 6 1 - n a J - 5 1 0 2 - r a M - 1 3 6 0 - n u J - 0 3 0 2 - r a M - 1 3 8 9 - y a M - 1 0 0 2 - r a M - 1 3 4 1 - b e F - 6 2 0 2 - r a M - 1 3 7 1 - t c O - 3 2 0 2 - r a M - 1 3 6 1 - v o N - 3 2 A S l a g u t r o P o r p W i H b m G t n e l l e C K K n a p a J o r p W i C L L a h o D o r p W i C L L , e r a w t f o S r e p o o C . C L L , r e d o C p o T 0 2 - r a M - 1 3 9 1 - t c O - 3 0 p u o r G e n h c e T l a n o i t a n r e t n I ) a ( d e t a r o p r o c n I 0 3 1 3 2 3 3 3 4 3 5 3 6 3 T D B 0 2 - r a M - 1 3 8 1 - n a J - 9 0 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 7 3 Y P J K O N R U E K K D R U E K E S D H B D S U P L C R U E N G N D S U S L I S R A N E P B H T C R C R U E N O R L R B Y P J P O C D S U P B G N L P 0 2 - r a M - 1 3 6 1 - v o N - 3 2 0 2 - r a M - 1 3 6 0 - c e D - 1 0 S / A o l s O t i n g i s e D . . K K , o i r i p p A d e t i m L i 0 2 - 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 0 2 - r a M - 1 3 3 1 - y a M - 1 3 0 2 - r a M - 1 3 6 1 - v o N - 3 2 0 2 - r a M - 1 3 7 0 - n u J - 1 1 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 . d t L o i r i p p A d e t i m L i 0 2 - r a M - 1 3 9 0 - t c O - 8 2 C P. S . . o C d e t i i i m L n a r h a B o r p W i 0 2 - r a M - 1 3 0 2 - b e F - 1 2 ) b ( . c n I , n o i t c a r e t n I l a n o i t a R 0 2 - r a M - 1 3 1 1 - c e D - 9 1 A P S e l i h C y g o l o n h c e T o r p W i 0 2 - r a M - 1 3 0 1 - v o N - 4 0 0 2 - r a M - 1 3 2 1 - g u A - 5 1 d e t i i i i m L a i r e g N s e g o l o n h c e T o r p W i L S l i i a t i g D n a p S t i n g i s e D 9 1 - c e D - 1 3 6 1 - b e F - 9 2 e c n a r u s n I s e c i v r e S n a p h t l a e H l C L L , y c n e g A 0 2 - r a M - 1 3 5 0 - r a M - 1 0 0 2 - r a M - 1 3 8 0 - r p A - 2 2 0 2 - r a M - 1 3 2 1 - g u A - 5 1 i C A S u r e P s e g o l o n h c e T o r p W i i A S s e g o l o n h c e T o r p W i . . . d t L V L T t i n g i s e D 0 2 - r a M - 1 3 7 0 - l u J - 0 3 d e t i m L i , o C ) d n a l i a h T ( o r p W i 0 2 - r a M - 1 3 0 1 - t c O - 5 1 0 2 - r a M - 1 3 7 0 - v o N - 7 0 0 2 - r a M - 1 3 8 1 - v o N - 1 0 i d a d e i c o S T W s e g o l o n h c e T o r p W i H b m G y n a m r e G t i n g i s e D i a m n o n A . . L R S s e c i v r e S T I o r p W i 9 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 l i s a r B o D o r p W i 0 2 - r a M - 1 3 3 1 - y a M - 6 0 9 1 - c e D - 1 3 5 1 - c e D - 1 2 i S A S a b m o l o C t i n g i s e D . d t L o y k o T t i n g i s e D . d t L a c i t a m r o f n I 0 2 - r a M - 1 3 2 1 - v o N - 0 3 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 0 2 - r a M - 1 3 9 1 - t c O - 3 0 ) a ( . d t L p u o r G e n h c e T l a n o i t a n r e t n I 0 2 - r a M - 1 3 8 0 - l u J - 1 0 . . . o o Z p S d n a l o P o r p W i 8 3 9 3 0 4 1 4 2 4 3 4 4 4 5 4 6 4 7 4 8 4 9 4 0 5 1 5 2 5 3 5 4 5 5 5 6 5 7 5 8 5 9 5 0 6 1 6 2 6 276 Annual Report 2019-20 t fi o r P r e t f a n o i s i v o r P r o f t fi o r P e r o f e b n o i t a x a t n o i t a x a t n o i t a x a t r e v o n r u f o % i g n d l o H s t n e m t s e v n I l a t o T 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 ) x a t ) k ( - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) k ( ) k ( ) k ( 5 2 4 3 2 9 1 4 ) 3 1 ( 3 2 ) 8 1 ( * * 2 7 6 7 9 4 0 1 2 ) 2 ( ) 2 ( ) 5 ( ) 2 2 ( ) 7 9 ( ) 5 ( 3 1 * 7 1 ) 2 ( ) 1 8 ( - * * 6 6 2 6 - * - - ) 1 ( ) 3 ( ) 8 1 ( * 6 5 3 2 6 2 5 ) 6 1 ( ) 8 5 ( ) 8 1 ( * * 8 3 7 9 5 5 0 1 3 ) 2 ( ) 2 ( ) 6 ( ) 5 2 ( ) 4 1 1 ( * * - * * * * - - - - - - - - - * * - * * * * - ) 5 1 2 ( ) 3 1 ( ) 7 2 2 ( 0 1 1 ) k ( 9 9 1 9 6 8 8 6 9 5 1 4 2 2 0 1 8 - - - - - - - - - - - - - - - - - - % 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 % 0 0 1 - - - - - - - - - - - - - - - - - - - - - - - - - - - - ) j ( & ) i ( s e i t i l i b a i L i g n d u l c x e ) 7 ( & ) 6 ( 3 4 2 ) j ( 3 7 8 6 2 4 6 3 2 5 9 2 6 2 6 0 2 3 * 8 2 1 2 4 6 1 * * 6 1 2 5 7 0 7 1 7 2 1 , * 0 6 3 1 , 8 0 1 - 1 4 5 * - l a t o T s t e s s A s e v r e s e R s u l p r u S & e r a h S l a t i p a c e g n a h c x E n o s a e t a r , 1 3 r a M c e D / 0 2 0 2 9 1 0 2 , 1 3 g n i t r o p e R y c n e r r u C g n i t r o p e R d o i r e p f o e t a D i e h t g n m o c e b / y r a i d i s b u s n o i t i s i u q c a y r a i d i s b u S e h t f o e m a N . r S . o N 0 3 2 ) j ( 6 7 1 4 7 6 6 0 5 1 0 3 4 3 8 9 1 6 3 3 2 4 1 ) 8 1 ( ) j ( ) 4 3 2 ( 5 9 2 2 4 1 7 3 2 ) 8 4 ( ) 0 3 4 ( ) 4 8 2 ( 2 2 6 7 6 8 5 2 , 4 5 8 5 2 , 5 ) j ( 7 3 3 0 1 1 * 1 1 4 5 2 * * * 1 4 0 6 9 3 , 9 3 6 7 3 , 3 6 9 1 , 8 2 7 4 - * 5 6 7 6 4 1 4 1 , 3 8 5 5 4 1 2 , 9 3 3 2 1 1 4 3 5 * * - ) 0 4 1 ( 5 4 * ) 5 1 ( ) 7 4 ( 7 7 ) 7 0 1 ( * 2 7 7 1 3 2 3 0 1 2 ) 4 ( ) 5 ( * - 4 * * * * 6 6 5 7 3 1 2 8 5 * 9 0 3 5 * * - 7 1 0 . T Z K 0 2 - r a M - 1 3 6 0 - p e S - 7 2 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 3 6 P L L n a t s h k a z a K 3 8 0 1 1 1 1 2 6 7 1 2 3 8 7 1 1 7 1 7 5 1 2 0 0 0 . 6 4 3 9 3 9 0 2 1 1 4 3 8 3 9 3 1 3 6 0 0 . 1 6 7 R U E Y N C R N I B U R N E P D S U S L I R U E R Y M D S U 0 2 - r a M - 1 3 9 1 - t c O - 3 0 9 1 - c e D - 1 3 4 0 - r p A - 7 2 d e t i m L i i a h g n a h S o r p W i ) a ( . . . L R S s k r o W h c e M 0 2 - r a M - 1 3 6 9 - n u J - 0 1 d e t i i m L s e c i v r e S l e v a r T o r p W i 9 1 - c e D - 1 3 8 0 - b e F - 8 0 d e t i i i m L s e g o l o n h c e T o r p W i 9 1 - c e D - 1 3 6 1 - p e S - 1 0 C . A . S u r e P t i n g i s e D 0 2 - r a M - 1 3 2 1 - r p A - 0 3 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 0 2 - r a M - 1 3 9 1 - t c O - 3 0 ) a ( d t L y c n e i c fi o r P I T I C L L , s a c i r e m A 0 2 - r a M - 1 3 0 2 - b e F - 1 2 ) b ( d e t i i m L n o i t c a r e t n I l a n o i t a R 0 2 - r a M - 1 3 6 0 - v o N - 6 1 i D H B N D S s e g o l o n h c e T o r p W i 9 1 - c e D - 1 3 7 1 - r a M - 3 2 t l o t á l r o K t n e m t s e v n i I s g n d l o H o r p W i g á s a s r á T ű g é s s ő l e l e F D S U 9 1 - c e D - 1 3 7 0 - p e S - 7 1 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 4 6 5 6 6 6 7 6 8 6 9 6 0 7 1 7 2 7 3 7 4 7 P G E 0 2 - r a M - 1 3 8 0 - y a M - 2 2 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 5 7 ) c ( E A S g á s a s r á T ű g é s s ő l e l e F R N I F E V D U A P B G P B G R A S K K D R A Z R U E P B G S H G H A U D Q I R N I D S U 0 2 - r a M - 1 3 2 8 - t c O - 0 3 d e t i i i m L g n d l o H s k r a m e d a r T o r p W i 9 1 - c e D - 1 3 3 1 - n u J - 3 1 . A C . , i Z V s e g o l o n h c e T o r p W i 0 2 - r a M - 1 3 0 2 - b e F - 1 2 y t P a i l a r t s u A g n i t l u s n o C l a n o i t a R ) b ( . d t L 0 2 - r a M - 1 3 0 9 - p e S - 3 1 0 2 - r a M - 1 3 4 1 - n a J - 7 1 0 2 - r a M - 1 3 1 1 - n u J - 1 0 0 2 - r a M - 1 3 7 1 - t c O - 6 2 0 2 - r a M - 1 3 2 1 - r p A - 0 3 . d t L K U s e c i v r e s s l a i c n a n F o r p W i i k r a P s s e n i s u B s n e m o W ' . i d t L s e g o l o n h c e T S / A k r a m n e D t i n g i s e D d e t i i m L K U o r p W i i p h s r e n w O d e s a B d a o r B A S o r p W i 0 2 - r a M - 1 3 1 1 - n u J - 1 0 0 2 - r a M - 1 3 4 1 - l u J - 9 0 0 2 - r a M - 1 3 9 1 - t c O - 3 0 ) a ( . . L R S p u o r g e n h c e T l a n o i t a n r e t n I . d t L ) y t P ( ) f R ( V P S e m e h c S d e t i i m L e p o r u E o r p W i i s e g o l o n h c e T e t a r o p r o C o r p W i d e t i i m L a n a h G 0 2 - r a M - 1 3 4 1 - t c O - 6 0 C L L , i e n a r k U s e c i v r e S T I o r p W i 9 1 - c e D - 1 3 6 1 - n a J - 0 1 0 2 - r a M - 1 3 5 1 - y a M - 2 1 0 2 - r a M - 1 3 9 1 - n a J - 5 2 . d t L t v P s e c i v r e S T I s a e s r e v O o r p W i ) d ( n o i t a d n u o F S U o r p W i C L L e r a w t f o S w o b n a R i 6 7 7 7 8 7 9 7 0 8 1 8 2 8 3 8 4 8 5 8 6 8 7 8 8 8 9 8 0 9 277 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 d e r e d i s n o C t o N 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 n i n o i t a d i l o s n o C o t e l b a t u b i r t t a / e t a i c o s s a e h t e r e h t w o h f o n i ( g n d l o H i n i t n e m t s e v n i i g n d l o h e r a h s t s e t a l r e p s a t o n s i e c n e u fl n i e r u t n e v t n i o j i t n a c fi n g i s s i ) e g a t n e c r e p s e t a i c o s s A r a e y e h t r o f s s o L r o t fi o r P h t r o w t e N y h w n o s a e R n o i t p i r c s e D f o t n e t x E f o t n o m A e h t n o e t a i c o s s A t n i o J r o e t a d t e e h S s e r u t n e V s e r a h s f o . o N e h t y b d l e h n i y n a p m o C n o e t a D e h t h c i h w e t a i c o s s A t s e t a L d e t i d u a e c n a l a B e h t f o e m a N / s e t a i c o s s a t n i o J t e e h S e c n a l a B d e t i d u a d e t a d i l o s n o c ) 3 1 0 7 4 3 ( , D S U ) 9 6 8 9 6 2 ( , D S U , ) 0 8 2 6 2 4 2 ( , e l b a c i l p p A i g n d l o h y t i u q e D S U t o N f o t n e t x E % 5 7 3 4 . e t a i c o s s a e h t n i % 0 2 s d e e c x e y n a p m o c , 2 3 0 0 8 4 9 D S U , k c o t S d e r r e f e r P n o m m o c 5 6 8 7 2 , , 5 2 5 0 9 1 k c o t s d e r r e f e r P B s e i r e S k c o t s d n e r a e y s a w e r u t n e V d e t a i c o s s a d e r i u q c a r o A s i r e S 7 2 5 4 9 , 7 1 - n u J - 2 1 8 1 - c e D - 1 3 m a e r t s e v i r D , 1 7 6 2 5 1 1 D S U , , 5 2 3 5 8 6 D S U , 4 5 7 9 4 2 3 D S U , e l b a c i l p p A e t a i c o s s a e h t n i i g n d l o h % 0 2 s d e e c x e y n a p m o c t o N y t i u q e f o t n e t x E % 3 3 3 3 . , 3 3 3 3 3 8 8 , D S U A s e i r e S 0 1 5 8 1 - r a M - 1 8 1 - c e D - 1 3 p u o r G m n e D i s t i n U d e r r e f e r P . d t L - - - t o N y t i u q e f o t n e t x E % 3 3 , 0 0 0 0 0 2 D S U i p h s r e b m e M 0 0 5 8 1 - r a M - 1 - e l b a c i l p p A e t a i c o s s a e h t n i i g n d l o h % 0 2 s d e e c x e y n a p m o c s t i n U p u o r G m n e D i , t n e m e g a n a M C L L : e t o N 278 . 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 y t i t n e e h t l f o s r a u c i t r a p , e r o f e r e h T . 9 1 0 2 , 2 2 t s u g u A m o r f t c e f f e h t i w a i r t s u A , 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 s a w H b m G e g o l o n h c e t s n o i t a m r o f n i I x r o w t n o r F ) e ( . 0 2 0 2 , 1 2 y r a u r b e F n o d e r i u q c a e r e w . d t L y t P a i l a r t s u A g n i t l u s n o C l a n o i t a R d n a d e t i i m L n o i t c a r e t n I l a n o i t a R , . c n I , n o i t c a r e t n I l a n o i t a R ) b ( . 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 ) c ( . s n o i t a r e p o t r a t s o t t e y s i n o i t a d n u o F S U o r p W i ) d ( . 9 1 0 2 , 3 r e b o t c O n o d e r i u q c a e r e w , . . . L R S p u o r g e n h c e T l a n o i t a n r e t n I d n a . d t L y c n e i c fi o r P I T I , . . . L R S s k r o W h c e M , . d t L p u o r G e n h c e T l a n o i t a n r e t n I , d e t a r o p r o c n I p u o r G e n h c e T l a n o i t a n r e t n I ) a ( 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 y t i t n e e h t l f o s r a u c i t r a p , e r o f e r e h T . 0 2 0 2 , 6 1 h c r a M m o r f t c e f f e h t i w s / A t i n g i s e D o t n i d n a h t i w d e g r e m s a w s p A l a t i g D i ) g ( . 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 y t i t n e e h t l f o s r a u c i t r a p , e r o f e r e h T . 9 1 0 2 , 3 2 y l u J m o r f t c e f f e h t i w d e v l o s s i d s i K U l i a t e R o r p W i ) h ( . 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 y t i t n e e h t l f o s r a u c i t r a p , e r o f e r e h T . 0 2 0 2 , 2 2 y r a u n a J 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 i H b m G o i r i p p A ) f ( . 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 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 g n g a n a M & i 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 a m r a h S . K . M r o t c e r i D f o s t n u o c c a f o s e i c n e r r u c n g e r o f n i 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 f o s t n u o c c a f o s e i c n e r r u c n g e r o f n i 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 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 a V l ) i ( ) j ( ) k ( ) * ( i j m e r P . A d a h s i R n a m r i a h C l a l a D P. n i t a J r e c fi f O l i a i c n a n F f e h C i 0 2 0 2 , 9 2 y a M l u r u a g n e B Annual Report 2019-20 Indepependent Auditor’s Report Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Wipro Limited 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, 2020 and 2019, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows, for each of the three years in the period ended March 31, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2020, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board. 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, 2020, 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 May 29, 2020, expressed an unqualified opinion on the Company’s internal control over financial reporting. Change in Accounting Principle As discussed in Note 3 and 3(xiv) to the financial statements, the Company has changed its method of accounting for leases in fiscal year 2020 and revenue from contracts with customers in fiscal year 2019 due to adoption of International Financial Reporting Standard 16, Leases and International Financial Reporting Standard 15, Revenue from Contracts with Customers respectively. 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. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Fixed price contracts using the percentage of completion method - Refer Notes 2 (iv)(a), 3(xiv)B and 24 to the financial statements. Critical Audit Matter Description Revenue from fixed-price contracts, including software the development, and performance obligations are satisfied over time, is recognized using the percentage-of-completion method. integration contracts, where Use of the percentage-of-completion method requires the Company to determine the project costs incurred to date as a percentage of total estimated project costs required to complete the project. The estimation of total project costs involves significant judgement and is assessed throughout the period of the contract to reflect any changes based on the latest available information. In addition, provisions for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the estimated project costs. We identified the revenue recognition for fixed price contracts where the percentage-of-completion method is used as a critical audit matter because of the significant judgement involved in estimating the efforts to complete such contracts. 279 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited This estimate has a high inherent uncertainty and requires consideration of progress of the contract, efforts incurred to-date and estimates of efforts required to complete the remaining contract performance obligations over the lives of the contracts. This required a high degree of auditor judgment in evaluating the audit evidence supporting the application of the input method used to recognize revenue and a higher extent of audit effort to evaluate the reasonableness of the total estimated amount of revenue recognized on fixed-price contracts. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to estimates of efforts to complete for fixed-price contracts accounted using the percentage-of-completion method included the following, among others: • We tested the effectiveness of controls relating to (1) recording of efforts incurred and estimation of efforts required to complete the remaining contract performance obligations, and (2) access and application controls pertaining to time recording and allocation systems, which prevents unauthorised changes to recording of efforts incurred. • We evaluated management’s ability to reasonably estimate the progress towards satisfying the performance obligation by comparing actual information to estimates for performance obligations that have been fulfilled. • We selected a sample of fixed price contracts with customers accounted using percentage-of-completion method and performed the following: o Read the contract and based on the terms and conditions evaluated whether recognizing revenue over time was appropriate, and the contract was included in management’s calculation of revenue over time. o Evaluated other information that supported the estimates of the progress towards satisfying the performance obligation. o Evaluated the appropriateness of and consistency in the application of management’s policies and methodologies towards satisfying the performance obligation. to estimate progress o Compared efforts incurred with Company’s estimate of efforts incurred to date to identify significant variations and evaluate whether those variations have been considered appropriately in estimating the remaining efforts to complete the contract. o Tested the estimate for consistency with the status of delivery of milestones and customer acceptances to identify possible delays in achieving milestones, which require changes in estimated efforts to complete the remaining performance obligations. Allowance for credit losses Refer Notes 2(iv)(g), 3(x)(A), 9 and 25 to the financial statements Critical Audit Matter Description The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates. In calculating expected credit losses, the Company also considered credit reports and other related credit information for its customers to estimate the probability of default in future and has taken into account estimates of possible effect from the pandemic relating to COVID-19. We identified allowance for credit losses as a critical audit matter because of the significant judgement involved in calculating the expected credit losses. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimate of the expected credit losses. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the allowance for credit losses for trade receivables, unbilled receivables and contract assets included the following, among others: • We tested the effectiveness of controls over the (1) development of the methodology for the allowance for credit losses, including consideration of the current and estimated future economic conditions, (2) completeness and accuracy of information used in the estimation of probability of default, and (3) computation of the allowance for credit losses. • For a sample of customers we tested the input data such as credit reports and other credit related information used in estimating the probability of default by comparing them to external and internal sources of information. • We evaluated the incorporation of the applicable assumptions into the estimate of expected credit losses and tested the mathematical accuracy and computation of the allowances by using the same input data used by the Company. • We evaluated the qualitative adjustment to the historical loss rates, including assessing the basis for the adjustments and the reasonableness of the significant assumptions. /S/Deloitte Haskins & Sells LLP Bengaluru, India May 29, 2020 We have served as the Company’s auditor since fiscal 2018. 280 Annual Report 2019-20 Consolidated Statement of Financial Position (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2019 As at March 31, 2020 As at March 31, 2020 Convenience translation into US dollar in millions (unaudited) Refer to Note 2(iii) ASSETS Goodwill Intangible assets Property, plant and equipment Right-of-use assets 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 6 6 4 5 19 8 9 12 8 21 13 10 19 8 11 9 12 13 281 116,980 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 2,637 570,753 131,012 16,362 81,120 16,748 - 9,302 6,049 5,881 1,383 6,005 11,414 11,935 297,211 1,865 3,025 189,635 144,499 104,474 25,209 8,614 17,143 2,882 22,505 519,851 - 519,851 817,062 11,427 1,275 519,907 1,550 23,299 557,458 1,875 559,333 1,738 217 1,076 222 - 123 80 78 18 80 151 158 3,941 25 40 2,515 1,917 1,386 335 114 228 38 299 6,897 - 6,897 10,838 152 17 6,896 21 309 7,395 25 7,420 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Financial Position (` in millions, except share and per share data, unless otherwise stated) Notes As at March 31, 2019 As at March 31, 2020 As at March 31, 2020 Convenience translation into US dollar in millions (unaudited) Refer to Note 2(iii) 14 19 14 16 21 17 18 14 19 15 14 16 17 18 28,368 - - - 3,417 11,023 5,258 2 48,068 71,099 1,310 88,304 - 644 24,768 9,541 18,046 638 214,350 262,418 833,171 4,840 138 12,638 151 2,825 13,205 7,537 2 41,336 73,202 7,231 78,129 6,560 899 18,775 11,731 19,254 612 216,393 257,729 817,062 64 2 168 2 37 175 100 ^ 548 971 96 1,036 87 12 249 156 255 8 2,870 3,418 10,838 LIABILITIES Financial liabilities Long - term loans and borrowings Derivative liabilities Lease 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 Lease liabilities Other financial liabilities Contract liabilities Current tax liabilities Other current liabilities Provisions Total current liabilities TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES ^ Value is less than 1 The accompanying notes form an integral part of these consolidated financial statements. 282 Annual Report 2019-20 Consolidated Statement of Income (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2020 Year ended March 31, 2020 Convenience translation into US dollar in millions (unaudited) Refer to Note 2(iii) 8,094 (5,784) 2,310 (569) (396) 42 15 1,402 (97) 319 ^ 1,624 (329) 1,295 1,288 7 1,295 544,871 (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 90,173 610,232 (436,085) 174,147 (42,907) (29,823) 3,169 1,144 105,730 (7,328) 24,081 29 122,512 (24,799) 97,713 97,218 495 97,713 12.64 12.62 14.99 14.95 16.67 16.62 0.22 0.22 6,333,391,200 6,344,482,633 6,007,376,837 6,022,304,367 5,833,384,018 5,847,823,239 5,833,384,018 5,847,823,239 24 25 25 25 28 26 27 28 8 21 29 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 Income tax expense 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 ^ Value is less than 1 The accompanying notes form an integral part of these consolidated financial statements. 283 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Comprehensive Income (` in millions, except share and per share data, unless otherwise stated) Notes Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2020 Year ended March 31, 2020 Convenience translation into US dollar in millions (unaudited) Refer to Note 2(iii) Profit for the year 80,084 90,173 97,713 1,295 Other comprehensive income (OCI) Items that will not be reclassified to profit and loss in sub- sequent 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 subse- quent periods Foreign currency translation differences 20 Translation difference relating to foreign operations Net change in fair value of hedges of net investment in foreign operations Reclassification of foreign currency translation differ- ences to profit and loss on sale of hosted data center services, Workday business 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 567 (750) (183) 3,576 (49) - 1 (76) (5,945) (433) (2,926) (3,109) 235 (464) (229) 3,238 (287) (4,210) 463 811 1,255 (18) 1,252 1,023 (1,050) 724 (326) (14) 10 (4) 8,447 112 - - (520) (1,558) (2,652) 1,222 4,939 4,613 - - (7) (21) (35) 16 65 61 Total comprehensive income for the year 76,975 91,196 102,326 1,356 Total comprehensive income attributable to: Equity holders of the Company Non-controlling interest 76,956 19 76,975 90,945 251 91,196 101,673 653 102,326 1,347 9 1,356 The accompanying notes form an integral part of these consolidated financial statements. 284 Annual Report 2019-20 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 1 6 ( ) 0 2 0 6 ( , 1 1 5 3 , 6 5 9 , 6 7 ) 6 1 6 ( ) 0 2 0 , 6 ( 1 1 5 , 3 - - - - 1 8 0 0 8 , 1 8 0 , 0 8 - - l a t o T y t i u q e - n o N g n i l l o r t n o c t s e r e t n i 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 s r e d l o h e h t f o y n a p m o C y t i u q e f o s t n e n o p m o c r e h t O r e h t O s e v r e s e r w o fl h s a C g n i g d e h e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r - e r a h S d e s a b d e n i a t e R e v r e s e r t n e m y a p i s g n n r a e s e i t i r u c e S i m u m e r p e v r e s e r p u e r a h S - d i a p y l l u f * s e r a h S , l a t i p a c f o r e b m u N s r a l u c i t r a P 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 7 1 0 2 , 1 l i r p A t a s A 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 ` ( 4 2 - ) 0 2 4 , 5 ( - - - 4 2 - ) 0 2 4 , 5 ( - - - - ) 2 1 3 ( 4 8 3 , 1 - - ) 2 1 3 ( 4 8 3 , 1 - - - ) 0 0 0 , 0 1 1 ( - ) 0 0 0 , 0 1 1 ( 7 8 6 ) 4 2 3 , 4 1 1 ( - ) 4 2 3 , 4 1 1 ( 7 8 6 - - - - - - - - - - - - - - - - - ) 0 2 4 5 ( , - ) 2 8 1 1 ( , 2 8 1 1 , - ) 1 7 9 1 ( , - 7 8 9 1 , - - - ) 2 1 3 ( ) 6 6 8 4 ( , - - - ) 4 4 3 8 0 1 ( , ) 6 5 6 1 ( , ) 7 8 6 ( , ) 0 0 0 0 5 7 3 4 3 ( , 0 7 3 1 , 4 1 - - ) 3 8 7 , 1 ( ) 6 4 7 , 7 1 1 ( 1 3 3 7 8 1 , 4 6 2 9 , 3 8 8 , 2 9 0 , 2 - 6 6 8 4 , , 7 2 3 4 7 0 3 3 4 2 , , - 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 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 s e r a h s y t i u q e f o e u s s i s u n o B 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 y n a p m o C e h t 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 8 4 0 , 9 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 . 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 - - - - 8 - - - - - - , 9 9 5 9 5 5 3 , 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 t fi o r P 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 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 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 y n a p m o C e h t f o s r e n w o o t ) n o e r e h t x a t d n e d i v i d 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 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 y t i u q e 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 e r a h s y t i u q e f o k c a b y u B s n o i t p o f o e s i c r e x e 285 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 3 2 0 , 1 3 7 1 , 0 9 2 4 1 9 0 1 6 9 1 , 1 9 1 5 2 4 1 9 1 3 0 , 0 9 5 4 9 , 0 9 - - - ) 7 4 2 ( 9 2 5 2 , ) 8 6 3 1 ( , ) 7 4 2 ( 9 2 5 , 2 ) 8 6 3 , 1 ( - - - - 1 3 0 0 9 , 1 3 0 , 0 9 - - - 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 8 4 0 9 , , 1 9 4 4 8 7 3 2 5 4 , , ) 9 7 2 , 2 ( - ) 9 7 2 , 2 ( - - - - ) 9 7 2 2 ( , - - - 7 6 0 , 3 8 4 0 1 4 2 , 7 5 6 , 0 8 4 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 , , l a t o T y t i u q e - n o N e l b a t u b i r t t a y t i u q E g n i l l o r t n o c y t i u q e e h t o t r e h t O t s e r e t n i f o s r e d l o h s e v r e s e r y n a p m o C e h t w o fl h s a C g n i g d e h e v r e s e r n g i e r o F y c n e r r u c n o i t a l s n a r t e v r e s e r y t i u q e f o s t n e n o p m o c r e h t O e v r e s e r - e r a h S d e s a b d e n i a t e R t n e m y a p i s g n n r a e s e i t i r u c e S , l a t i p a c e r a h S i m u m e r p e v r e s e r y l l u f - d i a p p u f o r e b m u N * s e r a h S s r a l u c i t r a P 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 m n C , 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 ) d e t a t s e s i w r e h t o s s e l n u i ` ( 4 - - 8 2 ) 2 5 ( ) 4 3 4 , 5 ( - - - - 8 2 ) 2 5 ( 4 - - - - ) 4 3 4 , 5 ( 4 4 9 , 1 - 4 4 9 , 1 - - - - - - ) 7 6 7 ( ) 0 1 5 , 3 ( ) 4 2 ( ) 6 8 4 , 3 ( ) 7 6 7 ( - - - - - - - - - - - - - - - - - - - - 8 3 9 1 , ) 5 6 5 ( 5 6 5 ) 4 3 4 5 ( , - - ) 8 2 5 ( - 8 2 5 - - 6 - - - - - - - - - ) 4 5 4 1 ( , ) 5 9 7 ( 6 1 0 3 , , 0 8 1 9 6 4 8 0 5 1 , , 5 4 8 ) 7 1 3 , 6 ( ) 7 6 2 ( 0 2 0 , 3 7 9 8 , 0 5 1 , 0 1 5 , 1 3 5 7 , 0 7 5 7 3 6 , 2 6 1 1 , 8 6 5 3 3 5 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 . 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 - - - 4 - - - - - - - , 7 1 7 1 8 6 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 8 1 0 2 , 1 l i r p A t a s A 5 1 , 1 l i r p A t a s a e c n a a b d e t s u d A j l 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 8 1 0 2 r a e y e h t r o f t fi o r P 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 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 y t i u q e 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 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 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 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 # ) n o e r e h t x a t d n e d i v i d # s e r a h s y t i u q e f o e u s s i s u n o B 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 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 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 y n a p m o C e h t f o 286 Annual Report 2019-20 y t i u q E y t i u q e f o s t n e n o p m o c r e h t O l a t o T y t i u q e - n o N g n i l l o r t n o c t s e r e t n i e l b a t u b i r t t a e h t o t y t i u q e s r e d l o h e h t f o y n a 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 s e v r e s e r g n i g d e h n o i t a l s n a r t e v r e s e r e v r e s e r - e r a h S d e s a b d e n i a t e R e v r e s e r t n e m y a p i s g n n r a e s e i t i r u c e S i m u m e r p e v r e s e r e r a h S y l l u f p u - d i a p * s e r a h S , l a t i p a c f o r e b m u N s r a l u c i t r a P 9 1 0 2 , 1 l i r p A t a s A , 3 5 7 0 7 5 7 3 6 2 , 6 1 1 , 8 6 5 ) 2 7 8 ( - ) 2 7 8 ( 1 8 8 , 9 6 5 7 3 6 2 , 4 4 2 , 7 6 5 3 1 6 , 4 3 1 7 , 7 9 6 2 3 , 2 0 1 5 9 4 8 5 1 3 5 6 5 5 4 , 4 8 1 2 , 7 9 3 7 6 , 1 0 1 3 3 5 - 3 3 5 - 6 9 8 6 9 8 5 ) 1 1 3 ( ) 0 0 0 , 5 0 1 ( - 1 7 2 , 1 ) 1 6 5 ( ) 3 6 8 , 6 ( - - - - - - - - ) 1 1 3 ( 1 7 2 , 1 ) 1 6 5 ( ) 3 6 8 , 6 ( - - - - - - 5 - ) 0 0 0 , 5 0 1 ( 6 4 6 ) 5 1 4 , 1 ( ) 5 1 4 1 ( , - ) 4 7 8 , 2 1 1 ( ) 5 1 4 , 1 ( ) 9 5 4 , 1 1 1 ( 6 4 6 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 , , - - - ) 2 7 8 ( - - - # # 6 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 5 1 4 2 , 0 5 2 5 1 , 7 1 6 2 , , 8 2 8 3 3 5 3 3 5 8 6 0 2 1 , , 8 8 3 5 3 9 3 3 0 6 , , - - ) 0 3 7 4 ( , 9 8 2 8 , ) 0 3 7 , 4 ( 9 8 2 , 8 - - - - 8 1 2 7 9 , 8 1 2 , 7 9 - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 6 2 1 , ) 1 6 5 ( 9 - ) 6 2 0 1 ( , 6 2 0 1 , - - ) 1 1 3 ( ) 0 0 0 5 0 1 ( , - ) 3 6 8 6 ( , - - - - - - - ) 2 4 7 ( - 2 4 7 - - - - - - 5 ) 6 4 6 ( - - - - - - , 5 2 9 8 9 4 2 , , ) 3 2 9 6 7 0 3 2 3 ( , ) 7 6 0 , 1 ( ) 9 3 1 , 1 1 1 ( 2 4 7 ) 1 4 6 ( ) 8 9 9 , 7 7 5 , 0 2 3 ( 9 1 0 2 , 1 l i r p A t a s a e c n a a b d e t s u d A j l 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 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 y n a p m o C e h t f o 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 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 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 k c a b y u B 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 m o r f s U S R S D A f o n o i t a c fi d o m i f o t c e f f E # # # d e l t t e s h s a c o t d e l t t e s y t i u q e x a t d n e d i v i d g n d u l c n i i ( i d a p d n e d i v i d h s a C 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 t n e m y a p d e s a b - e r a h s # ) n o e r e h t 287 t s e r e t n i g n i l l o r t n o c - n o N o t d a p d n e d i v i d h s a C i 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 2 0 2 , 1 3 h c r a M t a s A y n a p m o C 3 3 3 , 9 5 5 5 7 8 , 1 8 5 4 , 7 5 5 5 7 0 , 2 ) 5 1 3 , 2 ( 9 3 5 , 3 2 0 5 5 , 1 7 0 9 , 9 1 5 5 7 2 , 1 7 2 4 , 1 1 0 9 3 , 7 5 3 , 3 1 7 , 5 0 2 4 , 7 5 2 5 9 3 , 7 8 2 ) 1 3 ( 2 1 3 1 2 6 9 8 , 6 7 1 2 5 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 , 0 2 0 2 d n a 9 1 0 2 , 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 1 8 0 6 4 7 2 2 d n a 3 5 8 3 5 3 7 2 , , , , , , , 6 1 2 7 9 0 3 2 s e d u l c n I * 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 ) i i i ( 2 e t o N o t r e f e R ) d e t i d u a n u ( . y l e v i t c e p s e r , 0 2 0 2 d n a 9 1 0 2 , 8 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 g i l e o t i t s u r t 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 2 7 7 7 0 6 4 d n a 3 8 1 9 9 5 2 , , , , , , 5 7 7 1 5 3 4 , . 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 0 3 e t o N o t r e f e R # # # 2 2 e t o N o t r e f e R # 3 e t o N o t r e f e R # # 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 ` ( Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Consolidated Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2020 Year ended March 31, 2020 Convenience translation into US dollar in mil- lions (unaudited) Refer to Note 2(iii) 80,084 90,173 97,713 1,295 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 and intangible as- sets, net Depreciation, amortization and impairment Unrealized exchange (gain)/ loss, net and exchange (gain)/ loss on borrowings 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 sale of business and loss of control in subsidiary, net 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: (334) 21,124 4,794 1,347 11 22,390 (20,547) - 4,405 (9,735) 2,192 545 (170) 4,499 1,733 112,338 (28,105) 84,233 (309) 19,474 (546) 1,938 43 25,242 (17,371) (4,344) - 1,392 4,580 (566) (6,909) 20,844 7,824 141,465 (25,149) 116,316 (11) 20,862 6,376 1,262 (29) 24,799 (18,945) (1,144) - (3,327) (3,561) 2,085 (80) (12,401) (6,572) 107,027 (6,384) 100,643 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 Proceeds from sale of business Interest received Dividend received (21,870) 1,171 (782,475) 830,448 (22,781) 1,940 (930,614) 954,954 (23,497) 1,270 (1,178,247) 1,212,826 - 26,103 - (6,652) - 14,347 609 - - 20,163 361 (10,003) 7,459 23,837 367 288 ^ 277 85 17 ^ 329 (251) (15) - (44) (47) 28 (1) (164) (87) 1,422 (85) 1,337 (312) 17 (15,629) 16,087 - (133) 99 316 5 Annual Report 2019-20 Consolidated Statement of Cash Flows (` in millions, except share and per share data, unless otherwise stated) Year ended March 31, 2018 Year ended March 31, 2019 Year ended March 31, 2020 Year ended March 31, 2020 Convenience translation into US dollar in mil- lions (unaudited) Refer to Note 2(iii) 35,578 50,126 34,012 450 Net cash 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 Repayment of lease liabilities Payment for deferred contingent consideration in respect of busi- ness combination Payment for buy back of shares, including transaction cost Interest paid Payment of cash dividend (including dividend tax thereon) Payment of cash dividend to Non-controlling interest Net cash used in financing activities 24 (155,254) 144,271 - (164) (110,312) (3,123) (5,420) - (129,978) 4 (104,039) 65,161 - (265) - (4,796) (5,434) - (49,369) 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 11) Refer to Note 14 for supplementary information on the consolidated statement of cash flows. ^ Value is less than 1 (10,167) 375 50,718 40,926 117,073 526 40,926 158,525 14 (132,380) 106,342 (6,784) - (105,311) (4,601) (6,863) (1,415) (150,998) (16,343) 1,922 158,525 144,104 ^ (1,756) 1,411 (90) - (1,397) (61) (91) (19) (2,003) (216) 25 2,103 1,912 The accompanying notes form an integral part of these consolidated financial statements. 289 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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, “we”, “us”, “our”, “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 Company’s Board of Directors on May 29, 2020. 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 the classification provisions contained in IAS 1(revised), “Presentation of Financial Statements”. For clarity, various items are aggregated in the consolidated statement of income, consolidated statement of comprehensive income and consolidated statement of financial position. These items are disaggregated separately in the notes to the consolidated financial statements, where applicable. to 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, 2020, have been translated into United States dollars at the certified foreign exchange rate of $1 = ` 75.39 as published by Federal Reserve Board of Governors on March 31, 2020. 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 service promised to a customer is capable of being distinct, and is 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 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 290 Annual Report 2019-20 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 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. 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 Company assesses acquired intangible assets with finite useful life for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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 an asset or a cash generating unit involves use of significant estimates and assumptions which include turnover, growth rates and net margins used to calculate projected future cash flows, risk-adjusted discount rate, future economic and market conditions. b) 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 expected reversal of deferred tax liabilities and projected future taxable income in making this assessment. The amount of deferred tax assets considered realizable, however, could reduce in the near term if estimates of future taxable income during the carry-forward period are reduced. e) Business combination: 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 accounting for In 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 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 expected credit loss calculation based on the Company’s past history of collections, customer’s creditworthiness, 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 initially recorded at instruments are 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 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 is 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 291 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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) Leases: IFRS 16 defines a lease term as the non-cancellable period for which the lessee has the right to use an underlying asset including optional periods, when an entity is reasonably certain to exercise an option to extend (or not to terminate) a lease. The Company considers all relevant facts and circumstances that create an economic incentive for the lessee to exercise the option when determining the lease term. The option to extend the lease term is included in the lease term, if it is reasonably certain that the lessee would exercise the option. The Company reassesses the option when significant events or changes in circumstances occur that are within the control of the lessee. l) 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 forecasted transaction. m) Uncertainty relating to the global health pandemic on COVID-19: In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill, intangible assets, and certain investments, the Company has considered internal and external information up to the date of approval of these financial statements including credit reports and economic forecasts. The Company has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets. The Company basis its assessment believes that the probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on effectiveness of its hedges. The impact of COVID-19 remains uncertain and may be different from what we have estimated as of the date of approval of these consolidated financial statements and the Company will continue to closely monitor any material changes to future economic conditions. 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 recognize investors share of profit or loss of the investee after the acquisition date. Non-current assets and disposal groups held for sale Assets and liabilities of disposal groups that are 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 and liabilities associated with 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. 292 Annual Report 2019-20 (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 in foreign currency are translated into the Transactions 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 the foreign operation and translated at the exchange rate prevailing at the reporting date. 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 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 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 which include long and short-term loans and borrowings, bank overdrafts, trade payables and accrued expenses, lease liabilities and 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. b. Investments 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 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): 293 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited • • • • 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 disposal 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. 294 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, finance lease receivables, employee and other advances and eligible current and non- current assets. d. Trade payables, accrued expenses, and other liabilities Trade payables, accrued expenses, and other liabilities 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 instruments are accounted as described below: initial to recognition, derivative financial a. Cash flow hedges Changes in the fair value of the derivative hedging instruments 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 If the hedging accounting 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 is discontinued prospectively. Annual Report 2019-20 transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging reserve is transferred to the consolidated statement of income 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 also designates 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 in foreign operations are recognized Changes in fair value of foreign currency derivative instruments neither designated as cash flow hedges nor hedges of net investment 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 expenses. 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 recognizes a borrowing for the proceeds received. A financial liability (or a part of a financial liability) is derecognized from the Company’s statement of financial position 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, 2020 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 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 23,097,216, 27,353,853 and 22,746,081 treasury shares as at March 31, 2018, 2019 and 2020, respectively. Treasury shares are recorded at acquisition cost. c) Retained earnings Retained earnings comprises of the Company’s undistributed earnings after taxes. This includes Capital reserve as at March 31, 2018, 2019 and 2020 amounting to ` 1,139, ` 1,139, and ` 1,139 respectively, which is not freely available for distribution. It also includes Nil, ` 28,565 and ` 43,804 as at March 31, 2018, 2019 and 2020, respectively representing the Special Economic Zone (“SEZ”) Re-Investment Reserve. The SEZ 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 said reserve should be utilized by the Company for acquiring plant and machinery as per terms of Section 10AA(2) of the Income-tax Act, 1961. This reserve 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 in fair value of derivative hedging Changes 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. 295 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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, 2018, 2019 and 2020 amounting to ` 767, ` Nil and ` 646, respectively, which is not freely available for distribution. 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 reserve 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 capitalized as part of the cost. Capital work- accumulated impairment losses, if any. in-progress are measured at cost less 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. 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. (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 and 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 the entity can demonstrate that 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. in a business Intangible assets acquired 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. 296 Annual Report 2019-20 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 (viii) Leases Useful life 5 to 15 years 3 to 7 years The Company evaluates each contract or arrangement, whether it qualifies as lease as defined under IFRS 16. The Company as a lessee The Company enters into an arrangement for lease of land, buildings, plant and machinery including computer equipment and vehicles. Such arrangements are generally for a fixed period but may have extension or termination options. The Company assesses, whether the contract is, or contains, a lease, at its inception. A contract is, or contains, a lease if the contract conveys the right to – (a) control the use of an identified asset, (b) obtain substantially all the economic benefits from use of the identified asset, and (c) direct the use of the identified asset. The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease, where the Company is reasonably certain to exercise that option. The Company at the commencement of the lease contract recognizes a Right-of-Use (RoU) asset at cost and corresponding lease liability, except for leases with term of less than twelve months (short term leases) and low-value assets. For these short term and low value leases, the company recognizes the lease payments as an operating expense on a straight-line basis over the lease term. The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received. Subsequently, the right-of-use assets are measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The right- of-use assets are depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. The Company applies IAS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment loss as described in the impairment of non-financial assets below. For lease liabilities at the commencement of the lease, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readily determined, the lease payments are discounted using the incremental borrowing rate that the Company would have to pay to borrow funds, including the consideration of factors such as the nature of the asset and location, collateral, market terms and conditions, as applicable in a similar economic environment. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The Company recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use assets is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognizes any remaining amount of the re- measurement in consolidated statement of income. Lease liability payments are classified as cash used in financing activities in the consolidated statement of cash flows. The Company as a lessor Leases under which the Company is a lessor are classified as a finance or operating lease. Lease contracts where all the risks and rewards are substantially transferred to the lessee are classified as a finance lease. All other leases are classified as operating lease. For leases under which the Company is an intermediate lessor, the Company accounts for the head-lease and the sub-lease as two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease. (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, unbilled receivables, contract assets, finance lease receivables, 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, unbilled receivables, contract assets and finance 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 297 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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, right-of-use assets 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. 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. 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. 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 and Pension 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 also maintains pension and similar plans for employees outside India, based on the country specific regulations. These plans are partially funded, and the funds are managed by third party fund managers. The plans provide for monthly payout after retirement as per salary drawn and service period or for a lumpsum payment as set out in rules of each fund. The Company’s obligation in respect of above plans, which are defined benefit plans, are 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 298 Annual Report 2019-20 amount as a result of past service provided by the employee and the obligation can be estimated reliably. reimbursement will be received, and the amount of the receivable can be measured reliably. f. Compensated absences The employees of the Company are entitled to compensated absences. 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 or cash 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 or cash settled 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 or cash settled instruments that will eventually vest. Cash Settled instruments granted are re-measured by reference to the fair value at the end of each reporting period and at the time of vesting. The expense is recognized in the consolidated statement of income with a corresponding increase to financial liability. (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 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. Effective 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 of April 1, 2018. 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. Revenues from customer contracts are considered for recognition and measurement when the contract has been approved by the parties to the contract, the parties to contract are committed to perform their respective obligations under the contract, and the contract is legally enforceable. 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. When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved. 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, 299 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 contracts 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. The performance obligations are satisfied as and when the services are rendered since the customer generally obtains control of the work as it progresses. 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 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 receivables 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 contracts are recognized on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or ratably using percentage of completion method when the pattern of benefits from the services rendered to the customers and the cost to fulfil the contract is not even through the period of contract because the services are generally discrete in nature and not repetitive. Revenue for contracts in which the invoicing is representative of the value being delivered, is recognized based on our right to invoice. If our invoicing is not consistent with value delivered, revenues are recognized as the service is performed using the percentage of completion method. 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. Element or 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 product. 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, pricing incentives to customers and penalties 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 and when it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. • 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 300 Annual Report 2019-20 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 before it is transferred to the customer, Company is the principal; if not, the Company is the agent. • Estimates of transaction price and total costs or efforts are continuously monitored over the term of the contract and are recognized in net profit in the period when these estimates change or when the estimates are revised. Revenues and the estimated total costs or efforts are subject to revision as the contract progresses. (xv) Finance expenses Finance expenses comprises interest cost on borrowings and lease liabilities, 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. While determining the tax provisions, the Company assesses whether each uncertain tax position is to be considered separately or together with one or more uncertain tax positions depending upon the nature and circumstances of each uncertain tax position. 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 301 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 flows 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. (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 is recognized in the consolidated statement of income. and the right-of-use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted using the incremental borrowing rate at the date of initial application, c) The Company excluded the initial direct costs from measurement of the RoU asset, d) The Company does not recognize RoU assets and lease liabilities for leases with less than twelve months of lease term and low- value assets on the date of initial application. The weighted average of discount rate applied to lease liabilities as at April 1, 2019 is 5.7%. On adoption of IFRS 16, a) the Company has recognized right-of-use assets of ` 13,630 and corresponding lease liability of `15,379, b) the net carrying value of assets procured under the finance lease of ` 1,243 (gross carrying and accumulated depreciation value of ` 3,420 and ` 2,177, respectively) have been reclassified from property, plant and equipment to right- of-use assets, c) the obligations under finance leases of ` 2,002 (non-current and current obligation under finance leases ` 496 and ` 1,506, respectively) have been reclassified to lease liabilities, d) prepaid rent on leasehold land and other assets, which were earlier classified under “Other Assets” have been reclassified to right-of-use assets by ` 2,222. The adoption of the new standard has resulted in a reduction of ` 872 in retained earnings, net of deferred tax asset of ` 138. During the year ended March 31, 2020, the Company recognized in the consolidated statement of income – a) Depreciation expense from right-of-use assets of ` 5,911 (Refer to Note 5) New Accounting standards adopted by the Company: b) Interest expenses on lease liabilities of ` 914 IFRS 16 - Leases On April 1, 2019, the Company adopted IFRS 16, Leases, which applied to all lease contracts outstanding as at April 1, 2019, using modified retrospective method by recording the cumulative effect of initial application as an adjustment to opening retained earnings. The Company has made use of the following practical expedients available in its transition to IFRS 16: - a) The Company will not reassess whether a contract is or contains a lease. Accordingly, the definition of lease in accordance with IAS 17 and IFRIC-4 will continue to be applied to lease contracts entered by the Company or modified by the Company before April 1, 2019, b) The Company has applied a single discount rate to a portfolio of leases of similar assets in similar economic environment. Consequently, the Company has recorded its lease liability using the present value of remaining lease payments, discounted using the incremental borrowing rate at the date of initial application c) Rent expense amounting to ` 44 pertaining to leases of low-value assets and ` 2,085 pertaining to leases with less than twelve months of lease term has been included under Facility expenses d) Income from subleasing right-of-use assets is not material. Refer to Note 5 for additions to right-of-use assets during the year ended March 31, 2020 and carrying amount of right-of-use assets as at March 31, 2020 by class of underlying asset. As of March 31, 2020, the Company is committed to certain leases amounting to ` 1,399 which have not yet commenced. The term of such lease’s ranges from 2 to 8 years. Lease payments during the period are disclosed under financing activities in the consolidated statement of cash flows. The comparatives as at and for the year ended March 31, 2019 and March 31, 2018 have not been retrospectively restated. The adoption of IFRS 16 did not have any material impact on the 302 Annual Report 2019-20 Company’s consolidated statement of income and earnings per share. standards and interpretations that could have potential impact on the consolidated financial statements of the Company are: The difference between the lease obligation disclosed as of March 31, 2019 under IAS 17 and the value of the lease liabilities as of April 1, 2019 is primarily on account of practical expedients exercised for low value assets and short term leases as at adoption of the standard, measuring lease liability and discounting the lease liabilities to the present value in accordance with IFRS 16. Particulars Operating lease commitments disclosed as at March 31, 2019 Total ` 19,741 (Less): Impact of discounting on opening lease liability (1,954) (Less): Short-term leases not recognized as a liability (1,675) (Less): Low-value leases not recognized as a liability (Less): Leases commencing after 1st April, but entered into on or before 31st March (64) (669) Lease liability recognized as at April 1, 2019 ` 15,379 IFRIC 23 – Uncertainty over Income Tax treatments The IASB has clarified 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 adoption of IFRIC 23 did not have any material impact on the consolidated financial statements of the Company. Amendment to IAS 19 - Plan Amendment, Curtailment or Settlement The IASB 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. The adoption of amendment to IAS 19 did not have any material impact on consolidated financial statements of the Company. Amendment to IAS 12 – Income Taxes The IASB 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 adoption of amendment to IAS 12 did not have any impact on consolidated financial statements of the Company. Amendment to IFRS 3 - Business combination On October 22, 2018, the IASB 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 a group of similar assets. These amendments are effective for annual reporting periods beginning on or after January 1, 2020, with earlier application permitted. The adoption of amendment to IFRS 3 is not expected to have any impact on the consolidated financial statements of the Company. Amendment to IFRS 9, IAS 39 and IFRS 7 – Interest Rate Benchmark Reform On September 26, 2019, the IASB amended some of its requirements for hedge accounting. The amendments provide relief from potential effects of the uncertainty caused by the IBOR reform. In addition, the amendments require companies to provide additional information to investors about their hedging relationships that are directly affected by these uncertainties. These amendments are effective for annual reporting periods beginning on or after January 1, 2020, with earlier application permitted. The Company does not expect the amendment to have any significant impact on its consolidated financial statements. Amendment to IAS 1 and IAS 8 – Definition of Material On October 30, 2018, the IASB issued Amendment to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to update a new definition of material in IAS 1. The amendments clarify the definition of “material” and how it should be applied by including in the definition guidance that until now has featured elsewhere in IFRS Standards. The new definition clarifies that, information is considered material if omitting, misstating, or obscuring such information, could reasonably be expected to influence the decisions that the primary users of general-purpose financial statements make on the basis of those financial statements. The definition of material in IAS 8 has been replaced by a reference to the definition of material in IAS 1. In addition, the IASB amended other Standards and the Conceptual Framework that contain a definition of material or refer to the term ‘material’ to ensure consistency. These amendments are effective prospectively for annual reporting periods beginning on or after January 1, 2020, with earlier application permitted. The Company does not expect the amendment to have any material impact on its evaluation of materiality in relation to its consolidated financial statements. New accounting standards not yet adopted by the Company: Amendment to IAS 1 – Presentation of Financial Statements standards, amendments Certain new standards and interpretations are not yet effective for annual periods beginning after April 1 2019 and have not been applied in preparing these consolidated financial statements. New standards, amendments to to On January 23, 2020, the IASB has issued “Classification of liabilities as Current or Non-Current (Amendments to IAS 1)” providing a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangement in place at the reporting 303 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited date. The amendments aim to promote consistency in applying the requirements by helping companies to determine whether, in the statement of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments also clarified the classification requirements for debt a company might settle by converting it into equity. These amendments are effective for annual reporting periods beginning on or after January 1, 2022 and are to be applied retrospectively, with earlier application permitted. The Company is currently evaluating the impact of amendment to IAS 1 on its consolidated financial statements. Amendment to IAS 37 – Onerous Contracts – Cost of Fulfilling a Contract On May 14, 2020, the IASB issued “Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37)”, amending the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendment specifies that the “cost of fulfilling” a contract comprises the “costs that relate directly to the contract”. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate 4. Property, plant and equipment directly to fulfilling contracts. These amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application is permitted. The Company is currently evaluating the impact of amendment to IAS 37 on its consolidated financial statements. Amendment to IFRS 16 – Leases On May 15, 2020, the IASB issued amendments to IFRS 16, “Leases”, provide lessees with an exemption from assessing whether a COVID- 19-related rent concession is a lease modification. The amendments allowed the expedient to be applied to COVID-19-related rent concessions to payments originally due on or before 30 June 2021 and also require disclosure of the amount recognized in profit or loss to reflect changes in lease payments that arise from COVID- 19-related rent concessions. The reporting period in which a lessee first applies the amendment, it is not required to disclose certain quantitative information required under IAS 8. These amendments are effective for periods beginning on or after June 1, 2020, with earlier application is permitted. The Company is currently evaluating the impact of amendment to IFRS 16 on its consolidated financial statements. Land Buildings Plant and machinery * Furniture fixtures and equipment Vehicles Total 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 ` ` 3,637 (5) 65 - 3,697 - - - - - ` ` ` 25,145 (8) 2,684 (331) 27,490 5,824 8 1,034 (151) 6,715 ` ` ` 87,222 613 10,402 (5,871) 92,366 65,325 332 12,298 (4,767) 73,188 Net carrying value including Capital work-in-progress as at March 31, 2019 Gross carrying value: As at April 1, 2019 Reclassified on adoption of IFRS 16 Adjusted balance as at April 1, 2019 Translation adjustment Additions Additions through Business combinations Disposals As at March 31, 2020 Accumulated depreciation/ impairment: As at April 1, 2019 Reclassified on adoption of IFRS 16 ` ` ` 3,697 - 3,697 9 55 - - 3,761 - - ` ` ` 27,490 - 27,490 84 9,130 5 (199) 36,510 6,715 - 304 ` ` 92,366 (3,420) 88,946 1,437 13,571 417 (3,676) ` 100,695 73,188 (2,177) ` ` ` ` ` ` 15,772 - 1,951 (1,218) 16,505 11,983 (6) 1,363 (747) 12,593 16,505 - 16,505 129 3,487 7 (258) 19,870 12,593 - ` ` ` ` ` ` 1,139 (6) 4 (189) 948 506 (3) 304 (125) 682 948 - 948 (5) 11 - (146) 808 ` 132,915 594 15,106 (7,609) 141,006 ` ` ` ` 83,638 331 14,999 (5,790) 93,178 22,773 70,601 ` 141,006 (3,420) ` 137,586 1,654 26,254 429 (4,279) ` 161,644 682 - ` 93,178 (2,177) Annual Report 2019-20 Adjusted balance as at April 1, 2019 Translation adjustment Depreciation and impairment ** Disposals As at March 31, 2020 Capital work-in-progress Land Buildings ` ` - - - - - ` ` 6,715 32 1,319 (118) 7,948 Plant and machinery * ` 71,011 1,066 8,628 (2,649) ` 78,056 Furniture fixtures and equipment ` 12,593 91 1,556 (99) ` 14,141 Net carrying value including Capital work-in-progress as at March 31, 2020 Vehicles Total ` ` 682 (2) 175 (128) 727 ` 91,001 1,187 11,678 (2,994) ` 100,872 ` 20,348 ` 81,120 * Including net carrying value of computer equipment and software amounting to ` 16,375 and ` 16,844, as at March 31, 2019 and 2020, respectively. ** Includes impairment charge on software platform recognized on acquisitions, amounting to Nil, ` 1,480 and Nil, for the year ended March 31, 2018, 2019 and 2020, respectively, is included in cost of revenues in the consolidated statement of income. 5. Right-of-use assets Gross carrying value: As at April 1, 2019 Additions Additions through Business combinations Disposals Translation adjustment As at March 31, 2020 Accumulated depreciation: Depreciation Disposals Translation adjustment As at March 31, 2020 Net carrying value as at March 31, 2020 * Includes computer equipment. 6. Goodwill and intangible assets The movement in goodwill balance is given below: Category of RoU asset Land Buildings Plant and ma- chinery * Vehicles Total ` ` ` 2,003 - - - - 2,003 27 - - 27 ` ` ` 11,502 3,520 364 (41) 279 15,624 3,884 (18) 62 3,928 ` ` ` 2,941 1,210 - (47) 132 4,236 1,731 (47) 37 1,721 ` ` ` 649 219 - (59) 17 826 269 (10) 6 265 ` ` ` ` 17,095 4,949 364 (147) 428 22,689 5,911 (75) 105 5,941 16,748 Year ended March 31, Balance at the beginning of the year Translation adjustment Acquisition through business combination (Refer to Note 7) Disposal (Refer to Note 26) Assets reclassified as held for sale (Refer to Note 26) Balance at the end of the year 2019 ` 117,584 4,529 - (4,893) (240) 116,980 ` ` 2020 ` 116,980 9,199 4,833 - - 131,012 The Company is organized by three operating segments: IT Services, IT Products and India State Run Enterprise Services. Goodwill as at March 31, 2019 and 2020 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. 305 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Goodwill has been allocated to the CGUs as at March 31, 2020 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, 2020 19,225 55,642 14,501 15,782 11,998 12,821 1,043 131,012 ` Following table presents the allocation of goodwill to the CGUs for the year ended March 31, 2019: 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 ` Gross carrying value: As at April 1, 2018 Translation adjustment Disposal (Refer to Note 26) As at March 31, 2019 Accumulated amortization/ impairment: As at April 1, 2018 Translation adjustment Amortization and impairment * Disposal (Refer to Note 26) As at March 31, 2019 Net carrying value as at March 31, 2019 Gross carrying value: As at April 1, 2019 Translation adjustment Acquisition through business combinations (Refer to Note 7) As at March 31, 2020 Accumulated amortization/ impairment: As at April 1, 2019 Translation adjustment Amortization and impairment * As at March 31, 2020 Net carrying value as at March 31, 2020 For 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, 2019 and 2020, 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 2020 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: Intangible assets Customer related Marketing related Total ` ` ` ` ` ` ` ` ` ` 26,586 555 (217) 26,924 12,263 35 3,148 (101) 15,345 11,579 26,924 1,031 4,535 32,490 15,345 220 2,333 17,898 14,592 ` ` ` ` ` ` ` ` ` ` 6,551 217 (823) 5,945 2,761 64 1,136 (199) 3,762 2,183 5,945 382 371 6,698 3,762 226 940 4,928 1,770 ` ` ` ` ` ` ` ` ` ` 33,137 772 (1,040) 32,869 15,024 99 4,284 (300) 19,107 13,762 32,869 1,413 4,906 39,188 19,107 446 3,273 22,826 16,362 * includes impairment charge on certain intangible assets recognized on acquisitions, amounting to ` 643, ` 838 and ` Nil for the year ended March 31, 2018, 2019 and 2020, respectively. 306 Annual Report 2019-20 Amortization and impairment expense on intangible assets are included in selling and marketing expenses in the consolidated statement of income. As at March 31, 2020, the estimated remaining amortization period for intangible assets acquired on acquisition are as follows: International TechneGroup Incorporated, a global digital engineering and manufacturing solutions company, and (c) the acquisition of Rational Interaction, Inc, a digital customer experience management company. The following table presents the provisional purchase price allocation: Acquisition ATCO I-Tek Cellent AG Appirio Inc. Vara Infotech Private Limited International TechneGroup Incorporated Rational Interaction, Inc. Other entities 7. Business combination Estimated remaining amortization period 4.50 years 0.75 – 2.75 years 1.75 years 6.50 - 9.50 years 4.50 years 2.75 - 6.75 years 0.25 – 12.25 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 individually and in aggregate are not material) for a total consideration of ` 6,924. These transactions include (a) the acquisition of IT service provider which is focused on Brazilian markets, (b) the acquisition of a design and business strategy consultancy firm based in United States, and (c) the acquisition of intangible assets, assembled workforce and a multi- year service agreement which qualify as business combination. The following table presents the allocation of purchase price: Description Purchase price allocated Net assets Customer related intangibles Marketing related intangibles Deferred tax liabilities on intangible assets Total Goodwill Total purchase price ` ` ` 907 4,535 371 (213) 5,600 4,833 10,433 Net assets acquired include ` 317 of cash and cash equivalents and trade receivables valued at ` 831. The goodwill of ` 4,833 comprises value of acquired workforce and expected synergies arising from the business combinations. The goodwill was allocated to IT Services segment and is partially deductible for income tax purposes in India and United States. The pro-forma effects of these business combinations on the Company’s results were not material. 8. Investments Investments consist of the following: As at March 31, 2020 2019 Description Net assets Customer related intangibles Other intangible assets Total Goodwill Total purchase price Purchase price allocated Non-current Financial instruments at FVTOCI ` ` ` 5 5,565 169 5,739 1,185 6,924 Equity instruments ` 6,916 ` 9,297 Financial instruments at amortized cost Inter corporate and term deposits * - 5 ` 6,916 ` 9,302 Current 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 ` 13,960 ` 14,795 185,048 155,587 Inter corporate and term deposits * 21,708 19,253 The goodwill of ` 1,185 comprises value of acquired workforce and expected synergies arising from the acquisition. The goodwill was allocated to IT Services segment and is partially deductible for United States 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, 2020 is given below: Total ` 220,716 ` 189,635 ` 227,632 ` 198,937 During the year ended March 31, 2020, the Company has completed three business combinations (which both in aggregate are not material) for a total consideration of ` 10,433. These include (a) taking over customer contracts, leased facilities, assets and employees of Vara Infotech Private Limited, (b) the acquisition of individually and * These deposits earn a fixed rate of interest. Term deposits include non- current and current deposits in lien with banks primarily on account of term deposits held as margin money deposits against guarantees amounting to ` 5, and ` 796, respectively (March 31, 2019: Term deposits current of ` 463). 307 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Investments accounted for using the equity method 11. Cash and cash equivalents The Company has no material associates as at March 31, 2019 and 2020. 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: Cash and cash equivalents as at March 31, 2018, 2019 and 2020, consist of cash and balance in deposits with banks. Cash and cash equivalents consist of the following: As at March 31, As at March 31, 2020 2019 ` 1,383 ` 1,235 Cash and bank balances Demand deposits with banks * 2019 2018 2020 ` 23,300 ` 41,966 ` 34,087 110,412 116,563 21,625 ` 44,925 ` 158,529 ` 144,499 Carrying amount of interest using the equity method the Company’s in associates accounted for For the year ended March 31, 2018 2019 2020 ` 11 ` (43) ` 29 Company’s share of net profit /(loss) of associates using accounted the equity method in consolidated statement of income for 9. Trade receivables Trade receivables ` 119,686 ` 124,460 As at March 31, 2019 2020 Allowance for lifetime expected credit loss Non-current Current (14,824) (13,937) ` 104,862 ` 110,523 4,373 100,489 6,049 104,474 The activity in the allowance for lifetime expected credit loss is given below: As at March 31, 2019 14,570 ` 2020 14,824 ` * 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: As at March 31, 2018 2019 2020 ` 44,925 ` 158,529 ` 144,499 (3,999) (395) ` 40,926 ` 158,525 ` 144,104 (4) Cash and cash equivalents (as above) Bank overdrafts 12. Other financial assets Non-current Security deposits Interest receivables Finance lease receivables Other deposits Current Security deposits Dues from officers and employees Finance lease receivables Interest receivables Other deposits Others As at March 31, 2019 2020 ` ` 1,436 1,139 1,794 777 5,146 ` 1,050 738 1,618 1,789 33 9,383 ` 14,611 ` 19,757 ` ` 1,581 1,139 2,359 802 5,881 ` 1,127 1,040 2,811 2,581 5 1,050 ` 8,614 ` 14,495 Balance at the beginning of the year Additions during the year, net (Refer to Note 25) Charged against allowance Translation adjustment Balance at the end of the year 10. Inventories Inventories consist of the following: Stores and spare parts Finished and traded goods 980 1,043 Finance lease receivables (772) 46 ` 14,824 (2,139) 209 ` 13,937 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 Present value of minimum lease payments As at March 31, As at March 31, ` 2019 677 3,274 ` 2020 613 1,252 Not later than one year Later than one year but not later than five years ` 3,951 ` 1,865 Later than five years 308 2019 2020 ` 1,742 ` 2,986 ` 1,618 ` 2,811 2020 2019 1,813 2,473 1,752 2,359 44 - 42 - Annual Report 2019-20 Minimum lease payments Present value of minimum lease payments As at March 31, 2019 2020 2019 2020 14. Loans, borrowings and bank overdrafts Short-term loans, borrowings and bank overdrafts The Company had loans, borrowings and bank overdrafts amounting to ` 68,085 and ` 54,020, as at March 31, 2019 and 2020, respectively. 3,599 5,459 3,412 5,170 The principal source of borrowings from banks as at March 31, 2020 (187) (289) - - primarily consists of lines of credit of approximately ` 17,960, U.S. Dollar (U.S.$) 955 million, Canadian Dollar (CAD) 71 million, Saudi Riyal ` 3,412 ` 5,170 ` 3,412 ` 5,170 (SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP) 7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million, 1,794 2,359 Brazilian Real (BRL) 10 million, Mexican Peso (MXN) 33 million, and Gross investment in lease Less: Unearned finance income Present value of minimum lease payment receivables Non-current finance lease receivables Current finance lease receivables 13. Other assets Non-current Prepaid expenses Costs to obtain contract* Costs to fulfil contract Others Current Prepaid expenses Dues from officers and employees Advance to suppliers Balance with GST and other authorities Costs to obtain contract* Others 1,618 2,811 As at March 31, 2019 2020 ` 6,323 4,212 - 5,337 ` 15,872 ` 12,148 871 3,247 5,543 1,170 107 ` 23,086 ` 38,958 ` 4,535 4,030 305 3,065 ` 11,935 ` 9,876 310 3,121 7,805 1,258 135 ` 22,505 ` 34,440 Indonesian Rupiah (IDR) 13,000 million from bankers for working capital requirements and other short-term needs. As at March 31, 2020, the Company has unutilized lines of credit aggregating ` 4,260, U.S. Dollar (U.S.$) 471 million, Canadian Dollar (CAD) 3 million, Saudi Riyal (SAR) 128 million, Euro (EUR) 19 million, Great British Pound (GBP) 7 million, Chinese Yuan (CNY) 20 million, Qatari Riyal (QAR) 10 million, Brazilian Real (BRL) 1 million, Mexican Peso (MXN) 33 million, and Indonesian Rupiah (IDR) 13,000 million. To utilize these unused lines of credit, the Company requires consent of the lender and compliance with certain financial covenants. Significant portion of these lines of credit are revolving credit facilities and floating rate foreign currency loans, renewable on a periodic basis. The Company has non-fund based revolving credit facilities in various currencies equivalent to ` 40,470 and ` 41,597, as at March 31, 2019 and 2020, respectively, towards operational requirements that can be used for the issuance of letters of credit and bank guarantees. As at March 31, 2019, and 2020, an amount of ` 22,014, and ` 22,790, respectively, was unutilized out of these non-fund-based facilities. As at March 31, 2019 As at March 31, 2020 Foreign currency in millions Indian Rupee Foreign currency in millions Indian Rupee Interest rate Final maturity 382 52 - 1 ^ ^ ^ 311 ^ - 1 ^ ^ - 23,478 2.20% - 3.81% 25 1.48% - 3.26% 440 8.29% - 9.35% 4.65% 2.93% 2.87% 44 22 13 - 24,022 ` July-21 July-21 March-24 January-22 February-22 March-23 4,840 19,182 26,395 2,701 162 70 31 19 2 29,380 2,002 31,382 28,368 3,014 309 ` ` * Amortization during the year ended March 31, 2019 and 2020 amounting to ` 934 and ` 1,237 respectively. Long-term loans and borrowings Currency Unsecured loans U.S. Dollar (U.S.$) Canadian Dollar (CAD) Indian Rupee (INR) Australian Dollar (AUD) Great British Pound (GBP) Euro (EUR) Brazilian Real (BRL) Obligations under finance leases Non-current portion of long term loans and borrowings Current portion of long term loans and borrowings ^ Value is less than 1 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Cash and non-cash changes in liabilities arising from financing activities Non-cash changes Borrowings from banks Bank overdrafts External commercial borrowings Obligations under finance leases Loans from other than banks Borrowings from banks Bank overdrafts Obligations under finance leases Loans from other than banks Lease Liabilities April 1, 2018 Cash flow ` 119,689 3,999 9,777 3,973 821 ` 138,259 ` (26,228) (3,995) (10,064) (2,234) (352) ` (42,873) Assets taken on finance lease ` ` Foreign exchange movements 3,518 - 287 249 13 4,067 ` - - - 14 - 14 ` April 1, 2019 Cash flow ` ` 96,979 4 2,002 482 - 99,467 ` (26,138) 391 - 100 (6,784) ` (32,431) IFRS 16 adoption Non-cash changes Additions to lease liabilities ` ` - - (2,002) - 17,381 15,379 ` ` - - - - 7,942 7,942 ` Foreign exchange movements 6,217 - - 7 659 6,883 ` March 31, 2019 ` ` 96,979 4 - 2,002 482 99,467 March 31, 2020 ` ` 77,058 395 - 589 19,198 97,240 15. Trade payables and accrued expenses Trade payables and accrued expenses consist of the followings: Significant portion of loans, borrowings and bank overdrafts bear floating rates of interest, referenced to LIBOR or other similar country specific official benchmark interest rates and a spread, determined based on market conditions. 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 2020, the Company has met all the covenants under these arrangements. Obligations under finance leases amounting to ` 2,002 as at March 31, 2019 were secured by underlying property, plant and equipment. Interest expense on loans, borrowings and bank overdrafts was ` 3,045, ` 4,058, and ` 3,166 for the year ended March 31, 2018, 2019 and 2020, respectively. Details of finance lease payables are given below: Trade payables Accrued expenses 16. Other financial liabilities Non-current Cash Settled ADS RSUs (Refer to Note 30) Deposits and others Not later than one year Later than one year but not later than five years Total minimum lease payments Less: Amounts representing interest Obligation under finance lease Non-current finance lease payables Current finance lease payables As at March 31, 2019 Current Minimum lease payments Present value of minimum lease payment ` 1,555 ` 1,506 Cash Settled ADS RSUs (Refer to Note 30) Deposits and others 506 2,061 496 2,002 17. Other liabilities Non-current Employee benefits obligations Others (59) 2,002 ` - 2,002 ` 496 1,506 310 As at March 31, 2019 ` 28,527 59,777 2020 ` 27,053 51,076 ` 88,304 ` 78,129 As at March 31, 2019 2020 ` ` ` ` ` - - - - 644 644 644 ` 146 5 ` 151 ` 350 549 899 1,050 ` ` As at March 31, 2019 2020 ` 2,083 3,175 ` 3,767 3,770 ` 5,258 ` 7,537 Annual Report 2019-20 As at March 31, 2019 2020 18. Provisions Current Statutory and other liabilities ` 5,430 ` 4,919 Employee benefits obligations 10,065 12,356 Advance from customers Others 1,361 1,190 1,464 515 ` 18,046 ` 19,254 ` 23,304 ` 26,791 Non-current Provision for warranty Current Provision for warranty Others A summary of activity in provision for warranty and other provisions is as follows: As at March 31, 2019 2020 ` ` ` ` ` 2 2 275 363 638 640 ` ` ` ` ` 2 2 317 295 612 614 Balance at the beginning of the year Additional provision during the year Provision used during the year Balance at the end of the year Year ended March 31, 2019 Year ended March 31, 2020 Provision for warranty Others Total Provision for warranty Others Total ` ` 293 295 (311) 277 ` ` 506 13 (156) 363 ` ` 799 308 (467) 640 ` ` 277 360 (318) 319 ` ` 363 98 (166) 295 ` ` 640 458 (484) 614 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. 19. Financial instruments Financial assets and liabilities (carrying value / fair value) As at March 31, 2019 2020 Assets: Cash and cash equivalents ` 158,529 ` 144,499 Investments Financial instruments at FVTPL Financial instruments at FVTOCI Financial instruments at Amortized cost 13,960 191,964 14,795 164,884 21,708 19,258 Other financial assets Trade receivables Unbilled receivables Other assets Derivative assets Liabilities: Trade payables and other payables Trade payables and accrued expenses Lease liabilities Other liabilities Loans, borrowings and bank over- drafts Derivative liabilities 104,862 22,880 19,757 5,104 110,523 25,209 14,495 3,025 ` 538,764 ` 496,688 ` 88,304 - 644 ` 78,129 19,198 1,050 99,467 78,042 1,310 7,369 ` 189,725 ` 183,788 Offsetting financial assets and liabilities The following table contains information on other financial assets and trade payable and other liabilities subject to offsetting: Gross amounts of recognized other financial assets As at March 31, 2019 As at March 31, 2020 ` 154,129 ` 157,304 Gross amounts of recognized trade payables and other payables As at March 31, 2019 As at March 31, 2020 ` ` 95,578 86,256 Financial assets Gross amounts of recognized financial liabilities set off in the balance sheet ` ` (6,630) (7,077) Net amounts of recognized other financial assets presented in the balance sheet ` 147,499 ` 150,227 Financial liabilities Gross amounts of recognized financial liabilities set off in the balance sheet ` ` (6,630) (7,077) Net amounts of recognized trade payables and other payables presented in the balance sheet 88,948 79,179 ` ` 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 Financial assets and liabilities include cash and cash equivalents, trade receivables, unbilled receivables, finance lease receivables, employee and other advances, eligible current and non-current assets, loans, borrowings and bank overdrafts, trade payable and 311 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited accrued expenses, and eligible current liabilities and non-current liabilities. The fair value of cash and cash equivalents, trade receivables, unbilled receivables, loans, borrowings and bank overdrafts, trade payables and accrued expenses, 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 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, 2020 and 2019, the carrying value of such receivables, net of allowances approximates the fair value. 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. 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 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: Particular 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 3 Level 2 Level 1 Total As at March 31, 2020 Fair value measurements at reporting date Level 3 Level 2 Level 1 Total ` 3,149 ` 1,955 - - ` 3,149 ` 1,955 - - ` 1,382 ` 1,643 - - ` 1,382 ` 1,643 - - 13,960 6,916 13,960 - - 248 - 6,668 14,795 9,297 14,795 - - 119 - 9,178 185,048 6,865 178,183 ` (130) (1,180) ` - - ` (130) (1,180) ` - - - 155,587 12,983 142,604 ` (4,057) (3,312) ` - - ` (4,057) (3,312) ` - - - 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 derivative financial instruments with various counterparties, 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, 2020, 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. The following methods and assumptions were used to estimate the fair value of the level 3 financial instruments included in the above table. 312 Annual Report 2019-20 Investment in equity instruments: Fair value of these instruments is determined using market and income approaches. Details of assets and liabilities considered under Level 3 classification Balance as at April 1, 2018 Additions Transfers out of level 3 Disposal Gain recognized in foreign currency translation reserve Loss recognized in other comprehensive income Balance as at March 31, 2019 Balance as at April 1, 2019 Additions Transfers out of level 3 Disposal Gain recognized in foreign currency translation reserve Gain recognized in other comprehensive income Balance as at March 31, 2020 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 6,668 2,124 - (1,327) 855 858 9,178 Items Valuation technique Significant unobservable input Movement by Increase (`) Decrease (`) Unquoted equity investments As at March 31, 2020 Discounted cash flow model Long term growth rate Discount rate 0.5% 0.5% 201 (243) (187) 256 Items Valuation technique Significant unobservable input Movement by Increase (`) Decrease (`) Unquoted equity investments Discounted cash flow model Long term growth rate Discount rate 0.5% 0.5% 298 (388) (273) 404 As at March 31, 2019 and 2020, 0.5 percentage point increase/(decrease) in the unobservable inputs used in fair valuation of other 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, 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 derivative instruments Sell : Forward contracts As at March 31, 2019 2020 Notional Fair value Notional Fair value (in million) USD 333 ` 1,410 € - £ - AUD 97 - - 15 ` USD 1,011 € 121 £ 52 AUD 144 ` (2,902) ` ` ` 231 240 741 313 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Range forward option contracts Interest rate swaps Non-designated derivative instruments Sell : Forward contracts * Range forward option contracts Buy : Forward contracts Notional USD 1,067 £ 191 € 153 56 AUD USD 75 USD 1,182 € 32 £ 1 AUD 82 SGD 11 ZAR 56 CAD 56 SAR 123 AED 9 PLN 38 CHF 10 QAR 3 TRY 28 NOK 29 OMR 1 SEK 35 MYR - JPY - USD 150 € 31 £ 71 USD 730 JPY 154 MXN 9 DKK 75 As at March 31, 2019 2020 Fair value 1,149 68 349 39 (11) Notional USD 474 £ 98 € 39 AUD - USD - ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` USD 1,314 1,359 € 59 55 £ 81 (1) AUD 56 28 SGD 7 1 ZAR 17 14 CAD 51 40 SAR 60 (1) AED - ^ PLN 34 15 CHF 7 ^ QAR 19 (1) TRY 30 12 NOK 19 4 OMR 2 (1) SEK 13 5 MYR 20 - JPY 325 - USD - 161 € - 12 £ - 57 USD 480 (971) ^ JPY - ^ MXN 11 DKK 9 (13) 3,794 * USD 1,182 and USD 1,314 includes USD/PHP sell forward of USD 117 and USD 176 as at March 31, 2019 and 2020, respectively. ^ 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: 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 ` ` ` 6 1,069 2,087 3,162 3,019 (604) 2,415 As at March 31, 2019 (143) ` *Includes net gain/(loss) reclassified to revenue (March 31, 2019: ` 2,585, March 31, 2020: ` (4,761)) and cost of revenues (March 31, 2019: ` (498), March 31, 2020: ` 1,379). 314 Fair value ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` (1,057) (13) 85 - - (3,116) 34 112 115 8 1 153 (1) - 13 4 (8) 31 16 1 4 1 ^ - - - 972 - (9) ^ (4,344) 2020 3,019 (201) (2,312) (3,382) ` (5,895) (2,876) 561 ` (2,315) Annual Report 2019-20 The related hedge transactions for balance in cash flow hedging reserves as at March 31, 2020 are expected to occur and be reclassified to the consolidated statement of income over a period of three years. As at March 31, 2019 and 2020 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, 2018, 2019 and 2020 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. 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 investments, foreign currency financial receivables, payables and loans and borrowings. instruments including 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 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 also designates foreign currency borrowings as hedge against respective net investments in foreign operations. As at March 31, 2020, a ` 1 increase in the spot exchange rate of the Indian rupee with the U.S. dollar would result in approximately ` 1,972 (consolidated statement of income ` 658 and other comprehensive income ` 1,314) decrease in the fair value, and a ` 1 decrease would result in approximately ` 1,912 (consolidated statement of income ` 658 and other comprehensive income ` 1,254) increase in the fair value of foreign currency dollar denominated derivative instruments (forward and option contracts). The below table presents foreign currency risk from non-derivative financial instruments as at March 31, 2019 and 2020: Trade receivables Unbilled receivables Contract assets As at March 31, 2019 US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies # Total ` 39,896 8,038 4,706 ` 8,030 1,609 1,445 ` 5,212 3,146 2,270 ` 3,542 1,225 836 ` 1,528 204 150 ` 3,880 743 598 ` 62,088 14,965 10,005 315 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Cash and cash equivalents Other assets Loans, borrowings and bank overdrafts Trade payables, accrued expenses and other liabilities Net assets/ (liabilities) Trade receivables Unbilled receivables Contract assets Cash and cash equivalents Other assets Loans, borrowings and bank overdrafts Lease Liabilities 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 21,997 8,553 (50,516) 2,884 1,173 (20) 1,573 4,056 (21) 1,003 1,038 (33) 1,928 1,033 - 2,204 4,544 31,589 20,397 (21) (50,611) (27,202) (5,779) (4,646) (1,526) (806) (2,787) (42,746) ` 5,472 ` 9,342 ` 11,590 ` 6,085 ` 4,037 ` 9,161 ` 45,687 As at March 31, 2020 US $ Euro Pound Sterling Australian Dollar Canadian Dollar Other currencies # Total ` 42,329 11,127 5,517 13,481 49,835 (36,578) (3,393) ` 8,860 1,030 1,559 3,978 4,314 - (2,606) ` 7,735 2,221 2,850 1,697 3,283 - (373) ` 3,044 784 654 586 413 - (214) ` 1,388 291 146 1,292 1,447 - (16) ` 4,522 1,126 790 1,733 1,805 ` 67,878 16,579 11,516 22,767 61,097 - (1,412) (36,578) (8,014) (27,457) ` 54,861 (3,419) ` 13,716 (3,718) ` 13,695 (1,228) 4,039 ` (605) 3,943 ` (3,087) 5,477 ` (39,514) ` 95,731 # Other currencies reflect currencies such as Swiss Franc, UAE Dirham, Saudi Riyal, Singapore Dollar, etc. As at March 31, 2019 and 2020, respectively, every 1% increase/ decrease in the respective foreign currencies compared to functional currency of the Company would impact results by approximately ` 457 and ` 957, 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. From time to time, 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 as on March 31, 2020, additional net annual interest expense on floating rate borrowing would amount to approximately ` 773. 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, forward looking macroeconomic information, 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 2020, or revenues for the year ended March 31, 2018, 2019 and 2020. 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 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, 2020, 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. 316 Annual Report 2019-20 Loans, borrowings and bank overdrafts * Trade payables and accrued expenses Derivative liabilities Other liabilities Loans, borrowings and bank overdrafts * Lease Liabilities * Trade payables and accrued expenses Derivative liabilities Other liabilities Carrying value Less than 1 year ` 99,467 88,304 1,310 644 ` 73,559 88,304 1,310 644 Carrying value Less than 1 year ` 78,042 19,198 78,129 7,369 1,050 ` 74,663 7,322 78,129 7,231 899 As at March 31, 2019 1-2 years 2-4 years ` 24,887 - - - ` 4,309 - - - As at March 31, 2020 1-2 years 2-4 years ` 4,761 6,128 - 90 88 ` 119 5,425 - 48 63 Beyond 4 years ` - - - - Beyond 4years ` - 2,192 - - - Total ` 102,755 88,304 1,310 644 Total ` 79,543 21,067 78,129 7,369 1,050 * Includes future cash outflow towards estimated interest on borrowings and lease 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: As at March 31, Cash and cash equivalents Investments Loans, borrowings and bank overdrafts 2019 2020 ` 158,529 ` 144,499 189,635 (78,042) 220,716 (99,467) ` 279,778 ` 256,092 20. Foreign currency translation reserve The movement in foreign currency translation reserve attributable to equity holders of the Company is summarized below: Balance at the beginning of the year ` 16,618 ` 15,250 As at March 31, 2019 2020 21. Income taxes Income tax expense has been allocated as follows: Year ended March 31, 2019 2020 2018 Income tax expense as per the consolidated statement of income Income tax included in other comprehensive income on: Unrealized losses on investment securities Gains/(losses) on cash flow hedging derivatives Defined benefit plan actuarial gains/(losses) ` 22,390 ` 25,242 ` 24,799 (644) (65) (230) (1,448) 633 (1,165) 255 47 (196) ` 20,553 ` 25,857 ` 23,208 Income tax expense consists of the following: Translation difference related to foreign operations, net foreign Reclassification of currency translation differences to profit and loss on sale of hosted Data center services business foreign Reclassification of currency translation differences to profit and loss on sale of Workday business and Cornerstone OnDemand business Change in effective portion of hedges of net investment in foreign operations 3,129 8,289 (4,131) (79) (287) Current taxes Domestic Foreign Deferred taxes Domestic Foreign - - - Total change during the year (1,368) 8,289 Balance at the end of the year ` 15,250 ` 23,539 Year ended March 31, 2018 2019 2020 ` 18,500 ` 17,987 ` 18,437 7,834 5,663 5,887 26,334 23,650 24,324 3 (180) 1,624 (3,947) 1,772 (1,149) (3,944) 1,592 475 ` 22,390 ` 25,242 ` 24,799 317 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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: The components of deferred tax assets and liabilities are as follows: Year ended March 31, 2018 2019 2020 ` 102,474 ` 115,415 ` 122,512 34.61% 34.94% 34.94% 35,466 40,326 42,806 (12,878) (18,469) (12,930) 167 (796) 480 Carry forward losses * Trade payables, accrued expenses and other liabilities Allowances for lifetime expected credit loss Minimum alternate tax Cash flow hedges Others (111) (1,002) (3,122) Amortizable goodwill Property, plant and equipment (1,563) - - Intangible assets Interest income and fair value movement of investments (380) (2,267) (116) 239 3,972 (3,898) Cash flow hedges Contract liabilities As at March 31, 2019 2020 ` 3,149 ` 2,044 3,713 4,994 4,521 3,921 - - 318 3,425 561 - 11,701 14,945 (1,840) (686) (1,899) (2,166) (2,295) (1,541) (1,455) (626) (604) (289) - (11) 1,431 3,503 1,785 SEZ Re-investment Reserve (1,132) (6,614) Profit before taxes 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 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 Income tax expense Effective income tax rate 19 (206) ` 22,390 ` 25,242 ` 24,799 20.24% 21.87% 21.85% (25) * 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. Movement in deferred tax assets and liabilities Others Net deferred tax assets Amounts presented in consolidated statement of financial position: Deferred tax assets Deferred tax liabilities - (121) (9,514) (11,765) ` 2,187 ` 3,180 ` 5,604 ` 6,005 ` (3,417) ` (2,825) * Includes deferred tax asset recognized on carry forward losses pertaining to business combinations. Movement during the year ended March 31, 2018 As at April 1, 2017 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 income 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) Credit/ (charge) in the consolidated statement of income ` 133 243 1,564 (1,446) 912 1,522 1,546 (112) - (35) (383) 3,944 ` Credit/ (charge) in other comprehensive income * On account of business combination ` 48 ` (246) 2 - (75) (53) (112) 645 1,448 (9) (75) 1,573 ` ` - - - - - - (113) - - - - (113) Assets held for sale As at March 31, 2018 ` - ` 5,694 (41) (22) - 1,150 778 - - - (46) 142 1,961 ` 3,107 4,499 74 (2,166) (1,810) (3,190) (1,712) 29 (273) (403) 3,849 ` 318 Annual Report 2019-20 Movement during the year ended March 31, 2019 As at April 1, 2018 Credit/ (charge) in the consolidated statement of income Credit/ (charge) in other comprehensive income * Others (Note 36) As at March 31, 2019 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 income and fair value movement of investments Cash flow hedges Contract liabilities SEZ Re-investment Reserve Others Total ` 5,694 ` (2,879) ` 334 ` - ` 3,149 3,107 4,499 74 (2,166) (1,810) (3,190) (1,712) 29 (273) - (403) 3,849 ` 295 9 (74) 219 16 1,076 186 - (1) (1,132) 693 (1,592) ` (22) 2 - (94) (105) (181) 71 (633) (15) - 27 (616) ` ` 333 11 - 201 - - - - - - 1 546 3,713 4,521 - (1,840) (1,899) (2,295) (1,455) (604) (289) (1,132) 318 2,187 ` Movement during the year ended March 31, 2020 As at April 1, 2019 Credit/ (charge) in the consolidated statement of income Credit/ (charge) in other comprehensive income * On account of business combination As at March 31, 2020 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 income and fair value movement of investments Cash flow hedges Contract liabilities SEZ Re-investment Reserve Others Total *Includes impact of foreign currency translation. ` 3,149 ` (1,287) ` 182 ` - ` 2,044 3,713 4,521 - (1,840) (1,899) (2,295) (1,455) (604) (289) (1,132) 318 2,187 ` 1,033 (591) 3,425 1,150 (92) 1,021 599 - 285 (5,482) (536) (475) ` 248 (9) - 4 (175) (90) 230 1,165 (7) - 97 1,645 ` - - - - - (177) - - - - - (177) 4,994 3,921 3,425 (686) (2,166) (1,541) (626) 561 (11) (6,614) (121) 3,180 ` ` 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. 319 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Deferred tax asset amounting to ` 6,769 and ` 8,124 as at March 31, 2019 and 2020, respectively in respect of unused tax losses have not been recognized by the Company. The tax loss carry-forwards of ` 24,355 and ` 29,736 as at March 31, 2019 and 2020, 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, ` 8,191, and ` 14,429 as at March 31, 2019 and 2020, 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 ` 15,307 as at March 31, 2019 and 2020, respectively, expires in various years through fiscal 2038. The Company has recognized deferred tax assets of ` 3,149 and ` 2,044 primarily in respect of carry forward losses of its various subsidiaries as at March 31, 2019 and 2020, 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 Nil and ` 3,425 has been recognized in the statement of consolidated financial position as at March 31, 2019 and 2020, 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 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 2033-34. 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 ` 11,635, ` 15,390 and ` 11,963 for the years ended March 31, 2018, 2019 and 2020, 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, 2018, 2019 and 2020 was ` 1.84, ` 2.56, and ` 2.05, 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 ` 52,488 and ` 56,391 as at March 31, 2019 and 2020, 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. 22. 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, ` 1 and ` 1, during the years ended March 31, 2018, 2019 and 2020, respectively, including an interim dividend of ` 1, ` 1 and ` 1 for the year ended March 31, 2018, 2019 and 2020, 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 /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 reserve, 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 reserve (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. During the year ended March 31, 2020, the Company has concluded the buyback of 323,076,923 equity shares as approved by the Board of Directors on April 16, 2019. This has resulted in a total cash outflow of ` 105,000. In line with the requirement of the Companies Act, 2013, an amount of ` 105,000 has been utilized from retained earnings. 320 Annual Report 2019-20 Further, capital redemption reserve (included in other reserves) of ` 646 (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 ` 646. 23. 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’s focus is to keep 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, 2019 and 2020 was as follows: As at March 31, 2019 2020 % Change 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 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 IFRS 9 using expected credit loss method. 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. During the year ended March 31, 2020, the Company recognized revenue of ` 21,193 arising from contract liabilities as at March 31, 2019. 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 receivables on completion of milestones. During the year ended March 31, 2020, ` 13,068 of contract assets pertaining to fixed- price development contracts has been reclassified to 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. ` 568,116 ` 557,458 -1.88% B. Remaining Performance Obligations Equity attributable to the equity shareholders of the Company As percentage of total capital 85% 85% Current loans, borrowings and bank overdrafts Long-term loans and borrowings 71,099 73,202 28,368 4,840 Lease liabilities - 19,198 Total loans, borrowings and bank overdrafts and lease liabilities ` 99,467 ` 97,240 -2.24% As percentage of total capital 15% 15% Total capital ` 667,583 ` 654,698 -1.93% Loans and borrowings represent 15 % and 15% of total capital as at March 31, 2019 and 2020, respectively. The Company is not subjected to any externally imposed capital requirements. 24. Revenue Year ended March 31, 2018 2019 2020 Rendering of services ` 524,543 ` 571,301 ` 598,550 Sales of products 20,328 14,544 11,682 ` 544,871 ` 585,845 ` 610,232 A. Contract Assets and Liabilities The Company classifies its right to consideration in exchange for deliverables as either a receivable or a contract asset. 321 Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes contract liabilities 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 customers 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 with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause. As at March 31, 2020, the aggregate amount of transaction price allocated to remaining performance obligations, other than those meeting the exclusion criteria above, was ` 360,033 of which approximately 62% is expected to be recognized as revenues within two years, and the remainder thereafter. This includes contracts with a substantive enforceable termination penalty if the contract is terminated without cause by the customer, based on an overall assessment of the contract carried out at the time of inception. Historically, customers have not terminated contracts without cause. Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited C. Disaggregation of Revenues The tables below present 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. Information on disaggregation of revenues for the year ended March 31, 2019 is as follows: BFSI Health BU CBU ENU TECH MFG COMM Total IT Services IT Prod- ucts ISRE Total A. Revenue Rendering of services ` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` - ` 7,965 ` 571,301 Sales of products - - - - - - - - 14,544 - 14,544 ` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` 14,544 ` 7,965 ` 585,845 B. Revenue by geography India Americas Europe Rest of the World C. Revenue by nature of contract ` 3,868 ` 2,295 ` 1,006 ` 1,690 ` 1,392 ` 1,534 ` 3,095 ` 14,880 ` 8,154 ` 7,965 ` 30,999 98,428 46,856 24,364 57,204 7,591 6,852 59,262 17,636 10,893 22,739 29,795 18,105 54,679 16,441 3,596 21,541 18,211 7,694 321,547 7,420 143,950 4,869 14,280 82,959 2,112 2,240 2,038 - - - 323,659 146,190 84,997 ` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` 14,544 ` 7,965 ` 585,845 Fixed price and volume based ` 89,378 ` 53,462 ` 50,425 ` 51,799 ` 47,055 ` 31,843 ` 19,847 ` 343,809 ` - ` 6,176 ` 349,985 Time and materials 84,138 20,480 38,372 20,530 29,053 14,312 12,642 219,527 - 1,789 221,316 Products - - - - - - - - 14,544 - 14,544 ` 173,516 ` 73,942 ` 88,797 ` 72,329 ` 76,108 ` 46,155 ` 32,489 ` 563,336 ` 14,544 ` 7,965 ` 585,845 Information on disaggregation of revenues for the year ended March 31, 2020 is as follows: BFSI Health BU CBU ENU TECH MFG COMM Total IT Services IT Products ISRE Total A. Revenue Rendering of services ` 183,368 ` 77,794 ` 96,509 ` 75,958 ` 75,446 ` 47,859 ` 33,655 ` 590,589 ` - ` 7,961 ` 598,550 Sales of products - - - - - - - - 11,682 - 11,682 ` 183,368 ` 77,794 ` 96,509 ` 75,958 ` 75,446 ` 47,859 ` 33,655 ` 590,589 ` 11,682 ` 7,961 ` 610,232 B. Revenue by geography India Americas Europe Rest of the World C. Revenue by nature of contract ` 5,241 ` 2,522 ` 1,025 ` 1,832 ` 942 ` 1,908 ` 2,109 ` 15,579 ` 6,675 ` 7,961 ` 30,215 107,467 60,245 45,067 25,593 7,540 7,487 67,988 17,275 10,221 24,315 31,090 18,721 57,092 14,107 3,305 23,327 18,547 9,075 349,509 8,056 141,682 4,077 14,415 83,819 918 2,390 1,699 - - - 350,427 144,072 85,518 ` 183,368 ` 77,794 ` 96,509 ` 75,958 ` 75,446 ` 47,859 ` 33,655 ` 590,589 ` 11,682 ` 7,961 ` 610,232 Fixed price and volume based ` 101,875 ` 49,951 ` 53,575 ` 52,084 ` 49,733 ` 33,793 ` 21,908 ` 362,919 ` Time and materials 81,493 27,843 42,934 23,874 25,713 14,066 11,747 227,670 - - ` 6,415 ` 369,334 1,546 229,216 Products - - - - - - - - 11,682 - 11,682 ` 183,368 ` 77,794 ` 96,509 ` 75,958 ` 75,446 ` 47,859 ` 33,655 ` 590,589 ` 11,682 ` 7,961 ` 610,232 322 Annual Report 2019-20 25. Expenses by nature 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 pro- vision for deferred contract cost** Miscellaneous expenses*** Total cost of revenues, selling and marketing expenses and general and administrative expenses Year ended March 31, 2018 2019 2020 ` 272,223 ` 299,774 ` 326,571 90,521 11,491 18,169 19,733 94,725 13,567 17,768 22,213 84,437 18,985 17,399 21,044 21,124 19,474 20,862 5,353 4,690 2,400 3,140 6,565 4,561 4,361 1,621 2,714 980 4,705 11,736 4,812 4,733 3,004 2,532 1,043 5,344 ` 462,065 ` 493,494 ` 508,815 * Depreciation, amortization, and impairment includes impairment on certain software platform and intangible assets recognized on acquisitions, amounting to ` 643, ` 2,318 and Nil, for the year ended March 31, 2018, 2019 and 2020, respectively. ** Consequent to insolvency of two of our customers, the Company has recognized provision of ` 4,612 for impairment of receivables and deferred contract cost for the year ended March 31, 2018. ` 416 and ` 4,196 of these provisions have been included in cost of revenue and general and administrative expenses, respectively. *** Miscellaneous expenses for the year ended March 31, 2019, includes an amount of ` 5,141 ($ 75 million) paid to National Grid on settlement of a legal claim against the Company. 26. Other operating income Year ended March 31, 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. The calculation of the gain on sale is shown below: Particulars Cash consideration (net of disposal costs of ` 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 323 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 comprises cash consideration of ` 24,358 and units issued by the buyer amounting to ` 1,734. 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 business and Cornerstone OnDemand business: During the year ended March 31, 2019, the Company has concluded the Sale of Workday business and Cornerstone OnDemand business except in Portugal, France and Sweden. The calculation of the gain is as shown below: Particulars Cash consideration Less: Carrying amount of net assets disposed (includes goodwill of ` 4,893 and intangible assets of ` 740) Total ` 6,645 (5,475) Add: Reclassification of exchange difference on foreign currency translation 79 Gain on sale ` 1,249 Assets pertaining to Portugal, France, and Sweden expected to conclude in the quarter ending June 30, 2019, subject to obtaining regulatory approvals are classified as assets held for sale amounting to ` 240 as at March 31, 2019. These disposal groups do not constitute a major component of the Company and hence were not classified as discontinued operations. Year ended March 31, 2020 During the year ended March 31, 2020, the Company concluded the sale of assets pertaining to Workday business and Cornerstone OnDemand business in Portugal, France, and Sweden. A gain of ` 152 arising from such transaction has been recognized under other operating income. During the year ended March 31, 2020, the Company has partially met the first year and second year business targets pertaining to sale of data center business concluded during the year ended March 31, 2019. Change in fair value of the callable units pertaining to achievement of the business targets amounting to ` 992 for the year ended March 31, 2020, has been recognized under other operating income. Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 27. Finance expenses Interest expense Exchange fluctuation on foreign currency borrowings, net Year ended March 31, 2018 2019 2020 ` 3,451 ` 5,616 ` 5,136 2,379 1,759 2,192 ` 5,830 ` 7,375 ` 7,328 28. Finance and other income and Foreign exchange gains/(losses), net Interest income Dividend income Net gain from investments classified as FVTPL Net gain from investments classified as FVTOCI Finance and other income Foreign exchange gains/ (losses), net, on financial instruments measured at FVTPL Other Foreign exchange gains/(losses), net Foreign exchange gains/ (losses), net Year ended March 31, 2018 2019 2020 ` 17,806 609 ` 20,261 361 ` 21,764 367 5,410 1,990 1,275 174 ` 23,999 311 ` 22,923 675 ` 24,081 (107) 1,251 2,144 1,595 1,964 1,025 ` 1,488 ` 3,215 ` 3,169 ` 25,487 ` 26,138 ` 27,250 29. 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 period, 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, 2018 2019 2020 ` 80,081 ` 90,031 ` 97,218 6,333,391,200 6,007,376,837 5,833,384,018 ` 12.64 ` 14.99 ` 16.67 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 Weight average number of equity shares outstanding Effect of dilutive equivalent share options Weight average number of equity shares for diluted earnings per share Diluted earnings per share Year ended March 31, 2019 2020 2018 ` 80,081 ` 90,031 ` 97,218 6,333,391,200 6,007,376,837 5,833,384,018 11,091,433 14,927,530 14,439,221 6,344,482,633 6,022,304,367 5,847,823,239 ` 12.62 ` 14.95 ` 16.62 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 (including ADS holders). Refer to Note 22. 30. Employee stock incentive plans The stock compensation expense recognized for employee services received during the year ended March 31, 2018, 2019 and 2020, were ` 1,347, ` 1,938, and ` 1,262, 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 23,097,216, 27,353,853 and 22,746,081 treasury shares as at March 31, 2018, 2019 and 2020, respectively. 324 Annual Report 2019-20 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 two to four 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 RSU 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. The activity in these stock option plans and restricted stock unit option plan is summarized below: 2018 Year ended March 31, 2019 2020 Particulars Range of exercise price Numbers Outstanding at the beginning of the year Bonus on outstanding (Refer to Note 22) Granted * Exercised Modification to Cash Settled RSU’s ** Forfeited and Expired Outstanding at the end of the year Exercisable at the end of the year ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` ` 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 $ 0.03 480.20 2 US $ 0.03 20,181 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 ` ` ` ` ` ` ` ` Weighted Average 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 ` ` ` ` ` ` Numbers - 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 ` ` ` ` ` ` ` ` Weighted Average 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 ` ` ` ` ` ` Numbers - 17,607,463 14,446,790 - - - - 5,662,500 5,341,000 - (4,610,572) (2,496,125) - - (5,681,966) - (3,065,201) (3,755,159) - 15,594,190 7,854,540 - 1,502,957 1,212,560 ` ` ` ` ` ` ` ` Weighted Average 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 2.00 US $ 0.03 480.20 2 US $ 0.03 480.20 2 US $ 0.03 480.20 2 US $ 0.03 ` ` ` ` ` ` As at March 31, 2020, 4,721,388 units (net of units that were exercised or lapsed and forfeited) of Cash Settled RSU were outstanding which include 63,999 exercisable units. The carrying value of liability towards Cash Settled RSU’s outstanding was ` 496 which includes ` 15 towards exercisable units as at March 31, 2020. * Includes 1,097,600, 1,567,000 and 2,461,500 Performance based stock options (RSU) during the year ended March 31, 2018, 2019 and 2020, respectively. 1,113,600, 1,673,000 and 2,524,600 Performance based stock options (ADS) during the year ended March 31, 2018, 2019 and 2020, 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). 325 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited ** Restricted Stock Units arrangement that were modified during the year ended March 31, 2020 Pursuant to the Securities Exchange Board of India (“SEBI”) circular dated October 10, 2019 prohibiting issuance of depository receipts by listed companies to Non-Resident Indians (“NRIs”), the Board Governance, Nomination and Compensation Committee in November, 2019 approved cash pay out to its NRI employees in lieu of shares and upon exercise of vested ADS RSU under the Company’s WARSUP 2004 Plan, based on prevailing market price of ADS on the date of exercise. This change was accounted for as a modification and the fair value on the date of modification of ` 561 has been recognized as financial liability with a corresponding adjustment to equity. The following table summarizes information about outstanding stock options and restricted stock unit option plan : Range of exercise price Numbers 2018 Weighted Average Remaining life (months) Weighted Average Exercise Price Year ended March 31, 2019 Weighted Average Remaining life (months) Weighted Average Exercise Price Numbers Numbers 2020 Weighted Average Remaining life (months) Weighted Average Exercise Price ` 2 US $ 0.03 13,543,997 10,199,054 27 28 ` 2 US $ 0.03 17,607,463 14,446,790 24 26 ` 2 US $ 0.03 15,594,190 7,854,540 23 23 ` 2 US $ 0.03 The weighted-average grant-date fair value of options granted during the year ended March 31, 2018, 2019 and 2020 was ` 337.74, ` 349.81, and ` 260.65 for each option, respectively. The weighted average share price of options exercised during the year ended March 31, 2018, 2019 and 2020 was ` 303.44, ` 325.85, and ` 267.04 for each option, respectively. 31. 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 ` 289,005 2018 ` 261,981 2020 ` 315,036 1,532 1,459 1,845 7,363 7,372 8,428 1,347 1,938 1,262 Defined benefit plan actuarial (gains)/ losses recognized in other comprehensive income include: Year ended March 31, 2019 2020 2018 Re-measurement of net defined benefit liability/ (asset) Return on plan assets excluding interest income - Loss/(Gain) Actuarial loss/ (gain) arising from financial assumptions Actuarial loss/ (gain) arising from demographic assumptions Actuarial loss/ (gain) arising from experience adjustments ` (18) ` (49) ` 76 (296) 73 749 (54) (40) 227 (454) (266) 194 ` (822) ` (282) ` 1,246 ` 272,223 ` 299,774 ` 326,571 b) Defined benefit plans The employee benefit cost is recognized in the following line items in the consolidated statement of income: Year ended March 31, 2019 ` 228,937 ` 251,818 ` 279,356 2018 2020 Defined benefit plans include gratuity for employees drawing salary in Indian rupees and certain benefits plans in foreign jurisdictions. Amount recognized in the consolidated statement of income in respect of defined benefit plans is as follows: Year ended March 31, 2019 2020 2018 Cost of revenues Selling and marketing expenses General and administrative expenses 28,070 30,972 30,763 15,216 16,984 16,452 ` 272,223 ` 299,774 ` 326,571 Current service cost Net interest on net defined benefit liability/(asset) Net gratuity cost/(benefit) Actual return on plan assets ` 1,525 ` 1,434 ` 1,782 7 25 63 ` ` 1,532 501 ` ` 1,459 607 ` ` 1,845 513 326 Annual Report 2019-20 Change in present value of defined benefit obligation is summarized below: The principal assumptions used for the purpose of actuarial valuation of these defined benefit plans are as follows: Defined benefit obligation at the beginning of the year Acquisitions Current service cost Interest on obligation Benefits paid Remeasurement loss/(gains) Actuarial loss arising from financial assumptions Actuarial loss/(gain) arising from demographic assumptions Actuarial loss/(gain) arising from experience adjustments Translation adjustment Defined benefit obligation at the end of the year Change in plan assets is summarized below: Fair value of plan assets at the beginning of the year Acquisitions Expected return on plan assets Employer contributions Benefits paid Remeasurement (loss)/gains Return on plan assets excluding interest income - (loss)/gain Translation adjustment Fair value of plan assets at the end of the year Present value of unfunded obligation Recognized asset/(liability) As at March 31, 2020 2019 ` 8,654 ` 10,485 1,094 1,434 583 (1,047) 229 1,782 652 (1,123) 73 (40) (266) - 749 227 194 270 ` 10,485 ` 13,465 As at March 31, 2020 2019 ` 8,507 ` 9,443 109 558 254 (34) 49 - 58 589 383 (95) (76) 233 ` 9,443 ` 10,535 ` (1,042) ` (1,042) ` (2,930) ` (2,930) As at March 31, 2019 and 2020, 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. Discount rate Expected return on plan assets Expected rate of salary increase Duration of defined benefit obligations As at March 31, 2019 2020 6.05% 6.05% 6.80% 5.05% 5.05% 6.60% 8 years 9 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, 2021 Estimated benefit payments from the fund for the year ending March 31: 2021 2022 2023 2024 2025 Thereafter Total ` 3,035 ` 1,740 1,343 1,295 1,261 1,226 13,819 ` 20,684 The expected benefits are based on the same assumptions used to measure the Company’s benefit obligations as at March 31, 2020. Sensitivity for significant actuarial assumptions is computed to show the movement in defined benefit obligation by 0.5 percentage. As at March 31, 2020, every 0.5 percentage point increase/(decrease) in discount rate will result in (decrease)/increase of defined benefit obligation by approximately ` (626) and ` 584 respectively (March 31, 2019: ` (405) and ` 435 respectively). As at March 31, 2020, every 0.5 percentage point increase/(decrease) in expected rate of salary will result in increase/(decrease) of defined benefit obligation by approximately ` 353 and ` (329) respectively (March 31, 2019: ` 245 and ` (229) respectively). 327 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited c) Provident fund: The details of fund and plan assets are given below: The principal assumptions used in determining the present value obligation of interest guarantee under the deterministic approach are as follows: Fair value of plan assets Present value of defined benefit obligation Net (shortfall)/ excess As at March 31, 2019 2020 ` 53,015 ` 61,397 (53,015) (61,397) ` - ` - The plan assets have been primarily invested in government securities and corporate bonds. Discount rate for the term of the obligation Average remaining tenure of investment portfolio Guaranteed rate of return As at March 31, 2019 2020 7.00% 6.05% 8 years 7 years 8.65% 8.50% 32. Related party relationship and transactions List of subsidiaries and associates as at March 31, 2020, 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, Inc. Infocrossing, LLC Wipro US Foundation International TechneGroup Incorporated ** Rational Interaction, Inc. ** Wipro Overseas IT Services Pvt. Ltd Wipro Japan KK Wipro Shanghai Limited Wipro Trademarks Holding Limited Wipro Travel Services Limited Wipro Holdings (UK) Limited 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. Designit Spain Digital, S.L. ** Wipro UK Limited Wipro Europe Limited Wipro Financial Services UK Limited Wipro IT Services S.R.L. 328 Country of Incorporation USA USA USA USA USA USA USA USA USA USA USA USA USA India Japan China India India U.K. Denmark Denmark Germany Norway Sweden Israel Japan Spain U.K. U.K. U.K. Romania Annual Report 2019-20 Subsidiaries Subsidiaries Subsidiaries Wipro IT Services SE (formerly Wipro Cyprus SE) Country of Incorporation U.K. Qatar Mexico Philippines Hungary Hungary Egypt Saudi Arabia Wipro Holdings Investment Korlátolt Felelosségu Társaság Women’s Business Park Technologies Limited * Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Ukraine Netherlands Portugal Russia Chile Canada Wipro Technologies Nigeria Limited Wipro Portugal S.A. ** Wipro Technologies Limited Wipro Technology Chile SPA Wipro Solutions Canada Limited Wipro Information Technology Kazakhstan LLP Kazakhstan 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 ** Costa Rica Ireland Venezuela Peru Brazil Brazil Argentina Romania Indonesia Thailand Bahrain Sultanate of Oman Iraq Singapore China Malaysia China Bangladesh India 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 Technologies SA 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 Wipro (Dalian) Limited Wipro Technologies SDN BHD 329 Wipro Networks Pte Limited Wipro Chengdu Limited Wipro IT Services Bangladesh Limited Wipro HR Services India Private Limited Corporate Overview | Management & Board Reports | Financial StatementsWipro 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. 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 and Wipro Foundation in India ** Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, Designit Spain Digital, S.L, HealthPlan Services, Inc, Appirio, Inc, International TechneGroup Incorporated and Rational Interaction, Inc. are as follows: Subsidiaries Subsidiaries Subsidiaries Wipro Portugal S.A. Wipro Technologies GmbH Cellent GmbH Cellent GmbH Wipro do Brasil Technologia Ltda Designit Spain Digital, S.L. HealthPlan Services, Inc. International TechneGroup Incorporated Appirio, Inc. Wipro Do Brasil Sistemetas De Informatica Ltd Designit Colombia S A S Designit Peru SAC HealthPlan Services Insurance Agency, LLC International TechneGroup Ltd. ITI Proficiency Ltd International TechneGroup S.R.L. Appirio, K.K Topcoder, LLC. Appirio Ltd Rational Interaction, Inc. Rational Consulting Australia Pty Ltd Rational Interaction Limited Mech Works S.R.L. Appirio Ltd (UK) Country of Incorporation Portugal Germany Germany Austria Brazil Brazil Spain Colombia Peru USA USA USA U.K. Israel Italy Italy USA Japan USA Ireland U.K. USA Australia Ireland As at March 31, 2020 the Company held 43.7% interest in Drivestream Inc, 33% interest in Denim Group Limited and 33.3% in Denim Group Management, LLC, 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 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 330 Annual Report 2019-20 Name of the related parties: Azim Premji Trust Wipro Enterprises (P) Limited Wipro GE Healthcare Private Limited Key management personnel Rishad A Premji Abidali Z Neemuchwala Azim H Premji N Vaghul Dr. Ashok S. Ganguly William Arthur Owens M.K. Sharma Ireena Vittal Dr. Patrick J. Ennis Patrick Dupuis Arundhati Bhattacharya Jatin Pravinchandra Dalal Nature Entity controlled by Director Entity controlled by Director Entity controlled by Director Chairman (i) Chief Executive Officer and Managing Director (ii) Non-Executive Non-Independent Director (iii) Non-Executive Director (iv) Non-Executive Director (iv) Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director (v) Chief Financial Officer (i) Effective July 31, 2019, Mr. Rishad A Premji was appointed as Whole-time director (designated as Chairman by the Board of Directors of the Company) (ii) Effective July 31, 2019, Mr. Abidali Z Neemuchwala was designated and appointed as Managing Director in addition to his existing position as Chief Executive Officer. On January 31, 2020, the Company announced that Mr. Abidali Z Neemuchwala has decided to step down from the position of Chief Executive Officer and Managing Director due to family commitments and he will continue to hold the office of Chief Executive Officer and Managing Director, until a successor is appointed, for a smooth transition and to ensure that business continues as usual. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Mr. Abidali Z. Neemuchwala as the Chief Executive Officer and Managing Director with effect from the end of day on June 1, 2020. (iii) On July 30, 2019, Mr. Azim H Premji retired as Executive Chairman and Managing Director and was appointed as Non-Executive Non- Independent Director with effect from July 31, 2019. (iv) Mr. N Vaghul and Dr. Ashok S. Ganguly retired as Non- Executive Director with effect from July 31, 2019. (v) Ms. Arundhati Bhattacharya was appointed as Non-Executive Director with effect from January 1, 2019. The Board of Directors has, at its meeting held on May 29, 2020, noted the resignation of Ms. Arundhati Bhattacharya as an Independent Director with effect from close of business hours on June 30, 2020. Relatives of key management personnel: - Yasmeen A Premji - Tariq A Premji The Company has the following related party transactions: Transaction / balances Entities controlled by Directors 2018 2019 2020 Key Management Personnel 2018 2019 Sales of goods and services Assets purchased Dividend Buyback of shares Rental income Rent Paid Others ` 136 290 3,171 63,745 42 7 31 ` 102 240 3,171 - 43 8 63 ` 43 741 3,987 69,392 45 2 119 ` - - 191 ^ - 6 - ` - - 191 - - 5 - ` 2020 - - 243 4,076 - 9 - 331 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Transaction / balances Key management personnel * Remuneration and short-term benefits Other benefits Balance as at the year end Receivables Payables ^ Value is less than ` 1 Entities controlled by Directors 2018 2019 2020 Key Management Personnel 2018 2019 2020 ` ` - - 39 57 ` ` - - 132 8 ` ` - - 94 23 ` ` 248 130 - 55 ` ` 341 173 - 155 ` ` 354 178 - 166 * Post-employment benefits comprising compensated absences is not disclosed as these are determined for the Company as a whole. Benefits includes the prorated value of RSU granted to the personnel, which vest over a period of time. Other benefits include share-based compensation ` 124, ` 166, and ` 170, as at March 31, 2018, 2019 and 2020, respectively. 33. Commitments and contingencies Until March 31, 2019, prior to adoption of IFRS 16, the Company had taken office, vehicles and IT equipment under cancellable and non- cancellable operating lease agreements that were renewable on a periodic basis at the option of both the lessor and the lessee. The operating lease agreements extended up to a maximum of fifteen years from their respective dates of inception and some of these lease agreements had price escalation clause. Rental payments under operating leases were ` 6,236 and ` 6,490 for the year ended March 31, 2018, and March 31, 2019, respectively. Not later than one year Later than one year but not later five years Later than five years As at March 31, 2019 ` 7,006 11,106 1,629 ` 19,741 Capital commitments: As at March 31, 2019 and 2020, the Company had committed to spend approximately ` 12,443 and ` 14,011 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 2020, performance and financial guarantees provided by banks on behalf of the Company to the Indian Government, customers and certain other agencies amount to approximately ` 18,456 and ` 18,655 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 the year ended March 31, 2001 arising primarily on account of denial of deduction under section 10A of the Income Tax Act, 1961 in respect of profit earned by the Company’s undertaking in Software Technology Park at 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 before the Supreme Court of India for the years 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 Income Tax Act, 1961. 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 allowed the claim of the Company under section 10A of the Income Tax Act, 1961. The Income tax authorities have filed an appeal before the Hon’ble ITAT. For the 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 the 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 the year ended March 31, 2015, the Company received the final assessment order in October 2019 with an estimated demand of ` 1,347 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed an appeal before the Hon’ble ITAT, Bengaluru within the prescribed timelines. For the year ended March 31, 2016, the Company received the draft 332 Annual Report 2019-20 assessment order in December 2019 with an estimated demand of ` 704 (including nil interest), arising primarily on account of capitalization of wages. The Company has filed the objections before the Dispute Resolution Panel (Bengaluru) within the prescribed timelines. 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 (“TECH”) business units are split from the former Manufacturing & Technology (“MNT”) business unit. For the year ended March 31, 2007 to year ended March 31, 2012, the Company has received a tax demand of ` 227 (including ` 102 interest) for non-deduction of tax at source on some payments. The Company has already deposited the demand under protest. The Company received order issued by ITAT, Bengaluru rejecting the Company’s appeal. The Company has filed an appeal against the order with the Hon’ble High Court of Karnataka within the prescribed timelines. The Company has received a favorable order on this issue from the Hon’ble High Court of Karnataka for the earlier years. Income tax demands against the Company amounting to ` 66,441 and ` 77,873 are not acknowledged as debt as at March 31, 2019 and March 31, 2020, respectively. 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 ` 8,033 as of March 31, 2019 and March 31, 2020, respectively. However, the resolution of these disputed demands is not likely to have a material and adverse effect on the results of operations or the financial position of the Company. The Hon’ble Supreme Court of India, through a ruling in February 2019, provided interpretation on the components of Salary on which the Company and its employees are to contribute towards Provident Fund under the Employee’s Provident Fund Act. Based on the current evaluation, the Company believes it is not probable that certain components of Salary paid by the Company will be subject to contribution towards Provident Fund due to the Supreme Court order. The Company will continue to monitor and evaluate its position based on future events and developments. 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”), MFG, TECH and Communications (“COMM”). Key service offerings to customers include 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. ISRE: During the year ended March 31, 2019, the Company has organized ISRE as a separate segment, which was part of IT Services segment. This segment consists of IT Services offerings to entities or departments owned or controlled by Government of India and/ or any State Governments. Comparative information has been restated to give effect to this change. The Chairman 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. 34. Segment information The Company is organized by the following operating segments: IT Services, IT Products, and India State Run Enterprise services segment (“ISRE”). IT Services: The IT Services segment primarily consists of IT Service 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. Information on reportable segment for the year ended March 31, 2018 is as follows: Revenue Segment Result Unallocated Segment Result Total Finance expense Finance and other income IT Services BFSI ` 144,139 24,549 Health BU ` 74,136 9,624 CBU ` 77,914 12,619 ENU ` 67,841 8,097 TECH ` 73,947 14,680 MFG ` 46,081 7,007 COMM ` 33,658 3,236 Total ` 517,716 79,812 3,347 ` 83,159 IT Prod- ucts ` 17,998 362 - 362 ` ISRE Reconcil- ing Items ` ` 10,694 454 ` 454 ` (49) 319 - 319 Total ` 546,359 80,947 3,347 ` 84,294 (5,830) 23,999 333 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Revenue Other operating income Segment Result Unallocated Segment Result Total Finance expense Finance and other income Share of profit/ (loss) of associates accounted for using the equity method Profit before tax Income tax expense Profit for the year Depreciation, amortization and impairment BFSI Health BU CBU ENU TECH MFG COMM Total IT Services IT Prod- ucts ISRE Reconcil- ing Items Total Share of profit/ (loss) of associates accounted for using the equity method Profit before tax Income tax expense Profit for the year Depreciation, amortization and impairment Information on reportable segment for the year ended March 31, 2019 is as follows: 11 ` 102,474 (22,390) ` 80,084 ` 21,124 IT Services BFSI Health BU ` 175,262 ` - 33,831 75,081 ` - 8,638 CBU 89,313 ` - 16,828 ENU 72,830 ` - 7,081 TECH 76,591 ` - 15,916 MFG 46,496 ` - 8,327 COMM Total IT Products ISRE Reconcil- ing Items Total 32,680 ` 568,253 ` - 4,396 4,344 95,017 3,142 ` 102,503 ` 12,312 ` - (1,047) - (1,047) ` 8,544 ` - (1,829) (1,829) ` - 283 - 283 ` (49) ` 589,060 4,344 92,424 3,142 99,910 (7,375) 22,923 (43) ` 115,415 (25,242) 90,173 ` ` 19,474 Total ` 613,401 1,144 102,009 2,577 ` 105,730 (7,328) 24,081 29 ` 122,512 (24,799) ` 97,713 ` 20,862 Information on reportable segment for the year ended March 31, 2020 is as follows: IT Services BFSI ` 184,457 - 34,132 Health BU ` 78,240 - 12,027 CBU ` 97,008 - 16,729 ENU ` 76,443 - 12,176 TECH ` 75,895 - 14,312 MFG ` 48,158 - 9,252 COMM ` 33,840 - 5,336 Total ` 594,041 1,144 103,964 2,577 ` 107,685 IT Products ` 11,010 - (282) - (282) ` ISRE ` 8,400 - (1,822) - ` (1,822) Reconcil- ing Items ` (50) - 149 - 149 ` Revenue Other operating income Segment Result Unallocated Segment Result Total Finance expense Finance and other income Share of profit/ (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 * Substantially related to operations in the United States of America. 334 2018 ` 43,099 283,515 138,597 81,148 Year ended March 31, 2019 ` 30,999 325,432 147,074 85,555 2020 ` 30,158 352,319 144,876 86,048 ` 546,359 ` 589,060 ` 613,401 Annual Report 2019-20 No customer individually accounted for more than 10% of the revenues during the year ended March 31, 2018, 2019 and 2020. 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) Revenue from sale of company owned intellectual properties is reported as part of IT Services revenues d) 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). the e) For evaluating performance of individual 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. f) The Company generally offers multi-year payment terms total outsourcing contracts. These payment in certain 35. Bank balance Details of balance with banks as at March 31, 2020 are as follows: HDFC Bank ICICI Bank Citi Bank Axis Bank HSBC Saudi British Bank Wells Fargo Bank Kotak Mahindra Bank BNP Paribas ANZ Bank Deutsche Bank Standard Chartered Bank UniCredit Bank Austria United Amara Bank JP Morgan Chase MUFG Bank Rabo Bank Silicon Valley Bank Intesa San Paolo Others Total 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. g) Segment results for ENU and COMM industry vertical for the year ended March 31, 2018, are after considering the impact of provision by ` 3,175 and ` 1,437, respectively, for impairment of receivables and deferred contract cost. Refer to Note 25. h) Other operating income of ` Nil, ` 4,344 and ` 1,144 is included as part of IT Services segment result for the year ended March 31, 2018, 2019 and 2020, respectively. Refer to Note 26. i) Segment results for ENU industry vertical for the year ended March 31, 2019, are after considering the impact of ` 5,141 ($ 75 million) paid to National Grid on settlement of a legal claim against the Company. Refer to Note 25 j) Segment results for Health BU industry vertical for the year ended March 31, 2018 and 2019, are after considering the impact of impairment charges on certain software platform and intangible assets recognized on acquisitions. Refer to Note 25. k) Segment results of IT Services segment are after recognition of share-based compensation expense ` 1,402, ` 1,841, and ` 1,229 for the year ended March 31, 2018, 2019 and 2020, respectively. The share-based compensation expense pertaining to other segments is not material. In Current Account 599 - 18,902 1 6,729 955 2,627 2 1,034 426 496 341 334 259 107 132 129 109 108 797 34,087 ` ` In Deposit Account 35,670 34,883 7,247 22,988 4,672 3,311 - 1,200 - 302 - - - - 139 - - - - - 110,412 ` ` Total 36,269 34,883 26,149 22,989 11,401 4,266 2,627 1,202 1,034 728 496 341 334 259 246 132 129 109 108 797 144,499 ` ` 36. During the year ended March 31, 2019, 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 ($ 117 million). 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. The accompanying notes form an integral part of these consolidated financial statements 335 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Business Responsibility Report (BRR) Ministry of Corporate Affairs (MCA) revised National Voluntary Guidelines (NVG) 2011 on Social, Environmental and Economic Responsibilities of Business and aligned it with the national and international developments in sustainability space. This resulted in formulation of National Guidelines on Responsible Business Conduct (NGRBC) in 2019. At Wipro, the NVG’s Principles and Core elements are deeply integrated into practices and processes. During the reporting year, we assessed our position with the new NGRBC guidelines, a brief of which is given below: • As early adopters of GRI (Global Reporting Initiative) and IR (Integrated Reporting), our policies and processes cover most elements of the NGRBC – which include identification and engagement with key stakeholders, materiality determination and adopting a comprehensive approach that makes responsible business conduct an integral part of our strategy. • Our policies like the Ecological Sustainability Policy, Health and Safety Policy, Human Right Policy, Code of Business Conduct, Supplier Code of Conduct, Data Privacy and CSR policy are implemented by specific operational guidelines and procedures under a cross functional charter which includes the Risk function, Legal and Compliance, Human Resources, Information Security, Operations, Procurement and Ombuds among others. The tenets of Protect- Respect-Remedy are also integrated in implementation. We ensure appropriate due diligence of these programs through process and performance audits - both internal and external - through frameworks like ISOO14001, OHSAS and GRI among others. • The details of governance by sub-committees of the board are provided as part of our Corporate Governance Report from page no. 122 of this Annual Report. • Communications – transparent disclosure is made through various public forums like CDP, Annual reporting through benchmarking frameworks like DJSI, FTSE, MSCI, Vigeo among other. In addition, leadership actively evangelizes these values-based approaches through regular forums. • We have robust internal processes to track performance of different elements in NGRBC at multiple levels of detail and coverage – many of which are covered in our public disclosures. We are currently assessing preparedness to report on all indicators – essential and leadership – for FY21. This BRR is based on NVG of 2011. Section A: General Information about the Company 1. Corporate Identity Number (CIN) of the Company L32102KA1945PLC020800. 2. Name of the Company Wipro Limited 3. Registered address Doddakannelli, Sarjapur Road, Bengaluru-560035, Karnataka, India 4. Website https://www.wipro.com 5. E-mail id sustain.report@wipro.com 6. Financial Year reported April 1, 2019 to March 31, 2020 (FY 2019-20) 7. Sector(s) that the Company is engaged in (industrial activity code-wise) IT Software, Services and Code-62013, 62020. related activities. NIC 8. List three key products/services that the Company manufactures/provides (as in balance sheet) Please refer page nos. 31 to 35 of this Annual Report 9. Total number of locations where business activity is undertaken by the Company i. Number of international locations (Provide details of major 5) 189 office locations Please refer complete list of locations available on the Company’s website at https://www.wipro.com. ii. Number of national locations 44 locations (including 3 data centers) Please refer complete list of locations available on the Company’s website at https://www.wipro.com. 336 Annual Report 2019-20 10. Markets served by the Company – Local/State/ Section D: BR Information National/International/ Please refer to “Geography Wise Performance” on page no. 47 of this Annual Report. Section B: Financial Details of the Company 1. Paid up Capital As at March 31, 2020, the paid up equity share capital of the Company stood at ` 11,426,714,780/- consisting of 5,713,357,390 equity shares of ` 2 each. 2. Total Turnover For the financial year 2019-20, the total turnover of the Company on a consolidated basis was ` 610,232 million. 3. Total profit after taxes For the financial year 2019-20, the net profit of the Company on a consolidated basis was ` 97,718 million. 4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax Please refer to the Corporate Social Responsibility Report for the year from page nos. 94 to 98 of this Annual Report. 5. List of activities in which expenditure in 4 above has been incurred:- Please refer to the Corporate Social Responsibility Report for the year from page nos. 94 to 98 of this Annual Report. Section C: Other Details 1. Does the Company have any Subsidiary Company/ Companies? The Company has 90 subsidiaries as on March 31, 2020. Please refer the complete list from page nos. 99 to 103 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. 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%. 337 1. Details of Director responsible for BR a) Details of the Director responsible for implementation of the BR policy/policies “Board Governance, and The Compensation Committee” is responsible for the implementation of the CSR policy. Please refer page nos. 122 to 123 of this Annual Report. Nomination b) Details of the BR head DIN (if applicable) Not applicable Anurag Behar Name Chief Sustainability Officer Designation 080 28440011 Telephone No. anurag.behar@wipro.com Email id 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 https://www.wipro.com/content/ available dam/nexus/en/investor/corporate-governance/ policies-and-guidelines/ethical-guidelines/ code-of-business-conduct-and-ethics.pdf. at • 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 https://www.wipro. com/content/dam/nexus/en/sustainability/pdf/ 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 is available at UN Global Compact and Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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 nos. 53 to 55), natural capital (page nos. 63 to 68) and social & relationship capital (page nos. 58 to 62) 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. • 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) Is 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 b) Has the policy being formulated in consultation with of Directors and endorsed by our Chairman. 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 in compliance with Generally disclosures are Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS). • 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. • Principle 3: Yes. We are certified against OHSAS 18001 Standard across our key locations. • Principle 4: Yes. We carry out assurance against Global Reporting Initiative (GRI), IIRC 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 2: Yes. The Policy on Ecological Sustainability is approved by the Board of Directors and has been signed by the Chief Executive Officer and Managing Director. • Principle 3: Yes. The COBC is approved by the Board of Directors. Wipro Global Statement on Health and Safety has been signed by the President & Chief Human Resources Officer. • 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 of Directors. • 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 has been signed by the Chief Executive Officer and Managing 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 has been signed by the Chief Executive Officer and Managing Director. 338 Annual Report 2019-20 • 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 has been signed by the 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? Governance, Nomination oversees The “Board and the Committee” Compensation 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. g) Has the policy been formally communicated to all relevant internal and external stakeholders? Yes, the policies have been formally communicated to internal and external stakeholders. They are available online for all stakeholders to refer to in the links mentioned earlier. 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? COBC- Yes, for all principles. 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- ht t p s : //w w w.w i p ro.c o m /c o n te n t /d a m /n exu s / en/sustainability/pdf/health-and-safety-policy.pdf. 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 2018-19 ht t p s : //w w w.w i p ro.c o m /c o n te n t /d a m /n exu s / e n / s u s t a i n a b i l i t y / s u s t a i n a b i l i t y _ r e p o r t s / sustainability-report-fy-2018-19.pdf. email Dedicated (ombuds.person@ address wipro.com) has been created to facilitate receipt of complaints and for ease of reporting. All employees and stakeholders can also register their concerns through web-based portal at https://www. wipro.com/investors/corporate-governance/#Wipros OmbudsProcess. Analyst and Investors provide regular feedback through media, 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. Customers have multiple channels for raising grievances– account managers, client engagement managers, the customer advocacy group and independently administered satisfaction through 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 We have a program which covers verification against frameworks like ISO14001, OHSAS, ISO27001 and corporate reporting frameworks like GRI, IIRC, TCFD throughout the year. 339 Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited Internal Audit Function: The internal audit function carries out an audit of processes and practices across functions of the organization using the COBC 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 articulation the 9 NVG principles. We also publish an is available at of annual Sustainability Report which https://www.wipro.com/sustainability/. includes an 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? previous year throughout the value chain, Reduction during usage by consumers (energy, water) that has been achieved since the previous year? 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 no. 68) and the green initiatives in ICT hardware procurement cover initiatives across the value chain. 2.3 Does the Company have procedures in 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 108,400 Electronic Product Environmental Assessment Tool (EPEAT) registered electronic products in calendar year 2019. Yes, COBC extends to all. Please refer page nos. 59 to 60 of this Annual Report. 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 no. 75 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? 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. Our work in the space of IT services and consulting includes cloud based services, managed services, internet of things, 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 during sourcing/production/distribution achieved since the 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 page nos. 59 to 60 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 page nos. 66 to 67 of this Annual Report. Principle 3 3.1 Please indicate the total number of employees. Please refer page no. 10 of this Annual Report. 340 Annual Report 2019-20 3.2 Please indicate the total number of employees hired on Principle 5 temporary/contractual/casual basis. Please refer page no. 10 of this Annual Report. 3.3 Please indicate the number of permanent women employees. Please refer page no. 10 of this Annual Report. 3.4 Please indicate the number of permanent employees with disabilities Please refer page no. 10 of this Annual Report. 3.5 Do you have an employee association that is recognized by management? Please refer page no. 54 of this Annual Report. 3.6 What percentage of your permanent employees are members of this recognized employee association? Please refer to page no. 54 of this Annual report. 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 no. 76 of this Annual Report. 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 page nos. 54 to 55 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 vulnerable & marginalized the disadvantaged, stakeholders? Please refer page nos. 60 to 62 of this report. 4.3 Are there any special initiatives undertaken by the Company to engage with the disadvantaged, vulnerable and marginalized stakeholders? If so, provide the details thereof, in about 50 words or so. Please refer page nos. 60 to 62 of this Annual Report. 341 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 percentage was satisfactorily resolved by the management? Please refer page no. 75 of this Annual Report. 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 page nos. 64 to 68 of this report. https://www.wipro.com/investors/annual-reports/ 6.3 Does the Company identify and assess potential environmental risks? 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? No. 6.5 Has the Company undertaken any other initiatives on–clean technology, energy efficiency, renewable energy, etc.? Yes/No. If yes, please give hyperlink for the web page, etc. Yes. Please refer page nos. 64 to 68 of this report. https://www.wipro.com/investors/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. Corporate Overview | Management & Board Reports | Financial StatementsWipro Limited 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. 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. We are members of industry and business forums in countries where we have significant operations. Business Round Table, U.S. Chamber of Commerce (USCC) and Global Business Alliance (GBA) are the top three by financial contribution. The total contribution made to BRT, USCC, GBA is $287,500 during FY19-20. 7.2 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). forums Through Industry sustainability India, we work on a range of and networks Yes. issues related in to aspects- including energy, water, green buildings, bio-diversity, waste management among others. We also support flexibility in movement of labor. community and 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 page nos. 61 to 62 of this Annual Report. 8.2 Are the programs/projects undertaken through an foundation/external NGO/ in-house government structures/any other organization? team/own Wipro partners with non governmental organizations working on the areas of our focus. course of the program, and on a 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 page nos. 10 to 11 and 61 to 62 of this Annual Report. 8.5 Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words or so. 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 page nos. 61 to 62 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 trade practices, regarding unfair 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? We do extensive due diligence of our partners and monitor and evaluate progress/outcomes during the 9.4 Did your Company carry out any consumer survey/ consumer satisfaction trends? Please refer page nos. 11 and 58 to 59 of this Annual Report. 342 Annual Report 2019-20 Corporate Overview | Management & Board Reports | Financial Statements Glossary Sl. No 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Abbreviation Expansion AAS ADR ADS AGM AI AI/ML As A Service American Depository Receipt American Depository Share Annual General Meeting Artificial Intelligence Artificial Intelligence/Machine Learning APAC Asia Pacific API AR ATD B2B BCMS BCP BCWI BFSI BI BITS BPS BSE BU C&D CAD CAGR Application Programming Interface Augmented Reality Association for Talent Development Business to Business Business Continuity Management System Business Continuity Plan Best Companies for Women in India Banking, Financial Services & Insurance Business Intelligence Birla Institute of Technology & Science Business process services BSE Limited Business Unit Construction and demolition Computer Aided Design Compounded Annual Growth Rate CBCMT Corporate Business Continuity Team CBU CDAP CDP CDSB CEO CEP CFO CGU CII CIN CIS CMO COBC Consumer Business Unit Cyber Defense Assurance platform Carbon disclosure Project Climate disclosures Standards Board Chief Executive Officer Continuous Engagement Program Chief Financial Officer Cash Generated Units Confederation of Indian Industry Corporate Identification Number Cloud and Infrastructure Services Chief Marketing Officer Code of Business Conduct Sl. No 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 Abbreviation Expansion COMM Communications COSO Company of Sponsoring Trade way Organisation CRM Customer Relationship Management CROAMIS CRS CSAT CSPs CSR CTO CUSIP CX CXO D&I DAAI DDT DIN DJSI DOP DPA DSO DTA DX Cargo Reservations, Operations, Accounting and Management Information System Cybersecurity and Risk Services Customer Satisfaction Communication Service Providers Corporate Social Responsibility Chief Technology Officer Committee on Uniform Securities Identification Procedures Customer Experience 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 Data process agreements Day Sales Outstanding Data Transfer agreements Digital Experience EBITDA Earnings before Interest, Tax, Depreciations and Amortization EDS EMS ENU EPEAT EPI EPS ERM ESG Electronic Data Systems Environmental Management System Energy, Natural Resources and Utilities Electronic Product Environmental Assessment Tool Energy Performance Index Earnings Per Share Enterprise Risk Management Environmental, Social and Governance 343 343 Wipro Limited Wipro Limited Sl. No 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 Abbreviation Expansion ESOP ESS FCTR FSSAI Employee Stock Option Employee Satisfaction Survey Foreign Currency Translation Reserve Food Safety Standards Authority of India FTSE Russell ESG Financial Times Stock Exchange Russell Environmnetal Social and Governance GAAP GDP GDPR GDS GHG GIS GRI HLS HPS HRV HUF I&D IAAS IAS IASB IBBI ICT IEPF IES IFRIC IFRS IGEF IIRC IISc IIT ILO Generally Accepted Accounting Principles Gross Domestic Product General Data Protection Regulation Global Depository Share Green House Gases Global Infrastructure Services Global Reporting Initiative Healthcare and Life Sciences Health Plan Services High Risk Vendors Hindu Undivided Family Inclusion and Diversity Infrastructure as a Service International Accounting Standard International Accounting Standards Board Biodiversity Initiative Information and communications technology Investor Education and Protection Fund Industrial and Engineering Services IFRS Interpretations Committee International Financial Reporting Standards Indo-Germany Energy Forum International Integrated Reporting Council Indian Institute of Science Indian Institute of Technology International Labour Organization Ind AS Indian Accounting Standards IoT IP Internet of Things Intellectual Property Sl. No 103 104 Abbreviation Expansion ISG ISHRAE 105 ISIN 106 107 108 109 110 111 112 113 114 115 116 117 118 119 ISO ISRE IT ITI ITO IUCN JAC KMP KPI KRA LAN LATAM LED LEED Information Services Group The Indian Society of Heating, Refrigerating and Air Conditioning Engineers International Securities Identification Number International Standards Organisation India State Run Enterprises Information Technology International TechneGroup Incorporated IT Operations International Union of Conservation Networks Joint Audit Consortium Key Managerial Personnel Key Performance Indicator Key Result Area Local Area Network Latin America Light Emitting Diode Leadership in Energy and Environmental Designs London Inter Bank Offered Rate Mergers and Acquisitions Modern application Services Minimum Alternate Tax Ministry of Corporate Affairs Managing Director Management Discussion and Analysis Manufacturing and Technology Most Inclusive Companies Index Machine Learning Memorandum of Understanding Managed Print Services Median Remuneration of employees LIBOR M&A MAS MAT MCA MD MD&A MFG MICI ML MOU MPS MRE 120 121 122 123 124 125 126 127 128 129 130 131 132 133 MSCI ESG Morgan Stanley Capital International Environmental Social and Governance 134 NASSCOM National Association of Software and 135 136 137 NLP NPS NSE Services Companies Natural Language Processing Net Promoter Score National Stock Exchange of India Limited 344 Annual Report 2019-20 Corporate Overview | Management & Board Reports | Financial Statements Sl. No 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 Abbreviation Expansion NVGs NYSE OEM OHSAS OT PLM PPA PPE National Voluntary Guidelines New York Stock Exchange Original Equipment Manufacturer Occupational Health and Safety Assessment Series Operational Technology Product Lifecycle Management Power Purchase agreements Personal Protection Equipment PSH/POSH Prevention of Sexual Harrassment PSUs QaaS R&D REC RPA RPT RSPM RSU RTA SaaS SASB Performance-based stock units Quality as a Service Research and Development Renewable Energy Certificate Robotic process automation Related Party Transactions Respirable Suspended Particulate Matter Restricted Stock Unit Registrar and Transfer Agent Software as a Service Sustainibilty Accounting Standard Board SCOC Supplier Code of Conduct SD SDG SD-WAN SDx SEBI Skills Development Sustainable Development Goals Software-defined networking in a Wide Area Network Software Defined Everything Securities and Exchange Board of India 164 SEC Securities and Exchange Commission, USA Sl. No 165 166 167 168 169 170 171 172 173 174 175 176 177 Abbreviation Expansion SEF SEZ SI SoW SOX STP SWM T&D T&M TaaS TCFD 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 TECH Technology UN GCNI United Nations Global Compact Network India 178 USSEF 179 180 181 182 183 184 185 186 187 VDI VIU VLSI VoC VR WASE WERT WFH WIMS United States Science Education Fellowship Virtual Desktop Infrastructure Value-in-Use Very-large-scale integration Voice of Customer Virtual Reality Wipro Academy of Software Excellence Wipro Equity Reward Trust Work from Home Wipro Infrastructure Management School 188 Wipro SEF Wipro Science Education Fellowship 189 190 191 WiSTA Wipro Software Technology Academy WRI WTD World Resource Institute Whole Time Director 345 345 Wipro Limited Wipro Limited NOTES 346 Annual Report 2019-20 NOTES 347 Wipro Limited NOTES 348 Annual Report 2019-20 Corporate Information Board of Directors Rishad A Premji – Chairman Azim H Premji – Founder Chairman Thierry Delaporte (w.e.f. July 6, 2020) Ireena Vittal William Arthur Owens M K Sharma Dr. Patrick J Ennis Patrick Dupuis Deepak M. Satwalekar (w.e.f. July 1, 2020) Arundhati Bhattacharya (till June 30, 2020) Chief Financial Officer Jatin Pravinchandra Dalal Statutory Auditors Deloitte Haskins & Sells LLP Auditors- IFRS Deloitte Haskins & Sells LLP Company Secretary M Sanaulla Khan Depository for American Depository Shares J.P. Morgan Chase Bank N.A. Registrar and Share Transfer Agents KFin Technologies Private Limited Registered & Corporate Office Wipro Limited Doddakannelli, Sarjapur Road Bengaluru – 560 035, India Ph: +91 (80) 28440011 Fax: +91 (80) 28440054 Website: wipro.com Wipro limited Doddakannelli, Sarjapur Road, Bengaluru - 560035, India CIN: L32102KA1945PLC020800 | Email: info@wipro.com wipro.com