WIPRO LTD

Item 10. Additional Information

The Company is subject to the Companies Act, 2013, which replaced the prior Indian Companies Act, 1956 (“Companies Act, 1956”), effective as of April 1, 2014. The MCA introduces amendments, from time to time, through circulars, notifications and other methods, effecting modifications to or changes in the Companies Act, 2013.

Share Capital

Memorandum and Articles of Association

Set forth below is a brief summary of the material provisions of our Articles of Association and the Companies Act, 2013, all as currently in effect. Wipro Limited is registered under the Indian Companies Act, 1913, which is now superseded by the Companies Act, 2013. We are registered with the Registrar of Companies, located in Bengaluru, Karnataka, India, under the Corporate Identification Number L32102KA1945PLC020800. The following description of our Articles of Association does not purport to be complete and is qualified in its entirety by the amended Memorandum of Association included as an exhibit to the Form 6-K filed with the SEC on February 28, 2019 and the amended Articles of Association included as an exhibit to the Form 6-K filed with the SEC on July 18, 2019. The Memorandum and Articles of Association of the Company are available atwww.wipro.com.

Our Articles of Association provide that the minimum number of directors shall be 4 and the maximum number of directors shall be 15. One-third of these directors must retire from office at each Annual General Meeting of the shareholders. Under the Companies Act, 2013, independent directors are not subject to retirement by rotation. However, no independent director shall hold office for more than two consecutive terms. Under the Companies Act, 2013, an independent director may be appointed to hold office for a term of up to five consecutive years on the Board of the Company and shall be eligible for re-appointment on the passing of a special resolution and such other compliances as may be required. The Chairman of our Board is not subject to retirement by rotation. Our Articles of Association provide that at least two-thirds of the remaining directors shall be subject to retirement by rotation. Our Articles of Association do not mandate the retirement of our directors under an age limit requirement. Our Articles of Association do not require our Board members to be shareholders in our Company.

Our Articles of Association provide that any director who has a personal interest in a transaction must disclose such interest, must abstain from voting on such transaction and may not be counted for purposes of determining whether a quorum is present at the meeting.

The remuneration payable to our directors is fixed by the Nomination and Remuneration Committee of the Board of Directors and approved by our Board of Directors and our shareholders in accordance with the provisions of the Companies Act, 2013, and the rules and regulations made thereunder.

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Objects and Purposes of Our Memorandum of Association

The following is a summary of our existing objectives as set forth in Section 3 of our Memorandum of Association:

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To undertake and carry on the business of providing all kinds of information technology based and enabled services in India and internationally, electronic remote processing services, eServices, including all types of Internet-based and Web-enabled services, transaction processing, fulfillment services, business support services including but not limited to providing financial and related services such as billing services, processing services, database services, data entry business marketing services, business information and management services, training and consultancy services to businesses, organizations, firms, corporations, trusts, local bodies, states, governments and other entities; establishing and operating service processing centers for providing services for back office and processing requirements, marketing, sales and credit collection services for companies engaged in the business of remote processing and IT-enabled services from a place of business in India or elsewhere, contacting and communicating to and on behalf of overseas customers by voice, data image or letters using dedicated international private lines to handle business process management, remote help desk management; and remote management.

•

To carry on business in India and elsewhere as a manufacturer, assembler, designer, builder, seller, buyer, exporter, importer, factor, agent, hirer and dealer of computer hardware and software and any related aspects thereof.

Borrowings Power Exercisable by the Directors

The Board of Directors has the authority to borrow funds up to a limit of one time the Company’s paid-up capital, free reserves and securities premium. Borrowings beyond this limit will require the approval of the shareholders of the Company.

Number of Shares Required for Director’s Qualification

Directors are not required to hold shares in the Company as a pre-requisite to serving on our Board of Directors.

Dividends, Bonus Shares and Buyback of Equity Shares

Dividends

Under the Companies Act, 2013, unless our Board of Directors recommends the payment of a dividend, we may not declare a dividend. Similarly, under our Articles of Association, although the shareholders may, at the Annual General Meeting of the shareholders, approve a dividend in an amount less than that recommended by the Board of Directors, they cannot increase the amount of the dividend. In India, dividends are declared as a fixed sum per share on the company’s equity shares. The dividend recommended by the Board, if any, and subject to the limitations described above, is distributed and paid to shareholders in proportion to the paid-up value of their shares within 30 days of the approval by the shareholders at the Annual General Meeting. Pursuant to our Articles of Association, our Board of Directors has discretion to declare and pay interim dividends without shareholder approval. An interim dividend is to be paid to the shareholders within 30 days from date of declaration by the Board of Directors. Under the Companies Act, 2013, read with the SEBI Listing Regulations, dividends can only be paid in cash to the registered shareholder as at a record date fixed for this purpose or to his order or his banker’s order.

During fiscal year 2025, we declared an interim cash dividend of ₹6 per equity share. The Board recommended the adoption of the interim dividend of ₹6 per equity share as the final dividend for the year ended March 31, 2025. Thus, the total dividend for the year ended March 31, 2025 was ₹6 per equity share.

The Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time, the “IEPF Rules”), provides that any dividends that remain unpaid or unclaimed for a period of seven consecutive years are to be transferred to the Investor Education and Protection Fund created by the GoI after the stipulated time. The Companies Act, 2013 also stipulates that the underlying shares with respect to those dividends shall be transferred to the Investor Education and Protection Fund Authority (“IEPF Authority”). The MCA notified the IEPF Rules which introduced various provisions with regard to the transfer of shares when a dividend has not been paid or claimed for seven consecutive years or more to the IEPF Authority, as outlined under Section 124(6) of the Companies Act, 2013. Accordingly, during the year ended March 31, 2025, the Company transferred ₹ 3.39 million (U.S.$ 0.04 million) and 194,841 equity shares that were due for transfer to the IEPF Authority in cases where the period of seven consecutive years has been completed.

Although we have no current intention to discontinue dividend payments, we cannot assure you that any future dividends will be declared or paid or that the amount thereof will not be decreased. Holders of ADSs will be entitled to receive dividends payable on equity shares represented by such ADSs. Cash dividends on equity shares represented by ADSs are paid to the Depositary in Indian Rupees and are generally converted by the Depositary into U.S. Dollars and distributed, net of depositary fees, taxes, if any, and expenses, to the holders of such ADSs.

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Our Board-approved Capital Allocation and Dividend Distribution Policy is available on the corporate governance page of the Company’s website atwww.wipro.com.

Bonus Shares (Commonly known as Stock Dividend in the United States)

In addition to permitting dividends to be paid out of current or retained earnings as described above, the Companies Act, 2013 permits a company to distribute an amount transferred from the general reserves or other permitted reserves, including a securities premium account, capital redemption reserves and surplus in the company’s statement of income, to its shareholders in the form of bonus shares, which are similar to a stock dividend. Bonus shares are distributed to shareholders in the proportion recommended by the Board of Directors to such shareholders of record on a fixed record date when they are entitled to receive such bonus shares. Any bonus shares issuance would be subject to relevant provisions of the Companies Act, 2013, SEBI guidelines and approval of shareholders.

At its meeting held on October 17, 2024, our Board of Directors approved an issue of stock dividend, commonly known as bonus issue in India, in the proportion of 1:1, i.e., 1 (one) bonus equity share of ₹ 2 each for every 1 (one) fully paid-up equity shares held (including ADS holders). The said bonus issue was approved by the shareholders of the Company vide resolution dated November 21, 2024 passed through postal ballot/e-voting. Subsequently, on December 4, 2024, the Company allotted the bonus equity shares to the shareholders who held equity shares as on the record date of December 3, 2024.

The stock dividend does not affect the ratio of ADSs to equity shares, such that each ADS after the stock dividend shall continue to represent one equity share of par value of ₹ 2 per share.

Buyback of Equity Shares

Under the Companies Act, 2013, a company can reduce its share capital, subject to fulfillment of conditions. A company is not permitted to acquire its own shares for treasury operations. Public companies which are listed on a recognized stock exchange in India must comply with provisions of the SEBI (Buyback of Securities) Regulations, 2018 (as amended from time to time). Accordingly, the board of directors can approve a buyback of up to 10% of paid-up equity capital and free reserves. In the event the buyback size is above 10% and up to 25% of paid-up equity capital and free reserves, the company is also required to obtain shareholders’ approval. In order for ADS holders to participate in a buyback, they must become direct holders of equity shares as of the record date fixed for the buyback.

During fiscal year ended March 31, 2025, the Company did not buyback any equity shares from its shareholders.

Consolidation and Subdivision of Shares

The Companies Act, 2013 permits a company to split or combine the par value of its shares, provided such split or combination is not made in fractions. Shareholders of record on a fixed record date are entitled to receive the split or combination shares. The Company did not make any consolidation or sub-division of its shares during the fiscal year ended March 31, 2025.

The Board of Directors has the power to increase and reduce or consolidate or sub-divide the capital of the Company subject to the applicable provisions of Companies Act, 2013 and the Articles of Association of the Company. Currently, the Board of Directors has the power to divide the shares in the capital into several classes and to attach preferential, deferred, qualified or special rights, privileges or conditions as may be determined by, or in accordance with, the Articles of Association of the Company. Further, the Board of Directors has the ability to verify, modify or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Companies Act, 2013 or provided by the Articles of Association of the Company if and whenever the capital of the Company is divided into shares of different class, and the rights of any such class may be varied, modified, affected, extended, abrogated or surrendered as provided by the said Act, by the Articles of Association or by the terms of issue, but not further or otherwise.

Preemptive Rights, Issue of Additional Shares and Distribution of Rights

The Companies Act, 2013 gives equity shareholders the right to subscribe for new shares in proportion to their respective existing shareholding unless otherwise determined by a special resolution passed by a general meeting of the shareholders, and the right to renounce such subscription right in favor of any other person. Holders of ADSs may not be permitted to participate in any such offer.

If we ever plan to distribute additional rights to purchase our equity shares, we will give prior written notice to the Depositary and we will assist the Depositary in determining whether it is lawful and reasonably practicable to distribute rights to purchase additional ADSs to holders.

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The Depositary will establish procedures to distribute rights to purchase additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, subject to all of the documentation contemplated in the Deposit Agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The Depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to purchase new equity shares directly, rather than new ADSs.

The Depositary will not distribute the rights to you if:

•

we do not timely request that the rights be distributed to you or we request that the rights not be distributed to you;

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we fail to deliver satisfactory documents to the Depositary; or

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it is not reasonably practicable to distribute the rights.

The Depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. The proceeds of such sale will be distributed to holders in the same manner as in cash distribution. If the Depositary is unable to sell the rights, it will allow the rights to lapse.

Voting Rights

The Companies Act, 2013 provides for listed companies like ours to compulsorily provide for electronic voting by its members. The timelines and procedure for such voting are provided for in Companies (Management and Administration) Rules, 2014 with the necessary clarifications and applicability of the rules provided by the MCA. Our procedures comply with such rules and provide the opportunity for electronic voting by shareholders.

Liquidation Rights

Subject to the rights of creditors, employees and the holders of any shares entitled by their terms to preferential repayment over the equity shares, if any, in the event of our winding-up, the holders of the equity shares are entitled to be repaid the amounts of paid up capital or credited as paid up on those equity shares. All surplus assets after payments to the holders of any preference shares at the commencement of the winding-up shall be paid to holders of equity shares in proportion to their shareholdings.

Preference Shares

Preference shares have preferential dividend and liquidation rights. Preference shares may be redeemed if they are fully paid, and only out of our profits, or out of the proceeds of the sale of shares issued for purposes of such redemption. Holders of preference shares do not have the right to vote at shareholder meetings, except on resolutions which directly affect the rights of their preference shares and any resolution for the winding up of the Company or for the repayment or reduction of its equity or preference share capital. However, holders of preference shares have the right to vote on every resolution at any meeting of the shareholders if the dividends due on the preference shares have not been paid, in whole or in part, for a period of at least two years prior to the date of the meeting. As at March 31, 2025, we had no preference shares issued and/or outstanding.

Redemption of Equity Shares

Under the Companies Act, 2013, unlike preference shares, equity shares are not redeemable.

Sinking Fund Provisions

Liability to Further Capital Calls by the Company

Discriminatory Provisions in Articles

There are no provisions in our Articles of Association discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares.

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Alteration of Shareholder Rights

Under the Companies Act, 2013, the rights of any class of shareholders can be altered or varied with the consent in writing of the holders of not less than three-fourths of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the issued shares of that class if the provisions with respect to such variation are contained in the Memorandum of Association or Articles of Association of the Company, or in the absence of any such provision in the Memorandum of Association or Articles of Association, if such variation is not prohibited by the terms of issue of the shares of that class.

Under the Companies Act, 2013, the Articles of Association may be altered only by way of a special resolution.

Meeting of Shareholders

We must convene an Annual General Meeting of the shareholders (“AGM”) within six months after the end of each fiscal year or within 15 months of the previous AGM, whichever is earlier, and may convene an extraordinary general meeting of shareholders when necessary or at the request of a shareholder or shareholders holding at least 10% of our paid up capital carrying voting rights. As per the provisions of the SEBI Listing Regulations, the top 100 listed entities in India, as ranked by market capitalization and determined as on March 31 of each financial year, must hold an AGM within five months from the end of the financial year and provide a one-way live webcast of the proceedings of the AGM. Our AGM is generally convened by our Company Secretary pursuant to a resolution of our Board of Directors. Written notice setting out the agenda of the meeting must be given at least 21 days, either through electronic communication or hard copy mail, excluding the days of mailing and date of the meeting, prior to the date of the AGM to the shareholders of record. Shareholders who are registered as shareholders on a pre-determined date are entitled to such notice or their proxies and have a right to attend or vote at such meeting. The AGM must be held at our registered office or at such other place within the city in which the registered office is located. Meetings other than the AGM may be held at any other place within India, if so determined by our Board of Directors. The Companies Act, 2013 provides that a quorum for an AGM is the presence of at least thirty shareholders in person. Additionally, shareholder consent for certain items or special business is required to be obtained by a postal ballot. In order to obtain the shareholders’ consent, our Board of Directors appoints a scrutinizer, who is not in our employment, who, in the opinion of the Board, can conduct the postal ballot voting process in a fair and transparent manner in accordance with the provisions of Companies (Management and Administration) Rules, 2014. However, any item of business required to be transacted by way of a postal ballot may be transacted at a general meeting by a company which is required to provide facility to shareholders to vote by electronic means in a general meeting. The Companies Act, 2013 and the SEBI Listing Regulations provide for electronic voting in shareholders’ meetings for all listed companies. Shareholders will be able to vote electronically based on the user ID and password provided to them. Accordingly, we may choose to transact such items either through postal ballot or at a general meeting.

Since 2020, the MCA and SEBI issued various relaxations to listed companies, such as allowing listed companies to conduct extraordinary general meetings and AGMs through video conferencing or other audiovisual means and consideration of attendance of shareholders through video conferencing or other audiovisual means for the purposes of reckoning quorum, among other things.

The Company typically conducts its AGM in July every year.

Mergers and Acquisitions

Mergers and acquisitions are an integral part of our business strategy because acquisitions help us leapfrog in strategic areas and capture high-demand high-potential market opportunities. Our goal is to fast-track capability building in emerging areas and accelerate our access and footprint in identified markets. With a strong post-merger integration focus, we are committed to driving synergies and effectively integrating acquisitions.

During the year ended March 31, 2024, our Board of Directors approved a scheme of amalgamation, pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013, for the merger of the following wholly-owned subsidiaries with and into Wipro Limited:

i.

Wipro HR Services India Private Limited;

ii.

Wipro Overseas IT Services Private Limited;

iii.

Wipro Technology Product Services Private Limited (formerly known as Encore Theme Technologies Private Limited);

iv.

Wipro Trademarks Holding Limited; and

v.

Wipro VLSI Design Services India Private Limited.

The Company is awaiting the approval from the Hon’ble National Company Law Tribunal (the “NCLT”) on the proposed merger.

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Audit and Annual Report

At least twenty-one days before the Annual General Meeting of the shareholders (excluding the days of mailing and date of the meeting), we are required to distribute to our shareholders audited financial statements including consolidated financial statements and the related reports of our Board of Directors and the auditors, together with a notice convening the Annual General Meeting. The SEBI permits distribution of abridged financial statements to shareholders in India in lieu of complete versions of financial statements. Under the Companies Act, 2013, a company must file its financial statements, including the balance sheet and annual statement of profit and loss account and consolidated financial statements presented to the shareholders within 30 days of the conclusion of the Annual General Meeting, with the Registrar of Companies.

After the global COVID-19 pandemic, SEBI permitted listed companies to send copies of its financial statements (including the Board’s report and auditor’s report) and other documents required to be attached therewith, only by email to shareholders.

A company must also file an annual return containing a list of the company’s shareholders and other company information within 60 days of the conclusion of the annual general meeting.

Limitations on the Rights to Own Securities

The limitations on the rights to own securities imposed by Indian law, including the rights of non-resident or foreign shareholders to hold securities, are discussed in Item 10 of this Annual Report on Form 20-F, under the sections titled “Investment by NRIs”, “Investment by Foreign Portfolio Investors”, “Investment by Foreign Venture Capital Investors” and “Overseas Direct Investment (ODI)” and is incorporated herein by reference.

Voting Rights of Deposited Equity Shares Represented by ADSs

As soon as practicable after receipt of notice of any meetings or solicitation of consents or proxies of holders of shares or other deposited securities, our Depositary shall fix a record date for determining the holders entitled to give instructions for the exercise of voting rights. The Depositary shall then mail to the holders of ADSs a notice stating (a) such information as is contained in such notice of meeting and any solicitation materials, (b) that each holder on the record date set by the Depositary therefore will be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the deposited securities represented by the ADSs evidenced by such holders of ADSs, and (c) the manner in which such instruction may be given, including instructions to give discretionary proxy to a person designated by us.

On receipt of the aforesaid notice from the Depositary, our ADS holders may instruct the Depositary on how to exercise the voting rights for the shares that underlie their ADSs. For such instructions to be valid, the Depositary must receive them on or before a specified date.

The Depositary will make all reasonable efforts, and subject to the provisions of Indian law, our Memorandum and Articles of Association, to vote or to have its agents vote the shares or other deposited securities as per our ADS holders’ instructions. The Depositary will only vote or attempt to vote as per an ADS holder’s instructions. The Depositary will not itself exercise any voting discretion.

Neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast, or for the effect of any vote. There is no guarantee that our shareholders will receive voting materials in time to instruct the Depositary to vote and it is possible that ADS holders, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Register of Shareholders; Record Dates; Transfer of Shares

We maintain a register of our shareholders holding equity shares in electronic form through the National Securities Depository Limited and the Central Depository Services (India) Limited and of our shareholders holding equity shares in physical form through our registrar and share transfer agents i.e., KFin Technologies Limited. For the purpose of determining the shareholders entitled to annual dividends, if any, a record date or date of closure of transfer books is determined prior to the AGM of the shareholders. The Company is required to intimate the record date to all the stock exchanges where it is listed, inter alia, for the following purposes: the declaration of dividends, issuances of rights to equity or bonus shares, issuances of shares for conversion of debentures or any other convertible security, corporate actions such as mergers, demergers, splits and bonus shares, and buybacks. The SEBI Listing Regulations require us to give at least three working days’ prior notice to the stock exchanges before such record date, excluding the date of intimation and the record date. Additionally, the SEBI Listing Regulations prescribe that the Company shall ensure the time gap of at least five working days between two record dates.

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Shares held through depositaries are transferred in the form of book entries or in electronic form in accordance with the regulations laid down by SEBI. The requirement to hold the equity shares in book entry form will apply to the ADS holders when the equity shares are withdrawn from the depositary facility upon surrender of the ADSs. In order to trade the equity shares in the Indian market, the withdrawing ADS holder will be required to comply with the procedures described above.

The equity shares of a public company are freely transferable, subject only to the provisions of Sections 56 and 58 of the Companies Act, 2013.

Pursuant to Section 59(4) of the Companies Act, 2013, if a transfer of shares contravenes any of the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities and Exchange Board of India Act, 1992 or the Companies Act, 2013, or the regulations issued thereunder, or the Insolvency and Bankruptcy Code, 2016 or any other Indian laws in force at the time, the NCLT may, on application made by the Company, a depositary incorporated in India, an investor, SEBI or other parties, direct the rectification of the register of records.

In accordance with the proviso to Regulation 40(1) of the SEBI Listing Regulations (as amended), effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depositary. Shareholders may, however, tender such physical shares in an open offer, buyback through tender offer and exit offer in case of voluntary or compulsory delisting.

Disclosure of Ownership Interest

Section 89 of the Companies Act, 2013 requires, inter alia, beneficial owners of shares of Indian companies who are not holders of record to declare to the company details of the beneficial owner. Section 90 of the Companies Act, 2013 requires, inter alia, a significant beneficial owner (as defined therein) to submit necessary declarations to the company regarding the details of ownership interests held in that company. Further, every company shall take necessary steps to identify an individual who is a significant beneficial owner in relation to the company and require such individual to comply with the applicable provisions. Detailed guidelines with regard to declaration and filing of beneficial ownership details have been prescribed under the Companies (Significant Beneficial Owners) Rules, 2018 and Companies (Management and Administration) Rules, 2014, as amended from time to time.

A significant beneficial owner means every individual who, acting alone or together, or through one or more persons or trust, possesses one or more of the following rights or entitlements in the reporting company: a) holds indirectly, or together with any direct holdings, not less than 10% of the shares; b) holds indirectly, or together with any direct holdings, not less than 10% of the voting rights in the shares; c) has the right to receive or participate in not less than 10% of the total distributable dividend or any other distribution, in a financial year through indirect holdings alone, or together with any direct holdings; or d) has the right to exercise, or actually exercises, significant influence or control, in any manner other than through direct holdings alone, over the company.

Provisions on Changes in Capital

Our authorized capital can be altered by an ordinary resolution of the shareholders. The additional issue of shares is subject to the preemptive rights of the shareholders and provisions governing the issue of additional shares are discussed in Item 10 of this Annual Report on Form 20-F. In addition, a company may increase its share capital, consolidate its share capital into shares of larger face value than its existing shares or sub-divide its shares by reducing their par value, subject to an ordinary resolution of the shareholders.

Independent Directors Databank

In October 2019, the MCA introduced the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 and amended the Companies (Appointment and Qualification of Directors) Rules, 2014, effective December 1, 2019. The amendments mandate that existing Independent Directors, as well as those aspiring to become Independent Directors, apply online for inclusion of their name in the Independent Directors Databank and undergo an online proficiency self-assessment test within a period of two years. The MCA has, from time to time, exempted various categories of Independent Directors from the requirement to undergo the self-assessment test.

The Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019 authorized the Indian Institute of Corporate Affairs as the institute responsible for the creation and maintenance of the online databank, empanelment of existing and aspiring independent directors and for providing a platform for them to acquire knowledge, develop new skills, assess their understanding and apply best practices.

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Compliance requirement relaxations by MCA during the year ended March 31, 2025

The MCA granted certain relaxations in compliance with applicable laws by corporates. The key relaxations introduced are as follows:

i.

On September 9, 2024, MCA notified the Competition (Minimum Value of Assets or Turnover) Rules, 2024. These Rules were introduced to provide a relaxation under the Competition Act for transactions relating to mergers and amalgamations. The key highlight of these Rules is that if the value of assets of the target company does not exceed ₹ 450 crores or turnover does not exceed ₹ 1,250 crores, it will not constitute as combination under the Competition Act.

ii.

Through its notification dated September 9, 2024, MCA granted relaxation from certain compliance requirements under the Competition Act, specifically concerning approval obligations for combinations from the Competition Commission of India (CCI). Some of the transactions that are exempted under the relaxation are as follows:

a)

acquirers acquiring 25% or less of the total shares of the target company.

b)

acquiring additional shares of the target company, where the acquirer or its group entities, prior to acquisition, holds shares of the target, but does not hold more than 25% of the shares of the enterprise, either prior to or after such acquisition.

c)

acquisition of additional shares of the target company, where the acquirer or its group entities, prior to acquisition, holds more than 25% shares but does not hold more than 50% shares.

d)

acquisition of shares pursuant to a bonus issue or stock splits or buyback of shares or subscription to rights issue of shares, not leading to a change in control.

iii.

Through its General Circular dated September 19, 2024, the MCA permitted companies to conduct their general meetings through video conference or other audio-visual means or transact items through postal ballot up through September 30, 2025.

MCA amendments during the year ended March 31, 2025

(i)

MCA vide its notification, effective from September 17, 2024, further amended the provisions on mergers or amalgamations involving a foreign holding company and its wholly-owned Indian subsidiary. The newly introduced sub-rule 5 under Rule 25A of Companies (Compromises, Arrangements and Amalgamations) Amendment Rules, 2024 stipulates that both companies must obtain prior approval from the RBI before proceeding. Additionally, the Indian transferee company must comply with Companies Act, 2013 and submit an application to the Central Government for the said merger or amalgamation. This amendment brings more clarity and procedural requirements for cross-border mergers involving foreign holding companies and their Indian subsidiaries.

(ii)

On July 15, 2024, MCA issued the Specified Companies (Furnishing of information about payment to micro and small enterprise suppliers) Amendment Order, 2024. The amendment via this order introduces a pivotal change as it aims to strengthen the reporting framework concerning payments to micro, small and medium enterprises (“MSMEs”).

According to the revised Order, companies must now report details regarding payments made to MSMEs after 45 days during the half-year reporting period in the prescribed form. Earlier, companies were not required to file the form unless there were outstanding amounts due to MSMEs at the end of the reporting period.

Corporate Social Responsibility

The Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the “CSR Rules”), requires that companies meet certain thresholds of net worth, turnover or net profits to constitute a CSR Committee and to spend 2% of the company’s average profits, before taxes for the previous three fiscal years, on certain identified areas of CSR. This requirement became effective April 1, 2014. We have complied with this requirement, and a detailed report on CSR will form part of the Annual Report of the Company for fiscal year 2025.

Wipro’s Board-approved CSR policy is available on the corporate governance page of the Company’s website atwww.wipro.com.

Investor Education and Protection Fund (IEPF)

The MCA, vide its notification dated September 9, 2024, notified the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2024. These rules mandate all companies to take a special contingency insurance policy from an insurance company towards the risk arising out of claims filed by investors in respect of e-verification report submitted by the company. In line with this requirement, the Company has procured the Insurance policy.

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Related Party Transactions – Companies Act, 2013 perspective

Pursuant to Section 188 of the Companies Act, 2013, certain related party transactions require approval of a company’s board of directors, as well as the approval of its shareholders if they exceed certain prescribed threshold limits. However, these requirements will not apply if the related party transactions are in the ordinary course of business and at arm’s length. The proviso to Section 177 of the Companies Act, 2013, as amended by the Companies (Amendment) Act, 2015 provides that the Audit Committee can approve the related party transactions on an omnibus basis for the fiscal year. In case of transactions entered into between a holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the annual general meeting for approval, no prior approval of Board and Shareholders will be required, provided such transactions are in the ordinary course of business and at an arm’s length basis. Disclosure of related party transactions is required to be included in the Board’s Report along with justification for entering into such contracts and arrangements.

Rule 6A of Companies (Meetings of Board and its Powers), Rules, 2014 provides that, in approving Related Party Transactions, the Audit Committee shall consider the need for omnibus approval for transactions of repetitive nature, and omnibus approval shall contain or indicate the nature and duration of the transaction, and whether the transactions are in the ordinary course of business and are at an arm’s length price, amongst other requirements.

Under the Companies Act, 2013, where any contract or arrangement is entered into by a director or any other employee, without obtaining the consent of the Audit Committee or Board or approval by an ordinary resolution in the general meeting and if it is not ratified by the Audit Committee or Board or shareholders at a meeting, as the case may be, within three months from the date on which such contract or arrangement was entered into, such contract or arrangement shall be voidable at the option of the Audit Committee or the Board or the shareholders, as the case may be.

The abridged policy on related party transactions, as amended, is available on the website of the Company atwww.wipro.com.

Material Contracts

We are a party to various employment arrangements with our executive directors and executive officers. See “Terms of Employment Arrangements” under Item 6 of this Annual Report on Form 20-F for a further description of the employment arrangements and indemnification agreements that we have entered into with our directors and executive officers.

Transfer of ADSs and Surrender of ADSs

A person resident outside India may transfer the ADSs held in Indian companies to another person resident outside India without any permission. An ADS holder is permitted to surrender the ADSs held by him in an Indian company and to receive the underlying equity shares under the terms of the Deposit Agreement. Under Indian regulations, the re-deposit of these equity shares with the depositary to ADSs may not be permitted.

Depository Receipts Scheme 2014

The Ministry of Finance enacted the new Depository Receipt Scheme, 2014 (“2014 Scheme”) which replaced the Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993. Below is a brief summary of some of the key provisions.

There are certain relaxations provided under the 2014 Scheme subject to prior approval of the Ministry of Finance. For example, a registered broker is permitted to purchase shares of an Indian company on behalf of a person resident outside of India for the purpose of converting those shares into ADSs or GDSs. However, such conversion is subject to compliance with the provisions of the 2014 Scheme and the periodic guidelines issued by the regulatory authorities. Therefore, ADSs converted into Indian shares may be converted back into ADSs, subject to certain limits of sectorial caps.

Under the 2014 Scheme, the foreign depository may take instructions from holders of depositary receipts (“DRs”) to exercise the voting rights with respect to the underlying equity securities. Additionally, a domestic custodian has been defined to include a custodian of securities, an Indian depository, a depository participant or a bank having permission from SEBI to provide services as custodian. Further, the 2014 Scheme provides that the aggregate of permissible securities which may be issued or transferred to foreign depositories for issue of DRs, along with permissible securities already held by persons resident outside India, shall not exceed the limit on foreign holding of such permissible securities under the Foreign Exchange Management Act, 1999 (“FEMA”).

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The Department of Economic Affairs, Ministry of Finance made amendments to certain provisions of the Securities Contracts (Regulation) Rules, 1957 vide Securities Contracts (Regulation) (Amendment) Rules, 2015, on February 25, 2015. An amended definition of “public shareholding” was introduced to define equity shares of the Company held by the public to include shares underlying DRs if the holder of such DRs has the right to issue voting instruction and such DRs are listed in international stock exchange in accordance with the 2014 Scheme.

Conditions for issuance of ADSs or GDSs outside India by Indian Companies

Eligibility of issuer: An Indian Company, which is not eligible to raise funds from the Indian Capital Market including a company which has been restrained from accessing the securities market by SEBI will not be eligible to issue ADSs or GDSs apart from Foreign Currency Convertible Bonds (“FCCB”).

Eligibility of subscriber: Overseas Corporate Bodies (“OCBs”) who are not eligible to invest in India through the portfolio route and entities prohibited to buy, sell or deal in securities by SEBI will not be eligible to subscribe to (i) FCCB and (ii) ADSs or GDSs.

Framework for issuance of DRs

SEBI introduced a framework for issuance of DRs by companies listed or to be listed in India (“DR Framework”), through its circular dated October 10, 2019. The DR Framework, as amended from time to time, sets out requirements for issuance of depository receipts in addition to the requirements under the Companies Act, 2013 and rules thereunder, the Depository Receipts Scheme, 2014 and the foreign exchange regulations.

Through its circular dated December 18, 2020, SEBI provided certain relaxations to NRIs in respect of holding of DRs issued by India-listed companies.

SEBI Listing Regulations

The SEBI Listing Regulations were notified on September 2, 2015 to replace the listing agreement and were implemented from December 1, 2015. The SEBI Listing Regulations consolidate and streamline the provisions of existing listing agreements for different segments of the capital markets (i.e., equity, non-convertible debt securities, non-convertible redeemable preference shares, Indian DRs and securitized debt instruments and units issued by mutual fund schemes). It lays down provisions for transparency and fair disclosures by all Indian-listed companies. Amendments to the SEBI Listing Regulations have been made from time to time to reinforce compliance and protect the interest of investors.

SEBI amended the SEBI Listing Regulations vide its notifications dated May 17, 2024, May 21, 2024, December 13, 2024 and December 31, 2024. The amendments were mainly aimed at: (a) enhancing and streamlining disclosure requirements for material events/information of a listed entity; and (b) strengthening corporate governance by empowering shareholders and protecting minority shareholders.

The key changes introduced by way of the aforesaid amendments are listed below:

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The listed companies are required to confirm, deny or clarify any market rumor pertaining to a specific upcoming event, which is not of a general nature, and is reported in mainstream media, if it causes a significant movement in the company’s stock price. This verification must be conducted within 24 hours of the material price movement. The share price movement of 3 percent or more (upward or downward) will trigger the disclosure requirement.

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Listed entities are required to give prior intimation of at least two working days (excluding the date of the intimation and date of the meeting) to stock exchanges about the meeting of the board of directors in which financial results are due to be considered and approved. This was previously five working days in advance.

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SEBI has mandated that the Compliance officer shall now be not more than one level below the board of directors and shall be designated as a Key Managerial Personnel(“KMP”). Vide its circular dated April 1, 2025, SEBI clarified that “one level below the board of directors” shall mean one level below the Managing Director or Whole-time Director(s) who are part of the Board of Directors.

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SEBI introduced the Integrated filing (Governance) to facilitate ease of filing and compliance for listed entities. The integrated report, consisting of an investor grievance redressal report and a corporate governance report, is now required to be filed within 30 days from the end of each quarter.

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The integrated filing of financial statements, disclosure of related party transactions and statement of deviation and variation was also introduced by SEBI to be filed within 45 days from the end of each quarter and within 60 days from the end of the last quarter and financial year.

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•

The listed companies are required to take prior approval from shareholders toward appointment or a re-appointment of a person, including as a managing director or a whole-time director, who was earlier rejected by the shareholders at a general meeting. The notice to shareholders shall be annexed with a detailed explanation and justification by the Nomination and Remuneration Committee and the Board of Directors for recommending such a person for appointment or re-appointment.

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Every listed entity and its material unlisted subsidiaries incorporated in India are now required to undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary. Earlier, it was not required to be done by a Peer Reviewed Company Secretary. Furthermore, on the basis of a recommendation of the board, a listed entity shall appoint/re-appoint a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, with the approval of its shareholders in its AGM.

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Every listed company is required to disclose the outcome of meetings of the Board of Directors held to consider dividend, buyback, fund raising, bonus issue or financial results, among others, within three hours from the closure of the board meeting in case the meeting closes after normal trading hours of that day but more than three hours before the beginning of the normal trading hours of the next trading day and within thirty minutes or three hours, as applicable, in case the meeting of the board of directors is being held for more than one day. Earlier it was required to be disclosed within 30 minutes of the closure of the meeting.

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In case of the acquisition of shares or voting rights in an unlisted company, aggregating to 20% or any subsequent change in holding exceeding 5% from the last disclosure, the listed company is required to file a disclosure to the stock exchanges within 12 hours.

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Every listed entity is required to disclose, within 24 hours, an imposition of a fine or penalty levied by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary. Disclosure is required in the following cases:

• fine or penalty of Indian Rupees one lakh or more imposed by sectoral regulator or enforcement agency;

• fine or penalty of Indian Rupees ten lakhs or more imposed by other authority or judicial body.

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SEBI has brought more clarity towards the disclosure of tax litigation or dispute under the Listing Regulations. Any such litigation or dispute shall now be disclosed to the exchanges on application of materiality criteria as specified under Para B of Part A of Schedule III of Listing Regulations.

In February 2025, the Industry Standards Forum (“ISF”), consisting of ASSOCHAM, CII and FICCI, released a note on Regulation 30 of Listing Regulations. This note has brought in certain additional clarifications and guidance on the disclosure requirements to stock exchanges.

Related Party Transactions – SEBI Listing Regulations perspective

Under the SEBI Listing Regulations, Related Party Transactions are covered under various Regulations and Schedules. These are as follows:

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Regulation 2(1)(zb) of the SEBI Listing Regulations– Definition of Related Party

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Regulation 2(1)(zc) of the SEBI Listing Regulations– Definition of Related Party Transactions

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Regulation 23 of the SEBI Listing Regulations read with Schedule V– Provisions of Related Party Transactions.

Regulation 23 of the SEBI Listing Regulations requires every listed entity to formulate a policy on materiality of related party transactions and on dealing with such related party transactions duly approved by the Board. Such policy shall be reviewed by the Board at least once every three years.

Vide its notification dated December 13, 2024, SEBI has amended the provisions of related party transactions. Now the remuneration and sitting fees paid by the listed entity or its subsidiary to its director, KMP or senior management, except he or she is part of a promoter or promoter group, shall not require approval of the audit committee and the transactions related to payment of statutory dues/fees/charges entered into between a listed entity with the government shall be exempted from any prior approval of audit committee or shareholders.

Further, the members of the audit committee may now ratify the related party transactions within 3 months from the date of the transaction or in the immediate next meeting of the audit committee, whichever is earlier, subject to the following conditions:

(i)

the value of the ratified transaction(s) with a related party, whether entered into individually or taken together, during a financial year shall not exceed rupees 1 crore.

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(ii)

the transaction shall not be material in terms of the provisions of these regulations.

(iii)

rationale for inability to seek prior approval for the transaction shall be placed before the audit committee at the time of seeking ratification.

In February 2025, SEBI issued the Industry Standards on minimum information to be provided for approval of related party transactions by the audit committee and shareholders. This includes details such as particulars of the related party, relationship and ownership of the related party, and financial performance of the related party, among others. This requirement was made effective for transactions undertaken after April 1, 2025. Vide its circular issued in March 2025, SEBI deferred this requirement to July 1, 2025.

Prohibition of Insider Trading Regulations, 2015

In May 2015, SEBI introduced the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“PIT Regulations”) replacing the earlier framework of the SEBI (Insider Trading) Regulations, 1992. It was introduced with an aim of bringing the basic framework governing the regime of insider trading practices in line with the dynamic global scenario and to tighten the gaps in the existing norms.

Among the various disclosure procedures provided for in the PIT Regulations, constituting a Structured Digital Database (SDD) has been mandated by Regulation 3(5). This database shall contain records of all persons who are in possession of unpublished price sensitive information of the company and such database has to be maintained in a non-tamperable manner and must include timestamping and audit trail to ensure transparency and avoid any fabrication of data through editing.

Vide its notification dated December 4, 2024, SEBI has broadened the definition of connected persons to include the relatives of connected persons as against immediate relatives. SEBI has intended to bring into its ambit persons who may seemingly not occupy any position in a company but are in regular touch with the company and its officers and are involved in the know of the company’s operations by having possible access to unpublished price sensitive information about the company.

Further, vide its notification dated March 11, 2025, SEBI has broadened the definition of “unpublished price sensitive information” to include: fraud/defaults by the company, its promoter, director, KMP, or subsidiary or their arrest, whether occurred within India or abroad, the outcome of any litigation or dispute which may have an impact on the Company, and a change in ratings other than the ESG rating, among others.

Takeover Code

The Takeover Code is applicable to publicly listed Indian companies and to any person acquiring our equity shares or voting rights in the Company, including ADSs. Under the Takeover Code, upon the acquisition of 5% or more of equity shares or voting rights and every change of 2% thereafter (upward or downward) of the outstanding shares or voting rights of a publicly listed Indian company, the shareholder is required to disclose the aggregate shareholding and voting rights in the company to the company and to the stock exchanges on which the shares of the company are listed. An ADS holder would be subject to these notification requirements.

Upon the acquisition of 25% or more of such shares or voting rights, or a change in control of the company, the purchaser is required to make an open offer to the other shareholders, offering to purchase at least 26% of all the outstanding shares of the company or such number of shares that will result in the public shareholding not falling below the minimum public holding requirement, whichever is lower. Since we are a listed company in India, the provisions of the Takeover Code will apply to us and to the acquisition of ADS having voting rights. The acquisition of ADS having voting rights, irrespective of conversion into underlying equity shares, is subject to disclosures, an acquisition trigger and the reporting requirements under the Takeover Code.

SEBI vide its notification dated May 17, 2024, has notified that for the purpose of determining the offer price for acquisition of shares under the Takeover Code, the effect on the price of equity shares of the target company due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under Regulation 30(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

In August 2021, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”) were notified and made effective immediately. The SBEB Regulations govern all share-based employee benefit schemes dealing in securities, including employee stock options, employee share purchase, stock appreciation rights, general employee benefits and retirement benefits.

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Under SBEB Regulations, a company may implement a scheme(s) either directly or by setting up an irrevocable trust. If company prefers to implement the scheme through a trust, the same has to be decided upfront at the time of taking approval of the shareholders for setting up the scheme. The trustees of a trust, which is governed under these regulations, shall not vote in respect of the shares held by such trust, to avoid any misuse arising out of exercising such voting rights.

A company shall constitute a compensation committee for administration of the schemes. The compensation committee shall consist of Board of Directors of the company. The compensation committee shall frame suitable policies and procedures to ensure that there is no violation of applicable securities laws by the company and its employees.

Any scheme offered to employees or any variation in the terms of the existing scheme under SBEB Regulations shall be approved by the shareholders through special resolution at the general meeting.

SEBI (Buy-Back of Securities) Regulations, 2018

In September 2018, the new SEBI (Buy-back of Securities) Regulations, 2018 (“Buy-back Regulations”) were approved and made effective. This was introduced with an aim to simplify the language, remove redundant provisions and inconsistencies, update for references to the Companies Act, 2013 and other new SEBI regulations and incorporate information from relevant circulars, frequently asked questions and previously provided informal guidance.

As per Buy-back Regulations, a company may buy-back its shares in the open market through stock exchange at the volume weighted average price of the shares bought-back, during the calendar week in which such shares were received by the broker. Vide its notification dated May 17, 2024, SEBI has provided an exception that the effect on the price of equity shares due to material price movement and confirmation of reported event or information may be excluded as per the framework specified under Regulation 30(11) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for determination of the volume weighted average market price.

Vide its notification dated November 20, 2024, SEBI has amended the Buy-back regulations, and the following are the key highlights:

A company, while calculating the entitlement ratio for the buy-back of equity shares, shall not consider the shares held by a promoter or promoter group in case any member of the promoter or promoter group has declared its intention to not participate in the buy-back.

As per the recent amendments, the buy-back offer shall now open not later than four working days from the date of public announcement.

A company is now required to make public disclosure if it is issuing shares during the buy-back period in order to discharge subsisting obligations through stock option schemes along with the potential impact of these subsisting obligations.

Enabling T+2 trading of Bonus shares where T is the record date

As a part of the continuing endeavor to streamline the process of the bonus issue of equity shares, it has been decided by SEBI to reduce the time taken for credit of bonus shares and trading of such shares, from the record date of the bonus issue. In light of this change, the shares allotted pursuant to the bonus issue will now be available for trading on the next working date of the allotment of shares.

Compliance requirement relaxations by SEBI

SEBI issued several relaxations in compliance with applicable laws by corporates. Vide its circular dated October 3, 2024, SEBI has extended the relaxation for sending physical copies of financial statements (including the Board’s report, the auditor’s report or other documents required to be attached therewith) to the shareholders, for general meetings conducted until September 30, 2025.

Foreign Direct Investment (“FDI”)

Foreign investments in India are governed by the provisions of the FEMA and the rules and regulations made thereunder. FEMA regulates transactions involving foreign exchange and provides that certain transactions cannot be carried out without the general or special permission of the RBI or the GoI, as the case may be.

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The Ministry of Finance notified the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“NDI Rules”) on October 17, 2019 superseding the Foreign Exchange Management (Transfer of Issue of Security by a Person Resident outside India) Regulations, 2017 (“TISPRO”) and the Foreign Exchange Management (Acquisition and Transfer of Immovable Property in India) Regulations, 2018. These rules govern foreign investments into India, including foreign direct investments by persons resident outside India.

Further, the RBI also notified the Foreign Exchange Management (Debt Instruments) Regulations, 2019, superseding TISPRO, and the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019, which provides for reporting requirements in relation to any investment made under the NDI Rules.

The primary objectives of these norms are:

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To simplify the provisions governing foreign investment in India;

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To vest the Central Government with power over non-debt instruments; and

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To vest the RBI with the power over debt instruments.

The Foreign Direct Investment Scheme under the RBI’s ‘automatic route’, i.e., actions that do not require RBI approval, enables Indian companies, other than those specifically excluded, to issue shares and certain other capital instruments to persons residing outside India without prior permission from the RBI, subject to certain conditions. General permission has been granted for the transfer of shares and certain other capital instruments by a person resident outside India as follows: (i) for transfers of shares or certain other capital instruments held by a person resident outside India other than an NRI or an Overseas Citizen of India (“OCI”), to any person resident outside India and (ii) NRIs or OCIs are permitted to transfer shares or certain other capital instruments of an Indian company to any person resident outside India on a repatriation basis. A person resident outside India can transfer shares or certain other capital instruments to a person resident in India by way of gift. A person resident outside India can sell the shares and certain other capital instruments of an Indian company on a recognized stock exchange in India through a registered stockbroker. General permission has also been given for transfers between a person resident in India and a person resident outside India subject to stipulated conditions.

Through notification dated April 22, 2020, the GoI amended the FDI policy to state that investment by a non-resident entity of a country, which shares land border with India or where the beneficial ownership of an investment into India is situated in or is a citizen of any aforesaid countries, shall be under the ‘Government Route’, which requires prior GoI approval. Further, in case of transfer of ownership of any existing or future FDI in an entity in India, directly or indirectly, resulting in the beneficial ownership falling within the above-mentioned restriction / purview such subsequent change in beneficial ownership, will also require GoI approval.

Under FEMA, the onus of compliance with the various foreign investment limits rests on the company. In order to facilitate listed companies’ compliance with the requirements, SEBI, in consultation with the RBI, has put in place a new system for monitoring the foreign investment limits, with effect from May 1, 2018.

In cases where the prescribed conditions are not met, approval of the Central Government and the RBI may also be required. The limits for allowable remittance from India by a person resident in India under the Liberalized Remittance Scheme issued by RBI is U.S.$ 250,000, per financial year, for any permitted current or capital account transaction or a combination of both.

Over a period of time, and particularly since 1991, the GoI has relaxed the restrictions on foreign investment and most industry sectors do not require prior approval of the GoI or RBI, if the percentage of equity holding by all foreign investors does not exceed specified industry specific thresholds and such industry sectors are not under the GoI approval route. Purchases by foreign investors of ADSs are treated as direct foreign investment in the equity issued by Indian companies for such offerings. Foreign investment up to 100% of a company’s share capital is currently permitted in the IT industry.

RBI, vide its notification dated January 14, 2025, has provided relaxation to residents outside India to open Special Non-Resident Rupee (SNRR) Accounts with overseas branches of Authorized Dealer banks, with an aim to improve ease of making investments, to internationalize the Indian Rupee in foreign markets and to provide additional avenues/modes to non-residents for making investments. This relaxation will in turn enable non-residents to use their balances held in repatriable foreign currency or INR accounts for foreign investment, including FDI in non-debt instruments. This relaxation was previously available for FPIs (as defined below) and is now extended to FDI as well.

Consolidated FDI Policy – 2020

On October 28, 2020, the latest edition of the GoI’s consolidated FDI policy was released, effective October 15, 2020. The consolidated FDI policy is a compilation of decisions taken and amendments notified by the GoI with regard to FDI in various sectors.

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Reporting of Foreign Investment in India

With an objective of improving ease of doing business in India, the RBI introduced the Single Master Form reporting system which subsumes all existing reporting requirements, irrespective of the mode or instrument through which the foreign investment is made. Prior to implementation of the same, the RBI provided an interface to the Indian entities to input data on total foreign investments in a specified format. The RBI introduced this new system for smoothening the reporting system for transactions which are FDI related. All forms which are used for making required reporting to the RBI have been combined into one form so that users can access one common platform for all reporting.

Investments by NRIs

A variety of facilities for making investments in shares of Indian companies is available to individuals of Indian nationality or origin residing outside India. Further, these facilities permit NRIs to make portfolio investments in shares and other securities of Indian companies on a basis that is not generally available to other foreign investors. An individual NRI or OCI may not hold more than 5% of the total paid-up equity capital of a company on a fully diluted basis, and the aggregate holding of all NRIs and OCIs may not exceed 10% of a company’s total paid-up equity capital on a fully diluted basis. The aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the members of the company. An NRI or an OCI resident outside India may invest in certain capital instruments issued by an Indian company, capital of an Indian limited liability partnership and convertible notes issued by an Indian startup company on a non-repatriation basis. Further, NRIs or OCIs may invest by way of contribution to the capital of a firm or a proprietary concern in India on a non-repatriation basis. These facilities are different and distinct from investments by the foreign direct investors described above. Investments by NRIs or OCIs on a non-repatriation basis will be deemed to be domestic investments at par with investments made by residents. A company, trust and partnership firm incorporated outside India and owned and controlled by NRIs can invest, with the special dispensation as available to NRIs under the FDI policy. The RBI no longer recognizes OCBs as an eligible class of investment vehicles under various routes and schemes under the foreign exchange regulations.

Investments by Foreign Portfolio Investors

SEBI introduced Foreign Portfolio Investors Regulations 2014 (the “FPI Regulations”) which repealed SEBI (Foreign Institutional Investors), Regulations, 1995. Under the FPI Regulations, foreign institutional investors, sub-accounts and qualified foreign investors merged into a new investor class called Foreign Portfolio Investors (“FPI”). FPI Regulations restrict purchases of equity shares of each company by a single FPI or an investor group to below 10% of the total paid up equity capital of the company on a fully diluted basis.

The individual investment limits for the FPIs shall be below 10% of the total paid-up equity capital on a fully diluted basis.

Effective from April 1, 2020, the aggregate limit for investments by FPIs would be the sectoral cap applicable to such Indian company.

Portfolio investments up to the lower of (i) an aggregate foreign investment level of 49% or (ii) the sectoral/statutory cap will not be subject to either government approval or compliance with the sectoral conditions, as the case may be, provided that such investments do not result in a change in ownership and lead to control of Indian companies by non-resident entities.

Investment by Foreign Venture Capital Investors

The RBI has liberalized and rationalized the investment regime for Foreign Venture Capital Investors (“FVCIs”) in order to boost foreign investment in Indian startups. The RBI permits FVCIs to invest under an automatic in equity regime or under an equity-linked instrument or debt instrument of unlisted Indian companies in certain specified sectors and in Indian startups, irrespective of the sector in which the startup is engaged. There are no restrictions on transfers of any security or instrument held by FVCIs to any person residing inside or outside India.

Overseas Direct Investment (“ODI”)

An Indian entity is permitted to invest in joint ventures or wholly owned subsidiaries abroad up to 400% of the net worth of the Indian entity as per its last audited financial statements. However, any financial commitment exceeding U.S.$ 1 billion or its equivalent in a financial year would require prior approval of the RBI even if the total financial commitment of the Indian entity is within 400% of the net worth as per its latest audited financial statements. Accordingly, a company can make financial commitments in a financial year of up to U.S.$ 1 billion, or such higher amount as may be approved by the RBI, subject to the overall amount being within limits of 400% of the company’s net worth as per its latest audited financial statements.

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Indian companies are prohibited from making direct investments in an overseas entity (set up or acquired abroad directly, as a joint venture or a wholly owned subsidiary, or indirectly, as a step-down subsidiary) located in the countries identified by the Financial Action Task Force as “non-cooperative countries and territories” or as notified by the RBI from time to time.

On August 22, 2022, the GoI issued the Foreign Exchange Management (Overseas Investment) Rules, 2022 (the “ODI Rules”). Simultaneously, the RBI issued the Foreign Exchange Management (Overseas Investment) Regulations, 2022 (the “ODI Regulations”) and the Foreign Exchange Management (Overseas Investment) Directions, 2022 (the “ODI Directions”). The new ODI regime, consisting of the ODI Rules, ODI Regulations and ODI Directions, aims to liberalize and simplify the existing framework for overseas investment by persons resident in India to cover wider economic activity and significantly reduce the need for seeking government approvals.

External Commercial Borrowings

In December 2018, the RBI notified the Foreign Exchange Management (Borrowing and Lending) Regulations, 2018 (the “New ECB Regulations”), superseding the earlier framework that applied to External Commercial Borrowings.

Under the New ECB Regulations, eligible borrowers are allowed to raise funds through their authorized dealer banks, without approaching the RBI for approval, as long as the borrowing is in conformity with the prescribed parameters of the regulations.

SEC Clawback Rules

On October 26, 2022, the SEC adopted the final compensation clawback rules (the “SEC Clawback Rules”) that require listed issuers (with limited exceptions) to (i) develop and implement a clawback policy to recover excess incentive compensation from executive officers if amounts were based on material misstatements in the financial reports, (ii) file the clawback policy as an exhibit to their annual report and (iii) include disclosures in their SEC filings if recovery is triggered under their clawback policy. The final rules were published in the Federal Register on November 28, 2022.

The SEC Clawback Rules and the related listing standards of the NYSE mandated issuers listed on the NYSE to adopt a compliant clawback policy no later than December 1, 2023. Accordingly, we adopted a clawback policy which was approved by the Board in October 2023.

Taxation

The following summary is based on the law and practice of the Indian Income-tax Act, 1961, including the special tax regime contained in Sections 115AC and 115ACA of the Income-tax Act, 1961, read with the 2014 Scheme. The Income-tax Act, 1961 is amended every year by the Finance Act of the relevant year. Some or all of the tax consequences of Sections 115AC and 115ACA may be amended or changed by future amendments to the Income-tax Act, 1961.

We believe this information is materially complete as of the date hereof, however, this summary is not intended to constitute a complete analysis of the individual tax consequences to non-resident holders or employees under Indian law for the acquisition, ownership and sale of ADSs and equity shares.

Residence: For purposes of the Income-tax Act, 1961, an individual is considered to be a resident of India during any fiscal year if he or she is in India in that year for:

•

a period or periods amounting to 182 days or more; or

•

60 days or more and, within the four preceding years has been in India for a period or periods amounting to 365 days or more.

Per the Finance Act, 2020, an Indian citizen who is not liable to tax in any other country or territory shall be deemed to be resident in India subject to fulfillment of certain conditions. This amendment is effective from April 1, 2021.

The period of 60 days referred to above shall be read as 182 days (i) in the case of a citizen of India who leaves India in a fiscal year for the purposes of employment outside of India or (ii) in the case of a citizen of India or a person of Indian origin living abroad who visits India and within the four preceding years has been in India for a period or periods amounting to 365 days or more. Pursuant to the Finance Act, 2020, an amendment is enacted in clause (b) of Explanation 1 of Subsection (1) to Section 6 whereby, for a citizen of India or a person of Indian origin visiting India, the period of 60 days or more is extended to 120 days or more, subject to fulfillment of certain conditions.

A company is a resident of India if it is incorporated in India or its place of effective management is in India during the year.

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Taxation of Distributions: Prior to the Finance Act, 2020, companies paying a dividend were liable to pay the dividend distribution tax on the amount distributed as dividend and in certain circumstances where the dividend income was taxable in the hands of resident assessee, with few exceptions. The Finance Act, 2020 has abolished the dividend distribution tax, effective beginning the financial year commencing on April 1, 2020. This will have the effect of reducing the tax burden on such companies and the burden of tax payment will shift to the shareholder at the shareholder’s applicable rate of tax. As per the current provisions, companies are liable to deduct tax at the source on dividends distributed to shareholders, both resident and non-resident, if the dividend is distributed beyond a certain threshold or due to non-submission of certain documents by the shareholder. Any distributions of additional ADSs or equity shares to resident or non- resident holders will not be subject to tax under the Income-tax Act, 1961.

Taxation of Capital Gains: The following is a brief summary of capital gains taxation of non-resident and resident holders in respect of the sales of ADSs and equity shares received upon redemption of ADSs. The relevant provisions are contained mainly in Sections 45, 47(vii)(a), 115AC and 115ACA, of the Income-tax Act, in conjunction with the 2014 Scheme. The Finance Act, 2024 has rationalized and simplified the provisions of the capital gains taxation by changing the holding period and tax rates of the various instruments. Gains realized upon the sale of ADSs and listed shares that have been held for a period of more than 24 months and 12 months, respectively, are considered long-term capital gains. Gains realized upon the sale of ADSs and shares that have been held for a period of 24 months or less and 12 months or less, respectively, are considered short term capital gains. Capital gains are taxed as follows:

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Gains from a sale of ADSs outside India, by a non-resident to another non-resident are not taxable in India.

•

With effect from July 23, 2024, long-term capital gains realized by a resident holder from the transfer of the ADSs will be subject to tax at the rate of 12.5% as compared to 10% previously. Short-term capital gains on such a transfer as per the provisions of the Income-tax Act will be taxed at graduated rates with a maximum of 30%.

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With effect from July 23, 2024, long-term capital gains realized by a non-resident upon the sale of equity shares obtained through the redemption of ADSs, or settlement of such sale being made off a recognized stock exchange, are subject to tax at a rate of 12.5% as compared to 10% previously as per the provisions of the Income-tax Act, 1961.

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Long-term capital gains realized by a non-resident upon the sale of equity shares obtained through the redemption of ADSs, or settlement of such sale being made on a recognized stock exchange, is exempt from tax for sale executed before March 31, 2018 and the short-term capital gains on such sale will be taxed at 20% (effective from July 23, 2024) as compared to 15% previously. An additional tax called “Securities Transaction Tax”, or “STT” (as defined and described in further detail below) will be levied at the time of settlement. The Finance Act 2018 introduced a section “112A” effective April 01, 2018—Long-term capital gains on such sale executed from April 1, 2018 will be taxable, subject to a threshold exemption of ₹ 125,000 (effective from July 23, 2024 for financial year 2024-25 and onwards). However, the cost of acquisition would be taken as higher of actual cost and prevailing price as of January 31, 2018 (prevailing price would be restricted to the actual sale price if lower than the prevailing price as of January 31, 2018).

The Finance Act, 2015 amended the law to compute the holding period of capital asset being share or shares of a company, acquired by a non-resident on redemption of GDR, from the date on which a request for redemption was made.

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In addition to the above, a surcharge as set forth below and an additional surcharge called “Health and Education Cess” of 4% (effective financial year commencing April 1, 2018) is levied as follows:

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The above rates may be reduced by the applicable tax treaty in the case of non-residents. The capital gains tax is computed by applying the appropriate tax rates to the difference between the sale price and the purchase price of the equity shares or ADSs. In the case of employees who receive shares allotted as part of a company’s stock option plan, the purchase price shall be the fair market value which has been taken into account for the purpose of computing the perquisite on salaries. In 1992, the government allowed established Indian companies to issue FCCB. Effective April 2008, the conversion of FCCBs into shares or debentures of any company shall not be treated as a ‘transfer’ and consequently will not be subject to capital gains tax upon conversion. Further, the cost of acquisition of the shares received upon conversion of the bond shall be the price at which the corresponding bond was acquired.

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Any gain realized by a non-resident or resident employee on the sale of equity shares is subject to Indian capital gains tax, which, in the case of a non-resident is to be withheld at the source by the buyer. However, as per the provisions of Section 196D(2) of the Income-tax Act, 1961, no withholding tax is required to be deducted by way of capital gains arising to Foreign Institutional Investors as defined in Section 115AD of the Income-tax Act, 1961 on the transfer of securities as defined in Section 115AD of the Income-tax Act, 1961.

The value of shares/securities allotted under any employee stock option plan is treated as a perquisite in the hands of employees and will be taxed accordingly. The tax rate will vary from employee to employee, with a maximum of 42.74% (subject to the prevailing tax rate slab) on the perquisite value. The perquisite value is calculated as the difference between the fair market value of the share / security on the date of exercise minus the exercise price.

According to the 2014 Scheme, a non-resident holder’s holding period for the purposes of determining the applicable capital gains tax rate under the Income-tax Act, 1961, in respect of equity shares received in exchange for ADSs commences on the date of notice of the redemption by the depositary to the custodian. For purposes of determining the holding period for a resident employee, the holding period starts from the date of allotment of such assets. Capital gains derived from the sale of subscription rights or other rights by a non-resident holder not entitled to an exemption under a tax treaty will be subject to Indian capital gains tax as per the domestic income tax law. If such subscription rights or other rights are deemed by the Indian tax authorities to be situated within India, the gains realized on the sale of such subscription rights or other rights will be subject to Indian taxation. The capital gains realized on the sale of such subscription rights or other rights, which will generally be in the nature of short term capital gains, will be subject to tax at variable rates with a maximum rate of 40% in the case of foreign companies and at graduated rate with a maximum of 30%, in the case of resident employees and non-resident individuals. In addition to this, there will be a surcharge levied and an additional surcharge called “Health and Education Cess” of 4% in addition to the above tax and surcharge will be levied (Refer to table above for surcharge rates).

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As per Section 55(2) of the Income-tax Act, 1961, the cost of any share (commonly called a “bonus share”) allotted to any shareholder without any payment and on the basis of such shareholder’s share holdings, shall be nil. The holding period of bonus shares for the purpose of determining the nature of capital gains shall commence on the date of allotment of such shares by the company.

Securities Transaction Tax: In respect of a sale and purchase of equity shares entered into on a recognized stock exchange, (i) both the buyer and seller are required to each pay a Securities Transaction Tax (“STT”), at the prescribed rates on the transaction value of the securities, if a transaction is a delivery based transaction (i.e., the transaction involves actual delivery or transfer of shares); and (ii) the seller of the shares is required to pay a STT at the prescribed rates on the transaction value of the securities, if the transaction is a non-delivery based transaction, i.e., a transaction settled without taking delivery of the shares. The STT rates are as follows:

Goods and Service Tax: Brokerage or commission paid to stockbrokers in connection with the sale or purchase of shares is subject to levy of the Goods and Services Tax at an effective rate of 18%.

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Buyback of Securities: Effective October 1, 2024, the taxation framework for share buybacks in India has been revised. Under the new framework, the following provisions apply:

Taxation in the hands of Shareholders: Proceeds received by shareholders from the buyback of shares are now treated as dividend income and taxed according to applicable slab rates.

Tax Deduction at Source: Companies are required to deduct TDS at a rate of 10% for resident shareholders and 20% for non-resident shareholders (subject to applicable tax treaties) on buyback proceeds paid to resident shareholders.

Capital Loss Recognition: The cost of acquisition of the shares bought back is considered a capital loss for shareholders. This loss can be offset against other capital gains or can be carried forward for up to eight subsequent financial years.

Stamp Duty and Transfer Tax: Upon issuance of the equity shares underlying our ADSs, companies will be required to pay a stamp duty of 0.1% per share of the issue price of the underlying equity shares. A transfer of ADSs is not subject to an Indian stamp duty. However, upon the acquisition of equity shares from the depositary in exchange for ADSs, the non-resident holder will be liable for an Indian stamp duty at the rate of 0.25% of the market value of the ADSs or equity shares exchanged. A sale of equity shares by a non-resident holder will also be subject to an Indian stamp duty at the rate of 0.25% of the market value of the equity shares on the trade date, although customarily such tax is borne by the transferee. Shares must be traded in dematerialized form. The transfer of shares in dematerialized form is currently not subject to a stamp duty.

Gift Tax: The Finance Act, 2017, inserted provisions related to tax on the receipts of any sum of money, by any person either without consideration or for an inadequate consideration for value exceeding ₹ 50,000 (Stamp duty value in case of immovable property) during the year. The same is exempt from tax if it is received from any relative, occasion of marriage, under a will or by way of inheritance, or in contemplation of death of the payer or donor.

General Anti Avoidance Rule (“GAAR”): The GAAR provisions to deal with the Organization for Economic Co-operation and Development’s Base Erosion and Profit Shifting project, of which India is an active participant, were applicable from fiscal year 2018. Pursuant to GAAR, an arrangement in which the main purpose, or one of the main purposes, is to obtain a tax benefit and may be declared as an “impermissible avoidance arrangement” if it also satisfies at least one of the following four tests. If any of our transactions are found to be impermissible avoidance arrangements under GAAR, our business, financial condition and results of operations may be adversely affected.

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The arrangement creates rights and obligations, which are not normally created between parties dealing at arm’s length.

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It results in misuse or abuse of provisions of tax laws.

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It lacks commercial substance or is deemed to lack commercial substance.

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It is carried out in a manner, which is normally not employed for a bona fide purpose.

Minimum Alternative Tax: From April 1, 2012 onwards, income arising out of any business carried on in a SEZ as a developer or unit along with regular income is subject to MAT. Any tax paid under MAT, will be eligible for adjustment against regular income tax liability computed under the Income-tax Act, 1961 for the following fifteen years as MAT credit. The rate of tax under MAT provisions is 17.47%. In the financial year ended March 31, 2020, the GoI amended the Income-tax Act, 1961 through The Taxation Laws (Amendment) Act, 2019, providing an option to pay a lower rate of tax of 22% (plus surcharge and cess) by foregoing all the deductions available under Chapter VI-A and other profit-linked deductions as prescribed in the Income-tax Act, 1961. This option, once exercised, is irrevocable and the corresponding MAT credit available will lapse. In the future, if a company opts for this lower rate of tax, this may lead to an increase in tax outflow and the MAT credit available to the company will lapse.

Advance Pricing Agreements (“APAs”): The Company has concluded APAs in multiple jurisdictions to bring more predictability to the Company’s tax obligations in respect of its overseas operations. Any material changes to the critical assumptions underlying these APAs may have an impact on taxes. Further, when these APAs expire, there is no certainty that they will be renewed. If renewed, there is no certainty as to whether they will be on the same terms.

Base Erosion and Profit Shifting(“BEPS”): The Company operates in various countries and any change in tax rates or tax laws of any country could have an impact on taxes. There may be changes in tax rates in some countries as a result of the Organization for Economic Co-operation and Development’s Pillar Two Blueprint of the Inclusive Framework on BEPS which has an objective of having a global minimum tax rate. There could be other changes in international tax laws and practices as a result of other pillars of BEPS (including tax on digital services) which may potentially impact our tax cost.

PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO INDIAN AND THEIR LOCAL TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

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Material United States Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences that may be relevant with respect to the ownership and disposition of equity shares or ADSs and is for general information only. This summary addresses the U.S. federal income tax considerations of U.S. holders. For purposes of this discussion, “U.S. holders” are (a) individuals who are citizens or residents of the United States, (b) corporations (or other entities treated as corporations for U,S, federal income tax purposes) created in or under the laws of the United States or any political subdivision thereof or therein, (c) estates, the income of which is includable in gross income for U.S. federal income tax purposes, regardless of its source and (d) trusts having a valid election to be treated as “United States persons” (within the meaning of Section 7701(a)(30) of U.S. Internal Revenue Code of 1986, as amended (the “Code”) in effect under U.S. Treasury Regulations or the administration of which a U.S. court exercises primary supervision and with respect to which a United States person has the authority to control all substantial decisions.

This summary is limited to U.S. holders who hold or will hold equity shares or ADSs as capital assets. In addition, this summary is limited to U.S. holders who are not residents in India for purposes of the Convention between the Government of the United States of America and the GoI for the avoidance of Double Taxation and the prevention of Fiscal Evasion (the “Convention”) with respect to taxes on income. If a partnership holds the equity shares or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner in a partnership holding equity shares or ADSs should consult its own tax advisor.

This summary does not address any tax considerations arising under the laws of any U.S. state or local or foreign jurisdiction, or tax considerations under any U.S. non-income tax laws. In addition, this summary does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks, insurance companies, regulated investment companies, real estate investment trusts, financial institutions, dealers in securities or currencies, tax-exempt entities, persons liable for alternative minimum tax, persons that will hold equity shares or ADSs as a position in a “straddle” or as part of a “hedging” or “conversion” transaction for tax purposes, persons holding ADSs or equity shares through partnerships or other pass-through entities, persons that have a “functional currency” other than the U.S. Dollar or holders of 10% or more, by voting power or value, of the shares of our company. This summary is based on the Code, U.S. Treasury Regulations in effect or, in some cases, proposed, as of the date of this document, as well as judicial and administrative interpretations thereof available on or before such date and is based in part on the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms. All of the foregoing is subject to change, which could apply retroactively and could affect the tax consequences described below.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF ACQUIRING, OWNING OR DISPOSING OF EQUITY SHARES OR ADSs.

Ownership of ADSs: For U.S. federal income tax purposes, holders of ADSs generally will be treated as the owners of equity shares represented by such ADSs. Accordingly, the conversion of ADSs into equity shares generally will not be subject to United States federal income tax.

Dividends: The gross amount of any distributions of cash or property (other than, generally, distributions of our equity shares) with respect to equity shares or ADSs will generally be included in income by a U.S. holder as foreign source dividend income at the time of receipt, which in the case of a U.S. holder of ADSs generally should be the date of receipt by the depositary, to the extent such distributions are made from the current or accumulated earnings and profits (as determined under U.S. federal income tax principles) of our company. Such dividends will not be eligible for the dividends received deduction (“DRD”) generally allowed to corporate U.S. holders, other than certain corporate U.S. holders who own 10% or more of us. 10% corporate U.S. holders should consult their tax advisors regarding any DRD to which they are entitled. To the extent, if any, that the amount of any distribution by our company exceeds our company’s current or accumulated earnings and profits as determined under U.S. federal income tax principles, such excess will be treated first as a tax-free return of capital to the extent of the U.S. holder’s tax basis in the equity shares or ADSs and thereafter as capital gain. However, because we do not intend to determine our earnings and profits under U.S. federal income tax principles, any distribution will generally be treated as a dividend for U.S. federal income tax purposes.

Subject to certain conditions and limitations, including the passive foreign investment company rules described below, dividends paid to non-corporate U.S. holders, including individuals, may be eligible for a reduced rate of taxation if we are deemed to be a “qualified foreign corporation” for U.S. federal income tax purposes.

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A qualified foreign corporation generally includes a foreign corporation (1) with respect to any dividend it pays on its shares (or ADSs in respect of such shares) that are readily tradable on an established securities market in the United States, or (2) it is eligible for the benefits under a comprehensive income tax treaty with the United States which the U.S. Treasury Secretary determines is satisfactory and which includes an exchange of information program. In addition, a corporation is not a qualified foreign corporation if it is a passive foreign investment company (as discussed below) for the taxable year in which the dividend is paid or the preceding taxable year. Our ADSs are traded on the NYSE, an established securities market in the United States as identified by Internal Revenue Service guidance. We may also be eligible for benefits under the Convention.

EACH U.S. HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TREATMENT OF DIVIDENDS AND SUCH HOLDER’S ELIGIBILITY FOR REDUCED RATE OF TAXATION UNDER THE LAW IN EFFECT FOR THE YEAR OF THE DIVIDEND.

Subject to certain conditions and limitations, Indian dividend withholding tax, if any, imposed upon distributions paid to a U.S. holder with respect to such holder’s equity shares or ADSs generally should be eligible for credit against the U.S. holder’s U.S. federal income tax liability. Alternatively, a U.S. holder may claim a deduction for such amount, but only for a year in which a U.S. holder does not claim a credit with respect to any foreign income taxes. The overall limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, distributions on equity shares or ADSs will be income from sources outside the United States and will generally be “passive category income” for purposes of computing the United States foreign tax credit allowable to a U.S. holder. No foreign tax credit or deduction is allowed for taxes paid or accrued with respect to a dividend that qualifies for the DRD. If dividends are paid in Indian Rupees, the amount of the dividend distribution included in the income of a U.S. holder will be in the U.S. Dollar value of the payments made in Indian Rupees, determined at a spot exchange rate between Indian Rupees and U.S. Dollars applicable to the date such dividend is included in the income of the U.S. holder, regardless of whether the payment is in fact converted into U.S. Dollars. Generally, gain or loss, if any, resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. Dollars will be treated as U.S. source ordinary income or loss.

Sale or Exchange of Equity Shares or ADSs: A U.S. holder generally will recognize gain or loss on the sale or exchange of equity shares or ADSs equal to the difference between the amount realized on such sale or exchange and the U.S. holder’s adjusted tax basis in the equity shares or ADSs, as the case may be. Subject to the “Passive Foreign Investment Company” discussion below, such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the equity shares or ADSs, as the case may be, were held for more than one year. Gain or loss, if any, recognized by a U.S. holder generally will be treated as U.S. source passive category income or loss for U.S. foreign tax credit purposes. Capital gains realized by a U.S. holder upon sale of equity shares (but not ADSs) may be subject to tax in India, including withholding tax. See the “Taxation of Distributions” and “Taxation of Capital Gains” discussion above. Due to limitations on foreign tax credits, however, a U.S. holder may not be able to utilize any such taxes as a credit against the U.S. holder’s federal income tax liability.

Backup Withholding Tax and Information Reporting: Any dividends paid, or proceeds on a sale of, equity shares or ADSs to or by a U.S. holder may be subject to U.S. information reporting, and backup withholding, currently at a rate of 24%, may apply unless the holder is an exempt recipient or provides such holder’s correct U.S. taxpayer identification number, certifies that such holder is not subject to backup withholding and otherwise complies with any applicable backup withholding requirements. Any amount withheld under the backup withholding rules may be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Certain U.S. holders are required to report information with respect to their investment in equity shares or ADSs not held through a custodial account with a U.S. financial institution on Internal Revenue Service Form 8938, which must be attached to the U.S. holder’s annual income tax return. Investors who fail to report the required information could become subject to substantial penalties. Each U.S. holder should consult his, her or its own tax advisor concerning its obligation to file Internal Revenue Service Form 8938.

Estate taxes: An individual U.S. holder will have the value of the equity shares or ADSs held by such holder included in his or her gross estate for U.S. federal estate tax purposes. An individual holder who actually pays Indian estate tax with respect to the equity shares may, however, be entitled to credit the amount of such tax against his or her U.S. federal estate tax liability, subject to a number of conditions and limitations.

Additional Tax on Net Investment Income: U.S. holders that are individuals, estates or trusts and whose income exceeds certain thresholds are subject to a 3.8% tax on certain net investment income, including, among other things, dividends on, and capital gains from the sale or other taxable disposition of, equity shares or ADSs, subject to certain limitations and exceptions.

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Impact of OECD Pillar 1 and Pillar 2 recommendation: Notably, in July and October 2021, the OECD/G20 Inclusive Framework set out the general rules for redefined jurisdictional taxation rights and a global minimum tax. In December 2022, the EU member states voted unanimously to adopt a directive implementing the Pillar 2 (global minimum tax) rules, giving member states until December 31, 2023 to implement the directive into national legislation. Majority of the EU states have implemented this directive. India is one of the 137 jurisdictions that has agreed, in principle, to the adoption of the global minimum tax rate. The Pillar Two legislations are neither enacted nor substantively enacted by Government of India, where the Parent company is incorporated. Pillar Two legislation has been enacted, or substantively enacted, in certain other jurisdictions where the Company operates. However, the Company does not expect any material financial impact for the year ended March 31, 2025. The Company is continuing to assess the impact, if any, of Pillar Two income taxes legislation on future financial performance.

Passive Foreign Investment Company: A non-U.S. corporation will be classified as a passive foreign investment company for any taxable year for U.S. federal income tax purposes if either:

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75% or more of its gross income for the taxable year is passive income; or

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on average for the taxable year by value, or, if it is not a publicly traded corporation and so elects or is a controlled foreign corporation, by adjusted basis, if 50% or more of its assets produce or are held for the production of passive income.

We do not believe that we satisfy either of the tests for passive foreign investment company status for the taxable year ended March 31, 2025. However, because this determination is made on an annual basis and depends on a variety of factors (including the value of our ADSs), no assurance can be given that we will not be considered a passive foreign investment company in future taxable years. If we were to be a passive foreign investment company for any taxable year, U.S. holders would be required to either:

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pay an interest charge together with tax calculated at ordinary income rates on “excess distributions,” as the term is defined in relevant provisions of U.S. tax laws, and on any gain on a sale or other disposition of ADSs or equity shares;

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if an election is made for us to be a “qualified electing fund” (as the term is defined in relevant provisions of the U.S. tax laws), include in their taxable income their pro rata share of undistributed amounts of our income; or

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if the equity shares are “marketable” and a mark-to-market election is made, mark-to-market the equity shares each taxable year and recognize ordinary gain and, to the extent of prior ordinary gain, ordinary loss for the increase or decrease in market value for such taxable year.

If we are treated as a passive foreign investment company, we do not plan to provide information necessary for the qualified electing fund election.

If we are treated as a passive foreign investment company for any taxable year during which a U.S. holder holds the ADSs or equity shares, we will continue to be treated as a passive foreign investment company with respect to such U.S. holder for all succeeding years during which the U.S. holder holds the ADSs or equity shares, unless we were to cease to be a passive foreign investment company and the U.S. holder makes a “deemed sale” election with respect to the ADSs or equity shares.

In addition, certain information reporting obligations may apply to U.S. holders if we are determined to be a passive foreign investment company.

THE ABOVE SUMMARY IS NOT INTENDED TO BE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO OWNERSHIP OF EQUITY SHARES OR ADSs. YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY ADDITIONAL TAX CONSEQUENCES RESULTING FROM AN INVESTMENT IN THE ADSs OR EQUITY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND ANY ESTATE, GIFT AND INHERITANCE LAWS.

Documents on Display

This report and other information filed or to be filed by Wipro Limited can be inspected and copied at the public reference facilities maintained by the SEC at:

100 F Street, NE

Washington, D.C. 20549

Copies of these materials can also be obtained from the Public Reference Section of the SEC, 100 F Street, NE, Washington, D.C. 20549, at prescribed rates.

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The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

Additionally, documents referred to in this Annual Report on Form 20-F may be inspected at our corporate offices which are located at Doddakannelli, Sarjapur Road, Bengaluru, Karnataka, 560035, India.

Subsidiary Information.

For details of our subsidiaries, please refer to Note 31 of the Notes to the Consolidated Financial Statements.