Wipro AR07 - 08

Ecological Sustainability
A defining force
Annual Report 2007-08

Our Ecological
Sustainability Vision
Business cannot be built at the cost of ecology.
It is not sustainable.
Ecological Sustainability will increasingly be the

defining force for society and business globally.
Wipro believes Ecological Sustainability is the

right thing to do - in fact is the only way forward.
Eco Eye is our comprehensive program that

drives increasing ecological sustainability in all
our operations, as also areas of our influence.
We work on dimensions of carbon neutrality,

water balance, waste management
and bio-diversity.
The initiative attempts to engage with increasing

levels of intensity with all stakeholders - our own
employees, partners, suppliers, customers and
immediate communities...
Eco Eye is the "eye" through which

we attempt to see everything,
and act for ecological sustainability.
Our Annual Report consists of two booklets. This booklet contains detailed Financial Statement and Corporate Governance
report. The other booklet contains business overview, summarized version of Financial Statements and Corporate Governance
Report.
Contents
Directors’ Report Page No.
Directors Report ............................................................................................................................................................................ 2-5
Disclosures
Energy Consumption .................................................................................................................................................................. 6
Stock Option Plans ................................................................................................................................................................. 7-9
Management's Discussion and Analysis

Financial Condition and Results of Operation ......................................................................................................................... 10-18
Risk Management Initiatives ..................................................................................................................................................... 19-20
Corporate Governance Report

Governance by Shareholders .................................................................................................................................................... 21-24
Distribution of Shareholding .................................................................................................................................................... 24-25
Governance by Board of Directors ............................................................................................................................................ 26-29
Governance by Sub-committee of Board .................................................................................................................................. 30-31
Governance of Management Processes ..................................................................................................................................... 32-33
Share Price during the year ....................................................................................................................................................... 34-35
Share Capital History ................................................................................................................................................................ 36-37
Plant Location ........................................................................................................................................................................... 38-39
Corporate Governance Compliance Certificate ............................................................................................................................. 39
FINANCIAL INFORMATION
Abridged Financial Statements - Wipro Limited (Parent entity)

Auditors' Report ........................................................................................................................................................................ 40-43
Financial Information ................................................................................................................................................................ 44-46
Notes to Accounts ..................................................................................................................................................................... 47-54
Additional Information ................................................................................................................................................................... 55
Consolidated Financial Statements

Auditors' Report .............................................................................................................................................................................. 56
Index of Notes to Accounts ............................................................................................................................................................ 67
Information about Subsidiaries ..................................................................................................................................................... 85-87
Consolidated Financial Statements - US GAAP

Report of Audit Committee ............................................................................................................................................................ 88
Report of Management on Internal Control over Financial Reporting ........................................................................................ 89
Auditors' Report on Internal Control over Financial Reporting .................................................................................................. 90
Report of Management on Consolidated Financial Statements .................................................................................................... 91
Auditors' Report on Consolidated Financial Statements .............................................................................................................. 92
Index of Notes to Accounts ............................................................................................................................................................ 98
Certain statements in this Annual Report are based on management's current expectation & forecasts and may be considered as
foward-looking statements. There are a number of risks, uncertainties and other factors that could cause actual results to be
materially different from management's current expectation and forecasts.
WIPRO LIMITED
DIRECTORS’ REPORT
Dear Shareholders,
I am happy to present on behalf of the Board of Directors, the Directors’ Report for the year ended March 31, 2008, along
with the Balance Sheet and Profit and Loss Account for the year.
Financial Performance
Key aspects of your Company’s consolidated financial performance for Wipro and its group companies and standalone
financial results for Wipro Limited for the year 2007-08 are tabulated below :
(Rs. in Million)
Consolidated Parent
2008 2007 2008 2007
Sales and Other Income 203,970 152,714 178,195 139,526
Profit before Tax 37,070 32,988 34,697 31,762
Provision for Tax 4,550 3,868 4,064 3,341
Minority interest and equity in earnings/(losses)
in affiliates 309 301 - -
Profit for the year 32,829 29,421 30,633 28,421
Appropriations
Interim Dividend 2,919 7,278 2,919 7,278
Proposed Dividend on equity shares 5,846 1,459 5,846 1,459
Corporate Tax on distributed dividend 1,489 1,268 1,489 1,268
Transfer to General Reserve 22,575 19,456 20,379 18,416
Amalgamation of Companies Date i.e. April 1, 2007. The Annual Report of Wipro
Limited for the year 2007-08 has been prepared after giving
The Scheme of Amalgamation for merger of Wipro
effect to these amalgamations.
Infrastructure Engineering Limited, Wipro Healthcare IT
Limited, Quantech Global Services Limited (subsidiary Subsidiary Companies
companies) with Wipro Limited was approved during the Your Company today is a global corporation having
financial year 2007-08 by the Honourable High Court of operations in more than 35 countries through more than
Karnataka and the Honourable High Court of Andhra 75 subsidiary companies, joint ventures and associate
Pradesh. companies. Section 212 of the Companies Act, 1956,
The Scheme of Amalgamation for merger of mPact requires that we attach the Directors’ Report, Balance
Technology Services Private Limited, mPower Software Sheet and Profit and Loss Account of our subsidiary
Services (India) Private Limited and cMango India Private companies. We believe that the Consolidated Financial
Limited (step subsidiary companies) with Wipro Limited Statements present a more comprehensive picture rather
was approved during the financial year 2007-08 by the than the standalone financial statements of Wipro Limited
Honourable High Court of Karnataka and the Honourable and each of its subsidiaries. We, therefore, applied to the
High Court of Bombay. Ministry of Corporate Affairs, Government of India and
sought exemption from the requirement to present detailed
Pursuant to filing of certified copies of orders of the High financial statements of each subsidiary. The Ministry of
Court of Karnataka, High Court of Bombay and High Court Corporate Affairs, Government of India has granted the
of Andhra Pradesh with the respective Offices of the exemption. In compliance with the terms of the exemption
Registrar of Companies, the above direct and step subsidiary we have presented in pages 85 through 87, summary
companies of Wipro Limited are merged with Wipro financial information for each subsidiary. Summary
Limited. The merger comes into effect from the Appointed financial information includes Share Capital, Reserves and
2
WIPRO LIMITED
Surplus, Total Assets, Total Liabilities, our holding in the Consumer Goods (FMCG) company together with its
subsidiary, Sales and other income, profit before taxation, subsidiaries for an all cash consideration of
provision for taxation, profit after taxation and proposed approximately USD 246 million. This transaction
dividend. As permitted by SEBI guidelines and Companies establishes our presence in market for personal care
Act, 1956, we have included the abridged financial products in South East Asia. We have introduced some
statements of Wipro Limited in this annual report. The of these brands in India.
detailed financial statements and audit reports of Wipro
Limited and subsidiaries are available for inspection at the 2. Acquired Infocrossing, Inc., a NASDAQ listed
registered office of the Company and upon written request US-based provider of IT infrastructure
from a shareholder, we will arrange to deliver copies of the management, enterprise application and business
detailed financial statements. process outsourcing services, for an acquisition
price of about USD 600 million in an all cash deal.
Consolidated Results This acquisition created one of the world leaders
Our Sales and other income for the current year grew by in end-to-end IT infrastructure management
34% to Rs. 203,970 million and our Profit for the year was solutions.
Rs. 32,829 million, an increase of 12% over the previous
3. We acquired OKI Techno Centre Singapore Pte.
year. Over the last 10 years, our Sales have grown at a
Ltd. (now called as Wipro Techno Centre
Compounded Annual Growth Rate (CAGR) of 31% and
Singapore Pte. Ltd.) in an all cash deal of USD 2.5
Profit after Tax at 41%.
million. This acquisition facilitated a strategic
Dividend partnership in the area of design services for the
Your Directors declared an Interim Dividend of Rs. 2 per semiconductor market.
equity share of Rs. 2 each on October 19, 2007. The record 4. Wipro partnered with DAR Al-Riyadh Holding Co.
date for the purpose of payment of Interim Dividend was Limited to form a joint venture namely Wipro
fixed as October 26, 2007 and was paid to our shareholders Arabia Limited. The purpose of this Joint Venture
who were on the Register of Members as at the closing is to provide software application development,
hours of October 26, 2007. implementation and maintenance services, systems
Your Directors have recommended a final Dividend of integration and data storage services in the Kingdom
Rs. 4 per equity share of Rs. 2 each to be appropriated of Saudi Arabia.
from the profits of the year 2007-08 subject to the approval
Wipro’s R&D Activities : 2007-08
of the shareholders at the ensuing Annual General
Meeting. The Dividend will be paid in compliance with Wipro’s R&D focus has been to strengthen the portfolio of
applicable regulations. Centers of Excellence (CoE) and Innovation projects. As
part of this focus, over 600 people have been engaged across
During the year 2007-08, unclaimed dividend of
60 CoEs and 40 Innovation projects. Our R&D efforts have
Rs. 54,725 was transferred to the Investor Eduction and
contributed revenues of USD 368 million which is
Protection Fund, as required by the Investor Education
and Protection Fund (Awareness and Protection of approximately 11% of our Global IT Services and Products
Investor) Rules, 2001. revenue for the year.
Acquisitions and Joint Ventures At Wipro, we have institutionalised the spirit of Innovation
through our corporate Innovation initiative which began
We have continued to pursue the strategy of acquiring in 2000. We are now deriving business value from these
businesses which complement our service offerings, provide investments.
access to niche skill sets and expand our presence in select
geographies. We have a dedicated team of professionals Apart from solutions that span across Process, Delivery,
who identify businesses which meet our strategic Business and Technology domains, we added portfolio of
requirements and are cultural fit to Wipro. The following quantum innovation projects in financial year
businesses have joined the Wipro family during the year : 2006-07 and in financial year 2007-08, we included talent
supply chain management into the innovation initiative.
1. Acquired 100% shareholding in Unza Holdings
Limted (“Unza”), a Singapore based Fast Moving
3
WIPRO LIMITED
Process Innovation Centers of Excellence (CoE)

We have pioneered the adoption of Lean & Six Sigma The goal of a CoE is to create competencies in emerging
principles into software development life cycle. Lean areas of technologies & industry and incubate new
techniques have been adopted in over 340 projects. This practices for business growth. We currently manage 60 CoE’s
has resulted in 20-30% of productivity improvements and across different technologies and industry verticals. Some
15% saving in efforts involved and better schedule examples of the CoE topics are SOA (Service Oriented
adherence. Architecture), Virtualisation, Unified Communication,
SaaS (Software as a Service), Data Privacy & Protection,
Delivery Innovation
IMS (IP multimedia subsystem), Remote Patient
Innovations under this category include Software Factory Monitoring, Image Processing, Supply Chain, Retail In-
model & Global Command Centre (GCC) for standardised Store, Retail Pharmacy, Automotive, Open Source and
delivery of Application Development and IT Infrastructure Gaming.
Management respectively.
Patents
Business Innovation
Wipro has been granted 40 registered patents and has 62
Innovations under this category include solution pending applications. This includes 33 registered patents
frameworks and methodologies to develop industry specific and 51 patent applications of OKI Techno Centre
solutions. Examples in this portfolio are Sub Daily Singapore Pte. Limited (now called as Wipro Techno
Production Planning & Scheduling, Mobile Workforce Centre Singapore Pte. Ltd.) acquired during the year.
Management, Warranty Management, Business Analytics and
Corporate Governance
Platform BPO.
We believe Corporate Governance is at the heart of
Technology Innovation
Stakeholder value creation. Our governance practices are
Innovations under this category include solutions with described separately in pages 21 through 39 of this annual
high Intellectual Property (IP) component, which can be report. We have obtained a certification from a Practising
delivered as a service thus giving the benefit of "time to Company Secretary on our compliance with Clause 49 of
market" for the customers. Examples include IP components the listing agreement with Indian Stock Exchanges. This
for IEEE 1394, Wireless LAN (802.11a/b/g and the upcoming certificate is given in page 39.
802.11n), Bluetooth, Ultra Wide Band (UWB), Wireless
Personnel
USB, Analog/Mixed-Signal IP cores and DTV middleware.
Our Company is presenting the abridged accounts under
Supply Chain Innovation
Section 219 of the Companies Act, 1956. Pursuant to the
These innovations are related to inputs which are brought Rules and Forms read with Section 219 of the Companies
into the organization. Within IT service context, talent is Act, 1956, the particulars of employees as required by
one of the key “inputs”. Innovation under this category Section 217(2A) of the Companies Act, 1956, read with
includes Magnum Opus and Mission 10x. Magnum Opus the Companies (Particulars of Employee) Rules, 1975)
is a distributed cost effective model to nurture young have not been provided. However, the particulars of
university talent pool across India by using open source employees as required by Section 217 (2A) of the
environment. It was launched in 2006-07. Mission 10x is Companies Act, 1956, read with the Companies (Particulars
one of the Quantum Innovation projects to increase the of Employee) Rules, 1975, are available for inspection at
employability of engineering graduates by promoting the Registered Office of the Company and upon written
systemic changes to current teaching-learning paradigm request from a shareholder, we will arrange to deliver these
in higher education system in India. It was formally details.
launched on Teachers Day – September 5, 2007.
Wipro Employee Stock Option Plans (WESOP)
Quantum Innovation
Information relating to stock options program of the
At present we have 8 Quantum Innovation projects out Company is provided in pages 7 through 9. The information
of which 4 were initiated in 2006-07. Of these 8 projects, is being provided in compliance with Clause 12 of the
6 are in different stages of prototype while for the Securities and Exchange Board of India (Employee Stock
remaining 2, breakthrough propositions are being Option Scheme) and (Employee Stock Purchase Scheme)
evolved.
4
WIPRO LIMITED
Guidelines, 1999, as amended. No employee was issued confirmed their eligibility and willingness to accept office,
Stock Option, during the year equal to or exceeding 1% of if re-appointed. The proposal for their re-appointment is
the issued capital of the Company at the time of grant. included in the notice for Annual General Meeting sent
herewith.
Foreign Exchange Earnings and Outgoings
Re-appointment of Cost Auditor
During the year our Company earned foreign exchange of
Rs. 128,852 million and used in foreign exchange of Pursuant to the direction from the Department of Corporate
Rs. 52,028 million, including expenditure on materials Affairs for appointment of Cost Auditors, your Board of
imported, dividend. Directors have re-appointed M/s. P. D. Dani & Co., as the
Cost Auditor for the financial year ending March 31, 2009.
Conservation of Energy
Fixed Deposits
The information on Conservation of Energy required under
Section 217(1)(e) of the Companies Act, 1956 read with We have not accepted any fixed deposits. Hence, there is
Rule 2 of the Companies (Disclosure of Particulars in the no outstanding amount as on the Balance Sheet date.
Report of Board of Directors) Rules, 1988 is provided in Acknowledgements and Appreciation
page 6 of this annual report.
Your Directors take this opportunity to thank the customers,
Directors’ shareholders, suppliers, bankers, financial institutions and
a) Re-appointment Central and State Governments for their consistent support
to the Company. The Directors also wish to place on record
Articles of Association of the Company provide that at their appreciation of the hard work, dedication and
least two-thirds of our Directors shall be subject to commitment of the employees. The enthusiasm and
retirement by rotation. One-third of these retiring unstinting efforts of the employees has enabled the
Directors must retire from office at each Annual General Company to continue to be a leader in all its businesses.
Meeting of the shareholders. A retiring Director is
eligible for re-election. Dr. Ashok S. Ganguly and Directors’ Responsibility Statement
Mr. P. M. Sinha, retire by rotation and being eligible On behalf of the Directors, I confirm that :
offer themselves for reappointment at this Annual
General Meeting. The Board Governance and a) In the preparation of the annual accounts, the
Compensation Committee have recommended their re- applicable accounting standards have been followed
appointment for consideration of the Shareholders. and that no material departures are made from the same;
b) Appointment b) We have selected such accounting policies and
applied them consistently and made judgements
Mr. Suresh C. Senapaty, Mr. Girish S. Paranjpe and and estimates that are reasonable and prudent so
Mr. Suresh Vaswani were appointed as Additional as to give true and fair view of the state of affairs
Directors of the Company, in accordance with Section 260 of the Company at the end of the financial year
of the Companies Act, 1956, by the Board of Directors at and of the profits of the Company for the period;
its meeting held on April 18, 2008, with effect from that
date. These Additional Directors would hold office till the c) We have taken proper and sufficient care for the
date of the Annual General Meeting of the Company maintenance of adequate accounting records in
scheduled to be held on July 17, 2008. The requisite notices accordance with the provisions of the Companies
together with necessary deposits have been received from Act, 1956 for safeguarding the assets of the
members pursuant to Section 257 of the Companies Act, Company and for preventing and detecting fraud
1956 proposing the election of Mr. Suresh C. Senapaty, Mr. and other irregularities; and
Girish S. Paranjpe and Mr. Suresh Vaswani as Directors of d) We have prepared the annual accounts on a going
the Company at the ensuing Annual General Meeting of concern basis.
the Company.
Management’s Discussion and Analysis Report
The Management’s Discussion and Analysis on Company’s
performance – industry trends and other material changes For and on behalf of the Board of Directors
with respect to the Company and its subsidiaries, wherever
applicable are presented on pages 10 through 18 of this
annual report. Azim H. Premji
Re-appointment of Statutory Auditor Chairman
The auditors, M/s. BSR & Co., Chartered Accountants,
retire at the ensuing Annual General Meeting and have Bangalore, June 19, 2008
5
WIPRO LIMITED
ANNEXURE 'A' FORMING PART OF THE DIRECTORS’ REPORT

Disclosure of Particulars under Section 217(1)(e) of the Companies Act, 1956
FORM A
A. DISCLOSURE OF PARTICULARS WITH RESPECT
TO CONSERVATION OF ENERGY
2007-2008 2006-2007
Electricity
a) Purchased
Unit KWH 13,095,941 13,682,879
Total Amount Rs. 56,338,693 42,554,346
Rate/unit Rs. 4.30 3.11
b) Own generation
Through Diesel Generator
Unit KWH 906,745 968,276
Unit/litre of diesel Units 3.02 2.84
Cost per unit Rs. 10.38 13.18
Coal (including coconut shells)
Quantity Tones 3,333 7,085
Total Cost Rs. 13,141,189 19,108,561
Av. Rate Rs. 3,943 2,697
Furnace Oil
Quantity FO Ltrs. 3,101,420 1,809,943
Total Cost Rs. 68,855,390 36,614,142
Av. Rate Rs. 22.20 20.23
LPG
Quantity Kgs. 659,601 577,609
Total Cost Rs. 23,416,392 17,851,664
Av. Rate Rs. 35.50 30.91
H2 Gas
Quantity CMT 169,622 197,330
Total Cost Rs. 5,510,025 7,313,727
Av. Rate Rs. 32.48 37.06
B. CONSUMPTION PER UNIT PRODUCTION
Vanaspati Electricity Liquid Diesel Oil

(KWH/Tonne) (Litres/Tonne)
2007/08 135.51 NA
2006/07 128.00 NA
General Lighting System Electricity Liquid Diesel Oil

(KWH/000 nos.) (Litres/000 nos.)
2007/08 19.00 0.53

2006/07 16.65 0.50
Flourescent Tube Light Electricity Liquid Diesel Oil

(KWH/000 nos.) (Litres/000 nos.)
2007/08 160.83 3.71
2006/07 149.62 2.61
6
ANNEXURE 'B' FORMING PART OF THE CORPORATE GOVERNANCE REPORT
Disclosure in compliance with Clause 12 of the SEBI (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended
Sl. Description WESOP WESOP ADS 2000 Wipro Wipro ADS Wipro
No. 1999 2000 Stock Option Restricted Restricted Restricted Restricted
WIPRO LIMITED
Plan Stock Unit Stock Unit Stock Unit Stock Unit

Plan 2004 Plan 2005 Plan 2004 Plan 2007
1. Total number of options under the Plan 30,000,000 150,000,000 9,000,000 12,000,000 12,000,000 12,000,000 10,000,000
(adjusted for (adjusted for ADS represent- (Adjusted for (Adjusted for ADS
the issue of the issue of ing 9,000,000 the issue of the issue of representing
bonus shares bonus shares underlying bonus shares bonus shares 12,000,000
in the years in the years equity shares of the years of the year underlying
2004 and 2004 and (adjusted for 2004 and 2005) equity shares
2005) 2005) the issue of 2005) (adjusted for
bonus shares of the issue of
the years 2004 bonus shares of
and 2005) the years 2004
and 2005)
2. Options/RSUs grants approved during the year - - - 79,300 - 758,887 -
3. Pricing formula Fair market Fair market Exercise price Face value Face value Face value Face value
value i.e., the value i.e., the being not less of the share of the share of the share of the share
market price market price than 90% of
as defined by as defined by the market
the Securities the Securities price on the
and Exchange and Exchange date of grant
Board of India Board of India
4. Options vested (as of March 31, 2008) - 1,219,926 8,706 1,200,507 - 129,600 -
5. Options exercised during the year - 1,211,884 500,200 574,046 - 167,540 -
6. Total number of shares arising as a result of

exercise of option (as of March 31, 2008) - 1,211,884 500,200 574,046 - 167,540 -
7. Options lapsed/forfeited during the year * - 523,514 47,185 486,740 267,210 163,940 -
8. Variation of terms of options

upto March 31, 2008@ - - - - - - -
7
8
9. Money realised by exercise of options

WIPRO LIMITED
during the year (Rs.) - 453,256,717 120,819,245 1,148,102 - 335,080 -
10. Total number of options in force

at the end of the year (granted, vested and - 1,219,926 8,706 6,518,489 3,181,674 1,885,236 -
unexercised/unvested and unexercised)
11. Employee wise details of options granted to :

i. Senior Management during the year Nil Nil Nil Nil Nil Nil Nil
ii. Employees holding 5% or more of the
total number of options granted
during the year Nil Nil Nil Nil Nil Nil Nil
iii. Identified employees who were granted
option, during any one year, equal to or
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the
time of grant Nil Nil Nil Nil Nil Nil Nil
12. Diluted Earnings per Share pursuant to

issue of shares on exercise of option
calculated in accordance with
Accounting Standard (AS) 20 21.01 21.01 21.01 21.01 21.01 21.01 21.01
13. Where the Company has calculated the Not applicable Not applicable Not applicable Since these Since these Since these Not applicable
employees compensation cost using the as these pertain as these pertain as these pertain options were options were options were as no options
instrinsic value of the stock options, the to options to options to options granted at a granted at a granted at a are granted
difference between the employee granted prior granted prior granted prior nominal nominal nominal under this
compensation cost so computed and the to June 2003 to June 2003 to June 2003 exercise price, exercise price, exercise price, Plan
employee compensation cost that shall intrinsic value intrinsic value intrinsic value
have been recognised if it had used the on the date of on the date of on the date of
fair value of the options. The impact of approximates approximates approximates
this difference on profits and on EPS the fair value the fair value the fair value
of the Company of options of options of options
14. Weighted average exercise prices and Not applicable Not applicable Not applicable Exercise price Exercise price Exercise price Not applicable
WIPRO LIMITED
weighted average fair values of options as these pertain as these pertain as these pertain Rs. 2/- per Rs. 2/- per $ equivalent as no options
separately for options whose exercise price to options to options to options option. option. of Rs. 2/- are granted
either equals or exceeds or is less than the granted before granted before granted before Fair value Fair value per option. under this
market price of the stock June 30, 2003 June 30, 2003 June 30, 2003 Rs. 432 as on Rs. 432 as on Fair value plan
March 31, 2008 March 31, 2008 $ 11.53 as on
March 31, 2008
15. A description of the method and significant Not applicable Not applicable Not applicable Since these Since these Since these Not applicable
assumptions used during the year to as these pertain as these pertain as these pertain options were options were options were as no options
estimate the fair values of options, to options to options to options granted at a granted at a granted at a are granted
including the following weighted granted before granted before granted before nominal nominal nominal under this
average information : June 30, 2003 June 30, 2003 June 30, 2003 exercise price, exercise price, exercise price, plan
(a) risk free interest rate intrinsic value intrinsic value intrinsic value
on the date of on the date of on the date of
(b) expected life
grant grant grant
(c) expected volatility approximates approximates approximates
the fair value the fair value the fair value
(d) expected dividends and
of options of options of options
(e) the price of the underlying share in
market at the time of option grant
* As per the Plan, Options/RSUs lapse only on termination of the Plan. If an Option/RSU expires or becomes unexercisable without having been exercised in full, such options
shall become available for future grant under the Plan.
@ Options and RSU Plans were modified in terms of approval of the members of the Company during the Annual General Meeting held on July 18, 2007.
9
WIPRO LIMITED - CONSOLIDATED
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management’s Discussion and Analysis of Financial Condition and Results of Operation
I. Segment-wise performance II. Industry Overview

Segment-wise contributions in 2007-08 IT Services and Products
The shift in the role of IT from merely supporting business to
Segment-wise contribution to Revenue transforming business, which is driving productivity gains and
creating new business models, has increased the importance of
India and Asia Pacific IT to the success of companies worldwide. The ability to design,
19% develop, implement, and maintain advanced technology
platforms and solutions to address business and customer needs
Consumer Care and has become a competitive advantage and a priority for
Global IT
Lighting corporations worldwide.
Services
8%
and
Others According to the Worldwide Services Spending Forecast, a
Products
5% report published by International Data Corporation, or IDC,
68%
in February 2008, total spend on IT services in 2007 was
estimated at USD 495 billion, a growth of 6% over last year.
Outsourcing was the fastest growth segment in 2007, estimated
to have grown by 7.4%. Looking ahead for 2008, Forrester
Segment-wise contribution to EBIT Global IT 2008 Market Outlook predicts that IT spends in
US, the largest market for Indian IT firms, would slowdown
from 6.2% growth in 2007 to 2.8% growth in 2008. However,
for a three year period of 2007-10, IDC in a report estimates
Global IT that worldwide IT services spends would grow to USD 588
Services India and Asia Pacific billion by 2010 reflecting a CAGR of 6%.
and 9%
Products According to NASSCOM Strategic Review Report 2008 the
Consumer Care and Lighting
84% offshore IT spending during the period 2006-11 would grow at
5%
Others a CAGR of 17%. Further, according to this report the IT and
2%
ITES exports of India in fiscal 2008 was USD 40 billion, a
growth of 29% over previous year. Key factors contributing to
the growth of India-based IT services are :
We began our operations in 1946 and were initially engaged in India-based IT companies have proven their ability to
manufacture of Hydrogenerated vegetable oil. We later deliver IT services that satisfy the requirements of
diversified into consumer care products. Today our Consumer
Care and Lighting business with a CAGR (Compounded international clients who expect the highest quality
Annual Growth Rate) of 30% (excluding acquisitions) is among standards. According to NASSCOM’s Strategic Review
the fastest growing businesses in its segment. In 1975 we Report 2007, India-based centers (both Indian firms as
diversified into Hydraulics engineering. Today we are among well as MNC owned captives) constitute the largest
the largest third party manufacturers of hydraulics cylinders number of quality certifications achieved by any single
globally. The results of this business are reported under ‘Others’ country. As of December 2007, over 480 Indian companies
Segment in the segment information. had acquired quality certifications with 86 companies
We began our IT business in 1980 and today are a leading certified at SEI CMM level 5.
global information technology services company. We provide India has a large, highly skilled English-speaking labour pool
a comprehensive range of IT services, software solutions and
that is available at a relatively low labor cost. According to
research and development services in the areas of hardware
and software design to leading companies worldwide. We use NASSCOM Strategic Review Report 2008, the Indian IT
our development centers located in India and around the world, industry employed nearly 1,996,000 software professionals
quality processes and global resource pool to provide cost as of 2007-08, making it one of the largest employers in the
effective IT solutions and deliver time-to-time and time-to- services industry. According to the same report, India has
development advantages to our clients. We also provide the largest pool of suitable off-shore talent – accounting for
business process outsourcing services. 28% of the suitable pool available across all offshore
In the subsequent sections of this report, we will report for each destinations.
of our business Segment separately, the industry structure and With the time differential between India and its largest
developments, opportunities and threats, and risks and concerns. market, the United States, Indian companies are able to
Over the last six decades, we have emerged as a multi-business provide a combination of onsite and offshore services on a
entity with leadership position in every business we are in. 24-hour basis on specific projects.
10
The Indian IT industry has been the primary beneficiary of We expect to increase our market share organically in our identified
the rapid transformation of the telecom sector since it was geographies. In addition we continue to look at acquiring
deregulated to allow private participation, with the cost of established brands which complement our brand presence and
international connectivity declining rapidly and service level distribution strengths.
quality improving significantly.
Others
India based sourcing offers significant cost advantages in terms
of accessing highly skilled talent at lower wage costs and In the ‘Others’ segment, Wipro Infrastructure Engineering (WIN)
productivity gains that can be derived from having a very is the key business. We sell hydraulic cylinders and truck tipping
competent employee base. According to NASSCOM’s systems that are used in variety of earth moving, material handling,
Strategic Review 2007, the cost advantage achievable from mining and construction equipments.
outsourcing to India is unlikely to go away due to an absolute India, in the recent years, is witnessing significantly higher
cost advantage vis-à-vis other key markets and the prospect investments in infrastructure activities. This has contributed to
of further reductions in infrastructure and overhead costs. WIN growing revenue organically at CAGR of 39% over the last
BPO Services 3 years.
India is a leading destination for BPO services. The proven track III. Opportunities and threats
record and client relationships of established Indian IT services Global IT services and products
companies, favourable wage differentials, availability of a large,
high quality, English speaking talent pool and a regulatory The nature of IT outsourcing has evolved over the years. Global
environment more friendly to investment are facilitating India’s Companies are looking at outsourcing their entire IT backend
emergence as a global outsourcing hub. According to IDC, to free up time and resource to focus on their core operations.
worldwide BPO spend is estimated to increase from $ 421 billion Indian IT Companies are now an integral part of this IT strategy.
in 2006 to $ 677 billion in 2011, representing a CAGR of 10%. As a de-risking strategy companies have moved over to
multi-vendor IT outsourcing from sole sourcing, this has opened
India and AsiaPac IT Services and Products up opportunities for Indian IT Companies to participate in large
According to NASSCOM strategic review 2008, the market for multi-million dollar deals. Global Companies are expanding their
IT services and products in India is estimated to grow by 43% in outsourcing activities to leverage the high quality, cost
USD terms in 2008. competitive IT services from India.
The hardware market is estimated to account for 53% of the Technology companies are increasingly outsourcing their software
domestic IT industry, growing at about 44% in 2008. development and research activities to reduce the cycle time for
introducing new products and services. These companies are now
The IT services market is estimated to account for 37% of the outsourcing a larger portion of their IT activities, including core
domestic IT industry. The growth in IT services market is software research and development activities, to offshore
estimated to be around 44% in USD terms. The key verticals locations to access skilled resources at lower costs.
driving the growth of IT services market are retail, BFSI, telecom
and manufacturing. The domestic IT packaged software market We believe that India is a premier destination for outsourcing
is expected to account for 10% of the domestic IT market. IT services. According to NASSCOM's strategic review 2007,
the Indian IT-BPO sector would achieve USD 60 billion in export
Consumer Care and Lighting revenues by FY 2010. Key factors supporting this projection are
The consumer care market that we address includes personal the growing impact of technology led innovation, the increasing
care products, soaps, toiletries, infant care products, modular demand for global sourcing and gradually evolving socio-political
switch lights and modular office furniture. Our Santoor brand attitudes.
is the third biggest soap brand in India. The market for soaps in We believe our strong brand, our robust quality process and our
India is dominated by established players like Hindustan access to skilled talent base at lower costs of providing services
Unilever (a subsidiary of Unilever). We have a strong brand places us in a unique position to take advantage of the trend
presence in a niche segment and have significant market share towards outsourcing IT services.
in select regions in India. We have strong presence in the
markets for personal care products in south east Asia. We believe that our global delivery model allows us to provide
services on a best shore basis. Customers benefit from round
AC Nielsen estimates suggest that India is amongst the fastest the clock execution schedules, quality control measures and
growing geographies for FMCG, with a 2007 growth rate of best in class resources pooled in across geographies for high
14% for the non-food segment, largely led by price increases. quality delivery and risk management practices to ensure
This market is estimated to grow at a CAGR of 10.0% for the uninterrupted services.
period 2007-2011. The household and personal care FMCG
market in other Asian countries we operate in including Risk factor
Malaysia, Vietnam, Indonesia are expected to grow at a CAGR We have included a separate section on our Enterprise risk
of 7.0% for the period 2007-2011. management practices on pages 19 and 20. Some of the key risks
impacting our IT Services business are discussed in the following
paragraphs.
11
Continued appreciation of Indian rupee would adversely impact India is being viewed as a key market among the emerging
our profitability since our revenues are derived in various currencies economies. Several multinational IT Companies and Indian IT
while our costs are primarily in Indian rupees. Further the Services companies are focusing on the Indian markets. This could
continued wage increase in India would affect our cost structure affect our growth and profitability.
and impact our profitability.
Consumer care and lighting
Intense competition for the limited ‘quality’ talent and skilled
professionals required to perform the services we offer is a We are among the top 5 companies with a Pan-India Sales and
significant threat, looking ahead. Distribution Infrastructure, which enables us to effectively
penetrate fast growing Indian market.
Ability to attract and retain skilled professionals in the face of
increasing demand for these resources, coupled with wage increases We have constantly expanded our brand portfolio by entering
locally may affect our cost structure and impact our growth newer categories. We have successfully built brands both
prospects. Large multinational IT services companies have organically and through acquisition. Each brand in our Brand
expanded their operations in India affecting our ability to attract basket has a distinctive positioning, catered to and addressing a
and retain talent. specific consumer need.
We manage mission critical IT infrastructure/applications and Through Unza acquisition we have established presence in the
therefore maintaining stable communication links with our clients markets for personal care products in South East Asia. We have
is imperative. Breakdown in telecommunication links, introduced select brands of Unza in India to establish presence
geopolitical disturbances or natural disaster could temporarily in the fast growing market for personal care products.
impact our ability to service customers. This could adversely affect India has been going through a virtuous cycle over the past
the customer decision to procure IT services from India or several years in which increased consumer urban per-capita
increase the nature and scope of services sourced from India. income and aspiration levels/standard of living have among
other things, led to increased propensity to consumer spends.
These risks are broadly country risks. At an organisational level,
Any slowdown in economic growth rates or saturation of urban
we have a well-defined business contingency plan and disaster
demand coupled with a volatile monsoon could hamper our
recovery plan to address these unforeseen events and minimise
ability to grow and maintain profitability.
the impact on services delivered from our development centers
based in India or abroad. Others
Indian IT Services One of the biggest beneficiaries of the current uptrend in the
Indian economy has been the physical infrastructure sector.
For the last several years, India has achieved healthy economic
Increased focus by the Government to invest and rectify
growth rates in the range 7.5-8%. The growth has been
inadequate roads, railways and other physical infrastructure has
contributed by robust services sector performance as well as cyclically
led to higher planned spends on these fronts. We, as one of the
strong manufacturing output. Increased revenue and profitability largest player in this segment are well positioned to take
growth has created opportunities for companies to invest in IT advantage of the growth driven by infrastructure spends.
infrastructure and related services. Some sectors such as Telecom
service providers, Banking, Retail and IT/ITES require significantly Through our acquisition of Hydrauto in Sweden, we are also
higher per capita IT investment, which has further enhanced the well placed to participate in the increase spending on
acceleration in the market for these services and products. infrastructure in Europe and adjoining regions.
Similarly, the customers in Middle East, where IT investments While we believe the secular trend of increased spending on
hitherto were in the nascent stage, have increasingly stepped up infrastructure in India is well in place, any slowdown in Indian
their spend on harnessing higher automation and digitisation. economic growth rates or slowdown due to excess supply of
commercial or residential real estate could indirectly translate
As the leading system integration company we are uniquely in to lower growth for our customers and in turn reduce our
positioned to benefit from the enhanced traction in the market growth prospects.
place. More than 25 years of experience in the domestic IT
market, quality processes, scalable resourcing engine and best- IV. Outlook
in-class technical knowledge create for us a unique During the financial year ending March 2008, we grew our
differentiation in the industry. Revenues by 34% to Rs. 203,970 million and Profit After Tax
(PAT) by 12% to Rs. 32,829 million. Over the last decade, we
Our track record of selling and servicing high-end IT products
have grown our Revenues at the CAGR of 31% and PAT at
give us an additional edge in undertaking setting up of
the CAGR of 41%.
Greenfield IT infrastructure and then maintaining it over its
life cycle. We have followed a practice of providing only revenue guidance
for our largest business segment, namely, Global IT Services
Going forward, the key risk in our products business is in our and Products. The guidance is provided at the release of every
partners directly accessing the customers. quarterly earnings when detailed Revenue outlook for the
In the services segment, the key risk is the inability to source succeeding quarter is shared. Over the years, the Company has
right-skilled employees and retaining them. consistently exceeded its quarterly Revenue guidance.
12
Along with our Annual result announcement, on April 18, 2008, 2. Paid up share capital
we provided our most recent quarterly guidance. Revenue from
The Company has a paid-up capital of Rs. 2,923 million, an
our combined IT Services business segment for the quarter ending
June 30, 2008 is likely to be around $1,060 million. increase of Rs. 5 million during this year.
On a more generic note, given the current economic and industry 3. Equity Shares
environment, prospects in all our business segments look attractive The Company has instituted various Employee Stock Option
and we look forward to 2008-09 and beyond with sustained Plans (ESOP). These options vest with the employees over
excitement. a specified period subject to employee fulfilling certain
V. Risks and Concerns conditions. Upon vesting, the employees are eligible to apply
and secure allotment of the Company’s equity shares at a
In the previous sections, we have discussed some of the key risks price determined on the date of grant of options. During the
impacting our business. The risks relating to our company, the year, 2.5 million shares were allotted on exercise of the options
industry we operate in and country specific risks are dealt with in under various Employee Stock Option Plans instituted by
greater detail in the annual report on Form 20-F filed with Securities the Company.
and Exchange Commission, USA. The report is also available on
our website : www.wipro.com. 4. Reserves and Surplus
VI. Internal Control systems and their adequacy A . Securities premium account
We have presence across multiple countries, and a large number of Addition to securities premium account comprises of premium
employees, suppliers and other partners collaborate to provide received on exercise of stock options, amounting to Rs. 843
solutions to our customer needs. Robust internal controls and million.
scalable processes are imperative to manage this global scale of
operations. B. Restricted Stock Units
Our listing on the New York Stock Exchange (NYSE) provided The Company has granted total 13 million restricted stock
us an opportunity to get our independent auditors assess and units under the Wipro Restricted Stock Unit Plan, 2004,
certify our internal controls primarily in the areas impacting 4 million restricted stock units under the Wipro Restricted
financial reporting. For the companies listed in the United States Stock Unit Plan, 2005 and 3 million restricted stock units
of America, the Public Company Accounting Reform and under the Wipro ADS Restricted Stock Unit Plan, 2004.
Investor Protection Act of 2002, more popularly known as the
During the year ended March 31, 2008 the Company has
Sarbanes–Oxley Act requires :
charged to profit and loss account Rs. 1,166 million of
1. Management to establish, maintain, assess and report on deferred compensation cost as employee compensation. The
effectiveness of internal controls over financial reporting and; cumulative charge to profit and loss account would be treated
2. Independent auditors to opine on effectiveness of internal as share premium on allotment of shares.
controls over financial reporting. 5. Secured Loans
We adopted the COSO framework (Framework suggested by Secured loans have increased by Rs. 583 million, primarily
Company of Sponsoring Trade way Organisation) for evaluating due to loans in the acquired entities.
internal controls. COSO identifies five layers of internal controls,
namely, Control Environment, Risk Assessment, Control 6. Unsecured Loans
Activity, Information and Communication and Monitoring. Unsecured loans have increased by Rs. 40,440 million. The
Information Technology controls were documented, assessed
increase is mainly due to Packing Credit loan of USD 320
and tested under the COBIT framework.
million and External commercial borrowing of
The entire evaluation of internal controls was carried out by a USD 350 million availed during the current year. These
central team reporting into the Chief Financial Officer. loans were availed partly to finance acquisitions during the
We have obtained a clean and unqualified report from our current year and to ensure specified level of cash balance to
independent auditors on the effectiveness of our internal manage operations and pursue strategic acquisition
controls. opportunities. Unsecured loans added on acquisition during
the current year is Rs. 4,053 million.
VII.Discussion on financial performance with respect to
operational performance 7. Fixed Assets
1. Authorised share capital A. Goodwill on consolidation
The Company has an authorised share capital of Rs. 3,550 The excess of consideration paid over the book value of
million comprising 1,650 million equity shares of Rs. 2/- assets acquired has been recognised as goodwill in accordance
each and 25 million 10.25% redeemable cumulative
preference shares of Rs. 10/- each as of March 31, 2008.
13
with Accounting Standard (AS) 21 on ‘Consolidated 9. Inventories

Financial Statements’. Goodwill arising on account of
Inventories mainly comprise computers and spares of India
acquisition of subsidiaries and affiliates is not being amortised and AsiaPac IT Services and Products and raw material and
but is reviewed periodically for impairment. If the carrying finished stocks of Wipro Consumer Care and Lighting and
value of the goodwill exceeds its fair value, goodwill is Wipro Infrastructure Engineering (WIN). Inventories have
considered to be impaired and the impairment is charged to increased from Rs. 4,150 million as on March 31, 2007 to
the income statement for the year. Rs. 6,664 million as on March 31, 2008.
Goodwill has increased by Rs. 32,732 million during the year Inventory in Consumer Care and Lighting segment has
mainly arising from acquisitions in Global IT Services and gone up by Rs. 1,312 million mainly due to Rs. 921 million
Products and Consumer Care and Lighting segment. This is of inventories of Unza, the entity acquired in August,
after adjustment of foreign exchange movement during the 2007. Inventory of Wipro Infrastructure Engineering
current year. Limited has gone up by Rs. 529 million primarily due to
higher procurement lead time of critical raw materials like
B. Additions to Fixed Assets tubes. Inventory of India and AsiaPac IT services increased
During the year, the Company invested Rs. 22,172 million by Rs. 468 million primarily due to inventory maintained
on Fixed Assets. The unit-wise spends are outlined below : towards the end of the year against pending orders. During
the current year, we have introduced predictable Execution
(Rs. in Million) Model (Predix) to avoid stock outs and ensure timely
Business Unit 2008 delivery.
10. Sundry Debtors
IT Services 17,506
Sundry Debtors (net of provision) for the current year is
BPO Services 712
at Rs. 40,453 million against Rs. 29,007 million in the
Global IT Services and Products 18,218 previous year. Segment-wise break-up of sundry debtors is
outlined below :
India and AsiaPac IT Services and Products 358
(Rs. in Million)
Consumer Care and Lighting 3,098
Business Unit 2008 2007 Increase
Others 498 (%)
22,172 Global IT Services and Products 26,688 21,488 24
We have added 24,877 seats during the current financial India and AsiaPac IT Services
year and 35,836 seats are under construction as on and Products 10,097 5,573 81
March, 2008.
Consumer Care and Lighting 2,246 723 211
C. Depreciation
Others 1,422 1,223 16
The Company has provided depreciation either at the rates
specified in Schedule XIV of the Companies Act, 1956, or Total 40,453 29,007 39
at commercial rates which are higher than the rates specified
in Schedule XIV. Depreciation as a percentage of sales In Global IT Services and Products, revenues for the quarter
remained at 3% in fiscal year 2008. ended March, 31, 2008 have increased by 26% over the
revenues for the corresponding quarter in the previous year.
8. Investments Sundry debtors represent 67 days of sales against 69 days in
previous year.
Purchase of Investments during the year
In India and AsiaPac IT Services and Products, sundry
Surplus cash generated by operations are invested in debtors have increased primarily due to 41% increase in
short-term mutual funds and term deposits with financial revenues for the quarter ended March 31, 2008 over
institutions. The internal investment norms restrict corresponding quarter in the previous year and increase in
investments to only those mutual funds which have corpus days of sales outstanding from 71 days in fiscal 2007 to 95
in excess of a specific threshold and the investment is limited days in fiscal 2008.
to 20% of the corpus of the fund. Further, we place deposits
In Consumer Care and Lighting, sundry debtors have
only with those institutions having a specified credit rating increased primarily due to 111% increase in revenues
and we have internal limits of maximum deposit that can be (including acquisition) during the quarter ended March 31,
placed with financial institutions. Investments in units of 2008 over corresponding quarter in previous year. Debtors
liquid mutual funds have decreased from Rs. 31,839 million increased by Rs. 1,457 million due to acquisition of Unza
in fiscal 2007 to Rs. 14,305 million in fiscal 2008, mainly due during the current year.
to utilisation of fund to finance acquisitions made during
the year. Provision for doubtful debts has decreased from Rs 1,388
million to Rs. 1,096 million in fiscal 2008.
14
11. Cash and Bank Balances Sundry creditors of India and AsiaPac IT Services and Products,
Cash and bank balances have increased from Rs. 19,822 Consumer Care and Lighting have increased by Rs. 1,192 million,
million to Rs. 39,270 million, an increase by Rs. 19,448 Rs. 975 million respectively.
million. Cash and bank balances includes proceeds of USD
350 million from ECB received on March 31, 2008. Other liabilities comprise amounts due for operational expenses.
Other liabilities have increased by Rs. 7,117 million from
12. Loans and advances
Rs. 13,776 million to Rs. 20,893 million. Other liabilities of Global
(Rs. in Million) IT Services and Products have increased by Rs. 5,159 million in
Particulars 2008 2007 Increase fiscal 2008. The increase in other liabilities is mainly towards
(%)
subcontracting expenses, pass through costs, administrative
Advances recoverable 11,021 5,158 113 expenses, withholding taxes, incentives, quarterly linked
Unbilled revenue 8,514 5,096 67 performance bonus, onsite reimbursements etc. This increase is in
Others 10,075 7,200 40 line with increase in employee base, infrastructure and business.
Total 29,610 17,454 70
Unpaid dividend of Rs. 7,238 million is reported under current
Increase in ‘advances recoverable in cash or in kind’ is liabilities in the previous year.
primarily due to increase in cost deferrals of Rs. 1,192 B. Provisions
million which is partially offset by advances from customer
(Rs. in Million)
included in unearned revenues, increase in advance to
suppliers by Rs. 649 million, increase in employee advances Particulars 2008 2007 Increase
by Rs. 618 million and Rs. 846 million of advances in the
%
entities acquired during the year.
Unbilled revenue has increased on account of increase Employee retirement benefits 2,737 2,118 29
in revenues from Fixed Price Projects from 22% in the Warranty provision 941 831 13
previous year to 28% in the current year in IT Services
and 23% increase in revenues from BPO services where Provision for tax 4,013 3,106 29
certain customers are billed after the end of the month. Proposed Dividend 5,846 1,459 -
This is offset by advances received from customers which
Tax on proposed dividend 993 519 -
is included in unearned revenues.
Increase of Rs. 2,875 million in ‘Others’ is mainly due to Total 14,530 8,033 81
Rs. 2,386 million of payment of advance tax and
Rs. 42 million of advances recorded in acquisitions. Provisions of Rs. 2,737 million for employee retirement
benefit represent Company’s liability towards employee leave
13. Current Liabilities and Provisions encashment and gratuity.
A. Current Liabilities Warranty provision increased by Rs. 110 million primarily
(Rs. in Million) in India and AsiaPac Services and Products, in line with
the growth in revenues.
Particulars 2008 2007 Increase
For fiscal 2008, the Directors of the Company have proposed a
(%)
cash dividend of Rs. 4/- per share on equity shares in addition
Sundry Creditors 13,082 10,202 28 to interim dividend of Rs. 2/- per share paid during the year.
Advances from customers 1,642 1,369 20
Revenue
Unearned revenues 4,269 1,761 -
Other Liabilities 20,893 13,776 52 Global IT Services and Products segment
Unpaid interim dividends 4 7,242 -
Our Global IT Services and Products segment Revenue was
Total 39,890 34,350 16 Rs. 136,417 million. Rs. 119,556 million was from IT Services,
Rs. 11,570 million from BPO Services and the balance Rs. 5,291
Sundry Creditors represent the amount payable to vendors
million from acquisitions made during the current year.
for supply of goods and services. Increase in Global IT
Services and Products by Rs. 858 million was primarily on During the current year, we realised 54.4% of revenue from work
account of acquisitions – Rs. 140 million and purchase of done in locations outside India (“Onsite”) and remaining 45.6%
capital items for new facilities and deferred payment for of revenue was realised from the work performed from our
certain products purchased during the current year. development centers in India (“Offshore”).
15
Onsite-Offshore mix provides IT services to customers in Financial Services industry -

namely, Banking, Securities and Insurance.
Onsite-Offshore Mix IT Services
54.7% 54.4% Revenue Mix Service Line wise Distribution
45.3% 45.6%
Revenue Mix
Service Line wise Distribution
Consulting
1% Technology Infrastructure Services
12%
Testing
Application 12%
Mar-07 Mar-08
development
Offshore Onsite & maintenance Package
55% Implementation
Approximately 27.5% of our IT Services Revenues were from 11%
Fixed Priced Projects (“FPP”). In FPP, we undertake to complete BPO

9%
project within agreed timeline for a given scope of work. The
economic gains or losses realised from completing the project We continued to expand and grow our Services portfolio. For the
current financial year, we derived 12% of Revenues from
earlier or later than initially projected timelines accrues to us.
Technology Infrastructure Services an increase of 1% from
Percentage of FPP in the previous year was lower at 22.3%.
previous year, 12% from Testing Services an increase of 1%
Revenue Mix Vertical Distribution from previous year, 11% from Package Implementation Services
at the same level as previous year, 9% from BPO an increase of
Revenue Mix Vertical Distribution 1% from the previous year, 55% from Application
Technology, Media, Development & Maintenance (ADM) a reduction of 3% over
Transportation & Services the previous year and 1% Consulting Services, which was at
11% Product Engineering Services the same level in the previous year.
25%
Manufacturing Based on geographical destination, 63% of our revenue came
9% from the Americas a decrease of 1% over the previous year,
Energy & Telecom Services Providers 32% from Europe an increase of 1% over the previous year.
Utilities 8%
Others
Revenue from Japan at 3% was at the same level as in the
10% previous year. Rest of the World contributed 2% of revenue,
2%
Retail
same as of last year.
10% Financial Services
25% Our investment in Europe have yielded a good result with
superior growth rates.
In the current year, 43% of our Global IT Services and Products
The contribution of our top customer and top 5 customers was
Revenues is derived from our Enterprise Solutions Business a
at the same level as in the previous year. Our top customer
small increase over the previous year, 33% from Technology
contributed 3% of revenue, top 5 customers 13% of revenue and
Business a reduction of 2% over the previous year and 25% of
the top 10 customers accounted for 24% of the revenue, an
Revenues from Financial Solutions Business an increase of 2%
decline of 1% over previous year.
over the previous year.
Revenue contributed by the customers added during the year
In the current year, energy and utilities, financial services, retail, was at 2%. This compares with 3% during the previous year.
grew ahead of Company average.
Indian IT Services and Products segment
Our Enterprise Solutions Business serves customers in all the
other industry segments, principal being Retail, Manufacturing, During the current year we grew our Indian IT Services and
Products segment Revenues by 51%.
Energy & Utilities, Technology, Media, Transportation (TMTS)
and Healthcare Services. Our Technology Business provides We grew across the board. Revenue from Personal Computers was
product engineering services to product companies across the 54% higher than in the previous year, Enterprise Products grew
globe. It also provides enterprise IT services offering to Telecom 42% and our Services grew 48%. We created strong foundation in
Service Providers industry. Our Financial Solutions Business key accounts with 50% growth.
16
Consumer Care and Lighting segment Consumer Care and Lighting segment
Revenues of our Consumer Care and Lighting segment grew by In our Consumer Care and Lighting segment, the largest cost is
86% in the current year over the previous year, mainly due to material and manufacturing cost, accounting for 52% of the
acquisition of Unza during the current year. Excluding this Revenues. Other key costs include advertising and sales
acquisition we grew by 27% during the year. promotion at 11% of Revenues and manpower cost at 9% of
the Revenues.
Our revenue CAGR during last 3 years in this business has
been 30% excluding acquisition during the year. Our flagship Others segment
brand ‘Santoor’ is now India’s 3rd largest soap brand by value. In this segment WIN is the largest component. For WIN the
Others segment largest cost component is raw materials, accounting for
approximately 54% of the Revenues, Material and
In this segment, Wipro Infrastructure Engineering (WIN) is the
manufacturing cost taken together accounts for 59% of the
largest contributor. Revenues from WIN grew 35% during the
Revenues. Other key costs include manpower cost at 5% of
current year over the previous year.
Revenues and cost of sub-contracted processes at 28% of the
Acquisitions Revenues.
Details of the key acquisitions made by your Company during Margins

the year ended March 31, 2008 are as follows : Global IT Services and Products segment
Sl. Acquired entity Acquired Nature of business
The gross margin was 32% for the current year, a drop of 3%
No. during
from the previous year. The gross margins declined primarily
Global IT Services and Products
due to impact of rupee appreciation, compensation increase
1. Infocrossing Inc. Sep 07 Engaged in IT infrastructure
management, enterprise to offshore and onsite resources and acquisitions which had
solution & business process lower gross margins.
outsourcing
Consumer Care and Lighting At the Operating Margin (Profit before interest and tax) level
2. Unza Holdings Aug 07 Personal care products the margins declined by 2% in the current year to 22%.
In this segment our gross margins for the current year was 23%
Costs
an increase of 1% compared to the earlier year. This increase
Global IT Services and Products segment was primarily due to increase in gross margins from services
In our Global IT Services and Products Business segment, partially offset by decline in gross margins from products.
manpower cost accounts for approximately 54% of the Revenues. Operating Margins during the year were at 8%, a decrease of
Other major costs included Sub-contracted manpower cost, 0.3% compared to previous year.
depreciation and employee-travel cost. Consumer Care and Lighting segment
The operational drivers for these costs are Utilisation of Our gross margin for this year was at 41% for this segment
employees, Onsite: Offshore composition and the composition compared to 35% in the previous year. The increase is primarily
of experience profile of employees called ‘Bulge-mix’. due to acquisitions of Unza which has higher gross margin.
During the current year gross Utilisation was 67% compared to Operating Margins for the current year was at 12% at the same
64% an year ago. Our Offshore mix is 45%, same as of previous level compared to the previous year.
year. As of March 31, 2008 approximately 47% of our employees Others segment
had less than 3 years of work-experience, as compared to 45% as
of March 31, 2007. Operating Margins of our Wipro Infrastructure Engineering
business for the current year was 9%, same as of the previous
year.
In our India and AsiaPac Services and Products segment, material
VIII. Liquidity and interest rate risk
cost as a percentage of revenue was at approximately 63%,
employee cost constituted approximately 17% and As of March 31, 2008, we had cash and bank balances of
Sub-contracted manpower cost constitutes approximately 4%. Rs. 39,270 million, investments in liquid and short-term mutual
17
funds of Rs.14,317 million and unused lines of credit in various year, while involuntary attrition was 2.2% compared with 1.6%
currencies of approximately Rs. 22,450 million from our last year. The increase in attrition was in-line with the
bankers for working capital requirements. industry-wide trends, primarily due to increased demand for
skilled resources.
This cash is retained in the business to ensure specified level of
cash balance to manage operations and pursue strategic Compensation/People practices
acquisition opportunities. Our investment policy is to protect
We have continued to develop innovative methods for
capital and focus on liquidity while determining the class of
accessing and attracting skilled professionals. We recently
instruments to invest in. We primarily invest in debt mutual
launched an initiative - Mission 10x targeting improvement in
funds and deposits with financial institutions.
employability of engineering graduates by promoting systemic
IX. Material developments in Human resources/Industrial changes to the current curriculum and teaching methods. In
Relations front, including number of people employed February, 2007 we were awarded Dale Carnegie Global
Leadership Award in recognition of our emphasis on developing
We had over one lakh employees as of March 31, 2008.
human resources, innovation and organisational creativity.
In our Global IT Services and Products Business segment, we had
We have designed our compensation to attract and retain top
82,122 employees, comprising 61,844 employees in IT Services
quality talent and motivate higher levels of performance. We
and 20,278 employees in BPO. We added 14,304 employees,
have pioneered the concept of employee stock purchase program,
comprising of 11,490 additions in IT services and 2,814 additions
we also have portion of compenstion linked to performance of
in BPO.
the business unit to which the employee belongs. We periodically
Attrition for the year in our Global IT Services and Products reward high performers with long-term incentives in the form of
Business Segment was 18.5% compared with 17.4% last year. restircted stock units (RSU). RSU is a powerful retention tool
Voluntary attrition stood at 16.3% compared with 15.8% last and aligns employees with the long-term goals of the Company.
18
WIPRO LIMITED
RISK MANAGEMENT INITIATIVES
Risk Management Initiatives Strategic Business units have embedded risk management
system with dedicated risk officers for localised sensing and
“Often the difference between a successful man and a failure is
response to the business flows.
not one’s better abilities or ideas but the courage that one has to
bet on his ideas, to take a calculated risk — and act.” - Maxwell Business Heads are responsible for the identification of risk and
Maltz selecting the risk-reward option in their businesses which are
subjected to a robust and effective review.
In Wipro, Risk Management is the pursuit of “Finding the risk,
before the risk finds us”. The formal system of risk management, Risk Management Process Overview
initiated in 2005, has now, reached a ‘defined’ level of maturity.
Risk is inherent in any business activity and cannot be completely
The global economic outlook has changed significantly since eliminated without eliminating the rewards too. Our approach
the calendar year beginning. Sub-prime crisis in the financial to risk management is to optimise the risk reward balance by
services sector, galloping oil prices and globally escalating food building competence and leverage the opportunity.
prices are triggering a chain reaction. This poses challenges while
Risk management incorporates an integrated group-wide
at the same time, opening up newer opportunities.
approach to identify, assess, measure, manage, and monitor the
Gartner’s prediction for 2008 identifies the top issues facing the risks to which our businesses are exposed.
IT industry. “Green” IT, consumerisation of IT, and the
We believe there are three basic questions every organisation
emergence of new acquisition and delivery models for IT systems
must continuously pose to itself :
and services top the list. Our Risk Management team is aligned
to supporting the business initiatives for changing times. 1. What are the worst things that can happen to us?
Risk Management Team 2. How likely are they to happen?
In Wipro, responsibility for risk management resides at all levels, 3. Are we taking the right and adequate steps to prevent
starting from the Leadership and extending across the them?
organisation - with each business, functional and operational
We answer these questions though the process of “Enterprise
manager.
Risk Management (ERM)” to identify the Wipro Top 10 Risk
Our Risk management initiative is coordinated by an Enterprise that we face.
Risk Management team, led by the Chief Risk Officer.
Wipro Top 10 Risk

At the core of Wipro Enterprise Risk Management is the ‘Wipro Top 10 Risks Approach’. The Risk management team facilitates the
business leaders in capturing the Top 10 Risks for the company following the six step process.
Risk Risk Risk Corporate Management

Inventory Scoring Plan BU Top 10 Top 10 Focus
Discussions with Identifying Brainstorming for BU leaders debate Roll up of BU level Driving
process owners Probability & mitigation plan each risk to arrive at risks management
External Sources & Impact for risk Identifying risk BU Top 10 Understanding attention for
Competitors analysis inventory owner dependencies and mitigation plan and
gross effects to arrive residual risk
at Top 10 Risks treatment
Exposure to a risk may have multiple impact points. We Compliance risks : exposures that initially attract
categorise the Risks into five types : penalties and subsequently restrict flexibility of
operations.
Strategic risks : exposures that fundamentally impact Reporting risks : exposures that affect the credibility of
the competitive position of the industry in general or a the organization with stakeholders.
company in particular At a Strategic Level risk management focuses its attention to:
Financial risks : exposures that primarily and directly 1. Providing re-assurance to our customer.
impact the profitability. 2. Partnering Business in Growth by optimising risks,
literacy & Engagement of employees.
Operational risks : exposures that primarily impact 3. Enabling Board of Directors/Audit Committee to achieve
customer satisfaction and operational efficiency. superior governance practices.
19
WIPRO LIMITED
In pursuit of these objectives, we engage through a three legged 1. Customer eye
framework that covers the Board and Audit committee, Business Today, the IT industry is in the throes of momentous change
and Leadership team and Customers. Wipro Risk Management and the landscape is getting revolutionised through globalisation,
Framework is aligned to and is based on COSO model. expanding market coupled with increasingly stringent regulatory
and statutory controls.
Risk Management Framework
1. Early Warning Triggers When outsourcing, Customers are no longer looking only at
on Compliance & cost competitiveness, technical expertise, productivity of talent
Business Risks pool and quality of service delivery. They are increasingly
2. Statutory Compliance concerned about Outsourced Vendor’s compliance capability in
1 3. Top 5 Risk Reporting the business-critical areas of data protection (data privacy),
Board & Audit
protection of Intellectual Property Rights (IPR protection), and
Committee
Business Continuity Planning (BCP).
2
2. Business eye
3 Business Our projects use a risk and quality system that is seamlessly
Customer Leadership & integrated into Wipro project management methods and
Team
safeguards successful implementation.
1. Single point 1. Support mitigation of Optimisation and generating early warning triggers are the crucial
contact for Top Risks business objectives of risk team.
Customer Assurance 2. Large Engagements –
2. Thought Leadership Risk Dashboard/
During the year we have taken steps toward instituting a
& Benchmarking Contract Compliance structured risk assessment procedure. Frameworks were successfully
3. People Risk used for unearthing risks in engagements by review of Master
Management Service Agreements and Request for Proposal’s (RFP).
4. Enhance Risk Literacy
Wipro Top 10 Risks Efforts were directed towards Service Level Agreements (SLA)
in Technology & Infrastructure Services (TIS) business.
For focused mitigation, we have divided our Top 10 risks into Monitoring and standardisation of SLA’s brought in substantial
business and corporate level risks. cost saving and process improvements.
IT industry has been facing the risk of fake CV candidates for
Sl. Risks
No. Top 5 BU Level Risks
quite some time now. Risk management initiative to develop a
1. People supply chain risk – including Loss of Talent or entry of
stringent and effective framework has helped to bring the systemic
non-competent/non-ethical workforce changes in the recruitment process raising the quality of hire and
2. Large Project Delivery Risk – non-adherence to contract commitments, avoiding futile spend on re-hiring.
SLA Penalties, Liquidated Damages Wipro is in the forefront of leading the industry wide movement
3. Business Continuity Management Risks – Disruption in business due against the evil of bad hire.
to unexpected disasters/Lack of preparedness
4. Security Risks – including Physical Security threats, information 3. Employee Eye
security threats, Data Privacy (DP) violations and intellectual Property We continue to have our thrust on risk literacy. We believe that
(IP) infringement risk literacy leads to engagement of employees which in turn
5. Growth & Sales Risks – including Markets Strategy, Pricing Models or leads to effective risk management.
Deal sizing and recession
Top 5 Corporate Level Risks We organised a Risk Seminar bringing industry experts on single
6. Integration and growth risk of Acquired companies platform to share their views with our employees and discuss
7. Employee Safety, Health and environmental risks challenges ahead on risk management.
8. Currency and Interest rate fluctuation and its impact on operating We conducted workshops and training programs to spread risk
margin culture across the organisation and launched a BFSI (Banking,
9. Compliance Risk – non-adherence to local laws in the global operations Financial Services and Insurance) specific risk portal.
scenario
10. Taxation Impact in different countries – including VAT, ESOP Taxation To obtain exhaustive set of risks, we undertook a representative
and direct taxes Survey and Risk Identification (“Risk Finder”) exercise. The
Note : Sequence of risks is not in the order of importance. exercise covered all business units, verticals, service offerings,
support groups and subsidiaries. The results gave us a deeper
Key Risk Management Activities of the year view of the risks facing Wipro, as seen by the employees. The
The 4-E Approach results were collated and the probability and impact-magnitude
We follow the ‘4E’ approach in Risk Management. We Engage, assessment was completed.
Educate, Enable and Enforce. We engage with stakeholders, Risk Management is a continuous journey of process maturity
educate them through training and awareness, enable action while focusing beyond meeting statutory/regulatory requirements
through processes and deploying technological tools and and delivering on business excellence.
thereupon enforce control measures. Spirit of Wipro ERM system
We take a three dimensional view on risk management : Risk Management driving Assurance & Peace of Mind
For the Customer
Customer eye – re-assurance on governance and compliance For the Management
Business eye – optimisation and early warning triggers For the Other Stakeholders
Employee eye – enhance risk-literacy Going beyond Statutory & Regulatory requirements.
20
WIPRO LIMITED
REPORT OF CORPORATE GOVERNANCE 2007-08
Progress is measured not by the distance travelled, but the distance On the same date at the same venue we had a Court Convened
travelled in the right direction. The word governance is derived Extraordinary General Meeting. In this meeting the schemes of
from the Greek word kybernan which means 'to steer or pilot a Amalgamation for merger of Wipro Infrastructure Engineering
ship'. Governance therefore has a critical role in determining the Limited, Wipro Healthcare IT Limited and Quantech Global
right direction. Services Limited with Wipro Limited; and the schemes of
In the corporate world, the primary responsibility for governance amalgamation for merger of Mpact Technology Services India
is in the hands of the Board of Directors, who set the direction for Private Limited, mPower Software Services (India) Private
the Company within the charter selected by the shareholders. Limited, cMango India Private Limited with Wipro Limited was
The management in alignment with the Board of Directors taken up and approved.
accelerates the pace of movement. For the year 2005-06, we had our Annual General Meeting on July
Our good governance practices have been in place since our 18, 2006, at 4.30.p.m. The meeting was held at Wipro’s Campus,
inception in 1940s. We were among the early adopters of the Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72,
concept of Audit Committee. We have an audit committee since Keonics Electronic City, Hosur Road, Bangalore - 561 229. Apart
1986. We have also been presenting consolidated financial from other usual business, the following two resolutions were
information at Wipro corporation level from 1983-since the time passed :
we established a subsidiary. Appointment of Mr. Bill Owens as the Director of the
Our consistent performance over the last six decades is a result of Company.
our tangible value proposition combined with good corporate Authorisation for payment of remuneration to Non-
governance practices. Executive Directors by way of commission for a period of
Wipro has four layers Corporate Governance structure, namely, five years commencing from April 01, 2007 (Special
Resolution).
1. Governance by Shareholders,
For the year 2004-05, we had our Annual General Meeting on
2. Governance by Board of Directors,
July 21, 2005, at 4.30 p.m. The meeting was held at Doddakannelli,
3. Governance by Sub-committee of Board of Directors, and Sarjapur Road, Bangalore. Apart from other usual business, the
4. Governance of the management process following four resolutions were passed (last three being Special
FIRST LAYER : GOVERNANCE BY SHAREHOLDERS Resolutions):
Annual General Meeting Appointment of BSR & Co. as Auditors in place of N M
Raiji & Co.
Annual General meeting for the year 2007-08 is scheduled on
July 17, 2008, at 4.30 p.m. The meeting will be conducted at Amendment to the Articles of Association of the Company
Wipro campus, Cafetaria Hall, EC-3, Ground Floor, Opp. pursuant to increase in the Authorised Share Capital.
Tower 8, No. 72, Keonics Electronics City, Hosur Road, Approval for issue of shares pursuant to Restricted Stock
Bangalore - 561 229. unit Plan 2005 linked to Equity Shares.
For those of you, who cannot make it to the meeting, please Capitalisation of General Reserve and Issue of Bonus Shares.
remember that you can appoint a proxy to represent you in the On the same date at the same venue we had a Court Convened
meeting. For this you need to fill in a proxy form and send it to us. Extraordinary General Meeting. In this meeting the scheme of
The last date for receipt of proxy forms by us is July 15, 2008, Amalgamation of Wipro BPO Solutions Limited with Wipro
before 4.30 p.m. Limited; Spectramind Limited, Berumda and Spectramind Limited,
Annual General Meetings and other General Body Meeting of Mauritius, with Wipro Limited was taken up.
earlier years Financial Calendar
For the year 2006-07, we had our Annual General Meeting on July Our tentative calendar for declaration of results for the financial
18, 2007, at 4.30.p.m. The meeting was held at Wipro’s Campus, year 2008-09 is given below :
Cafeteria Hall EC-3, Ground Floor, Opp. Tower 8, No. 72,
Table 1 : Calendar for Reporting
Keonics Electronic City, Hosur Road, Bangalore - 561 229. Apart
from other usual business, the following resolutions were passed Quarter ending Release of results
(all were Special Resolutions): For the quarter ending Third week of July 2008
Re-appointment of Mr. Azim H. Premji as Chairman and June 30, 2008
Managing Director of the Company as well as the payment For the quarter and half Third week of October 2008
of salary, commission and perquisites. year ending
Appointment of Mr. Rishad Premji, son of Mr. Azim Premji, September 30, 2008
Chairman of the Company, to hold an Office or Place of For the quarter and nine Third week of January 2009
Profit as the Business Manager. months ending
Amendments to the Wipro Employee Stock Option Plans/ December 31, 2008
RSU Plans. For the year ending Third week of April 2009
Approval for introduction of Wipro Restricted Stock Unit March 31, 2009
Plan 2007.
21
WIPRO LIMITED
Interim Dividend The Company will continue to use the ECS mandate for
Your Board of Directors declared an Interim Dividend of Rs. 2/- remittance of dividend either through ECS or other electronic
per share on equity shares of Rs.2 each on October 19, 2007. modes failing which the bank details will be printed on the
dividend warrant. All the arrangements are subject to RBI
Record Date for Interim Dividend
guidelines, issued from time to time.
The record date for the purpose of payment of Interim Dividend
was fixed as October 26, 2007, and the Interim Dividend was paid Special Resolution passed through the Postal Ballot Procedure
to our shareholders who were on the Register of Members as at During the financial year 2007-08, there was no Special Resolution
the closing hours of October 26, 2007. through postal ballot procedure. For the financial year 2008-09,
Final Dividend resolutions for approval through the Postal Ballot mechanism has
been sent separately, as per applicable Postal Ballot Rules .
Your Board of Directors has recommended a Final Dividend of
Rs. 4/- per share on equity shares of Rs.2/- each. Awards and Rating
Date of Book closure The Company has been awarded the highest rating of Stakeholder
Value and Corporate Governance Rating Practices 1 (called SVG
Our Register of members and share transfer books will remain
1) by the Indian rating agency ICRA, an associate of Moody’s.
closed from July 1, 2008 to July 17, 2008 (both days inclusive)
This rating implies that the Company is ranked in the Highest
to determine the entitlement of shareholders to receive the final
Category on the composite parameters of stakeholder value
Dividend as may be declared for the year ended March 31, 2008.
creation, management and Corporate Governance practices.
Final Dividend Payment Date
ICRA has assigned LAAA (pronounced as L Triple A) rating to
Dividend on equity shares as recommended by the Directors for Wipro’s long-term credit. This is the highest credit quality rating
the year ended March 31, 2008, when declared at the meeting, assigned by ICRA.
will be paid on or before August 16, 2008;
The Company has been awarded the National Award for
(i) to those members whose names appear on the Company’s
Excellence in Corporate Governance by the Institute of
register of members, after giving effect to all valid share
Company Secretaries of India in the year 2004.
transfers in physical form lodged with M/s. Karvy
Computershare Private Limited, Registrar and Share Means of Communication with Shareholders/Analysts
Transfer Agent of the Company on or before June 30, 2008. We have established procedures to disseminate, in a planned
(ii) In respect of shares held in electronic form, to those manner, relevant information to our shareholders, analysts,
“deemed members” whose names appear in the statements employees and the society at large.
of beneficial ownership furnished by National Securities Our Audit Committee reviews the earnings press releases, SEC
Depository Limited (NSDL) and Central Depository filings and annual and quarterly reports of the Company, before
Services (India) Limited (CDSL) as at the opening hours they are presented to the Board of Directors for their approval
on July 1, 2008. for release.
Electronic Clearing Service (ECS) facility Our news releases and presentations made at investor conferences
The dividend remittance to shareholders happens predominantly and to analysts are posted on the Company’s website at
through ECS as per the locations approved by RBI from time to www.wipro.com/investors
time. We had covered about 75% of payment of Dividend Our quarterly results are published in widely circulated national
through ECS during the year ended March 31, 2008. Company newspapers such as The Business Standard and the local daily
will also continue to explore the possibility of remitting the Samyuktha Karnataka. The Quarterly Results, Shareholding
dividend electronically using ECS details. Pattern and Annual Report of the Company are also posted on
1. If you are located at any of the ECS centers and have not SEBI’s website : www.sebiedifar.nic.in
registered your ECS, please arrange to forward your ECS Apart from this, we also intimate the stock exchanges of
mandate to your Depository Participant if the shares are information on any latest developments like acquisitions, customer
held in demat mode, or to the Company/Registrars, if the wins and all other material information.
shares are held in physical form, immediately.
Table 2 : Communication of Results
2. Even if you are not located at the above ECS centres, please
register your ECS (as stated in point 1 above), as the Means of communications Number of times
Company and its bankers will make best endeavours to Earnings Calls 10
remit dividend electronically by other electronic modes. Publication of results 4
3. If your bank particulars have changed for any reason, please Analysts meet 2
arrange to register the ECS with the revised bank particulars.
22
WIPRO LIMITED
Listing on Stock Exchanges, Stock Codes, International Share Transfer System

Securities Identification Number (ISIN) and Cusip Number Your Board has delegated the power of share transfer to Registrar
for ADRs and Share Transfer Agents for processing of share transfers to
Your Company’s shares are listed in the following exchanges as of Karvy Computershare Pvt. Ltd, Registrars of the Company at the
March 31, 2008 and the stock codes are : address given below. The turnaround time for completion of transfer
Table 3 : Stock codes of shares in physical form is generally less than 7 days from the
date of receipt, if the documents are clear in all respects.
Equity shares Stock Codes
We have internally fixed turnaround times for closing the queries/
Bombay Stock Exchange Limited (BSE) 507685
complaints within 7 days of receipt from the shareholders.
National Stock Exchange of
Address for correspondence
India Limited (NSE) Wipro
All correspondence relating to the shares of the Company should
American Depository Receipts
be addressed to Karvy at the address given below :
New York Stock Exchange (NYSE) WIT
Karvy Computershare Private Ltd.
Notes : Karvy House
Karvy Computer Share Private Limited
1. Listing fees for the year 2008-09 has been paid to the Indian
Unit : Wipro Limited,
Stock Exchanges.
Plot No : 17-24, Vittal Rao Nagar,
2. Listing fees to NYSE for the calendar year 2008 has been
Madhapur,
paid. Hyderabad - 500 081.
3. The stock code on Reuters is WIPR.BO and on Bloomberg Tel. : 040 23420815
is WPRO:IN Fax : 040 23420814
International Securities Identification Number (ISIN) Email Id: [email protected]
[email protected]
ISIN is an identification number for traded scrip. This number
Contact person : Mr. V. K. Jayaraman or Mr. R. Mahender Reddy
needs to be quoted in each transaction relating to the
dematerialised equity shares of the Company. Our ISIN number Shareholder grievance can also be sent through e-mail to the following
for our equity shares is INE075A01022. designated e-mail id : [email protected] quoting the Company
name Wipro Limited.
CUSIP Number for American Depository Shares
Overseas depository for ADSs
The Committee on Uniform Security Identification Procedures
JP Morgan Chase Bank
(CUSIP) of the American Bankers Association has developed
60, Wall Street
a unique numbering system for American Depository Shares.
New York, NY 10260
This number identifies a security and its issuer and is recognized
Tel. : +1 212 648 3208
globally by organisations adhering to standards issued by the
Fax : +1 212 648 5576
International Securities Organisation. Cusip number for our
Indian custodian for ADSs
American Depository Scrip is 97651M109.
ICICI Bank Limited
Date of Incorporation and Name of the Company
Bandra-Kurla Complex,
The Company was incorporated on December 29, 1945 under Mumbai 400 051
the name Western India Vegetable Products Limited. Tel. : +91 22 26531414
Subsequently, the name of the Company was changed to Wipro Fax : +91 22 26531165
Products Limited in the year 1977 and then to Wipro Limited in Web-based Query Redressal System
the year 1984.
Members may utilise this new facility extended by the Registrars
Corporate Identity Number (CIN) & Transfer Agents for redressal of their queries.
Our Corporate Identity Number (CIN), allotted by Ministry Please visit http://karisma.karvy.com and click on “investors”
of Company Affairs, Government of India is option for query registration. By logging on through free identity
L99999KA1945PLC020800, and our Company Registration registration. Investor can submit the query in the “QUERIES”
Number is 20800.
23
WIPRO LIMITED
option provided on the web-site, which would give the grievance Mr. G. Kothandaraman, Manager-Secretarial & Compliance,
Wipro Limited, Doddakannelli, Sarjapur Road, Bangalore 560 035
registration number. For accessing the status/response to your query, Tel. : +91 80 28440011 (Extn. 6183)Fax : +91 80 28440051
please use the same grievance registration number at the option E-mail : [email protected]
“VIEW REPLY” after 24 hours. The investors can continue to Analysts can reach our Investor Relations Team for any queries and
clarification on financial related matters :
seek clarifications relating to their queries till they are satisfied.
Mr. Rajendra Kumar Shreemal, Vice President & Corporate Treasurer,
Contact Information Wipro Limited, Doddakanneli, Sarjapur Road, Bangalore 560 035
Shareholders can also send their correspondence to the Company with Tel. : +91 80 28440011 (Extn. 6184)Fax : +91 80 28440051
respect to their shares, dividend, request for annual reports and E-mail : [email protected]
shareholder grievance and the contact details are provided below :
Mr. R. Sridhar, CFO & Investor Relations, Americas & Europe
Mr. V. Ramachandran, Company Secretary,Wipro Limited, Wipro Limited, East Brunswick Tower, 2 New Jersey US
Doddakanneli, Sarjapur Road, Bangalore 560 035 Tel. : +1 650-316-3537 E-mail : [email protected]
Tel. : +91 80 28440011 (Extn. 6185)Fax : +91 80 28440051 Description of voting rights
E-mail : [email protected] All our shares carry voting rights on a pari-passu basis.
Table 4 : Distribution of Shareholding and categories of Shareholders

March 31, 2008 March 31, 2007
Category No. of % No. of % to total No. of % No. of % to total
share- shares equity share- shares equity
holders shares holders shares
0 - 5000 228,578 98.13 19,749,421 1.35 192,819 97.49 18,452,463 1.26
5001 - 10000 1,801 0.77 6,582,974 0.45 2,034 1.03 7,445,172 0.51
10001 - 20000 1,144 0.49 8,086,210 0.55 1,343 0.68 9,450,277 0.65
20001 - 30000 439 0.19 5,431,257 0.37 490 0.25 6,037,207 0.41
30001 - 40000 257 0.11 4,501,626 0.31 283 0.14 4,967,361 0.34
40001 - 50000 125 0.05 2,800,338 0.19 139 0.07 3,110,493 0.21
50001 - 100000 214 0.10 7,311,099 0.50 227 0.11 7,611,466 0.52
100001 and above 365 0.16 1406,990,395 96.28 439 0.23 1,401,925,211 96.10
Total 232,923 100.00 1461,453,320 100.00 197,774 100.00 1,458,999,650 100.00
24
WIPRO LIMITED
Shareholding pattern of the Company as on 31st March, 2008.
Category Category of shareholder Number of Total number Number of Total shareholding as a percentage
code shareholders of shares shares held in of total number of shares
dematerialised
form As a percentage As a percentage
of (A+B) of (A+B+C)
(A) Shareholding of Promoter and Promoter Group
1. Indian
(a) Individuals/Hindu Undivided Family 4 57,457,660 57,158,460 4.00 3.93
(b) Central Government/State Government(s) Nil Nil Nil Nil Nil
(c) Bodies Corporate (Promoter in his capacity as
Director of Private Limited Companies) 3 128,137,800 128,137,800 8.91 8.77
(d) Financial Institutions/Banks Nil Nil Nil Nil Nil
(e) Any Other — Partnership firms (Promoter in his capacity
as partner of Partnership firms) 3 975,520,800 975,520,800 67.83 66.75
Sub-Total (A)(1) 10 1,161,116,260 1,160,817,060 80.73 79.45
2. Foreign
(a) Individuals (Non-Resident Individuals/Foreign Individuals) Nil Nil Nil Nil Nil
(b) Bodies Corporate Nil Nil Nil Nil Nil
(c) Institutions Nil Nil Nil Nil Nil
(d) Any Other (specify) Nil Nil Nil Nil Nil
Sub-Total (A)(2) NIL NIL NIL NIL NIL
Total Shareholding of Promoter and
Promoter Group (A)= (A)(1)+(A)(2) 10 1,161,116,260 1,160,817,060 80.73 79.45
(B) Public Shareholding
1. Institutions
(a) Mutual Funds/UTI 51 5,557,514 5,557,514 0.39 0.38
(b) Financial Institutions/Banks 36 13,441,526 13,441,526 0.93 0.92
(c) Central Government/State Government(s) Nil Nil Nil Nil
(d) Venture Capital Funds Nil Nil Nil Nil
(e) Insurance Companies 3 16,943,742 16,943,742 1.18 1.16
(f) Foreign Institutional Investors (exclusive of ADR) 145 76,526,027 76,526,027 5.32 5.24
(g) Foreign Venture Capital Investors Nil Nil Nil Nil
(h) Any Other (specify) Nil Nil Nil Nil
Sub-Total (B)(1) 235 112,468,809 112,468,809 7.82 7.70
2. Non-institutions
(a) Bodies Corporate* 2,027 35,403,676 24,959,374 2.46 2.49
(b) Individuals -
(c) i. Individual shareholders holding nominal
share capital up to Rs. 1 lakh. 226,010 46,731,008 44,735,651 3.25 3.20
ii. Individual shareholders holding nominal
share capital in excess of Rs. 1 lakh 218 57,052,335 37,921,855 3.97 3.90
Any Other (specify)
(i) Non resident Indians 3,966 16,959,859 6,626,059 1.18 1.16
(ii) Trusts*** 21 7,966,469 7,966,469 0.55 0.55
(iii) Non-Executive Directors and Relatives** 2 23,000 23,000 0.00 0.00
(iv) Clearing Members 433 491,094 491,094 0.03 0.03
Sub-Total (B)(2) 232,677 164,627,441 122,723,502 11.45 11.34
Total Public Shareholding (B)= (B)(1)+(B)(2) 232,912 277,096,250 235,192,311 19.27 18.96
TOTAL (A)+(B) 232,922 1,438,212,510 1,396,009,371 100.00 98.41
(C) Shares held by Custodians and against which
Depository Receipts have been issued 1 23,240,810 23,240,810 1.62 1.59
GRAND TOTAL (A)+(B)+(C) 232,923 1,461,453,320 1,419,250,181 100
Dematerialisation of shares and liquidity
About 97% of outstanding equity has been dematerialised upto March 31, 2008.
* Out of the 35,403,676 equity shares, 8,316,000 equity shares are held by Azim Premji Foundation (I) Pvt. Ltd.
Mr. Premji is also the Promoter Director of Azim Premji Foundation (I) Pvt. Ltd.
Mr. Premji disclaims any beneficial interest in these shares. As such these shares are not reflected under "Promoter Category".
** The shareholding comprises of 23,000 shares held by Non Executive Director and relatives. These directors not being Promoter Directors and in as much as they do
not exercise any significant control over the Company, they are classified under "Any Other" category.
*** Out of 7,966,469 shares held by Trusts. 7,937,640 equity shares are held by Wipro Equity Reward Trust, for the benefit of employees.
Outstanding stock options/RSUs exercisable into shares are shown in Annexure 'B' to the Directors' Report.
25
WIPRO LIMITED
SECOND LAYER : GOVERNANCE BY THE BOARD OF Services Limited and National Aviation Company of India
DIRECTORS Limited. Mr. Vaghul is also the Chairman of the Compensation
Committee of Mahindra and Mahindra Limited, ICICI Bank
As of March 31, 2008, we had six non-executive Directors and
Limited and Nicholas Piramal India Ltd., and is a member of the
one executive Director cum Chairman of our Board. All the six Compensation Committee of Apollo Hospitals Enterprise Ltd.
non-executive directors are independent directors i.e. independent and Mahindra World City Developers Ltd. Mr. Vaghul holds
of management and free from any business or other relationship Bachelor in Commerce in Banking from Madras University.
that could materially influence their judgement. All the Mr. N. Vaghul is also a member of the Audit Committee in
independent directors satisfy the criteria of independence as Nicholas Piramal India Limited and Mahindra World City
defined under listing agreement with Indian Stock Exchanges Developers Limited. Mr N. Vaghul is also the lead Independent
and New York Stock Exchange Corporate Governance standards. Director of our Company.
None of the Directors are related to each other. The profile of our
Directors is given below as of March 31, 2008. Priya Mohan Sinha has served as a Director on our Board since
January, 2002. He has served as the Chairman of PepsiCo India
Azim H. Premji has been Chairman of the Board since September, Holdings Limited and President of Pepsi Foods Limited since
1968. Mr. Premji holds a Bachelor of Science degree in Electrical July 1992. From October 1981 to November 1992, he was on
Engineering from Stanford University, U.S.A. the Executive Board of Directors of Hindustan Lever Limited
(currently Hindustan Unilever Limited). From 1981 to 1985
Dr. Ashok Ganguly has served as a Director on our Board since
he also served as Sales Director of Hindustan Lever Limited
1999. Dr. Ganguly currently serves as the Chairman of First Source
(currently Hindustan Unilever Limited). Currently, he is also
Solutions Limited and ABP Pvt. Ltd. (Ananda Bazar Patrika
on the Boards of ICICI Bank Limited, Bata India Limited,
Group) and has been on the Central Board of the Reserve Bank
Indian Oil Corporation Limited, Lafarge India Pvt. Limited.
of India since November 2000. Dr. Ganguly also serves as a Non- Mr. Sinha holds a Bachelor of Arts from Patna University and
Executive Director of Mahindra & Mahindra, ICICI Knowledge he has also attended Advanced Management Program in the
Park, Tata AIG Life Insurance Co. Ltd. and a Director of the Sloan School of Management, Massachusetts Institute of
Advisory Board of Microsoft Corporation (India) Pvt. Ltd and Technology. Mr. Sinha is also the Chairman of the Nomination,
Hemogenomics Pvt. Ltd. Dr. Ganguly is also the Chairman of the Governance and Compensation Committee, and member of Audit
Compensation and Board Governance Committee of First Source Committee of Bata India Limited. He is on the Credit and
Solutions Limited. He is a member of the Prime Minister’s Council Governance and Compensation Committee of ICICI Bank Ltd.
on Trade and Industry as well as the Investment Commission and He is also the Chairman of the Marketing and Strategy Committee
the India-USA CEO Council, set up jointly by the Prime Minister of Indian Oil Corporation Limited.
of India and the President of the USA. He is also a member of the
National Knowledge Commission to the Prime Minister. He is Mr. Bill Owens has served as a Director on our Board since July,
a former member of the Board of British Airways Plc (1996- 2006. He has held senior leadership positions at large multinational
2005) and Unilever Plc/NVC (1990-1997). corporations. From April 2004 to November 2005, Mr. Owens
served as Chief Executive Officer and Vice Chairman of the
B.C. Prabhakar has served as a Director on our Board since Board of Directors of Nortel Networks Corporation, a networking
February 1997. He is a practicing lawyer since April 1970. communications company. From August 1998 to April 2004, Mr.
Mr. Prabhakar holds a B.A. in Political Science and Sociology Owens served as Chairman of the Board of Directors and Chief
and an LL.B. from Mysore University. Mr. B C Prabhakar serves Executive Officer of Teledesic LLC, a satellite communications
as a Non-Executive Director of Automotive Axles Limited and company. From June 1996 to August 1998, Mr. Owens served as
3M India Limited. Mr. Prabhakar is a member of the Audit President, Chief Operating Officer and Vice Chairman of the
Committee of Automotive Axles Limited and 3M India Limited. Board of Directors of Science Applications International
Corporation (SAIC), a research and engineering firm. Presently,
Dr. Jagdish N. Sheth has served as a Director on our Board since Mr. Owens serves as a member of the Board of Directors of Polycom
January 1999. He is a professor at Emory University since July Inc., a media communications company; Daimler Chrysler AG,
1991. Dr. Sheth is also on the Boards of Innovolt Inc., Adayana an automotive company; Embarq, Intelius and Force 10. Mr.
Inc., Shasun Chemicals and Drugs Limited and Shasun Pharma Owens holds a M.B.A. (Honors) degree from George Washington
Solutions Limited. Dr. Sheth holds a B.Com from Madras University, a B.S. in Mathematics from the U.S. Naval Academy
University, an M.B.A. and a Ph.D in Behavioral Sciences from and a B.A. and M.A. in Politics, Philosophy and Economics from
the University of Pittsburgh. Oxford University.
Narayanan Vaghul has served as a Director on our Board since All our Directors inform the Board every year about the Board
June 1997. He is the Chairman of the Board of ICICI Bank membership and Board Committee membership they occupy in
Limited since September 1985. Mr. Vaghul is also on the Boards other companies including Chairmanships of such company's
of Mahindra and Mahindra Ltd., Mahindra World City Board/Committee. They notify us of any change as and when
Developers Limited, Nicholas Piramal India Ltd., Hemogenomics they take place. These disclosures are placed at the board meeting.
Pvt. Ltd., Himatsingka Seide Limited, Asset Reconstruction
New Directors appointment
Company India Limited, Air India Engineering Services Limited,
Azim Premji Foundation, Air India Air Transport Services On April 18, 2008, our Board of Directors have inducted the
Limited, Apollo Hospitals Enterprise Limited, IAL Airport following Senior Management personnel into the Board of
26
WIPRO LIMITED
Directors with effect from April 18, 2008 : material relationship or transaction with the Company for the year
ended March 31, 2008, and have given undertakings to that effect.
Mr. Suresh C. Senapaty – Chief Financial Officer & Director
In the opinion of the Board, the material transactions during the
Mr. Girish S. Paranjpe – Joint CEO, IT Business and Director
year 2007-08 between the holding company and its subsidiaries
Mr. Suresh Vaswani – Joint CEO, IT Business and Director have been done at arms length.
Information flow to the Board Members All details relating to financial and commercial transactions where
Directors may have a pecuniary interest are provided to the Board,
We present our annual Strategic Plan and Operating Plans of our and the interested Directors neither participate in the discussion,
businesses to the Board for their review, inputs and approval. nor do they vote on such matters. Transactions with related parties,
Similarly, our quarterly financial statements and annual financial as per requirements of Accounting Standard (AS) 18, are disclosed
statements are first presented to the audit committee and elsewhere in this Annual Report and they are not in conflict with
subsequently to the Board of Directors for their approval. In
the interest of the Company at large.
addition specific cases of acquisitions, important managerial
decisions, and statutory matters are presented to the Board and Details of non-compliance by the Company, penalties, and
Committees for their approval. strictures imposed on the Company by Stock Exchange or SEBI
or any statutory authority, on any matter related to capital
As a process in most cases information to directors is submitted
markets, during the last three years.
along with the agenda papers well in advance of the Board meeting.
In some instances documents are tabled during the course of the The Company has complied with the requirements of the Stock
Board meetings or the appropriate Committees of the Board. Exchange and SEBI on matters related to Capital Markets, as
applicable.
We schedule meetings of our business heads and functional heads
with the Directors prior to the Board meeting dates. These meetings Whistle Blower policy and affirmation that no personnel has
facilitate Directors to provide their inputs and suggestions on been denied access to the Audit Committee
various strategic and operational matters directly to the business
and functional heads. Meeting with directors enthuse and The Company has adopted an Ombuds process which is a channel
motivate our business leaders. for receiving and redressing employees’ complaints. The details
are provided in the section titled compliance with non-mandatory
Board Meetings requirements of this report. No personnel of the Company were
We decide on the board meeting dates in consultation with Board denied access to the Audit Committee.
Governance & Compensation Committee and all our directors. Details of compliance with mandatory requirements and
Once approved by the Board Governance & Compensation adoption of the non-mandatory requirements of this clause
Committee, the schedules of the Board meeting and Board
Committee meetings are communicated in advance to the Your Company has complied with all the mandatory requirements
Directors to enable them to schedule their meetings. of the Clause 49 of the Listing Agreement. The details of these
compliances have been given in the relevant sections of this
Our Board met five times in the financial year 2007-08, on April Report. The status on compliance with the Non-mandatory
19-20, 2007, July 18-19, 2007, July 28,2007, October 18-19, 2007 requirements is given at the end of the Report.
and January 16-18, 2008. Maximum interval between any two
meetings was three months and one day. Directors’ shareholding in the company
Our Board meetings are normally scheduled for two days. Table 6 provides details of equity shares held by each of the
Directors in their individual name and with their relatives, as on
Agenda for the Board Meeting is sent to all the Board members for
March 31, 2008
their feedback and upon their approval, final agenda is sent to all
the Directors.
Table 6 :
Post-meeting follow-up system
Name No. of Equity Shares held
After the board meetings, we have a formal system of follow up,
Azim H. Premji 57,457,660
review and reporting on actions taken by the management on the
decisions of the Board and sub-committees of the Board. N. Vaghul Nil
Disclosure of materially significant related party transactions Ashok S. Ganguly Nil
Mr. Rishad Premji, son of Mr. Azim Premji, Chairman has accepted P. M. Sinha 20,000
employment in the Company. The appointment has been approved
by the shareholders and the Central Government. The Company Jagdish N. Sheth Nil
has transferred a property to the controlling shareholder, for a B. C. Prabhakar 3,000
consideration of Rs. 155 million, determined by an independent
appraiser. The fair value was determined through independent Bill Owens Nil
appraisal. None of the Non-Executive Directors have any pecuniary
27
WIPRO LIMITED
Particulars of Directors proposed for re-appointment shareholders are obtained in case of remuneration to non-
executive directors.
Dr. Ashok S. Ganguly and Mr. P. M. Sinha, retire by rotation at
The remuneration paid to Chairman and Managing Director is
this Annual General Meeting and being eligible offer themselves determined keeping in view the industry benchmark, the relative
for re-appointment. The Board Governance and Compensation performance of the Company to the industry performance, and
Committee and the Board of Directors have recommended their macro economic review on remuneration packages of CEOs of
re-appointment for consideration of the Shareholders. other organisations. Perquisites and retirement benefits are paid
according to the Company policy as applicable to all employees.
Particulars of Directors proposed for appointment
Independent Non-Executive Directors are appointed for their
Mr. Suresh C. Senapaty, Mr. Girish S. Paranjpe and Mr. Suresh
professional expertise in their individual capacity as
Vaswani were appointed as Additional Directors of the Company
independent professionals/Business Executives. Independent
in accordance with Section 260 of the Companies Act, 1956 by
Non-Executive Directors receive sitting fees for attending the
the Board of Directors at its meeting held on April 18, 2008, with
meeting of the Board and Board Committees and commission
effect from that date. These Additional Directors would hold
as approved by the Board and shareholders. The commission is
office till the date of the Annual General Meeting of the Company
limited to a sum payable as approved by the Board subject to the
scheduled to be held on July 17, 2008. The requisite notices
condition that cumulatively it shall not exceed 1% of the net
together with necessary deposits have been received from members
profits of the Company for all Independent Non-Executive
pursuant to Section 257 of the Companies Act, 1956 proposing
Directors in aggregate for one financial year.
the election of Mr. Suresh C. Senapaty, Mr. Girish S. Paranjpe
and Mr. Suresh Vaswani as Directors of the Company. The remuneration by way of commission paid to the independent
Brief resumes of the Directors proposed for appointment/ non-executive directors is determined based on the industry
re-appointment at the ensuing Annual General Meeting are benchmarks.
provided as an Annexure to the Notice convening the Annual Details of Remuneration to all Directors
General Meeting sent to the members alongwith this report.
Remuneration Policy and criteria of making payments Directors Table 7 provides the remuneration paid to the Directors for the
services rendered during the financial year 2007-08.
Board Governance and Compensation Committee recommends
the remuneration, including the commission based on the net No stock options were granted to any of the Non-Executive
profits of the Company for the Chairman and Managing Directors during the year 2007-08. Executive Directors are not
Director. This is then approved by the Board. Prior approval of entitled to any severance fee.
Table 7 : Remuneration paid during the financial year 2007-08 to Directors on the Board as on March 31, 2008 (Rs.)
Azim H. N. Vaghul Dr. Ashok S. P. M. Sinha Dr. Jagdish B. C. Prabhakar Bill Owens*
Premji Ganguly N. Sheth*
Relationship with
other Directors None None None None None None None
Salary 3,000,000 - - - - - -
Allowances 1,310,184 - - - - - -
Commission 5,107,396 1,400,000 1,200,000 1,000,000 2,001,000 600,000 2,401,200

Other Annual
Compensation 2,054,615 - - - - - -
Deferred benefits 1,676,646 - - - - - -
Sitting fees - 140,000 80,000 130,000 40,000 150,000 40,000

Notice period Upto - - - - - -
6 months
* Figures mentioned are rupee equivalent – as amounts payable in $.
28
WIPRO LIMITED
Table 8 : Key Information pertaining to Directors as on March 31, 2008
Dr. Ashok S. Ganguly

Dr. Jagdish N. Sheth
B. C. Prabhakar
Azim H. Premji
P. M. Sinha
Bill Owens
N. Vaghul
Category Promoter Independent Independent Independent Independent Independent Independent
Director Non- Non- Non- Non- Non- Non-
Executive Executive Executive Executive Executive Executive
Director Director Director Director Director Director
Date of appointment 01.09.1968 09.06.1997 20.02.1997 01.01.1999 01.01.1999 01.01.2002 01.07.2006
Directorship in other
companies 11 12 2 1 8 4 -
Chairmanship in Committees
of Board of other companies - 3 - - 3 3 -
Membership in Committees
of Board of other companies - 4 2 1 4 4 -
No. of Board meetings

attended 5 5 5 4 4 4 4
Attendance at the last AGM

held on July 18, 2007 Yes Yes Yes Yes Yes Yes Yes
This does not include foreign companies and companies under Section 25 of the Companies Act, 1956.
None of the Directors of our Company were members in more than 10 committees nor acted as chairman of more than five
committees across all companies in which they were Directors.
29
WIPRO LIMITED
THIRD LAYER : GOVERNANCE BY THE Risk Management
SUB-COMMITTEE OF THE BOARD OF DIRECTORS A summary of Enterprise Risk Management initiatives is given on
Our Board has constituted sub-committees to focus on specific Pages No. 19 and 20 of the Annual Report.
areas and make informed decisions within the authority delegated Management Development
to each of the Committees. Each Committee of the Board is The Management's Discussion and Analysis on Company's
guided by its Charter, which defines the scope, powers and performance – industry trends and other material changes with
composition of the Committee. All decisions and respect to the Company and its subsidiaries, wherever applicable
recommendations of the Committees are placed before the Board are presented on pages 10 through 18 of the Annual Report.
either for information or approval. We have the three
sub-committees of the Board. Board Governance and Compensation Committee
1. Audit Committee The primary responsibilities of the Board Governance and
Compensation Committee are :
2. Board Governance and Compensation Committee
Determine and approve salaries, benefits and stock option
3. Administrative/Shareholders’ Grievance Committee grants to Senior Management employees and Directors of
Audit Committee your Company.
Audit Committee reports to the Board of Directors and is Act as Administrator of the Company’s Employee Stock
primarily responsible for : Option Plans drawn up from time to time.
Auditing and accounting matters, including recommending Develop and recommend to the Board Corporate
the appointment of our independent auditors to the Governance Guidelines applicable to the Company.
shareholders.
Evaluation of the Board on a continuing basis including an
Integrity of the Company’s financial statements, the scope assessment of the effectiveness of the full Board, operations
of the annual audits, and fees to be paid to the independent of the Board Committees and contributions of individual
auditors. directors.
Review of performance of the Company’s Internal Audit Lay down policies and procedures to assess the requirements
function, Independent Auditors and accounting practices. for induction of new members on the Board.
Review of related party transactions, functioning of Whistle The detailed charter of this Committee is posted on our website
Blower mechanism, and and available at www.wipro.com/investors
Implementation of the applicable provisions of the Sarbanes Our Executive Vice President-Human Resources makes periodic
Oxley Act, 2002 including review on the internal control presentations to the Board Governance and Compensation
mechanism for certification under Section 404 of the Committee on compensation reviews and performance linked
Sarbanes Oxley Act, 2002. compensation recommendations. Generally we seek to pay
The Chairman of the Audit Committee is present at the Annual competitive salaries in all countries in which we operate.
General Meeting. The detailed charter of the Committee is All members of the Board Governance and Compensation
posted at our website and available at www.wipro.com/investors Committee are Independent Non-Executive Directors. This
All members of our Audit Committee are Independent Committee of the Board met four times on – April 18, 2007, July
Non-Executive Directors and financially literate. The Chairman 17, 2007, October 17, 2007 and January 16, 2008 during the
of our Audit Committee has the accounting or related financial financial year 2007-08. The Chairman of the Board Governance
management expertise. and Compensation Committee was present at the Annual General
Statutory Auditors as well as Internal Auditors always have Meeting held on July 18, 2007 The composition of the Board
independent meetings with the Audit Committee and also Governance and Compensation Committee and their attendance
participate in the Audit Committee meetings. are given in Table 10.
Our CFO & Director and other Corporate Officers make periodic Table 10
presentations to the Audit Committee on various issues. Name Position Number of
Our Audit Committee met six times during the financial year on meetings
– April 18, 2007, May 18, 2007 (through teleconference) July 17, attended
2007, October 17, 2007, January 16, 2008 and February 26, 2008. Dr. Ashok S. Ganguly Chairman 4
The Committee took note of the certification under Section 404
P. M. Sinha Member 4
of the Sarbanes Oxley Act, 2002 in its meeting held on May 18,
2007 through teleconference and reviewed the progress on Internal N. Vaghul Member 4
Control mechanisms at its meeting held on February 26, 2008. Shareholders & Investors Grievance Committee
The composition of the Audit Committee and their attendance
are given in Table 9. The Shareholders’/Investors’ Grievance & Administrative
Committee is responsible for resolving investor’s complaints
Table 9 pertaining to share transfers, non receipt of annual reports,
Name Position Number of Dividend payments, issue of duplicate share certificates,
meetings transmission of shares and other related complaints.
attended* In addition to above, this Committee is also empowered to oversee
N. Vaghul Chairman 6 administrative matters like opening/closure of Company’s Bank
accounts, grant and revocation of general, specific and banking
P. M. Sinha Member 6 powers of attorney, consider and approve allotment of equity shares
B. C. Prabhakar Member 6 pursuant to exercise of stock options, setting up branch offices
and other administrative matters as may be required from time to
* Including meeting on May 18, 2007 held through time, etc.
teleconference.
The Chairman of the Committee is an independent non executive
director.
30
WIPRO LIMITED
The Administrative and Shareholders Grievance Committee met There are certain pending cases relating to disputes over title to
six times in the financial year on – April 20, 2007, July 18, 2007, shares in which the Company has been made a party. However,
these cases are not material in nature.
October 8, 2007, January 10, 2008, February 26, 2008 and March
Mr. V. Ramachandran, Company Secretary is our Compliance
23, 2008. The composition of the Administrative and Officer as per the requirements of the Listing Agreement.
Shareholders Grievance Committee and their attendance are given
Secretarial Audit
in Table 11.
A qualified practicing Company Secretary has carried out secretarial
Table 11 audit every quarter to reconcile the total admitted capital with
Name Position Number of National Securities Depository Limited (NSDL) and Central
meetings Depository Services (India) Limited (CDSL) and the total issued
and listed capital. The audit confirms that the total issued/paid up
attended
capital is in agreement with the aggregate total number of shares
B. C. Prabhakar Chairman 6 in physical form, shares allotted & advised for demat credit but
pending execution and the total number of dematerialised shares
Azim H. Premji Member 6
held with NSDL and CDSL.
The status on the shareholder queries and complaints we received Compliance
during the financial year, and our response to the complaints and The certificate dated May 26, 2008 obtained from
the current status of pending queries if any, is Tabulated in Mr. V. Sreedharan, Practicing Company Secretary is given at page
Table 12. no. 39 of the annual report.
Table 12 Unclaimed Dividends
Description Received Replied Pending Under the Companies Act, 1956, Dividends that are unclaimed
for a period of seven years is required to be transferred to the
Non receipt of Securities 13 13 0 Investor Education and Protection Fund administered by the
Non receipt of Central Government.
annual reports 26 26 0 We give below a table providing the dates of declaration of Dividend
Correction/Revalidation since 2000-01 and the corresponding dates when unclaimed
of Dividend Warrants 627 627 0 Dividends are due to be transferred to the Central Government.
SEBI/Stock Exchange The unclaimed amount since 2000-01 as of March 31, 2008 is
Complaints 7 7 0 also provided in the Table 13 given below :
Non Receipt of Dividend
Warrant 415 415 0
Total 1,088 1,088
Table 13
Financial Year Date of declaration of Last date for claiming Unclaimed Due date for transfer
Dividend unpaid Dividend amount (Rs.) to Investor Education
and Protection Fund
2000-2001 July 19, 2001 July 18, 2008 88,824 August 17, 2008
2001-2002 July 18, 2002 July 17, 2009 1,995,675 August 16, 2009
2002-2003 July 17, 2003 July 16, 2010 137,118 August 15, 2010
2003-2004 June 11, 2004 June 10, 2011 1,813,435 July 9, 2011
2004-2005 July 21, 2005 July 20, 2012 1,149,675 August 19, 2011
2005-2006 July 18, 2006 July 17, 2013 3,185,710 August 16, 2013
2006-2007
(Interim Dividend) March 23, 2007 March 22, 2014 2,323,285 April 21, 2014
2006-2007
(Final Dividend) July 18, 2007 July 17, 2014 1,168,268 August 16, 2014
2007-2008
(Interim Dividend) October 19, 2007 October 18, 2014 2,996,518 November 17, 2014
Separate letters will be sent to the Shareholders who are yet to encash the Dividend indicating that Dividend yet to be encashed by the
concerned shareholder and the amount remaining unpaid will be transferred as per the above dates. Members are requested to utilise
this opportunity and get in touch with Company’s Registrar and Share Transfer Agent, M/s. Karvy Computershare Pvt. Limited,
Hyderabad for encashing the unclaimed Dividend standing to the credit of their account.
After completion of seven years as per the above table, no claims shall lie against the said Fund or the Company for the amounts of
Dividend so transferred nor shall any payment be made in respect of such claims.
31
WIPRO LIMITED
FOURTH LAYER : GOVERNANCE OF THE The Audit Committee periodically reviews the functioning of the
MANAGEMENT PROCESS Ombudsprocess.
Code of Business Conduct and Ethics Compliance Committee
In 1983, we articulated ‘Wipro Beliefs’ consisting of six statements. We have a Compliance Committee which considers matters
The core belief was integrity and was articulated as relating to Wipro’s Code of Business Conduct, Ombuds process,
"Our individual and Company relationship should be Code for Prevention of Insider Trading and other applicable
governed by the highest standard of conduct and integrity". statutory matters. The Compliance Committee consists of
Chairman, Chief Financial Officer & Director, Executive Vice
Over years, this articulation has evolved in form but remained
President - Human Resources, Vice President - Legal and
constant in substance. Today we articulate it as Code of Business
General Counsel, Chief Risk Officer and Vice President -
Conduct and Ethics.
Internal Audit. During the financial year 2007-08, the
In our Company, the Board of Directors and all employees have Compliance Committee met four times and its findings are
a responsibility to understand and follow the Code of Business presented to the Audit Committee for its review and
Conduct. All employees are expected to perform their work with consideration.
honesty and integrity. Wipro’s Code of Business Conduct reflects
Compliance with adoption of mandatory requirements
general principles to guide employees in making ethical decisions.
This code is also applicable to our representatives. The Code We have complied with all the mandatory requirements of
outlines fundamental ethical considerations as well as specific Clause 49 of the Listing Agreement.
considerations that need to be maintained for professional Compliance on matters related to capital markets
conduct. This Code has been displayed on the Company’s website We have complied with the requirements of the Stock Exchange
www.wipro.com/investors and SEBI on matters related to Capital Markets, as applicable.
Further, compliance to Code of Business Conduct and Ethics Compliance report on Non-mandatory requirements under
(COBC) is monitored through the following process : Clause 49
a) Our employees are annually required to go through the 1. The Board - Chairman’s Office and tenure of Independent
training and awareness modules created on COBC and Directors
understand the principles of each of the Policies briefed
The Chairman of Wipro is an Executive Director and this
under COBC.
provision is not applicable to Wipro.
b) Randomly selected employees are tested on the compliance
Some of our independent directors have completed a tenure
effectiveness of the Policies covered under COBC; this
exceeding a period of nine years on the Board of Directors of
primarily enables the Company to analyse the gaps and
the Company.
create training/awareness modules to address the same.
Company has prescribed Corporate Governance guidelines
c) Annually group discussions are held with select employees
and ensures that the person who is being appointed as an
to understand the grey areas in compliance to further refine
Independent Director has the requisite qualification and
the code.
experience which would be of use to the Company and
The Chairman has affirmed to the Board of Directors that this which, in the opinion of the Company, would enable him
Code of Business Conduct and Ethics has been complied by the to contribute effectively to the Company in his capacity as
Board members and Senior Management personnel. an Independent Director.
Ombudsman process 2. Remuneration Committee
We have adopted an Ombudsman process which is the channel The Board of Directors constituted a Board Governance
for receiving and redressing employees’ complaints. Under this and Compensation Committee, which is entirely
policy, we encourage our employees to report fraudulent financial composed of independent directors. The Committee also
or other concerns, any conduct that results in violation of the discharges the duties and responsibilities as described
Company’s Code of Business Conduct and Ethics, to management under non-mandatory requirements of Clause 49. The
(on an anonymous basis, if employees so desire). details of the Board Governance and Compensation
Likewise, under this policy, we have prohibited discrimination, Committee and its powers have been discussed in this
retaliation or harassment of any kind against any employees who, section of the Annual Report.
based on the employee’s reasonable belief that such conduct or 3. Shareholders rights
practice have occurred or are occurring, reports that information
We display our quarterly and half yearly results on our
or participates in the investigation. No individual in the Company
web site, www.wipro.com/financials.htm and also publish
has been denied access to the Audit Committee or its
our results in widely circulated newspapers. We did not send
Chairman.
half yearly results to the shareholders in the financial
Mechanism followed under Ombudsman process is appropriately year 2007-08.
communicated within the Company across all levels and has
4. Audit Qualifications
been displayed on Wipro’s intranet and on Wipro’s website at
www.wipro.com/investors The Auditors have not qualified the financial statements of
the Company.
32
WIPRO LIMITED
5. Training of Board Members Transactions with the companies in which Wipro’s directors are
Periodic training is given to the Directors. interested are recorded in the Register under Section 301 of the
Companies Act, 1956.
6. Mechanism for evaluation : Independent Board members
Code for prevention of Insider Trading
In line with our corporate governance guidelines, all Board
members are evaluated on an annual basis. This evaluation We have comprehensive guidelines on preventing insider trading
is led by the Chairman of the Board Governance and in line with the SEBI guidelines on prevention of Insider Trading.
Compensation Committee with specific focus on the NYSE Corporate Governance Listing Standards
performance and effective functioning of the Board as a
The Company has made this disclosure in its website
whole and Committees of the Board and report the
recommendation to the Board. The evaluation process also www.wipro.com/investors and has filed the same with the New
considers the time spent by each of the Board members, core York Stock Exchange (NYSE).
competencies, personal characteristics, accomplishment of Declaration as required under Clause 49 (I)(D)(ii) of the Stock
specific responsibilities and expertise. Exchange Listing Agreement
7. Whistle Blower Policy All Directors and senior management personnel of the Company
The details of the Ombudsman process and its functions have affirmed compliance with Wipro’s Code of Business
have been discussed earlier in this section. Conduct and Ethics for the financial year ended March 31, 2008.
Disclosures by the Management
During the year 2007-08, there have been no transactions of Sd/-
material nature entered into by the Company with the Azim H. Premji
Management or their relatives that may have a potential conflict
Date : June 19, 2008 Chairman
with interest of the Company.
33
WIPRO LIMITED
Share Price during the year
The performance of our stock in the financial year is tabulated in Table 14.
Table 14 : Stock price in the financial year 2007-08
Price traded - Wipro S&P CNX Index
High Low High Low
Monthly Date Price Volume Vs prev Date Price Volume Vs prev Index Vs prev Index Vs prev
volume month month month month
high % low % high % low %
April 25,115,183 20-Apr-07 605 3,294,873 99.2 2-Apr-07 515 1,400,645 97.6 4218 108.0 3617 102.0
May 22,930,710 4-May-07 635 875,411 104.9 25-May-07 524 1,097,486 101.7 4307 102.1 3981 110.1
June 17,025,762 14-Jun-07 627 381,881 98.8 26-Jun-07 505 479,453 96.4 4363 101.3 4101 103.0
July 20,302,574 26-Jul-07 532 1,902,131 84.8 30-Jul-07 486 490,265 96.2 4648 106.5 4304 105.0
August 23,358,308 3-Aug-07 510 1,432,865 95.6 22-Aug-07 435 1,213,964 89.5 4533 97.5 4002 93.0
September 21,501,238 4-Sep-07 488 811,544 95.7 21-Sep-07 425 2,010,712 97.7 5056 111.5 4452 111.2
October 29,389,043 30-Oct-07 516 834,403 105.9 1-Oct-07 445 1,221,135 104.7 5976 118.2 5001 112.3
November 14,063,687 1-Nov-07 513 597,469 99.3 27-Nov-07 426 423,231 95.7 6012 100.6 5394 107.9
December 15,478,549 27-Dec-07 552 1,363,063 107.6 7-Dec-07 450 487,003 105.6 6185 102.9 5676 105.2
January 19,129,007 1-Jan-08 529 335,561 95.7 22-Jan-08 324 1,760,024 72.0 6357 102.8 4448 82.5
February 12,326,608 4-Feb-08 474 861,394 89.6 5-Feb-08 375 314,383 115.7 5545 87.2 4804 108.0
March 16,312,288 28-Mar-08 459 975,703 96.9 17-Mar-08 348 122,594 92.8 5223 94.2 4468 93.0
Graph 1 : Wipro share price movements in NSE compared with S&P CNX Nifty
Wipro Performance of Wipro Share Vs. S&P CNX Nifty

120
110
100
Change
90
80
70
60 April May June July August September October November December January February March
Wipro Price S&P CNS Nifty Month and Year 2007-08
34
WIPRO LIMITED
Table 15 : ADS Share price during financial year 2007-08
Wipro ADS (in USD) NYSE - TMT

Close Vs prev month % Close Vs prev month high
April 16.51 105 6668 104
May 16.27 99 7020 105
June 15.55 96 7015 100
July 14.60 94 6822 97
August 14.63 100 6984 102
September 14.44 99 7304 105
October 16.47 114 7558 103
November 14.50 88 7162 95
December 14.84 102 7109 99
January 12.08 81 6540 92
February 11.54 96 6369 97
March 11.53 100 6198 97
Graph 2 : Wipro ADS price movements in NYSE compared with TMT Index
Relative Performance of Wipro ADS Vs. NYSE TMT Index

120
110
100
Change
90
80
70
60 April May June July August September October November December January February March
Month and Year 2007-08

Wipro ADS Price NYSE TMT
35
WIPRO LIMITED
Graph 3 : Wipro ADS premium over Equity share price in NSE during the year 2007-08
ADS Premium Movement as Percentage over Equity Share Price

35
in India during the year 2007-08
30
25
20
15
10
0
2-Apr-07
2-May-07
2-Nov-07
2-Aug-07
2-Sep-07
2-Mar-08
2-Dec-07
2-Oct-07
2-Feb-08
2-Jun-07
2-Jan-08
2-Jul-07
Wipro ADS Premium
Other Information
Table 16 : Share Capital History
History of IPO/ Private Placement/ Bonus Issues/ Stock Split/ Allotment of Shares pursuant to Exercise of Stock Options
Type of Issue Year of Bonus Face Value Shares Allotted No. of Total paid-up
Issue Shares/ of Shares Shares Capital
Stock split (Rs.) Total (Rs.)
ratio
Number Nominal
Value
IPO 1946 100/- 17,000 1,700,000 17,000 1,700,000
Bonus issue 1971 100/- 5,667 566,700 22,667 2,266,700
Bonus issue 1980 1:1 100/- 22,667 2,266,700 45,334 4,533,400
Bonus issue 1985 1:1 100/- 45,334 4,533,400 90,668 9,066,800
Issue of shares to
Wipro Equity Reward Trust 1985 100/- 1,500 1,50,000 92,168 9,216,800
Bonus issue 1987 1:1 100/- 92,168 9,216,800 184,336 18,433,600
Stock split 1990 10:1 10/- 1,843,360 18,433,600
Bonus issue 1990 1:1 10/- 1,843,360 18,433,600 3,686,720 36,867,200
Bonus issue 1992 1:1 10/- 3,686,720 36,867,200 7,373,440 73,734,400
Issue of shares pursuant to
merger of Wipro Infotech
Limited and Wipro Systems
Limited with the Company 1995 10/- 265,105 2,651,050 7,638,545 76,385,450
Bonus issue 1995 1:1 10/- 7,638,545 76,385,450 15,277,090 152,770,900
Bonus issue 1997 2:1 10/- 30,554,180 305,541,800 45,831,270 458,312,700
Stock split 1999 5:1 2/- 229,156,350 458,312,700
ADR 2000 1:1 $41.375 3,162,500 6,325,000 232,318,850 464,637,700
36
WIPRO LIMITED
Type of Issue Year of Bonus Face Shares Allotted No. of Total paid-up
Issue Shares/ Value of Shares Capital
Stock Shares Total (Rs.)
split ratio (Rs.)
Number Nominal
Value
Allotment of equity shares On various 2/- 496,780 993,560 232,815,630 465,631,260

pursuant to exercise of stock dated (Upto
options the record date
for issue of
bonus shares
in the year
2004)
Bonus 2004 2:1 2/- 465,631,260 931,262,520 698,446,890 1,396,893,780
Allotment of equity shares On various 2/- 5,123,632 10,247,264 703,570,522 1,407,141,044
pursuant to exercise of stock dates (Upto
options March, 31,
2005)
Allotment of equity shares On various
options the record
date for issue
of bonus shares
in the year
2005 2/- 2,323,052 4,646,104 705,893,574 1,411,787,148
Bonus 2005 1:1 2/- 705,893,574 1,411,787,148 1,411,787,148 2,823,574,296
Allotment of equity shares On various 2/- 13,967,119 27,934,238 1,425,754,267 2,851,508,534
options March 31,
2006)
Allotment of Equity Shares On various 2/- 33,245,383 66,490,766 1,458,999,650 2,917,999,300
pursuant to exercise of stock dates upto
options March 31,
2007
Allotment of Equity Shares On various 2/- 2,453,670 4,907,340 1,461,453,320 2,922,906,640
pursuant to exercise of stock dates upto
options March 31,
2008
37
WIPRO LIMITED
Table 17 : Software Development Facilities and Plant Locations
The details of our Software Development Facilities are provided below :
Sl. No. Address City

1 3rd, 4th, 5th and 6th Floor, S. B. Towers, 88, M. G. Road Bangalore 560 001
2 4th Floor, Creater Block, Information Technology Park Limited, Whitefield Bangalore 560 066
3 K-312, Koramangala Industrial Layout, V Block, (K-1) Koramangala Bangalore 560 095
4 No. 8, 7th Main, 1st Block, (K-2) Koramangala Bangalore 560 095
5 271-271A, Sri Ganesh ComplexHosur Main Road, (M-1) Madiwala Bangalore 560 068
6 26, Sri Chamundi Complex, (M-2), Bommanahalli, Hosur Main Road Bangalore 560 068
7 No. 1, 2, 3, 4, 54/1 and 54/3, Survey No. 201/C, Madivala, Hosur Main Road Bangalore 560 068
8 No. 319/1, (Adea Building) Bomanahalli, Hosur Main Road Bangalore 560 068
9 2nd, 3rd, 4th Floor, Sigma Tech Park, Beta Towers, No. 7 Whitefield Main Road Bangalore 560 066
10 Electronics City-1, 2, 3 and 4, Keonics Electronic City, Hosur Road Bangalore 560 100
11 No. 92, (Siri Building) 2nd Main Road, Keonics Electronic City Bangalore 560 100
12 3rd Floor, Ahmed Plaza, No. 38/1&2, Bertenna Agrahara, Hosur Main Road Bangalore 560 100
13 608-610, Carlton Towers, No. 1 Airport Road Bangalore 560 001
14 1st Floor, (EMC) Subramanya Arcade, Tower B, Bennergatha Road Bangalore 560 076
15 EC SEZ, Keonics, Electronic City Bangalore 560 100
16 Sarjapur SEZ, Doddakannelli, Sarjapur Road Bangalore 560 035
17 111, (CDC-1) Mount Road, Guindy Chennai 600 032
18 105, (Sterling Building) Mount Road, Guindy Chennai 600 032
19 475A, Shollinganallur, Old Mahabalipuram Road (two facilities) Chennai 600 019
20 ETL SEZ, No. 12, Second Floor, Thuraipakkam Chennai 600 119
21 ELCOT SEZ, Sy. No. 602/3, Sholinganallur Village, Tambaram Taluk, Kancheepuram District Chennai 600 119
22 INFOPARK SEZ, Kusumagiri, Kakkanad, Cochin Cochin 682 037
23 Infotech Park, SDF Building, 4th Floor, Kusumagiri, Kakkanad Cochin 682 030
24 Infotech Park, 4th Floor, Vismaya Building, Kakkanad Cochin 682 030
25 Technopolis, CSEZ, 2nd Floor, Kakkanad Cochin 682 037
26 1-8-448, Lakshmi Buildings, S. P. Road, Begumpet Hyderabad 500 003
27 Survey No. 64, Serilingampali Mandal, Madhapur Hyderabad 500 033
28 3rd and 4th Floor, 1-8-343, Queens Plaza, S. P. Road Hyderabad 500 003
29 S. No. 203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District Hyderabad 500 019
30 Wipro SEZ, S. No. 203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District Hyderabad 500 019
31 Plot No. 2, MIDC, Rajeev Gandhi Infotech Park-1, Hingewadi (two facilities) Pune 411 027
32 Wipro SEZ, Plot No.31, MIDC, Rajeev Gandhi Infotech Park-2, Hingewadi Pune 411 027
33 146/147, Mettagalli Industrial Area, Mettagalli Mysore 570 016
34 No. 480-481, Udyog Vihar, Phase-III, Gurgoan Haryana 122 015
35 Plot No. 1, 7, 8 & 9, Block-DM, Sector-V, Saltlake Kolkata 700 091
36 Plot No. 2 (P), IDCO Info City, Industrial Estate Chandaka Bhubaneswar 751 022
37 2nd , 3rd, 4th Floor, Spectra Building, Hiranandani Garderns, Powai (WBPO) Mumbai 400 076
38 3rd Floor CIDCO Building, Belapur Railway Station Complex (WBPO) Navi Mumbai 400 614
39 237, 238 and 239 Okhla Industrial Estate, Phase-III (WBPO) New Delhi 100 020
40 Wipro SEZ, Plot No. 2, 3 & 4, Knowledge Park, Greater Noida, UP Greater Noida
38
WIPRO LIMITED
Sl. No. Address City
41 SDF No. E-13 & 14, Noida SEZ Noida 682 037
42 185, Kings Court, Kings Road, Reading RG 14 EX United Kingdom
43 Chrysler Building, 6th Floor, 1 Riverside Drive West, Windsor ONN5A5K4 Canada
44 Web Campus, Kaistrasse, 101 Kiel 24114 Germany
45 Frykdalsbacken 12-14, Stockholm Sweden
46 C/o. Trust Corporation, Splaiul Independentei, Near 319C, Sector 6, Bucharest Romania
47 Yokohama Landmark Tower 9F # 911A, Minato-Mirai, Nishi-ku, Yokohama, Kanagawa Japan
48 Unit 1518, Building 1, Shanghai Pudong Software Part, Shanghai China
49 Unit A202, Information Center, Zhongguancun Software Park, Hai Dian District, Beijing China
50 Level-6, 80, George Street, Paramatta NSW, Australia
51 P O Box No.12, Dist. Jalgaon Amalner 425 401
52 L-8, MIDC, Waluj Aurangabad 431 136
53 A-28, Thattanchavady Industrial Estate Pondicherry 560 058
54 120/1, Vellancheri, Guduvanchery 603 202
55 Plot No. 4, Anthrasanahalli Industrial Area Tumkur 572 106
56 9A/10B, Peenya Industrial Area Bangalore
57 Plot No. 226C/226D, Industrial Development Area, APIIC, Andhra Pradesh Hindupur 515 211
58 Plot C-1, SIPCOT Industrial Park, Irrungattukottai, Sriperumbadur Taluk, Kancheepuram Dist. Chennai 602 105.
59 Plot No. 5, Industrial Area Katha, Bhatoli Kalan, P.O. Baddi, Tehsil Nalagarh Solan
CORPORATE GOVERNANCE COMPLIANCE CERTIFICATE
To the Members of Wipro Limited
I have examined all the relevant records of Wipro Limited for the purpose of certifying compliance of the conditions of the Corporate
Governance under Clause 49 of the Listing Agreement with the Stock Exchanges for the financial year ended March 31, 2008. I have
obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of
certification.
The compliance of conditions of corporate governance is the responsibility of the Management. My examination was limited to the
procedure and implementation process adopted by the Company for ensuring the compliance of the conditions of the corporate
governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.
In my opinion and to the best of my information and according to the explanations given to me, I certify that the Company has
complied with all the mandatory conditions of Corporate Governance as stipulated in the said Listing Agreement. However, with
regards to Sl. No. (1) of Annexure 1D of Non-Mandatory requirement, some of the independent Directors have completed a tenure
of 9 years and as regards Sl. No. (3), the Company has displayed its quarterly and half yearly results on its web site and published the
results in widely circulated newspapers, instead of sending the half yearly results to each household of the shareholders in the financial
year 2007-08.
(V. Sreedharan)
Bangalore, May 26, 2008 Practising Company Secretary
FCS 2347; C.P. No. 833
39
ABRIDGED FINANCIAL STATEMENTS - WIPRO LIMITED
AUDITORS’ REPORT ON ABRIDGED FINANCIAL STATEMENTS
To the Members of WIPRO LIMITED
We have examined the abridged balance sheet of Wipro Limited (“the Company”) as at 31 March 2008, the abridged profit
and loss account and the cash flow statement for the year ended on that date, together with the notes thereon.
These abridged financial statements have been prepared by the Company pursuant to Rule 7A of the Companies (Central
Government’s) General Rules and Forms, 1956 and are based on the accounts of the Company for the year ended 31 March
2008 prepared in accordance with Schedule VI to the Companies Act, 1956 and covered by our report dated April 18, 2008
to the members of the Company which report is attached. In our report dated April 18, 2008, without qualifying our opinion,
we drew attention to Note 10 of the Notes to Accounts that has been reproduced as Note 2 of the Notes to the Abridged
Accounts.
for BSR & Co.

Chartered Accountants
Zubin Shekary
Partner
Membership No.: 48814
Bangalore
June 12, 2008
40
AUDITORS’ REPORT
To the Members of WIPRO LIMITED
We have audited the attached balance sheet of Wipro Limited (“the Company”) as at 31 March 2008 and the profit and loss
account and cash flow statement for the year ended on that date, annexed thereto. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
Without qualifying our opinion, we draw attention to Note 10 of the Notes to Accounts that relates to an alternative
interpretation of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase
Scheme) Guidelines, 1999 as amended. If the Company were to amortize the cost on an accelerated basis, profit before taxes
for the year ended March 31, 2008 would have been lower by Rs. 218 million. Similarly, the profit before taxes for the year
ended March 31, 2007 would have been lower by Rs. 348 million.
1. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditors Report)
Amendment Order, 2004 (“the Order”), issued by the Central Government in terms of Section 227 (4A) of the Companies
Act, 1956 (“the Act”), we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said
Order.
2. Further to our comments in paragraph 1 above, we report that:
a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary
for the purposes of our audit;
b) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from
our examination of those books;
c) the balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the
books of account;
d) in our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply
with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;
e) on the basis of written representations received from the directors as on 31 March 2008, and taken on record by the
Board of Directors, we report that none of the directors is disqualified as at 31 March 2008 from being appointed as
a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and
f) in our opinion and to the best of our information and according to the explanations given to us, the said accounts
give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted in India:
i. in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2008;
ii. in the case of the profit and loss account, of the profit of the Company for the year ended on that date; and
iii. in the case of cash flow statement, of the cash flows for the year ended on that date.
for BSR & Co.

Zubin Shekary
Partner
Bangalore
18 April 2008
41
Annexure referred to in our report to the members of Wipro Limited (“the Company”) for the year ended 31 March 2008
1. a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified in a
phased manner over a period of three years. In our opinion, the periodicity of physical verification is reasonable having
regard to the size of the Company and the nature of its assets. In accordance with the phased programme of verification,
certain fixed assets were verified during the year and no material discrepancies were noticed on such verification.
c) The fixed assets disposed of during the year were not substantial, and therefore, do not affect the going concern
assumption.
2. a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of
such verification is reasonable.
b) The procedures for the physical verification of inventories followed by the management are reasonable and adequate
in relation to the size of the Company and the nature of its business.
c) The Company maintains proper records of inventory. The discrepancies noticed on physical verification between
the physical stocks and the book records were not material.
3. According to the information and explanations given to us, we are of the opinion that there are no companies, firms or
other parties covered in the register required under section 301 of the Companies Act, 1956. Accordingly, paragraph
4(iii) of the Order is not applicable.
4. In our opinion and according to the information and explanations given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business with regards to purchase of inventories
and fixed assets and with regard to sale of goods and services. We have not observed any major weakness in the internal
control system during the course of the audit.
5. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements
the particulars of which need to be entered into the register maintained under Section 301 of the Companies Act, 1956.
6. The Company has not accepted any deposits from the public.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
8. We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central
Government under Section 209(1)(d) of the Companies Act, 1956 for maintenance of cost records in respect of Vanaspati,
Toilet soaps, Lighting products and Mini computers/Microprocessor based system and Data communication system and
are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not,
however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
9. a) According to the information and explanations given to us and on the basis of the examination of the records of the
Company, the Company has been generally regular in depositing the undisputed statutory dues including Provident
Fund, Income tax, Sales tax, Excise duty, Wealth tax, Investor Education and Protection Fund, Customs duty,
Service tax, Entry tax, Cess and other applicable statutory dues with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of Provident
Fund, Income tax, Wealth tax, Sales tax, Excise duty, Customs duty, Service tax, Entry tax and other applicable
statutory dues were outstanding as at 31 March 2008 for a period of more than six months from the date they
became payable. There were no dues on account of cess under Section 441A of the Companies Act, 1956 since the
date from which the aforesaid section comes into force has not yet been notified by the Central Government.
42
b) Following are the details of the disputed Income tax, Wealth tax, Excise duty, Customs duty and Sales tax that have
not been paid to the concerned authorities :
Name of the Statute Nature of dues Amount unpaid Assessment year Forum where dispute is
(Rs. Mn) pending
Income Tax Income Tax 7 2004-05 Income Tax Appellate Tribunal
Act, 1961
Central Excise Excise duty 30 1989-90 to Assistant Commissioner of Customs
Act, 1944 2004-05 and Excise/Deputy Commissioner of
Customs and Excise
Excise duty 63 1986-87 to CESTAT (Tribunal)/Commissioner
2004-05 of Customs and Excise (Appeals)/
Settlement Commission
Customs Act, 1957 Customs duty 85 1992-93 to Assistant commissioner of Customs
2005-06 and Excise/CESTAT
Customs Duty 40 1990-91 to Supreme Court
1998-99
Sales Tax Act, 1956 Sales Tax 176 1986-87 to First Appellate Authority
2005-06
Sales Tax 38 1987-88 to Tribunal/Deputy Commissioner of
2005-06 Sales Tax/Assistant Commissioner of
Sales Tax/Assistant Appellate
Commissioner
In respect of income-tax demands aggregating Rs. 11,127 million for the financial years ended 31 March 2001, 2002, 2003
and 2004, primarily on account of denial of deduction claimed by the Company under Section 10A of the Income-tax Act,
1961, the Company has received favourable orders from the appellate authorities vacating the demands for these years. As
of 31 March 2008, the income-tax authorities have preferred appeals against these orders.
10. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses during the
financial year and in the immediately preceding financial year.
11. In our opinion and according to the information and explanations given by the management, the Company has not defaulted
in repayment of any dues to any financial institution or bank.
12. In our opinion and according to the explanations given to us, the Company has not granted loans and advances on the basis
of security by way of pledge of shares, debentures and other securities.
13. In our opinion and according to the explanations given to us, the Company is not a chit fund/nidhi/mutual benefit fund/
society.
14. According to the information and explanations given to us, the Company is not dealing or trading in shares, securities,
debentures and other investments.
15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by
others from banks or financial institutions.
16. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have
been applied for the purpose for which they were raised.
17. According to the information and explanations given to us and on an overall examination of the balance sheet of the
Company, we are of the opinion that the funds raised on short term basis have not been used for long term investment.
18. According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other
parties covered in the register required under section 301 of the Companies Act, 1956. Accordingly, paragraph 4(xviii) of the
Order is not applicable.
19. The Company did not have any outstanding debentures during the year.
20. The Company has not raised any money by public issues.
21. According to the information and explanations given to us, we report that no material fraud on or by the Company has been
noticed or reported during the course of audit.
for BSR & Co.
Zubin Shekary
Partner
Bangalore
18 April 2008
43
Statement Containing Salient Features of Balance Sheet and Profit and Loss Account etc., as per Section 219(1)(b)(iv)
ABRIDGED BALANCE SHEET
(Rs. in Million)
As at March 31,
2008 2007
I. SOURCES OF FUNDS
(1) Shareholders' funds
(a) Capital
Equity 2,923 2,918
(b) Share application money pending allotment 40 35
(c) Shares issuable 540 -
(d) Reserves and surplus
(i) Capital reserve 1,144 10
(ii) Securities premium account 25,373 24,530
(iii) Restricted stock units reserve 1,817 922
(iv) Revenue reserves 85,367 64,789
(v) Unrealised gains on cash flow hedges, net (1,097) -
(2) Loan funds
(a) Secured loans (other than debentures) 40 232
(b) Unsecured loans 38,184 2,148
Total of (1) & (2) 154,331 95,584
II. APPLICATION OF FUNDS
(1) Goodwill 427 86
(2) Fixed Assets
(a) Net block (Original cost less depreciation) 22,395 16,373
(b) Capital work-in-progress 13,350 9,895
(3) Investments
(a) Investment in subsidiary companies – Unquoted 30,442 11,988
(b) Others
(i) Quoted 14,211 31,146
(ii) Unquoted 348 353
(4) Deferred tax asset (Net) 517 466
(5) (I) Current assets, loans and advances
(a) Inventories 4,481 2,404
(b) Sundry debtors 36,466 25,439
(c) Cash and bank balances 37,321 18,492
(d) Loans and advances
(i) To subsidiary companies 16,196 2,278
(ii) To others 25,600 14,988
Less :
(II) Current liabilities and provisions
(a) Current liabilities 33,616 30,672
(b) Provisions 13,807 7,652
Net current assets (I - II) 72,641 25,277
Total of (1) to (5) 154,331 95,584
As per our report attached For and on behalf of the Board of Directors
for BSR & Co.,
Chartered Accountants Azim Premji B. C. Prabhakar Suresh C. Senapaty
Chairman Director Chief Financial Officer
Zubin Shekary & Director
Partner
Membership No. 48814
Girish S. Paranjpe Suresh Vaswani V. Ramachandran
Bangalore Joint CEO, IT Business Joint CEO, IT Business Company Secretary
June 12, 2008 & Director & Director
44
ABRIDGED PROFIT AND LOSS ACCOUNT

(Rs. in Million except share data)
For the year ended March 31,
2008 2007
I. INCOME
- Sales/services rendered (refer Annexure) 176,581 137,585
- Excise duty (1,655) (746)
NET SALES/SERVICES 174,926 136,839
- Dividend 1,403 1,671
- Interest 1,411 402
- Other income 455 614
Total 178,195 139,526
II. EXPENDITURE
Cost of goods consumed/sold
(i) Opening stock 2,175 1,312
(ii) Purchases 31,393 19,753
Less : Closing stock (4,045) (2,175)
Manufacturing expenses 2,998 1,205
Selling expenses 5,321 4,274
Salaries, wages and other employee benefits 74,079 57,645
Managerial remuneration 12 37
Interest 1,168 72
Depreciation 4,560 3,598
Auditor’s remuneration 11 9
Provisions for doubtful debts 246 267
Other expenses 25,580 21,967
Total 143,498 107,764
III. PROFIT BEFORE TAX (I-II) 34,697 31,762
IV. PROVISION FOR TAXATION 4,064 3,341
V. PROFIT AFTER TAX 30,633 28,421
VI. DIVIDEND ON EQUITY SHARES:
- Interim dividend 2,919 7,278
- Proposed dividend 5,846 1,459
- Tax on dividend 1,489 1,268
VII. TRANSFER TO RESERVES/SURPLUS 20,379 18,416
EARNINGS PER SHARE – EPS
Equity shares of par value Rs. 2/- each
Basic (in Rs.) 21.11 19.92
Diluted (in Rs.) 21.01 19.72
Number of shares for calculating EPS
Basic 1,451,127,719 1,426,966,318
Diluted 1,458,239,060 1,441,469,652
for BSR & Co.,
Partner
45
ABRIDGED CASH FLOW STATEMENT
(Rs. in Million)
Year ended March 31,
2008 2007
A. Cash flows from operating activities :
Profit before tax 34,697 31,762
Adjustments :
Depreciation and amortisation 4,560 3,598
Amortisation of stock compensation 1,101 1,005
Unrealised exchange differences - net (595) 457
Interest on borrowings 1,168 72
Dividend/interest - net (2,814) (2,073)
Profit on sale of investments (769) (658)
Gain on sale of fixed assets (172) (10)
Working capital changes :
Trade and other receivable (12,577) (5,969)
Loans and advances (18,460) (2,395)
Inventories (1,215) (917)
Trade and other payables 7,409 5,725
Net cash generated from operations 12,333 30,597
Direct taxes paid (5,174) (3,851)
Net cash generated by operating activities 7,159 26,746
B. Cash flows from investing activities :
Acquisition of property, fixed assets
plant and equipment (including advances) (12,874) (12,247)
Proceeds from sale of fixed assets 355 92
Purchase of investments (231,656) (123,595)
Proceeds on sale/from maturities on investments 250,013 122,360
Intercorporate deposits - (500)
Payments towards acquistions (464)
Investment in subsidiaries (19,151) (7,002)
Dividend/interest income received 2,502 2,073
Net cash used in investing activities (11,275) (18,819)
C. Cash flows from financing activities :
Proceeds from exercise of employee stock option 541 9,458
Share application money pending allotment 40 35
Interest paid on borrowings (803) (72)
Dividends paid (including distribution tax) (12,668) (8,914)
Repayment of borrowings/loans (192) (5,780)
Proceeds of borrowings/loans 35,991 7,658
Net cash generated by financing activities 22,909 2,385
Net increase in cash and cash equivalents during the period 18,793 10,312
Cash acquired upon amalgamation 70
Cash and cash equivalents at the beginning of the period 18,492 8,230
Effect of translation of cash balance (34) (50)
Cash and cash equivalents at the end of the period * 37,321 18,492
* Includes Rs. 7,278 Million in a restricted designated bank account for payment of interim dividend
Net assets of Rs. 1,530 million acquired pursuant to the scheme of amalgamation [refer note 20(6)] has been considered as a non
cash transaction.
for BSR & Co.,
Partner
46
NOTES TO ABRIDGED ACCOUNTS
1. The Company has designated forward contracts and compensation cost is computed under the intrinsic value
options to hedge highly probable forecasted transactions method and amortised on a straight line basis over the
based on the principles set out in International total vesting period of five years.
Accounting Standard (IAS 39) on Financial Instruments :
For the year ended March 31, 2008, the Company has
Recognition and Measurement. Until March 31, 2007,
recorded stock compensation expense of Rs. 1,101
the exchange differences on the forward contracts and
Million. The Company has been advised by external
gain/loss on such options were recognised in the profit
counsel that the straight line amortisation over the total
and loss account in the periods in which the forecasted
vesting period complies with the SEBI Employee Stock
transactions are expected to occur.
Option Scheme Guidelines 1999, as amended. However,
Effective April 1, 2007, based on the recognition and an alternative interpretation of the SEBI guidelines could
measurement principles set out in the Accounting result in amortisation of the cost on an accelerated basis.
Standard (AS) 30 on Financial Instruments : Recognition If the Company were to amortise cost on an accelerated
and Measurement, the changes in the derivative fair basis, profit after taxation for the year ended March 31,
values relating to forward contracts and options that are 2007 and 2008 would have been lower by Rs. 348 Million
designated as effective cash flow hedges are recognised and lower by Rs.218 Million respectively .This would
directly in the shareholders' funds until the hedged effectively increase the profit after taxation in later
transactions occur. Upon occurrence of the hedged periods by similar amounts. (Note 10(i) in the Notes to
transaction the amounts recognised in the shareholders' Accounts of the annual parent financial statements.)
funds would be reclassified into the profit and loss
3. The Company had received tax demands from the Indian
account along with the underlying hedged forecasted
income tax authorities for the financial years ended
transactions. In addition, the Company also designated
March 31, 2001, 2002, 2003 and 2004 aggregating to
forward contracts as hedges of equity investments in
Rs. 11,127 Million (including interest of Rs. 1,503
foreign subsidiaries. As equity investments in foreign
Million). The tax demand was primarily on account of
subsidiaries are stated at historical cost, in the standalone
denial of deduction claimed by the Company under
financial statements, these forward contracts are not
Section 10A of the Income Tax Act, 1961, in respect of
eligible for hedge accounting in the standalone financial
profits earned by its undertakings in Software Technology
statements. Consequently, the changes in the fair value
Park at Bangalore. The Company had appealed against
of such forward contracts amounting to a loss of Rs. 495
these demands. In March 2006, the first appellate
Million have been recognised in profit and loss account
authority vacated the tax demands for the years ended
in the standalone financial statements.
March 31, 2001 and 2002.
As of March 31, 2007, the Company had forward/option
In March 2007 and July 2007, the first Income tax
contracts to sell USD 87 Million and as of March 31,
appellate authority upheld the deductions claimed by
2008, the Company has forward/option contracts to sell
the Company under Section 10A of the Act, which
USD 2,497 Million, GBP 84 Million, Euro 24 Million
vacates a substantial portion of the demand for the years
and JPY 7,682 Million relating to highly probable
ended March 31, 2003 and 2004.
forecasted transactions. In addition, the Company had
forward contracts to sell USD 281 Million and EUR 65 The income tax authorities have filed an appeal against
Million as of March 31, 2008 relating to net investments the above order.
in non-integral foreign operations. As of March 31, 2008
Considering the facts and nature of disallowance and the
the Company has recognized mark-to-market losses of
order of the appellate authority upholding the claims of
Rs. 1,097 Million relating to forward contracts/options
the Company for earlier years, the Company believes
that are designated as effective cash flow hedges.
that the final outcome of the above disputes should be
As of March 31, 2007, the Company had undesignated in favour of the Company and there should not be any
forward/option contracts to sell USD 165 Million, GBP material impact on the financial statements. (Note 11 in
123 Million, Euro 23 Million and as of March 31, 2008, the Notes to Accounts of the annual parent financial
the Company had undesignated forward/option contracts statements.)
to sell USD 414 Million, GBP 58 Million and EUR 39
4. In September 2007, the Company through its subsidiaries
Million. The mark-to-market gain/(losses) on such contracts
acquired 100% equity of Infocrossing, Inc. (Infocrossing),
have been recognized in the profit and loss account. (Note
a US-based provider of IT infrastructure management,
4 in the Notes to Accounts of the annual parent financial
enterprise application and business process outsourcing
statements).
services for a purchase consideration of USD 436 Million.
2. The Company has been granting restricted stock units This acquisition of Infocrossing broadens the data center
(RSUs) since October 2004. The RSUs generally vest in and mainframe capabilities to uniquely position the
a graded manner over a five year period. The stock Company in the remote infrastructure management space.
47
In August 2007, the Company through its subsidiaries amalgamation, the Company will issue 968,803 fully-paid
acquired 100 % equity of Unza Holdings. (Unza), a equity shares with a market value as on April 1, 2007 of Rs.
Singapore-based FMCG for purchase consideration of USD 540 Million as consideration to a controlled trust for the
246 Million. Unza is one of South East Asia’s, largest benefit of Wipro Inc. The excess of net assets acquired over
independent manufacturer and marketer of personal care consideration paid amounting to Rs. 91 Million has been
products, and has operations in over 40 countries. This recognised in general reserve of Wipro Limited. (Note 6 in
acquisition would significantly increase the Company’s the Notes to Accounts of the annual parent financial
market size and provide significant synergy in terms of statements.)
access of common vendors, formulation and brands.
6. Estimated amount of contracts remaining to be executed
(Note 5 in the Notes to Accounts of the annual parent
on capital accounts and contingent liabilities
financial statements.)
Particulars As of March 31,
5. Pursuant to the scheme of amalgamation approved by the
Honourable High Courts of Karnataka and Andhra Pradesh, 2008 2007
Wipro Infrastructure Engineering Limited (‘WIN’),
Estimated amount of contracts
Quantech Global Services Limited (‘Quantech’) and Wipro
remaining to be executed on Capital
Healthcare IT Limited (‘WHCIT’), wholly owned
account and not provided for 7,166 2,854
subsidiaries of the Company, have been merged with the
Company with retrospective effect from Contingent liabilities in respect of :
April 1, 2007, the Appointed Date. In accordance with (a) Disputed demands for excise
the scheme of amalgamation approved by the courts, duty, customs duty, income tax,
the excess of net assets acquired over carrying value of sales tax and other matters. 333 2,942
investments in WIN of Rs. 1,134 Million has been
credited to capital reserves of Wipro Limited. The excess (b) Performance and financial
of the investment carrying value over net asset acquired guarantees given by the Banks
for WHCIT and Quantech of Rs. 259 Million has been on behalf of the Company 3,751 3,013
debited to general reserve of Wipro Limited. (Note 14 in the Notes to Accounts of the annual parent
Had the scheme, not prescribed this treatment, an financial statements)
amount of Rs. 281 Million would have been credited to 7. The Company has not received any intimation from the
securities premium account and Rs. 853 Million to suppliers regarding status under the Micro, Small and
General reserve as required by the method prescribed Medium Enterprises Development Act, 2006 (the Act)
by Accounting Standard 14 on Accounting for and hence disclosure regarding :
Amalgamation issued by the Institute of Chartered
Accountants of India. a) Amount due and outstanding to suppliers as at the
end of the accounting year;
Pursuant to the scheme of amalgamation approved by
the Honourable High Court of Karnataka and High Court b) Interest paid during the year;
of Judicature at Bombay, the Company has merged
c) Interest payable at the end of the accounting year;
mPower Software Services India Private Limited
(‘mPower’), mPact Technology Service Private Limited d) Interest accrued and unpaid at the end of the
(‘mPact’) and cMango India Private Limited (‘cMango’) accounting year, has not been provided.
with the Company retrospectively from April 1, 2007,
The Company is making efforts to get the confirmations
the Appointed Date. mPower, mPact and cMango were
from the suppliers as regards their status under the act.
fully held by Wipro Inc., which in turn is a wholly owned
(Note 16 in the Notes to Accounts of the annual parent
subsidiary of the Company. Pursuant to the scheme of
financial statement).
48
8. The list of subsidiaries, associates, trust and entities controlled by directors is given below. (Note 21 in the Notes to
Accounts of the annual parent financial statements.)
Direct Subsidiaries Step Subsidiaries Country of
Incorporation
Wipro Inc. USA
Enthink Inc. USA
Infocrossing Inc USA
Infocrossing EAS, Inc. USA
Infocrossing Services, Inc. USA
Infocrossing West, Inc. (A) USA
Infocrossing Healthcare
Services, Inc. USA
Infocrossing, LLC, (A) USA
Infocrossing iConnection, Inc. USA
cMango Pte. Limited Singapore
Wipro Japan KK Japan
Wipro Shanghai Limited China
Wipro Trademarks Holding Limited India
Cygnus Negri Investments
Private Limited India
Wipro Travel Services Limited India
Wipro Consumer Care Limited India
Wipro Holdings (Mauritius) Limited Mauritius
Wipro Holdings UK Limited UK
Wipro Technologies
UK Limited UK
BVPENTE
Beteiligungsverwaltung GmbH Austria
New Logic Technologies GmbH Austria
NewLogic Technologies SARL France
3D Networks FZ-LLC Dubai
3D Networks (UK) Limited UK
Wipro Cyprus Private Limited Cyprus
Wipro Technologies
S.A DE C.V Mexico
Wipro BPO
Philippines Ltd. Inc. Philippines
Wipro Holdings Hungary
Korlátolt Felelõsségû Társaság Hungary
Wipro Arabia Limited (a) Dubai
RetailBox BV Netherlands
Enabler Informatica SA Portugal
Enabler France SAS France
Enabler UK Ltd. UK
Enabler Brasil Ltd. Brazil
Enabler & Retail
Consult GmbH Germany
Wipro Technologies
Limited, Russia Russia
49

Incorporation
Wipro Technologies OY
(formerly Saraware OY) Finland
Wipro Infrastructure
Engineering AB (formerly
Hydrauto Group AB) Sweden
Engineering OY (formerly
Hydrauto OY Ab Pernion) Finland
Hydrauto Celka San ve Tic Turkey
Wipro Technologies SRL Romania
Wipro Singapore Pte. Limited Singapore
Unza Holdings Limited (A) Singapore
Wipro Technocentre
(Singapore) Pte. Limited Singapore
Wipro Australia Pty. Limited Australia
3D Networks Pte. Limited Singapore
Planet PSG Pte. Limited Singapore
Planet PSG SDN BHD Malaysia
Spectramind Inc. USA
Wipro Chandrika Limited (b) India
WMNETSERV Limited Cyprus
WMNETSERV (UK) Ltd. UK
WMNETSERV INC. USA
All the above subsidiaries are 100% held by the Company except the following :
a) 66.67% held in Wipro Arabia Limited
b) 90% held in Wipro Chandrika Limited
50
(A) Step Subsidiary details of Infocrossing West, Inc., Infocrossing, LLC, and Unza Holdings Limited are as follows :
Step Subsidiaries Step Subsidiaries Country of

Incorporation
Infocrossing Services West, Inc. USA

Infocrossing Services
Southeast, Inc. USA
Unza Company Pte. Ltd. Singapore
Unza Indochina Pte. Ltd. Singapore
Unza Vietnam Co. Ltd. Vietnam
Unza Cathay Ltd. Hong Kong
Unza China Ltd. Hong Kong
Dongguan Unza Consumer
Products Ltd. China
PT Unza Vitalis Indonesia
Unza Thailand Limited Thailand
Unza Overseas Ltd. British virgin
islands
Unza Africa Limited Nigeria
Unza Middle East Ltd. British virgin
islands
Unza International Limited British virgin
islands
Positive Equity Sdn Bhd Malaysia
Unza Nusantara Sdn Bhd Malaysia
Unza Holdings Sdn Bhd Malaysia
Unza Malaysia Sdn Bhd Malaysia
UAA Sdn Bhd Malaysia
Manufacturing Services Sdn Bhd Malaysia
Shubido Pacific Sdn Bhd Malaysia
Gervas Corporation Sdn Bhd Malaysia
Gervas (B) Sdn Bhd Malaysia
Formapac Sdn Bhd Malaysia
Name of the Related Party Nature % of holding Country of

Incorporation
Wipro Equity Reward Trust Trust Fully controlled trust India
Wipro GE Healthcare
Private Limited Associate 49% India
Azim Premji Foundation Entity controlled by Director
Hasham Premji
(partnership firm) Entity controlled by Director
Azim Premji Chairman and Managing Director
Rishad Premji Relative of the director
51
During the year ended March 31, 2008 a relative of the Chairman of the Company, has been appointed to an office or place of profit
after obtaining special resolution of the shareholders. The Company has obtained the approval of the Central Government under
Section 314(1B) of the Companies Act, 1956.
The Company has the following related party transactions :
Transaction/Balances Subsidiaries/Trusts Associates Entities controlled Directors/Key
by Directors Management
Personnel
2008 2007 2008 2007 2008 2007 2008 2007

Sales of services 2,445 2,576
Sale of goods 153 19 19 34 4 3
Purchase of services 656 621 1 1
Purchase of fixed assets 194
Others 7 7
Payments to
non-executive directors :
Dr. Ashok Ganguly 1 1
Narayan Vaghul 1 2
Dr. Jagdish N. Sheth 2 2
P. M. Sinha 1 1
B. C. Prabhakar 1 1
Bill Owens 3 3
Payments to key
management personnel
and their relatives 14 37
Balances as on March 31,
Receivables 17,764 2,092 40 5
Payables 549 87 40
The following are the significant transactions during the year ended March 31, 2008 and 2007 :
Name of the entity Sale of services Sale of goods Purchase of Purchase of
services fixed services
2008 2007 2008 2007 2008 2007 2008 2007
Wipro Inc. 2,078 2,449 101 107
Engineering Limited 15
Wipro Japan KK 228 200
Wipro Shanghai 105 96
Wipro Technologies
UK Limited 15 166
3D Networks (UK) Ltd. 153 4
Wipro GE Healthcare
Private Limited 19 29
WeP Peripherals
Limited* 5 194
52
Name of the entity Sale of services Sale of goods Purchase of Purchase of

services fixed services
2008 2007 2008 2007 2008 2007 2008 2007
Azim Premji Foundation 3 1
WMNETSERV Limited 211
Enabler Informatica SA 60 153
NewLogic
Technologies SARL 54 21
* WeP Peripherals ceased to be an associate with effect from January 1, 2007. Transactions with WeP Peripherals are given
above till the date the same ceased to be an associate.
9. As at March 31, 2007 and 2006, the aggregate market value of quoted investments are Rs. 14,702 Million and Rs. 31,715
Million respectively.
10. The following are the details on licensed and installed capacity (Note (i) & (ii) in Additional Information Pursuant to the
provisions of Part II of Schedule VI in the Notes to Accounts of the annual parent financial statements).
i) Licensed/ registered/ installed capacities
Unit Licensed Capacity** Installed capacity @
March 31, March 31, March 31, March 31,
2008 2007 2008 2007
Vanaspati/Hydrogenated oils TPA* NA NA 45,000 45,000
Toilet Soaps TPA* NA NA 60,930 60,930
Leather shoe uppers 000s NA NA 750 750
Fatty acids TPA* NA NA 68,650 20,000
Glycerine TPA* NA NA 1,800 1,800
General lighting systems lamps 000s NA NA 112,700 80,000
Tube light shells 000s NA NA - 12,694
Fluorescent tube lights 000s NA NA 28,300 10,694
Compact flourescent lamps 000s NA NA 14,050 7,400
Mini computers/micro processor based
systems and data communication
systems NPA# NA NA 391,200 180,000
Hydraulic and Pneumatic tubes NPA# NA NA 609,120 -
Tipping Gear systems NPA# NA NA 35,000 -
@ Installed capacities are as per certificate given by management on which auditors have relied.
* TPA indicates tons per annum
# NPA indicates nos. per annum
** The Company is exempt from the licensing provisions of the Industries (Development Regulation) Act, 1951.
53
ii) Production
Unit March 31, 2008 March 31, 2007
Quantity Quantity
Mini computers/micro processor based systems and
data communication systems Nos. 204,696 162,007
Toilet soaps Tons 47,796 42,425
Vanaspati/hydrogenated oils Tons 5,233 5,721
Shoe uppers 000s 214 206
Fluorescent tube lights 000s 8,543 9,753
Fatty acids Tons 28,951 22,834
Glycerine Tons 789 882
Hydraulic and pneumatic tubes Nos. 457,824 -
Tipping Gear systems Nos. 27,064 -
11. Important Ratios

Ratio 2008 2007
Sales to total assets ratio 0.87 1.03
Operating profit/capital employed ratio 21% 30%
Return on net worth 26% 30%
PAT to sales ratio 18% 21%
Annexure
Salient features of additional information on the profit and loss account for the year ended March 31, 2008 and 2007
The details of sales in quantity and value are given below :
Particulars Unit March 31, 2008 March 31, 2007
Quantity Rs. in Mn. Quantity Rs. in Mn.
Software Services 125,697 99,284
Mini computer/micro processor based System and
data communication Systems Nos. 204,899 23,319 155,363 15,283
IT Enabled Services 10,581 9,391
Toilet soaps* Tons 46,437 5,023 42,437 4,000
Lighting Products** 3,371 2,709
Others 8,590 6,918
Total 176,581 1,37,585
Less : Excise Duty 1,655 746
Total 174,926 1,36,839
* Including Samples and shortage.

** It is not practicable to give quantitative information in the absence of common expressible unit.
54
ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART IV OF SCHEDULE VI TO THE
COMPANIES ACT, 1956
BALANCE SHEET ABSTRACT AND THE COMPANY’S GENERAL BUSINESS PROFILE
I. Registration Details
Registration No. 20800 State Code 08
Balance Sheet Date 31st March 2008
II. Capital raised during the year (Rs. in Million)

Public issue Nil
Rights issue Nil
Bonus issue Nil
Issue of shares on exercise of
Employee Stock Options 454.40
American Depository Offering 121.15
III. Position of mobilisation of and

deployment of funds (Rs. in Million)
Total Liabilities 154,331 Total Assets 154,331

Sources of funds Application of Funds
Paid-up capital 2,923 Goodwill 427
Share application money pending Net Fixed Assets 35,745
allotment 40 Investments 45,001
Share issuable 540 Deferred tax assets 517
Reserves and Surplus 112,604 Net Current Assets 72,641
Secured Loans 40
Unsecured Loans 38,184
IV. Performance of the Company (Rs. in Million)

Turnover 178,195
Total Expenditure 143,498
Profit before Tax 34,697
Profit after Tax 30,633
Earnings per share (basic) 21.11
Dividend 300%
V. Generic names of three principal products/services of the Company (as per monetary terms)
i) Item code no (ITC Code) 84713010
Product description Personal Computer
ii) Item code no (ITC Code) 85249113
Product description I.T. Software
iii) Item code no (ITC Code) 15162011
Product description Vegetable fats and oils (Edible Grade)
For and on behalf of the Board of Directors
Azim Premji B. C. Prabhakar Dr. Jagdish N. Sheth Suresh C. Senapaty

Chairman Director Director Chief Financial Officer
& Director

April 18, 2008 Director Director
55
CONSOLIDATED FINANCIAL STATEMENTS OF WIPRO LIMITED AND SUBSIDIARIES
AUDITORS’ REPORT TO THE BOARD OF DIRECTORS ON THE CONSOLIDATED FINANCIAL STATEMENTS
OF WIPRO LIMITED AND ITS SUBSIDIARIES
We have audited the attached consolidated balance sheet of Wipro Limited (‘the Company’) and subsidiaries (collectively called
‘the Wipro Group’) as at March 31, 2008, the consolidated profit and loss account and the consolidated cash flow statement for the
quarter and year ended on that date, annexed thereto. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
We report that the consolidated financial statements have been prepared by the Company’s management in accordance with the
requirements of Accounting Standard (AS) 21, Consolidated Financial Statements and Accounting Standard (AS) 23, Accounting
for Investments in Associates in Consolidated Financial Statements, as specified in Rule 3 of the Companies (Accounting Standards)
Rules, 2006.
Without qualifying our opinion, we draw attention to Note 11 of the Notes to Accounts that relates to an alternative interpretation
of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 as amended. If the Company were to amortise the cost on an accelerated basis, profit after taxation for the quarter and year
ended March 31, 2008 would have been lower by Rs. 41 million and Rs. 231 million respectively. Similarly, profit after taxation for
the quarter and year ended March 31, 2007 would have been lower by Rs. 83 million and Rs. 348 million respectively.
In our opinion and to the best of our information and acccording to the explanations given to us, the said accounts give a true and
fair view in confirmity with the accounting principles generally accepted in India :
(a) in the case of the consolidated balance sheet, of the state of affairs of the Wipro Group as at March 31, 2008;
(b) in the case of the consolidated profit and loss account, of the profit of the Wipro Group for the quarter and year ended on that
date; and
(c) in the case of the consolidated cash flow statement, of the cash flows of the Wipro Group for the quarter and year ended on
that date.
for BSR & Co.

Zubin Shekary
Partner
Bangalore
April 18, 2008
56
CONSOLIDATED BALANCE SHEET
(Rs. in Million)
As of March 31,
SOURCES OF FUNDS Schedule 2008 2007
Shareholders’ Funds
Share capital 1 2,923 2,918
Shares issuable (Refer Note 19(6)(ii)) 540
Shares issuable to controlled trust (Refer Note 19(6)(ii)) (540) - -
Reserves and surplus 2 113,991 93,042
116,954 95,995
Loan Funds
Secured loans 3 2,072 1,489
Unsecured loans 4 42,778 2,338
44,850 3,827
Minority Interest 116 30
161,920 99,852
APPLICATION OF FUNDS
Fixed Assets
Goodwill [Refer Note 19{5 & 6(i),(ii),(iii)}] 42,209 9,477
Gross block 5 56,280 37,287
Less : Accumulated depreciation 28,067 18,993
Net block 28,213 18,294
Capital work-in-progress and advances 13,370 10,191
83,792 37,962
Investments 6 16,022 33,249
Deferred Tax Asset (Net) 529 591
Current Assets, Loans and Advances
Inventories 7 6,664 4,150
Sundry debtors 8 40,453 29,007
Cash and bank balances 9 39,270 19,822
Loans and advances 10 29,610 17,454
115,997 70,433
Less : Current Liabilities and Provisions
Liabilities 11 39,890 34,350
Provisions 12 14,530 8,033
54,420 42,383
Net Current Assets 61,577 28,050
161,920 99,852
Notes to Accounts 19
The schedules referred to above form an integral part of the consolidated balance sheet
for BSR & Co.,
Chartered Accountants Azim Premji B. C. Prabhakar Dr. Jagdish N. Sheth Suresh C. Senapaty
Partner
57
CONSOLIDATED PROFIT AND LOSS ACCOUNT (Rs. in Million except share data)
Schedule 2008 2007
INCOME
Gross sales and services 201,451 151,330
Less : Excise duty 1,655 1,348
Net sales and services 199,796 149,982
Other income 13 4,174 2,732
203,970 152,714
EXPENDITURE
Cost of sales and services 14 140,244 102,420
Selling and marketing expenses 15 14,216 9,547
General and administrative expenses 16 10,750 7,635
Interest 17 1,690 124
166,900 119,726
PROFIT BEFORE TAXATION 37,070 32,988
Provision for taxation including fringe benefit tax 4,550 3,868
PROFIT BEFORE MINORITY INTEREST/
SHARE IN EARNINGS OF ASSOCIATES } 32,520 29,120
Minority interest (24) 6
Share in earnings of associates 333 295
PROFIT FOR THE PERIOD 32,829 29,421
Appropriations
Interim dividend 2,919 7,238
Proposed dividend 5,846 1,459
Tax on dividend 1,489 1,268
TRANSFER TO GENERAL RESERVE 22,575 19,456
EARNINGS PER SHARE - EPS
Equity shares of par value Rs. 2/- each
Basic (in Rs.) 22.62 20.62
Diluted (in Rs.) 22.51 20.41
Number of shares for calculating EPS
Basic (Refer Note 19(14)) 1,451,127,719 1,426,966,318
Diluted (Refer Note 19(14)) 1,458,239,060 1,441,469,652
Notes to Accounts 19
The schedules referred to above form an integral part of the consolidated profit and loss account
for BSR & Co.,
Partner
58
CONSOLIDATED CASH FLOW STATEMENT (Rs. in Million)
2008 2007
A. Cash flows from operating activities:
Profit before tax 37,070 32,988
Adjustments :
Depreciation and amortization 5,359 3,978
Amortisation of stock compensation 1,166 1,078
Unrealised exchange differences - net (595) 457
Interest on borrowings 1,690 125
Dividend/interest - net (2,802) (2,118)
(Profit)/Loss on sale of investments (771) (588)
Gain on sale of fixed assets (174) (10)
Working capital changes :
Trade and other receivable (11,885) (7,358)
Loans and advances (5,157) (283)
Inventories (1,565) (1,120)
Trade and other payables 6,182 5,156
Net cash generated from operations 28,518 32,305
Direct taxes paid (5,459) (4,252)
Net cash generated by operating activities 23,059 28,053
B. Cash flows from investing activities :
Acquisition of property, fixed assets
plant and equipment (including advances) (14,226) (13,005)
Proceeds from sale of fixed assets 479 149
Purchase of investments (231,684) (123,579)
Proceeds on sale/from maturities on investments 250,013 122,042
Intercorporate deposit 150 (650)
Net payment for acquisition of businesses (32,790) (6,608)
Dividend/interest income received 2,490 2,118
Net cash generated by/(used in) investing activities (25,568) (19,533)
C. Cash flows from financing activities :
Proceeds from exercise of employee stock option 541 9,458
Interest paid on borrowings (1,690) (125)
Dividends paid (including distribution tax) (12,632) (8,875)
Repayment of borrowings/loans (74,970) (5,915)
Proceeds of borrowings/loans 110,641 7,882
Proceeds from issuance of shares by subsidiary 55 35
Net cash generated by/(used in) financing activities 21,985 2,495
Net (decrease)/increase in cash and
cash equivalents during the period 19,476 11,015
Cash and cash equivalents at the beginning of the period 19,822 8,858
Effect of translation of cash balance (28) (51)
Cash and cash equivalents at the end of the period 39,270 19,822
for BSR & Co.,
Partner
59
CONSOLIDATED BALANCE SHEET (Rs. in Million, except share data)
As of March 31,
2008 2007
SCHEDULE 1 SHARE CAPITAL
Authorised capital
1,650,000,000 (2007: 1,650,000,000) equity shares of Rs. 2 each 3,300 3,300
25,000,000 (2007: 25,000,000) 10.25% redeemable
cumulative preference shares of Rs. 10 each 250 250
3,550 3,550
Issued, subscribed and paid-up capital
1,461,453,320 (2007: 1,458,999,650) equity shares of Rs. 2 each [Refer Note 19 (2)] 2,923 2,918
2,923 2,918
As of March 31,
2008 2007
SCHEDULE 2 RESERVES AND SURPLUS

Capital reserve
Balance brought forward from previous period 47 47
Additions during the year (Refer Note 19(6)(i)) 1,097 -
1,144 47
Securities premium account
Balance brought forward from previous period 24,530 14,378
Add : Exercise of stock options by employees 843 10,152
25,373 24,530
Translation reserve
Balance brought forward from previous period (247) (111)
Movement during the period 237 (136)
(10) (247)
Restricted stock units reserve
Employee Stock Options Outstanding 5,023 5,273
Less : Deferred Employee Compensation Expense 3,206 4,351
1,817 922
General reserve
Additions [Refer Note 19 (3)] 18,974 19,433
86,764 67,790
Unrealised gains/(losses) on cash flow hedges, net (1,097) -
Summary of reserves and surplus
Additions 22,046 29,976
Deletions (1,097) (136)
113,991 93,042
60
CONSOLIDATED BALANCE SHEET (Rs. in Million)
As of March 31,
2008 2007
SCHEDULE 3 SECURED LOANS

Term loans1 513 674
Cash credit facilities1 535 791
Finance lease obligation 1,024 24
2,072 1,489
1
Term loans and cash credit facility are secured by hypothecation of
stock-in-trade, book debts, immovable/movable properties and other assets.
(Rs. in Million)
As of March 31,
2008 2007
SCHEDULE 4 UNSECURED LOANS

External Commercial Borrowings 14,070 -
Borrowing from banks 28,368 2,240
Loan from financial institutions 245 52
Interest free loan from State Governments 41 46
Others 54 -
42,778 2,338
61
CONSOLIDATED BALANCE SHEET
62
SCHEDULE 5 FIXED ASSETS
(Rs. in Million)
PARTICULARS GROSS BLOCK ACCUMULATED DEPRECIATION NET BLOCK
2
As on Additions Deductions/ As on As on Depreciation Deductions/ As on As on As on
April 1, Adjustments3 March 31, April 1, for the Adjustments2 March 31, March 31, March 31,
2007 2008 2007 period 2008 2008 2007
(a) Tangible fixed assets
Land (including leasehold) 2,170 614 40 2,744 2 1 5 8 2,736 2,168
Buildings 6,198 3,865 63 10,000 669 181 388 1,238 8,762 5,529
4
Plant & machinery 21,125 10,100 196 31,029 14,072 3,929 2,161 20,162 10,867 7,053
Furniture, fixture and equipments 4,180 3,216 94 7,302 2,806 695 867 4,368 2,934 1,374
Vehicles 1,830 996 260 2,566 989 456 (29) 1,416 1,150 841
(b) Intangible fixed assets
Technical know-how 330 29 - 359 329 2 14 345 14 1
Patents, trade marks and rights 1,454 909 83 2,280 126 95 309 530 1,750 1,328
37,287 19,729 736 56,280 18,993 5,359 3,715 28,067 28,213 18,294
Previous year - March 31, 2007 24,816 12,743 272 37,287 12,910 3,979 2,104 18,993 18,294
2
Additions include Gross Block of Rs. 8,106 million and adjustments include Accumulated depreciation of Rs. 3,951 million in respect of assets of entities acquired during the
period.
3
Adjustments include effect of foreign exchange translation.
4
Plant and machinery includes computers and computer software.
As of March 31,
2008 2007
SCHEDULE 6 INVESTMENTS
Investments Long Term - unquoted
Investment in Associates
Wipro GE Medical Systems Private Limited5 1,343 1,043
1,343 1,043
Other Investments - unquoted 362 364

Current Investments - quoted
Investments in Indian money market mutual funds 14,317 31,842
14,317 31,842
16,022 33,249
5
Equity investments in this company carry certain restrictions on transfer of
shares that are normally provided for in shareholders’ agreements.
SCHEDULE 7 INVENTORIES
Finished goods 2,181 1,777
Raw materials 2,950 1,584
Stock in process 1,078 491
Stores and spares 455 298
6,664 4,150
SCHEDULE 8 SUNDRY DEBTORS

(Unsecured)
Debts outstanding for a period exceeding six months
Considered good 3,109 919
Considered doubtful 1,096 1,388
4,205 2,307
Other debts
Considered good 37,344 28,088
Considered doubtful - -
41,549 30,395
Less : Provision for doubtful debts 1,096 1,388
40,453 29,007
63
As of March 31,
2008 2007
SCHEDULE 9 CASH AND BANK BALANCES
Balances with bank :
In current account6 10,209 16,784
In deposit account 28,078 2,355
Cash and cheques on hand 983 683
39,270 19,822
6
Balance as on March 31, 2007 includes Rs. 7,278 million in a restricted
designated bank account for payment of interim dividend for the
period ended March 31, 2007.
SCHEDULE 10 LOANS AND ADVANCES

(Unsecured, considered good unless otherwise stated)
Advances recoverable in cash or in kind or for value to be received
Considered good
- Prepaid expenses 2,800 1,739
- Advance to suppliers/expenses 1,402 753
- Employee travel & other advances 1,503 885
- Others 5,316 1,781
11,021 5,158
Considered doubtful 169 194
11,190 5,352
Less : Provision for doubtful advances 169 194
11,021 5,158
Other deposits 1,911 1,613
Advance income tax 7,116 4,730
Inter corporate deposit 500 650
Balances with excise and customs 548 207
Unbilled revenue 8,514 5,096
29,610 17,454
SCHEDULE 11 LIABILITIES
Acquisition related liabilities 207 -
Accrued expenses and statutory liabilities 20,686 13,776
Sundry creditors 13,082 10,202
Unearned revenues 4,269 1,761
Advances from customers 1,642 1,369
Unclaimed dividends 4 4
Unpaid interim dividends - 7,238
39,890 34,350
SCHEDULE 12 PROVISIONS
Employee retirement benefits 2,737 2,118
Warranty provision 941 831
Provision for tax 4,013 3,106
Proposed dividend 5,846 1,459
Tax on dividend 993 519
14,530 8,033
64
CONSOLIDATED PROFIT & LOSS ACCOUNT
(Rs. in Million)
2008 2007
SCHEDULE 13 OTHER INCOME
Dividend on mutual fund units 1,428 1,686
Profit on sale of investments 771 588
Interest on debt instruments and others 1,576 432
Exchange differences - net (423) (231)
Miscellaneous income 822 257
4,174 2,732
SCHEDULE 14 COST OF SALES AND SERVICES

Employee compensation costs 70,655 54,239
Raw materials, finished and process stocks (Refer Schedule 18) 36,263 23,182
Sub contracting/ technical fees/ third party application 10,911 6,677
Travel 5,010 5,084
Depreciation 4,965 3,696
Communication 1,970 1,620
Repairs 2,686 2,645
Power and fuel 1,532 1,062
Outsourced technical services 1,109 842
Rent 1,286 1,009
Stores and spares 946 676
Insurance 238 186
Rates and taxes 137 198
Miscellaneous 2,536 1,304
140,244 102,420
SCHEDULE 15 SELLING AND MARKETING EXPENSES

Advertisement and sales promotion 2,385 1,400
Travel 1,023 790
Carriage and freight 1,137 885
Commission on sales 585 275
Rent 470 326
Communication 349 294
Conveyance 136 111
Depreciation 245 190
Repairs to buildings 79 60
Insurance 35 25
Miscellaneous expenses 693 437
14,216 9,547
65
CONSOLIDATED PROFIT & LOSS ACCOUNT
(Rs. in Million)
2008 2007
SCHEDULE 16 GENERAL AND
ADMINISTRATIVE EXPENSES
Travel 1,198 909
Repairs and mantainance 565 321
Provision for bad debts 289 294
Manpower outside services 223 142
Depreciation 148 93
Insurance 81 57
Rent 124 77
Auditors’ remuneration
Audit fees 24 13
For certification including tax audit 2 1
Out of pocket expenses 2 1
Miscellaneous expenses 3,011 2,234
10,750 7,635
SCHEDULE 17 INTEREST
Cash credit and others7 1,690 124
7
Includes Rs. 79 million and Rs. 365 million for the quarter ended
and year ended March 31, 2008 (2007 : Nil) of interest borne by
Wipro Equity Reward Trust in respect of loans availed by
employees from third party financial institutions/bank in
March 2007 for the exercise of vested employee stock options.
SCHEDULE 18 RAW MATERIALS, FINISHED AND

PROCESSED STOCKS
Consumption of raw materials and
bought out components :
Opening stocks 1,584 692
Add : Stock taken over on acquisition 380 651
Add : Purchases 18,076 11,701
Less : Closing stocks 2,950 1,584
17,090 11,460
Purchase of finished products for sale 19,576 12,471
(Increase)/Decrease in
finished and process stocks :
Opening stock : In process 491 289
: Finished products 1,777 886
Stock taken over on acquisition : In process 8 194
: Finished products 580 150
Less : Closing stock : In process 1,078 491
: Finished products 2,181 1,777
(403) (749)
36,263 23,182
66
Index of Notes to Accounts Note Reference Page No.
Significant Accounting Policies ............................................................................................................. 1 68-71
Equity Shares & Reserves ................................................................................................................. 2, 3 71
Financial Instruments ............................................................................................................................ 4 71-72
Acquisitions ............................................................................................................................................ 5 72
Merger of certain subsidiaries ................................................................................................................. 6 72-73
Assets on Lease .................................................................................................................................. 7, 8 73-74
Equity in Affiliates .................................................................................................................................. 9 74
Employee Benefit Plans ....................................................................................................................... 10 74-75
Employee Stock Options ..................................................................................................................... 11 75-76
Income tax demand, Product Warranty and

Computation of Diluted Earnings .......................................................................................... 12, 13, 14 76
List of Subsidiaries ............................................................................................................................... 15 76-79
Related Party Relationships and Transactions ................................................................................... 16 79-80
Contingent Liabilities, Borrowings ............................................................................................... 17, 18 80
Income Taxes ....................................................................................................................................... 19 80-81
Segment Information .......................................................................................................................... 20 82-84
67
SCHEDULE 19 – NOTES TO ACCOUNTS Advances paid towards the acquisition of fixed assets
Company overview outstanding as of each balance sheet date and the cost of
fixed assets not ready for use before such date are disclosed
Wipro Limited (Wipro), together with its subsidiaries and
under capital work-in-progress. Lease payments under
associates (collectively, the Company or the group) is a leading
operating lease are recognised as an expense in the profit
India based provider of IT Services and Products, including
and loss account.
Business Process Outsourcing (BPO) services, globally. Further,
Wipro has other businesses such as India and AsiaPac IT Services Payments for leasehold land are amortised over the period
and Products and Consumer Care and Lighting. Wipro is of lease.
headquartered in Bangalore, India. vi. Investments
1. Significant accounting policies Long term investments (other than investment in associate)
i. Basis of preparation of financial statements are stated at cost less provision for diminution in the value
The financial statements are prepared in accordance with of such investments. Diminution in value is provided for
Indian Generally Accepted Accounting Principles (GAAP) where the management is of the opinion that the
under the historical cost convention on the accrual basis. diminution is of other than temporary nature. Short term
GAAP comprises accounting standards notified by the investments are valued at lower of cost and net realizable
Central Government of India under Section 211(3C) of the value.
Companies Act, 1956, other pronouncements of the Institute Investment in associate is accounted under the equity
of Chartered Accountants of India, the provisions of the method.
Companies Act, 1956 and guidelines issued by the Securities vii. Inventories
and Exchange Board of India.
Finished goods are valued at cost or net realizable value,
ii. Principles of consolidation whichever is lower. Other inventories are valued at cost
The consolidated financial statements include the financial less provision for obsolescence. Small value tools and
statements of Wipro and all its subsidiaries, which are more consumables are charged to consumption on purchase. Cost
than 50% owned or controlled. is determined using weighted average method.
The financial statements of the parent company and its viii. Provisions and contingent liabilities
majority owned/controlled subsidiaries have been combined
The Company creates a provision when there is a present
on a line by line basis by adding together the book values
obligation as a result of an obligating event that probably
of all items of assets, liabilities, incomes and expenses after
requires an outflow of resources and a reliable estimate can
eliminating all inter-company balances/transactions and
be made of the amount of the outflow.
resulting unrealized gain/loss.
A disclosure for a contingent liability is made when there
The consolidated financial statements are prepared using
is a possible obligation or a present obligation that may,
uniform accounting policies for similar transactions and
but probably will not, require an outflow of resources.
other events in similar circumstances.
Where there is a possible obligation or a present obligation
iii. Use of estimates in respect of which the likelihood of outflow of resources is
The preparation of financial statements requires remote, no provision or disclosure is made.
management to make estimates and assumptions that affect ix. Revenue recognition
the reported amounts of assets and liabilities, the disclosure
of contingent assets and liabilities on the date of the Services:
financial statements and reported amounts of revenues and Revenue from Software development services comprises
expenses during the period reported. Actual results could revenue from time and material and fixed-price contracts.
differ from those estimates. Revenue from time and material contracts is recognised as
iv. Goodwill related services are performed. Revenue from fixed-price,
fixed-time frame contracts is generally recognised in
Goodwill arising on consolidation/acquisition of assets is
accordance with the “Percentage of Completion” method.
not amortised. It is tested for impairment on a periodic
basis and written-off if found impaired. Revenues from BPO services are derived from both
time-based and unit-priced contracts. Revenue is recognised
v. Fixed assets, intangible assets and work-in-progress
as the related services are performed, in accordance with
Fixed assets are stated at historical cost less accumulated the specific terms of the contract with the customers.
depreciation.
Revenue from application maintenance services is
Interest on borrowed money allocated to and utilised for recognised over the period of the contract.
qualifying fixed assets, pertaining to the period up to the
date of capitalization is capitalised. Assets acquired on direct Revenue from customer training, support and other services
finance lease are capitalised at the gross value and interest is recognised as the related services are performed.
thereon is charged to profit and loss account. Provision for estimated losses, if any, on incomplete
Intangible assets are stated at the consideration paid for contracts are recorded in the period in which such losses
acquisition less accumulated amortisation. become probable based on the current contract estimates.
68
‘Unbilled revenues’ included in loans and advances represent Since March 2004, based on the principles set out in
cost and earnings in excess of billings as at the balance sheet International Accounting Standard (IAS 39) on Financial
date. ‘Unearned revenues’ included in current liabilities Instruments’ the Company has designated forward contracts
represent billing in excess of revenue recognised. and options to hedge highly probable forecasted
Products: transactions as cash flow hedges. The exchange differences
relating to these forward contracts and gains/losses on such
Revenue from sale of products is recognised, in accordance options were being recognised in the period in which the
with the sales contract, on dispatch from the factories/ forecasted transactions were expected to occur. The
warehouse of the Company. Revenues from product sales exchange differences relating to forward contracts/options,
are shown as net of excise duty, sales tax separately charged other than designated forward contracts/options, were
and applicable discounts. recognised in the profit and loss account as they arose.
Others: Effective April 1, 2007, based on the recognition and
Agency commission is accrued when shipment of measurement principles set out in the Accounting Standard
consignment is dispatched by the principal. (AS) 30 on Financial Instruments: Recognition and
Measurement, the changes in the fair values of forward
Profit on sale of investments is recorded upon transfer of
contracts and options designated as cash flow hedges are
title by the Company. It is determined as the difference
recognised directly in shareholders’ funds and are reclassified
between the sales price and the then carrying amount of
into the profit and loss account upon the occurrence of
the investment.
the hedged transaction. The gains/losses on forward
Interest is recognised using the time-proportion method, contracts and options designated as cash flow hedges are
based on rates implicit in the transaction. included along with the underlying hedged forecasted
Dividend income is recognised where the Company’s right transactions. The changes in fair value relating to the
to receive dividend is established. ineffective portion of the cash flow hedges and forward
contracts/options not designated as cash flow hedges are
Export incentives are accounted on accrual basis and
recognised in the profit and loss account as they arise. The
include estimated realizable values/benefits from special
Company has also designated forward contracts and options
import licenses and advance licenses.
as hedges of net investment in non-integral foreign
Other income is recognised on accrual basis. operation. The portion of the changes in fair value of
x. Warranty cost forward contracts and options that is determined to be an
The Company accrues the estimated cost of warranties at effective hedge is recognised in shareholders’ fund and
the time when the revenue is recognised. The accruals are would be recognised in profit and loss account on the
based on the Company’s historical experience of material disposal of foreign operation. The portion of the changes
in fair value of forward contracts and options that is
usage and service delivery costs.
determined to be an ineffective hedge is recognised in the
xi. Foreign currency transactions profit and loss account.
The Company is exposed to currency fluctuations on The Institute of Chartered Accountants of India (ICAI)
foreign currency transactions. Foreign currency transactions has recently issued an announcement “Accounting for
are accounted in the books of account at the average rate Derivatives” on accounting for derivatives and early
for the month. adoption of AS 30. The Company has already been applying
Transaction: the principles of AS 30 in accounting for derivative
The difference between the rate at which foreign currency instruments and the announcement did not have any
impact on the Company.
transactions are accounted and the rate at which they are
realised is recognised in the profit and loss account. Integral operations:
Translation: In respect of integral operations, monetary assets and
liabilities are translated at the exchange rate prevailing at
Monetary foreign currency assets and liabilities at
the date of the balance sheet. Non-monetary items are
period-end are translated at the closing rate. The difference
translated at the historical rate. The items in the profit
arising from the translation is recognised in the profit and
and loss account are translated at the average exchange
loss account. rate during the period. The differences arising out of the
Derivative instruments and Hedge accounting: translation are recognised in the profit and loss account.
The Company is exposed to foreign currency fluctuations Non-integral operations:
on foreign currency assets and forecasted cash flows In respect of non-integral operations, assets and liabilities
denominated in foreign currency. The Company limits the are translated at the exchange rate prevailing at the date of
effects of foreign exchange rate fluctuations by following the balance sheet. The items in the profit and loss account
established risk management policies including the use of are translated at the average exchange rate during the
derivatives. The Company enters into forward exchange period. The differences arising out of the translation are
and option contracts, where the counterparty is a bank. transferred to translation reserve.
69
xii. Depreciation and amortisation Compensated absences:
Depreciation is provided on straight line method at rates The employees of the Company are entitled to compensated
not lower than rates specified in Schedule XIV to the absence. The employees can carry-forward a portion of the
Companies Act, 1956. In some cases, assets are depreciated unutilized accrued compensated absence and utilise it in
at the rates which are higher than Schedule XIV rates to future periods or receive cash compensation at retirement
reflect the economic life of asset. Management estimates or termination of employment for the unutilised accrued
the useful life of various assets as follows: compensated absence. The Company records an obligation
Nature of asset Life of asset for compensated absences in the period in which the
employee renders the services that increase this entitlement.
Building 30 - 60 years The Company measures the expected cost of compensated
Plant and machinery 5 - 21 years absence as the additional amount that the Company expects
Office equipment 3 - 10 years to pay as a result of the unused entitlement that has
Vehicles 4 years accumulated at the balance sheet date.
Furniture and fixtures 3 - 10 years
Data processing equipment Gratuity:
and software 2 - 6 years In accordance with applicable Indian laws, the Company
provides for gratuity, a defined benefit retirement plan
Fixed assets individually costing Rs. 5,000/- or less are (Gratuity Plan) covering certain categories of employees.
depreciated at 100%. The Gratuity Plan provides a lump sum payment to vested
Assets under capital lease are amortised over their estimated employees, at retirement or termination of employment,
useful life or the lease term, whichever is lower. Intangible an amount based on the respective employee’s last drawn
assets are amortised over their estimated useful life. For salary and the years of employment with the Company.
various brands acquired by the Company, the estimated Liability with regard to gratuity plan is accrued based on
useful life has been determined ranging between 20 to 25 actuarial valuations at the balance sheet date, carried out
years based on expected life, performance, market share, by an independent actuary. Actuarial gain or loss is
niche focus and longevity of the brand. Accordingly, such recognised immediately in the statement of profit and loss
intangible assets are being amortised over the determined as income or expense. The Company has an employees’
useful life. gratuity fund managed by the Life Insurance Corporation
of India (LIC).
xiii. Impairment of assets
Superannuation:
The Company assesses at each balance sheet date whether
Apart from being covered under the Gratuity Plan described
there is any indication that an asset including goodwill
above, the employees of the Company also participate in a
may be impaired. If any such indication exists, the Company
defined contribution plan maintained by the Company.
estimates the recoverable amount of the asset. If such
This plan is administered by the LIC & ICICI Prudential
recoverable amount of the asset or the recoverable amount
Insurance Company Limited. The Company makes annual
of the cash generating unit to which the asset belongs to is
contributions based on a specified percentage of each
less than its carrying amount, the carrying amount is
covered employee’s salary.
reduced to its recoverable amount. The reduction is treated
as an impairment loss and is recognised in the profit and xv. Employee stock options
loss account. If at the balance sheet date there is an The Company determines the compensation cost based on
indication that if a previously assessed impairment loss no the intrinsic value method. The compensation cost is
longer exists, the recoverable amount is reassessed and the amortised on a straight line basis over the vesting period.
asset is reflected at the recoverable amount subject to a xvi. Research and development
maximum of depreciated historical cost. In respect of Revenue expenditure on research and development is
goodwill the impairment loss will be reversed only when it charged to profit and loss account and capital expenditure
was caused by specific external events and their effects have is shown as addition to fixed assets.
been reversed by subsequent external events.
xvii. Income tax & Fringe benefit tax
xiv. Provision for retirement benefits
Income tax:
Provident fund: The current charge for income taxes is calculated in
Employees receive benefits from a provident fund. The accordance with the relevant tax regulations. Deferred tax
employee and employer each make monthly contributions assets and liabilities are recognised for the future tax
to the plan equal to 12% of the covered employee’s salary. A consequences attributable to timing differences that result
portion of the contribution is made to the provident fund between the profit offered for income taxes and the profit
trust managed by the Company, while the remainder of the as per the financial statements by each entity in the
contribution is made to the Government’s provident fund. Company.
70
Deferred taxes are recognised in respect of timing differences NOTES TO ACCOUNTS
which originate during the tax holiday period but reverse 2. The following are the details for 1,461,453,320
after the tax holiday period. For this purpose, reversal of (2007 : 1,458,999,650) equity shares as of March 31, 2008.
timing difference is determined using FIFO method.
No. of shares Description
Deferred tax assets and liabilities are measured using the
tax rates and tax laws that have been enacted or 1,398,430,659 Equity shares/American Depository Receipts
substantively enacted by the balance sheet date. The effect (ADRs) (2007 : 1,398,430,659) have been
on deferred tax assets and liabilities of a change in tax rates allotted as fully paid bonus shares/ADRs by
is recognised in the period that includes the enactment/ capitalisation of Securities premium account
substantive enactment date. and Capital redemption reserve
Deferred tax assets on timing differences are recognised only 1,325,525 Equity shares (2007 : 1,325,525) have been
if there is a reasonable certainty that sufficient future taxable allotted as fully paid-up, pursuant to a scheme
income will be available against which such deferred tax of amalgamation, without payment being
assets can be realised. However, deferred tax assets on the received in cash
timing differences when unabsorbed depreciation and losses 3,162,500 Equity shares (2007 : 3,162,500) representing
carried forward exist, are recognised only to the extent that American Depository Receipts issued during
there is virtual certainty that sufficient future taxable 2000-2001 pursuant to American Depository
income will be available against which such deferred tax offering by the Company
assets can be realised.
57,609,636 Equity shares (2007 : 55,155,966) issued
Deferred tax assets are reassessed for the appropriateness of pursuant to Employee Stock Option Plan
their respective carrying amounts at each balance sheet
date. 3. Note on Reserves :
Fringe benefit tax: i) Restricted stock units reserve includes Deferred
The Fringe Benefit Tax (FBT) is accounted for in Employee Compensation, which represents future
accordance with the guidance note on accounting for fringe charge to profit and loss account and employee stock
benefits tax issued by the ICAI. The provision for FBT is options outstanding to be treated as securities
reported under income taxes. premium at the time of allotment of shares.
xviii. Earnings per share ii) Additions to General Reserve include:
Basic: (Rs. in Million)
The number of shares used in computing basic earnings Particulars For the year
per share is the weighted average number of shares ended March 31,
outstanding during the period. 2008 2007
Diluted:
Transfer from Profit
The number of shares used in computing diluted earnings and Loss Account 22,575 19,456
per share comprises the weighted average shares considered Dividend distributed
for deriving basic earnings per share, and also the weighted to Wipro Equity
average number of equity shares that could have been issued Reward Trust - 40
on the conversion of all dilutive potential equity shares. Additional dividend paid
Dilutive potential equity shares are deemed converted as for the previous year - (36)
of the beginning of the period, unless issued at a later date. Adjustment on account of
The number of shares and potentially dilutive equity shares amalgamation (Refer
are adjusted for any stock splits and bonus shares issued. Note 19[6(i),(ii),(iii)]) (3,601) -
xix. Cash flow statement Transition liability for
employee benefits - (27)
Cash flows are reported using the indirect method, whereby
net profits before tax is adjusted for the effects of 18,974 19,433
transactions of a non-cash nature and any deferrals or
accruals of past or future cash receipts or payments. The 4. The Company designated forward contracts and options
cash flows from regular revenue generating, investing and to hedge highly probable forecasted transactions based on
financing activities of the Company are segregated. the principles set out in International Accounting Standard
(IAS 39) on Financial Instrument : Recognition and
71
Measurement. Until March 31, 2007, the exchange for a purchase consideration of USD 436 million
differences on the forward contracts and gain/loss on such (including direct cost of acquisition of USD 5
options were recognised in the profit and loss account in million). The acquisition was conducted by means of
the periods in which the forecasted transactions were a tender offer for all of the outstanding shares of
expected to occur. Infocrossing. This acquisition broadens the data
Effective April 1, 2007, based on the recognition and center and mainframe capabilities to uniquely position
measurement principles set out in the Accounting Standard the Company in the remote infrastructure
(AS) 30 on Financial Instruments : Recognition and management space.
Measurement, the changes in the derivative fair values The purchase consideration has been allocated on a
relating to forward contracts and options that are designated preliminary basis based on managements’ estimates
as effective cash flow hedges are recognised directly in and goodwill of Rs. 22,406 million has been recorded.
shareholders’ funds until the hedged transactions occur. The Company is in the process of making final
Upon occurrence of the hedged transactions the amounts determination of the carrying value of assets and
recognised in the shareholders’ funds would be reclassified liabilities, which may result in changes in the carrying
into the profit and loss account along with the underlying value of net assets recorded.
hedged forecasted transactions. During the year ended (ii) In August 2007, the Company acquired Unza
March 31, 2008 the Company has reclassified net exchange Holdings (Unza), a Singapore-based FMCG firm for
gains of Rs. 951 million along with the underlying hedged a purchase consideration of USD 246 million
forecasted transaction. In addition, the Company also (including direct cost of acquisition of USD 1
designates forward contracts as hedges of the net investment million). Unza is one of South East Asia’s, largest
in non-integral foreign operations. The changes in the independent manufacturer and marketer of personal
derivative fair values relating to forward contracts and care products, and has operations in over 40 countries.
options that are designated as net investments in Unza has an excellent product range and a large
non-integral foreign operations have been recognised portfolio of strong brands catering to Asian
directly in shareholders’ funds within translation reserve. consumers. This acquisition would significantly
The gains/losses in shareholders’ funds would be transferred increase the Company’s market size and provide
to profit and loss account upon the disposal of non-integral significant synergy in terms of access of common
foreign operations. vendors, formulation and brands.
As of March 31, 2007, the Company had forward/option The purchase consideration has been allocated on a
contracts to sell USD 87 million and as of March 31, 2008, preliminary basis based on managements’ estimates
the Company had forward/option contracts to sell and goodwill of Rs. 10,338 million has been recorded.
USD 2,497 million, GBP 84 million, EUR 24 million and The Company is in the process of making final
JPY 7,682 million relating to highly probable forecasted determination of the carrying value of assets and
transactions. In addition, the Company had forward liabilities, which may result in changes in the carrying
contracts to sell USD 281 million and EUR 65 million as value of net assets recorded.
of March 31, 2008 relating to net investments in non-
The contribution of the subsidiaries acquired during
integral foreign operations. As of March 31, 2008, the
the year is as under :
Company has recognised mark-to-market losses of Rs. 1,097
million relating to forward contracts/options that are (Rs. in Million)
designated as effective cash flow hedges and mark-to-market Name of the subsidiary Revenue Profit Net
losses of Rs. 495 million relating to forward contracts/ before tax Assets
options that are designated as net investments in
non-integral foreign operations in shareholders’ funds. Infocrossing Inc. 5,183 296 1,414
Unza Group 4,836 504 638
As of March 31, 2007, the Company had undesignated
forward contracts/option contracts to sell USD 165 million, 10,019 800 2,327
GBP 123 million and EUR 23 million and as of March 31,
2008, the Company had undesignated forward contracts/ 6. Merger of certain subsidiaries
option contracts to sell USD 414 million, GBP 58 million (i) Pursuant to the scheme of amalgamation approved
and EUR 39 million. The mark-to-market gain/(losses) on by the Honourable High Courts of Karnataka and
such contracts have been recognised in the profit and loss Andhra Pradesh, Wipro Infrastructure Engineering
account. Limited (‘WIN’), Quantech Global Services Limited
5. Acquisitions (‘Quantech’) and Wipro Healthcare IT Limited
(i) In September 2007, the Company acquired (‘WHCIT’), wholly owned subsidiaries of the
Infocrossing, Inc. (Infocrossing), a US-based provider Company, have been merged with the Company with
of IT infrastructure management, enterprise retrospective effect from April 1, 2007, the Appointed
application and business process outsourcing services Date. In accordance with the scheme of amalgamation
approved by the courts, the excess of net assets
acquired over carrying value of investments in WIN
72
of Rs. 1,134 million has been credited to capital reserves The finance lease portfolio contains only the normal
of Wipro Limited. In the consolidated financial collection risk with no important uncertainties with respect
statements, this resulted in a transfer of to future costs. These receivables are generally due in
Rs. 1,097 million to capital reserves. monthly, quarterly or semi-annual instalments over periods
The excess of the investment carrying value over net ranging from 3 to 5 years.
asset acquired for WHCIT and Quantech of Rs. 256 The components of finance lease receivables are as follows :
million has been debited to general reserve of Wipro (Rs. in Million)
Limited. In the consolidated financial statements,
goodwill relating to WHCIT and Quantech of Particulars As of March 31,
Rs. 227 million has been debited to general reserve, 2008 2007
consequent to the amalgamation.
Gross investment in lease 836 465
(ii) Pursuant to the scheme of amalgamation approved
Not later than one year 197 125
by the Honourable High Court of Karnataka and High
Later than one year and not
Court of Judicature at Bombay, the Company has
later than five years 555 307
merged mPower Software Services India Private
Unguaranteed residual values 84 33
Limited (‘mPower’), mPact Technology Services
Unearned finance income (171) (81)
Private Limited (‘mPact’) and cMango India Private
Net investment in finance
Limited (‘cMango’) with the Company retrospectively
receivables 665 384
from April 1, 2007, the Appointed Date. mPower,
mPact and cMango were fully held by Wipro Inc., Present value of minimum lease receivables for each of the
which in turn is a wholly owned subsidiary of the five succeeding fiscal years and thereafter are as follows :
Company. Pursuant to the scheme of amalgamation, (Rs. in Million)
the Company will issue 968,803 fully-paid equity
shares with a market value as on April 1, 2007 of Particulars As of March 31,
Rs. 540 million as consideration to a controlled trust 2008 2007
for the benefit of Wipro Inc. The excess of net assets
acquired over consideration paid amounting to Present value of minimum lease
Rs. 91 million has been recognised in general reserve payments receivables 604 350
of Wipro Limited. In the consolidated financial Not later than one year 181 113
statements, the goodwill arising on consolidation of Later than one year and not
the amalgamated companies amounting to Rs. 993 later than five years 423 237
million has been adjusted against general reserves,
8. Assets taken on lease
consequent to the merger.
Finance leases :
(iii) In the terms of the scheme of amalgamation filed with
and endorsed by the State of Delaware, USA, cMango The following is a schedule by year of present value of future
Inc. and Quantech Global Services LLC amalgamated minimum lease payment under capital leases, together
with Wipro Inc. with effect from June 1, 2007 and with the value of the minimum lease payments as of
May 1, 2007 respectively. These amalgamation have March 31, 2008.
been accounted as ‘amalgamation in the nature of (Rs. in Million)
merger’ in accordance with Accounting Standard
(AS) 14, Accounting for Amalgamation and goodwill
amounting to Rs. 1,376 million has been adjusted 2008
against the general reserve of the Company.
Present value of minimum lease payments:
(iv) The Company has merged its following, fully owned Not later than one year 323
subsidiaries into Hydrauto Group AB with Later than one year and not later
retrospective effect from April 1, 2007 than five years 629
a) Hydrauto Medium Cylinders Skelleftteas AB Thereafter 72
b) Hydrauto Engineering AB Total present value of minimum
lease payments 1,024
c) Hydrauto Light Cylinders Bispgarden AB
Add : Amount representing interest 199
d) Hydrauto Light Cylinders Ostersund AB Total value of minimum lease payments 1,223
e) Hydrauto Big Cylinders Ljungby AB
Operating leases :
f) Hydrauto Logistics AB
The Company leases office and residential facilities under
7. Assets given on finance leases cancellable and non-cancellable operating lease agreements
The Company provides lease financing for the traded and that are renewable on a periodic basis at the option of both
manufactured products primarily through finance leases. the lessor and the lessee. Rental payments under such leases
73
are Rs. 1,880 million and Rs. 1,412 million during the years (Rs. in Million)
ended March 31, 2008 and 2007 respectively.
Change in plan assets As of March 31,
Details of contractual payments under non-cancelable leases
are given below : 2008 2007
(Rs. in Million) Fair value of plan assets at the
beginning of the year 727 656
Expected return on plan assets 52 51
2008 2007 Employer contributions 550 89
Benefits paid (135) (77)
Not later than one year 773 395
Actuarial Loss/(Gain) 50 8
Later than one year and not
later than five years 2,433 1,270 Fair value of plan assets at the
Thereafter 2,826 906 end of the year 1,244 727
Total 6,032 2,571 Present value of unfunded
obligation (271) (394)
9. The Company has a 49% equity interest in Wipro GE
Healthcare Private Limited (Wipro GE), an entity in which Recognised liability (271) (394)
General Electric, USA holds the majority equity interest.
The Company has invested the plan assets with the Life
The shareholders agreement provides specific rights to the
Insurance Corporation of India. Expected rate of return
two shareholders. Management believes that these specific
on the plan asset has been determined scientifically
rights do not confer joint control as defined in Accounting
considering the current and expected plan asset allocation,
Standard (AS) 27 “Financial Reporting of Interests in Joint
historical rate of return earned by the Company, current
Ventures”. Consequently, Wipro GE is not considered as a
market trend and the expected return on the plan assets.
joint venture and consolidation of financial statements is
Expected contribution to the fund during the year ending
carried out as per the equity method in terms of Accounting
March 31, 2009 is Rs. 127 million.
Standard (AS) 23 “Accounting for Investments in
Associates in Consolidated Financial Statements”. Net gratuity cost for the year ended March 31, 2008 and
2007 are as follows :
10. Employee benefit plans
(Rs. in Million)
Gratuity : In accordance with applicable Indian laws, the
Company provides for gratuity, a defined benefit retirement Particulars For the year ended March 31,
plan (Gratuity Plan) covering certain categories of
2008 2007
employees. The Grauity Plan provides a lump sum payment
to vested employees, at retirement or termination of Service cost 282 193
employment, an amount based on the respective employee’s Interest cost 82 55
last drawn salary and the years of employment with the Expected return on plan assets (52) (50)
Company. The Company provides the gratuity benefit Actuarial loss/(gain) 115 179
through annual contributions to a fund managed by the
Life Insurance Corporation of India (LIC). Under this plan, Net gratuity cost 427 377
the settlement obigation remains with the Company, The weighted average actuarial assumptions used to
although the Life Insurance Corporation of India adminsters determine benefit obligations and net periodic gratuity cost
the plan and determines the contribution premium required are :
to be paid by the Company. Assumptions As of March 31,
(Rs. in Million)
2008 2007
Change in the benefit obligation As of March 31,
Discount rate 7.75% 8.10%
2008 2007 Rate of increase in
Projected Benefit Obligation compensation levels 7% 7%
(PBO) at the beginning of the year 1,121 757 Rate of return on plan assets 7.50% 7.5%
Service cost 281 193 The Company assesses these assumptions with its projected
Interest cost 83 55 long-term plans of growth and prevalent industry standards.
Benefits paid (135) (77) The estimates of future salary increase, considered in
Actuarial loss/(gain) 165 193 actuarial valuation, take account of inflation, seniority,
PBO at the end of the year 1,515 1,121 promotion and other relevant factors such as supply and
demand factors in the employment market.
74
Superannuation : Apart from being covered under the (ii) The Company has instituted various Employee Stock
gratutiy plan, the employees of the Company also Option Plans. The compensation committee of the
participate in a defined contribution plan maintained by board evaluates the performance and other criteria of
the Company. This plan is administered by the LIC & ICICI. employees and approves the grant of options. These
The Company makes annual contributions based on a options vest with employees over a specified period
specified percentage of each covered employee’s salary. subject to fulfillment fo certain conditions. Upon
Provident fund (PF) : In addition to the above, all vesting, employees are eligible to apply and secure
employees receive benefits from a provident fund. The allotment of Company’s shares at a price determined
employee and employer each make monthly contributions on the date of grant of options. The particulars of
to the plan equal to 12% of the covered employee’s salary. options granted under various plans are tabulated
A portion of the contribution is made to the provident below. (The numbers of shares in the table below are
fund trust established by the Company, while the remainder adjusted for any stock splits and bonus shares issues).
of the contribution is made to the Government’s provident Activity under Stock Option plans
fund. For the year ended March 31, 2008, the Company
Particulars Year ended March 31, 2008
contributed Rs. 1,326 million to PF and other employee
welfare funds. Shares Wt. average
The interest rate payable by the trust to the beneficiaries is exercise price
regulated by the statutory authorities. The Company has Outstanding at the
an obligation to make good the shortfall, if any, between beginning of the year 3,511,408 317
the returns from its investments and the administered rate. Granted - -
The Guidance on implementing (AS) 15, Employee Exercised 1,712,077 332
Benefits issued by the Accounting Standards Board (ASB) Forfeited and lapsed 570,699 367
provides that exempt provident funds which require Outstanding at the
employers to meet the interest shortfall are in effect defined end of the year 1,228,632 264
benefit plans. The Company’s actuary has informed that it Exercisable at the
is currently not practicable to actuarially determine the end of the year 1,228,632 264
interest shortfall obligation. The computation of liability
and disclosure in accordance with the provisions of AS 15 Activity under Resricted Stock Option plans
cannot be implemented due to the inability on the part of
Particulars Year ended March 31, 2008
the actuary to measure it.
11. Employee stock option Shares Wt. average
exercise price
(i) The Company has been granting restricted stock units
(RSUs) since October 2004. The RSUs generally vest Outstanding at the
in a graded manner over a five year period. The stock beginning of the year 12,498,194 2
compensation cost is computed under the intrinsic Granted 746,686 2
value method and amortised on a straight line basis Exercised 741,591 2
over the total vesting period of five years. Forfeited and lapsed 917,890 2
For the year ended March 31, 2008 the Company has Outstanding at the
recorded stock compensation expense of Rs. 1,166 end of the year 11,585,399 2
million. Exercisable at the
end of the year 1,330,107 2
The Company has been advised by external counsel
that the straight line amortisation over the total The following table provides details in respect of range of
vesting period complies with the SEBI Employee exercise price and weighted average remaining contratual
Stock Option Scheme Guidelines 1999, as amended. life (in months) for the options outstanding as at
However, an alternative interpretation of the SEBI March 31, 2008.
guidelines could result in amortisation of the cost on
an accelerated basis. If the Company were to amortise Range of exercise price Shares Wt. average
the cost on an accelerated basis, profit after taxation remaining life
for the quarter and year March 31, 2008 would have
been lower by Rs. 41 million and Rs. 231 million Rs. 2 11,585,399 43.11
respectively. Similarly, profit after taxation for the Rs. 172-255 12,840 10.49
quarter and year ended March 31, 2007 would have Rs. 265-396 1,207,087 13.91
been lower by Rs. 83 million and Rs. 348 million
$ 3.46-5.01 6,006 14.89
respectively. This would effectively increase/decrease,
as the case may be, the profit after taxation in later $ 5.82-6.90 2,699 11.93
periods by similar amounts.
75
(iii) The Finance Act, 2007 has introduced Fringe Benefit 13. Product warranty expenses are accrued based on the
Tax (FBT) on employe stock options. The difference Company’s historical experience of material usage and
between the fair value of the underlying share on the service delivery costs.
date of vesting and the exercise price paid by the (Rs. in Million)
employee is subject to FBT. The Company recovers
such tax from the employee. During the year ended Particulars For the year ended March 31,
March 31, 2008 the Company has recognised FBT 2008 2007
liability and related recovery of Rs. 81 million arising
from the exercise of stock options. The Company’s Provision at the beginning
obligation to pay FBT arises only upon the exercise of the year 831 719
the stock options. Additions during the year 944 862
Utilised during the year (834) (750)
12. The Company had received tax demands from the Indian
Provision at the end of the year 941 831
income tax authorities for the financial years ended
March 31, 2001, 2002, 2003 and 2004 aggregating to 14. The working for computation of equity shares used in
Rs. 11,127 million (including interest of Rs. 1,503 million). calculating basic and diluted earnings per share is set out
The tax demand was primarily on account of denial of below :
deduction claimed by the Company under Section 10A of Particulars For the year ended March 31,
the Income Tax Act, 1961, in respect of profits earned by
its undertakings in Software Technology Park at Bangalore. 2008 2007
The Company had appealed against these demands. In Weighted average equity
March 2006, the first appellate authority vacated the tax shares outstanding 1,459,089,479 1,434,928,078
demands for the years ended March 31, 2001 and 2002.
The income tax authorities have filed an appeal against Share held by a
the above order. controlled trust (7,961,760) (7,961,760)
In March 2007 and July 2007, the first Income tax appellate Weighted average
authority upheld the deductions claimed by the Company equity shares for
under Seciton 10A of the Act, which vacates a substantial computing basic EPS 1,451,127,719 1,426,966,318
portion of the demand for the years ended March 31, 2003 Dilutive impact of
and 2004. employee sotck options 7,111,341 14,503,334
Considering the facts and nature of disallowance and the Weighted average equity
order of the appellate authority upholding the claims of shares for computing
the Company for earlier years, the Company believes that diluted EPS 1,458,239,060 1,441,469,652
the final outcome of the above disputes should be in favour Net income considered
of the Company and there should not be any material for computing diluted
impact on the financial statements. EPS (Rs. in Million) 32,829 29,421
15. The list of subsidiaries is given below :

Incorporation
Wipro Inc. USA
Enthink Inc. USA
Infocrossing Inc. USA
Infocrossing EAS, Inc. USA
Infocrossing Services, Inc. USA
Infocrossing West, Inc. (A) USA
Infocrossing Healthcare
Services, Inc. USA
Infocrossing, LLC (A) USA
Infocrossing iConnection, Inc. USA
cMango Pte. Limited Singapore
Wipro Japan KK Japan
Wipro Shanghai Limited China
76

Incorporation
Wipro Trademarks Holding Limited India
Cygnus Negri Investments
Private Limited India
Wipro Travel Services Limited India
Wipro Consumer Care Limited India
Wipro Holdings (Mauritius) Limited Mauritius
Wipro Holdings UK
Limited UK
Wipro Technologies
UK Limited UK
BVPENTE
Beteiligungsverwaltung GmbH Austria
New Logic
Technologies GmbH Austria
New Logic
Technologies SARL France
3D Networks FZ-LLC Dubai
3D Networks (UK)
Limited UK
Wipro Cyprus Private Limited Cyprus
Wipro Technologies
S.A DE C.V Mexico
Wipro BPO Philippines
LTD. Inc. Philippines
Wipro Holdings Hungary
Korlátolt Felelõsségû
Társaság Hungary
Wipro Arabia Limited (a) Dubai
RetailBox BV Netherlands
Enabler Informatica SA Portugal
Enabler France SAS France
Enabler UK Ltd. UK
Enabler Brasil Ltd. Brazil
Enabler & Retail Consult
GmbH Germany
Wipro Technologies
Limited, Russia Russia
Wipro Technologies OY
(formerly Saraware OY) Finland
Engineering AB (formerly
Hydrauto Group AB) Sweden
Engineering OY (formerly
Hydrauto OY Ab Pernion) Finland
Hydrauto Celka San ve Tic Turkey
77

Incorporation
Wipro Technologies SRL Romania
Wipro Singapore Pte. Limited Singapore
Unza Holdings Limited (A) Singapore
Wipro Technocentre
(Singapore) Pte. Limited Singapore
Wipro Australia Pty. Limited Australia
3D Networks Pte. Limited Singapore
Planet PSG Pte. Limited Singapore
Planet PSG SDN BHD Malaysia
Spectramind Inc. USA
(b)
Wipro Chandrika Limited India
WMNETSERV Limited Cyprus
WMNETSERV (UK) Ltd. UK
WMNETSERV INC. USA
All the above subsidiaries are 100% held by the Company except the following:
a) 66.67% held in Wipro Arabia Limited
b) 90% held in Wipro Chandrika Limited
(A)
Step Subsidiary details of Infocrossing West, Inc., Infocrossing, LLC, and Unza Holdings Limited are as follows :

Incorporation
Infocrossing West, Inc. USA

Infocrossing Services West, Inc. USA
Infocrossing, LLC USA
Infocrossing Services USA
Southeast, Inc.
Unza Company Pte. Ltd. Singapore
Unza Indochina Pte. Ltd. Singapore
Unza Vietnam Co. Ltd. Vietnam
Unza Cathay Ltd. Hong Kong
Unza China Ltd. Hong Kong
Dongguan Unza Consumer
Products Ltd. China
PT Unza Vitalis Indonesia
Unza Thailand Limited Thailand
Unza Overseas Ltd. British virgin islands
Unza Africa Limited Nigeria
Unza Middle East Ltd. British virgin islands
Unza International Limited British virgin islands
Positive Equity Sdn Bhd Malaysia
78

Incorporation
Unza Nusantara Sdn Bhd Malaysia

Unza Holdings Sdn Bhd Malaysia
Unza Malaysia Sdn Bhd Malaysia
UAA Sdn Bhd Malaysia
Manufacturing Services
Sdn Bhd Malaysia
Shubido Pacific Sdn Bhd Malaysia
Gervas Corporation
Sdn Bhd Malaysia
Gervas (B) Sdn Bhd Malaysia
Formapac Sdn Bhd Malaysia
16. Related party relationships and transactions

The related parties are :
Name of the entity Nature % of holding Country of
Incorporation
Wipro Equity Reward Trust Trust Fully controlled trust India
Wipro GE Healthcare
Private Limited Associate 49% India
Azim Premji Foundation Entity controlled by director
Hasham Premji Entity controlled by director
(partnership firm)
Azim Premji Chairman and Managing
Director
Rishad Premji Relative of the director
During the year ended March 31, 2008 a relative of the Chairman of the Company, has been appointed to an office or place of
profit after obtaining special resolution of the shareholders. The Company has obtained the approval of the Central Government
under Section 314(1B) of the Companies Act, 1957.
The Company has the following related party transactions:
(Rs. in Million)
Sr. Transaction/Balances Associates Entities controlled Non-Executive Directors/
No. by Directors Key Management
Personnel
2008 2007 2008 2007 2008 2007
1 Sale of goods 19 34 4 3
2 Purchase of services 1 1
3 Purchase of fixed assets 194
4 Payments to non-executive
directors :
Dr. Ashok Ganguly 1 1
Narayan Vaghul 1 2
Dr. Jagdish N. Sheth 2 2
P. M. Sinha 1 1
B. C. Prabhakar 1 1
Bill Owens 3 3
5 Payments to key
management personnel 18 37
6 Balances as on March 31,
Receivables 40 5
Payables 40
79
The following are the significant transactions during the year ended March 31, 2008 and 2007:
(Rs. in Million)
Sale of goods Purchase of fixed assets
2008 2007 2008 2007
Wipro GE Healthcare Private Limited 19 29
WeP Peripherals Limited * 5 194
* WeP Peripherals ceased to be an associate with effect from January 1, 2007. Transactions with WeP Peripherals are given above
till the date the same ceased to be an associate.
17. Estimated amount of contracts remaining to be executed on capital accounts and contingent liabilities:
(Rs. in Million)
As at March 31,
Particulars 2008 2007
Estimated amount of contracts remaining to be executed on
Capital account and not provided for 7,266 2,854
Contingent liabilities in respect of :
a) Disputed demands for excise duty, customs duty,
income tax, sales tax and other matters 333 171
b) Performance and financial guarantees given by the Banks on
behalf of the Company 4,392 3,013
18. Borrowings
During the year ended March 31, 2008, the Company entered into an arrangement with a consortium of banks to obtain
External Commercial Borrowings (ECB). Pursuant to this arrangement the Company has availed ECB of approximately
35 billion Yen repayable in full in March 2013. The ECB is an unsecured borrowing and the Company is subject to certain
customary restrictions on additional borrowings and quantum of payments for acquisitions in a financial year.
19. Income Tax
The provision for taxation includes tax liability in India on the Company’s worldwide income. The tax has been computed on
the worldwide income as reduced by the various deductions and exemptions provided by the Income tax act in India (Act) and
the tax credit in India for the tax liabilities payable in foreign countries.
Most of the Company’s operations are through units in Software Technology Parks (‘STPs’). Income from STPs is eligible for
100% deduction for the earlier of 10 years commencing from the fiscal year in which the unit commences operations or
March 31, 2009. The Company also has operations in Special Economic Zones (SEZ’s). Income from SEZ’s are eligible for
100% deduction for the first 5 years, 50% deduction for the next 5 years and 50% deduction for another 5 years subject to
fulfilling certain conditions.
Pursuant to the amendments in the Act, the Company has calculated its tax liability after considering the provisions of law
relating to Minimum Alternate Tax (MAT). As per the Act, any excess of MAT paid over the normal tax payable can be
carried forward and set off against the future tax liabilities and accordingly the same is disclosed under ‘Loans and Advances’
in the balance sheet as of March 31, 2008.
i) Provision for tax has been allocated as follows :
(Rs. in Million)
Particulars For the year ended March 31,
2008 2007
Net Current tax* 4,194 3,533
Deferred tax 62 90
Fringe benefit tax 294 245
Total income taxes 4,550 3,868
* Current tax provision includes reversal of tax provision in respect of earlier periods no longer required amounting to
Rs. 529 million for the year ended March 31, 2008 (2007 : Rs. 847 million) and Rs. (48) million for the quarter ended
March 31, 2008 (2007 : Rs. 614 million).
80
ii) The components of the net deferred tax asset are as follows :
(Rs. in Million)
2008 2007
Fixed assets – depreciation differential (375) (47)
Accrued expenses and liabilities 514 295
Allowances for doubtful debts 194 217
Amortisable goodwill (472) (85)
Carry – forward business losses 164 210
Disqualified disposition of stock options 444 -
Others 60 -
Net – deferred tax assets 529 590
81
20. The segment information for the year ended March 31, 2008 and 2007 is as follows :
(Rs. in Million)
Particulars Year ended March 31,
2008 2007 Growth %

Revenues
IT Services 119,556 101,454 18%
Acquisitions 5,291 - -
BPO Services 11,570 9,389 23%
Global IT Services and Products 136,417 110,843 23%
India and AsiaPac IT Services and Products 37,456 24,783 51%
Consumer Care and Lighting 15,207 8,160 86%
Others 11,691 7,022 66%
Eliminations (1,196) (1,057) -
TOTAL 199,575 149,751 33%
Profit before Interest and Tax - PBIT
IT Services 26,483 24,782 7%
Acquisitions 381 - -
BPO Services 2,538 2,157 18%
Global IT Services and Products 29,402 26,939 9%
India and AsiaPac IT Services and Products 3,115 2,139 46%
Consumer Care and Lighting 1,900 1,006 89%
Others 770 322 139%
TOTAL 35,187 30,406 16%
Interest, (Net) and Other
non-operating income 1,883 2,582 -
Profit Before Tax 37,070 32,988 12%
Income Tax expense including Fringe Benefit Tax (4,550) (3,868) 18%
Profit before Share in earnings of Associates and
minority interest 32,520 29,120 12%
Share in earnings of associaties 333 295 -
Minority interest (24) 6 -
PROFIT AFTER TAX 32,829 29,421 12%
Operating Margin
IT Services 22% 24%
Acquisitions 7% -
BPO Services 22% 23%
Global IT Services and Products 22% 24%
India and AsiaPac IT Services and Products 8% 9%
Consumer Care and Lighting 12% 12%
TOTAL 18% 20%
CAPITAL EMPLOYED
IT Services 54,532 46,454
Acquisitions 26,395 -
BPO Services 2,797 2,493
Global IT Services and Products 83,724 48,947
India and AsiaPac IT Services and Products 10,245 5,363
Consumer Care and Lighting 17,292 2,957
Others 50,659 42,582
TOTAL 161,920 99,849
CAPITAL EMPLOYED COMPOSITION
IT Services 34% 47%
Acquisitions 16% -
BPO Services 2% 2%
Others 31% 43%
TOTAL 100% 100%
RETURN ON AVERAGE CAPITAL EMPLOYED
IT Services 52% 64%
Acquisitions 3% -
BPO Services 96% 49%
TOTAL 27% 36%
82
Notes to Segment Report
a) The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the
Accounting Standard (AS) 17 “Segment Reporting” issued by The Institute of Chartered Accountants of India.
b) Segment revenue includes certain exchange differences which are reported in other income, in the financial statements. PBIT
for the quarter and year ended March 31, 2008 includes certain operating other income of Rs. 38 million and Rs. 409 million
in Global IT Services and Products, Rs. 20 million and Rs. 63 million in India and AsiaPac IT Services and Products,
Rs. 26 million and Rs. 71 million in Consumer Care and Lighting and Rs. 35 million and Rs. 281 million in Others which is
not included in segment revenue.
c) Segment revenue resulting from transactions with other business segments is accounted on the basis of transfer price agreed
between the segments. Such transfer prices are either determined to yield a desired margin or agreed on a negotiated basis.
d) PBIT for the quarter and year ended March 31, 2008 is after considering restricted stock unit amortisation of Rs. 291 million
and Rs. 1,166 million (2007 : Rs. 42 million and 1078 million). PBIT of Global IT Services and Products for the quarter and
year ended March 31, 2008 is after considering restricted stock unit amortisation of Rs. 243 million and Rs. 996 million
(2007 : Rs. 30 million and Rs. 936 million).
e) Capital employed of segments is net of current liabilities which is as follows :
(Rs. in Million)
Name of the Segment As of March 31,
2008 2007
Global IT Services and Products 20,705 18,656
India and AsiaPac IT Services
and Products 9,751 7,601
Consumer Care and Lighting 3,382 1,537
Others 20,582 14,589
54,420 42,383
f) Capital employed of ‘Others’ includes cash and cash equivalents including liquid mutual funds of Rs. 42,933 million
(2007 : Rs. 42,652 million).
g) The Company has four geographic segments : India, USA, Europe and Rest of the World. Significant portion of the segment
assets are in India. Revenue from geographic segments based on domicile of the customers is outlined below :
(Rs. in Million)
Geography Year ended March 31,
2008 % 2007 %
India 48,847 24% 31,115 21%
USA 87,439 44% 72,702 49%
Europe 48,259 24% 36,972 25%
Rest of the World 15,030 8% 8,962 6%
Total 199,575 100% 149,751 100%
h) For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as
secondary segments.
i) The acquisitions, made by Global IT Services and Products, consummated during the year ended March 31, 2006 and 2007
were reported separately in the segment report. The acquisitions have now been completely integrated into Global IT Services
and Products and hence not reported separately in the segment report. Segment information for the previous periods has
accordingly been reclassified on a comparable basis.
j) The Company designated forward contracts and options to hedge highly probable forecasted transactions based on the principles
set out in International Accounting Standard (IAS 39) on Financial Instruments : Recognition and Measurement. Until
March 31, 2007, the exchange differences on the forward contracts and gain/loss on such options were recognised in the profit
and loss account in the periods in which the forecasted transactions were expected to occur.
83
Effective April 1, 2007, based on the recognition and measurement principles set out in the Accounting Standard (AS) 30 on
Financial Instruments : Recognition and Measurement, the changes in the derivative fair values relating to forward contracts
and options that are designated as effective cash flow hedges are recognised directly in shareholders’ funds until the hedged
transactions occur. Upon occurrence of the hedged transactions the amounts recognised in the shareholders’ funds would be
reclassified into the profit and loss account along with the underlying hedged forecasted transactions. During the year ended
March 31, 2008 the Company has reclassified net exchange gains of Rs. 951 million along with the underlying hedged forecasted
transaction. In addition, the Company also designates forward contracts as hedges of the net investment in
non-integral foreign operations. The changes in the derivative fair values relating to forward contracts and options that are
designated as net investments in non-integral foreign operations have been recognised directly in shareholders’ funds within
translation reserve. The gains/losses in shareholders’ funds would be transferred to profit and loss account upon the disposal of
non-integral foreign operations.
As of March 31, 2007, the Company had forward/option contracts to sell USD 87 million and as of March 31, 2008, the
Company had forward/option contracts to sell USD 2,497 million, GBP 84 million, EUR 24 million and JPY 7,682 million
relating to highly probable forecasted transactions. In addition, the Company had forward contracts to sell USD 281 million
and EUR 65 million as of March 31, 2008 relating to net investments in non-integral foreign operations. As of
March 31, 2008, the Company has recognised mark-to-market losses of Rs 1,097 million relating to forward contracts/options
that are designated as effective cash flow hedges and mark-to-market losses of Rs 495 million relating to forward contracts/
options that are designated as net investments in non-integral foreign operations in shareholders’ funds.
As of March 31, 2007, the Company had undesignated forward contracts/option contracts to sell USD 165 million,
GBP 123 million and EUR 23 million and as of March 31, 2008, the Company had undesignated forward contracts/option
contracts to sell USD 414 million, GBP 58 million and EUR 39 million. The mark-to-market gain/(losses) on such contracts
have been recognised in the profit and loss account.
21. Corresponding figures for previous periods presented have been regrouped, where necessary, to confirm to the current period
classification.
84
Pursuant to the exemption by the Department of Company affairs, Government of India, the Company is presenting summary financial information about individual subsidiaries as at March 31, 2008. The detailed financial
statements, directors’ report and auditors’ report of the individual subsidiaries are available for inspection at the registered office of the Company. Upon written request from a shareholder we will arrange to deliver copies of the
financial statement, directors’ report and auditors’ report for the individual subsidiaries.
The information relating to individual subsidiaries published in the previous annual report included information about certain subsidiaries at the respective group level. We have now presented the information relating to all
our subsidiaries as at March 31, 2007, at the individual entity level.
Information relating to Subsidiaries as at March 31, 2007 Rs. in Million
Sr. Name of the Subsidiary Share Reserves Total Total % of Sales & Profit Provision Profit Proposed
No. Capital & Assets Liabilities Holding Other before for after Dividend (incl.
Surplus [excl. (2) & (3)] Income taxation taxation taxation dividend tax)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
1 Wipro Infrastructure Engineering Limited 452 1,146 2,556 958 100% 4,030 581 197 384 -
2 Wipro Inc. 3,848 (270) 4,962 1,384 100% 4,470 397 11 386 -
3 Enthink Inc. (a) 105 (97) 17 8 100% - (1) - (1) -
4 Wipro Japan KK 10 49 89 31 100% 200 26 1 25 -
5 Wipro Chandrika Limited 10 (85) 243 319 90% - (31) - (31) -
6 Wipro Trademarks Holding Limited 1 23 174 150 100% 5 5 1 4 -
7 Wipro Travel Services Limited 1 14 76 62 100% 21 4 1 2 -
8 Wipro HealthCare IT Limited 34 (7) 101 75 100% 66 (28) 9 (37) -
9 Spectramind Inc. 76 (29) 298 251 100% 211 22 - 22 -
10 Wipro Holdings (Mauritius) Limited 1,358 (3) 1,356 1 100% - (1) - (1) -
11 Wipro Holdings (UK) Limited (b) 1,355 3 1,363 6 100% 2 2 - 2 -
12 Wipro Technologies UK Limited (c ) 132 (110) 124 102 100% 135 81 2 79 -
13 Wipro Consumer Care Limited 1 (2) 1 2 100% - - - - -
14 Cygnus Negri Investments Private Limited (d) 1 3 6 2 100% - - - - -
15 Wipro Shanghai Limited 9 (14) 126 131 100% 242 21 - 21 -
16 MPower Software Services (India) Private Limited (e) 1 79 85 5 100% 8 5 1 4 -
17 MPact Technologies Services Private Limited (f) 1 529 632 102 100% 759 351 1 350 -
18 BVPENTE Beteiligungsverwaltung GmbH 2 1,038 1,109 69 100% - (1) - (1) -
19 New Logic Technologies AG 1,144 (1,341) 449 646 100% 823 (351) 81 (432) -
20 NewLogic Technologies SARL - 59 275 216 100% 541 19 - 19 -
21 cMango Inc. 30 (60) 149 - 100% 457 (11) (4) (6) -
22 cMango India - (6) 19 25 100% 19 (4) - (4) -
23 cMango Pte Limited - 21 25 4 100% 26 13 3 11 -
24 Wipro Cyprus Private Limited 2 4,910 5,036 123 100% - 1 - 1 -
25 Wipro Technologies SRL 60 (13) 146 100 100% - (13) - (13) -
26 Retail Box BV 4 327 333 2 100% - (4) - (4) -
27 Enabler Infomatics SA 3 431 774 340 100% 1,043 151 39 111 -
28 Enabler Brasil Ltd. 10 17 77 49 100% 176 10 7 3 -
29 Enabler & Retail Consult Gmbh. 1 (24) 44 67 100% 83 (48) (3) (45) -
30 Enabler France SAS 2 (17) 66 80 100% 128 (13) (4) (9) -
31 Enbler UK Ltd. - 180 313 133 100% 709 108 40 68 -
32 Wmnetserv UK Limited 9 (6) 37 35 100% 31 (6) - (6) -
33 Wmnetserv Limited 111 39 177 27 100% 4 (24) - (24) -
34 Quantech Global Services LLC - (272) 159 431 100% 337 (28) - (28) -
35 Quantech Global Services Ltd. 1 13 142 128 100% 287 (37) (3) (40) -
36 Wipro Technologies OY (formerly Saraware OY) 4 95 725 625 100% 1,001 72 (16) 88 -
37 Wipro Australia Pty Limited 1 - 1 - 100% - - - -
38 3D Networks Pte Limited 807 (97) 823 114 100% 482 53 - 53 -
39 3D Networks (UK) Limited 7 (2) 16 11 100% 14 3 - 3 -
40 3D Networks FZ-LLC 1 13 58 45 100% 32 3 - 3 -
41 Planet PSG Pte Limited 42 (25) 52 35 100% 12 (10) - (10) -
42 Planet PSG Sdn Bhd - (4) 15 19 100% 13 9 - 9 -
43 Hydrauto Medium cylinders Skelleftteas AB 156 (94) 847 785 100% 1,125 (41) - (41) -
44 Hydrauto Engineering AB 2 (1) 19 19 100% 50 (4) - (4) -
45 Hydrauto Light Cylinders Bispgarden AB 25 27 184 132 100% 223 14 - 14 -
46 Hydrauto Light Cylinders Ostersund AB 3 110 242 129 100% 215 10 - 10 -
47 Hydrauto Big Cylinders Ljungby AB 19 95 377 263 100% 528 27 1 26 -

48 Hydrauto Logistics AB 1 (7) 12 19 100% 29 (5) - (5) -
49 Hydrauto Oy Ab Pernion 88 20 725 617 100% 759 (9) (2) (6) -
50 Hydrauto Celka San ve Tic (l) - - - - 100% - - - - -
51 WMNETSERV Inc (l) - - - - 100% - - - - -
52 NewLogic Technologies Inc. (l) - - - - 100% - - - - -
53 NewLogic Technologies S.A. (l) - - - - 100% - - - - -
a) Majority owned by Wipro Inc.
b) Fully owned by Wipro Holdings (Mauritius) Limited
c) Fully owned by Wipro Holdings (UK) Limited
d) Fully owned by Wipro Trademarks Holdings Limited
e) Fully owned by Mpower Inc.
f) 51% held by Mpower Inc. & 49% held by Wipro Inc.
g) Fully owned by Wipro Holdings (UK) Limited
h) Fully owned by BVPENTE Beteiligungsverwaltung GmbH
85
i) Fully ovned by New Logic Technologies AG
j) Fully ovned by New Logic Technologies AG
k) Fully ovned by New Logic Technologies AG
l) These entities are not operative
Information relating to Subsidiaries as at March 31, 2008 Rs. in Million
86
Sr. Name of the Subsidiary Share Reserves Total Total % of Sales & Profit Provision Profit Proposed
No. Capital & Assets Liabilities Holding Other before for after Dividend (incl.
Surplus [excl. (2) & (3)] Income taxation taxation taxation dividend tax)
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
1 Wipro Inc. 12,874 (2,509) 26,518 16,153 100% 4,341 (385) 120 (505) -
2 Enthink Inc. (a) 105 (94) 11 - 100% - - - - -
3 Wipro Japan KK 10 56 87 21 100% 228 13 5 8 -
4 Wipro Chandrika Limited 10 (116) 229 335 90% - (31) - (31) -
5 Wipro Trademarks Holding Limited 1 26 29 2 100% 5 5 2 3 -
6 Wipro Travel Services Limited 1 17 50 32 100% 28 6 3 3 -
7 Spectramind Inc. 84 (105) 394 415 100% 1 (57) - (57) -
8 Wipro Holdings (Mauritius) Limited 1,357 (3) 1,356 2 100% - (1) - (1) -
9 Wipro Holdings (UK) Limited (b) 1,355 24 1,644 265 100% 245 29 7 21 -
10 Wipro Technologies UK Limited ( c ) 132 (107) 297 273 100% 20 6 3 3 -
11 Wipro Consumer Care Limited 1 (2) 1 2 100% - - - - -
12 Cygnus Negri Investments Private Limited (d) 1 3 6 2 100% 1 - - - -
13 Wipro Shanghai Limited 9 (6) 187 184 100% 238 7 - 7 -
14 BVPENTE Beteiligungsverwaltung GmbH 2 1,286 1,298 10 100% - (2) - (2)
15 New Logic Technologies AG 1,144 (954) 957 767 100% 1,080 374 - 374 -
16 NewLogic Technologies SARL - (386) 287 673 100% 107 (428) 2 (430) -
17 cMango Pte Limited - 18 29 10 100% 2 (3) - (3) -
18 Wipro Cyprus Private Limited 5 15,039 30,639 15,594 100% - (179) - (179) -
19 Wipro Technologies SRL 60 (76) 136 152 100% 34 (52) - (52) -
20 Retail Box BV 4 327 332 - 100% - (1) - (1) -
21 Enabler Infomatics SA 3 660 1,105 442 100% 1,637 254 76 178 -
22 Enabler Brasil Ltd. 10 28 116 78 100% 278 15 7 8 -
23 Enabler & Retail Consult Gmbh. 1 (74) 36 109 100% 99 (43) - (43) -
24 Enabler France SAS 2 (54) 107 159 100% 121 (26) 6 (32) -
25 Enbler UK Ltd. - 213 300 87 100% 867 62 17 45 -
26 WMNETSERV UK Limited 9 5 105 91 100% 278 12 - 12 -
27 WMNETSERV Limited 1 (25) 65 89 100% 23 (65) - (65) -
28 Wipro Technologies OY (formerly Saraware OY) 4 167 653 482 100% 828 55 5 50 -
29 3D Networks FZ-LLC 1 12 86 74 100% - - - - -
30 3D Networks (UK) Limited 7 (0) 26 19 100% 12 3 1 2 -
31 3D Networks Pte Limited 807 (132) 1,369 695 100% 1,311 92 18 74 -
32 Planet PSG Pte Limited 42 (34) 49 42 100% 33 (9) - (9) -
33 Planet PSG Sdn Bhd - (10) 12 22 100% 5 (5) - (5) -
34 Wipro Infrastructure Engineering Oy
(formerly Hydrauto Oy Ab Pernion) 88 114 839 637 100% 1,907 80 5 76 -
35 Wipro Infrastructure Engineering AB
(formerly Hydrauto Group Ab) 48 491 2,179 1,640 100% 5,148 42 2 39 -
36 Infocrossing EAS, Inc. - 477 507 30 100% 688 (22) - (22) -
37 Infocrossing Inc 10 (4,297) 10,018 14,306 100% 1,254 (4,196) (317) (3,879) -
38 Infocrossing Services, Inc. - 1,749 1,750 1 100% 403 47 - 47 -
39 Infocrossing Healthcare Services, Inc. - 4,298 4,500 202 100% 2,413 456 - 456 -
40 Infocrossing, LLC - 4,990 5,732 742 100% 5,518 456 - 456 -
41 Infocrossing iConnection, Inc. - 62 188 126 100% 127 (19) - (19) -
42 Infocrossing Services Southeast, Inc. - 1,072 1,072 - 100% 137 (16) - (16) -
43 Infocrossing West, Inc. - (689) 1,934 2,624 100% 636 (159) - (159) -
44 Infocrossing Services West, Inc. - 2,585 2,586 1 100% 951 177 - 177 -
45 Unza Cathay Limited 56 22 158 80 100% 361 13 1 11 -
46 Unza Overseas Ltd - 48 57 9 100% 118 - - - -
47 Unza Middle East Ltd - 63 134 71 100% 359 12 - 12 -
48 Unza Africa Limited - 4 29 25 100% 155 5 1 4 -
49 Unza China Limited 114 13 161 34 100% 22 15 - 15 -
50 Dongguan Unza Consumer Products Ltd 329 (35) 811 517 100% 1,311 (35) (4) (31) -
51 Unza Thailand Limited 34 (84) 17 67 100% 39 (14) - (14) -
52 Unza Company Pte Ltd 57 (49) 87 79 100% 239 (3) (1) (2) -
53 Unza Indochina Pte Ltd 86 147 243 11 100% 143 97 9 89 -
54 Unza Vietnam Company Limited 26 210 391 155 100% 967 158 49 109 -
55 PT Unza Vitalis 239 30 803 535 100% 951 48 15 33 -
56 Unza International Limited 441 1,160 1,616 16 100% 109 73 - 73 -
57 Unza Nusantara sdn Bhd 1,192 815 4,087 2,080 100% 471 154 40 114 -
58 Positive Equity Sdn Bhd - - - - 100% - - - - -
59 Unza Malaysia Sdn Bhd 55 276 1,039 708 100% 2,779 235 56 179 -
60 UAA Sdn Bhd 2 178 893 712 100% 2,866 39 9 29 -
61 Manufacturing Services Sdn Bhd 4 180 518 333 100% 1,518 55 10 45 -
62 Shubido Pacific Sdn Bhd 47 37 118 34 51% 145 23 5 18 17
63 Formapac Sdn Bhd 36 104 300 160 100% 480 10 4 6 -
64 Gervas Corporation Sdn Bhd 19 5 147 124 100% 782 (10) - (10) -
65 Gervas (B) Sdn Bhd - 17 19 2 100% 22 - - - -
66 Unza Holdings Sdn Bhd - 2,370 2,370 - 100% - - - - -
67 Unza Holding Ltd 1,489 (264) 4,576 3,351 100% 161 (18) - (18) -
68 Wipro Technologies S.A DE C. V 41 (3) 127 89 100% 71 (3) - (3) -
69 Wipro Singapore Pte Limited 10,711 - 10,768 57 100% 1 - - - -
70 Wipro Australia Pty Limited 1 4 29 25 100% 25 4 - 4 -
71 Wipro Arabia Limited 164 101 449 183 100% 543 111 6 105 -
72 Wipro Holdings Hungary Korlatolt Felel.sseg. Tarsasag 14,058 409 14,496 28 100% 442 439 30 409 -
73 Wipro Technocentre (Singapore) Pte Limited 54 34 121 33 100% 262 27 (1) 28 -
74 Wipro BPO Philippines Ltd. Inc 91 (5) 87 1 100% - (9) - (9) -
75 Wipro Technologies Limited, Russia (e) - - - - 100% - - - - -
76 Hydrauto Celka San ve Tic (f) - - - - 100% - - - - -
77 WMNETSERV Inc (f) - - - - 100% - - - - -
a) Majority owned by Wipro Inc.

b) Fully owned by Wipro Holdings (Mauritius) Limited
c) Fully owned by Wipro Holdings (UK) Limited
d) Fully owned by Wipro Trademarks Holding Limited
e) Wipro Technologies Russia was registered during the year and is yet to commence operations.
f) Hydrauto Celka San ve Tic and WMNETSERV are not operative.
87
CONSOLIDATED FINANCIAL STATEMENTS UNDER US GAAP - WIPRO LIMITED
REPORT OF AUDIT COMMITTEE
The Board of Directors and Stockholders of Wipro Limited
In connection with the March 31, 2008 consolidated financial statements prepared under United States Generally Accepted
Accounting Principles, the Audit Committee : (1) reviewed and discussed the consolidated financial statements with management;
(2) discussed with the auditors the matters required by Statement on Auditing Standards No. 114, and the Sarbanes-Oxley Act of
2002; and (3) reviewed and discussed with the auditors the matters required by NYSE Listing Standards. Based upon these reviews and
discussions, the Audit Committee recommended to the board of directors that the audited consolidated financial statements be
included in the Annual Report on Form 20-F to be filed with the Securities and Exchange Commission of the United States of
America.
Bangalore, India N. Vaghul P. M. Sinha B. C. Prabhakar

May 27, 2008 Chairman Member Member
88
INTERNAL CONTROL OVER FINANCIAL REPORTING
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company.
Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted
in the United States of America.
The company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures
of the company are being made only in accordance with authorisations of management and directors of the company; and (iii)
provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of internal control over financial reporting based on the framework in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of
March 31, 2008.
Management’s assessment does not include an assessment of the internal control over financial reporting of two entities
acquired during the year ended March 31, 2008, Infocrossing Inc. and subsidiaries (Infocrossing) and Unza Holdings Limited and
subsidiaries (Unza), associated with total assets amounting Rs. 10,604 million and total revenues amounting Rs. 9,986 million included
in the consolidated financial statements of the Company as of and for the year ended March 31, 2008 respectively.
Our independent registered public accounting firm, KPMG, has audited the consolidated financial statements in this annual
report on Form 20-F, and as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over
financial reporting as of March 31, 2008.
Azim H. Premji S.C. Senapaty

Bangalore, India Chairman & Chief Financial Officer &
May 27, 2008 Chief Executive Officer Director
89
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders

Wipro Limited
We have audited Wipro Limited and subsidiaries’ (the “Company”) internal control over financial reporting as of March 31,
2008, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The management of the Company is responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A Company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have
a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March
31, 2008, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO).
The Company acquired Infocrossing Inc. and subsidiaries (Infocrossing) and Unza Holdings Limited and subsidiaries (Unza)
during the year ended March 31, 2008 and management excluded from its assessment of the effectiveness of the Company’s internal
control over financial reporting as of March 31, 2008, Infocrossing and Unza’s internal control over financial reporting associated with
total assets of Rs. 10,604 million and total revenues of Rs. 9,986 million included in the consolidated financial statements of the
Company as of and for the year ended March 31, 2008. Our audit of internal control over financial reporting of the Company also
excluded an evaluation of the internal control over financial reporting of Infocrossing and Unza.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of the Company as of March 31, 2008 and 2007, and the related consolidated statements of income,
stockholders’ equity and comprehensive income, and cash flows for each of the years in the three-year period ended
March 31, 2008, and our report dated May 27, 2008 expressed an unqualified opinion on those consolidated financial statements.
KPMG
Bangalore, India
May 27, 2008
90
REPORT OF MANAGEMENT ON CONSOLIDATED FINANCIAL STATEMENTS
Management of Wipro is responsible for the integrity and objectivity of the consolidated financial statements and related
notes. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles
(U.S. GAAP) and include amounts based on judgments and estimates by management. Management is also responsible for the accuracy
of the related data in the annual report and its consistency with the financial statements.
Management maintains internal control systems designed to provide reasonable assurance that assets are safeguarded, transactions
are executed in accordance with management’s authorization and properly recorded, and accounting records are adequate for preparation
of financial statements and other financial information. These are reviewed at regular intervals to ascertain their adequacy and
effectiveness.
In addition to the system of internal controls, the Company has articulated its vision and core values which permeate all its
activities. It also has corporate policies to ensure highest standards of integrity in all business transactions, eliminate possible conflicts
of interest, ensure compliance with laws, and protect confidentiality of proprietary information. These are reviewed at periodic intervals.
The consolidated financial statements have been audited by the Company’s independent registered public accounting firm,
KPMG. Their responsibility is to audit these statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and express their opinion on the fairness of presentation of the statements.
The Audit Committee of the board comprised entirely of independent directors conducts an ongoing appraisal of the
independence and performance of the Company’s internal and external auditors and monitors the integrity of Company’s financial
statements. The Audit Committee meets several times during the year with management, internal auditors and the independent
registered public accounting firm to discuss audit activities, internal controls and financial reporting matters.
Azim H. Premji S.C. Senapaty

Bangalore, India Chairman & Chief Financial Officer &
May 27, 2008 Chief Executive Officer Director
91
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders

Wipro Limited
We have audited the accompanying consolidated balance sheets of Wipro Limited and subsidiaries (the Company) as of
March 31, 2008 and 2007, and the related consolidated statements of income, stockholders’ equity and comprehensive income, and
cash flows for each of the years in the three-year period ended March 31, 2008. These consolidated financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of March 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years
in the three-year period ended March 31, 2008, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the Company’s internal control over financial reporting as of March 31, 2008, based on criteria established in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report
dated May 27, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
KPMG
Bangalore, India
May 27, 2008
92
WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
As of March 31,
2007 2008 2008
Convenience
translation into
US $
(Unaudited)
ASSETS
Current assets :
Cash and cash equivalents (Note 4) ............................ Rs. 12,412 39,270 $ 981
Restricted cash (Note 16) ............................................. 7,238 - -
Investments in liquid and short-term mutual funds (Note 8) 32,410 14,808 370
Accounts receivable, net of allowances (Note 5) ......... 28,083 38,908 972
Unbilled revenue ........................................................... 5,096 8,305 208
Inventories (Note 6) ..................................................... 4,150 7,172 179
Deferred income taxes (Note 21) ................................. 382 790 20
Other current assets (Note 7) ....................................... 10,502 19,092 477
Total current assets ........................................................ 100,273 128,345 3,207
Property, plant and equipment, net (Note 9) .............. 26,541 39,822 995
Investments in affiliates (Note 13) ............................... 1,242 1,343 34
Investment securities ..................................................... 357 355 9
Deferred income taxes (Note 21) ................................. 49 - -
Intangible assets, net (Note 10) ................................... 2,663 12,480 312
Goodwill (Note 3, 10) .................................................. 12,706 38,943 973
Other assets (Note 7) .................................................... 2,253 3,214 80
Total assets ............................................................................. Rs. 146,084 Rs. 224,502 $ 5,610
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities :
Short-term borrowings (Note 15) ................................ Rs. 2,893 28,804 $ 720
Current portion of long-term debt (Note 15) .............. 328 406 10
Current portion of obligations under
capital leases (Note 9) ........................................... 7 323 8
Accounts payable ........................................................... 9,519 13,082 327
Accrued expenses .......................................................... 5,139 8,110 203
Accrued employee costs ................................................. 5,187 5,160 129
Advances from customers .............................................. 1,315 2,136 53
Unearned revenue ......................................................... 1,818 4,162 104
Other current liabilities (Note 11) ............................... 16,623 12,519 313
Total current liabilities .................................................. 42,829 74,702 1,867
Long-term debt, excluding current portion (Note 15) 536 14,522 363
Obligations under capital leases, excluding
current portion (Note 9) ....................................... 17 701 18
Deferred income taxes (Note 21) ................................. 464 2,098 52
Other liabilities (Note 11) ............................................ 770 3,011 75
Total liabilities ............................................................... 44,616 95,034 2,375
Minority interest ........................................................... - 114 3
Stockholders’ equity :
Equity shares at Rs. 2 par value : 1,650,000,000 shares
authorized; Issued and outstanding : 1,458,999,650
and 1,461,453,320 shares as of March 31, 2007
and 2008 (Note 16, 17) ........................................ 2,918 2,923 73
Additional paid-in capital (Note 22) ............................ 24,508 26,441 661
Accumulated other comprehensive income/(loss) ....... 94 (1,076) (27)
Retained earnings (Note 18) ........................................ 73,948 101,066 2,525
Equity shares held by a controlled Trust : 7,961,760
shares as of March 31, 2007 and 2008 (Note 22) - - -
Total stockholders’ equity ..................................................... 101,468 129,354 3,235
Total liabilities and stockholders’ equity ............................... Rs. 146,084 Rs. 224,502 $ 5,610
See accompanying notes to the consolidated financial statements.

93
WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
(in millions, except share and per share data)
2006 2007 2008 2008
Convenience
translation into
US $
(Unaudited)
Revenues :
IT Services and Products ................................ Rs. 73,061 Rs. 101,509 Rs. 124,599 3,113
BPO Services ................................................... 7,664 9,413 11,588 290
India and AsiaPac IT Services and Products
Services ............................................................ 6,097 8,368 12,031 301
Products ........................................................... 10,380 15,520 22,497 562
Consumer Care and Lighting .................................. 5,625 7,558 14,639 366
Others ...................................................................... 3,280 7,063 12,074 302
Total ................................................................. 106,107 149,431 197,428 4,933
Cost of revenues :
IT Services and Products ................................ 46,986 66,818 85,865 2,146
BPO Services ................................................... 5,810 6,173 7,674 192
India and AsiaPac IT Services and Products
Services ............................................................ 3,549 4,612 6,749 169
Products ........................................................... 9,286 13,943 19,864 496
Consumer Care and Lighting .................................. 3,556 4,905 8,683 217
Others ...................................................................... 2,460 5,749 9,996 249
Total ................................................................. 71,647 102,200 138,831 3,469
Gross profit .............................................................. 34,460 47,231 58,597 1,464
Operating expenses :
Selling and marketing expenses .............................. (6,764) (9,173) (13,807) (345)
General and administrative expenses ..................... (5,239) (7,639) (10,820) (270)
Research and development expenses ...................... (202) (268) (405) (10)
Amortization of intangible assets (Note 10) ......... (64) (269) (616) (15)
Foreign exchange gains/(losses), net ....................... (208) (197) 125 3
Others, net ............................................................... 70 221 640 16
Operating income .................................................... 22,053 29,906 33,714 842
Other income, net (Note 19) ................................. 1,196 2,628 2,167 54
Equity in earnings/(losses) of affiliates (Note 13) .. 288 318 257 6
Income before income taxes, minority interest
and cumulative effect of change in accounting
principle ........................................................... 23,537 32,852 36,138 903
Income taxes (Note 21) .......................................... (3,265) (3,723) (3,873) (97)
Minority interest ...................................................... (1) - (24) (1)
Income before cumulative effect of change in
accounting principle ........................................ 20,271 29,129 32,241 806
Cumulative effect of change in accounting
principle (Note 2) ........................................... - 39 - -
Net income .............................................................. Rs. 20,271 Rs. 29,168 Rs. 32,241 $ 806
Earnings per equity share : (Note 23)
Basic
Income before cumulative effect of change in
accounting principle ................................ 14.41 20.42 22.23 0.56
principle ................................................... - 0.03 - -
Net income ...................................................... 14.41 20.45 22.23 0.56
Diluted .....................................................................
Income before cumulative effect of change
in accounting principle ............................ 14.24 20.17 22.16 0.55
principle ................................................... - 0.03 - -
Net income ...................................................... 14.24 20.20 22.16 0.55
Weighted-average number of equity shares used in
computing earnings per equity share :
Basic ......................................................................... 1,406,505,974 1,426,709,163 1,450,604,615
Diluted ..................................................................... 1,423,679,230 1,444,467,557 1,454,780,607
See accompanying notes to the consolidated financial statements
94
WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(in millions, except share and per share data)
Accumulated Equity Shares held by a
Equity Shares Additional Other Controlled Trust Total
No. of Paid in Deferred Stock Comprehensive Comprehensive Retained Stockholders’
Shares Amount Capital Compensation Income Income/(loss) Earnings No. of Shares Amount Equity
Balance as of March 31, 2005 ............................................................... 1,407,141,044 Rs. 1,407 Rs. 13,273 Rs. (3,185) - Rs. 96 Rs. 45,138 (7,893,060) Rs. - Rs. 56,729
Cash dividends (Note 16) .................................................................... - - - - - - (3,998) - - (3,998)
Issuance of equity shares on exercise of options (Note 22) .................. 18,613,223 33 4,671 - - - - - - 4,704
Stock split effected in the form of stock dividend (Note 17) .............. - 1,412 (1,161) - - - (251) - - -
Equity shares granted to employees by Trust .......................................... - - - - - - - 24,000 - -
Reversal related to employee stock incentive plan,
net of issuances (Note 22) .......................................................... - - (331) 299 - - - - - (32)
Amortization of compensation related to employee stock
incentive plan. ............................................................................. - - - 684 - - - - - 684
Excess income tax benefit related to employee stock incentive plan - - 69 - - - - - - 69
Comprehensive income
Net income .................................................................................. - - - - Rs. 20,270 - 20,270 - - 20,270
Other comprehensive income/(loss)
Translation adjustments .............................................................. - - - - 20 - - - - -
Unrealized gain/(loss) on investment securities, net
(net of tax effect of Rs. 115) ....................................................... - - - - 229 - - - - -
Unrealized gain/(loss) on cash flow hedging derivatives, net (Note 14) - - - - 89 - - - - -
Total other comprehensive income/(loss) ........................................... - - - - 338 338 - - - 338
Comprehensive income ........................................................................ - - - - Rs. 20,608 - - - - -
Balance as of March 31, 2006 .............................................................. 1,425,754,267 Rs. 2,852 Rs. 16,521 Rs. (2,202) - Rs. 434 Rs. 61,161 (7,869,060) Rs. - Rs. 78,764
Elimination of deferred stock compensation balance on adoption
of SFAS No. 123 (R) (Note 2) .................................................... - - (2,202) 2,202 - - - - - -
Cumulative effect of change in accounting principle (Note 2) ......... - - (39) - - - - - - (39)
Issuance of equity shares on exercise of options (Note 22) ............... 32,095,328 64 8,830 - - - - - - 8,894
Issuance of equity shares on exercise of options through
non-recourse note (Note 22) ..................................................... 1,150,055 2 (2) - - - - - - -
Equity shares forfeited, net of issuance by Trust ................................. - - - - - - - (92,700) - -
Compensation cost related to employee stock incentive plan .......... - - 1,336 - - - - - - 1,336
Excess income tax benefit related to employees stock incentive plan. - - 65 - - - - - - 65
Net income ........................................................................................... - - - - Rs. 29,169 - 29,169 - - 29,169
Translation adjustments .............................................................. - - - - (131) - - - - -
Unrealized gain on investment securities, net (net of tax effect
of Rs. 25) ..................................................................................... - - - - 45 - - - - -
Unrealized gain/(loss) on cash flow hedging derivatives, net (Note 14) - - - - (130) - - - - -
Total other comprehensive income/(loss) ........................................... - - - - (216) (216) - - - (216)
Comprehensive income ........................................................................ - - - - Rs. 28,953 - - - - -
Adjustment to initially apply SFAS No. 158 (net of tax effect of Rs. 18) - - - - - (124) - - - (124)
Balance as of March 31, 2007 .............................................................. 1,458,999,650 Rs. 2,918 Rs. 24,508 Rs. - - Rs. 94 Rs. 73,948 (7,961,760) Rs. - Rs. 101,468
Issuance of equity shares on exercise of options (Note 22) ............... 2,453,670 5 687 - - - - - - 692
Compensation cost related to employee stock incentive plan .......... - - 1,076 - - - - - - 1,076
Gain on sale of long-lived assets to the controlling shareholder,
(net of tax effect Rs. 52) ............................................................. - - 102 - - - - - - 102
Excess income tax benefit related to employees stock
incentive plan .............................................................................. - - 68 - - - - - - 68
Net income .................................................................................. - - - - 32,241 - 32,241 - - 32,241
Translation adjustments ....................................................................... - - - - 110 - - - - -
Unrecognized actuarial gain/(loss), net (net of tax effect of Rs. (17)) - - - - (59) - - - - -
Unrealized gain/(loss) on investment securities, net
(net of tax effect of Rs. (25)) ...................................................... - - - - (52) - - - - -
Unrealized gain/(loss) on cash flow hedging derivatives, net (Note 14) - - - - (1,169) - - - - -
Total other comprehensive income/(loss) ........................................... - - - - (1,170) (1,170) - - - (1,170)
Comprehensive income ........................................................................ - - - - 31,071 - - - - -
95
Balance as of March 31, 2008 .............................................................. 1,461,453,320 Rs. 2,923 Rs. 26,441 Rs. - - Rs. (1,076) Rs. 101,066 (7,961,760) Rs. - Rs. 129,354
Balance as of March 31, 2008 ($) (Unaudited) .................................. - $ 73 $ 661 $ - - $ (27) $ 2,525 - $ - $ 3,232

WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
2006 2007 2008 2008
Convenience
translation into
US $
(Unaudited)
Cash flows from operating activities :
Net income ....................................................... Rs. 20,271 Rs. 29,168 Rs. 32,241 $ 806
Adjustments to reconcile net income to net
cash provided by operating activities :
Gain on sale of property, plant
and equipment .......................................... (8) (10) (20) (1)
principle .................................................... - (39) - -
Depreciation and amortization ......................... 3,195 4,309 6,067 152
Deferred tax expense/(benefit) ......................... 15 (29) (409) (10)
Unrealized exchange gain/(loss) ...................... 75 470 (596) (15)
Gain on sale of investment securities, net ....... (238) (549) (771) (19)
Stock based compensation ............................... 652 1,336 1,076 27
Excess income tax benefit related to employee
stock incentive plan .................................. 69 - - -
Equity in earnings of affiliates ........................... (288) (318) (257) (6)
Minority interest .............................................. 1 - 24 1
Changes in operating assets and liabilities :
Accounts receivable .................................. (5,363) (6,167) (7,720) (193)
Unbilled revenue ...................................... (1,596) (760) (3,208) (80)
Inventories ................................................ (295) (1,060) (1,842) (46)
Other assets ............................................... (2,284) (2,152) (7,738) (194)
Accounts payable ...................................... 28 1,497 2,211 55
Accrued expenses and employee costs ...... 3,991 893 4,157 104
Advances from customers
and unearned revenue .............................. 337 1,384 3,153 79
Other liabilities ......................................... 1,630 2,188 (1,773) (45)
Net cash provided by operating activities ........ 20,192 30,161 24,595 615
96

2006 2007 2008 2008
Convenience
translation into
US $
(Unaudited)
Cash flows from investing activities :

Expenditure on property, plant and equipment (7,486) (11,392) (14,674) (367)
Proceeds from sale of property,
plant and equipment ................................ 113 149 479 12
Dividends received from affiliates ..................... 14 - - -
Purchase of investments ................................... (58,707) (123,726) (231,684) (5,789)
Proceeds from sale of investments .................... 52,043 121,542 250,013 6,247
Investments in interest-bearing deposits ......... (500) (250) (500) (12)
Redemption of interest-bearing deposits .......... - 100 650 16
Payment for acquisitions, net of cash acquired (2,777) (7,800) (32,789) (819)
Net cash used in investing activities ................ (17,300) (21,377) (28,505) (712)
Cash flows from financing activities :

Proceeds from issuance of equity shares ........... 4,767 8,894 692 17
Proceeds from issuance of equity shares
by a subsidiary ........................................... - - 55 1
Proceeds/(repayment) from/of short-term
borrowings from banks, net ...................... (196) 1,825 21,370 534
Proceeds from long-term debt .......................... - 147 15,087 377
Repayment of long-term debt
and capital lease obligation ....................... (268) - (1,081) (27)
Payment of cash dividends ............................... (3,998) (8,873) (5,393) (135)
Movement in restricted cash relating to
cash dividends ........................................... - (7,238) - -
Excess income tax benefit related to employee
stock incentive plan .................................. - 65 68 2
Net cash provided by/(used in) financing
activities .................................................... 305 (5,180) 30,798 770
Effect of exchange rate changes on cash .................. (10) (50) (30) (1)
Net increase in cash and cash equivalents during
the year ............................................................. 3,197 3,604 26,888 672
Cash and cash equivalents at the beginning of the year 5,671 8,858 12,412 310
Cash and cash equivalents at the end of the year ... Rs. 8,858 Rs. 12,412 Rs. 39,270 981
Supplementary information :
Cash paid for interest ....................................... Rs. 35 Rs. 125 Rs. 1,440 $ 36
Cash paid for taxes ........................................... 4,543 4,252 5,459 136
Property, plant and equipment acquired
under capital lease obligation ........................... - 1 124 3

97
Index of Notes to Accounts Note Reference Page No.
Overview ................................................................................................................................................ 1 99
Significant Accounting Policies ............................................................................................................. 2 99-105
Acquisitions ............................................................................................................................................ 3 105-108
Cash and Cash Equivalents ................................................................................................................... 4 108
Accounts Receivable, Inventory and Other Assets ..................................................................... 5, 6, 7 108-109
Investments ............................................................................................................................................ 8 109
Property, Plant and Equipment ............................................................................................................. 9 109-110
Goodwill and Intangible Assets .......................................................................................................... 10 110-111
Other Liabilities ................................................................................................................................... 11 111
Operating Leases .................................................................................................................................. 12 111-112
Investment in affiliates ........................................................................................................................ 13 112
Financial Instruments and Concentrtion of Risk .............................................................................. 14 112-113
Debt ..................................................................................................................................................... 15 113-114
Equity Shares and Dividends .............................................................................................................. 16 114
Stock Dividend ................................................................................................................................... 17 114-115
Retained earnings, Other Income and Shipping and Handling Costs .................................. 18, 19, 20 115
Income Taxes ....................................................................................................................................... 21 115-118
Employee Stock Incentive Plans ........................................................................................................ 22 118-120
Earnings per Share .............................................................................................................................. 23 120-121
Employee Benefit Plans ....................................................................................................................... 24 121-122
Related Parties ..................................................................................................................................... 25 122
Sale of Financial Assets ....................................................................................................................... 26 122-123
Commitment and Contingencies ....................................................................................................... 27 123
Segment Information .......................................................................................................................... 28 123-128
Fair Value of Financial Instruments .................................................................................................... 29 128
98
WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in millions, except share data and where otherwise stated)
1. Overview gains/(losses) are reported in comprehensive income/(loss) as a

component of Operating income.
Wipro Limited (Wipro), together with its subsidiaries
(collectively, the Company) is a leading India based provider of Convenience translation. The accompanying consolidated
IT Services and Products, including Business Process Outsourcing financial statements have been reported in Indian rupees, the
(BPO) services, globally. Further, Wipro has other businesses such national currency of India. Solely for the convenience of the
as India and AsiaPac IT Services and Products and Consumer readers, the financial statements as of and for the year ended
Care and Lighting. Wipro is headquartered in Bangalore, India. March 31, 2008, have been translated into US dollars at the
noon buying rate in New York City on March 31, 2008, for cable
2. Significant Accounting Policies
transfers in Indian rupees, as certified for customs purposes by the
The preparation of consolidated financial statements in Federal Reserve Bank of New York of $ 1 = Rs. 40.02. No
conformity with U.S. generally accepted accounting principles representation is made that the Indian rupee amounts have been,
(U.S. GAAP) requires management to make estimates and could have been or could be converted into United States dollars
assumptions that affect the reported amounts of assets and at such a rate or any other rate.
liabilities, revenues and expenses and disclosure of contingent
Principles of consolidation. The consolidated financial
assets and liabilities. Actual results could differ from these estimates.
statements include the financial statements of Wipro and all of its
Basis of preparation of financial statements. The accompanying subsidiaries, which are more than 50% owned and controlled. All
consolidated financial statements of the Company have been inter-company accounts and transactions are eliminated on
prepared in accordance with U.S. GAAP. consolidation. The Company accounts for investments by the
Functional currency and exchange rate translation. The equity method where its investment in the voting stock gives it
functional currency of Wipro and its domestic subsidiaries is the the ability to exercise significant influence over the investee.
Indian rupee, the national currency of India. The functional Cash equivalents. The Company considers investments in
currency of Wipro’s foreign subsidiaries is determined based on an highly liquid instruments that are purchased with remaining
evaluation of the individual and collective economic factors as maturities, of three months or less to be cash equivalents.
discussed in Statement of Financial Accounting Standard (SFAS)
Revenue recognition. Revenue from services, as rendered, are
No. 52, Foreign Currency Translation. The assets and liabilities of
recognized when persuasive evidence of an arrangement exists,
subsidiaries that have local functional currency are translated into
the sales price is fixed or determinable and collectibility is reasonably
Indian rupees at the exchange rate in effect at the balance sheet
assured. Revenues from software development services comprise
date. Revenue and expense accounts are translated at monthly
revenues from time-and-material and fixed-price contracts.
weighted-average exchange rate for the respective periods. The
Revenue on time-and-material contracts is recognized as the related
gains or losses resulting from such translation are reported as a
services are performed. Revenue from fixed-price, fixed-time frame
separate component of stockholders’ equity under accumulated
contracts is recognized in accordance with the percentage of
other comprehensive income.
completion method. Guidance has been drawn from the
Foreign currency transactions are translated into the Accounting Standards Executive Committee’s conclusion in
functional currency at the rates of exchange prevailing on the paragraph 95 of Statement of Position (SOP) 97-2, Software
date of respective transactions. Monetary assets and liabilities in Revenue Recognition, to account for revenue from fixed price
foreign currency are translated into the functional currency at the arrangements for software development and related services in
exchange rates prevailing on the balance sheet date. The resulting conformity with SOP 81-1, Accounting for Performance of
exchange gains/(losses) are included in the statement of income. Construction-Type and Certain Production-Type Contracts. The
Such gains/(losses) relating to debt denominated in foreign input (cost expended) method has been used to measure progress
currency are included in Other income, net. All other exchange
99
towards completion as there is a direct relationship between input There is objective and reliable evidence of the fair value
and productivity. Provisions for estimated losses on contracts-in- of the undelivered item(s); and
progress are recorded in the period in which such losses become
If the arrangement includes a general right of return
probable based on the current contract estimates. Maintenance
relative to the delivered item, delivery or performance of
revenue is recognized ratably over the term of the agreement.
the undelivered item(s) is considered probable and
Revenue from other services is recognized as the related service is
substantially in control of the Company.
performed, generally using the proportionate completion method.
The arrangement consideration is allocated to the units of
Revenue from sale of third-party software products is
accounting based on their fair values. The revenue recognized for
recognized in accordance with SOP 97-2, Software Revenue
the delivered items is limited to the amount that is not contingent
Recognition. In multiple element software arrangements, revenue
upon the delivery or performance of the undelivered items.
is allocated to each element based on fair value. The fair value of
elements within the scope of SOP 97-2 is determined using In certain cases, the application of the contingent revenue
Vendor-Specific Objective Evidence (VSOE). In the absence of provisions of EITF Issue No. 00-21 could result in recognizing a
VSOE for all elements, the residual method is used where VSOE loss on the delivered element. In such cases, the cost recognized is
exists for all the undelivered elements. Where VSOE of the limited to the amount of non-contingent revenues recognized
undelivered element cannot be determined, revenue for the and the balance costs are recorded as an asset and are reviewed for
delivered elements is deferred until the undelivered elements are impairment based on the estimated net cash flows to be received
delivered. If sufficient VSOE does not exist to allocate revenue to for future deliverables under the contract. These costs are
the elements and Post-Contract Customer Support (PCS) is the subsequently recognized on recognition of the revenue allocable
only undelivered element, the entire arrangement fee is recognized to the remaining deliverables.
ratably over the PCS term.
Revenues are shown net of excise duty, sales tax, value added
Revenues from BPO Services are derived from both tax, service tax and applicable discounts and allowances.
time-based and unit-priced contracts. Revenue is recognized as
the related services are performed, in accordance with the specific Recurring operating costs are expensed as incurred. Certain
terms of the contract with the customers. Revenue and costs upfront non-recurring costs incurred in the initial phases of
attributable to certain process transition activities are deferred outsourcing contracts and contract acquisition costs, are deferred
where such activities do not represent the culmination of a separate and amortized usually on a straight line basis over the term of the
earnings process. Such revenue and related costs are recognized contract. The Company periodically estimates the undiscounted
ratably over the period in which the related services are performed. cash flows from the arrangement and compares it with the
Deferred costs are limited to the amount of deferred revenues. unamortized costs. If the unamortized costs exceed the
undiscounted cash flow, a loss is recognized. Costs that are incurred
Revenue from sale of products is recognized when persuasive
for a specific anticipated software development services contract
evidence of an arrangement exists, the product has been delivered
and that will result in no future benefits unless the contract is
in accordance with sales contract, the sales price is fixed or
obtained are not included in contract costs. However, such costs
determinable and collectibility is reasonably assured.
are deferred only if the cost can be directly associated with a
For all revenue arrangements with multiple deliverables, specific anticipated contract and the recoverability from that
based on the guidance in EITF Issue No. 00-21 the Company contract is deemed to be probable.
recognizes revenues on the delivered products or services only if :
When the Company receives advance payments from
The revenue recognition criteria applicable to the unit customers for sale of products or provision of services, such
of accounting is met; payments are reported as advances from customers until all
The delivered element has value to the customer on a conditions for revenue recognition are met.
standalone basis. The delivered unit will have value on The Company accounts for volume discounts and pricing
a standalone basis if it is being sold separately by other incentives to customers using the guidance in EITF Issue 01-09,
vendors or the customer could resell the deliverable on Accounting for Consideration Given by a Vendor to a Customer
a standalone basis; (Including a Reseller of the Vendor’s Products). The discount
100
terms in the Company’s arrangements with customers generally determinable fair value are recorded at cost, subject to an
entitle the customer to discounts, if the customer completes a impairment charge to the income statement for any other than
specified level of revenue transactions. In some arrangements, the temporary decline in value.
level of discount varies with increases in the levels of revenue
Investments in affiliates. The Company’s equity in the
transactions. The Company recognizes discount obligations as a earnings/(losses) of affiliates is included in the statement of income
reduction of revenue based on the ratable allocation of the discount and the Company’s share of net assets of affiliates is included in
to each of the underlying revenue transactions that result in the balance sheet.
progress by the customer toward earning the discount. The
Shares issued by subsidiary/affiliate. The issuance of stock by a
Company recognizes the liability based on its estimate of the
subsidiary/affiliate to third parties reduces the proportionate
customer’s future purchases. If the Company cannot reasonably
ownership interest in the investee. Unless the issuance of such
estimate the customer’s future purchases, then the liability is
stock is part of a broader corporate reorganization or unless
recorded based on the maximum potential level of discount. The
realization is not assured, the Company recognizes a gain or loss,
Company recognizes changes in the estimated amount of
equal to the difference between the issuance price per share and
obligations for discounts using a cumulative catch-up adjustment.
the Company’s carrying amount per share. Such gain or loss is
Warranty costs. The Company accrues the estimated cost recognized in the statement of income when the transaction occurs.
of warranties at the time when the revenue is recognized. The
Property, plant and equipment. Property, plant and equipment
accruals are based on the Company’s historical experience of
are stated at cost. The Company depreciates property, plant and
material usage and service delivery costs.
equipment over the estimated useful life using the straight-line
Shipping and handling costs. Shipping and handling costs method. Assets under capital lease and leasehold improvements
are included in selling and marketing expenses. are amortized over the shorter of estimated useful life or the related
lease term. The estimated useful lives of assets are as follows :
Inventories. Inventories are stated at the lower of cost and
market value. Cost is determined using the weighted-average Buildings 30 to 60 years
method for all categories of inventories. Plant and machinery 2 to 21 years
Investment securities. The Company classifies its debt and Computer equipment 2 to 6 years
equity securities in one of the three categories : trading, Furniture, fixtures and equipment 3 to 10 years
held-to-maturity or available-for-sale, at the time of purchase and Vehicles 4 years
re-evaluates such classifications as of each balance sheet date.
Computer software 2 to 6 years
Trading and available-for-sale securities are recorded at fair value.
Held-to-maturity securities are recorded at amortized cost, adjusted Software for internal use is primarily acquired from
for the amortization or accretion of premiums or discounts. third-party vendors and is in ready to use condition. Costs for
Unrealized holding gains and losses on trading securities are included acquiring this software are capitalized and subsequent costs are
in income. Temporary unrealized holding gains and losses, net of charged to the statement of income. The capitalized costs are
the related tax effect, on available-for-sale securities are excluded amortized on a straight-line basis over the estimated useful life of
from income and are reported as a part of other comprehensive the software.
income/(loss) in stockholders’ equity until realized. Realized gains Deposits paid towards the acquisition of property, plant and
and losses from the sale of trading and available-for-sale equipment outstanding as of each balance sheet date and the cost
securities are determined on a first-in-first out basis and are of property, plant and equipment not ready for use before such
included in income. A decline in the fair value of any available- date are disclosed under capital work-in-progress. The interest
for-sale or held-to-maturity security below cost that is deemed cost incurred for funding an asset during its construction period is
to be other than temporary results in a reduction in carrying capitalized based on the actual investment in the asset and the
amount to fair value with a charge to the income statement. average cost of funds. The capitalized interest is included in the
Fair value for mutual fund units is based on published per unit cost of the relevant asset and is depreciated over the estimated
value, which is the basis for current transactions. Non-readily useful life of the asset.
marketable equity securities for which there is no readily
101
Business combinations, goodwill and intangible assets. In incurred on equipment and facilities that are acquired or
accordance with SFAS No. 141, Business Combinations, the constructed for research and development activities and having
Company uses the purchase method of accounting for all alternative future uses, is capitalized as tangible assets when acquired
business combinations consummated after June 30, 2001. or constructed. Software product development costs are expensed
Intangible assets acquired in a business combination are as incurred until technological feasibility is achieved.
recognized and reported apart from goodwill if they meet the
Impairment or disposal of long-lived assets. Long-lived assets,
criteria specified in SFAS No. 141. Any purchase price allocated
including certain identifiable intangible assets, to be held and
to an assembled workforce is not accounted separately.
used are reviewed for impairment whenever events or changes in
In accordance with SFAS No. 142, Goodwill and Other circumstances indicate that the carrying amount of such assets
Intangible Assets, all assets and liabilities of the acquired business may not be recoverable. Such assets are considered to be impaired
including goodwill are assigned to the reporting units. The if the carrying amount of the assets is higher than the future
Company does not amortize goodwill but instead tests goodwill undiscounted net cash flows expected to be generated from the
for impairment at least annually, using a two step impairment assets. The impairment amount to be recognized is measured by
process. the amount by which the carrying value of the assets exceeds its
fair value.
The fair value of the reporting unit is first compared to its
carrying value. The fair value of reporting units is determined The Company measures long-lived assets held-for-sale, at
using the income approach. If the fair value of the reporting unit the lower of carrying amount or fair value, less costs to sell.
exceeds the carrying value of the net assets assigned to that unit,
Earnings per share. In accordance with SFAS No. 128,
goodwill is not impaired. If the carrying value of the net assets
Earnings Per Share, basic earnings per share is computed using
assigned to the reporting unit exceeds the fair value of the reporting
the weighted-average number of common shares outstanding
unit, then the implied fair value of the reporting unit’s goodwill is
during the period. Diluted earnings per share is computed using
compared with the carrying value of the reporting unit’s goodwill.
the weighted-average number of common and dilutive common
The implied fair value of goodwill is determined in the same manner
equivalent shares outstanding during the period, using the treasury
as the amount of goodwill recognized in a business combination.
stock method for options and warrants, except where the results
If the carrying value of a reporting unit’s goodwill exceeds its
would be anti-dilutive.
implied fair value, then an impairment loss equal to the difference
is recorded. Dividends. Final dividend on the common stock is recorded
as a liability on the date of declaration by the stockholders. Interim
The Company amortizes intangible assets over their estimated
dividends are recorded as a liability on the date of declaration by
useful lives unless such lives are determined to be indefinite.
the board of directors.
Amortizable intangible assets are amortized over their estimated
useful lives in proportion to the economic benefits consumed in Income taxes. Income taxes are accounted for using the asset
each period. Intangible assets with indefinite lives are tested at and liability method. Deferred tax assets and liabilities are recognized
least annually for impairment and written down to the fair value for the future tax consequences attributable to differences between
as required. The estimated useful lives of the amortizable intangible the financial statement carrying amounts of existing assets and
assets are as follows : liabilities and their respective tax bases and operating loss
carry-forwards. Deferred tax assets and liabilities are measured using
Customer-related intangibles 2 to 5 years
enacted tax rates expected to apply to taxable income in the years
Marketing-related intangibles 2 to 30 years in which those temporary differences are expected to be recovered
or settled. The effect on deferred tax assets and liabilities of a
Technology-based intangibles 5 years
change in tax rates is recognized in income in the period that
Start-up costs. Cost of start-up activities including includes the enactment date. The deferred tax asset is reduced by
organization costs are expensed as incurred. a valuation allowance if it is more likely than not that some portion
Research and development. Revenue expenditure on research or all of the asset will not be realized. Excess income tax benefit on
and development is expensed as incurred. Capital expenditure exercise of employee stock options is credited to additional
102
paid-in capital. The Company recognizes penalties and interest Year ended March 31,
related to unrecognized tax benefits as a component of other 2006
income, net.
Net income, as reported Rs. 20,271
The Company adopted FASB Interpretation No. 48,
Add : Stock-based employee compensation
Accounting for Uncertainty in Income Taxes - an Interpretation
expense included in reported net income,
of FASB Statement No. 109 (FIN 48) on April 1, 2007. FIN 48
net of tax effects 619
clarifies the accounting and reporting for uncertainties in income
tax law. This Interpretation prescribes a comprehensive model for Less : Stock-based employee compensation
the financial statement recognition, measurement, presentation expense determined under fair value based
and disclosure of uncertain tax positions considered or to be method, net of tax effects (1,191)
considered in income tax returns. Refer Note 21 for additional Pro forma net income Rs. 19,699
information relating to impact of adoption of FIN 48.
Earnings per share : Basic
Stock-based compensation. Effective April 1, 2006, the As reported 14.41
Company adopted SFAS No. 123 (revised 2004), Share-Based Pro forma 14.01
Payment, (SFAS No. 123 (R)), which requires the measurement
Earnings per share : Diluted
and recognition of compensation expense for all stock-based
As reported 14.24
payment awards based on the grant-date fair value of those awards.
Pro forma 13.87
The Company adopted SFAS No. 123(R) using the modified
prospective application method. Under this approach, the The Company has granted 55,500, 7,050,766 and 746,686
Company has recognized compensation expense for share-based options under Restricted Stock Unit Plans, at a nominal exercise
payment awards granted prior to, but not yet vested as of April 1, price of Rs. 2 per share, during the years ended March 31, 2006,
2006, based on the grant date fair value estimated in accordance 2007 and 2008. Since these options have been granted at a nominal
with the provisions of SFAS No. 123. exercise price, the value on the date of grant approximates the fair
value of the underlying stock.
Under APB Opinion No. 25, the Company had a policy of
recognizing the effect of forfeitures only as they occurred. Derivatives and hedge accounting. The Company purchases
Accordingly, as required by SFAS No. 123 (R), on April 1, 2006, forward foreign exchange contracts/option contracts (derivatives)
the Company estimated the number of outstanding instruments, to mitigate the risk of changes in foreign exchange rates on accounts
which are not expected to vest and recognized a gain of Rs. 39 receivable and forecasted cash flows denominated in certain foreign
representing the reversal of compensation cost for such instruments currencies. The strategy also includes purchase of series of
previously recognized in statement of income as cumulative effect short-term forward foreign exchange contracts which are replaced
of changes in accounting principle. For awards with a graded- with successive new contracts up to the period in which the
vesting schedule, if vesting is based only on a service condition, forecasted transactions are expected to occur (roll-over hedging).
the Company recognizes the compensation cost on a straight-line The Company also designates zero-cost collars, which qualify as
basis over the requisite service period of the entire award. net purchased options, to hedge the exposure to variability in
expected future foreign currency cash inflows.
Had compensation cost, for the year ended March 31, 2006,
been determined in a manner consistent with the fair value In accordance with SFAS No. 133, Accounting for
approach described in SFAS No. 123, the Company’s net income Derivative Instruments and Hedging Activities, as amended, the
and earnings per share as reported would have been reduced to Company recognizes all derivatives as assets or liabilities measured
the pro-forma amounts indicated below : at their fair value, regardless of the purpose or intent of holding
them. In respect of derivatives designated and effective as cash
103
flow hedges, gains or losses resulting from changes in the fair SFAS No. 157 is applicable for the Company commencing
value are deferred and recorded as a component of accumulated April 1, 2009. SFAS No. 157 defines fair value, establishes a
other comprehensive income within stockholder’s equity until framework for measuring fair value and expands disclosures about
the hedged transaction occurs and are then recognized in the fair value measurements; however, it does not require any new fair
consolidated statements of income along with the hedged item. value measurements. The Company is currently evaluating the
The Company assesses hedge effectiveness based on overall change impact of the adoption of SFAS No. 157 on its consolidated
in fair value of derivative instrument. However, for derivatives financial statements.
acquired pursuant to roll-over hedging strategy, the forward
SFAS No. 159. In February 2007, the FASB issued SFAS
premium/discount points are excluded from assessing hedge
No. 159, The Fair Value Option for Financial Assets and Financial
effectiveness.
Liabilities (SFAS No. 159). This statement permits entities to
Changes in fair value for derivatives not designated as hedging choose to measure eligible financial instruments and certain other
derivatives and ineffective portion of the hedging instruments are items at fair value on a instrument-by-instrument basis, that are
recognized in consolidated statements of income of each period otherwise not permitted to be accounted for at fair value under
and are reported within foreign exchange gains/(losses), net under other generally accepted accounting principles. The objective is
operating expenses. to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by
In respect of derivatives designated as hedges, the Company
measuring related assets and liabilities differently without having
formally documents all relationships between hedging instruments
to apply complex hedge accounting provisions. SFAS No. 159 is
and hedged items, as well as its risk management objective and
effective for the Company, commencing fiscal year beginning
strategy for undertaking various hedge transactions. The Company
April 1, 2008. The Company has evaluated the impact of this
also formally assesses both at the inception of the hedge and on an
statement and believes that adoption of SFAS No. 159,
ongoing basis, whether each derivative is highly effective in
prospectively, on April 1, 2008, will not have a material effect on
offsetting changes in fair values or cash flows of the hedged item.
its consolidated financial statements.
If it is determined that a derivative is not highly effective as a
hedge, or if a derivative ceases to be a highly effective hedge, the SFAS No. 141R. In December 2007, the FASB issued
Company, prospectively, discontinues hedge accounting with SFAS No. 141 (revised 2007), Business Combinations (SFAS
respect to that derivative. No. 141R), which is a revision of SFAS No. 141, Business
Combinations. This statement establishes principles and
The Company also designates foreign currency forward
requirements for how an acquirer : recognizes and measures in its
contracts and net purchased options as hedges of net investments
financial statements the identifiable assets acquired, the liabilities
in foreign operations. The effective portion of the hedge is
assumed and any non-controlling interest in the acquiree;
recognized in translation adjustments in other comprehensive
recognizes and measures the goodwill acquired in the business
income and transferred to consolidated statement of income upon
combination or a gain from a bargain purchase; and determines
sale or disposal of the foreign operation.
what information to disclose to enable users of the financial
Reclassifications. Certain amounts in the prior years’ statements to evaluate the nature and financial effects of the
consolidated financial statements and notes have been reclassified business combination. The Company will be required to apply
to confirm to the current year’s presentation. this new standard prospectively to business combinations for which
Recent accounting pronouncements the acquisition date is on or after the beginning of the annual
reporting period beginning on or after December 15, 2008. Early
SFAS No. 157. In September 2006, the FASB issued SFAS
adoption is prohibited. The Company is currently evaluating the
No. 157, Fair Value Measurements (SFAS No. 157). SFAS No.
impact of the adoption of SFAS No. 141R on its consolidated
157 will become effective for the Company, commencing the fiscal
financial statements.
year beginning April 1, 2008, except for certain non-financial
assets and non-financed liabilities that are not recognized or SFAS No. 160. In December 2007, the FASB issued SFAS
disclosed at fair value in the financial statements on a recurring No. 160, Non-controlling Interests in Consolidated Financial
basis. For such non-financial assets and non-financial liabilities, Statements (SFAS No. 160 (an amendment of ARB No. 51)).
104
SFAS No. 160 establishes accounting and reporting standards for 3. Acquisitions
ownership interests in subsidiaries held by parties other than the
Fiscal 2008 acquisitions
parent, the amount of consolidated net income attributable to
the parent and to the non-controlling interest, changes in a parent’s Unza Holdings Limited
ownership interest and the valuation of retained non-controlling On July 30, 2007, the Company acquired 100% of the equity
equity investments when a subsidiary is deconsolidated. SFAS of Unza Holdings Limited and subsidiaries (‘Unza’). Unza is an
No. 160 also establishes disclosure requirements that clearly identify independent manufacturer and marketer of personal care products
and distinguish between the interests of the parent and the in South East Asia. Unza markets a wide portfolio of personal care
interests of the non-controlling owners. The Company will be and detergent brands in several countries. The consideration
required to adopt this new standard for fiscal years, and interim (including direct acquisition costs) included a cash payment of
periods within those fiscal years, beginning on or after December Rs. 9,273 and a deferred payment of Rs. 981, which was
15, 2008. The Company is currently evaluating the impact of the subsequently paid during the year.
adoption of SFAS No. 160 on its consolidated financial statements.
The Company believes that this acquisition would
SFAS No. 161 : In March 2008, the FASB issued SFAS strengthen the Company’s brand portfolio and market presence
No. 161, Disclosures about Derivative Instruments and Hedging in South East Asia and provide synergy in terms of access to
Activities – An Amendment of FASB Statement No. 133 (SFAS common vendors, formulation and brands.
No. 161). SFAS No. 161 requires enhanced disclosures on
The purchase price has been preliminarily allocated to the
derivative and hedging activities by requiring objectives to be
acquired assets and liabilities as follows :
disclosed for using derivative instruments in terms of underlying
risk and accounting designation. This statement requires disclosures Description Fair value
on the need of using derivative instruments, accounting of
Cash and cash equivalents Rs. 619
derivative instruments and related hedged items, if any, under
SFAS No. 133 and the effect of such instruments and related Property, plant and equipment 1,310
hedge items, if any, on the financial position, financial performance Marketing-related intangibles 7,691
and cash flows. The Company will be required to adopt this new
Goodwill 4,484
statement for fiscal years beginning after November 15, 2008. The
Other assets 2,275
Company is currently evaluating the impact of the adoption of
SFAS No. 161 on its consolidated financial statements. Short-term borrowings and long-term debt (2,747)
SFAS No. 162 : In May 2008, the FASB issued SFAS No. Deferred income taxes, net (1,407)
162, The Hierarchy of Generally Accepted Accounting Principles. Other liabilities (1,971)
The new standard is intended to improve financial reporting
Total Rs. 10,254
by identifying a consistent framework, or hierarchy, for selecting
accounting principles to be used in preparing financial statements The majority of marketing-related intangibles relate to brands.
that are presented in conformity with U.S. generally accepted The Company has made a preliminary assessment to identify brands,
accounting principles (GAAP) for non-governmental entities. which have indefinite life, and those, which have determinable life
SFAS No. 162 is effective 60 days following the SEC’s approval of based on a number of factors, including the competitive environment,
the Public Company Accounting Oversight Board (“PCAOB”) market share, brand history and macro-economic environment of
amendments to AU Section 411, The Meaning of Present Fairly the countries in which the brands are sold. Marketing-related
in Conformity with Generally Accepted Accounting Principles. intangibles include intangibles of Rs. 4,873 million, which
The Company does not expect the adoption of SFAS No. 162 to management has preliminarily assessed to have an indefinite life.
have a material impact on its consolidated financial statements. The weighted average useful life of determinable life intangibles
amounting Rs. 2,818 is preliminarily assessed to be 30 years.
105
Infocrossing Inc. Unaudited pro forma financial information
On September 20, 2007, the Company acquired Infocrossing The following table provides pro forma results of operations
Inc. and subsidiaries (‘Infocrossing’). The acquisition was for the year ended March 31, 2007 and 2008 as if Unza and
conducted by means of a tender offer for all the outstanding shares Infocrossing had been acquired as of the beginning of each of the
of Infocrossing. Infocrossing is a U.S.-based IT infrastructure fiscal years presented. The pro forma results include certain purchase
management, enterprise application and business process
accounting adjustments such as the estimated changes in
outsourcing services provider. The total consideration (including
depreciation and amortization expense on acquired tangible and
direct acquisition costs) amounted to Rs. 17,640.
intangible assets. The pro forma results exclude effects of certain
The Company believes that the acquisition of Infocrossing material non-recurring charges of Rs. 1,717 incurred solely in
broadens the Company’s data center and mainframe capabilities
connection with the acquisition transaction (transaction costs
and strengthens its competitive positioning in offering
incurred by the acquiree, payments relating to employment
infrastructure management services.
contracts of key employees on change of control and write-off of
As of the date of acquisition, Infocrossing had net unamortized discount on convertible debt extinguished on
operating losses, which are available for carry- forward and set- acquisition). The proforma amounts are not necessarily indicative
off against taxable profits in the future. The Company believes
of the results that would have occurred if the acquisitions had
that it is more likely than not that approximately US $ 71 of
occurred on dates indicated or that may result in the future.
net operating losses will be available for carry-forward and set-
off against taxable income in the future. Accordingly, in the (in million)
preliminary purchase price allocation, the Company has Year ended March 31,
recorded deferred tax assets of 2007 2008
US $ 31 representing the tax benefits that can be availed.
Revenue Rs. 166,993 Rs. 204,279
In addition, pursuant to the terms of an indenture
Net income 29,911 32,206
agreement, the convertible debt of Infocrossing has been
Basic net income per share 20.96 22.20
cancelled on acquisition. Liabilities assumed upon acquisition
include Rs. 4,278 payable to the holders of convertible debt. Diluted net income per share 20.71 22.14
Further, pursuant to the terms of the stock option plan, all the Others
outstanding stock options of Infocrossing have been cancelled.
Liabilities assumed upon acquisition include Rs. 823 payable During the year ended March 31, 2008, the Company has
to the stock option holders. These liabilities have been paid paid Rs. 292 towards earn-out determined on achievement of
during the year. specific financial metrics for Retail Box B.V. and Saraware Oy,
acquisitions consummated in prior years.
The purchase price has been preliminary allocated to the
acquired assets and liabilities as follows : During the year ended March 31, 2008, the Company
acquired 100% of the equity of OKI Techno Centre Singapore
Description Fair value
Pte. Limited (OKI) and a substantial portion of business of
Cash and cash equivalents Rs. 775 Aquatech Industries (India) Private Limited (Aquatech), a
Property, plant and equipment 2,038 manufacturer of water treatment plants. The consideration
Customer-related intangibles 2,425 (including direct acquisition costs) includes a cash payment of
Goodwill 21,113 Rs. 52 and Rs. 434 respectively. The purchase price has been
Other assets 1,987 allocated on a preliminary basis to the acquired assets and liabilities
Short-term borrowings and long-term debt (5,326) and goodwill of Rs. 25 and Rs. 342 respectively has been recorded.
Deferred income taxes, net (214) For the acquisitions consummated during the year, the
Other liabilities (5,158) purchase consideration has been allocated on a preliminary basis
Total Rs. 17,640 based on management’s estimates. The Company is in the process
of making a final determination of the carrying value of assets
The weighted average useful life of customer-related intangibles and liabilities, which may result in changes in the carrying value
has been preliminarily assessed to be 7 years. of net assets recorded. Finalization of the purchase price allocation
may result in certain adjustments to the above allocation.
106
Fiscal 2007 and 2006 Acquisitions
A summary of the acquisitions completed in the fiscal 2007 and 2006 is given below :
Name of entity and effective Nature of business Management’s assessment of business

date of acquisition rationale
India, Middle East and SAARC operations Business communication solutions include Complements the Company’s existing
of 3D Networks and Planet PSG consulting, voice, data and converged practice capabilities and differentiates the
(‘3D Group’) solutions, and managed services. Company as a comprehensive IT
(November 2006) Solutions provider across segments.
Hydrauto Group AB (‘Hydrauto Group’) Production, marketing and development Provides an entry into European markets,
(November 2006) of customized hydraulic cylinders solution. access to customer base and
complementary engineering skills.
Quantech Global Services LLC and Computer Aided Design and Engineering Strengthens Company’s presence in the
Quantech Global Services Ltd. Services. mechanical engineering design and
(‘Quantech’) (July 2006) analysis services sector.
RetailBox B.V. and subsidiaries Software development services, Expansion of the Company’s range of IT
(‘Enabler Group’) implementation and support of IS solution services (including Oracle retail
(June 2006) systems for retail industry. implementation, digital supply chain,
business optimization and integration.)
and expand domain expertise.
Saraware Oy (‘Saraware’) Providing design and engineering services Expansion of presence in the engineering
(June 2006) to telecom industry. services space in Finland and the Nordic
region.
Business of North-West Switchgear Manufacturer and distributor of switches, Expansion of the presence in electrical
Limited (‘North-West’) (May 2006) sockets and miniature circuit breakers. product segment.
cMango Inc. and subsidiaries Business management service solutions. Expansion of operations in the Business
(‘cMango Group’) Management Services sector and access
(April 2006) to customers in the Business Management
services sector.
mPower Software Services Inc. and its IT services in payments service sector. Expansion of domain expertise in
subsidiaries (‘mPower Group’)
(December 2005) payment service sector.
BVPENTE
Beteiligungsverwaltung GmbH and its Semiconductor Intellectual Property (IP) Expansion of strong domain expertise in
subsidiaries (‘New Logic Group’) cores and complete system on chip semi conductor Intellectual Property (IP)
(December 2005) solutions with digital, analog mixed signal cores and complete system-on-chip
and Radio Frequency (RF) design services. solutions with digital, analog mixed signal
and Radio Frequency (RF) design services.
107
The total purchase price has been allocated to the acquired assets and liabilities as follows :
Name of entity Purchase Net assets Deferred tax Intangible assets Goodwill
consideration liabilities
3D Group Rs. 904 Rs. 508 Rs. (46) Rs. 72 Rs. 370
Hydrauto Group 1,412 498 (123) 136 901
Quantech 281 (230) (16) 46 481
Enabler Group 2,442 389 (104) 284 1,873
Saraware 1,116 187 (89) 338 680
North-West 1,132 34 - 1,098 -
cMango Group 884 (23) (46) 78 875
mPower Group 1,275 185 (178) 513 755
New Logic Group 1,225 307 (53) 213 758
Total Rs. 10,671 Rs. 1,855 Rs. (655) Rs. 2,778 Rs. 6,693
On finalization of preliminary purchase price allocations, the Company did not record any significant adjustment.
4. Cash and Cash Equivalents 6. Inventories
Cash and cash equivalents as of March 31, 2007 and 2008 Inventories consist of the following :
comprise of cash, cash on deposit with banks and highly liquid
As of March 31,
investments.
2007 2008
5. Accounts Receivable Stores and spare parts Rs. 298 Rs. 455
Raw materials and components 1,584 2,950
Accounts receivable are stated net of allowance for doubtful
Work-in-process 491 1,078
accounts. The Company maintains an allowance for doubtful
Finished goods 1,777 2,689
accounts based on financial condition of its customers and ageing
of the accounts receivable. Accounts receivable are generally not Rs. 4,150 Rs. 7,172
collateralized. The activity in the allowance for doubtful accounts 7. Other Assets
receivable is given below :
Other assets consist of the following :
Year ended March 31, As of March 31,
2006 2007 2008 2007 2008
Balance at the
beginning Prepaid expenses Rs. 1,049 Rs. 2,800
of the year Rs. 989 Rs. 1,258 Rs. 1,388 Prepaid rentals for leasehold land 597 645
Due from officers and employees 884 1,503
Additional provision
Advances to suppliers 712 1,373
during the year,
net of collections 275 280 289 Balances with statutory authorities 207 548
Deposits 1,591 1,889
Bad debts charged Interest-bearing deposits
to provision (6) (150) (581) with corporates 650 500
Balance at the end Advance income taxes 4,844 6,990
of the year Rs. 1,258 Rs. 1,388 Rs. 1,096 Deferred contract costs 707 2,864
Derivative asset 379 1,002
Others 1,135 2,192
12,755 22,306
Less : Current assets (10,502) (19,092)
Rs. 2,253 Rs. 3,214
108
Sales-type leases 9. Property, Plant and Equipment
Others include receivables on account of sales-type leases Property, plant and equipment consist of the following :
and are generally due in monthly, quarterly or semiannually
As of March 31,
installments over period ranging from 3 to 5 years
2007 2008
Details of sales-type leases are given below :
Land Rs. 1,571 Rs. 2,127
As of March 31, Buildings 6,096 9,679
2007 2008 Plant and machinery 6,644 13,327
Gross finance receivables Rs. 437 Rs. 323 Furniture, fixtures and equipment 3,934 6,853
Unguaranteed residual value 28 84 Computer equipment 9,959 10,518
Unearned income (81) (79) Vehicles 1,821 2,417
Net investment in finance Computer software for internal use 2,831 2,916
receivables Rs. 384 Rs. 328 Capital work-in-progress 10,189 13,544
At March 31, 2008, minimum lease receivable for each of 43,045 61,381
the five succeeding fiscal years are as follows : Accumulated depreciation
and amortization (16,504) (21,559)
Year ending March 31, Amount
Rs. 26,541 Rs. 39,822
2009 Rs. 54
2010 42 Depreciation expense for the years ended March 31, 2006,
2011 128 2007 and 2008 is Rs. 3,101, Rs. 3,931 and Rs. 5,343 respectively.
2012 70 This includes Rs. 206, Rs. 400 and Rs. 752 as depreciation of
2013 29 capitalized internal use software, during the years ended
March 31, 2006, 2007 and 2008, respectively.
Total Rs. 323
Property, plant and equipment, net, include assets held under
8. Investments in liquid and short-term mutual funds
capital leases which consist of the following :
Investments in liquid and short-term mutual funds consist
As of March 31,
of the following :
2007 2008
As of March 31, 2007 As of March 31, 2008
Carrying Gross Fair Carrying Gross Fair Plant and Machinery Rs. 84 Rs. 201
value unrealized value value unrealized Value
holding holding Computer equipment - 2,045
gains gains
Available-for-sale : 84 2,246
Investment in liquid
and short-term Accumulated depreciation
mutual funds Rs. 31,842 Rs. 568 Rs. 32,410 Rs. 14,317 Rs. 491 Rs. 14,808
and amortization (35) 1,145
Dividends from available-for-sale securities during the
Rs. 49 Rs. 1,101
years ended March 31, 2006, 2007 and 2008 were Rs. 863, Rs.
1,686 and Rs. 1,428 respectively and are included in other Depreciation expense in respect of these assets was Rs. Nil,
income. Rs. 5 and Rs. 170 for the years ended March 31, 2006, 2007
and 2008 respectively.
109
The following is a schedule of future minimum lease payments under capital leases, together with the present value of the net
minimum lease payments as of March 31, 2008
2009 Rs. 401
2010 304
2011 219
2012 114
2013 72
Thereafter 113
Total minimum lease payments 1,223
Less : Amount representing interest 199
Present value of net minimum lease payments Rs. 1,024
Less : Current portion of obligation under

capital leases Rs. 323
Obligations under capital leases, excluding

current portion Rs. 701
10. Goodwill and other Intangible Assets
The Company’s intangible assets acquired either individually or in a business combination consists of the following :
As of March 31,
2007 2008
Gross Accumulated Net Gross Accumulated Net
carrying amortization carrying amortization
amount amount
Technology-based intangibles Rs. 130 Rs. 71 Rs. 59 Rs. 130 Rs. 103 Rs. 27
Customer-related intangibles 2,147 937 1,210 4,585 1,518 3,067
Marketing-related intangibles* 1,481 79 1,402 9,172 190 8,982
Effect of translation adjustment (8) - (8) 464 60 404
Rs. 3,750 Rs. 1,087 Rs. 2,663 Rs. 14,351 Rs. 1,871 Rs. 12,480
* Gross carrying amount for marketing-related intangibles include indefinite life intangible asset of Rs. 4,873 as of
March 31, 2008.
110
The estimated amortization expense for intangible assets for the 11. Other Liabilities
five succeeding years is set out below :
Other liabilities consist of the following :
As of March 31,
2009 Rs. 885 2007 2008
2010 800
Income taxes payable Rs. 3,179 Rs. 4,013
2011 607 Statutory dues and other
2012 481 taxes payable 3,758 5,267
2013 481 Dividends payable 7,238 -
Warranty obligations 742 924
Total Rs. 3,254 Derivative liability 110 2,571
The movement in goodwill balance is given below : Liability for retirement benefits 492 479
Others 1,874 2,276
As of March 31,
17,393 15,530
2007 2008 Less : Current liabilities 16,623 12,519
Balance at the beginning
Rs. 770 Rs. 3,011
of the year Rs. 7,481 Rs. 12,706
Goodwill relating to The activity in warranty obligations is given below :
acquisitions (Note 3, 13) 5,393 26,270
Adjustment relating to finalization Year ended March 31,
of purchase price allocation (104) (215) 2006 2007 2008
Tax benefit allocated to goodwill (14) (51) Balance at the
Effect of translation adjustments (50) 233 beginning of
Balance at the end of the year Rs. 12,706 Rs. 38,943 the year Rs. 361 Rs. 665 Rs. 742
Additional provision
Goodwill as of March 31, 2007 and 2008 has been allocated to during the year 601 827 1,016
the following reportable segments : Reduction due to
payments (297) (750) (834)
Segment As of March 31,
Balance at the end
2007 2008 of the year Rs. 665 Rs. 742 Rs. 924
IT Services and Products Rs. 6,503 Rs. 27,884 12. Operating Leases
BPO Services 3,982 3,982
The Company leases office and residential facilities under
India and AsiaPac IT Services
cancelable and non-cancelable operating lease agreements that
and Products 1,045 1,084
are renewable on a periodic basis at the option of both the lessor
Consumer Care and Lighting - 4,641
and the lessee. Rental payments under such leases were Rs.
Others 1,176 1,352
849, Rs. 1,412 and Rs. 1,880 for the years ended March 31,
Total Rs. 12,706 Rs. 38,943 2006, 2007 and 2008, respectively.
111
Details of contractual payments under non-cancelable leases W M NetServ

are given below :
The Company had accounted for its 80.1% ownership
Year ending March 31, Amount interest in W M NetServ by the equity method as the minority
shareholder in the investee had substantive participative rights as
2009 Rs. 773
specified in EITF Issue No. 96-16, Investor’s Accounting for an
2010 706
Investee when the investor has a majority of the voting interest
2011 641
but the minority shareholder or shareholders have certain approval
2012 575
or veto rights. The carrying value of the equity investment in
2013 511
W M NetServ as of March 31, 2007 was Rs. 122. During the year
Thereafter 2,826
ended March 31, 2008, the Company purchased the minority
Total Rs. 6,032 interest of 19.9% in W M NetServ for a cash consideration of
Rs. 13 and recorded goodwill of Rs. 14. Subsequent to the
Prepaid rentals for leasehold land included under Other
acquisition, the financial statements of W M NetServ are
assets, represent leases obtained for a period of 60 years and 90
consolidated.
years. The prepaid expense is being charged over the lease term
and is included under other assets. 14. Financial Instruments and Concentration of Risk
13. Investments in Affiliates Concentration of risk. Financial instruments that potentially

subject the Company to concentrations of credit risk consist
Wipro GE Medical Systems (Wipro GE)
principally of cash and cash equivalents, investments in liquid
The Company has accounted for its 49% interest in Wipro and short-term mutual funds, other investments securities,
GE by the equity method. The carrying value of the investment derivative financial instruments, accounts receivable and corporate
in Wipro GE as of March 31, 2007 and 2008, was Rs. 1,120 and deposits. The Company’s funds are invested with financial
Rs. 1,343 respectively. The Company’s equity in the income of institutions and commercial corporations with high investment
Wipro GE for year ended March 31, 2006, 2007 and 2008 was grade credit ratings. Limits have been established by the Company
Rs. 259, Rs. 302 and Rs. 257 respectively. as to the maximum amount of cash that may be invested with any
such single entity. To reduce its credit risk, the Company performs
Wipro GE had received tax demands for the financial year
ongoing credit evaluations of customers. No single customer
ended March 31, 2001, 2002, 2003 and 2004 aggregating to
accounted for 10% or more of the accounts receivable as of
Rs. 976, including interest. The tax demands were primarily on
March 31, 2007 and 2008 and revenues for the years ended
account of transfer pricing adjustments and denial of export benefits
March 31, 2006, 2007 and 2008.
and tax holiday benefits claimed by Wipro GE under Indian Income
Tax Act, 1961 (the Act). Wipro GE has appealed against the said Derivative financial instruments. The Company is exposed to
demands before the first appellate authority. The first appellate foreign currency fluctuations on foreign currency assets/liabilities,
authority has vacated the tax demands for the years ended forecasted cash flows denominated in foreign currency and net
March 31, 2001, 2002, 2003 and 2004. The income tax authorities investments in foreign operations. The Company follows
have filed an appeal for the year ended March 31, 2001, 2002, established risk management policies, including the use of
2003 and 2004. derivatives to hedge foreign currency assets/liabilities, foreign
currency forecasted cash flows and net investments in foreign
Considering the facts and nature of disallowance and the
operations. The counter party in these derivative instruments is a
order of the appellate authority upholding the claims of Wipro
bank and the Company considers the risks of non-performance
GE, Wipro GE believes that the final outcome of the disputes
by the counterparty as non-material. A majority of the forward
should be in favour of Wipro GE and will not have any material
foreign exchange/option contracts mature between one to
adverse effect on the financial position and results of operations.
twelve months and the forecasted transactions are expected to
The range of loss due to this contingency is between zero and
occur during the same period.
the amount to which the demand is raised.
112
The following table presents the aggregate contracted As of March 31, 2007 and 2008 there were no significant
principal amounts of the Company’s derivative contracts gains or losses on derivative transactions or portions thereof that
outstanding : have become ineffective as hedges, or associated with an underlying
As of March 31, exposure that did not occur.
2007 2008
15. Debt
Forward contracts
Sell $ 345 $ 2,775 Short -term borrowings from banks primarily consist of lines
€ 16 € 105 of credit of approximately Rs. 19,638, US$ 565 and RM (Malaysian
£ 88 £ 61 Ringgit) 260 from bankers primarily for working capital
requirements. Out of these, as of March 31, 2008, the Company
Buy $ 185 $ 435
has unutilized lines of credit aggregating Rs. 6,457, US $ 350 and
¥ - ¥ 7,580
RM 83 respectively. Additionally, the Company has various other
Net purchased options (to sell) $ 36 $ 641 lines of credit in various other currencies equivalent to Rs. 3,781,
€ 13 € 24 of which Rs. 1,018 is unutilized as of March 31, 2008. Significant
£ - £ 84 portion of the aforementioned lines of credit are revolving credit
¥ - ¥ 7,682 facilities and floating rate foreign currency loans, renewable
quarterly. These facilities generally bear interest at LIBOR plus a
In connection with cash flow hedges, the Company has
recorded Rs. 202, Rs. 72 and Rs. (1,097) of net gains/(losses) as a margin of 30 to 80 basis points.
component of accumulated other comprehensive income within The Company has non-fund based revolving credit facilities
stockholders’ equity as at March 31, 2006, 2007 and 2008, in various currencies equivalent to Rs. 7,621 for operational
respectively. The Company has also recorded Rs. 496 million of requirements that can be used for the issuance of letters of credit
losses relating to effective portion of hedges of net investments in and bank guarantees. As of March 31, 2008, an amount of Rs.
foreign operations in other comprehensive income, within 2,634 was unutilized out of these non-fund based facilities.
translation reserve.
The following table summarizes activity in the accumulated

other comprehensive income/(loss) within stockholders’ equity
related to all derivatives classified as cash flow hedges during the
years ended March 31, 2006, 2007 and 2008.

2006 2007 2008
Balance as at the
beginning of
the year Rs. 113 Rs. 202 Rs. 72
Net gains reclassified
into net income on
occurrence of hedged
transactions (114) (202) (72)
Changes in fair value
of effective portion of
outstanding
derivatives 202 72 (1,097)
Unrealized gain/(losses)
on cash flow hedging
derivatives, net 89 (130) (1,169)
Balance as at the
end of the year Rs. 202 Rs. 72 Rs. (1,097)
113
A summary of long- term debt is as follows :
Currency As of March 31, 2007 As of March 31, 2008

Foreign Indian Foreign Indian Interest Final
currency Rupee currency Rupee rate maturity
Unsecured external
commercial borrowing
Japanese Yen - Rs. - 35,016 Rs. 14,070 1.37% 2013
Unsecured term loan
Indian Rupee - - 245 245 6.05% 2013
Euro 8 463 3 186 2.5%- 5.22% 2010
Secured term loan
Swedish Krona 65 401 63 427 5.32% 2012
864 14,928
Less : Current portion 328 406
Long-term debt, less current portion Rs. 536 Rs. 14,522
Principal payments required on long-term debt in each of 16. Equity Shares and Dividends
the next five fiscal years ending March 31 are as follows :
Currently, the Company has only one class of equity shares.
Year ending March 31, Amount For all matters submitted to vote in the shareholders meeting,
every holder of equity shares, as reflected in the records of the
2009 Rs. 406
Company on the date of the shareholders meeting shall have one
2010 215
vote in respect of each share held.
2011 106
2012 71 The authorized capital of the Company is 1,650,000,000
2013 14,130 equity shares of Rs. 2 each at par value as of March 31, 2008.
Total Rs. 14,928 The Company paid cash dividends of Rs. 3,998, Rs. 8,129
and Rs. 5,123 during the years ended March 31, 2006, 2007
The unsecured external commercial borrowing contains
and 2008 respectively. The dividends per share were Rs. 2.50,
certain restrictive covenants that limit future borrowings and
Rs. 5 and Rs. 3 during the years ended March 31, 2006, 2007
payments towards acquisitions in a financial year and requires the
and 2008, respectively. Additionally, in March 2007, the Board
Company to maintain specified levels of working capital and
of Directors of the Company approved an additional cash
operating results. The terms of the other secured and unsecured
dividend of Rs. 5 per share totaling Rs. 8,253. In accordance
debt and borrowings also contain certain restrictive covenants
with Indian regulations, an amount equivalent to the additional
primarily requiring the Company to maintain certain financial
cash dividend, net of taxes, amounting to Rs. 7,238 was
ratios. As of March 31, 2008, the Company has met all the
transferred to a specific bank account pending payment to the
relevant covenants.
shareholders as of March 31, 2007. The balance in this bank
A portion of the above short-term borrowings and long- account could only be used to pay the specified dividend, was
term debt aggregating to Rs. 969 are secured by inventories, not available for general use and was accordingly reflected as
accounts receivable and certain property, plant and equipment. restricted cash in the consolidated balance sheet. The additional
Interest expense was Rs. 35, Rs. 125 and Rs. 1,440 for the cash dividend was paid during the year ended March 31, 2008.
year ended March 31, 2006, 2007 and 2008 respectively. Interest 17. Stock Dividend
capitalized by the Company was Rs. Nil, Rs. Nil and Rs. 419 for
In July 2005, the members of the Company approved a
the year ended March 31, 2006, 2007 and 2008 respectively.
stock dividend, effective August 24, 2005, in the ratio of
114
1 additional equity shares or ADS for every equity share or ADS 21. Income Taxes
held. Accordingly, the Company issued 705,893,574 additional
Income taxes have been allocated as follows :
shares and has transferred an amount of Rs. 1,161 from additional
paid-in capital and Rs. 251 from retained earnings, to equity shares. Year ended March 31,
The allocation between additional paid-in capital and retained 2006 2007 2008
earnings is in line with the local statutory accounts. Share and per Income from
share data for all periods reported have been adjusted to reflect the continuing
stock split effected in the form of stock dividend. In accordance operations Rs. 3,265 Rs. 3,723 Rs. 3,873
with the shareholder’s approval, capitalization of additional paid- Stockholders equity for :
Income tax benefits
in capital and retained earnings aggregating Rs. 1,412 has been
relating to employee
recorded in the year ended March 31, 2006. stock incentive plans (69) (65) (68)
Gain on sale of long-lived
18. Retained Earnings asset to the controlling
shareholder - - 52
Retained earnings as of March 31, 2007 and 2008, include
Adjustments to initially
Rs. 1,046 and Rs. 1,294 respectively, of undistributed earnings in apply SFAS No. 158 - (18) -
equity of affiliates. Unrecognized actuarial
(gain)/loss - - (17)
19. Other Income, Net Unrealized gains/(loss)
on investment
Other income consists of the following : securities, net 115 25 (25)
Tax benefit allocated
to goodwill - (14) (51)
2006 2007 2008 Total income taxes Rs. 3,311 Rs. 3,651 Rs. 3,764
Interest income Rs. 198 Rs. 683 Rs. 1,505 Income taxes relating to continuing operations consist of
Interest expense (35) (261) (1,064) the following :
Dividend income 863 1,686 1,428 Year ended March 31,

Gain/(loss) on sale of
2006 2007 2008
liquid and short-term
mutual funds 238 549 771 Current taxes
Foreign exchange Domestic Rs. 1,605 Rs. 1,575 Rs. 2,641
gains/(losses), net (80) (39) (496)
Foreign 1,645 2,177 1,641
Others 12 10 23
Rs. 3,250 Rs. 3,752 Rs. 4,282
Rs. 1,196 Rs. 2,628 Rs. 2,167 Deferred taxes
Domestic (8) (1) (319)
20. Shipping and Handling Costs
Foreign 23 (28) (90)
Selling and marketing expenses for the years ended
15 (29) (409)
March 31, 2006, 2007 and 2008, include shipping and handling Total income tax
costs of Rs. 555, Rs. 807 and Rs. 1,039 respectively. expense Rs. 3,265 Rs. 3,723 Rs. 3,873
115
The reconciliation between the provision of income tax of under the Special Economic Zone Act, 2005 scheme, units in
the Company and amounts computed by applying the Indian designated special economic zones which being providing
statutory income tax rate is as follows : service on or after April 1, 2005 will be eligible for a deduction
of 100 percent of profits or gains derived from the export of
Year ended March 31, services for the first five years from commencement of provision
2006 2007 2008 of services and 50 percent of such profits and gains for a further
five years. Certain tax benefits are also available for a further
Income before taxes and
five years subject to the unit meeting defined conditions. Profits
minority interest Rs. 23,537 Rs. 32,852 Rs. 36,138
from certain other undertakings are also eligible for preferential
Enacted income tax
tax treatment. In addition, dividend income from certain
rate in India 33.66% 33.66% 33.99%
category of investments is exempt from tax.
Computed expected
tax expense 7,923 11,058 12,283 The aggregate rupee and per share (basic) effects of these
tax exemptions, are Rs. 5,322 and Rs. 3.79 per share for the
Effect of :
year ended March 31, 2006, Rs. 7,948 and Rs. 5.57 per share
Income exempt
from tax (5,322) (7,948) (8,450) for the year ended March 31, 2007 and Rs. 8,450 and Rs. 5.82
per share for the year ended March 31, 2008.
Basis differences that
will reverse during the The components of the net deferred tax asset are as
tax holiday period 291 526 21 follows :
Income taxed at
As of March 31,
higher/(lower) rates 230 125 (50)
Income taxes relating 2007 2008
to prior years (175) (702) (530) Deferred tax assets
Effect of change Allowance for doubtful accounts Rs. 217 Rs. 193
in tax rates 17 - 5 Accrued expenses and liabilities 295 553
Changes in valuation Carry-forward business losses 1,020 2,224
allowances 29 7 138 Minimum alternate tax - 126
Expenses disallowed Deferred income 69 309
for tax purposes 304 647 391 Others 19 35
Others, net (32) 10 17 Total gross deferred tax assets 1,620 3,440
Less : valuation allowance (531) (619)
Total income tax
expense Rs. 3,265 Rs. 3,723 Rs. 3,783 Net deferred tax assets Rs. 1,089 Rs. 2,821
Deferred tax liabilities
Property, plant and equipment Rs. 80 Rs. 419
A substantial portion of the profits of the Company’s India
Intangible assets 560 2,760
operations are exempt from Indian income taxes being profits
Amortizable goodwill 85 472
attributable to export operations and profits from undertakings
Unrealized gains on Investments
situated in Software Technology and Hardware Technology Parks. in liquid and short-term funds 200 175
Under the tax holiday, the taxpayer can utilize an exemption from Undistributed earnings in
income taxes for a period of any ten consecutive years. The tax equity of affiliates 197 246
holidays on all facilities under Software Technology and Others - 57
Hardware Technology Parks were scheduled to expire in stages Total gross deferred tax liability Rs. 1,122 Rs. 4,129
with mandated maximum expiry period of March 31, 2009. Net deferred tax assets/(liabilities) Rs. (33) Rs. (1,308)
However, on May 10, 2008, the Finance Act, 2008 extended
the availability of the 10-year tax holiday by a period of one In assessing the realizability of remaining deferred tax
year such that the tax holiday will now be available until the assets, management considers whether it is more likely than
earlier of fiscal year 2010 or ten years after the commencement not that some portion or all of the deferred tax assets will not
of a tax holiday for an individul undertaking. Additionally, be realized. The ultimate realization of deferred tax assets is
116
dependent upon the generation of future taxable income during The income before income taxes, minority interest and
the periods in which those temporary differences and loss carry- cumulative effect of change in accounting principle for each of
forwards become deductible or utilizable. Management the fiscal years 2006, 2007 and 2008 is primarily from domestic
considers the scheduled reversal of deferred tax liabilities, entities.
projected future taxable income, and tax planning strategies The Company indefinitely reinvests eligible earnings of
in making this assessment. Based upon the level of historical foreign subsidiaries, and accordingly, has not recorded any
taxable income and projections for future taxable income over deferred taxes in relation to such undistributed earning of its
the periods in which the deferred tax assets are deductible, foreign subsidiaries. It is impracticable to determine the
management believes it is more likely than not that the undistributed earning and the additional taxes payable when
Company will realize the benefits of these deductible differences these earnings are remitted.
and loss carry-forwards utilizable, net of the existing valuation The Company is subject to a 15% branch profit tax in
allowances at March 31, 2008. The amount of the deferred tax the U.S. to the extent the net profit during the fiscal year
asset considered realizable, however, could be reduced in the attributable to its U.S. branch are greater than the increase in
near term if estimates of future taxable income during the carry- the net assets of the U.S. branch during the fiscal year, computed
forward period are reduced. in accordance with the Internal Revenue Code. As of March
31, 2008, the U.S. branch’s net assets amounted to
Pursuant to the changes in the Indian income tax laws, approximately $ 203. The Company has not triggered the
Minimum Alternate Tax (MAT) has been extended to income in branch profit tax and intends to maintain the current level of
respect of which deduction is claimed under section 10A and its net assets in the U.S. as is consistent with its business plan.
10B; consequently, the Company have calculated our tax liability Accordingly, a provision for branch profit tax has not been
for current domestic taxes ater considering MAT. The excess tax recorded as of March 31, 2008.
paid under MAT provisions over and above normal tax liability Effective April 1, 2007, the Company adopted Financial
can be carried forward and set-off against future tax liabilities Accounting Standards Board Interpretation 48, Accounting
computed under normal tax provisions. The Company was for Uncertainty in Income Taxes - An Interpretation of
required to pay MAT during fiscal 2008 and, accordingly, a deferred Statement of Financial Accounting Standards No. 109 (FIN
tax asset of Rs. 126 million has been recognized on the balance 48). The adoption of FIN 48 did not have any impact on the
sheet as of March 31, 2008, which can be carried forward for a retained earnings or provision for taxation as of April 1, 2007.
period of 7 years. A reconciliation of the beginning and ending balance of
Upon acquisition of certain subsidiaries, the Company was unrecognized tax benefits is as follows :
entitled to utilize tax benefits of Rs. 1,479. Based on projections of Particulars Amount
future taxable income and tax planning strategies, the management
Balance as at April 1, 2007 Rs. 3,378
believes that the Company will be able to realize tax benefits only
Increases related to current year tax positions 1,442
to the extent of Rs.1,056 million. Consequently, the Company Increases related to prior year tax positions 135
has recorded a valuation allowance for the remaining amount Decreases related to prior years tax positions (253)
on the date of acquisition. Reductions related to lapsing of
statutes of limitation (162)
The tax loss carry forwards of Rs. 6,155 as of March 31,
Impact of foreign currency translation (109)
2008 relates to foreign subsidiaries. Approximately, Rs. 2,309 of
these tax loss carry forward is not currently subject to expiration Balance as on March 31, 2008 Rs. 4,431
dates. The remainder, approximately Rs. 3,846, expires in various
The unrecognized tax benefits increased by Rs. 1,577
years through fiscal 2028.
during the year ended March 31, 2008 primarily due to non-
The net increase in valuation allowance of Rs. 88 million recognition of certain credits in computation of minimum
for the period ended March 31, 2008 is primarily on account of an alternate tax eligible for deferral and set-off against regular
increase in the operating losses of certain subsidiaries. income taxes in the future and transfer pricing matters in certain
foreign jurisdictions. The unrecognized tax benefits decreased
by Rs. 415 during the year ended March 31, 2008 due to
117
reversal of tax provision upon settlement of tax assessment by shares would be held by the employees subject to vesting
the tax authorities in a particular tax jurisdiction, expiry of conditions. The shares held by the WERT are reported as a
statute of limitation and revision of tax accruals relating to reduction from stockholders’ equity.
transfer pricing. The movement in the shares held by the WERT is given
below :
The Companies’ total unrecognized tax benefits, if
recognized, would reduce the tax provisions by Rs. 3,345 and
Rs. 4,410 as of April 1, 2007 and March 31, 2008, respectively, 2006 2007 2008
and thereby would effect the Company’s effective tax rate. Shares held at the
beginning of
Additionally, consistent with the provisions of FIN 48, the
the year 7,893,060 7,869,060 7,961,760
Company reclassified Rs. 1,643 of income tax liabilities as of April Shares granted to
1, 2007 from current to non-current liabilities because payment is employees (24,000) - -
not anticipated within one year of the balance sheet date. These Grants forfeited
non-current income-tax liabilities are recorded as other liabilities by employees - 92,700 -
Shares held at the
in the consolidated financial statements.
end of the year 7,869,060 7,961,760 7,961,760
Although it is difficult to anticipate the final outcome on
timing of resolution of any particular uncertain tax position, the Wipro Employee Stock Option plan and Restricted Stock Unit
Option Plan. A summary of general terms of grants under stock
Company believes that the total amount of unrecognized tax
option plans and restricted stock unit plans are as follows :
benefits will be decreased by Rs. 200 during the next 12 months
due to expiry of statue of limitation. Name of Plan Authorized Range of
Shares Exercise
It is a Company policy to include any penalties and interest Prices
related to income taxes as a component of other income, net. As
Wipro Employee Stock Option
of April 1, 2007 and as of March 31, 2008, the Company had Plan 1999 (1999 Plan) 30,000,000 Rs. 171 – 458
provisions of Rs. 114 and Rs. 313 respectively on account of
Wipro Employee Stock Option
accrued interest and penalties related to uncertain tax positions.
Plan 2000 (2000 Plan) 150,000,000 Rs. 171 - 458
Interest and penalties included in Other income, net were
Rs. 199 for the year ended March 31, 2008. Stock Option Plan
(2000 ADS Plan) 9,000,000 $ 3 –7
A listing of open tax years for major jurisdictions is given
Wipro Restricted Stock Unit
below. Additionally, certain uncertain tax positions relate to earlier
Plan (WRSUP 2004 plan) 12,000,000 Rs. 2
years, which are currently under dispute with the tax authorities.
Wipro ADS Restricted Stock
Jurisdiction Open tax years Unit Option Plan
India 2003-04 to 2006-07 (WARSUP 2004 plan) 12,000,000 $ 0.04
United States – federal taxes 2003-04 to 2006-07 Wipro employee Restricted
United States – state taxes 2001-02 to 2006-07 Stock Unit Option Plan 2005
United Kingdom 2001-02 to 2006-07 (WSRUP 2005 plan) 12,000,000 Rs. 2
Japan 2001-02 to 2006-07 Wipro employee Restricted
Canada 1999-00 to 2006-07 Stock Unit Option Plan 2007
(WSRUP 2007 plan) 10,000,000 Rs. 2
22. Employee Stock Incentive Plans
Wipro Equity Reward Trust (WERT). In 1984, the Company Employees covered under the stock option plans and
established a controlled trust called the WERT. Under this plan, restricted stock unit option plans (collectively stock option
plans) are granted an option to purchase shares of the Company
the WERT would purchase shares of Wipro out of funds
at the respective exercise prices, subject to requirement of
borrowed from Wipro. The Company’s Compensation vesting conditions (generally service conditions). These options
Committee would recommend to the WERT, officers and key generally vests over a period of five years from the date of grant.
employees, to whom the WERT will grant shares from its Upon vesting, the employees can acquire one equity share for
holding. The shares have been granted at a nominal price. Such every option. The maximum contractual term for
aforementioned stock option plans is generally ten years.
118
The following table summarizes stock option activity :

2006 2007 2008
Range of Number Weighted Number Weighted Number Weighted
Exercise Average Average Average
Prices Exercise Exercise Exercise
Price Price Price
Outstanding at the
beginning of the year…… Rs. 171-458 52,696,149 Rs. 299 34,317,113 Rs. 310 2,955,319 Rs. 333
$ 3-7 2,435,250 $ 6 1,447,742 $ 6 556,089 $ 6
Rs. 2 9,519,656 Rs. 2 7,598,174 Rs. 2 10,946,864 Rs. 2
$ 0.04 1,536,100 $ 0.04 1,000,720 $ 0.04 1,551,330 $ 0.04
Granted.………………… Rs. 171-458 - - - - - -
$ 3-7 - - - - - -
Rs. 2 55,500 Rs. 2 6,132,636 Rs. 2 81,300 Rs. 2
$ 0.04 - - 918,130 $ 0.04 665,386 $ 0.04
Exercised……………….. Rs. 171-458 (16,422,865) Rs. 273 (30,120,192) Rs. 308 (1,211,880) Rs. 374
$ 3-7 (759,508) $ 6 (891,653) $ 6 (500,199) $ 6
Rs. 2 (1,282,410) Rs. 2 (2,036,918) Rs. 2 (574,051) Rs. 2
$ 0.04 (148,440) $ 0.04 (196,620) $ 0.04 (167,540) $ 0.04
Forfeited and lapsed….… Rs. 171-458 (1,956,171) Rs. 323 (1,241,602) Rs. 283 (523,513) Rs. 400
$ 3-7 (228,000) $ 5 - - (47,184) $ 7
Rs. 2 (694,572) Rs. 2 (747,028) Rs. 2 (753,950) Rs. 2
$ 0.04 (386,940) $ 0.04 (170,900) $ 0.04 (163,940) $ 0.04
Outstanding at the end
of the year……………….… Rs. 171-458 34,317,113 Rs. 310 2,955,319 Rs. 333 1,219,926 Rs. 264
$ 3-7 1,447,742 $ 6 556,089 $ 6 8,706 $ 5
Rs. 2 7,598,174 Rs. 2 10,946,864 Rs. 2 9,700,163 Rs. 2
$ 0.04 1,000,720 $ 0.04 1,551,330 $ 0.04 1,885,236 $ 0.04
The following table summarizes information about stock options outstanding as of March 31, 2008
Options Outstanding Options Exercisable

Range of Numbers Weighted Weighted Numbers Weighted Weighted
Exercise Prices Average Average Average Average
Remaining Exercise Price Remaining Exercise Price
Life (Months) Life (Months)
171 – 458 1,219,926 14 264 1,219,926 14 264

$ 3 –7 8,706 14 5 8,706 14 5
Rs. 2 9,700,163 42 2 1,200,507 29 2
$ 0.04 1,885,236 51 $ 0.04 129,600 29 $ 0.04
The weighted-average grant-date fair value of options granted during the years 2006, 2007 and 2008 was Rs. 458, Rs. 512
and Rs. 578, for each option respectively.
119
The total intrinsic value of stock options exercised during Modification of Employee Stock Incentive Plans
the years ended March 31, 2006, 2007, and 2008, was Rs.
During the year ended March 31, 2007, through a
2,991, Rs. 9,578, and Rs.713 respectively. As of March 31, short-term inducement offer, the Company agreed to an
2008 stock option outstanding and exercisable had an aggregate arrangement whereby if certain vested options were exercised within
intrinsic value of Rs. 3,742 and Rs. 516 respectively. As of the offer period through financing by an independent third-party
December 31, 2007, the unamortized stock compensation financial institution, the Company would bear the interest
expense under the stock option plans is Rs. 3,115 and the same obligation relating to this financing. The loan by the third-party
is expected to be amortized over a weighted average period of financial institution is with no recourse to the Company. 11,879,065
approximately 3.05 years. options were exercised during the offer period. The Company has
accounted for this arrangement as a short-term inducement resulting
Total stock compensation cost recognized under the employee
in modification accounting. Accordingly, incremental compensation
stock incentive plans is Rs. 652, Rs. 1,336 and Rs. 1,076 during
cost of Rs. 86 had been recorded during the year ended March 31,
the year ended March 31, 2006, 2007 and 2008 respectively.
2007. During the year ended March 31, 2008, the Company has
The compensation cost has been allocated to cost of revenues
revised the estimates of its interest obligation relating to the non-
and operating expenses as follows : recourse financing and has accordingly recorded an additional
Year ended March 31, compensation expense of Rs. 261.
2006 2007 2008 Additionally, as a part of this arrangement 1,150,055 other

vested options were exercised by certain employees through a
Cost of revenues Rs. 437 Rs. 1,044 Rs. 840
non-recourse interest free loan aggregating Rs. 326 by a controlled
Selling and
trust, during the year ended March 31, 2007. Even though this
marketing expenses 75 169 137
transaction does not represent an exercise for accounting purpose,
General and administrative
expenses 140 123 99 to reflect the legal nature of shares issued, an amount of Rs. 2/-,
equivalent to the par value of shares issued has been transferred
Rs. 652 Rs. 1,336 Rs. 1,076
from additional paid-in capital to common stock.
During the year ended March 31, 2008, the Indian Income
23. Earnings Per Share
Tax Act was amended to levy a tax titled Fringe Benefit Tax
(FBT) on employee stock options. FBT is assessed on all stock A reconciliation of net income and equity shares used in the
options that are exercised on or after April 1, 2007, and is computation of basic and diluted earnings per equity share is set
based on the intrinsic value of the stock options on the vesting out below :
date. However, the FBT liability is triggered only if the options
are exercised. Consistent with the guidance in EITF Issue No. Year ended March 31,
00-16, Recognition and Measurement of Employer Payroll 2006 2007 2008
Taxes on Employee Stock Based Compensation, the Company
Earnings
records the FBT expense when the stock option is exercised
Net income Rs. 20,271 Rs. 29,168 Rs. 32,241
since the FBT liability is triggered only subsequent to exercise.
The tax laws permit the employer to recover the FBT from the Equity shares
employee as the tax relates to benefits accruing to the employee. Weighted average
number of equity
The Company has modified its employee stock option plans to shares
recover the FBT from the employees. The recovery of FBT outstanding 1,406,505,974 1,426,709,163 1,450,604,615
from the employees is directly linked to the exercise of the
Effect of dilutive
stock option and is recorded as an additional component of equivalent shares-
the exercise price of the options based on the guidance stock options 17,173,256 17,758,394 4,175,992
previously provided by Issue 15 of EITF Issue No. 00-23, Issues Weighted average
Related to the Accounting for Stock Compensation under APB number of equity
Opinion No. 25 and FASB Interpretation No. 44. The FBT shares and equivalent
shares
expense and recovery recorded in the year ended March 31,
outstanding 1,423,679,230 1,444,467,557 1,454,780,607
2007 and 2008 was not material.
120
Shares held by the controlled WERT have been reduced Following is the summary of amounts in accumulated other
from the equity shares outstanding and shares held by employees comprehensive income/(loss) as of March 31, 2007 and 2008
subject to vesting conditions have been included in outstanding
that have not yet been recognized in the consolidated statements
equity shares for computing basic and diluted earnings per share as
per the treasury stock method in accordance with SFAS No. 128, of income as components of net gratuity cost :
Earnings per Share. Similarly, shares exercised through a non-
recourse loan by the WERT, have been reduced from the equity
shares outstanding. 2007 2008
24. Employee Benefit Plans Net actuarial loss Rs. 138 Rs. 217
Net prior service cost 3 -
Gratuity. In accordance with applicable Indian laws, the
Net transitional obligation 1 -
Company provides for gratuity, a defined benefit retirement plan
Total accumulated other
(Gratuity Plan) covering certain categories of employees. The
comprehensive income Rs. 142 Rs. 217
Gratuity Plan provides a lump sum payment to vested employees,
at retirement or termination of employment, an amount based on
Net gratuity cost for the years ended March 31, 2006, 2007
the respective employee’s last drawn salary and the years of
employment with the Company. The Company provides the and 2008 included :
gratuity benefit through annual contributions to a fund managed
by the Life Insurance Corporation of India (LIC). Under this
plan, the settlement obligation remains with the Company, 2006 2007 2008
although the Life Insurance Corporation of India administers the
Service cost Rs. 164 Rs. 193 Rs. 258
plan and determines the contribution premium required to be
paid by the Company. Interest cost 46 55 89
Effective March 31, 2007, the Company adopted SFAS Expected return
No. 158, which required the recognition in pension obligations on assets (31) (42) (54)
and accumulated other comprehensive income of actuarial gains Amortization of
or losses, prior service costs or credits and transition assets or transition liabilities/
obligations that had previously been deferred under the reporting actuarial loss 10 (4) 13
requirements of SFAS No. 87, SFAS No. 106 and SFAS No. Adjustments (1)
- (78) -
132(R). As a result of the adoption, the Company recorded
Net gratuity cost Rs. 189 Rs. 124 Rs. 306
Rs. 124 as a reduction of the March 31, 2007 retained earnings.
(1)
Till March 31, 2006 for a certain category of employees,
Obligations and Funded Status
the Company previously recorded and disclosed a defined benefit
As of March 31,
plan as a defined contribution plan. During the year ended
2007 2008 March 31, 2007, the Company recorded an adjustment of Rs. 78
Change in the benefit obligation as a credit to the income statement to record this plan as a
Projected Benefit Obligation (PBO) defined benefit plan. The impact of this adjustment is not
at the beginning of the year Rs. 756 Rs. 1,027
material to the income statement, accrued liability/(prepaid
Service cost 193 258
asset) and the overall financial statement presentation.
Interest cost 55 89
Benefits paid (77) (135) The weighted average actuarial assumptions used to
Actuarial loss/(gain) 100 142 determine benefit obligations are :
PBO at the end of the year 1,027 1,381
As of March 31,
Change in plan assets
Fair value of plan assets at the 2007 2008
beginning of the year 656 727
Discount rate 9.6% 9.35%
Actual return on plan assets 59 104
Employer contributions 89 554 Rate of increase in compensation levels 7% 7%
Benefits paid (77) (135) Rate of return on plan assets 7.5% 7.5%
Plan assets at the end of the year 727 1,250
Funded status (300) (131)
121
The weighted average actuarial assumptions used to Provident fund. In addition to the above benefits, all
determine net periodic gratuity cost are : employees receive benefits from a provident fund, a defined
contribution plan. The employee and employer each make
monthly contributions to the plan equal to 12% of the covered
2006 2007 2008 employee’s salary. A portion of the contribution is made to the
Discount rate 8% 8% 9.6% provident fund trust established by the Company, while the
Rate of increase in remainder of the contribution is made to the Government’s
compensation levels 7% 7% 7%
provident fund.
Rate of return on
plan assets 7% 7% 7. 5% The Company contributed Rs. 1,036, Rs. 1,407 and
Rs. 2,383 to various defined contribution and benefit plans during
The Company assesses these assumptions with its projected
the years ended March 31, 2006, 2007 and 2008 respectively as
long-term plans of growth and prevalent industry standards. The
follows :
Company estimates the long-term return on plan assets based on
the average rate of return expected to prevail over the next 15 to Year ended March 31,
20 years in the types of investments held. As of March 31, 2006, 2006 2007 2008
2007 and 2008, a significant portion of the plan assets were
Defined
invested in debt securities. contribution Rs. 984 Rs. 1,318 Rs. 1,829
Accumulated benefit obligation was Rs. 738 and Rs. 988 as Defined benefit 52 89 554
of March 31, 2007 and 2008 respectively. Total Rs. 1,036 Rs. 1,407 Rs. 2,383
Expected contribution to the fund 25. Related parties
for the year ending March 31, 2009 Rs. 124
During the year ended March 31, 2008, the Company
Expected benefit payments from the fund
for the year ending March 31 : transferred a property to its controlling shareholder, qualifying as
transaction where common control exists, for a consideration of
2009 Rs. 270
Rs. 155. The difference between the consideration received and
2010 255 the carrying value of the property has been recorded as a capital
2011 294 contribution in additional paid-in-capital.
2012 357 26. Sale of financial assets

2013 432 From time to time, in the normal course of business, the
Thereafter 2,105 Company transfers accounts receivables, net investment in
sales-type finance receivables and employee advances (financials
Total Rs. 3,713
assets) to banks. Under the terms of the arrangements, the
The expected benefits are based on the same assumptions Company surrenders control over the financial assets and
used to measure the Company’s benefit obligations as of accordingly the transfers are recorded as sale of financial assets.
March 31, 2008. The sale of financial assets may be with or without recourse. Under
Superannuation. Apart from being covered under the Gratuity arrangements with recourse, the Company is obligated to
Plan described above, the senior officers of the Company also repurchase the uncollected financial assets, subject to limits specified
participate in a defined contribution plan maintained by the in the agreement with the banks. Additionally, the Company
Company. This plan is administered by the LIC and ICICI. The retains servicing responsibility for the transferred financial assets.
Company makes annual contributions based on a specified Gains and losses on sale of financial assets are recorded at the time
percentage of each covered employee’s salary. The Company of sale based on the carrying value of the financial assets, fair
has no further obligations under the plan beyond its annual value of servicing liability and recourse obligations. During the
contributions. years ended March 31, 2006, 2007 and 2008, the Company
122
transferred financial assets of Rs. 259, Rs. 480 and Rs. 1,625 in respect of profits earned by its undertakings in Software
respectively, under such arrangements and has included the Technology Park at Bangalore. The Company had appealed
proceeds in net cash provided by operating activities in the against these demands. The first appellate authority has upheld
consolidated statements of cash flows. This transfer resulted in the deduction claimed by the Company under Section 10A of
loss of Rs. 9, Rs. 9 and Rs. 41 for the years ended March 31, the act, which vacates a substantial portion of the demand for
2006, 2007 and 2008 respectively, which is included in general the year ended March 31, 2001, 2002, 2003 and 2004. The
and administrative expense. As at March 31, 2007 and 2008, income tax authorities have filed an appeal against the above
the maximum amounts of recourse obligation in respect of the orders.
transferred financial assets are Rs. 48 and Rs. Nil respectively. Considering the facts and nature of disallowance and the
27. Commitments and Contingencies order of the appellate authority upholding the claims of the
Company for earlier years, the Company believes that the final
Capital commitments. As of March 31, 2007 and 2008,
outcome of the above disputes should be in favour of the Company
the Company had committed to spend approximately Rs. 3,432
and there should not be any material impact on the financial
and Rs. 7,266 respectively, under agreements to purchase
statements.
property and equipment. These amounts are net of capital
advances paid in respect of these purchases. 28. Segment Information
Other commitments. The Company’s Indian operations The Company is currently organized by segments, including
have been established as a Software Technology Park Unit under Global IT Services and Products (comprising of IT Services and
a plan formulated by the Government of India. As per the BPO Services segments), India and AsiaPac IT Services and
plan, the Company’s India operations have export obligations Products, Consumer Care and Lighting and ‘Others’.
to the extent of 1.5 times the employee costs for the year on an
The Chairman of the Company has been identified as the
annual basis and 5 times the amount of foreign exchange
Chief Operating Decision Maker (CODM) as defined by SFAS
released for capital goods imported, over a five year period.
No. 131, Disclosure about Segments of an Enterprise and Related
The consequence of not meeting this commitment in the future,
Information. The Chairman of the Company evaluates the
would be a retrospective levy of import duty on certain
segments based on their revenue growth, operating income and
computer hardware previously imported duty free. As of March
return on capital employed. The management believes that return
31, 2008, the Company has met all commitments required under
the plan. on capital employed is considered appropriate for evaluating the
performance of its operating segments. Return on capital employed
As of March 31, 2007 and 2008, the Company had is calculated as operating income divided by the average of the
contractual obligations to spend approximately Rs. 3,160 and
capital employed at the beginning and at the end of the period.
Rs. 3,256 respectively; under purchase obligations which include
Capital employed includes total assets of the respective segments
commitments to purchase goods or services of either a fixed or
less all liabilities, except for short-term borrowings, long-term debt
minimum quantity that meet certain criteria.
and obligations under capital leases.
Guarantees. As of March 31, 2007 and 2008, performance
Operating segments with similar economic characteristics
and financial guarantees provided by banks on behalf of the
and complying with other aggregation criteria specified in SFAS
Company to the Indian Government, customers and certain other
No. 131 have been combined to form the Company’s reportable
agencies amount to approximately Rs. 3,013 and Rs.4,392
segments. Consequently, IT Services and BPO services qualify as
respectively, as part of the bank line of credit.
reportable segments under Global IT Services and Products.
Contingencies and lawsuits The Company had received tax
Until March 31, 2007, the operations of certain acquired
demands from the Indian income tax authorities for the financial
entities were reviewed by the CODM separately and were
years ended March 31, 2001, 2002, 2003 and 2004 aggregating to
accordingly reported separately as ‘Acquisitions’. During the
Rs. 11,127 (including interest of Rs. 1,503). The tax demand
year ended March 31, 2008, the Company integrated these
was primarily on account of denial of deduction claimed by
acquired entities under the IT Services segment and accordingly
the Company under Section 10A of the Income Tax Act, 1961,
123
the CODM no longer reviews separate information relating to hydrogenated cooking oils for the Indian and Asian market.
these acquired entities.
‘Others’ consist of business segments that do not meet the
Similarly, acquisitions relating to the Global IT Services requirements individually for a reportable segment as defined
and Products segment made during the year ended March 31, in SFAS No. 131. Corporate activities such as treasury, legal
2008, include Infocrossing. The operations of Infocrossing, a and accounting, which do not qualify as operating segments
component of Global IT Services and Products, are currently under SFAS No. 131 have been considered as reconciling items.
being reviewed by the CODM separately and have accordingly Additionally, fringe benefit tax, which is an expenditure related
been reported separately as ‘Acquisitions’. tax, incurred by the Company is not allocated to individual
segments and is reported as a reconciling item.
The IT Services segment provides research and development
services for hardware and software design to technology and Subsequent to March 31, 2008, the Company modified its
telecommunication companies, software application organization structure relating to its Global IT Service & Products,
development services to corporate enterprises. The BPO services and India and AsiaPac IT Service and Products segment. These
segment provides Business Process Outsourcing services to large organization changes may change the composition of the
global corporations. Company’s operating and reportable segments. Segment
information provided below is based on the organization structure
The India and AsiaPac IT Services and Products segment
and reportable segments that was in place as of March 31, 2008.
focuses primarily on addressing the IT and electronic commerce
The Company is currently in the process of determining its new
requirements of companies in India, MiddleEast and AsiaPacific
operating and reportable segments based on the revised
region.
organization structure. Segment information will be presented on
The Consumer Care and Lighting segment manufactures, the revised basis in the consolidated financial statements for the
distributes and sells soaps, toiletries, lighting products and quarter ended June 30, 2008.
124
Information on reportable segments is as follows :

Year ended March 31, 2006
Global IT Services and Products India and

AsiaPac IT Consumer
IT BPO Services and Care and Reconciling Entity
Services Services Total Products Lighting Others Items Total
Revenues 73,061 7,664 80,725 16,477 5,625 3,280 - 106,107
Exchange rate fluctuations (174) (38) (212) (2) - 5 209 -
Total revenues 72,887 7,626 80,513 16,475 5,625 3,285 209 106,107
Cost of revenues (46,986) (5,810) (52,796) (12,835) (3,556) (2,460) - (71,647)
Selling and marketing expenses (3,893) (49) (3,942) (1,392) (1,160) (236) (34) (6,764)
General and administrative expenses (3,392) (752) (4,144) (841) (102) (113) (39) (5,239)
Research and development expenses (202) - (202) - - - - (202)
Amortization of intangible assets (26) (5) (31) (12) (21) - - (64)
Exchange rate fluctuations - - - - - - (208) (208)
Others, net 11 - 11 9 13 11 26 70
Operating income of segment (1) 18,399 1,010 19,409 1,404 799 487 (46) 22,053
Total assets of segment 43,404 11,427 54,831 8,972 2,345 3,454 33,226 102,828
Capital employed opening 21,290 8,122 29,412 2,895 936 2,172 22,410 57,825
Capital employed closing 30,828 10,338 41,166 3,774 1,310 2,833 30,387 79,470
Average capital employed 26,059 9,230 35,289 3,335 1,123 2,503 26,397 68,647
Return on capital employed 71% 11% 55% 42% 71% - - -
Accounts receivable 15,106 849 15,955 3,350 563 723 - 20,591
Cash and cash equivalents and investments

in liquid and short-term mutual funds 5,247 4,098 9,345 241 178 368 29,042 39,174
Depreciation…….……………………….. 2,188 624 2,812 117 82 59 31 3,101
125

AsiaPac IT Consumer
IT BPO Services and Care and Reconciling Entity
Services Services Total Products Lighting Others Items Total
Revenues 101,508 9,413 110,921 23,888 7,559 7,063 - 149,431
Exchange rate fluctuations (155) (24) (179) (25) 4 3 197 -
Total revenues 101,353 9,389 110,742 23,863 7,563 7,066 197 149,431
Cost of revenues (66,817) (6,173) (72,990) (18,555) (4,905) (5,748) - (102,200)
Selling and marketing expenses (5,000) (100) (5,100) (2,068) (1,483) (477) (45) (9,173)
General and administrative expenses (4,742) (983) (5,725) (1,198) (120) (501) (95) (7,639)
Research and development expenses (268) - (268) - - - - (268)
Amortization of intangible assets (220) (5) (225) (32) (5) (7) - (269)
Exchange rate fluctuations - - - - - - (197) (197)
Others, net 93 - 94 29 17 51 29 220
Operating income of segment (1) 24,399 2,128 26,527 2,039 1,067 384 (111) 29,906
Total assets of segment 64,881 7,816 72,697 13,209 4,677 7,742 48,443 146,767
Capital employed opening 30,828 10,337 41,165 3,774 1,310 2,833 30,387 79,469
Capital employed closing 47,661 6,456 54,117 5,718 3,094 5,659 36,661 105,249
Average capital employed 39,245 8,397 47,642 4,746 2,201 4,246 33,524 92,359
Return on capital employed 62% 25% 56% 43% 49% - - -
Accounts receivable 20,371 1,097 21,468 4,671 723 1,221 - 28,083
Cash and cash equivalents and investments

in liquid and short-term mutual funds 8,593 421 9,014 888 358 251 34,312 44,823
Depreciation 2,888 617 3,505 168 103 139 16 3,931
126

AsiaPac IT Consumer
IT Services Acquisitions BPO Services Total Services and Care and Reconciling Entity
Products Lighting Others Items Total
Revenues. 119,308 5,291 11,588 136,187 34,528 14,639 12,074 - 197,428
Exchange rate fluctuations 108 - (18) 90 74 (20) (19) (125) -
Total revenues 119,416 5,291 11,570 136,277 34,602 14,619 12,055 (125) 197,428
Cost of revenues (81,406) (4,388) (7,661) (93,455) (26,583) (8,681) (9,913) (199) (138,831)
Selling and marketing expenses (5,769) (247) (179) (6,195) (3,670) (3,222) (632) (88) (13,807)
General and administrative expenses (6,079) (336) (1,167) (7,582) (1,624) (816) (704) (94) (10,820)
Research and development expenses (405) - - (405) - - - - (405)
Amortization of intangible assets (236) (183) (5) (424) (47) (111) (35) - (616)
Exchange rate fluctuations - - - - - - - 125 125
Others, net 401 - - 401 62 52 106 18 640
Operating income of segment (1) 25,922 136 2,558 28,617 2,740 1,841 877 (363) 33,714
Total assets of segment 80,802 28,748 8,835 118,385 20,494 23,137 16,250 46,603 224,900
Capital employed opening 47,661 - 6,456 54,117 5,718 3,094 5,659 36,662 105,249
Capital employed closing 61,894 20,629 6,753 89,276 11,397 19,308 6,990 48,219 174,190
Average capital employed 54,777 10,315 6,605 71,696 8,057 11,201 6,324 42,440 139,720
Return on capital employed 47% 1% 39% 40% 34% 16% - - 24%
Accounts receivable 24,294 947 1,447 26,688 8,553 2,246 1,422 - 38,908
Cash and cash equivalents and

investments in liquid and short-term
mutual funds. 20,966 62 264 21,292 811 735 104 31,137 54,078
Depreciation 3,616 354 625 4,595 223 198 308 19 5,343
127
Operating income of segments is after recognition of stock Revenues from the geographic segments based on domicile
compensation expense arising from the grant of options : of the customer are as follows :
Segments 2006 2007 2008 Year ended March 31,

IT Services Rs. 528 Rs. 1,151 Rs. 899 2006 2007 2008
BPO Services 23 49 32
India Rs. 21,804 Rs. 30,650 Rs. 46,891
India and AsiaPac
IT Services and United States 53,481 72,846 87,552
Products 40 80 76 Europe 24,310 36,972 48,259
Consumer Care Rest of the world 6,512 8,963 14,726
and Lighting 9 23 42
Others 17 13 5 Rs.106,107 Rs.149,431 Rs. 197,428
Reconciling items 35 20 22
29. Fair Value of Financial Instruments
Total Rs. 652 Rs. 1,336 Rs. 1,076
The fair value of the Company’s current assets and current
The Company has four geographic segments : India, the liabilities approximate their carrying value because of their
United States, Europe and Rest of the world. short-term maturity. Such financial instruments are classified as
current and are expected to be liquidated within the next twelve
months. A substantial portion of the Company’s long-term debt
has been recently contracted at floating rate of interest which
reset at short intervals. Accordingly, carrying value of such debt
approximates fair value as of March 31, 2008.
128
Our Global Presence
India
Japan
China
Australia
Singapore
Malaysia
United States of Taiwan
America Hong Kong
UK New Zealand
Canada
Philippines
Brazil Germany
Vietnam
France United Arab Indonesia
Mexico
Sweden Emirates Thailand
Netherlands Saudi Arabia
Finland Qatar
Switzerland Bahrain
Romania Oman
Portugal Kuwait
Austria Egypt
Italy
Spain
REGISTERED AND CORPORATE OFFICE:
WIPRO LIMITED Head Quarters - India
Doddakannelli, Sarjapur Road, Bangalore - 560 035, India.
Tel: + 91 - 80 - 28440011 Fax: + 91 - 80 - 28440054
Indicative Map, not to scale.

Wipro Limited
Doddakannelli, Sarjapur Road, Bangalore - 560 035, India.
www.wiprocorporate.com www.wipro.com www.wipro.in

Wipro AR07 - 08

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Ecological Sustainability

Annual Report 2007-08

Ecological Sustainability will increasingly be the

Wipro believes Ecological Sustainability is the

Eco Eye is our comprehensive program that

We work on dimensions of carbon neutrality,

The initiative attempts to engage with increasing

Eco Eye is the "eye" through which

Management's Discussion and Analysis

Corporate Governance Report

Abridged Financial Statements - Wipro Limited (Parent entity)

Consolidated Financial Statements

Information about Subsidiaries ..................................................................................................................................................... 85-87

Consolidated Financial Statements - US GAAP

Process Innovation Centers of Excellence (CoE)

ANNEXURE 'A' FORMING PART OF THE DIRECTORS’ REPORT

B. CONSUMPTION PER UNIT PRODUCTION

Vanaspati Electricity Liquid Diesel Oil

General Lighting System Electricity Liquid Diesel Oil

2007/08 19.00 0.53

Flourescent Tube Light Electricity Liquid Diesel Oil

Plan Stock Unit Stock Unit Stock Unit Stock Unit

2. Options/RSUs grants approved during the year - - - 79,300 - 758,887 -

5. Options exercised during the year - 1,211,884 500,200 574,046 - 167,540 -

6. Total number of shares arising as a result of

8. Variation of terms of options

9. Money realised by exercise of options

during the year (Rs.) - 453,256,717 120,819,245 1,148,102 - 335,080 -

10. Total number of options in force

11. Employee wise details of options granted to :

12. Diluted Earnings per Share pursuant to

MANAGEMENT'S DISCUSSION AND ANALYSIS

Management’s Discussion and Analysis of Financial Condition and Results of Operation

I. Segment-wise performance II. Industry Overview

1. Authorised share capital A. Goodwill on consolidation

with Accounting Standard (AS) 21 on ‘Consolidated 9. Inventories

Onsite-Offshore mix provides IT services to customers in Financial Services industry -

Fixed Priced Projects (“FPP”). In FPP, we undertake to complete BPO

Details of the key acquisitions made by your Company during Margins

Indian IT Services and Products segment

Wipro Top 10 Risk

Risk Risk Risk Corporate Management

Listing on Stock Exchanges, Stock Codes, International Share Transfer System

Table 4 : Distribution of Shareholding and categories of Shareholders

Commission 5,107,396 1,400,000 1,200,000 1,000,000 2,001,000 600,000 2,401,200

Deferred benefits 1,676,646 - - - - - -

Sitting fees - 140,000 80,000 130,000 40,000 150,000 40,000

Dr. Ashok S. Ganguly

Date of appointment 01.09.1968 09.06.1997 20.02.1997 01.01.1999 01.01.1999 01.01.2002 01.07.2006

No. of Board meetings

Attendance at the last AGM

Price traded - Wipro S&P CNX Index

High Low High Low

Wipro Performance of Wipro Share Vs. S&P CNX Nifty

Wipro Price S&P CNS Nifty Month and Year 2007-08

Wipro ADS (in USD) NYSE - TMT

Relative Performance of Wipro ADS Vs. NYSE TMT Index

Month and Year 2007-08

ADS Premium Movement as Percentage over Equity Share Price