<PAGE>
WIPRO LIMITED
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ____________________

                                    FORM 20-F

(MARK ONE)

[ ]   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
      EXCHANGE ACT OF 1934

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended March 31, 2002

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the transition period from ____________ to ____________

                        COMMISSION FILE NUMBER: 001-16139
                                  WIPRO LIMITED
             (Exact name of Registrant as specified in its charter)

                                 NOT APPLICABLE
                 (Translation of Registrant's name into English)
                              ____________________

                                KARNATAKA, INDIA
                 (Jurisdiction of incorporation or organization)
                              ____________________

                                  DODDAKANNELLI
                                  SARJAPUR ROAD
                       BANGALORE, KARNATAKA 560035, INDIA
                                 +91-80-844-0011
                    (Address of principal executive offices)
                              ____________________

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

       Title of Each Class             Name of Each Exchange on which Registered

              None                              New York Stock Exchange
     -----------------------                    -----------------------

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                           AMERICAN DEPOSITARY SHARES,
        EACH REPRESENTED BY ONE EQUITY SHARE, PAR VALUE RS. 2 PER SHARE.
--------------------------------------------------------------------------------
                                (Title of Class)

          SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT
                          TO SECTION 15(d) OF THE ACT:

                                 NOT APPLICABLE
--------------------------------------------------------------------------------
                                (Title of Class)

      Indicate the number of each of the issuer's classes of capital or common
stock as of the class of the period covered by the Annual Report. 232,465,689
EQUITY SHARES

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [ ]  No [X]

Indicate by check mark which financial statement item the registrant has elected
to follow.

Item 17 [ ]  Item 18 [X]

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WIPRO LIMITED
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CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS

In this Annual Report on Form 20-F, references to "$" or "dollars" or "U.S.
dollars" are to the legal currency of the United States and references to "Rs."
or "rupees" or "Indian rupees" are to the legal currency of India. Our financial
statements are presented in Indian rupees and translated into U.S. dollars and
are prepared in accordance with United States generally accepted accounting
principles ("U.S. GAAP"). References to "Indian GAAP" are to Indian generally
accepted accounting principles. References to a particular "fiscal" year are to
our fiscal year ended March 31 of such year.

References to "U.S." or "United States" are to the United States of America, its
territories and its possessions. References to "India" are to the Republic of
India. "Wipro" is a registered trademark of Wipro Limited in the United States
and India. All other trademarks or tradenames used in this Annual Report on Form
20-F are the property of their respective owners.

Except as otherwise stated in this report, all translations from Indian rupees
to U.S. dollars are based on the noon buying rate in the City of New York on
March 29, 2002, for cable transfers in Indian rupees as certified for customs
purposes by the Federal Reserve Bank of New York which was Rs. 48.83 per $1.00.
No representation is made that the Indian rupee amounts have been, could have
been or could be converted into United States dollars at such a rate or any
other rate. Any discrepancies in any table between totals and sums of the
amounts listed are due to rounding.

FORWARD-LOOKING AND CAUTIONARY STATEMENT

IN ADDITION TO HISTORICAL INFORMATION, THIS ANNUAL REPORT CONTAINS CERTAIN
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THE FORWARD-LOOKING STATEMENTS CONTAINED HEREIN ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE REFLECTED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT
MIGHT CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED
IN THE SECTION ENTITLED "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS" AND ELSEWHERE IN THIS REPORT. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH
REFLECT MANAGEMENT'S ANALYSIS ONLY AS OF THE DATE HEREOF. IN ADDITION, READERS
SHOULD CAREFULLY REVIEW THE OTHER INFORMATION IN THIS ANNUAL REPORT AND IN THE
COMPANY'S PERIODIC REPORTS AND OTHER DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") FROM TIME TO TIME.



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                                     PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

        Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

        Not applicable.

ITEM 3. KEY INFORMATION

SELECTED FINANCIAL DATA


        This information is set forth under the caption "Summary of Selected
Consolidated Financial Data" on page 163 of our Annual Report for the fiscal
year ended March 31, 2002, and is incorporated herein by reference.

EXCHANGE RATES

        Fluctuations in the exchange rate between the Indian rupee and the U.S.
dollar will affect the U.S. dollar equivalent of the Indian rupee price of our
equity shares on the Indian stock exchanges and, as a result, will likely affect
the market price of our American Depositary Shares, or ADSs, listed on the New
York Stock Exchange, and vice versa. Such fluctuations will also affect the U.S.
dollar conversion by our depositary for the ADSs, Morgan Guaranty Trust Company
of New York, or Depositary, of any cash dividends paid in Indian rupees on our
equity shares represented by the ADSs.

        The following table sets forth, for the fiscal years indicated,
information concerning the number of Indian rupees for which one U.S. dollar
could be exchanged based on the average of the noon buying rate in the City of
New York on the last business day of each month during the period for cable
transfers in Indian rupees as certified for customs purposes by the Federal
Reserve Bank of New York. The column titled "Average" in the table below is the
average of the daily noon buying rate on the last business day of each month
during the year.

<TABLE>

FISCAL YEAR ENDED MARCH 31,   PERIOD END    AVERAGE      HIGH         LOW
---------------------------   ----------    -------      -----       -----
<S>                              <C>         <C>         <C>         <C>
1997 ......................      35.88       35.70       35.95       35.00
1998 ......................      39.53       37.37       39.53       35.72
1999 ......................      42.50       42.27       42.83       39.74
2000 ......................      43.65       43.46       43.75       42.84
2001 ......................      46.85       45.88       46.90       43.70
2002 ......................      48.83       47.80       48.83       46.88
</TABLE>

        The following table sets forth the high and low exchange rates for the
previous six months and are based on the average of the noon buying rate in the
City of New York on the last business day of each month during the period for
cable transfers in Indian rupees as certified for customs purposes by the
Federal Reserve Bank of New York:

<TABLE>
    MONTH                          HIGH           LOW
----------------------         ---------      ---------
<S>                            <C>            <C>
November 2001 ........         Rs. 48.11      Rs. 47.98
December 2001 ........             48.29          47.80
January 2002 .........             48.58          48.27
February 2002 ........             48.90          48.55
March 2002 ...........             48.83          48.71
April 2002 ...........             49.01          48.83
</TABLE>

CAPITALIZATION AND INDEBTEDNESS

        Not applicable.

REASONS FOR THE OFFER AND USE OF PROCEEDS NOT APPLICABLE.

        Not applicable.



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RISK FACTORS

        This information is available in the section titled "Risk Factors" on
pages 179 through 184 in our Annual Report for the fiscal year ended March 31,
2002, and such information is incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

HISTORY AND DEVELOPMENT OF THE COMPANY

        Wipro Limited was incorporated in 1945 as Western India Vegetable
Products Limited under the Indian Companies Act, VII of 1913, which is now
superceded by the Companies Act, 1956. We are deemed to be registered under the
Companies Act, 1956, or the Companies Act. We are registered with the Registrar
of Companies, Karnataka, Bangalore, India as Company No. 20800. Our registered
office is located at Doddakannelli, Sarjapur Road, Bangalore 560 035, and the
telephone number of our registered office is +91-80-844-0011. The name and
address of our registered agent in the United States is CT Corporation, located
at 1350 Treat Blvd., Suite 100, Walnut Creek, California 94596.

        Wipro Limited was initially engaged in the manufacture of hydrogenated
vegetable oil. Over the years, we have diversified into the areas of Information
Technology or IT services, IT products and Consumer Care & Lighting Products. We
are headquartered in Bangalore, India and have operations in North America,
Europe and Asia. For the fiscal year ended March 31, 2002, 99% of our operating
income was generated from our IT business segments. For the same period, Global
IT Services and Products represented 92% of our operating income and India and
AsicaPac IT Services and Products represented 7% of our operating income.

        In October 2000, we raised gross aggregate proceeds of approximately
$131 million in our initial U.S. public offering of our ADSs on the New York
Stock Exchange.

        We incurred capital expenditure of Rs. 1,318 million, Rs. 2,626 million
and Rs. 2,485 million ($ 50.89 million) during the fiscal years ended March 31,
2000, 2001 and 2002, respectively. These capital expenditures were primarily
incurred on new software development facilities for our Global IT services
business segment. These capital expenditures also include Rs. 570 million
incurred on the expansion of our corporate facilities in Bangalore over the
course of the fiscal years ended March 31, 2000 and 2001.

BUSINESS OVERVIEW

        Wipro Limited is a leading India based provider of IT services globally.
We provide research and development services and software solutions to leading
companies worldwide. We leverage offshore development facilities located in
India to offer these services. In India, we are a leader in providing IT
solutions and services. We also have a profitable presence in niche Indian
market segments of consumer products and lighting.

We have three primary business segments:

        -   Global IT Services and Products. We provide research and development
            services for hardware and software design to technology and
            telecommunications companies and software application development
            services and package implementation services to corporate
            enterprises. Global IT Services is our fastest growing business
            segment and accounted for 67% of our revenue and 92% of our
            operating income for the year ended March 31, 2002.

        -   India and AsiaPac IT Services and Products. We are a leader in the
            Indian IT market and focus primarily on meeting all the IT and
            electronic commerce requirements of companies in India and the
            AsiaPacific region. This business segment accounted for 20% of our
            revenue and 7% of our operating income for the year ended March 31,
            2002.

        -   Consumer Care and Lighting. We leverage our brand name and
            distribution strengths to sustain a profitable presence in niche
            markets in the areas of soaps, toiletries, lighting products and
            hydrogenated cooking oils for the Indian market. This business
            segment accounted for 9% of our revenue and 5% of our operating
            income for the year ended March 31, 2002.

        -   Healthcare and Life Sciences. In April 2002, we established this new
            business segment to address the IT requirements of the emerging
            Healthcare and Life Sciences market. Wipro Biomed, which is
            currently reported in Others, will now be included in the Wipro
            Healthcare and Life Sciences segment.



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INDUSTRY OVERVIEW

IT Services

        The role of IT in transforming businesses and economies worldwide has
been widely recognized. The recent shift in the role of IT from merely
supporting businesses to transforming businesses, driving productivity gains and
creating new business models has increased the importance of IT to the success
of companies world-wide. This has resulted in an increased focus for companies
on areas such as:

        -   Reducing the time it takes to introduce new software applications,
            commonly known as time-to-application advantage; and

        -   Reducing the time it takes to develop new technologies, commonly
            known as time-to-market advantage.

        As a result, corporate budgets for IT services and research and
development budgets of technology companies have grown significantly.
International Data Corporation, or IDC, estimates that the global IT services
market will grow from approximately $413 billion in 2001 to $683 billion by
2006, reflecting a compound annual growth rate or CAGR of 11%. The market for
research and development services is comparable in size. The United States
National Science Foundation estimated that research and development expenditure
in the United States, the largest market, was $264 billion for 2000.

        Along with the increase in IT services and research and development
spending, companies are increasingly using external professional services as an
effective tool to meet their IT requirements. The trend towards outsourcing is
driven by a growing shortage of IT professionals in developed economies and the
threat of economic slowdown forcing cost-optimization strategies. By deploying
high-speed communications equipment, companies can access skilled IT services
from remote locations to meet their complex IT requirements in a cost-effective
manner.

        The India Advantage. According to a survey of U.S. software service
vendors conducted by the World Bank, India is one of the leading offshore
destinations for companies seeking to outsource software development of IT
projects. A McKinsey study conducted in 1999 for the Indian National Association
of Software and Service Companies, or NASSCOM, estimates that India's export
revenue from IT services will grow to $30 billion by March 31, 2008.

        There are several key factors contributing to this rapid growth of
India-based IT services:

        -   India-based IT companies have proven their capability to deliver IT
            services that satisfy the requirements of international clients who
            expect the highest quality standards. The NASSCOM survey of
            international quality standards of the top 400 Indian software
            companies showed that 201 had already been ISO 9000 or SEI-CMM Level
            3 certified, with an additional 80 anticipated to acquire such
            certifications during 2002.

        -   India has a large, highly skilled English-speaking labor pool that
            is available at a relatively low labor cost. According to NASSCOM,
            the Indian software industry was expected to employ 416,000 software
            professionals by March 31, 2002, making it the second largest
            employer in the IT services industry after the United States. In
            addition, India has more than 1,800 engineering colleges and
            technical institutes that train approximately 68,000 graduates
            annually in IT. According to a McKinsey study conducted for NASSCOM,
            the average annual wage for software professionals in India is
            approximately 20% of the average U.S. rate. Although wages in India
            are rising faster than in the United States, the labor rate
            differential is anticipated to remain a competitive advantage for
            Indian companies into the foreseeable future.

        -   With the time differential between India and its largest market, the
            United State, Indian companies are able to provide a combination of
            onsite and offshore services on a 24 hour basis on specific
            projects.

        In line with global trends, Indian companies are also increasingly
becoming aware of the potential of IT systems as they have begun to realize the
benefits of technology enhancements in their businesses. The domestic Indian IT
industry is primarily composed of hardware, packaged software and IT services.
IDC estimates that the Indian IT market will grow to over $14.9 billion by 2005,
reflecting a compound annual growth rate of approximately 27.4% from 2000, when
$4.4 billion was spent. The IT services market in India is expected to grow in
line with the rest of the industry to approximately $4.47 billion in 2005 from
$1.32 billion in 2000, representing a compound annual growth rate of over 28%.



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Consumer Care & Lighting

        The consumer care market that we address includes soaps, toiletries and
infant care products. The aggregate consumption in these markets for the year
ended December 31, 2001 was approximately Rs. 45,546 million. The lighting
industry in India is divided into incandescent lighting and fluorescent tube
lighting. The aggregate consumption in these markets as of December 31, 2001,
was approximately Rs. 17,852 million.

COMPETITIVE STRENGTHS

        We believe that the following are our principal competitive strengths:

        BROAD RANGE OF RESEARCH AND DEVELOPMENT SERVICES

        Our strengths in research and development services position us ideally
to take advantage of the rapid development and enhancement of new technologies.
We are one of few major IT services companies in the world capable of providing
an entire range of research and development services from concept to product
realization. We acquired these skill sets through our earlier research and
development efforts in the design of computer hardware products for the Indian
market when the Government of India did not allow these products to be imported.
We provide IT services for designing, enhancing and maintaining platform
technologies including servers and operating systems, communication subsystems,
local area and wide area network protocols, optical networking systems, Internet
protocol based switches, routers and embedded software including software used
in mobile phones, home/office appliances and automobiles.

        COMPREHENSIVE RANGE OF IT SERVICES

        We provide our customers comprehensive and integrated software
solutions, and are able to take full responsibility for project execution. We
have over 11 years of experience in software development, re-engineering and
maintenance for our corporate customers and provide managed IT support services
both at the client's site and through our 37 offshore development centers in
India. We believe that this integrated approach positions us to take advantage
of key growth areas in enterprise solutions, including IT services for
electronic commerce, or e-commerce, data warehousing and the implementation of
enterprise application software such as resource planning or ERP, supply chain
management or SCM and customer relationship management or CRM.

        WORLD-CLASS QUALITY AS MEASURED BY SEI-CMM AND SIX SIGMA INITIATIVES

        One of the most critical factors in our success has been our commitment
to pursue the highest quality standards in all aspects of our business. We were
assessed at SEI-CMM Level 5, the highest level of quality certification, in
January 1999, making us the first IT services provider in the world to achieve
this standard. SEI-CMM is widely accepted in the software industry as a standard
to measure the maturity and effectiveness of software processes. Our SEI-CMM
Level 5 rating is supported by our Six Sigma initiative, which is an
internationally recognized program focusing on defect reduction and cycle time
reduction. Our Six Sigma program was launched in 1998. Six Sigma represents a
quality standard of less than 3.4 defects per million opportunities in which a
defect may arise.

        OFFSHORE DEVELOPMENT MODEL

        One of our strengths is our ability to leverage our offshore development
centers, or ODCs. We were among the first India-based IT services companies to
implement the offshore development model as a method for delivering high-quality
services at a relatively low cost to international clients. The ODC model has
many features that are attractive to our clients, including:

        -   A time difference between the client site and the ODC which allows a
            24-hour work schedule for specific projects;

        -   The ability to quickly increase the scale of development operations;

        -   Increased access to our large pool of highly skilled IT
            professionals located in India; and

        -   Physical and operational separation from all other client projects,
            providing enhanced security for a client's intellectual property.

        ESTABLISHED TRACK RECORD WITH PREMIER INTERNATIONAL CUSTOMER BASE

        Our customers include some of the world's leading companies. Our top ten
customers in terms of revenue for the fiscal year ended March 31, 2002, have
maintained a working relationship with us for an average of 4.1 years. We had 23
clients that represented at least $5.0 million in IT services revenues in the
fiscal year ended March 31, 2002. We believe that having an established base of
high quality, high-technology clients provides us with the following competitive
advantages:



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        -   The type of clients we target are likely to maintain or increase
            their IT outsourcing budgets;

        -   Most of our large clients have invested significantly in our
            offshore development centers and are therefore likely to provide a
            high level of repeat business; and,

        -   Our IT professionals are consistently exposed to the latest
            technologies that we are then able to leverage to procure business
            from other clients.

        ABILITY TO ACCESS, ATTRACT AND RETAIN SKILLED IT PROFESSIONALS

        We continue to develop new methods of accessing and attracting skilled
IT professionals. We partnered with a leading Indian university to establish a
program for on the job training and a Masters degree in software engineering. We
have also sought to open facilities in various cities in India to better access
local professionals. We believe that our ability to retain highly skilled
personnel is enhanced by our leadership position, opportunities to work with
leading edge technologies and focus on training and compensation. In fiscal 2002
we were assessed at People Capability Maturity Model or PCMM level 5, the
highest level of certification. PCMM is widely accepted as a standard to measure
the maturity and effectiveness of human resources practices. Currently, we have
over 8,500 IT professionals in our Global IT Services business segment and we
expect to grow this number in the foreseeable future. One of the keys to
attracting and retaining qualified personnel is our variable and performance
linked compensation programs. We have had an employee stock purchase program
since 1984, an employee stock option plan and a productivity bonus plan since
October 1999.

        BROAD DISTRIBUTION NETWORK AND STRONG SALES FORCE IN INDIA

        We have a large and growing distribution network for our domestic
businesses. For our Indian IT Services and Products business segment, our direct
sales force targets large corporate clients and over 250 channel partners in
over 100 locations focus on medium and small enterprises. For our consumer care
and lighting products, we have access to one million retail outlets. This
distribution reach provides us with a significant competitive advantage and
allows us to grow our business with minimal increases in personnel.

        STRONG BRAND RECOGNITION IN THE INDIAN MARKET

        We believe that our brands are some of the most well recognized brands
in the Indian market. We have been operating in the Indian market for over 56
years and believe that customers equate our brand with high quality standards
and a commitment to customer service. We enhance the value of our brands through
aggressive and selective advertising and promotions.

OUR STRATEGY

        Our objective is to be a world leader in providing comprehensive IT
services. The markets we address are undergoing rapid change due to the pace of
technology development and change in business models. We believe that these
trends provide us with significant growth opportunities. The key elements of our
strategy include:

        SIGNIFICANTLY EXPAND OUR GLOBAL IT SERVICES AND PRODUCTS BUSINESS

        We expect to significantly grow our Global IT Services and Products
business and the percentage of our total revenues and profits contributed by
this business over the next few years. We believe that we can achieve this
objective through the following:

        -   Identify and develop service offerings in emerging growth areas as
            separate business opportunities, such as business intelligence
            services; and telecommunication and Internet service providers;

        -   Aggressively grow our research and development services by focusing
            on high growth markets such as telecommunications, mobile
            communications and the Internet, and high growth technologies such
            as embedded software;

        -   Leveraging our experience in providing IT infrastructure management
            services in the Indian market and our access to existing clients
            outside India to provide technology infrastructure support services;
            and

        -   Expand our market presence by providing system integration services.

        INCREASE THE NUMBER AND PENETRATION OF GLOBAL IT SERVICES AND PRODUCTS
        CLIENTS

        We intend to increase the number of our clients through a dedicated
sales team focused on new client acquisitions and increasing our presence in
Europe and Asia. Our goal is to make every new client account earn over $1
million in annual revenues



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within twelve months. We intend to increase our share of business with existing
clients by expanding our range of IT solutions and by increasing our knowledge
of industry segments and individual client businesses to allow us to better
understand client requirements.

        SUSTAIN/INCREASE OUR GLOBAL IT SERVICES AND PRODUCTS OPERATING MARGINS

        We intend to focus on sustaining/increasing our operating margins by:

        -   increasing the revenue per IT professional by providing higher value
            added services;

        -   increasing the number of productized services;

        -   increasing the proportion of our fixed price contracts; and

        -   increasing the proportion of our client work conducted offshore,
            which typically has higher operating margins.

        FOCUS ON SERVICES-LED GROWTH IN THE IT MARKET IN INDIA

        We plan to grow in the IT market in India by focusing on the services we
offer our clients. We believe that by offering clients a full service technology
solution, including systems integration, support services, software and
networking solutions along with branded hardware products, we can enhance our
profitability significantly.

        AGGRESSIVELY BUILD AWARENESS OF THE WIPRO BRAND NAME

        We plan to continue aggressively building awareness among clients and
consumers both domestically and internationally of the Wipro brand name. We
believe we can leverage the strength of an international brand name across all
of our businesses by ensuring that our brand name is associated with Wipro's
position as a market leader that is committed to high quality standards. To
achieve this objective, we intend to expand our marketing efforts with
advertising campaigns and promotional efforts that are targeted to specific
groups.

        PURSUE SELECTIVE ACQUISITIONS OF IT SERVICES COMPANIES

        We plan to pursue selective acquisitions of IT service companies that
would allow us to expand our service offerings and acquire additional skills
that are valued by our clients. We believe that this will strengthen our
relationships with clients and allow us to realize higher revenues from them. In
pursuing acquisitions, we will focus on companies where a significant portion of
their work can be moved offshore to India to leverage our low cost offshore
delivery model and realize higher margins. Although we have not currently
identified any companies we would like to acquire, we continue to seek to
identify and acquire companies that will complement our existing businesses and
build our brand. This strategy includes exploring potential strategic
partnerships and relationships.

        SUSTAIN GROWTH IN OPERATING INCOME AND CASH FLOW OF OUR TRADITIONAL
        BUSINESSES

        We have been in the consumer care business since 1945 and the lighting
business since 1992. The consumer care business has historically generated
surplus cash for us to be able to grow our other businesses. Our strategy is to
maintain a steady growth in operating income for these businesses through
efficient capital utilization, strong brand name recognition and expanding our
nationwide distribution network.

GLOBAL IT SERVICES AND PRODUCTS

        Our Global IT Services and Products business segment, which we call
Wipro Technologies, is a leader in providing IT services to international
companies. We provide clients customized IT solutions to improve their
competitiveness. Our IT services are focused on the following areas:

        -   Research and development services;

        -   Enterprise solutions; and

        -   Technology infrastructure support services.

        In our IT service offerings, we typically assume primary project
management responsibility. We offer these services worldwide through a team of
over 8,500 IT professionals and 37 offshore development centers.

        RESEARCH AND DEVELOPMENT SERVICES

        We provide product development services for both hardware and software
systems that are implemented in computers and communications equipment. We
acquired these skill sets from earlier research and development efforts in the
design of computer



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hardware products for the Indian market when the Government of India did not
allow these products to be imported. We have leveraged our research and
development skills to become an outsourcing resource for companies that seek
highly skilled product development services for some of their core technologies.
We typically target these services to the Chief Technology Officer of technology
product companies to provide them with a product development time-to-market
advantage. Our services include:

        Hardware design and development. We design and develop various types of
integrated electronic circuits, or ICs, including application specific
integrated circuits, or ASICs and field programmable gate arrays, or FPGAs. We
offer our services over a broad spectrum of technology areas and are able to
provide our clients complete subsystems or entire products. We are able to
assume complete responsibility for all phases of the development, beginning with
the requirements analysis to the transfer of technology and information to the
client.

        Software system design and development. We develop software
applications, including computer operating system software applications commonly
known as middleware, electronics communication protocols and software that helps
computers manage networks and control peripheral devices such as printers and
monitors. We focus on embedded software technologies that involve the design and
development of software solutions that are embedded in the hardware of a
particular device.

        Our research and development services division accounted for 46%, 50%
and 50% of Global IT Services revenue for the fiscal years ended March 31, 2000,
March 31, 2001 and March 31, 2002.

        We have approximately 4,700 IT professionals trained in a broad array of
computing platforms and communication technologies. By focusing on selected
markets and technologies we are able to leverage our expertise and create
greater efficiencies as well as faster delivery times. Our research and
development services are organized into three areas of focus, which are
described below with illustrative examples of projects we have completed for our
clients:

        Telecommunications and inter-networking. We provide software and
hardware design, development and implementation services in areas such as fiber
optics communication networks, wireless networks, data networks, voice switching
networks and networking protocols. Two examples of projects we have completed
for our clients are provided below:

        -   Wireless communications software. A leading North-American
            telecommunications solution provider sought our services to help
            provide a wireless pre-paid solution to a large cellular service
            provider in North America that enables a mobile subscriber to pay in
            advance for a class of cellular service. The application
            communicates with Interactive Voice Response Units or IVR to replay
            announcements to subscribers. It interacts with middleware, for the
            real time billing of calls. The application also supports roaming
            subscribers. We helped define the requirements and the architecture
            for the entire solution. Our team then assumed complete
            responsibility for design, development, testing and deployment
            support of the application.

        -   Data Networks. The client is a U.S. based networking company that
            sought our services to design application specific integrated
            circuits or ASICs for their edge router products. We designed
            various physical interface cards for their Internet Protocol switch
            product and developed the firmware, network management and protocol
            software for the switch.

        Embedded systems and Internet access devices. The software solution we
provide is programmed into the hardware IC or ASIC to eliminate the need for
running the software through an external source. The technology is particularly
important to portable computers, consumer electronics, computer peripherals,
automotive electronics and mobile phones, as well as other machines such as
process controlled equipment. A representative client project is provided below:

        -   Embedded software for Automotive Electronics. A leading European
            automotive equipment vendor sought our services for a complete
            Graphical User Interface or GUI based Human -- Machine Interface or
            HMI for its high-end driver information system. The client possessed
            the requisite hardware capabilities and had the discrete telematics
            functional modules such as the Global Positioning System or GPS and
            audio required for the driver information system. We provided the
            expertise of integrating these varied modules into a user-friendly
            ergonomic interface, designed in a manner that could be effortlessly
            extrapolated to fit diverse models and functionalities.

        Telecommunications and service providers. We provide software
application integration, network integration and maintenance services to
telecommunications service providers, Internet service providers, application
service providers and Internet data centers. A representative client project
provided below:



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        -   Comprehensive Systems Integration. For a U.K. based
            telecommunications service provider, we provided comprehensive
            system integration services including development of the
            architecture of the solution, procurement and integration of various
            products, and development of necessary software and maintenance of
            the solution.

        ENTERPRISE SOLUTIONS

        We provide a comprehensive range of enterprise solutions primarily to
Fortune 1000 companies to meet their business requirements. We typically target
these services to the Chief Information Officer of a company to provide them
with a time-to-application advantage. Our enterprise solutions division
accounted for 50%, 45% and 50% of our Global IT Services and Products revenues
for the fiscal years ended March 31, 2000, March 31, 2001 and March 31, 2002.

        Our services include:

        E-commerce services. We offer solutions to help create the
infrastructure and build and deliver applications for companies seeking to
implement their e-commerce strategies. We offer our e-commerce services through
our branded service, Net.profit, which enables our customers to rapidly deploy
software applications so they can take advantage of new business opportunities
and enhance profitability. Our e-commerce services include:

        -   IT Architecting and Design. We help our clients analyze and choose
            hardware, software and tools needed to deliver a system that meets
            their business objectives. For example, we designed an Internet
            based ordering system for a travel instruments company in the United
            Kingdom and developed an implementation plan with resources
            required, schedules and deliverables.

        -   Application Development. We work with our clients to develop
            applications around their existing or chosen architectures to meet
            their business requirements. For example, we developed an
            engineering procurement and construction portal for a leading U.S.
            based engineering construction company.

        -   Legacy Web Integration. We help organizations with large existing
            investments in legacy systems to Internet enable a number of
            front-end applications such as customer queries. For example, for a
            leading Europe based securities firm, we re-engineered their one
            time payment system and their credit and risk management system to a
            web based system.

        -   Web Security. We have developed a reliable and highly scalable
            security model, which we have branded WebSecure, which helps our
            clients integrate Internet security technologies with their business
            model. For instance, using WebSecure, we have developed a
            comprehensive security system for a leading U.S. based retail
            organization's extranet/intranet that can be accessed in multiple
            locations and that encompasses diverse platforms and applications.

        E-commerce projects are often characterized by changing requirements,
very short development and deployment time frames and emerging technologies. To
address these characteristics we have developed a solution methodology called
Re-engineer Application Process through Incremental & Iterative Development, or
RAPIID. We adopt an incremental and iterative process in our projects and take
advantage of a library of reusable components developed at our development
centers to reduce the development time for a project. We have over 750
e-commerce IT professionals, most of whom have industry expertise in financial
services, retail, healthcare or utilities.

        Custom applications. We help our clients align their IT systems with
their business strategy by creating customized solutions, selecting appropriate
technologies, implementing systems on a fast-track basis, and ensuring overall
quality. We offer outsourcing services in the areas of software development,
re-engineering and maintenance.

        -   Development. We offer our development services over a broad spectrum
            of technology areas that include client/server applications, object
            oriented software, Internet/intranet applications and mainframe
            applications. For example, for a U.S. based manufacturer of random
            access memory or RAM components, we developed a Global Planning and
            Scheduling application that allows the client to streamline its
            supply chain management capabilities, reduce operational costs and
            improve customer satisfaction through on-time deliveries.

        -   Re-engineering. We study a client's business processes and existing
            systems and convert or redevelop them to meet their requirements.
            For example, for a large insurance company in the U.S. we
            transitioned their existing propriety life insurance policy
            administration system to a more flexible and scalable system.

        -   Maintenance. To meet the needs of a changing business environment
            with limited internal resource utilization, we address legacy
            software applications for our clients that require upgrades. For
            example, for a large U.S. based Insurance company we have been
            providing IT services in the areas of Claims Processing Systems,
            Policy Processing Systems, Billing System, Agency System and
            Management Information Systems.



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        Enterprise application integration services. We implement packaged
enterprise applications which integrate information in an organization with key
business processes to improve the efficiency and effectiveness of our clients.
Through strategic alliances with some of the leading solutions vendors, we
assist our clients in implementing services in the areas of enterprise resource
planning, supply chain management and customer relationship management.

        Business intelligence and data warehousing. We develop strategies and
implement solutions for our clients to manage multiple sources of data for use
in their decision making processes. For example, for a large insurance company
in the U.S. we designed and implemented a management information system in the
claims processing area. Our solution included the generation of a range of
analyses and reports on customer profitability, dealer performance and sales
team performance.

        We focus our services on clients in selected industries to leverage our
expertise and create greater efficiencies and faster delivery times. We
primarily offer our services across the retail and utilities, financial
services, and manufacturing, industries.

        TECHNOLOGY INFRASTRUCTURE SUPPORT SERVICES

        Our offerings include help desk management, systems management and
migration, network management and messaging services. We are able to provide
Global IT Services and Products clients with high quality, 24 hour, seven day a
week support services by leveraging our expertise in managing IT infrastructure
for our clients in India. We formed this division at the end of 1998 and it
accounted for 7% of Global IT Services and Products revenues for the year ended
March 31, 2002. We anticipate that this division of our Global IT Services
business will continue to grow over the next few years.

        A few representative examples are provided below:

        -   For a legislative body in Europe we provided consulting services in
            the area of IT infrastructure management. We continue to support the
            server, network operations and disaster recovery systems.

        -   For a large investment banking company in the U.S., we provide
            remote infrastructure management services in the areas of database
            and web server administration from an offshore development centre in
            India.

        OUR DELIVERY MODEL

        In our IT service offerings, we typically assume primary project
management responsibility for all stages of implementation of the project.
Typically, a project team consists of a small number of IT professionals based
at the client's location who define the scope of the project, track changes to
specifications and requirements during project implementation, assist in
installing the software or system at the client's site and ensure its continued
operation. The large proportion of the development work on the project is
performed at one of our dedicated offshore development centers, or ODCs, located
in India. Our project management techniques, risk management processes and
quality control measures enable us to complete projects on time and seamlessly
across multiple locations with a high level of quality.

        The Offshore Development Center. We were one of the first Indian IT
services companies to implement the offshore development model as a method for
delivering high-quality services at a relatively low cost to our international
clients. Our ODC is a virtual extension of the client's working environment with
a dedicated facility and dedicated hardware and software infrastructure that
replicate the client's facilities. This is further enhanced by a dedicated
high-speed telecommunication link with the client's onsite facilities and a
secure working environment. We currently operate 37 offshore development
centers. Clients such as Compaq, Nortel, and Seagate Technologies have had ODCs
with us for periods ranging from five to twelve years. In all our projects, we
endeavor to increase the proportion of work performed at the ODCs in order to be
able to take advantage of the various benefits associated with this approach,
including higher gross margins and increased process control. Due to the level
of investment required by our clients in an ODC and the quality of services we
provide, the ODC model has provided us a high percentage of repeat business and
a stable revenue stream. In addition, the ODC model has many features that are
attractive to our clients, including:

        -   A time difference between the client site and the ODC which allows a
            24-hour work schedule for specific projects;

        -   The ability to quickly increase the scale of development operations;

        -   Increased access to our large pool of highly skilled IT
            professionals located in India; and

        -   Physical and operational separation from all other client projects,
            providing enhanced security for a client's intellectual property.



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        CLIENTS

        We provide IT software solutions to clients from a broad array of
industry sectors. Several of our clients purchase services across several of our
business segments. We seek to expand the level of business with our existing
clients by increasing the type and range of services we provide to them. The
table below illustrates the size of our client project work as measured by
revenues.

<TABLE>
                                            NUMBER OF CLIENTS IN
                               ------------------------------------------------
                                 YEAR ENDED       YEAR ENDED       YEAR ENDED
PER CLIENT REVENUE($)          MARCH 31, 2000   MARCH 31, 2001   MARCH 31, 2002
---------------------          --------------   --------------   --------------
<S>                            <C>              <C>              <C>
1-3 million .............            23               36               49
3-5 million .............             5               14                9
 >5 million .............            11               15               23
                                    ---              ---              ---
    Total ...............            39               65               81
                                    ===              ===              ===
</TABLE>

        For the fiscal years ended March 31, 2001 and 2002 Global IT Services
and Products largest client accounted for 8% and 7% of revenue from services of
Global IT Services and Products and 5% and 5% of total revenues. For the same
periods, Global IT Services and Products five largest clients accounted for 30%
and 29% of Global IT Services and Products revenues, and 17% and 20% of total
revenues.

        SALES AND MARKETING

        Our headquarters is located at Bangalore, India. We sell and market our
Global IT Services and Products primarily through our direct sales force, with
locations worldwide, including in the United States, France, Holland, Japan,
Sweden and the United Kingdom. Our sales teams are organized in three ways:

        -   by the vertical market segment in which the client's business is;

        -   a client is new or existing; and

        -   by the geographic region in which the client is located.

        We use an integrated team sales approach that allows our sales teams to
pass a client over to an execution team once the sale is completed. Our sales
personnel, with the appropriate software professionals and technical managers
work together in analyzing potential projects and selling our expertise to
potential clients.

        Our sales efforts are largely decentralized and conducted within each of
our business segments. Global IT Services and Products also gets support from
our corporate marketing team to assist in brand building and other corporate
level marketing efforts. Our sales and marketing team has increased from 67 to
99 personnel from March 31, 2001 to March 31, 2002. We intend to expand our
global marketing efforts through increased presence in targeted geographical
regions.

        COMPETITION

        The market for IT services is highly competitive and rapidly changing.
Our competitors in this market include consulting firms, big five accounting
firms, global IT services companies, such as IBM Global Services, Accenture,
EDS, Sapient, and India based IT services companies such as Tata Consultancy
Services, Infosys, and Satyam.

        These competitors are located internationally as well as in India. We
expect that further competition will increase and potentially include companies
from other countries that have lower personnel costs than those currently in
India. A significant part of our competitive advantage has historically been a
wage cost advantage relative to companies in the United States and Europe. Since
wage costs in India are presently increasing at a faster rate than those in the
United States, our ability to compete effectively will increasingly become
dependent on our ability to provide high quality, on-time, complex deliverables
that depend on increased expertise in certain technical areas. We also believe
that our ability to compete will depend on a number of factors not within our
control, including:

        -   the ability of our competitors to attract, retain and motivate
            highly skilled IT services professionals;

        -   the price at which our competitors offer their services; and

        -   the extent to which our competitors can respond to a client's needs.



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        We believe we compete favorably with respect to each of these factors
and believe our success has been driven by quality leadership, our ability to
create client loyalty and our expertise in targeted select markets.

INDIA AND ASIAPAC IT SERVICES AND PRODUCTS

        Our India and AsiaPac IT Services and Products business segment, which
we call Wipro Infotech, is focused on the Indian market and provides clients
with complete technology solutions. Our suite of technology services and
products consists of the following:

        -   Enterprise products;

        -   Technology integration and management services; and

        -   Software solutions.

        Additionally, we provide our domestic customers with access to our full
range of global IT services, including enterprise solutions and research and
development services.

        SERVICES AND PRODUCTS

        Enterprise Products. We are one of the largest system integrators in
India. This business offering assists clients with integration solutions,
including platform, network, security and service provider systems integration.
We manufacture our own brand of personal desktop computers and also offer a
portfolio of international brands, to meet our clients' requirements.

        Technology Integration and Management Services. We enable our customers
to leverage our IT skills and expertise to maximize the return on their
technology investments. We have over 20 years of experience and currently
support over 150,000 systems with over 40,000 clients with approximately 1,500
IT professionals. Our offerings include:

        -   Systems and network integration. Includes integration of computing
            platforms, networks, security and service provider systems. These
            services are typically bundled with sales of our computer products.

        -   Availability services. Includes hardware and software maintenance,
            and network availability services. We provide these services through
            an annual service or maintenance contract with the client which
            provides for both preventive and breakdown maintenance services.

        -   Managed IT services. Management and operation of IT infrastructure
            such as data centers on a day- to-day basis.

        -   Professional services. Includes technology support services for
            upgrades, system migrations, messaging, network audits and new
            system implementation. When combined with our expertise in
            availability and managed IT services, we can provide the client with
            a complete solution for enhanced system performance.

        We supplement our in-house resources with approximately 110 franchisees,
whom we train, and support for them to provide both Availability and Managed IT
services. This allows us to grow our business substantially without
proportionate increases in our personnel.

        Software Solutions. We provide software solutions to enable clients to
effectively utilize IT systems to run their business more efficiently. Our
solutions include e-services, e-security solutions, and enterprise application
services. These services leverage our expertise developed by our enterprise
solutions division of our global business segment.

        CLIENTS

        We provide products and services to clients in a variety of areas such
as manufacturing, IT services, banking, public sector undertakings, as well as
to the major stock exchanges of India. Our clients also include channel
partners, who are value-added resellers of our services and products. As of
March 31, 2002, we had over 250 channel partners in over 100 cities in India. We
have a diverse range of clients, none of whom account for more than 5% of our
Indian IT Services and Products business segment revenues.

        SALES AND MARKETING

        We sell and market our products and services to major corporate clients
through our direct sales force and to smaller corporate clients and retail
clients through an extensive network of exclusive channel partners. Sales teams
are organized according to industry sectors such as communications, finance,
insurance and software. Compensation to our sales teams is comprised of salary



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and additional compensation linked to the profit margins and collections that a
particular sales team produces. Sales efforts are further supplemented through a
corporate-wide web-based ordering system and a marketing team that assists in
brand building and other corporate level marketing efforts. As of March 31,
2002, we had 235 employees in our sales and marketing staff.

        COMPETITION

        The market for our products and services is highly competitive and
rapidly changing. Our competitors include multinational corporations such as
Compaq, IBM and Hewlett-Packard and Indian companies such as HCL Infosystems
Ltd., and Zenith IT Group. Currently, our major competitors in the Indian
services market include HCL Infosystems and IBM Global Services.

CONSUMER CARE AND LIGHTING

        Our consumer care and lighting business segment focuses on niche
profitable market segments and has historically generated cash to support the
growth of our other business segments. We began with the hydrogenated oil
business, and expanded into the soaps market. We have continued to expand our
business, and currently offer a mix of consumer products including hydrogenated
cooking oil, soaps and toiletries, light bulbs and fluorescent tubes, and
lighting accessories.

        PRODUCTS

        Soaps and toiletries. Our product lines include soaps and toiletries, as
well as baby products, using ethnic ingredients. Our umbrella brands include the
Santoor and Wipro Active lines of soaps and talcum powders and the Wipro Baby
Soft line of infant and child care products, which includes soap, talcum powder,
oil and feeding bottles.

        Lighting. Our product line includes incandescent light bulbs, florescent
tubes and luminaries. We operate both in commercial and retail markets. We have
also developed commercial lighting solutions for pharmaceutical production
centers, software development centers and other industries.

        Hydrogenated cooking oils. Our product line consists of hydrogenated
cooking oils, a cooking medium used in homes, and bulk consumption points like
bakeries and restaurants. We sell this product under our brand name Wipro
Sunflower, which was launched in the 1950s and has been a leading brand in
western and southern India.

        SALES AND MARKETING

        We sell and market our consumer care products primarily through our
distribution network in India, that has access to one million retail outlets
throughout the country. We sell our lighting products to major industrial and
commercial customers through our direct sales force, from 26 sales offices
located throughout India. We also have access to over 300,000 retail outlets for
our lighting products.

        We leverage our brand recognition by successfully incorporating the
Wipro identity with our consumer brands. We intend to expand our marketing
efforts with advertising campaigns and promotional efforts targeted to specific
regions of India.

        COMPETITION

        Our competitors in consumer care and lighting are located primarily in
India, and include multinational and Indian companies such as Hindustan Lever
Limited, for soaps, toiletries and hydrogenated oils and General Electric and
Philips for lighting.

        RAW MATERIALS AND MANUFACTURING

        The primary raw materials for many of our soap and hydrogenated oil
products are agricultural commodities, such as vegetable oils. We normally
purchase these raw materials domestically through various suppliers contracts.
Prices of vegetable oils, agricultural commodities tend to fluctuate due to
seasonal, climatic and economic factors, which generally also affect our
competitors.

        Our lighting products are manufactured from glass and industrialized
parts. We purchase these parts from various domestic and foreign distributors
and manufacturers, pursuant to a combination of requirement and other supply
contracts. These materials are currently in adequate supply, and we expect them
to continue to be in adequate supply.

        We have five manufacturing facilities located in southern and western
India.



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        GOVERNMENT REGULATION AND ENVIRONMENTAL MATTERS

        We are subject to several legislative provisions relating to the
prevention of food adulteration, weights and measures, drugs and cosmetics,
storage of explosives, environmental protection, pollution control, essential
commodities and operation of manufacturing facilities. Non-compliance with these
provisions may lead to civil and criminal liability. We are and have been in
compliance with the applicable provisions.

WIPRO GE MEDICAL SYSTEMS LIMITED

        In 1990, we formed a joint venture with General Electric called Wipro GE
Medical Systems Limited to learn new technologies and management processes from
world class companies like General Electric and to enter new markets. General
Electric currently holds 51% of the equity in the joint venture and we hold 49%.
The joint venture partners have equal representation on the board of directors
and the chairman of the joint venture is the chairman of Wipro Limited. The
joint venture provides customers in South Asian markets after sales services for
all GE Medical Systems products sold to them. Products offered in this market
consists of GE Medical Systems products manufactured world wide and portable
ultrasound equipment manufactured in India by this joint venture for the global
markets. This venture also leverages our strength in software development to
develop embedded software for medical equipment designed and developed by
General Electric for their global product portfolio. Our main competitors
include Siemens and Philips.

WIPRO FLUID POWER

        Our fluid power business started in 1975, as a result of our strategy to
enter new emerging markets with profitable business and high margins. We focus
on the hydraulics market, especially the mobile construction equipment business
and believe the growth of this business is linked to the growth of
infrastructure spending in India. We manufacture and sell cylinders and truck
hydraulics, and we also distribute hydraulic steering equipment and pumps,
motors and valves for international companies. Our main competitors include
Hitachi Ltd., Hyundai Motor Company, UT Limited (India) and overseas suppliers
such as the Danfoss Group and Komatsu Ltd.

MARKETS AND SALES REVENUE

        Our revenues for the last three fiscal years by geographic areas are as
follows:

<TABLE>
                                                                 (In millions)
                          ----------------------------------------------------
                                       FISCAL YEAR ENDED MARCH 31,
                          ----------------------------------------------------
   GEOGRAPHIC AREA           2000          2001          2002            2002
----------------------    ----------    ----------    ----------        ------

<S>                       <C>           <C>           <C>           <C>
India ................    Rs. 12,244    Rs. 12,464    Rs. 11,552        $  237
United States ........         6,522        11,431        12,689           260
Europe ...............         2,350         5,071         8,255           169
Rest of the World ....         1,711         1,821         1,486            30
                          ----------    ----------    ----------        ------
    Total ............    Rs. 22,827    Rs. 30,787    Rs. 33,982        $  696
</TABLE>

INTELLECTUAL PROPERTY

        Our intellectual property rights are important to our business. We rely
on a combination of patent, copyright, trademark and design laws, trade secrets,
confidentiality procedures and contractual provisions to protect our
intellectual property. We require employees, independent contractors and,
whenever possible, vendors to enter into confidentiality agreements upon the
commencement of their relationships with us. These agreements generally provide
that any confidential or proprietary information developed by us or on our
behalf be kept confidential. These agreements also provide that any confidential
or proprietary information disclosed to third parties in the course of our
business be kept confidential by such third parties. However, our clients
usually own the intellectual property in the software we develop for them.

        Our efforts to protect our intellectual property may not be adequate.
Our competitors may independently develop similar technology or duplicate our
products and/or services. Unauthorized parties may infringe upon or
misappropriate our products, services or proprietary information. In addition,
the laws of India do not protect intellectual property rights to the same extent
as laws in the United States. For example, India does not grant patents for
software applications or products. In the future, litigation



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may be necessary to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others. Any such litigation
could be time-consuming and costly.

        We could be subject to intellectual property infringement claims as the
number of our competitors grows and our product or service offerings overlap
with competitive offerings. In addition, we may become subject to such claims
since we may not always be able to verify the intellectual property rights of
third parties from which we license a variety of technologies. Defending against
these claims, even if not meritorious, could be expensive and divert our
attention from operating our company. If we become liable to third parties for
infringing their intellectual property rights, we could be required to pay
substantial damage awards and be forced to develop non-infringing technology,
obtain a license or cease selling the applications that contain the infringing
technology. The loss of some of our existing licenses could delay the
introduction of software enhancements, interactive tools and other new products
and services until equivalent technology could be licensed or developed. We may
be unable to develop non-infringing technology or obtain a license on
commercially reasonable terms, or at all.

        As of March 31, 2002, Wipro Limited and its subsidiaries held 156
trademarks in India, including Wipro, Santoor and Wipro Babysoft. Wipro
Trademarks Holding Limited, our wholly owned subsidiary, has 981 trademark
applications pending in India. We have four registered trademarks in Japan, two
registered trademark in the United States, five community trademarks in the
European Union and two trademark application, two service mark applications
pending in the United States and one service mark application in Japan. It is
uncertain whether we will obtain registration for these trademarks and service
marks.

        We have three patent applications that are currently pending in India.
We have one registered patent for our hydraulic tipping valve. We have three
registered copyrights and thirteen pending copyright registrations in India. We
also have nine designs registered in India. We cannot guarantee that we will
obtain patent, design and copyright registration for any of our pending
applications.

ORGANIZATIONAL STRUCTURE

        Wipro's subsidiaries and affiliates are provided in the table below.

<TABLE>
                                                     COUNTRY OF      PERCENTAGE
                     NAME                          INCORPORATION   HELD BY WIPRO
        -----------------------------------        -------------   -------------
<S>                                                <C>             <C>
        Wipro Inc. ........................        United States        100%
        Enthink Inc.*......................        United States        100%
        Wipro Japan KK. ...................            Japan            100%
        Wipro Prosper Ltd. ................            India            100%
        Wipro Welfare Ltd. ................            India            100%
        Wipro Trademarks Holding Ltd. .....            India            100%
        Netkracker Ltd.**.................            India             79%
        Wipro e-Peripherals Ltd. ..........            India           33.8%
        Wipro GE Medical Systems Ltd. .....            India             49%
        -----------------------------------
</TABLE>
        *  Wholly owned subsidiary of Wipro Inc.

        ** Name changed to Wipro Fluid Power Limited as of April 16, 2002.

FACILITIES

        Our headquarters and corporate offices are located at Doddakannelli,
Sarjapur Road, Bangalore, India. The offices are approximately 300,000 square
feet. We have entered into an agreement to purchase approximately 1,500,000
square feet of land adjoining our corporate offices for future expansion plans.
Additionally, our most significant leased and owned properties are listed in the
table below.

        We have one sales and marketing office located in each of the following
countries: Canada, France, Germany, Japan, Sweden, and the United Kingdom. In
addition, we have eight sales and marketing offices in the United States.

        We operate nine manufacturing sites, aggregating approximately 1,272,700
square feet and approximately 3,590,000 square feet of land. We own seven of
these facilities, located in Amalner, Tumkur, Bangalore, Mysore, Hindupur,
Chennai and Pondicherry, India. We have leased on a long-term basis one
additional facility located in Waluj, India.



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        Our software development and manufacturing facilities are equipped with
a world class technology infrastructure that includes networked workstations,
servers, data communication links, captive power generators and other plants and
machinery.

        We believe that our facilities are optimally utilized and that
appropriate expansion plans are being planned and undertaken to meet our future
growth.

<TABLE>
<CAPTION>
                                                                 BUILDING          LAND (1)
                                                              --------------    --------------   -----------------
                    LOCATION                                  APPROX. SQ.FT.    APPROX. SQ.FT.       OWNERSHIP
------------------------------------------------------        --------------    --------------   -----------------
<S>                                                           <C>               <C>                <C>
SOFTWARE DEVELOPMENT FACILITIES
    Bangalore (M.G.Road), Karnataka ..................            56,000                --         Leased
    Bangalore (ITPL), Karnataka ......................            45,000                --         Leased
    Bangalore (Koramangala 1), Karnataka .............            48,000                --         Leased
    Bangalore (Koramangala 2), Karnataka .............            52,500            30,000         Owned
    Bangalore (Koramangala 3), Karnataka .............            13,249                --         Leased
    Bangalore (Madivala - 1), Karnataka ..............            48,000                --         Leased
    Bangalore (Madivala - 2), Karnataka ..............            74,800                --         Leased
    Bangalore (Madivala - 3), Karnataka ..............            70,000                --         Leased
    Bangalore (Electronic City 1), Karnataka .........           225,000           217,800         Long term lease
    Bangalore (Electronic City 2), Karnataka (2) .....           430,000           522,000         Owned
    Chennai, (Guindy), Tamil Nadu ....................            35,000            16,000         Owned
    Chennai (Sholinganalur), Tamil Nadu ..............           450,000           610,000         Owned
    Gurgaon, Haryana .................................             6,000                --         Long term lease
    Hyderabad (Madhapur), Andhra Pradesh .............           250,000           196,000         Long term lease
    London - United Kingdom ..........................            11,000                --         Leased
    New Mumbai (Belapur), Maharashtra ................           156,000                --         Long term lease
    Pune, (Hinjewadi), Maharashtra ...................           270,000         1,084,000         Long term lease
    Secunderabad (Begumpet), Andhra Pradesh ..........            40,000                --         Long term lease
    Phoenix, Arizona .................................             2,300                --         Leased
                                                               ---------         ---------
       TOTAL .........................................         2,282,849         2,675,800
    PROPOSED SOFTWARE DEVELOPMENT FACILITIES
    Bangalore (Electronic City 3), Karnataka .........           250,000           370,000         Owned
    Bangalore (Electronic City 4), Karnataka .........                --         2,178,000         Owned
    Hyderabad, Andhra Pradesh ........................           900,000         1,300,000         Long term lease
    Kolkata, West Bengal .............................           350,000           522,000         Long term lease
    New Mumbai (Vashi), Maharashtra ..................           250,000           166,000         Long term lease
                                                               ---------         ---------
       TOTAL .........................................         1,750,000         1,058,000
    FACTORIES
    Amalner, Maharashtra .............................           727,000         1,108,000         Owned
    Bangalore, Karnataka .............................            63,000           397,000         Owned
    Tumkur, Karnataka ................................           139,000           397,000         Owned
    Hindupur, Andhra Pradesh .........................            31,000           114,000         Owned
    Tambaram, Chennai ................................            90,000            80,000         Owned
    Mysore, Karnataka ................................            60,000           327,000         Owned
    Thirubhvanai, Pondicherry ........................            20,000           400,000         Owned
    Waluj, Aurangabad ................................           124,000           767,000         Long term lease
    Thatanchavadi, Pondicherry .......................            18,700                --         Owned
                                                               ---------         ---------
       TOTAL .........................................         1,272,700         3,590,000
------------------------------------------------------
(1)  Includes land owned or held pursuant to a long term lease.
(2)  Facility partially completed.
</TABLE>



                                       17
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WIPRO LIMITED
--------------------------------------------------------------------------------

MATERIAL PLANS TO CONSTRUCT, EXPAND AND IMPROVE FACILITIES

        As of March 31, 2002, we have capital commitments of Rs. 241 million
($4.94 million) related to the construction or expansion of software development
facilities. Additional expansion plans are currently intended to be funded by
internal accruals.

LEGAL PROCEEDINGS

        Wipro Limited, its directors, senior executive officers and affiliates
are not currently a party to any material legal proceedings.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

OPERATING RESULTS

        This information is available in the section titled "Management's
Discussion and Analysis of Financial Conditions and Results of Operation" on
pages 164 through 178 in our Annual Report for the fiscal year ended March 31,
2002, and is incorporated herein by reference.

LIQUIDITY AND CAPITAL RESOURCES

        This information is available in the section titled "Management's
Discussion and Analysis of Financial Conditions and Results of Operation" on
pages 164 through 178 in our Annual Report for the fiscal year ended March 31,
2002, and is incorporated herein by reference.

TREND INFORMATION

        This information is available in the section titled "Management's
Discussion and Analysis of Financial Conditions and Results of Operation" on
pages 164 through 178 in our Annual Report for the fiscal year ended March 31,
2002 and is incorporated herein by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

DIRECTORS AND SENIOR MANAGEMENT

        Our directors and executive officers, their respective ages and
positions as of March 31, 2002 are as follows:

<TABLE>
<CAPTION>
               NAME                         AGE                    POSITION
               ----                         ---                    --------
<S>                                         <C>   <C>
Azim H. Premji .........................    56    Chairman of the Board and Managing Director
Dr. Ashok Ganguly ......................    66    Director
P.S. Pai ...............................    59    Vice Chairman of the Board and Executive Officer
B.C. Prabhakar .........................    59    Director
Dr. Jagdish N. Sheth ...................    63    Director
Vivek Paul .............................    43    Vice Chairman of the Board and Executive Officer
Narayan Vaghul .........................    65    Director
Eisuke Sakakibara ......................    61    Director
P.M.Sinha ..............................    62    Director
Dileep K. Ranjekar .....................    51    Executive Vice President, Human Resources
Suresh C. Senapaty .....................    45    Executive Vice President, Finance
Suresh Vaswani .........................    42    President, Wipro Infotech
M.S. Rao ...............................    59    Managing Director, Wipro Fluid Power Limited
Vineet Agrawal .........................    40    Vice President, Mission Quality, Innovation, Brand and Corporate
                                                  Communication
</TABLE>

        Azim H. Premji has been our Chairman of the Board and Managing Director
since September 1968. Mr. Premji holds a Bachelor of Science in Electrical
Engineering from Stanford University. Currently, he is also a director of Media
Lab Asia.



                                       18
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WIPRO LIMITED
--------------------------------------------------------------------------------

        Dr. Ashok Ganguly has served as our Director since January 1999. He has
also been Chairman of ICI India Limited since August 1996. From June 1980 to May
1990, he served as Chairman of Hindustan Lever Limited. From May 1990 to May
1997 he served as Director of Unilever NV and Plc. Currently, he is also on the
boards of British Airways Plc, Technology Network (India) Pvt. Ltd., ICICI
Knowledge Park Ltd., Mahindra & Mahindra Ltd., as well as on the Central Board
of Directors of Reserve Bank of India and, most recently, Tata AIG Life
Insurance Co. Ltd. Dr. Ganguly holds a B.Sc in Chemistry from Bombay University
and an MS and Ph.D. from the University of Illinois.

        P.S. Pai has served as our director, Vice Chairman of the Board and
Executive Officer of Wipro Consumer Care and Lighting since January 1999 and
served as Group President from July 1996 to December 1998. He significantly
contributed to the brand building of Sunflower, Santoor, Wipro Shikakai, Wipro
Baby Soft and Wipro Lighting products and also helped to build one of the
largest distribution systems in the country. Mr. Pai holds a B. Engineering from
Mysore University and Post Graduate Diploma in Industrial Engineering from IIT,
Madras.

        B.C. Prabhakar has served as our director since February 1997. He has
practiced law in his own firm since April 1970. Mr. Prabhakar holds a B.A. in
Political Science and Sociology and an LL.B. from Mysore University.

        Dr. Jagdish N. Sheth has served as our director since January 1999. He
has been a professor at Emory University since July 1991. He has also been a
director of Norstan, Inc. since September 1995, and of Pac West Telecomm since
July 1999. Dr. Sheth holds a B. Commerce from Madras University, an M.B.A. and a
Ph.D. in Behavioral Sciences from the University of Pittsburgh.

        Vivek Paul has served as our director, Vice Chairman of the Board and
Executive Officer of Wipro Technologies since July 1999. From January 1996 to
July 1999, Mr. Paul was General Manager of Global CT Business at General
Electric, Medical Systems Division. From March 1993 to December 1995, he served
as President and Chief Executive Officer of Wipro GE Medical Systems Limited.
Mr. Paul holds a B. Engineering from the Birla Institute of Technology and
Science, and an M.B.A. from the University of Massachusetts, Amherst.

        Narayan Vaghul has served as our director since June 1997. He has been
Chairman of the Board of ICICI Limited since September 1985. Mr. Vaghul is also
on the Boards of Mahindra and Mahindra Ltd., Nicholas Piramal India, Ltd.,
Technology Network (India) Pvt. Ltd. and Air India Limited. Mr. Vaghul is also
the Chairman of the Compensation Committee of Mahindra and Mahindra Limited and
Nicholas Piramal India Ltd. Mr. Vaghul holds a B. Commerce in Banking from
Madras University.

        Prof. Eisuke Sakakibara became a director of our company on January 1,
2002. He has been a Professor of Economics in Keio University of Japan since
1999. After working with the Ministry of Finance, Government of Japan since
1965, he was posted as Economist, International Monetary Fund in 1971 and was
the visiting Associate Professor of Economics at Harvard University. He has also
served as Director-General, International Finance Bureau, Japan between 1995 and
1997. In 1997 he became the Vice Minister of Finance for International Affairs,
Japan. Prof. Sakakibara holds a B.A. in Economics from the University of Tokyo
and a Ph.D. in Economics from the University of Michigan.

        Priya Mohan Sinha became a director of our company on January 1, 2002.
He has served as the Chairman of PepsiCo India Holdings Limited and President of
Pepsi Foods Limited since 1992. From October 1981 to November 1992, he was on
the Executive Board of Directors of Hindustan Lever Limited. From 1981 to 1985,
he also served as Sales Director of Hindustan Lever. Currently, he is also on
the Boards of ICICI Bank Limited, Bharti Televentures and Lafarge India. Mr.
Sinha was also Chairman of Stepan Chemicals Limited between 1990 and 1993 and on
the Boards of Brooke Bond India Limited, Lipton India Limited, Indexport Limited
and Lever Nepal Limited. Mr. Sinha holds a Bachelor of Arts from Patna
University and he also attended an Advanced Management Program in the Sloan
School of Management, Massachusetts Institute of Technology.

        Dileep K. Ranjekar has served as our Corporate Executive Vice President,
Human Resources, since February 1995, and has served with us in other positions
since May 1976. Mr. Ranjekar holds a B.Sc. and a Post Graduate Diploma in
Marketing from Pune University, and an M.A. in Personnel Management and
Industrial Relations from the Tata Institute of Social Services.

        Suresh C. Senapaty has served as our Corporate Executive Vice President,
Finance, since January 1995 and served with us in other positions since April
1980. Mr. Senapaty holds a B. Commerce from Utkal University, and is a Fellow
Member of the Institute of Chartered Accountants of India.

        Suresh Vaswani has served as President of Wipro Infotech since December
2000, and has served with us in other positions since June 1987. Mr. Vaswani
holds a B.Tech from IIT, Karagpur and a Post Graduate Diploma in Management from
the Indian Institute of Management, Ahmedabad.



                                       19
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

        M.S. Rao has served as President, Wipro Fluid Power since September 1992
and he became the Managing Director of Wipro Fluid Power Limited on March 1,
2002. He has also held other positions in our company since October 1973. Mr.
Rao holds a B. Engineering and a Post Graduate Diploma in Management from the
Indian Institute of Management, Ahmedabad.

        Vineet Agrawal has served as Executive Corporate Vice President, Mission
Quality, Innovation, Brand and Corporate Communication since January 2002 and
has held other positions in our company since December 1985. Mr. Agrawal holds a
B.Tech from IIT, New Delhi and an M.B.A. from Bajaj Institute of Management
Studies, Mumbai.

COMPENSATION

DIRECTOR COMPENSATION

        Each of our non-employee directors receive an attendance fee of $41 (Rs.
2,000) for every Board and Committee meeting they attend. In the fiscal year
ended March 31, 2002, we paid an aggregate of $82,546 (Rs. 4,030,750) to our
non-employee directors. Our directors are reimbursed for travel and
out-of-pocket expenses in connection with their attendance at Board and
Committee meetings. Additionally, we also compensate certain directors for
consulting services they provide to us as under;

        1. Dr. Ashok Ganguly receives approximately $16,383 (Rs. 800,000) per
year.

        2. Narayan Vaghul receives approximately $16,383 (Rs. 800,000) per year.

        3. Prof. Eisuke Sakakibara receives approximately $40,000 (Rs.
1,953,200) per year.

        4. Dr. Jagdish N. Sheth receives approximately $25,000 (Rs. 1,220,750)
per year.

        5. P.M. Sinha receives approximately $20,479 (Rs. 1,000,000) per year.

        6. B.C. Prabhakar receives approximately $8,191 (Rs. 400,000) per year.

        As Prof. Eisuke Sakakibara and P.M. Sinha were appointed as Additional
Directors with effect from January 1, 2002, they have been paid for the services
rendered during the quarter ended March 31, 2002.

EXECUTIVE COMPENSATION

        The following two tables present the annual and long term compensation
earned, awarded or paid for services rendered to us for the fiscal year ended
March 31, 2002 by our Executive Directors and members of our administrative,
supervisory or management bodies.

<TABLE>
                                             ANNUAL COMPENSATION
--------------------------------------------------------------------------------
                                        COMMISSION/
      NAME                    SALARY    INCENTIVES(1)   HOUSING(2)     OTHERS(3)
      ----                   --------   -------------   ----------     --------
<S>                          <C>           <C>           <C>           <C>
Azim H. Premji ........      $ 43,006      $198,986      $ 24,575      $ 19,908
Vivek Paul ............       316,667       597,010            --        31,405
P.S. Pai ..............        77,412       198,986        28,015         2,894
Dileep K. Ranjekar ....        66,712        33,792         9,246         2,590
Suresh C. Senapaty ....        39,727        36,612        18,431         3,500
Vineet Agrawal ........        30,948        21,646         7,370         1,445
M.S. Rao ..............        50,830         6,700         9,043         2,375
Suresh Vaswani ........        45,175        19,058         6,307         4,239
</TABLE>

        1.      Azim H. Premji, Vivek Paul and P.S. Pai were paid commissions
                at the rate of 0.1%, 0.3% and 0.1%, respectively, on our net
                profits computed in accordance with the provisions of the
                Companies Act, 1956. All other executives were paid incentives
                under a Quarterly Performance Linked Scheme based on their
                achievement of pre-defined profit targets.

        2.      The value of this perquisite accounts for more than 25% of the
                total value of all perquisites and personal benefits received in
                fiscal 2002.



                                       20
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

        3.      The figure includes a subsidy of $12,858 and $1,859,
                respectively, to Azim H. Premji and Suresh Vaswani, for interest
                payments on their independent housing loans. Long Term
                Compensation

<TABLE>
<CAPTION>
                                                                LONG TERM COMPENSATION
                                   -------------------------------------------------------------------------------
                                                   NO. OF
                                                   EQUITY                     NO. OF
                                                    SHARE                       ADS
                                      DEFERRED     OPTIONS         GRANT      OPTIONS         GRANT     EXPIRATION
         NAME                      BENEFITS(1)(2)  GRANTED         PRICE      GRANTED         PRICE        DATE
--------------------------------   --------------  -------         -----      -------         -----     ----------
<S>                                <C>             <C>             <C>        <C>             <C>       <C>
Azim H. Premji .................      $59,041           --            --           --            --            --
Vivek Paul .....................       47,500           --            --      100,000          36.4      Feb 2009
P.S. Pai .......................       12,607           --            --           --            --            --
Dileep K. Ranjekar .............        8,990           --            --           --            --            --
Suresh. C. Senapaty ............        8,299       12,500         32.48           --            --      Feb 2009
Vineet Agrawal .................        4,322       12,500         32.48           --            --      Feb 2009
M.S. Rao .......................        6,362           --            --           --            --            --
Suresh Vaswani .................        5,187       12,500         32.48           --            --      Feb 2009
--------------------------------
</TABLE>

        1.      Deferred benefits payable to Vivek Paul include contributions
                made by us to our deferred compensation plan and in the case of
                other employees, our contribution to the Provident Fund and
                Pension Fund. Under our pension plan, any pension that is
                payable to an employee is not computed on the basis of final
                compensation, but on the accumulated pension fund to the credit
                of the employee as of the date of separation, death, disability
                or retirement. We annually contribute 15% of Mr. Premji's base
                salary and commission earned for that year to our pension fund
                for the benefit of Mr. Premji. For all other employees, we
                contribute 15% of their respective base salaries to our pension
                fund for their benefit. These contributions are included in this
                column.

        2.      In addition to the deferred benefits indicated above, we are
                also required by Indian law to pay a one time only lumpsum of
                $7,167 (Rs. 350,000) as a gratuity payment for each of our
                employees, other than Vivek Paul, at the time of separation,
                death, disability or retirement.

BOARD COMPOSITION

        Our Articles of Association provide that the minimum number of directors
shall be four and the maximum number of directors shall be twelve. As of March
31, 2002, we had nine directors on our Board. Our Articles of Association
provide that at least two-thirds of our directors shall be subject to retirement
by rotation. One third of these directors must retire from office at each annual
general meeting of the shareholders. A retiring director is eligible for
re-election. Up to one-third of our directors can be appointed as permanent
directors. Currently, Azim H. Premji and Vivek Paul are non-retiring directors.

        The terms of each of our directors and their expiration dates are:

<TABLE>
      NAME                     EXPIRATION OF CURRENT TERM OF OFFICE         TERM OF OFFICE
----------------------------   ------------------------------------     ----------------------
<S>                            <C>                                      <C>
Azim H. Premji .............   December 31, 2002                        2 years
Vivek Paul .................   July 29, 2004                            5 years
P.S. Pai ...................   July 31, 2002                            8 months
Dr. Jagdish N. Sheth .......   Annual General Meeting 2003              Retirement by rotation
Dr. Ashok Ganguly ..........   July 18, 2002                            Retirement by rotation
B.C. Prabhakar .............   July 18, 2002                            Retirement by rotation
N. Vaghul ..................   July 18, 2002                            Retirement by rotation
Prof. Eisuke Sakakibara ....   July 18, 2002                            Retirement by rotation
P.M. Sinha .................   July 18, 2002                            Retirement by rotation
</TABLE>



                                       21
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

OPTION GRANTS

        There were no option grants to our Chairman and Managing Director in the
fiscal years ended March 31, 2001 and 2002. Details of options granted to other
senior management executives are reported elsewhere in this Item 6 in the
section titled "Executive Compensation."

OPTION EXERCISES AND HOLDINGS

        Our Chairman and Managing Director did not exercise or hold any options
during the fiscal year ended March 31, 2002. The details of stock options held
and exercised with respect to other senior management executives are reported
elsewhere in this Item 6 in the section titled "Share Ownership."

EMPLOYMENT AND INDEMNIFICATION CONTRACTS

        Under the Companies Act, our shareholders must approve the salary, bonus
and benefits of all employee directors at an Annual General Meeting of
Shareholders. Each of our employee directors has signed an agreement containing
the terms and conditions of employment, including a monthly salary, performance
bonus and benefits including vacation, medical reimbursement and pension fund
contributions. These agreements are made for a two year period, three year
period and five year period, but either we or the employee director may
terminate the agreement upon six months notice to the other party.

        We have entered into employment agreements with Azim H. Premji, P.S.
Pai, Vivek Paul, Dileep K. Ranjekar, Suresh C. Senapaty, M. S. Rao, Suresh
Vaswani and Vineet Agrawal. These employment agreements provide for up to a
180-day notice period, up to 21 days of leave in addition to statutory holidays,
and an annual compensation review. Additionally, employees are required to
relocate as we may determine, and to comply with confidentiality provisions.

        Our employment agreement with Vivek Paul also provides that if his
employment with us is terminated for reasons other than legal, ethical or
company policy violations, we will pay a severance payment equal to twenty-four
months base salary plus benefits payable for that period. The severance payment
is payable in monthly installments consistent with our established payroll
policies over a twenty-four month period following the date notice of
termination is served. These payments will cease if Vivek Paul obtains new
employment within the twenty-four months. Further, upon termination of service
for reasons other than legal, ethical or company policy violations, Vivek Paul
shall be entitled to continued vesting for a specified number of shares awarded
to him under the Wipro Equity Reward Trust. Vivek Paul must exercise his right
to receive these shares within three months from the date of his termination.

        We also have entered into agreements to indemnify our directors and
officers for claims brought under U.S. laws to the fullest extent permitted by
Indian law. These agreements, among other things, indemnify our directors and
officers for certain expenses, judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of Wipro Limited, arising out of such person's services as our
director or officer.

BOARD COMMITTEE INFORMATION

        AUDIT COMMITTEE

        Our Audit Committee reviews, acts on and reports to the Board of
Directors with respect to various auditing and accounting matters. These matters
include the recommendation of our independent auditors, the scope of our annual
audits, fees to be paid to the independent auditors, the performance of our
independent auditors and our accounting practices. The Audit Committee comprises
of the following three non-executive directors:

        Mr. N. Vaghul                        - Chairman of the Audit Committee

        Messrs P.M. Sinha and B.C. Prabhakar - Members of the Audit Committee.

        Compensation & Benefits Committee

        The Compensation and Benefits Committee of the Board of Directors, which
was formed in 1987, determines the salaries, benefits and stock option grants
for our employees, directors and other individuals compensated by our company.
The Compensation and Benefits Committee also administers our compensation plans.
The Compensation & Benefits Committee comprises of the following three
non-executive directors;

        Mr. N. Vaghul                        - Chairman of the Compensation &
                                               Benefits Committee

        Messrs P.M. Sinha and B.C. Prabhakar - Members of the Compensation &
                                               Benefits Committee.



                                       22
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

        EMPLOYEES

        As of March 31, 2002, we had over 13,800 employees, including over 9,400
IT professionals. Highly trained and motivated people are critical to the
success of our business. To achieve this, we focus on attracting and retaining
the best people possible. A combination of strong brand name, congenial working
environment and competitive compensation programs enables us to attract and
retain these talented people.

        Our human resources department is centralized at our corporate
headquarters in Bangalore and functions across all of the business segments. We
have implemented corporate-wide recruiting, training, performance evaluation and
compensation programs that are tailored to address the needs of each of our
business segments.

        RECRUITING

        We hire entry level graduates from both the top engineering and
management universities in India as well as more experienced lateral hires from
employee referral programs, advertisements, placement consultants, our website
postings and walk- ins. To facilitate employee growth within Wipro Limited, all
new openings are first offered to our current employees. The nature of work,
skill sets requirements and experience levels are highlighted to the employees.
Applicants undergo the regular recruitment process and get assigned to their new
roles.

        TRAINING

        Each of our new recruits must attend a two week intensive training
program when they begin working with us. New or recent graduates must also
attend additional training programs that are tailored to their area of
technology. We also have a mandatory continuing education program that requires
each IT professional to attend at least 40 hours of continuing education classes
to improve their understanding and competency of new technologies, as well as to
develop leadership and personal self-development skills. We currently have 36
full-time faculty members to provide these training courses. We supplement our
continuing education program for existing employees by sponsoring special
programs at leading educational institutions such as IIM Bangalore to provide
special skillset training in areas such as project management to any of our IT
professionals who choose to enroll. We also reserve a small percentage of these
classes for our software programmer clients who meet the eligibility criteria.

        PERFORMANCE EVALUATIONS

        Employees receive written performance objectives that they develop in
cooperation with their respective managers. They are measured against these
criteria annually in a formal review process which includes self-reviews and
reviews from peers, managers and subordinates.

        COMPENSATION

        We continually strive to provide our employees with competitive and
innovative compensation packages. Our compensation packages include a
combination of salary, stock options, pension, and health and disability
insurance. We measure our compensation packages against industry standards and
seek to match or exceed them. We adopted an employee stock purchase plan in
1984. We have devised both business segment performance and individual
performance linked incentive programs that we believe more accurately link
performance to compensation for each employee. For example, we link cash
compensation to a business segment's quarterly operating margin objectives.

SHARE OWNERSHIP

        The following table sets forth as of March 31, 2002, for each director
and executive officer, the total number of equity shares, ADSs and options to
purchase equity shares and ADSs exercisable within 60 days from March 31, 2002.
Beneficial ownership is determined in accordance with rules of the Securities
and Exchange Commission. All information with respect to the beneficial
ownership of any principal shareholder has been furnished by such shareholder
and, unless otherwise indicated below, we believe that persons named in the
table have sole voting and sole investment power with respect to all the shares
shown as beneficially owned, subject to community property laws, where
applicable.

        The shares beneficially owned by the directors include the equity shares
owned by their family members to which such directors disclaim beneficial
ownership. The number of shares beneficially owned includes equity shares,
equity shares underlying ADSs, the number of equity shares and equity shares
underlying ADSs exercisable within 60 days from March 31, 2002. The number of
shares presented in the table below includes equity shares underlying ADSs and
ADS options. For the convenience of the readers, the stock option grant price
has been translated into U.S. dollars based on the noon buying rate in the City
of New York on



                                       23
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

March 29, 2002, for cable transfers in Indian rupees as certified for customs
purposes by the Federal Reserve Bank of New York which was Rs. 48.83 per $1.00.
The share numbers and percentages listed below are based on 232,465,689 equity
shares outstanding as of March 31, 2002.

<TABLE>
<CAPTION>
                                                  PERCENTAGE OF   EQUITY SHARES
                                 EQUITY SHARES    EQUITY SHARES    UNDERLYING
                                 BENEFICIALLY     BENEFICIALLY       OPTIONS         GRANT            DATE OF
        NAME                         OWNED            OWNED          GRANTED        PRICE($)        EXPIRATION
        ----                     -------------    -------------   -------------     --------      --------------
<S>                              <C>              <C>             <C>               <C>           <C>
Azim H. Premji(1) ..........      195,375,610         84.05%              --             --                   --
P.S. Pai(2) ................          445,885            *            11,250          22.16       September 2005
                                                                       9,000          37.81            June 2006
Vivek Paul(3) ..............          198,850            *            18,750          21.86       September 2005
                                                                      27,000          51.65          August 2006
                                                                      54,000         41.375         October 2006
                                                                     100,000           36.4        February 2009
B.C. Prabhakar .............              290            *                --             --                   --
Dr. Jagdish Sheth ..........               --            --               --             --                   --
Dr. Ashok Ganguly ..........               --            --               --             --                   --
N. Vaghul ..................               --            --               --             --                   --
Prof. Eisuke Sakakibara ....               --            --               --             --                   --
P.M. Sinha .................               --            --               --             --                   --
Suresh C. Senapaty(4) ......           26,350            *             6,000          22.16       September 2005
                                                                       7,200          37.81            June 2006
                                                                       2,700         41.375         October 2006
                                                                      12,500          32.48        February 2009
Dileep K. Ranjekar(5) ......            6,300            *             6,000          22.16       September 2005
                                                                       7,200          37.81            June 2006
M.S. Rao(6) ................           53,800            *             3,000          22.16       September 2005
Vineet Agrawal(7) ..........           10,270            *             3,000          22.16       September 2005
                                                                       4,500          37.81            June 2006
                                                                      12,500          32.48        February 2009
Suresh Vaswani(8) ..........            9,350            *             5,250          22.16       September 2005
                                                                       5,850          37.81            June 2006
                                                                      12,500          32.48        February 2009
</TABLE>
-------------

        (*)     Represents less than 1% of the shares.

        (1)     Includes 54,376,500 shares held by Hasham Traders (a
                partnership), of which Mr. Premji is a partner, 54,169,500
                shares held by Prazim Traders (a partnership), of which Mr.
                Premji is a partner, 54,040,800 shares held by Zash Traders (a
                partnership), of which Mr. Premji is a partner, 6,840,500 shares
                held by Napean Trading Investment Co. Pvt. Ltd., of which Mr.
                Premji is a director, 8,965,700 shares held by Regal Investments
                Trading Co. Pvt. Ltd., of which Mr. Premji is a director,
                6,940,100 shares held by Vidya Investment Trading Co. Pvt. Ltd.,
                of which Mr. Premji is a director, 214,400 shares held by
                members of Mr. Premji's immediate family, 239,100 shares held
                jointly by Mr. Premji and members of his immediately family and
                238,500 shares held by the Azim Premji Foundation (I) Pvt. Ltd.
                and 10,000 shares held by the Azim Premji Foundation Pvt. Ltd.
                Mr. Premji disclaims beneficial ownership of the 238,500 shares
                held by the Azim Premji Foundation (I) Pvt. Ltd. and 10,000
                shares held by the Azim Premji Foundation Pvt. Ltd.

        (2)     Includes 34,000 shares held by members of Mr. Pai's immediate
                family and shares held jointly by Mr. Pai and the Wipro Equity
                Reward Trust, or WERT, which may be transferred to the sole
                ownership of the WERT if Mr. Pai's



                                       24
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WIPRO LIMITED
--------------------------------------------------------------------------------

                employment is terminated prior to October 2002. Mr. Pai
                disclaims beneficial ownership of the shares held by members of
                his immediate family.

        (3)     Includes shares held jointly by Mr. Paul and the WERT, which may
                be transferred to the sole ownership of the WERT if Mr. Paul's
                employment is terminated. However, if Mr. Paul's employment is
                terminated for reasons other than legal, ethical or company
                policy violations, Mr. Paul shall be entitled to continued
                vesting for a specified number of shares awarded to him under
                the Wipro Equity Reward Trust. Mr. Paul must exercise his right
                to receive these shares within three months from the date of his
                termination.

        (4)     Includes shares held jointly by Mr. Suresh Senapaty and the
                WERT, which may be transferred to the sole ownership of the WERT
                if Mr. Suresh Senapaty's employment is terminated prior to
                October 2002.

        (5)     Includes shares held jointly by Mr. Ranjekar and the WERT, which
                may be transferred to the sole ownership of the WERT if Mr.
                Ranjekar's employment is terminated prior to October 2002.

        (6)     Includes shares held jointly by Mr. M.S. Rao and the WERT, which
                may be transferred to the sole ownership of the WERT if Mr. M.S.
                Rao's employment is terminated prior to October 2002.

        (7)     Includes shares held jointly by Mr. Vineet Agrawal's and the
                WERT, which may be transferred to the sole ownership of the WERT
                if Mr. Vineet Agrawal's employment is terminated prior to
                October 2003.

        (8)     Includes shares held jointly by Mr. Suresh Vaswani and the WERT,
                which may be transferred to the sole ownership of the WERT if
                Mr. Suresh Vaswani's employment is terminated prior to October
                2003.

OPTION PLANS

        2000 ADS OPTION PLAN

        Our 2000 ADS option plan provides for the grant of two types of options
to our employees and directors: incentive stock options, which may provide our
employees with beneficial U.S. tax treatment, and non-statutory stock options.
The 2000 ADS option plan was approved by our Board of Directors in September
2000 and by our shareholders on April 26, 2000. Unless terminated sooner by the
Board, the 2000 ADS option plan will terminate automatically in September 2010.
A total of 1,500,000 ADSs, representing 1,500,000 equity shares, are currently
reserved for issuance under the 2000 ADS option plan. All options under the 2000
ADS option plan will be exercisable for ADSs. Either our Board of Directors or a
committee of our Board of Directors administers the 2000 ADS option plan. The
committee has the power to determine the terms of the options granted, including
the exercise prices, the number of ADSs subject to each option, the
exercisability thereof, and the form of consideration payable upon such
exercise. In addition, the committee has the authority to amend, suspend, or
terminate the 2000 ADS option plan, provided that no such action may affect any
ADS previously issued and sold or any option previously granted under the 2000
ADS option plan.

        The 2000 ADS option plan generally does not allow for the transfer of
options, and only the optionee may exercise an option during his or her
lifetime. An optionee generally must exercise an option within three months of
termination of service. If an optionee's termination is due to death or
disability, his or her option will fully vest and become exercisable and the
option must be exercised within twelve months after such termination. The
exercise price of incentive stock options granted under the 2000 ADS option plan
must at least equal the fair market value of the ADSs on the date of grant. The
exercise price of non-statutory stock options granted under the 2000 ADS option
plan must at least equal 90% of the fair market value of the ADSs on the date of
grant. The term of options granted under the 2000 ADS option plan may not exceed
ten years. The 2000 ADS option plan provides that in the event of our merger
with or into another corporation or a sale of substantially all of our assets,
the successor corporation shall either assume the outstanding options or grant
equivalent options to the holders. If the successor corporation neither assumes
the outstanding options nor grants equivalent options, such outstanding options
shall vest immediately, and become exercisable in full.

        2000 EMPLOYEE STOCK OPTION PLAN

        Our 2000 stock plan provides for the grant of stock options to eligible
employees and directors. The creation of our 2000 stock plan was approved by our
Board of Directors on April 26, 2000, and by our shareholders on July 27, 2000.
The 2000 stock plan became effective on September 15, 2000, and unless
terminated sooner, the 2000 stock plan will terminate automatically on September
15, 2010. A total of 25,000,000 equity shares are currently reserved for
issuance pursuant to the 2000 stock plan. All options under the 2000 stock plan
will be exercisable for our equity shares.

        Our Compensation and Benefits Committee appointed by our Board of
Directors administers the 2000 stock plan. The committee has the power to
determine the terms of the options granted, including the exercise price, the
number of shares subject to each option, the exercisability thereof, and the
form of consideration payable upon such exercise. In addition, the committee has
the authority to amend, suspend or terminate the 2000 stock plan, provided that
no such action may adversely affect the rights of any optionee under the 2000
stock plan.



                                       25
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WIPRO LIMITED
--------------------------------------------------------------------------------

        The 2000 stock plan generally does not allow for the transfer of options
and only the optionee may exercise an option during his or her lifetime. An
optionee generally must exercise any vested options, within seven days of
termination of service with us. If an optionee's termination is due to death,
disability or retirement, his or her option will fully vest and become
exercisable. Generally such options must be exercised within six months after
termination. The exercise price of stock options granted under the 2000 stock
plan will be determined by the committee. The term of options granted under the
2000 stock plan may not exceed six years.

        The 2000 stock plan provides that in the event of our merger with or
into another corporation or a sale of substantially all of our assets, each
option shall be proportionately adjusted to give effect to the merger or asset
sale.

        1999 EMPLOYEE STOCK OPTION PLAN

        Our 1999 stock plan provides for the grant of stock options to eligible
employees and directors. The 1999 stock plan was approved by our Board of
Directors on April 30, 1999 and by our shareholders on July 29, 1999. Unless
terminated sooner, the 1999 stock plan will terminate automatically on July 28,
2009. A total of 5,000,000 equity shares are currently reserved for issuance
pursuant to the 1999 stock plan. All options under the 1999 stock plan will be
exercisable for our equity shares.

        Our Compensation and Benefits Committee appointed by our Board of
Directors administers the 1999 stock plan. The committee has the power to
determine the terms of the options granted, including the exercise price, the
number of shares subject to each option, the exercisability thereof, and the
form of consideration payable upon such exercise. In addition, the committee has
the authority to amend, suspend or terminate the 1999 stock plan, provided that
no such action may adversely affect the rights of any optionee under the 1999
stock plan.

        The 1999 stock plan generally does not allow for the transfer of options
and only the optionee may exercise an option during his or her lifetime. An
optionee generally must exercise any vested options, within seven days of
termination of service with us. If an optionee's termination is due to death,
disability or retirement, his or her option will fully vest and become
exercisable. Generally such options must be exercised within six months after
termination. The exercise price of stock options granted under the 1999 stock
plan will be determined by the committee. The term of options granted under the
1999 stock plan may not exceed six years.

        The 1999 stock plan provides that in the event of our merger with or
into another corporation or a sale of substantially all of our assets, each
option shall be proportionately adjusted to give effect to the merger or asset
sale.

        WIPRO EQUITY REWARD TRUST

        We established the Wipro Equity Reward Trust, or WERT, in 1984 to allow
our employees to acquire a greater proprietary stake in our success and growth,
and to encourage our employees to continue their association with us. The WERT
is designed to give eligible employees the right to receive restricted shares
and other compensation benefits at the times and on the conditions that we
specify. Such compensation benefits include voluntary contributions, loans,
interest and dividends on investments in the WERT, and other similar benefits.

        The WERT is administered by a board of trustees that generally consists
of between two and six members as appointed by us. We select eligible employees
to receive grants of shares and other compensation from the WERT and communicate
this information to the WERT. We select employees based upon various factors
including, without limitation, an employee's performance, period of service and
status. The WERT awards the number of shares that each employee is entitled to
receive out of the shares we issued to the WERT at its formation. We also
determine the time intervals that an employee may elect to receive them. The
shares issued under the WERT are generally not transferable for a period of four
years after the date of issuance to the employee. Shares from the WERT are
issued in the joint names of the WERT and the employee until such restrictions
and obligations are fulfilled by the employee. After the four year period,
complete ownership of the shares is transferred to the employee.

        If employment is terminated by death, disability or retirement, his or
her restricted shares are transferred to the employee's legal heirs or continue
to be held by the employee, as the case may be, and such individuals may
exercise any rights to those shares for up to ninety days after employment has
ceased.

        The Trustees of the WERT have the authority to amend or terminate the
WERT at any time and for any reason. The WERT is subject to all applicable laws,
rules, regulations and approvals by any governmental agencies as may be
required. As of March 31, 2002, the WERT holds 1,344,235 of our outstanding
equity shares in its own name and holds 533,010 of our outstanding equity shares
jointly in the names of the WERT and participating employees, including 22,900
shares not yet jointly registered in the names of the WERT and participating
employees.



                                       26
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WIPRO LIMITED
--------------------------------------------------------------------------------

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

MAJOR SHAREHOLDERS

        The following table sets forth certain information regarding the
beneficial ownership of our equity shares as of March 31, 2002, of each person
or group known by us to own beneficially 5% or more of the outstanding equity
shares.

        Beneficial ownership is determined in accordance with rules of the SEC
and includes voting and investment power with respect to such shares. Shares
subject to options that are currently exercisable or exercisable within 60 days
of March 31, 2002 are deemed to be outstanding and to be beneficially owned by
the person holding such options for the purpose of computing the percentage
ownership of such person, but are not deemed to be outstanding and to be
beneficially owned for the purpose of computing the percentage ownership of any
other person. All information with respect to the beneficial ownership of any
principal shareholder has been furnished by such shareholder and, unless
otherwise indicated below, we believe that persons named in the table have sole
voting and sole investment power with respect to all the shares shown as
beneficially owned, subject to community property laws, where applicable. The
number of shares and percentage ownership are based on 232,465,689 equity shares
outstanding as of March 31, 2002.

<TABLE>
<CAPTION>
                              Class of      Number of Shares
Name of Beneficial Owner      Security   Beneficially Held 2001    % of Class
------------------------      --------   ----------------------    ----------
<S>                            <C>            <C>                    <C>
Azim H. Premji(1) .....        Equity         195,375,610            84.05
Hasham Traders ........        Equity          54,376,500            23.39
Prazim Traders ........        Equity          54,169,500            23.30
Zash Traders ..........        Equity          54,040,800            23.25
</TABLE>

(1) Includes 54,376,500 shares held by Hasham Traders (a partnership), of which
    Mr. Premji is a partner, 54,169,500 shares held by Prazim Traders (a
    partnership), of which Mr. Premji is a partner, 54,040,800 shares held by
    Zash Traders (a partnership), of which Mr. Premji is a partner, 6,840,500
    shares held by Napean Trading Investment Co. Pvt. Ltd., of which Mr. Premji
    is a director, 8,965,700 shares held by Regal Investments Trading Co. Pvt.
    Ltd., of which Mr. Premji is a director, 6,940,100 shares held by Vidya
    Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a director, 214,400
    shares held by members of Mr. Premji's immediate family, 239,100 shares held
    jointly by Mr. Premji and members of his immediately family and 238,500
    shares held by the Azim Premji Foundation (I) Pvt. Ltd and 10,000 shares
    held by the Azim Premji Foundation Pvt. Ltd. Mr. Premji disclaims beneficial
    ownership of the 238,500 shares held by the Azim Premji Foundation (I) Pvt.
    Ltd. and 10,000 shares held by the Azim Premji Foundation Pvt. Ltd.

        Our American Depositary Shares are listed on the New York Stock
Exchange. Each ADS represents one equity share of par value Rs. 2 per share. Our
ADSs are registered pursuant to Section 12(g) of the Securities Exchange Act of
1934 and, as of March 31, 2002, are held by approximately 2,390 holders of
record in the United States.

        Our equity shares can be held by Foreign Institutional Investors, or
FIIs, Overseas Corporate Bodies, or OCBs, and Non- resident Indians, or NRIs,
who are registered with the Securities and Exchange Board of India, or SEBI, and
the Reserve Bank of India, or RBI. Currently 5.12% of the Company's equity
shares are held by these FIIs, OCBs and NRIs of which some of them may be
residents or bodies corporate registered in the United States of America and
elsewhere. We are not aware of which FIIs, OCBs and NRIs hold our equity shares
as residents or as corporate entities registered in the United States.

        Our major shareholders do not have a differential voting rights with
respect to their equity shares. To the best of our knowledge, we are not owned
or controlled directly or indirectly by any government or by any other
corporation. We are not aware of any arrangement, the operation of which may at
a subsequent date result in a change in control.

RELATED PARTY TRANSACTIONS

        We believe that all transactions described in this section are on no
less favorable terms to us than on terms that could be obtained from
disinterested third parties.

WIPRO LIMITED TRANSACTIONS WITH ICICI VENTURE CAPITAL FUNDS

        On March 5, 2002, we entered into a Share Purchase Agreement with ICICI
Venture Funds Management Company Limited (the investment manager of ICICI
Information Technology Fund), pursuant to which we purchased 396,874 equity
shares of Netkracker Limited, representing approximately 4% of Netkracker
Limited's total equity outstanding, for aggregate consideration of $184,313 (Rs.
9,000,000).



                                       27
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WIPRO LIMITED
--------------------------------------------------------------------------------

        On March 5, 2002, we entered into an Agreement to Sell with ICICI
Venture Funds Management Company Limited for the purchase of 1,354,206 equity
shares of Netkracker Limited held by ICICI Global Opportunities Fund,
representing approximately 15% of the total equity outstanding of Netkracker
Limited, for aggregate consideration of $430,063 (Rs. 21,000,000).

        With the completion of above two transactions, our shareholding in the
equity capital of Netkracker Limited will be 98%.

EMPLOYMENT AND INDEMNIFICATION AGREEMENTS

        We have entered into employment agreements with Azim H. Premji, P.S.
Pai, Vivek Paul, Dileep Ranjekar, Suresh Senapaty, M.S. Rao, Suresh Vaswani and
Vineet Agrawal. These employment agreements provide for up to a 180-day notice
period, up to 21 days of leave in addition to statutory holidays, and an annual
compensation review. Additionally, employees are required to relocate as we may
determine, and to comply with confidentiality provisions.

        We also have entered into agreements to indemnify our directors and
officers for claims brought under U.S. laws to the fullest extent permitted by
Indian law. These agreements, among other things, indemnify our directors and
officers for certain expenses, judgments, fines and settlement amounts incurred
by any such person in any action or proceeding, including any action by or in
the right of Wipro Limited, arising out of such person's services as our
director or officer.

        The tenure of Mr. P.S. Pai as Vice Chairman of Wipro Limited ended on
November 30, 2001. Subject to the approval of the shareholders, the Board of
Directors, with Mr. Pai abstaining, re-appointed Mr. P.S. Pai as Vice Chairman
of Wipro Limited until July 31, 2002. The remuneration payable to Mr. P.S. Pai
during the period from December 1, 2001 to July 31, 2002 would be the same as
that paid to Mr. Pai in the preceding period. Mr. Pai is entitled to a salary of
Rs. 190,000 ($3,891) per month. Mr. Pai shall also be entitled to certain
perquisites including: housing; medical expense reimbursement, paid vacation,
health club fees, personal accident insurance, provident fund/pension, gratuity,
personal automobile and chauffeur, and residential telephone.

ITEM 8. FINANCIAL INFORMATION

CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

        The following financial statements and the auditors' report appearing on
pages 185 through 210 of our Annual Report for the fiscal year ended March 31,
2002, are incorporated herein by reference:

        -   Independent Auditors' Report.

        -   Consolidated Balance Sheets as of March 31, 2001 and 2002.

        -   Consolidated Statements of Income for the years ended March 31,
            2000, 2001 and 2002.

        -   Consolidated Statements of Stockholders' Equity and comprehensive
            income for the years ended March 31, 2000, 2001 and 2002.

        -   Consolidated Statements of Cash Flows for the years ended March 31,
            2000, 2001 and 2002.

        -   Notes to the Consolidated Financial Statements.

        Our Annual Report for fiscal 2002, except for those portions which are
expressly incorporated by reference in this filing, is furnished for the
information of the Securities and Exchange Commission and is not to be deemed as
filed as a part of this Annual Report on Form 20-F.

DIVIDENDS

        Although the amount varies, public companies in India typically pay cash
dividends. Under Indian law, a corporation pays dividends upon a recommendation
by the Board of Directors and approval by a majority of the shareholders, who
have the right to decrease but not increase the amount of the dividend
recommended by the Board of Directors. Under the Companies Act, dividends may be
paid out of profits of a company in the year in which the dividend is declared
or out of the undistributed profits of previous fiscal years.

        For the years ended March 31, 2000, 2001 and 2002 we paid cash dividends
of Rs. 0.30, Rs. 0.30 and Rs. 0.50 ($0.01) per equity share, respectively.
Although we have no current intention to discontinue dividend payments, we
cannot assure you that any future dividends will be declared or paid or that the
amount thereof will not be decreased. Holders of ADSs will be entitled to
receive dividends payable on equity shares represented by such ADSs. Cash
dividends on equity shares represented by ADSs are paid to the Depositary in
rupees and are generally converted by the Depositary into U.S. dollars and
distributed, net of depositary fees, taxes, if any, and expenses, to the holders
of such ADSs.

EXPORT REVENUE

        For the fiscal year ended March 31, 2002, we generated Rs. 21,912
million, or 64% of our total revenues, from the export of our products and
services out of India.



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WIPRO LIMITED
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SIGNIFICANT CHANGES

        None.

ITEM 9. THE OFFER AND LISTING

PRICE HISTORY

        Our equity shares are traded on The Stock Exchange, Mumbai or BSE, The
Bangalore Stock Exchange, or BGSE, The National Stock Exchange of India Limited,
or NSE, The Cochin Stock Exchange Ltd., The Kolkata Stock Exchange Association
Ltd., The Stock Exchange-Ahmedabad, The Delhi Stock Exchange Association Ltd.,
in India, or collectively, the Indian Stock Exchanges. A significant portion of
our equity shares are traded on the BSE and the NSE. Our American Depository
Shares as evidenced by American Depository Receipts, or ADRs are traded in the
U.S. on the New York Stock Exchange, or NYSE, under the ticker symbol "WIT".
Each ADS represents one equity share. Our ADSs began trading on the NYSE on
October 19, 2000.

        As of March 31, 2002, we had 232,465,689 issued and outstanding equity
shares. As of March 31, 2002, there were approximately 2,390 record holders of
ADRs evidencing 2,587,080 ADSs (equivalent to 2,587,080 equity shares). As of
March 31, 2002, there were approximately 56,879 record holders of our equity
shares listed and traded on the Indian Stock Exchanges.

        The following tables set forth for the periods indicated the price
history of our equity shares and ADSs on the BSE, NSE and the NYSE. Stock prices
per share have been restated to reflect a 5 for 1 stock split in 1999.

<TABLE>
<CAPTION>
                                         BSE                                          NSE                            NYSE
                     ------------------------------------------    ----------------------------------------    ------------------
                                PRICE PER EQUITY SHARE                        PRICE PER EQUITY SHARE             PRICE PER ADS
FISCAL YEAR          ------------------------------------------    ----------------------------------------    ------------------
ENDED MARCH 31,      HIGH (RS.)  LOW (RS.)  HIGH ($)    LOW ($)    HIGH (RS.)  LOW (RS.)  HIGH ($)  LOW ($)    HIGH ($)   LOW ($)
---------------      ----------  ---------  --------    -------    ----------  ---------  --------  -------    --------   -------
<S>                  <C>         <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>        <C>
2002                    1,965        764      40.24      15.64       1,945        759      39.83     15.54      44.00      16.99
2001                    5,919      1,295     126.34      27.64       5,924      1,327     126.45     28.32      68.43      31.05
2000                    9,800        616     224.51      14.11      10,350        604     237.11     13.91         --         --
1999                      871        153      20.49       3.60         880        150      20.71      3.54         --         --
1998                      162         75       4.11       1.90         158         73       4.01      1.85         --         --
</TABLE>

<TABLE>
<CAPTION>
                                         BSE                                          NSE                            NYSE
                     ------------------------------------------    ----------------------------------------    ------------------
                                PRICE PER EQUITY SHARE                        PRICE PER EQUITY SHARE             PRICE PER ADS
                     ------------------------------------------    ----------------------------------------    ------------------
QUARTER ENDED        HIGH (RS.)  LOW (RS.)  HIGH ($)    LOW ($)    HIGH (RS.)  LOW (RS.)  HIGH ($)  LOW ($)    HIGH ($)   LOW ($)
---------------      ----------  ---------  --------    -------    ----------  ---------  --------  -------    --------   -------
<S>                  <C>         <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>        <C>
June 30, 2001           1,806        764      38.35      16.22        1868        759      39.66     16.11      39.00      18.11
September 30, 2001      1,566        815      32.69      17.01       1,565        802      32.67     16.74      34.80      16.99
December 31, 2001       1,965        841      40.70      17.42       1,974        812      40.89     16.82      42.75      18.75
March 31, 2002          1,889      1,550      38.68      31.74       1,894      1,461      38.78     29.92      44.00      31.00
</TABLE>

<TABLE>
<CAPTION>
                                         BSE                                          NSE                            NYSE
                     ------------------------------------------    ----------------------------------------    ------------------
                                PRICE PER EQUITY SHARE                        PRICE PER EQUITY SHARE             PRICE PER ADS
                     ------------------------------------------    ----------------------------------------    ------------------
QUARTER ENDED        HIGH (RS.)  LOW (RS.)  HIGH ($)    LOW ($)    HIGH (RS.)  LOW (RS.)  HIGH ($)  LOW ($)    HIGH ($)   LOW ($)
---------------      ----------  ---------  --------    -------    ----------  ---------  --------  -------    --------   -------
<S>                  <C>         <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>        <C>
June 30, 2000           5,919      1,474     132.42      32.98       5,924      1,474     132.53     32.98         --         --
September 30, 2000      3,060      1,852      65.45      39.61       3,099      1,856      74.22     39.70         --         --
December 31, 2000       3,074      1,295      65.61      27.64       3,071      1,327      65.55     28.32      65.75      31.05
March 31, 2001          2,637      1,295      56.29      27.64       2,640      1,327      56.35     28.32      53.60      31.05
</TABLE>

<TABLE>
<CAPTION>
                                         BSE                                          NSE                            NYSE
                     ------------------------------------------    ----------------------------------------    ------------------
                                PRICE PER EQUITY SHARE                        PRICE PER EQUITY SHARE             PRICE PER ADS
                     ------------------------------------------    ----------------------------------------    ------------------
SIX MONTHS ENDED     HIGH (RS.)  LOW (RS.)  HIGH ($)    LOW ($)    HIGH (RS.)  LOW (RS.)  HIGH ($)  LOW ($)    HIGH ($)   LOW ($)
----------------     ----------  ---------  --------    -------    ----------  ---------  --------  -------    --------   -------
<S>                  <C>         <C>        <C>         <C>        <C>         <C>        <C>       <C>        <C>        <C>
October 30, 2001        1,198        841      24.93      17.50       1,199        812      24.95     16.90      24.80      18.75
November 30, 2001       1,563      1,010      32.57      21.05       1,563      1,010      32.57     21.05      35.73      21.20
December 31, 2001       1,965      1,425      40.70      29.52       1,974      1,421      40.89     29.43      42.75      33.82
January 30, 2002        1,864      1,460      38.38      30.06       1,875      1,461      38.61     30.06      44.00      31.00
February 28, 2002       1,765      1,565      36.19      32.09       1,785      1,562      36.60     32.03      38.14      34.00
March 31, 2002          1,889      1,550      38.68      31.74       1,894      1,550      38.18     31.74      43.25      36.75
</TABLE>

(1) Source: BSE data obtained from www.bseindia.com and NSE data obtained from
    www.nseindia.com. NYSE data obtained from www.adrwise.com.



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WIPRO LIMITED
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PLAN OF DISTRIBUTION

        Not applicable.

MARKETS

        TRADING PRACTICES AND PROCEDURES ON THE INDIAN STOCK EXCHANGES

        The BSE and NSE together account for more than 80% of the total trading
volume on the Indian Stock Exchanges. Trading on both of these exchanges is
accomplished through on-line execution. These two stock exchanges handle over
100,000 trades per day with 21 volumes in excess of Rs. 20 billion. Trading is
done on a three-day fixed settlement basis on most of the exchanges, including
the BSE and NSE. Any outstanding amount at the end of the settlement period is
settled by delivery and payment. However, institutional investors are not
permitted to `net out' their transactions and must trade on a delivery basis.

        The BSE permits carry forwards of trades in certain securities by
non-institutional investors with an associated charge. In addition, orders can
be entered with a specified term of validity that may last until the end of the
session, day or settlement period. Dealers must specify whether orders are for a
proprietary account or for a client. The BSE specifies certain margin
requirements for trades executed on the exchange, including margins based on the
volume or quantity of exposure that the broker has on the market, as well as
mark-to-market margins payable on a daily basis for all outstanding trades.
Trading on the BSE normally takes place from 10:00 a.m. to 3:30 p.m. on all
weekdays, except holidays. The NSE does not permit carry forwards of trades. It
has separate margin requirements based on the net exposure of the broker on the
exchange. The NSE normally trades from 9:30 a.m. until 4:00 p.m. on weekdays,
except holidays. The NSE and BSE also have separate online trading systems and
separate clearing houses.

        The BSE was closed from January 11 through January 13, 1993 due to a
riot in Mumbai. It was also closed on March 12, 1993 due to a bomb explosion
within its premises. From December 14 through December 23, 1993 the BSE was
closed due to a broker's strike, and from March 20 through March 22, 1995, the
governing board of the BSE closed the market due to a default of one of the
broker members. There have been no closures of the Indian Stock Exchanges in
response to "panic" trading or large fluctuations. Most of the Indian stock
exchanges do, however, have a specific price band for each security listed. When
a price fluctuation exceeds the specified limits of the price band, trading of
the security is stopped. Such price volatility controls and the specific price
bands are decided by each individual exchange and may differ.

ITEM 10. ADDITIONAL INFORMATION

SHARE CAPITAL

        Not applicable.

MEMORANDUM AND ARTICLES OF ASSOCIATION

        Set forth below is a brief summary of the material provisions of our
Articles of Association and the Companies Act, all as currently in effect. Wipro
Limited is registered under the Companies Act, with the Registrar of Companies,
Karnataka, Bangalore, India with Company No. 20800. The following description of
our Articles of Association does not purport to be complete and is qualified in
its entirety by the Articles of Association, and Memorandum of Association, of
Wipro Limited that are included as exhibits to our registration statement on
Form F-1 filed with the Securities and Exchange Commission on September 26,
2000.

        Our Articles of Association provide that the minimum number of directors
shall be four and the maximum number of directors shall be twelve. Currently, we
have nine directors. Our Articles of Association provide that at least
two-thirds of our directors shall be subject to retirement by rotation. One
third of these directors must retire from office at each annual general meeting
of the shareholders. A retiring director is eligible for re-election. Up to
one-third of our directors can be appointed as permanent directors. Currently,
Azim H. Premji and Vivek Paul are non-retiring directors. Our Articles of
Association do not mandate the retirement of our directors under an age limit
requirement. Our Articles of Association do not require our Board members to be
shareholders in our company.

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

        The remuneration payable to our directors may be fixed by the Board of
Directors in accordance with provisions prescribed by the Government of India.



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OBJECTS AND PURPOSES OF OUR MEMORANDUM OF ASSOCIATION

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

        -   To purchase or otherwise acquire and take over any lands.

        -   To carry on the business of extracting vegetable oil.

        -   To manufacture and deal in hydrogenated vegetable oil.

        -   To carry on business as manufacturers, sellers, buyers, exporters,
            importers, and dealers of fluid power products.

        -   To carry on business as mechanical engineers, tool makers, brass and
            metal founders, mill-makers, mill-wrighters, machinists,
            metallurgists.

        -   To carry on the trade or business of manufacturing and distributing
            chemical, synthetic and organic products.

        -   To carry on business as manufacturers, exporters, sellers, dealers
            and buyers in all types and kinds of goods, articles and things.

        -   To carry on business in India and elsewhere as manufacturer,
            assembler, designer, builder, seller, buyer, exporter, importer,
            factors, agents, hirers and dealers of computer hardware and
            software and any related aspects thereof.

        -   To carry on research and development activities on all aspects
            related to products business and objects of our company.

        -   To construct, equip and maintain mills, factories, warehouses,
            godowns, jetties and wharves any other conveniences or erection
            suitable for any of the purpose of our company.

        -   To carry on all or any of the business of soap and candle makers,
            tallow merchants, chemists, druggists, dry salters, oil- merchants,
            manufacturers of dyes, paints, chemicals and explosives and
            manufacturers of and dealers in pharmaceutical, chemical, medicinal
            and other preparations or compounds, perfumery and proprietary
            articles and photographic materials and derivatives and other
            similar articles of every description.

        -   To carry on any other trade or business whatsoever as can in the
            opinion of us be advantageously or conveniently carried on by us.

        -   To carry on the business of metal working and manufacturing.

        -   To acquire and take over the whole or any part of the business,
            property and liabilities of any person or persons, firm or
            corporation carrying on any business which we are authorized to
            carry on or possessed of any property or rights suitable for our
            purposes.

        -   To manufacture or otherwise acquire and deal in containers and
            packing materials of any kind.

        -   To apply for, purchase or otherwise acquire any patents, brevets
            d'invention, licenses, concessions and the like conferring an
            exclusive or non-exclusive or limited right to use, any secret or
            other information as to any invention.

        -   To purchase or otherwise acquire, manufacture, and deal in all raw
            materials, stores, stock-in-trade, goods, chattels and effects.

        -   To enter into any partnership or any arrangement for sharing
            profits, union of interests, joint ventures, reciprocal concession
            or otherwise.

        -   To purchase or otherwise acquire all or any part of the business,
            property and liabilities of any person, company, society, or all or
            any of the purposes within the objects of our company.

        -   To enter into any arrangement with any government or authorities.

        -   To provide for the welfare of person in the employment of our
            company, or formerly engaged in any business acquired by our company
            and the wives, widows, families or dependants of such persons.

        -   To undertake, carry out, promote and sponsor rural development
            including any program for promoting the social and economic welfare
            or uplift of the public in any rural area.

        -   To undertake, carry out, promote and sponsor or assist any activity
            for the promotion and growth of the national economy and for
            discharging what the directors may consider to be the social and
            moral responsibilities of our company to the public or any section
            of the public.

        -   From time to time to subscribe or contribute to any charitable,
            benevolent or useful object of a public nature.



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DESCRIPTION OF EQUITY SHARES

        DIVIDENDS

        Under the Companies Act, unless our Board of Directors recommends the
payment of a dividend, we may not declare a dividend. Similarly, under our
Articles of Association, although the shareholders may, at the annual general
meeting, approve a dividend in an amount less than that recommended by the Board
of Directors, they cannot increase the amount of the dividend. In India,
dividends generally are declared as a percentage of the par value of a company's
equity shares. The dividend recommended by the Board, if any, and subject to the
limitations described above, is distributed and paid to shareholders in
proportion to the paid up value of their shares within 30 days of the approval
by the shareholders at the annual general meeting. Pursuant to our Articles of
Association, our Board of Directors has discretion to declare and pay interim
dividends without shareholder approval. With respect to equity shares issued
during a particular fiscal year, including any equity shares underlying ADSs
issued to the Depositary or in the future, unless otherwise determined by
shareholders, cash dividends declared and paid for such fiscal year generally
will be prorated from the date of issuance to the end of such fiscal year. Under
the Companies Act, dividends can only be paid in cash to the registered
shareholder at a record date fixed on or prior to the annual general meeting or
to his order or his banker's order.

        The Companies Act provides that any dividends that remain unpaid or
unclaimed after the 30-day period are to be transferred to a special bank
account. We transfer any dividends that remain unclaimed for seven years from
the date of the transfer to a fund created by the Indian Government. After the
transfer to this fund, such unclaimed dividends may be claimed only from the
fund.

        Under the Companies Act, dividends may be paid out of profits of a
company in the year in which the dividend is declared or out of the
undistributed profits of previous fiscal years. Before declaring a dividend
greater than 10% of the par value of its equity shares, a company is required
under the Companies Act to transfer to its reserves a minimum percentage of its
profits for that year, ranging from 2.5% to 10% depending upon the dividend
percentage to be declared in such year.

        The Companies Act further provides that, in the event of an inadequacy
or absence of profits in any year, a dividend may be declared for such year out
of the company's accumulated profits, subject to the following conditions:

        -   the rate of dividend to be declared may not exceed 10% of its paid
            up capital or the average of the rate at which dividends were
            declared by the company in the prior five years, whichever is less;

        -   the total amount to be drawn from the accumulated profits earned in
            the previous years and transferred to the reserves may not exceed an
            amount equivalent to 10% of its paid up capital and free reserves,
            and the amount so drawn is to be used first to set off the losses
            incurred in the fiscal year before any dividends in respect of
            preference or equity shares are declared; and

        -   the balance of reserves after withdrawals shall not fall below 15%
            of its paid up capital.

        We are subject to taxation for each dividend declared, distributed or
paid for a relevant period by our company.

        BONUS SHARES

        In addition to permitting dividends to be paid out of current or
retained earnings as described above, the Companies Act permits a company to
distribute an amount transferred from the general reserve or surplus in the
company's profit and loss account to its shareholders in the form of bonus
shares (similar to a stock dividend). The Companies Act also permits the
issuance of bonus shares from a share premium account. Bonus shares are
distributed to shareholders in the proportion recommended by the Board of
Directors. Shareholders of record on a fixed record date are entitled to receive
such bonus shares.

        AUDIT AND ANNUAL REPORT

        At least 21 days before the Annual General Meeting of shareholders, a
company must distribute a detailed version of the company's audited balance
sheet and profit and loss account and the reports of the Board of Directors and
the auditors thereon. Under the Companies Act, a company must file the balance
sheet and annual profit and loss account presented to the shareholders within 30
days of the conclusion of the Annual General Meeting with the Registrar of
Companies.

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

        PREEMPTIVE RIGHTS AND ISSUE OF ADDITIONAL SHARES

        The Companies Act gives shareholders the right to subscribe for new
shares in proportion to their respective existing shareholdings unless otherwise
determined by a special resolution passed by a General Meeting of the
shareholders. Under the



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Companies Act, in the event of an issuance of securities, subject to the
limitations set forth above, a company must first offer the new shares to the
shareholders on a fixed record date. The offer must include: (i) the right,
exercisable by the shareholders of record, to renounce the shares offered in
favor of any other person; and (ii) the number of shares offered and the period
of the offer, which may not be less than 15 days from the date of offer. If the
offer is not accepted it is deemed to have been declined. The Board of Directors
is authorized under the Companies Act to distribute any new shares not purchased
by the preemptive rights holders in the manner that it deems most beneficial to
the company.

        VOTING RIGHTS

        At any General Meeting, voting is by show of hands unless a poll is
demanded by a shareholder or shareholders present in person or by proxy holding
at least 10% of the total shares entitled to vote on the resolution or by those
holding shares with an aggregate paid up capital of at least Rs.50,000. Upon a
show of hands, every shareholder entitled to vote and present in person has one
vote and, on a poll, every shareholder entitled to vote and present in person or
by proxy has voting rights in proportion to the paid up capital held by such
shareholders. The Chairman of the Board has a deciding vote in the case of any
tie. Any shareholder of the company may appoint a proxy. The instrument
appointing a proxy must be delivered to the company at least 48 hours prior to
the meeting. A proxy may not vote except on a poll. A corporate shareholder may
appoint an authorized representative who can vote on behalf of the shareholder,
both upon a show of hands and upon a poll.

        Ordinary resolutions may be passed by simple majority of those present
and voting at any General Meeting for which the required period of notice has
been given. However, certain resolutions such as amendments of the Articles and
the Memorandum of Association, commencement of a new line of business, the
waiver of preemptive rights for the issuance of any new shares and a reduction
of share capital, require that votes cast in favor of the resolution (whether by
show of hands or poll) are not less than three times the number of votes, if
any, cast against the resolution. As per the Companies Act, not less than
two-third of the directors of a public company shall retire by rotation and be
appointed by the shareholders in the general meeting.

        LIQUIDATION RIGHTS

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

        PREFERENCE SHARES

        Preference shares have preferential dividend and liquidation rights.
Preference shares may be redeemed if they are fully paid, and only out of our
profits, or out of the proceeds of the sale of shares issued for purposes of
such redemption. Holders of preference shares do not have the right to vote at
shareholder meetings, except on resolutions which directly affect the rights of
their preference shares. However, holders of cumulative preference shares have
the right to vote on every resolution at any meeting of the shareholders if the
dividends due on the preference shares have not been paid, in whole or in part,
for a period of at least two years prior to the date of the meeting. Currently,
there are no preference shares issued and outstanding.

        REDEMPTION OF EQUITY SHARES

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

        LIABILITY ON CALLS

        Not applicable.

        DISCRIMINATORY PROVISIONS IN ARTICLES

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

        ALTERATION OF SHAREHOLDER RIGHTS

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

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



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        MEETINGS OF SHAREHOLDERS

        We must convene an annual general meeting of shareholders within six
months after the end of each fiscal year and may convene an extraordinary
general meeting of shareholders when necessary or at the request of a
shareholder or shareholders holding at least 10% of our paid up capital carrying
voting rights. The annual general meeting of the shareholders is generally
convened by our Secretary pursuant to a resolution of the Board of Directors.
Written notice setting out the agenda of the meeting must be given at least 21
days, excluding the days of mailing and date of the meeting, prior to the date
of the general meeting to the shareholders of record. Shareholders who are
registered as shareholders on the date of the general meeting are entitled to
attend or vote at such meeting. The annual general meeting of shareholders must
be held at our registered office or at such other place within the city in which
the registered office is located; meetings other than the annual general meeting
may be held at any other place if so determined by the Board of Directors. Our
Articles of Association provide that a quorum for a general meeting is the
presence of at least five shareholders in person.

        Additionally, shareholder consent for certain items or special business
is required to be obtained by a postal ballot. In order to obtain the
shareholders' consent, our Board of Directors appoint a scrutinizer, who is not
in our employment, who, in the opinion of the Board, can conduct the postal
ballot voting process in a fair and transparent manner in accordance with the
provisions of Companies (Passing of the Resolution by Postal Ballot) Rules,
2001.

        LIMITATIONS ON THE RIGHTS TO OWN SECURITIES

        The limitations on the rights to own securities, including the rights of
non-resident or foreign shareholders to hold the securities imposed by Indian
law are discussed in Item 10 of this Annual Report, under the section titled
"Currency Exchange Controls" and is incorporated herein by reference.

        VOTING RIGHTS OF DEPOSITED EQUITY SHARES REPRESENTED BY ADSS

        Under Indian law, voting of the equity shares is by show of hands unless
a poll is demanded by a member or members present in person or by proxy holding
at least one-tenth of the total shares entitled to vote on the resolution or by
those holding an aggregate paid up capital of at least Rs. 50,000. A proxy may
not vote except on a poll.

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

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

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

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

        REGISTER OF SHAREHOLDERS; RECORD DATES; TRANSFER OF SHARES

        We maintain a register of shareholders. For the purpose of determining
the shares entitled to annual dividends, the register is closed for a specified
period prior to the annual general meeting. The date on which this period begins
is the record date. To determine which shareholders are entitled to specified
shareholder rights, we may close the register of shareholders. The Companies Act
requires us to give at least seven days' prior notice to the public before such
closure. We may not close the register of shareholders for more than thirty
consecutive days, and in no event for more than forty-five days in a year.
Trading of our equity shares, however, may continue while the register of
shareholders is closed.



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        Following the introduction of the Depositories Act, 1996, and the repeal
of Section 22A of the Securities Contracts (Regulation) Act, 1956, which enabled
companies to refuse to register transfers of shares in some circumstances, the
equity shares of a public company are freely transferable, subject only to the
provisions of Section 111A of the Companies Act. Since we are a public company,
the provisions of Section 111A will apply to us. Our AOA currently contain
provisions which give our directors discretion to refuse to register a transfer
of shares in some circumstances. Furthermore, in accordance with the provisions
of Section 111A(2) of the Companies Act, our directors may refuse to register a
transfer of shares if they have sufficient cause to do so. If our directors
refuse to register a transfer of shares, the shareholder wishing to transfer
his, her or its shares may file a civil suit or an appeal with the Company Law
Board.

        Pursuant to Section 111A(3), if a transfer of shares contravenes any of
the provisions of the Indian Securities and Exchange Board of India Act, 1992 or
the regulations issued thereunder or the Indian Sick Industrial Companies
(Special Provisions) Act, 1985 or any other Indian laws, the Company Law Board
may, on application made by the company, a depositary incorporated in India, an
investor, the Securities and Exchange Board of India or other parties, direct
the rectification of the register of records. The Company Law Board may, in its
discretion, issue an interim order suspending the voting rights attached to the
relevant shares before making or completing its investigation into the alleged
contravention. Notwithstanding such investigation, the rights of a shareholder
to transfer the shares will not be restricted.

        Under the Companies Act, unless the shares of a company are held in a
dematerialized form, a transfer of shares is effected by an instrument of
transfer in the form prescribed by the Companies Act and the rules thereunder
together with delivery of the share certificates. Our transfer agent for our
equity shares is Karvy Consultants Limited located in Bangalore, Karnataka,
India.

        COMPANY ACQUISITION OF EQUITY SHARES

        Under the Companies Act, approval of at least 75% of a company's
shareholders voting on the matter and approval of the High Court of the state in
which the registered office of the company is situated is required to reduce a
company's share capital. A company may, under some circumstances, acquire its
own equity shares without seeking the approval of the High Court. However, a
company would have to extinguish the shares it has so acquired within the
prescribed time period. A company is not permitted to acquire its own shares for
treasury operations.

        An acquisition by a company of its own shares that does not rely on an
approval of the High Court must comply with prescribed rules, regulations and
conditions of the Companies Act. In addition, public companies which are listed
on a recognized stock exchange in India must comply with the provisions of the
Securities and Exchange Board of India (Buy-back of Securities) Regulations,
1998, or Buy-back Regulations. Since we are a public company listed on several
recognized stock exchanges in India, we would have to comply with the relevant
provisions of the Companies Act and the provisions of the Buy-back Regulations.

        DISCLOSURE OF OWNERSHIP INTEREST

        Section 187C of the Indian Companies Act requires beneficial owners of
shares of Indian companies who are not holders of record to declare to the
company details of the beneficial owner. Any person who fails to make the
required declaration within 30 days may be liable for a fine of up to Rs. 1,000
for each day the declaration is not made. Any lien, promissory note or other
collateral agreement created, executed or entered into with respect to any share
by the registered owner thereof, or any hypothecation by the registered owner of
any share, pursuant to which a declaration is required to be made under Section
187C, shall not be enforceable by the beneficial owner or any person claiming
through the beneficial owner if such declaration is not made. Failure to comply
with Section 187C will not affect the obligation of the company to register a
transfer of shares or to pay any dividends to the registered holder of any
shares pursuant to which such declaration has not been made. While it is unclear
under Indian law whether Section 187C applies to holders of ADSs of the company,
investors who exchange ADSs for the underlying Equity Shares of the Company will
be subject to the restrictions of Section 187C. Additionally, holders of ADSs
may be required to comply with such notification and disclosure obligations
pursuant to the provisions of the Deposit Agreement to be entered into by such
holders, the company and a depositary.

        PROVISIONS ON CHANGES IN CAPITAL

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



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        TAKEOVER CODE AND LISTING AGREEMENTS

        Under the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 1997, or Takeover Code, upon
the acquisition of more than 5% of the outstanding shares or voting rights of a
publicly-listed Indian company a purchaser is required to notify the company and
the company and the purchaser are required to notify all the stock exchanges on
which the shares of such company are listed. An ADS holder would be subject to
these notification requirements.

        Upon the acquisition of 15% or more of such shares or voting rights, or
a change in control of the company, the purchaser is required to make an open
offer to the other shareholders, offering to purchase at least 20% of all the
outstanding shares of the company at a minimum offer price as determined
pursuant to the Takeover Code. Since we are a listed company in India, the
provisions of the Takeover Code will apply to us. However, the Takeover Code
provides for a specific exemption from this provision to an ADS holder and
states that this provision will apply to an ADS holder only once he or she
converts the ADSs into the underlying equity shares.

        An acquirer is required to disclose the aggregate of the pre and post
acquisition of shareholding and voting rights of the acquirer to the target
company when such acquisition aggregates to 5% and 10% of the voting rights. The
creeping acquisition limits provided under SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 1997 have been increased from 5% to 10%
effective October 24, 2001. This covers the period ending September 30, 2002
subject to review by the Board of SEBI.

        We have entered into listing agreements with each of the Indian Stock
Exchanges on which our equity shares are listed. Each of the listing agreements
provides that if a purchase of a listed company's shares results in the
purchaser and its affiliates holding more than 5% of the company's outstanding
equity shares or voting rights, the purchaser and the company must report its
holding to the company and the relevant stock exchange(s). The agreements also
provide that if an acquisition results in the purchaser and its affiliates
holding equity shares representing more than 15% of the voting rights in the
company, then the purchaser must, before acquiring such equity shares, make an
offer on a uniform basis to all remaining shareholders of the company to acquire
equity shares that have at least an additional 20% of the voting rights of the
total equity shares of the company at a prescribed price.

        Although the provisions of the listing agreements entered into between
us and the Indian Stock Exchanges on which our equity shares are listed will not
apply to equity shares represented by ADSs, holders of ADSs may be required to
comply with such notification and disclosure obligations pursuant to the
provisions of the Deposit Agreement to be entered into by such holders, our
company and a depositary.

MATERIAL CONTRACTS

        Not applicable.

CURRENCY EXCHANGE CONTROLS

        Foreign investment in Indian securities is governed by the Foreign
Exchange Management Act, 1999. The Foreign Direct Investment Scheme under the
Reserve Bank's Automatic Route enables Indian Companies (other than those
specifically excluded in the scheme) to issue shares to persons resident outside
India without prior permission from the RBI, subject to certain conditions.
General permission has been granted for the transfer of shares and convertible
debentures by a person resident outside India as follows: (i) for transfers of
shares or convertible debentures held by a person resident outside India other
than NRI or overseas corporate bodies, or OCBs, to any person resident outside
India, provided that the transferee has obtained permission of the Central
Government and if that person had any previous venture or tie up in India
through investment in any manner or a technical collaboration or trademark
agreement in the same field or allied field in which the Indian company whose
shares are being transferred is engaged, and (ii) NRI or OCB are permitted to
transfer shares or convertible debentures of Indian company to other NRI or OCB.

        A person resident outside India may transfer securities of an Indian
company to a person resident in India by way of gift. However where such
transfer is not by way of gift, prior approval of the RBI is necessary. For
transfer of existing shares or convertible debentures of an Indian company by a
resident to a non resident by way of sale the transferor should obtain an
approval of Central Government and thereafter make an application to RBI for
permission. In such cases the RBI may permit the transfer subject to such terms
and conditions including the price at which the sale may be made.

GENERAL

        Shares of Indian companies represented by ADSs may be approved for
issuance to foreign investors by the Government of India under the Issue of
Foreign Currency Convertible Bonds and Equity Shares (through Depositary Receipt
Mechanism) Scheme, 1993, or the 1993 Regulation, as modified from time to time,
promulgated by the Government of India. The 1993 Regulation is distinct from
other policies or facilities, as described below, relating to investments in
Indian companies by foreign investors. The



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issuance of ADSs pursuant to the 1993 Regulation also affords to holders of the
ADSs the benefits of Section 115AC of the Indian Income Tax Act, 1961 for
purposes of the application of Indian tax law.

        The Reserve Bank of India or RBI, has issued a notification directing
that Indian companies may utilize up-to 100 percent of proceeds realized from
the sale of ADSs for overseas investments.

        In February 2002, the RBI issued a circular stating that the terms of
Regulation 4A of the Reserve Bank of India Notification FEMA 20/2000-RB dated
May 3, 2000, as amended by Notification No.FEMA 41/2001-RB dated March 2, 2001,
allow a registered broker to purchase shares of an Indian company on behalf of a
person resident outside of India for the purpose of converting those shares into
ADSs/GDSs. However, such conversion is subject to compliance with the provisions
of the Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depository Receipt Mechanism) Scheme 1993 and the periodic guidelines issued by
the Central Government. This would mean that ADSs converted into Indian shares
may be converted back into ADSs, subject to the limits of sectoral caps.

        The Operative Guidelines for the limited two-way fungibility under the
"Issue of Foreign Currency Convertible Bonds and Ordinary Shares (Through
Depository Receipt Mechanism) Scheme 1993 has also been approved by the
Government of India.

        These guidelines provide that a re-issuance of ADSs/GDSs are permitted
to the extent of ADSs/GDSs, have been redeemed for underlying shares and sold in
the domestic market. The re-issuance must be within the specified limits. The
conditions to be satisfied in this regard are: (i) the shares are purchased on a
recognized stock exchange; (ii) the Indian company has issued ADS/GDS, (iii) the
shares are purchased with the permission of the custodian of the ADSs/GDSs of
the Indian company and are deposited with the custodian; and (iv) the number of
shares so purchased shall not exceed the number of ADSs/GDSs converted into
underlying shares.

        Procedure for conversion of shares into ADSs/GDSs is as follows: (i) on
request by the overseas investor for the acquisition of shares for re-issuance
of ADSs/GDSs, the SEBI registered broker will purchase shares from a stock
exchange after verifying with the custodian as to the availability of "Head
Room" (i.e. the number of ADSs/GDSs originally issued minus number of ADSs/GDSs
outstanding further adjusted for ADSs/GDSs redeemed into underlying shares and
registered in the name of the non-resident investor(s)); (ii) an Indian broker
purchases the shares in the name of the overseas depository; (iii) After the
purchase, the Indian broker places the domestic shares with the Custodian; (iv)
Custodian advises the overseas depository on the custody of domestic shares and
to issue corresponding ADSs/GDSs to the Investor; and (v) the overseas
depository issues ADSs/GDSs to the Investor.

FOREIGN DIRECT INVESTMENT

        In July 1991, the Government of India raised the limit on foreign equity
holdings in Indian companies from 40% to 51% in certain high priority
industries. The RBI gives automatic approval for such foreign equity holdings.
The Foreign Investment Promotion Board, or FIPB, currently under the Ministry of
Industry, was thereafter formed to negotiate with large foreign companies
wishing to make long-term investments in India. Foreign equity participation in
excess of 51% in such high priority industries or in any other industries up to
Rs. six billion is currently allowed only with the approval of the FIPB.
Proposals in excess of Rs. six billion require the approval of the Cabinet
Committee on Foreign Investment. Proposals involving the public sector and other
sensitive areas require the approval of Cabinet Committee on Economic
Affairs.These facilities are designed for direct foreign investments by
non-residents of India who are not NRIs, OCBs or FIIs (as each term is defined
below), or foreign direct investors. The Department of Industrial Policy and
Promotion, a part of the Ministry of Industry, issued detailed guidelines in
January 1998 for consideration of foreign direct investment proposals by the
FIPB, or the Guidelines. Under the Guidelines, sector specific guidelines for
foreign direct investment and the levels of permitted equity participation have
been established. In March 2000, the RBI issued a notification that foreign
ownership of up to 50%, 51%, 74% or 100%, depending on the category of industry,
would be allowed without prior permission of the RBI. The issues to be
considered by the FIPB, and the FIPB's areas of priority in granting approvals
are also set out in the Guidelines. The basic objective of the Guidelines is to
improve the transparency and objectivity of the FIPB's consideration of
proposals. However, because the Guidelines are administrative guidelines and
have not been codified as either law or regulations, they are not legally
binding with respect to any recommendation made by the FIPB or with respect to
any decision taken by the Government of India in cases involving foreign direct
investment.

        In May 1994, the Government of India announced that purchases by foreign
investors of ADSs as evidenced by ADRs and foreign currency convertible bonds of
Indian companies will be treated as direct foreign investment in the equity
issued by Indian companies for such offerings. Therefore, offerings that involve
the issuance of equity that results in Foreign Direct Investors holding more
than the stipulated percentage of direct foreign investments (which depends on
the category of industry) would require approval from the FIPB. In addition, in
connection with offerings of any such securities to foreign investors, approval
of the FIPB is required for Indian companies whether or not the stipulated
percentage limit would be reached, if the proceeds therefrom are to be used for
investment in non-high priority industries.



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        In July 1998, the Government of India issued guidelines to the effect
that foreign investment in preferred shares will be considered as part of the
share capital of a company and will be processed through the automatic RBI route
or will require the approval of the FIPB, as the case may be. Investments in
preferred shares are included as foreign direct investment for the purposes of
sectoral caps on foreign equity, if such preferred shares carry a conversion
option. If the preferred shares are structured without a conversion option, they
would fall outside the foreign direct investment limit but would be treated as
debt and would be subject to special Government of India guidelines and
approvals.

INVESTMENT BY NON-RESIDENT INDIANS AND OVERSEAS CORPORATE BODIES

        A variety of special facilities for making investments in shares of
Indian companies is available to individuals of Indian nationality or origin
residing outside India, or NRIs, and to overseas corporate bodies, or OCBs.
These facilities permit NRIs and OCBs to make portfolio investments in shares
and other securities of Indian companies on a basis that is not generally
available to other foreign investors. These facilities are different and
distinct from investments by Foreign Direct Investors described above. Indian
companies are now allowed, without prior Government of India approval, to invest
in joint ventures or wholly-owned subsidiaries outside India. The amount
invested may not exceed $100 million or its equivalent in a financial year.

INVESTMENT BY FOREIGN INSTITUTIONAL INVESTORS

        In September 1992, the Government of India issued guidelines which
enable foreign institutional investors or FIIs, including institutions such as
pension funds, investment trusts, asset management companies, nominee companies
and incorporated/ institutional portfolio managers, to invest in all the
securities traded on the primary and secondary markets in India. Under the
guidelines, FIIs are required to obtain an initial registration from the SEBI
and a general permission from the RBI to engage in transactions regulated under
FERA. FIIs must also comply with the provisions of the SEBI Foreign
Institutional Investors Regulations, 1995. When it receives the initial
registration, the FII also obtains general permission from the RBI to engage in
transactions regulated under FERA. Together, the initial registration and the
RBI's general permission enable the registered FII to: buy (subject to the
ownership restrictions discussed below) and sell freely tradable securities
issued by Indian companies; realize capital gains on investments made through
the initial amount invested in India; subscribe or renounce rights offerings for
shares; appoint a domestic custodian for custody of investments held; and
repatriate the capital, capital gains, dividends, income received by way of
interest and any other compensation received towards the sale or renunciation of
rights offerings of shares.

OWNERSHIP RESTRICTIONS

        SEBI and RBI regulations restrict investments in Indian companies by
FIIs, NRIs and OCBs or collectively, Foreign Direct Investors. Under current
SEBI regulations applicable to Wipro Limited, subject to the requisite approvals
of the shareholders in a General Meeting, Foreign Direct Investors in aggregate
may hold no more than 40% of a company's equity shares, excluding the equity
shares underlying the ADSs. However, under Vide Notification No. FEMA.40/2001-RB
dated March 2, 2001 under Foreign Exchange Management (Transfer or Issue of any
Foreign Security (Amendment) Regulations, 2001, the limit of FII investment in a
company has been increased from 40 to 49% subject to obtaining the approval of
the shareholders by a special resolution. NRIs and OCBs in aggregate may hold no
more than 10% of a company's equity shares, excluding the equity shares
underlying the ADSs. Furthermore, SEBI regulations provide that no single FII
may hold more than 10% of a company's total equity shares and no single NRI or
OCB may hold more than 5% of a company's total equity shares. There is
uncertainty under Indian law about the tax regime applicable to FIIs which hold
and trade ADSs. FIIs are urged to consult with their Indian legal and tax
advisers about the relationship between the FII guidelines and the ADSs and any
equity shares withdrawn upon surrender of ADSs.

        More detailed provisions relating to FII investment have been introduced
by the SEBI with the introduction of the SEBI Foreign Institutional Investors
Regulations, 1995. These provisions relate to the registration of FIIs, their
general obligations and responsibilities, and certain investment conditions and
restrictions. One such restriction is that the total investment in equity and
equity-related instruments should not be less than 70% of the aggregate of all
investments of an FII in India. The SEBI has also permitted private placements
of shares by listed companies with FIIs, subject to the prior approval of the
RBI under FERA. Such private placement must be made at the average of the weekly
highs and lows of the closing price over the preceding six months or the
preceding two weeks, whichever is higher. Under the Securities and Exchange
Board of India (Substantial Acquisition of shares and Takeovers) Regulations,
1998 approved by the SEBI in January 1998 and promulgated by the Government of
India in February 1998, or the Takeover Code, which replaced the 1994 Takeover
Code (as defined herein), upon the acquisition of more than 5% of the
outstanding shares of a public Indian company, a purchaser is required to notify
the company and all the stock exchanges on which the shares of the company are
listed. Upon the acquisition of 15% or more of such shares or a change in
control of the company, the purchaser is required to make an open offer to the
other shareholders offering to purchase at least 20% of all the outstanding
shares of the company at a minimum offer price as determined pursuant to the
rules of the Takeover Code. Upon conversion of ADSs into equity shares, an ADS
holder will be subject to the Takeover Code.



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        Open market purchases of securities of Indian companies in India by
Foreign Direct Investors or investments by NRIs, OCBs and FIIs above the
ownership levels set forth above require Government of India approval on a
case-by-case basis.

GOVERNMENT OF INDIA APPROVALS

        Approval of the Foreign Investment Promotion Board for foreign direct
investment by ADS holders is required. Specific approval of the Reserve Bank of
India will have to be obtained for:

        -   any renunciation of rights in the underlying equity shares in favor
            of a person resident in India; and

        -   the sale of the underlying equity shares by a person resident
            outside India to a person resident in India.

        In such cases, the foreign investor would have to apply to the Reserve
Bank of India by submitting Form TS1, that requires information as to the
transferor, the transferee, the shareholding structure of the company whose
shares are to be sold, the proposed price and other information. The Reserve
Bank of India is not required to respond to a Form TS1 application within any
specific time period and may grant or deny the application at its discretion.
Exceptions to this requirement of Reserve Bank of India approval include sales
made in the stock market through a registered Indian broker, through a
recognized stock exchange in India at the prevailing market rates, or if the
shares are offered in accordance with the terms of an offer under the Securities
and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 1997. The proceeds from any sale of the underlying equity shares by
a person resident outside India to a person resident in India may be transferred
outside India after receipt of Reserve Bank of India approval (if required), and
the payment of applicable taxes and stamp duties.

        No approval is required for transfers of ADSs outside India between two
non-residents. Any person resident outside India who desires to sell equity
shares received upon surrender of ADSs or otherwise transfer such equity shares
within India should seek the advice of Indian counsel as to the requirements
applicable at that time.

TAXATION

        INDIAN TAXATION

        The following summary is based on the law and practice of the Indian
Income-tax Act, 1961, or Income-Tax Act, including the special tax regime
contained in Sections 115AC and 115ACA of the Income-tax Act read with the Issue
of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository
Receipt Mechanism) Scheme, 1993, as amended on, January 19, 2000, or the Issue
of Foreign Currency Convertible bonds and Ordinary Shares Scheme. The Income-tax
Act is amended every year by the Finance Act of the relevant year. Some or all
of the tax consequences of Sections 115AC and 115ACA may be amended or changed
by future amendments to the Income-tax Act.

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

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

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

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

        -   182 days or more, in case of a citizen of India or a person of
            Indian origin living abroad who visits India and within the four
            preceding years has been in India for a period or periods amounting
            to 365 days or more.

        A company is a resident of India if it is incorporated in India or the
control and the management of its affairs is situated wholly in India. Companies
that are not residents of India would be treated as non-residents for purposes
of the Income-tax Act.

        TAXATION OF DISTRIBUTIONS. The Income Tax Act, as amended by the Finance
Act, 2002, treats dividend payments as income. There is a withholding tax of
10.5% (including any applicable surcharges) for dividend payments. However,
there is no withholding tax, if the dividend paid to individual resident
shareholders does not exceed Rs. 1,000 in the fiscal year in question. A higher
withholding tax, at a rate not exceeding 21% (including the applicable
surcharge), is imposed when a dividend is paid to non-residents on equity shares
subscribed to or purchased on a convertible foreign exchange. In all other cases
the withholding rate of taxation is 42% (including applicable surcharges) for
foreign companies and 31.5% (including applicable surcharges) in the case of
other non-resident shareholders. A lower rate applies if dictated by tax treaty.



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        Any distributions of additional ADSs or equity shares to resident or
non-resident holders will not be subject to Indian tax.

        Taxation of Capital Gains. The following is a brief summary of capital
gains taxation of non-resident holders and resident employees in respect of the
sale of ADSs and equity shares received upon redemption of ADSs. The relevant
provisions are contained mainly in sections 45, 47(vii)(a), 115AC and 115ACA, of
the Income Tax Act, in conjunction with the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares Scheme.

        Gains realized upon the sale of ADSs or shares that have been held for a
period of more than thirty-six months and twelve months, respectively, are
considered long term capital gains. Gains realized upon the sale of ADSs or
shares that have been held for a period of thirty six months or less and twelve
months or less, respectively, are considered short term capital gains. Capital
gains are taxed as follows:

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

        -   Long term capital gains realized by a resident employee from the
            transfer of the ADSs will be subject to tax at the rate of 10.5%
            Short term capital gains on such a transfer will be taxed at
            graduated rates with a maximum of 31.5%, including the applicable
            surcharge.

        -   Long term capital gains realized by an individual holder upon the
            sale of equity shares obtained from the redemption of ADSs are
            subject to tax at a rate of 10.5%.

        -   Long term capital gains realized by non-resident corporate holders
            upon the sale of equity shares obtained through the redemption of
            ADSs are subject to taxation at the rate of 10%.

        -   Short-term capital gains realized upon the sale of equity shares
            obtained from the redemption of ADSs will be taxed at variable rates
            with a maximum of 42% in case of foreign companies, and 31.5%
            including the applicable surcharge in the case of resident employees
            and non-resident individuals with taxable income over Rs. 150,000.

        The above rates may be reduced by the applicable tax treaty in case of
non-residents. The capital gains tax is computed by applying the appropriate tax
rates to the difference between the sale price and the purchase price of the
equity shares or ADSs. Under the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares Scheme, the purchase price of equity shares in an Indian listed
company received in exchange for ADSs will be the market price of the underlying
shares on the date that the depositary gives notice to the custodian of the
delivery of the equity shares in exchange for the corresponding ADSs' or
"stepped up" basis purchase price. The market price will be the price of the
equity shares prevailing on The Stock Exchange, Mumbai or the National Stock
Exchange. There is no corresponding provision under the Income Tax Act in
relation to the "stepped up" basis for the purchase price of equity shares.
However the tax department has not denied this benefit. In the event that the
tax department denies this benefit, the original purchase price of ADSs would be
considered the purchase price for computing the capital gains tax.

        According to the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares Scheme, a non-resident holder's holding period for the purposes
of determining the applicable Indian capital gains tax rate in respect of equity
shares received in exchange for ADSs commences on the date of the notice of the
redemption by the depositary to the custodian. However, the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares Scheme does not address this
issue in the case of resident employees, and it is therefore unclear as to when
the holding period for the purposes of determining capital gains tax commences
for such a resident employee.

        The Issue of Foreign Currency Convertible Bonds and Ordinary Shares
Scheme provides that if the equity shares are sold on a recognized stock
exchange in India against payment in Indian rupees, they will no longer be
eligible for the preferential tax treatment.

        It is unclear as to whether section 115AC and the Issue of Foreign
Currency Convertible Bonds and Ordinary Shares Scheme are applicable to a
non-resident who acquires equity shares outside India from a non-resident holder
of equity shares after receipt of the equity shares upon redemption of the ADSs.

        If section 115AC and the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares Scheme are not applicable to a non-resident holder, long term
capital gains realized on the sale of such equity shares which are listed in
India will still be subject to tax at the rate of 10.5%. The non-resident
holders will also be able to avail of the benefits of exchange rate fluctuations
for the computation of capital gains tax which are not available to a
non-resident holder under section 115AC and the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares Scheme.

        It is unclear as to whether capital gains derived from the sale of
subscription rights or other rights by a non-resident holder not entitled to an
exemption under a tax treaty will be subject to Indian capital gains tax. If
such subscription rights or other



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rights are deemed by the Indian tax authorities to be situated within India, the
gains realized on the sale of such subscription rights or other rights will be
subject to Indian taxation. The capital gains realized on the sale of such
subscription rights or other rights, which will generally be in the nature of
short term capital gains, will be subject to tax at variable rates with a
maximum rate of 42% in case of a foreign company and 31.5%, including the
applicable surcharge, in case of resident employees and non-resident individuals
with taxable income over Rs. 150,000.

        Withholding Tax on Capital Gains. Any gain realized by a non-resident or
resident employee on the sale of equity shares is subject to Indian capital
gains tax, which, in the case of a non-resident employee is to be withheld at
the source by the buyer.

        Buy-back of Securities. Indian companies are not subject to any tax on
the buy-back of their shares. However, the shareholders will be taxed on any
resulting gains. Our company would be required to deduct tax at source according
to the capital gains tax liability of a non-resident shareholder.

        Stamp Duty and Transfer Tax. Upon issuance of the equity shares
underlying our ADSs, companies will be required to pay a stamp duty of 0.1% per
share of the issue price of the underlying equity shares. A transfer of ADSs is
not subject to Indian stamp duty. However, upon the acquisition of equity shares
from the depositary in exchange for ADSs, the non-resident holder will be liable
for Indian stamp duty at the rate of 0.5% of the market value of the ADSs or
equity shares exchanged. A sale of equity shares by a non-resident holder will
also be subject to Indian stamp duty at the rate of 0.5% of the market value of
the equity shares on the trade date, although customarily such tax is borne by
the transferee. Shares must be traded in dematerialized form. The transfer of
shares in dematerialized form is currently not subject to stamp duty.

        Wealth Tax. The holding of the ADSs and the holding of underlying equity
shares by resident and non-resident holders will be exempt from Indian wealth
tax. Non-resident holders are advised to consult their own tax advisors
regarding this issue.

        Gift Tax and Estate Duty. Indian gift tax was abolished as of October
1998. Indian Estate Duty was abolished as of March 1985. We cannot assure that
these taxes and duties will not be restored in future. Non-resident holders are
advised to consult their own tax advisors regarding this issue.

        Service Tax. Brokerage or commission paid to stock brokers in connection
with the sale or purchase of shares is subject to a service tax of 5%. The stock
broker is responsible for collecting the service tax from the shareholder and
paying it to the relevant authority.

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

UNITED STATES FEDERAL TAXATION

        The following is a summary of the material U.S. federal income and
estate tax consequences that may be relevant with respect to the acquisition,
ownership and disposition of equity shares or ADSs. This summary addresses the
U.S. federal income and estate tax considerations of holders that are U.S.
persons. U.S. persons are citizens or residents of the United States, or
corporations created in or under the laws of the United States or any political
subdivision thereof or therein, estates, the income of which is subject to U.S.
federal income taxation regardless of its source and trusts for which a U.S.
court exercises primary supervision and a U.S. person has the authority to
control all substantial decisions and who will hold equity shares or ADSs as
capital assets or U.S. Holder.

        This summary does not address tax considerations applicable to holders
that may be subject to special tax rules, such as banks, insurance companies,
dealers in securities or currencies, tax-exempt entities, persons that will hold
equity shares or ADSs as a position in a "straddle" or as part of a "hedging" or
"conversion" transaction for tax purposes, persons that have a "functional
currency" other than the U.S. dollar or holders of 10% or more, by voting power
or value, of the stock of our company. This summary is based on the tax laws of
the United States as in effect on the date of this document and on United States
Treasury Regulations in effect or, in some cases, proposed, as of the date of
this document, as well as judicial and administrative interpretations thereof
available on or before such date and is based in part on the assumption that
each obligation in the deposit agreement and any related agreement will be
performed in accordance with its terms. All of the foregoing are subject to
change, which change could apply retroactively and could affect the tax
consequences described below.

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

        Ownership of ADSs. For U.S. federal income tax purposes, holders of ADSs
will be treated as the owners of equity shares represented by such ADSs.



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        Dividends. Except for equity shares, if any, distributed pro rata to all
shareholders of our company, including holders of ADSs, distributions of cash or
property with respect to equity shares will be included in income by a U.S.
holder as foreign source dividend income at the time of receipt, which in the
case of a U.S. holder of ADSs generally will be the date of receipt by the
depositary, to the extent such distributions are made from the current or
accumulated earnings and profits (as determined under U.S. federal income tax
principles) of our company. Such dividends will not be eligible for the
dividends received deduction generally allowed to corporate U.S. holders. To the
extent, if any, that the amount of any distribution by our company exceeds our
company's current and accumulated earnings and profits as determined under U.S.
federal income tax principles, it will be treated first as a tax- free return of
the U.S. holder's tax basis in the equity shares or ADSs and thereafter as
capital gain.

        Subject to certain conditions and limitations, any Indian dividend
distribution taxes imposed upon distributions paid to a U.S. holder will be
eligible for credit against the U.S. holder's federal income tax liability.
Alternatively, a U.S. holder may claim a deduction for such amount, but only for
a year in which a U.S. holder elects to do so with respect to all foreign income
taxes. The overall limitation on foreign taxes eligible for credit is calculated
separately with respect to specific classes of income. For this purpose,
dividends distributed by us with respect to equity shares or ADSs will generally
constitute foreign source "passive income."

        If dividends are paid in Indian rupees, the amount of the dividend
distribution included in the income of a U.S. holder will be in the U.S. dollar
value of the payments made in Indian rupees, determined at a spot exchange rate
between Indian rupees and U.S. dollars applicable to the date such dividend is
included in the income of the U.S. holder, regardless of whether the payment is
in fact converted into U.S. dollars. Generally, gain or loss, if any, resulting
from currency exchange fluctuations during the period from the date the dividend
is paid to the date such payment is converted into U.S. dollars will be treated
as U.S. source ordinary income or loss.

        A non-U.S. holder of equity shares or ADSs generally will not be subject
to U.S. federal income tax or withholding tax on dividends received on equity
shares or ADSs unless such income is effectively connected with the conduct by
such non-U.S. holder of a trade or business in the United States.

        Sale or Exchange of Equity Shares or ADSs. A U.S. holder generally will
recognize gain or loss on the sale or exchange of equity shares or ADSs equal to
the difference between the amount realized on such sale or exchange and the U.S.
holder's tax basis in the equity shares or ADSs, as the case may be. Such gain
or loss will be capital gain or loss, and will be long-term capital gain or loss
if the equity shares or ADSs, as the case may be, were held for more than one
year. Gain or loss, if any, recognized by a U.S. holder generally will be
treated as U.S. source passive income or loss for U.S. foreign tax credit
purposes.

        A non-U.S. holder of equity shares or ADSs generally will not be subject
to U.S. federal income or withholding tax on any gain realized on the sale or
exchange of such equity shares or ADSs unless:

        -   such gain is effectively connected with the conduct by such non-U.S.
            holder of a trade or business in the U.S.; or

        -   in the case of any gain realized by an individual non-U.S. holder,
            such holder is present in the United States for 183 days or more in
            the taxable year of such sale and other conditions are met.

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

        Any dividends paid, or proceeds on a sale of, equity shares or ADSs to
or by a U.S. holder may be subject to U.S. information reporting, and a 31%
backup withholding tax may apply unless the holder is an exempt recipient or
provides a U.S. taxpayer identification number, certifies that such holder is
not subject to backup withholding and otherwise complies with any applicable
backup withholding requirements. Any amount withheld under the backup
withholding rules will be allowed as a refund or credit against the holder's
U.S. federal income tax, provided that the required information is furnished to
the Internal Revenue Service.

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

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

            or

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



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        We do not believe that we satisfy either of the tests for passive
foreign investment company status. If we were to be a passive foreign investment
company for any taxable year, U.S. holders would be required to either:

        -   pay an interest charge together with tax calculated at maximum
            ordinary income rates on "excess distributions," which is defined to
            include gain on a sale or other disposition of equity shares;

        -   if a qualified electing fund election is made, include in their
            taxable income their pro rata share of undistributed amounts of our
            income; or

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

        The above summary is not intended to constitute a complete analysis of
all tax consequences relating to ownership of equity shares or ADSs. You should
consult your own tax advisor concerning the tax consequences of your particular
situation.

DOCUMENTS ON DISPLAY

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

        -   Judiciary Plaza
            450 Fifth Street, N.W.
            Room 1024
            Washington, D.C. 20529, and

        -   Northwestern Atrium Center
            500 West Madison Street
            Suite 1400
            Chicago, Illinois 60661-2511

        Copies of these materials can also be obtained from the Public Reference
Section of the SEC, 450th Street, N.W., Washington, DC 20549, at prescribed
rates.

        The SEC maintains a website at www.sec.gov that contains reports, proxy
and information statements, and other information regarding registrants that
make electronic filings with the SEC using its EDGAR system. As a foreign
private issuer, we are not required to use the EDGAR system, but currently
intend to do so in order to make our reports available over the Internet.

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

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        This information is available in the section titled "Management's
Discussion and Analysis of Financial Conditions and Results of Operation" on
pages 164 through 178 in our Annual Report for fiscal 2002 and is incorporated
herein by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

        Not applicable.



                                       43
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

                                     PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS

USE OF PROCEEDS

        On October 19, 2000, we completed our initial U.S. public offering, or
U.S. IPO, of 3,162,500 American Depositary Shares representing 3,162,500 equity
shares, par value Rs. 2 per share (including the exercise of the underwriters'
over allotment option consisting of 412,500 American Depositary Shares
representing 412,500 equity shares) at a public offering price of $41.375 per
American Depositary Share pursuant to a registration statement, filed on Form
F-1 (File No. 333-46278) filed with the Securities Exchange Commission (the
"Registration Statement"). All of the shares registered were sold. The managing
underwriters were Morgan Stanley Dean Witter, Credit Suisse First Boston, and
Banc of America Securities. Aggregate gross proceeds to the Company (prior to
deduction of underwriting discounts and commissions and expenses of the
offering) were $130,848,438. There were no selling stockholders in the U.S. IPO.
We paid underwriting discounts and commissions of approximately $5,888,180. A
significant portion of other expenses incurred in connection with our U.S. IPO
were reimbursed by the Depositary. Accordingly, the net proceeds from the
offering after underwriting discounts and commissions is approximately
$124,960,258. The net proceeds from the offering have been invested in highly
liquid money market instruments. As of March 31, 2002, none of the net proceeds
from the offering had been used.

ITEM 17. FINANCIAL STATEMENTS

        Not applicable.

ITEM 18. FINANCIAL STATEMENTS

        This information is available in the section titled "Audited Financial
Statements" on pages 185 through 210 in our Annual Report for fiscal 2002 and is
incorporated herein by reference.



                                       44
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

                                    PART III

ITEM 19.  EXHIBITS

<TABLE>
EXHIBIT
NUMBER    DESCRIPTION
------    -----------
<S>         <C>
 *3.1     Articles of Association of Wipro Limited, as amended.

 *3.2     Memorandum of Association of Wipro Limited, as amended.

 *3.3     Certificate of Incorporation of Wipro Limited, as amended.

 *4.1     Form of Deposit Agreement (including as an exhibit, the form of
          American Depositary Receipt).

 *4.2     Wipro's specimen certificate for equity shares.

*10.1     1999 Employee Stock Option Plan.

*10.2     2000 Employee Stock Option Plan.

*10.3     Wipro Equity Reward Trust.

*10.4     2000 ADS Option Plan.

*10.5     Form of Indemnification Agreement.

*10.6     Asset Credit Scheme Loan between Wipro Limited and ICICI Limited,
          dated September 19, 1996, as amended.

*10.7     Share Purchase Agreement between Wipro Limited and ICICI Limited,
          for shares of Wipro Net Limited, dated December 28, 1999.

*10.8     Option Agreement between Wipro Limited and ICICI Limited, dated
          December 28, 1999.

*10.9     Pledge Agreement by Azim H. Premji and ICICI Limited, dated December
          28, 1999.

 13.1     Wipro Limited Annual Report for Fiscal 2002.

*21.1     List of Wipro's subsidiaries.

 99.1     Proxy Information Statement to holders of American Depositary
          Shares.

 99.2     Proxy Information Statement to holders of Equity Shares.

 99.3     Proxy Form to holders of American Depositary Shares.

 99.4     Proxy Form to holders of Equity Shares.

</TABLE>
---------------
* Incorporated by reference to exhibits filed with the Registrant's
  Registration Statement on Form F-1 (File No. 333-46278) in the form declared
  effective September 26, 2000.



                                       45
<PAGE>

WIPRO LIMITED
--------------------------------------------------------------------------------

                                   SIGNATURES

        The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.

                                          For Wipro Limited

                                          /S/ Azim H. Premji
                                          --------------------------------------
Bangalore, India                          Azim H. Premji,
June 5, 2002                              Chairman and Managing Director


                                          /S/ Suresh C. Senapaty
                                          --------------------------------------
                                          Suresh C. Senapaty,
                                          Executive Vice President, Finance


                                       46
<PAGE>

                                 EXHIBIT INDEX

<TABLE>
EXHIBIT
NUMBER      DESCRIPTION
------      -----------
<S>         <C>
 *3.1     Articles of Association of Wipro Limited, as amended.

 *3.2     Memorandum of Association of Wipro Limited, as amended.

 *3.3     Certificate of Incorporation of Wipro Limited, as amended.

 *4.1     Form of Deposit Agreement (including as an exhibit, the form of
          American Depositary Receipt).

 *4.2     Wipro's specimen certificate for equity shares.

*10.1     1999 Employee Stock Option Plan.

*10.2     2000 Employee Stock Option Plan.

*10.3     Wipro Equity Reward Trust.

*10.4     2000 ADS Option Plan.

*10.5     Form of Indemnification Agreement.

*10.6     Asset Credit Scheme Loan between Wipro Limited and ICICI Limited,
          dated September 19, 1996, as amended.

*10.7     Share Purchase Agreement between Wipro Limited and ICICI Limited,
          for shares of Wipro Net Limited, dated December 28, 1999.

*10.8     Option Agreement between Wipro Limited and ICICI Limited, dated
          December 28, 1999.

*10.9     Pledge Agreement by Azim H. Premji and ICICI Limited, dated December
          28, 1999.

 13.1     Wipro Limited Annual Report for Fiscal 2002.

*21.1     List of Wipro's subsidiaries.

 99.1     Proxy Information Statement to holders of American Depositary
          Shares.

 99.2     Proxy Information Statement to holders of Equity Shares.

 99.3     Proxy Form to holders of American Depositary Shares.

 99.4     Proxy Form to holders of Equity Shares.
</TABLE>
---------------
* Incorporated by reference to exhibits filed with the Registrant's
  Registration Statement on Form F-1 (File No. 333-46278) in the form declared
  effective September 26, 2000.