##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 20-F
  o
    
    Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934
 þ
    
    Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2008
 o
    
    Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 o
    
    Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Commission File Number 001-16139
 WIPRO LIMITED
  Not Applicable
 
 Karnataka, India
 
 Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011
 
 Suresh
C Senapaty, Chief Financial Officer and Director 
Phone: +91 80 28440055; Fax: +91 80 28440104
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class

None
    
    Name of Each Exchange on Which Registered
Not applicable
 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.
  Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 Not Applicable
  Equity Shares.
 þ o
 o þ
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
  U.S. GAAP
    
    þ
    
    International Financial reporting Standards as used by the International Accounting Standards Board
    
    o
    
    Others
    
    o
 o þ




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Currency of Presentation and Certain Defined Terms
    Forward-Looking Statements May Prove Inaccurate
   2




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##### 



TABLE OF CONTENTS
 Part I -
    
    
    
    
    4Item 1.
    
    Identity of Directors, Senior Management and Advisers
    
    
    4Item 2.
    
    Offer Statistics and Expected Timetable
    
    
    4Item 3.
    
    Key Information
    
    
    5Item 4.
    
    Information on the Company
    
    
    20Item 4A
    
    Unresolved Staff Comments
    
    
    39Item 5.
    
    Operating and Financial Review and Prospects
    
    
    39Item 6.
    
    Directors, Senior Management and Employees
    
    
    61Item 7.
    
    Major Shareholders and Related Party Transactions
    
    
    69Item 8.
    
    Financial Information
    
    
    70Item 9.
    
    The Offer and Listing
    
    
    71Item 10.
    
    Additional Information
    
    
    75Item 11.
    
    Quantitative and Qualitative Disclosure About Market Risk
    
    
    94Item 12.
    
    Description of Securities Other than Equity Securities
    
    
    95Part II -
    
    
    
    
    95Item 13.
    
    Defaults, Dividend Arrearages and Delinquencies
    
    
    95Item 14.
    
    Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    95Item 15.
    
    Controls and Procedures
    
    
    95Item 16 A.
    
    Audit Committee Financial Expert
    
    
    98Item 16 B.
    
    Code of Ethics
    
    
    98Item 16 C.
    
    Principal Accountant Fees and Services
    
    
    98Item 16 D.
    
    Exemptions from the Listing Standards for Audit Committees
    
    
    100Item 16 E.
    
    Purchase of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    100Part III -
    
    
    
    
    100Item 17.
    
    Financial Statements
    
    
    100Item 18.
    
    Financial Statements
    
    
    101Item 19.
    
    Exhibits
    
    
    139EXHIBIT 4.11EXHIBIT 12.1EXHIBIT 12.2EXHIBIT 13EXHIBIT 23.1EXHIBIT 99.5EXHIBIT 99.6EXHIBIT 99.7EXHIBIT 99.8EXHIBIT 99.9
  3




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Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  4




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Item 3. Key Information
 Summary of Selected Consolidated Financial Data
  (In millions, except per equity share data)2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2008Conveniencetranslation intoUS$Consolidated statements of income
data:Revenues:Global IT Services and ProductsIT Services and Products
    
    Rs.
    39,102
    
    
    Rs.
    54,280
    
    
    Rs.
    73,061
    
    
    Rs.
    101,509
    
    
    Rs.
    124,599
    
    
    $
    3,113BPO Services
    
    
    4,363
    
    
    
    6,433
    
    
    
    7,664
    
    
    
    9,413
    
    
    
    11,588
    
    
    
    290India and AsiaPac IT Services and
ProductsServices
    
    
    3,109
    
    
    
    4,709
    
    
    
    6,097
    
    
    
    8,368
    
    
    
    12,031
    
    
    
    301Products
    
    
    6,305
    
    
    
    8,694
    
    
    
    10,380
    
    
    
    15,520
    
    
    
    22,497
    
    
    
    562Consumer Care and Lighting
    
    
    3,567
    
    
    
    4,555
    
    
    
    5,625
    
    
    
    7,558
    
    
    
    14,639
    
    
    
    366Others
    
    
    1,987
    
    
    
    2,681
    
    
    
    3,280
    
    
    
    7,063
    
    
    
    12,074
    
    
    
    302Total
    
    
    58,433
    
    
    
    81,353
    
    
    
    106,107
    
    
    
    149,431
    
    
    
    197,428
    
    
    
    4,933Cost of revenues:Global IT Services and ProductsIT Services and Products
    
    
    25,047
    
    
    
    33,780
    
    
    
    46,986
    
    
    
    66,818
    
    
    
    85,865
    
    
    
    2,146BPO Services
    
    
    2,884
    
    
    
    4,740
    
    
    
    5,810
    
    
    
    6,173
    
    
    
    7,674
    
    
    
    192India and AsiaPac IT Services and
ProductsServices
    
    
    1,661
    
    
    
    2,679
    
    
    
    3,549
    
    
    
    4,612
    
    
    
    6,749
    
    
    
    169Products
    
    
    5,643
    
    
    
    7,815
    
    
    
    9,286
    
    
    
    13,943
    
    
    
    19,864
    
    
    
    496Consumer Care and Lighting
    
    
    2,355
    
    
    
    2,926
    
    
    
    3,556
    
    
    
    4,905
    
    
    
    8,683
    
    
    
    217Others
    
    
    1,410
    
    
    
    1,914
    
    
    
    2,460
    
    
    
    5,749
    
    
    
    9,996
    
    
    
    249Total
    
    
    39,000
    
    
    
    53,855
    
    
    
    71,647
    
    
    
    102,200
    
    
    
    138,831
    
    
    
    3,469Gross profit
    
    
    19,433
    
    
    
    27,498
    
    
    
    34,460
    
    
    
    47,231
    
    
    
    58,597
    
    
    
    1,464Operating expenses:Selling and marketing expenses
    
    
    (5,278
    )
    
    
    (5,466
    )
    
    
    (6,764
    )
    
    
    (9,173
    )
    
    
    (13,807
    )
    
    
    (345
    )General and administrative
expenses
    
    
    (3,172
    )
    
    
    (3,744
    )
    
    
    (5,239
    )
    
    
    (7,639
    )
    
    
    (10,820
    )
    
    
    (270
    )Amortization of intangible assets
    
    
    (308
    )
    
    
    (140
    )
    
    
    (64
    )
    
    
    (269
    )
    
    
    (616
    )
    
    
    (15
    )Other operating income/ (expenses)
    
    
    226
    
    
    
    (291
    )
    
    
    (340
    )
    
    
    (244
    )
    
    
    360
    
    
    
    9Operating income
    
    
    10,901
    
    
    
    17,857
    
    
    
    22,053
    
    
    
    29,906
    
    
    
    33,714
    
    
    
    842Gain/ (loss) on sale of stock by
affiliates, including direct issue
of stock by affiliate
    
    
    (206
    )
    
    
    (207
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other income/ (expense), (net)
    
    
    868
    
    
    
    800
    
    
    
    1,196
    
    
    
    2,628
    
    
    
    2,167
    
    
    
    54Equity in earnings / (losses) of
affiliates
    
    
    96
    
    
    
    158
    
    
    
    288
    
    
    
    318
    
    
    
    257
    
    
    
    6Income before income taxes,
minority interest and cumulative
effect of changes in accounting
policy
    
    
    11,659
    
    
    
    18,608
    
    
    
    23,537
    
    
    
    32,852
    
    
    
    36,138
    
    
    
    903Income taxes
    
    
    (1,611
    )
    
    
    (2,694
    )
    
    
    (3,265
    )
    
    
    (3,723
    )
    
    
    (3,873
    )
    
    
    (97
    )Minority interest
    
    
    (56
    )
    
    
    (81
    )
    
    
    (1
    )
    
    
    
    
    
    
    (24
    )
    
    
    (1
    )Income before cumulative effect of
change in accounting principle
    
    
    9,992
    
    
    
    15,833
    
    
    
    20,271
    
    
    
    29,129
    
    
    
    32,241
    
    
    
    806Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    Net income
    
    Rs.
    9,992
    
    
    Rs.
    15,833
    
    
    Rs.
    20,271
    
    
    Rs.
    29,168
    
    
    Rs.
    32,241
    
    
    $
    806Earnings per share:BasicIncome before cumulative effect
of change in accounting
principle
    
    
    7.20
    
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.42
    
    
    
    22.23
    
    
    
    0.56Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    
 5




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(In millions, except per equity share data)2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2008Conveniencetranslation intoUS$Net income
    
    
    7.20
    
    
    
    11.38
    
    
    
    14.41
    
    
    
    20.45
    
    
    
    22.23
    
    
    
    0.56DilutedIncome before cumulative effect
of change in accounting
principle
    
    
    7.20
    
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.17
    
    
    
    22.16
    
    
    
    0.55Cumulative effect of change in
accounting principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Net income
    
    
    7.20
    
    
    
    11.29
    
    
    
    14.24
    
    
    
    20.20
    
    
    
    22.16
    
    
    
    0.55Cash dividend per equity share
    
    
    0.17
    
    
    
    4.84
    
    
    
    2.50
    
    
    
    10.00
    
    
    
    3.00
    
    
    
    0.07Additional data:Revenue by segmentIT Services and Products
    
    Rs.
    39,412
    
    
    Rs.
    54,256
    
    
    Rs.
    72,887
    
    
    Rs.
    101,353
    
    
    Rs.
    124,707
    
    
    $
    3,116BPO Services
    
    
    4,363
    
    
    
    6,433
    
    
    
    7,626
    
    
    
    9,389
    
    
    
    11,570
    
    
    
    289Global IT Services and Products
    
    Rs.
    43,775
    
    
    Rs.
    60,689
    
    
    Rs.
    80,513
    
    
    Rs.
    110,742
    
    
    
    136,277
    
    
    
    3,405India and AsiaPac IT Services and
Products
    
    
    9,445
    
    
    
    13,395
    
    
    
    16,475
    
    
    
    23,863
    
    
    
    34,602
    
    
    
    865Consumer Care and Lighting
    
    
    3,567
    
    
    
    4,555
    
    
    
    5,625
    
    
    
    7,563
    
    
    
    14,619
    
    
    
    365Others
    
    
    1,985
    
    
    
    2,674
    
    
    
    3,285
    
    
    
    7,066
    
    
    
    12,055
    
    
    
    301Reconciling items
    
    
    (339
    )
    
    
    40
    
    
    
    209
    
    
    
    197
    
    
    
    (125
    )
    
    
    (3
    )Total
    
    Rs.
    58,433
    
    
    Rs.
    81,353
    
    
    Rs.
    106,107
    
    
    Rs.
    149,431
    
    
    Rs.
    197,428
    
    
    $
    4,993Operating income by segmentIT Services and Products
    
    Rs.
    8,505
    
    
    Rs.
    14,817
    
    
    Rs.
    18,399
    
    
    Rs.
    24,399
    
    
    Rs.
    26,059
    
    
    $
    651BPO Services
    
    
    795
    
    
    
    1,008
    
    
    
    1,010
    
    
    
    2,128
    
    
    
    2,558
    
    
    
    64Global IT Services and Products
    
    Rs.
    9,300
    
    
    Rs.
    15,825
    
    
    Rs.
    19,409
    
    
    Rs.
    26,527
    
    
    Rs.
    28,617
    
    
    $
    715India and AsiaPac IT Services and
Products
    
    
    761
    
    
    
    970
    
    
    
    1,404
    
    
    
    2,039
    
    
    
    2,740
    
    
    
    68Consumer Care and Lighting
    
    
    546
    
    
    
    671
    
    
    
    799
    
    
    
    1,067
    
    
    
    1,841
    
    
    
    46Others
    
    
    308
    
    
    
    466
    
    
    
    487
    
    
    
    384
    
    
    
    877
    
    
    
    22Reconciling items
    
    
    (14
    )
    
    
    (75
    )
    
    
    (46
    )
    
    
    (111
    )
    
    
    (363
    )
    
    
    (9
    )Total
    
    Rs.
    10,901
    
    
    Rs.
    17,857
    
    
    Rs.
    22,053
    
    
    Rs.
    29,906
    
    
    Rs.
    33,714
    
    
    $
    842Consolidated Balance Sheet Data:Cash and cash equivalents
    
    Rs.
    3,297
    
    
    Rs.
    5,671
    
    
    Rs.
    8,858
    
    
    Rs.
    12,412
    
    
    Rs.
    39,270
    
    
    $
    981Restricted cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,238
    
    
    
    
    
    
    
    Investments in liquid and
short-term mutual funds
    
    
    18,479
    
    
    
    22,958
    
    
    
    30,315
    
    
    
    32,410
    
    
    
    14,808
    
    
    
    370Working capital (1)
    
    
    30,649
    
    
    
    36,449
    
    
    
    50,691
    
    
    
    57,444
    
    
    
    53,643
    
    
    
    1,340Total assets
    
    
    57,738
    
    
    
    72,075
    
    
    
    102,827
    
    
    
    146,084
    
    
    
    224,502
    
    
    
    5,610Total debt (excluding capital lease
obligation)
    
    
    969
    
    
    
    564
    
    
    
    705
    
    
    
    3,757
    
    
    
    43,732
    
    
    
    1,093Total stockholders equity
    
    
    46,364
    
    
    
    56,729
    
    
    
    78,764
    
    
    
    101,468
    
    
    
    129,354
    
    
    
    3,232
 
 Notes:1.
    
    Working capital equals current assets less current liabilities. 6




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Exchange Rates
   Fiscal Year Ended March 31,
    
    Period End
    
    Average
    
    High
    
    Low2008
    
    Rs.
    40.02
    
    
    Rs.
    40.13
    
    
    Rs.
    43.05
    
    
    Rs.
    38.482007
    
    
    43.10
    
    
    
    45.06
    
    
    
    46.83
    
    
    
    42.782006
    
    
    44.48
    
    
    
    44.21
    
    
    
    46.26
    
    
    
    43.052005
    
    
    43.62
    
    
    
    44.87
    
    
    
    46.45
    
    
    
    43.272004
    
    
    43.40
    
    
    
    45.78
    
    
    
    47.46
    
    
    
    43.40
   Month
    
    High
    
    LowApril 2008
    
    
    40.45
    
    
    
    39.73March 2008
    
    
    40.46
    
    
    
    39.76February 2008
    
    
    40.11
    
    
    
    39.12January 2008
    
    
    39.55
    
    
    
    39.13December 2007
    
    
    39.55
    
    
    
    39.29November 2007
    
    
    39.68
    
    
    
    39.11
 Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
  7




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RISK FACTORS
  Risks Related to our Company and our Industry
 Our revenues and expenses are difficult to predict because they can fluctuate significantly
given the nature of the markets in which we operate. This increases the likelihood that our results
could fall below the expectation of market analysts, which could cause the price of our equity
shares and ADSs to decline.
  
    
    the size, complexity, timing, pricing terms and profitability of significant
projects or product orders;
    
    changes in our pricing policies or those of our competitors;
    
    the proportion of services we perform at our clients sites rather than at our
offshore facilities;
    
    seasonal changes that affect the mix of services we provide to our clients or the
relative proportion of services and product revenue;
    
    seasonal changes that affect purchasing patterns among our consumers of desktops,
notebooks, servers, communication devices, consumer care and other products;
    
    unanticipated cancellations, contract terminations or deferral of projects or those
occurring as a result of our clients reorganizing their operations;
    
    the duration of tax holidays or exemptions and the availability of other Government
of India incentives;
    
    the effect of seasonal hiring patterns and the time we require to train and
productively utilize our new employees;
    
    unanticipated variations in the duration, size and scope of our projects, as well as
changes in the corporate decision-making process of our clients;
    
    currency exchange fluctuations; and
    
    other economic and political factors.
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If we do not continue to improve our administrative, operational and financial personnel and
systems to manage our growth, the value of our shareholders investment may be harmed.
  
    
    recruiting and retaining sufficiently skilled technical, marketing and management
personnel;
    
    adhering to our high quality standards;
    
    maintaining high levels of client satisfaction;
    
    developing and improving our internal administrative infrastructure, particularly
our financial, operational, communications and other internal systems; and
    
    preserving our culture, values and entrepreneurial environment.
  Intense competition in the market for IT services could adversely affect our cost advantages,
and, as a result, decrease our revenues.
  We may face difficulties in providing end-to-end business solutions for our clients that could
cause clients to discontinue their work with us, which in turn could harm our business.
    9




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Our success depends in large part upon the ability of our management team and other highly
skilled professionals. If we fail to retain and attract these personnel, our business may be unable
to grow and our revenue could decline, which may decrease the value of our shareholders
investment.
    Currency exchange rate fluctuations in various currencies in which we do business, could
negatively impact our revenue and operating results.
   A substantial portion of our revenues is derived from clients based in the U.S. or Europe and
from certain specific industries. Economic slowdown in the U.S. or Europe which impacts the
economic health of companies in the U.S. or Europe or any particular industry we address would
adversely impact our revenues and profitability.
   10




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Our Global IT Services and Products service revenue depends to a large extent on a small
number of clients, and our revenue could decline if we lose a major client.
   Restrictions on immigration in the U.S. may affect our ability to compete for and provide
services to clients in the United States, which could hamper our growth and cause our revenue to
decline.
       11




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Our global operations expose us to numerous and sometimes conflicting legal and regulatory
requirements, and violation of these regulations could harm our business
   Anti-outsourcing legislation, if adopted, could adversely affect our business, financial
condition and results of operations and impair our ability to service our customers.
    12




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We focus on high-growth industries, such as networking and communications. Any decrease in
demand for technology in such industries may significantly decrease the demand for our services,
which may impair our growth and cause our revenue to decline.
  Our failure to complete fixed-price, fixed-timeframe contracts on budget and on time may
negatively affect our profitability, which could decrease the value of our shareholders
investment.
  Disruptions in telecommunications could harm our service model, which could result in a
reduction of our revenue.
  We may be liable to our clients for damages caused by disclosure of confidential information
or system failures.
  We are investing substantial cash assets in new facilities and physical infrastructures and
our profitability could be reduced if our business does not grow proportionately.
  13




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Our international operations subject us to risks inherent in doing business on an
international level that could harm our operating results.
  Our business will suffer if we fail to anticipate and develop new services and enhance
existing services in order to keep pace with rapid changes in technology and the industries on
which we focus.
  Most of our client contracts can typically be terminated without cause and with little or no
notice or penalty, which could negatively impact our revenue and profitability.
  
    
    financial difficulties for a client;
    
    a change in strategic priorities, resulting in a reduced level of IT spending;
    
    a demand for price reductions; and
    
    a change in outsourcing strategy by moving more work to client in-house IT
departments or to our competitors.
 We may engage in future acquisitions, investments, strategic partnerships or other ventures
that may harm our performance, dilute our shareholders ownership and cause us to incur debt or
assume contingent liabilities.
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Some of our long-term client contracts contain benchmarking provisions which, if triggered
could result in lower contractual revenues and profitability in the future.
  We may be liable to our clients for damages caused by system failures, which could damage our
reputation and cause us to lose customers.
  Compliance with new and changing corporate governance and public disclosure requirements adds
uncertainty to our compliance policies and increases our costs of compliance.
    Risks Related to Investments in Indian Companies and International Operations generally.
  15




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Wages in India have historically been lower than wages in the United States and Europe, which
has been one of our competitive advantages. Wage increases in India may prevent us from sustaining
this competitive advantage and may reduce our profit margins.
  We would realize lower tax benefits if the special tax holiday scheme for units set up in
special economic zones is substantially modified
   Our net income would decrease if the Government of India imposes additional taxes or withdraws
or reduces tax benefits or other incentives
    In the event that the Government of India or the government of another country changes its tax
policies in a manner that is adverse to us, our tax expense may materially increase, reducing our
profitability.
  16




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We operate in jurisdictions that impose transfer pricing and other tax-related regulations on
us, and any failure to comply could materially and adversely affect our profitability.
  Terrorist attacks or a war could adversely affect our business, results of operations and
financial condition.
  The markets in which we operate are subject to the risk of earthquakes, floods and other
natural disasters.
  Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our
operations and cause our business to suffer.
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Political instability in the Indian Government could delay the liberalization of the Indian
economy and adversely affect economic conditions in India in general, which could in return impact
our financial results and prospects.
   Indian law limits our ability to raise capital outside India and may limit the ability of
others to acquire us, which could prevent us from operating our business or entering into a
transaction that is in the best interests of our shareholders.
  Our ability to acquire companies organized outside India depends on the approval of the
Government of India. Our failure to obtain approval from the Government of India for acquisition of
companies organized outside India may restrict our international growth, which could negatively
affect our revenue.
  
    
    if the transaction consideration is paid in cash, up to 400% of the networth
of the acquiring Company;
    
    Acquisition is funded with cash from the acquiring companys existing foreign
currency accounts or with cash proceeds from the issue of ADRs/GDRs; or
    
    if the transaction consideration is paid in stock (i.e., by issue of
ADRs/GDRs), up to ten times the acquiring companys previous fiscal years
export earnings.
  18




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It may be difficult for you to enforce any judgment obtained in the United States against us,
the selling shareholders or our affiliates.
   The laws of India do not protect intellectual property rights to the same extent as those of
the United States, and we may be unsuccessful in protecting our intellectual property rights.
Unauthorized use of our intellectual property may result in development of technology, products or
services which compete with our products. We may also be subject to third-party claims of
intellectual property infringement.
    Risks Related to the ADSs
 Sales of our equity shares may adversely affect the prices of our equity shares and the
ADSs.
  19




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An active or liquid trading market for our ADSs is not assured.
  Indian law imposes foreign investment restrictions that limit a holders ability to convert
equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market
price of our equity shares.
   An investor in our ADSs may not be able to exercise preemptive rights for additional shares
and may thereby suffer dilution of his or her equity interest in us.
  ADS holders may be restricted in their ability to exercise voting rights.
  
 Item 4. Information on the Company
 History and Development of the Company
  20




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Industry Overview
 IT Services and Products
   
    
    providing decision makers with real-time data from disparate IT systems to enhance
the effectiveness of the decision making process;
    
    realizing measurable cost efficiencies;
    
    realizing a defined return on investment on their IT spending;
    
    reducing the cycle time of introducing new software applications, commonly known as
time-to- application advantage;
    
    reducing the time it takes to develop new technologies, commonly known as
time-to-market advantage; and
    
    increasing the focus on core activities by outsourcing IT infrastructure to
integrated IT service providers
   Increasing Trend Towards Offshore Technology Services.
  21




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
    
    India based sourcing offers significant cost advantages in terms of accessing highly
skilled talent at lower wage costs and productivity gains that can be derived from
having a very competent employee base. According to NASSCOMs Strategic Review 2007,
the cost advantage achievable from outsourcing to India is unlikely to go away due to
an absolute cost advantage vis-à-vis other key markets and the prospect of further
reductions in infrastructure and overhead costs.
    
    India-based IT companies have proven their ability to deliver IT services that
satisfy the requirements of international clients who expect the highest quality
standards. According to NASSCOMs Strategic Review Report 2007, India based centers
(both Indian firms as well as MNC owned captives) constitute the largest number of
quality certifications achieved by any single country. As of December 2007, over 480
Indian companies had acquired quality certifications with 86 companies certified at SEI
CMM level 5.
    
    India has a large, highly skilled English-speaking labor pool that is available at a
relatively low labor cost. According to NASSCOM Strategic Review Report 2008, the
Indian IT industry employed nearly 1,996,000 software professionals as of 2007-08,
making it one of the largest employers in the IT services industry. According to the
same report, India has the largest pool of suitable off-shore talent  accounting for
28% of the suitable pool available across all offshore destinations.
    
    With the time differential between India and its largest market, the United States,
Indian companies are able to provide a combination of onsite and offshore services on a
24-hour basis on specific projects.
    
    The Indian IT industry has been the primary beneficiary of the rapid transformation
of the telecom sector since it was deregulated to allow private participation, with the
cost of international connectivity declining rapidly and service level quality
improving significantly. This cost advantage is likely to continue due to lower
penetration levels and a growing consumer base.
 BPO Services
  India and Asia Pac IT Services and Products
    Consumer Care and Lighting
  22




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Business Overview
    Our overall business strategy
 Aggressively build awareness of the Wipro brand name
  Pursue selective acquisition of IT companies
  Sustain growth in operating income and cash flow of our traditional businesses
  23




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##### Table of Contents



Applied innovation
  Continue development of our deep industry knowledge
  Segment overview
 Global IT Services and Products
   Our strategy
 Significantly expand our IT Services and Products business and our BPO Services business
  
    
    Identify and develop service offerings in emerging growth areas as separate business
opportunities. Currently we are focusing on areas such as business intelligence services,
package implementation, niche consulting, data warehousing and network storage;
    
    Increase our share of the total IT spending by our large customers through focused account
management and more effective selling of all service lines to our existing customers;
    
    Develop industry specific point solutions and use them as entry strategies by demonstrating
industry knowledge and understanding of customer businesses and the benefits of outsourcing;
    
    Offer new pricing models, sharing the risks and rewards of the impact of IT solutions on
business, productivity improvements and timeliness of delivery;
    
    Use efficient global sourcing models to source IT services from various geographies and
develop methodologies to develop and integrate solutions from around the globe;
    
    Leverage our experience in providing IT infrastructure management services in the Indian
market and data center capabilities of Infocrossing to expand our technology infrastructure
support services;
    
    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;
    
    Expand our market presence by providing enterprise application integration and system
integration services;
    
    Expand our service line by investing on eBusiness solutions around information security,
business intelligence and information system, service oriented architecture and web based
applications; and
    
    Expand our business consulting services and position consulting services as strategic
differentiator over other competing entities.
 24




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##### Table of Contents



Increase the number of clients and penetration with such clients of our IT Services and Products
and our BPO Services
   Service offering
 IT Services and Products
  Enterprise Solutions Business
   Customised applications.
 
    
    Development.We offer well-defined and mature application development processes over
a broad spectrum of technology areas that include client or server applications,
object-oriented software, Internet or intranet applications and mainframe applications.
For example, we were engaged by a healthcare provider in US to develop a suite of
Healthcare management products based on highly customizable J2EE application. We
managed the entire program including use case elaboration, enterprise architecture,
system design, and development and testing. We developed a customizable and
re-configurable web-based solution for processing and tracking claims and enrolling
members and service providers. The solution facilitated real time monitoring of
business processes, reduction in claim processing lead time and improved productivity
by over 60%.
    
    Re-engineering.We study a clients business processes and existing systems and
convert or redevelop them to improve efficiency and reduce costs. For example, we were
engaged by a cruise operator in U.S. to re-engineer its reservation platform. We
re-engineered the reservation platform to facilitate common platform across sales
channels, transitioned existing data into the new workflow and re-engineered database
to enhance user experience and minimize service failures.
 25




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
    
    Maintenance.To meet the needs of a changing business environment with limited internal
resource utilization, we maintain legacy software applications that require frequent
upgrades. Our maintenance services also support a distributed delivery environment
wherein work responsibilities can be effectively divided between the various
organizations depending on the criticality of the requests.
 Enterprise business integration (EBI) services.
 Enterprise application service.
 Business intelligence and data warehousing.
 Package implementation.
 Consulting.
 Testing Services.
 Technology Infrastructure Support Services
    Research and Development Services
  26




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##### Table of Contents



Hardware design and development.
 Product Strategy & Architecture (PSA) .
 Engineering Design Services.
 Multimedia.
 Telecommunications and service providers.
 Semiconductor IP.
 Our Global Delivery Model
  The Offshore Development Center.
 The Nearshore Development Center.
 27




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##### Table of Contents



Our Clients
  Number of clients inYear ended
    
    Year ended
    
    Year endedMarch 31,
    
    March 31,
    
    March 31,Per client revenue($)
    
    2006
    
    2007
    
    20081-3 million
    
    
    103
    
    
    
    119
    
    
    
    1243-5 million
    
    
    30
    
    
    
    36
    
    
    
    56>5 million
    
    
    79
    
    
    
    100
    
    
    
    118Total
    
    
    212
    
    
    
    255
    
    
    
    298
  Sales and Marketing
  
    
    by the vertical market segment of our clients business;
    
    by the geographic region in which our client is located; and
    
    by the specific practice specialization or skill set that our client requires.
  Competition
  28




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
    
    the ability of our competitors to attract, retain and motivate highly skilled IT
services professionals;
    
    the extent to which our international competitors expand their operations in India
and benefit from the favorable wage differential;
    
    the price at which our competitors offer their services; and
    
    the extent to which our competitors can respond to a clients needs.
  Business Process Outsourcing (BPO) Services
   
    
    customer interaction services, such as IT-enabled customer services, marketing
services, technical support services and IT helpdesks;
    
    finance and accounting services, such as accounts payable and accounts receivable
processing; and
    
    process improvement services that provide benefits of scale for repetitive processes
like claims processing, mortgage processing and document management.
   India and AsiaPac IT Services and Products
  29




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Our strategy
 Focus on services-led growth in India and AsiaPac IT Services and Products segment
  Service offering
   
    
    technology products;
    
    technology integration, IT management and infrastructure outsourcing services;
    
    custom application development, application integration, package implementation and
maintenance; and
    
    consulting.
 Services and Products
 Technology Products.
 Product Support.
 Custom application development.
 Consulting.
 Clients
  Sales and Marketing
  30




---



##### Table of Contents



Competition
  Consumer Care and Lighting
   Products
 Personal care
products.
 Soaps and toiletries
 Lighting
 Sales and Marketing
    Competition
  31




---



##### Table of Contents



Raw Materials and Manufacturing
    Wipro Infrastructure Engineering Limited
   Wipro GE Medical Systems Private Limited
  Our Competitive Strengths
  Comprehensive range of IT services
  32




---



##### Table of Contents



World-class quality as measured by SEI-CMM and Six Sigma initiatives
  Service offerings in emerging growth areas
  Broad range of research and development services
  Global delivery model
  
    
    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.
 33




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##### Table of Contents



Established track record with premier international customer base
   
    
    the type of clients we target are likely to maintain or increase their IT
outsourcing budgets;
    
    our ODCs support critical IT applications of our large clients, so the clients 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
  Robust systems and processes to support growth in business
  Broad distribution network and strong sales force in India
  Strong brand recognition in the Indian market
  34




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##### Table of Contents



Markets and Sales Revenue
  (In millions)
 Year ended March 31,2006
    
    
    2007
    
    
    2008India
    
    Rs.
    21,804
    
    
    Rs.
    30,650
    
    
    Rs.
    46,891United States
    
    
    53,481
    
    
    
    72,846
    
    
    
    87,552Europe
    
    
    24,310
    
    
    
    36,972
    
    
    
    48,259Rest of the world
    
    
    6,512
    
    
    
    8,963
    
    
    
    14,726Rs.
    106,107
    
    
    Rs.
    149,431
    
    
    Rs.
    197,428
 Intellectual Property
      Effect of Government Regulation on our Business
  35




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##### Table of Contents



Organizational Structure
  Country ofDirect Subsidiaries
    
    Step subsidiaries
    
    IncorporationWipro Inc.
    
    
    
    
    
    U.S.Enthink Inc.
    
    
    
    U.S.Infocrossing Inc.
    
    
    
    U.S.Infocrossing EAS. Inc.
    
    U.S.Infocrossing Services Inc
    
    U.S.Infocrossing West Inc (A)
    
    U.S.Infocrossing Healthcare Services,
Inc
    
    U.S.Infocrossing. LLC, (A)
    
    U.S.Infocrossing I Conncetions, Inc.
    
    U.S.cMango Pte Limited
    
    
    
    
    
    SingaporeWipro Japan KK
    
    
    
    
    
    JapanWipro Shanghai Limited
    
    
    
    
    
    ChinaWipro Trademarks Holding Limited
    
    
    
    
    
    IndiaCygnus Negri
Investments Private
Limited
    
    
    
    IndiaWipro Travel Services Limited
    
    
    
    
    
    IndiaWipro Consumer Care Limited
    
    
    
    
    
    India
 36




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##### Table of Contents



Country ofDirect Subsidiaries
    
    Step subsidiaries
    
    IncorporationWipro Holdings (Mauritius) Limited
    
    
    
    
    
    MauritiusWipro Holdings UK Limited
    
    
    
    U.K.Wipro Technologies UK Limited
    
    U.K.BVPENTE Beteiligungsverwaltung
GmbH(A)
    
    Austria3D Networks FZ-LLC
    
    Dubai3D Networks (UK) Limited
    
    U.K.Wipro Cyprus Private Limited
    
    
    
    
    
    CyprusWipro Technologies S.A DE
C. V
    
    
    
    MexicoWipro BPO Philippines
Limited
    
    
    
    PhilippinesWipro Holdings Hungary Kft
    
    
    
    HungaryWipro Arabia Limited
    
    
    
    DubaiRetailBox BV
    
    
    
    NetherlandEnabler Informatica SA(A)
    
    PortugalWipro Technologies Limited, Russia
    
    RussiaWipro Technologies Oy
(formerly Saraware Oy)
    
    
    
    FinlandWipro Infrastructure
Engineering AB (formerly
Hydrauto Group AB)
    
    
    
    SwedenWipro Infrastructure Engineering
Oy (formerly Hydrauto Oy Ab
Pernion)
    
    FinlandHydrauto Celka Hidrolic San ve Tic
a.s
    
    TurkeyWipro Technologies SRL
    
    
    
    RomaniaWipro Singapore Pte Limited
    
    
    
    SingaporeUnza Holdings Limited (A)
    
    SingaporeWipro Technocentre (Singapore) Pte
Limited
    
    SingaporeWipro Australia Pty Limited
    
    
    
    
    
    Australia3D Networks Pte Limited
    
    
    
    
    
    SingaporePlanet PSG Pte Limited
    
    
    
    
    
    SingaporePlanet PSG SDN BHD
    
    
    
    MalaysiaSpectramind Inc.
    
    
    
    
    
    U.S.Wipro Chandrika Limited
    
    
    
    
    
    IndiaWMNETSERV Limited
    
    
    
    
    
    CyprusWMNETSERV (U.K.) Limited.
    
    
    
    U.K.WMNETSERV INC
    
    
    
    U.S.
   37




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(A)
    
    Step Subsidiary details of Infocrossing West, Inc., Infocrossing, LLC, and Unza
Holdings Limited are as follows : Country ofStep subsidiaries
    
    Step subsidiaries
    
    IncorporationInfocrossing West, Inc.
    
    
    
    
    
    U.S.Infocrossing Services West, Inc.
    
    
    
    U.S.Infocrossing, LLC,
    
    
    
    
    
    U.S.Infocrossing Services Southeast, Inc.
    
    
    
    U.S.Unza Company Pte
Limited
    
    
    
    
    
    SingaporeUnza Indochina Pte
Limited
    
    
    
    
    
    SingaporeUnza Vietnam Co., Limited
    
    
    
    VietnamUnza Cathay Limited
    
    
    
    
    
    Hong KongUnza China Limited
    
    
    
    
    
    Hong KongDongguan Unza Consumer Products
Limited.
    
    
    
    ChinaPT Unza Vitalis
    
    
    
    
    
    IndonesiaUnza Thailand Limited
    
    
    
    
    
    ThailandUnza Overseas Limited
    
    
    
    
    
    British virgin islandsUnza Africa Limited
    
    
    
    
    
    NigeriaUnza Middle East
Limited
    
    
    
    
    
    British virgin islandsUnza International
Limited
    
    
    
    
    
    British virgin islandsPositive Equity Sdn Bhd
    
    
    
    
    
    MalaysiaUnza Nusantara Sdn Bhd
    
    
    
    
    
    MalaysiaUnza Holdings Sdn Bhd
    
    
    
    MalaysiaUnza Malaysia Sdn Bhd
    
    
    
    MalaysiaUAA Sdn Bhd
    
    MalaysiaManufacturing Services Sdn Bhd
    
    
    
    MalaysiaShubido Pacific Sdn
Bhd
    
    MalaysiaGervas Corporation Sdn Bhd
    
    
    
    MalaysiaGervas (B) Sdn Bhd
    
    MalaysiaFormapac Sdn Bhd
    
    
    
    MalaysiaBVPENTE 
Beteiligungsverwaltung 
GmbH
    
    
    
    
    
    AustriaNew Logic Technologies GmbH
    
    
    
    AustriaNew Logic Technologies SARL
    
    
    
    FranceEnabler Informatica SAEnabler France SAS
    
    
    
    FranceEnabler UK Limited
    
    
    
    U.K.Enabler Brasil Limited
    
    
    
    BrazilEnabler & Retail Consult GmbH
    
    
    
    Germany
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Property, Plant and Equipment
      Material Plans to Construct, Expand and Improve Facilities
  Legal Proceedings
  
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
 Managements Discussion and Analysis of Financial Condition and Results of Operations
 Readers are cautioned that this discussion contains forward-looking statements that involve risks
and uncertainties. When used in this discussion, the words anticipate, believe, estimate,
intend ,could, may, plan, predict, should, would, will and expect and other
similar expressions as they relate to the company or our business are intended to identify such
forward-looking statements. These forward-looking statements speak only as of the date of this
report, and we undertake no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. Actual results, performances
or achievements could differ materially from those expressed or implied in such forward-looking
statements. Factors that could cause or contribute to such differences include those described
under the heading Risk Factors, as well as the other factors discussed in this report. Readers
are cautioned not to place undue reliance on these forward-looking statements. The following
discussion and analysis should be read in conjunction with our financial statements included herein
and the notes thereto.
 39




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##### Table of Contents



Overview
     Wipro Limited and subsidiariesYears ended March 31,2008
    
    2007
    
    2006
    
    Year on Year change(in millions except earnings per share data)
    
    2008-07
    
    2007-06Revenue
    
    Rs.
    197,428
    
    
    Rs.
    149,431
    
    
    Rs.
    106,107
    
    
    
    32
    %
    
    
    41
    %Cost of revenue
    
    
    (138,831
    )
    
    
    (102,200
    )
    
    
    (71,647
    )
    
    
    36
    %
    
    
    43
    %Gross profit
    
    
    58,597
    
    
    
    47,231
    
    
    
    34,460
    
    
    
    24
    %
    
    
    37
    %Gross margins
    
    
    29.7
    %
    
    
    31.6
    %
    
    
    32.5
    %
    
    
    (1.9
    %)
    
    
    (0.9
    %)Selling and marketing expenses
    
    
    13,807
    
    
    
    9,173
    
    
    
    6,764
    
    
    
    51
    %
    
    
    36
    %General and administrative expenses
    
    
    10,820
    
    
    
    7,639
    
    
    
    5,239
    
    
    
    42
    %
    
    
    46
    %Operating income
    
    
    33,714
    
    
    
    29,906
    
    
    
    22,053
    
    
    
    13
    %
    
    
    36
    %Net income
    
    
    32,241
    
    
    
    29,169
    
    
    
    20,270
    
    
    
    11
    %
    
    
    44
    %Earnings per shareBasic
    
    
    22.23
    
    
    
    20.45
    
    
    
    14.41Diluted
    
    
    22.15
    
    
    
    20.20
    
    
    
    14.24
  Year ended March 31,2006
    
    2007
    
    2008Percentage
    
    Percentage
    
    PercentageRevenue:Global IT Services and ProductsIT Services and Products (including Acquisitions)
    
    
    69
    
    
    
    68
    
    
    
    63BPO Services
    
    
    7
    
    
    
    6
    
    
    
    6Total
    
    
    76
    
    
    
    74
    
    
    
    69India and AsiaPac IT Services and Products
    
    
    16
    
    
    
    16
    
    
    
    18Consumer Care and Lighting
    
    
    5
    
    
    
    5
    
    
    
    7Others
    
    
    3
    
    
    
    5
    
    
    
    6100
    
    
    
    100
    
    
    
    100Operating Income:Global IT Services and ProductsIT Services and Products (including Acquisitions)
    
    
    84
    
    
    
    82
    
    
    
    77BPO Services
    
    
    5
    
    
    
    7
    
    
    
    8Total
    
    
    88
    
    
    
    89
    
    
    
    85India and AsiaPac IT Services and Products
    
    
    6
    
    
    
    7
    
    
    
    8Consumer Care and Lighting
    
    
    4
    
    
    
    3
    
    
    
    5Others
    
    
    2
    
    
    
    1
    
    
    
    2100
    
    
    
    100
    
    
    
    100
 40




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##### Table of Contents



Analysis of year ended March 31, 2008 and 2007
 §
    
    Our total revenues increased by 32%, this was driven primarily by a 23%, 45 %, 93% and 71%
increase in revenues from our Global IT Services and Products, India and AsiaPac IT Services
and Products, Consumer Care and Lighting and Others business segments, respectively.
 §
    
    As a percentage of total revenue, gross profit declined by 1.9%. This was primarily on
account of a decline in gross profit as a percentage of revenue from our Global IT Services
and Products segment from 34.1% for the year ended March 31, 2007 to 31.4 % for the year ended
March 31, 2008 and decline in gross profit as a percentage of revenue from our Others segment
from 18.7% for the year ended March 31, 2007 to 16.1% for the year ended March 31, 2008. This
was partially offset by an increase in gross profit as a percentage of revenue from our
Consumer Care and Lighting segment from 35.1% for the year ended March 31, 2007 to 40.6% for
the year ended March 31, 2008 and an increase in gross profit as a percentage of revenue from
our India and AsiaPac IT Services and Products segment from 22.2% for the year ended March 31,
2007 to 23.2% for the year ended March 31, 2008.
 §
    
    The increase of Rs.4,634 million or 51% in the selling and marketing expense was primarily
on account of an increase in selling and marketing expenses in our Consumer Care and Lighting
segment by Rs. 1,739 million, an increase in selling and marketing expenses in our India and
AsiaPac IT Services and Products segment by Rs. 1,602 million, an increase in the selling and
marketing expenses in our Global IT Services and Products segment by Rs. 1,095 million and an
increase in selling and marketing expenses in Others segment, including reconciling items, by
Rs. 198 million.
 §
    
    The increase of Rs. 3,181 million or 42% in the general and administrative expenses was
primarily on account of an increase in general and administrative expenses of our Global IT
Services and Products segment by Rs. 1,857 million, an increase in general and administrative
expenses of our Consumer Care and Lighting segment by Rs. 696 million, an increase in general
and administrative segment of our India and AsiaPac IT Services and Products segment by Rs.
426 million, and an increase in general and administrative expenses of Others segment,
including reconciling items, by Rs. 202 million.
 §
    
    As a result of the aforesaid factors, operating income increased by 13%.
 §
    
    Other income, net, decreased from Rs. 2,628 million for the year ended March 31, 2007 to
Rs. 2,167 million for the year ended March 31, 2008. The decrease in other income was
primarily due to an increase in interest expenses and translation losses relating to debt
denominated in foreign currency, on account of the increase in average outstanding debt during
the year ended March 31, 2008. This was partially offset by an increase in income from
investments in liquid and short-term instruments.
 §
    
    Income taxes increased by Rs. 150 million from Rs. 3,723 million for the year ended March
31, 2007 to Rs. 3,873 million for the year ended March 31, 2008. Our effective tax rate
decreased from 11.3% for the year ended March 31, 2007 to 10.7% for the year ended March 31,
2008. Adjusted for tax write-backs our effective tax rate declined from 13.5% for the year
ended March 31, 2007 to 12.2% for the year ended March 31, 2008. This decline was primarily
due to decrease in proportion of income subject to taxation in foreign jurisdictions.
 §
    
    Equity in earnings of affiliates for the year ended March 31, 2007 and 2008 was Rs. 318
million and Rs. 257 million respectively. Equity in earnings of affiliates of Rs. 318 million
for the year ended March 31, 2007 comprises equity in earnings of Wipro GE of Rs. 302 million,
net gain on sale of a portion of the interest in WeP Peripherals of Rs. 40 million and equity
in loss of WM Net Serv of Rs. 24 million. Equity in earnings of affiliates of Rs.257 million
for the year ended March 31, 2008 comprises equity in earnings of Wipro GE.
 §
    
    As a result of the aforesaid factors, net income increased by Rs. 3,072 million or 11% from
Rs. 29,169 million for the year ended March 31, 2007 to Rs. 32,241 million for the year ended
March 31, 2008.
 Analysis of year ended March 31, 2007 and 2006
 §
    
    Our total revenues increased by 41%, this was driven primarily by a 38%, 45%, 34% and 115%
increase in revenue from our Global IT Services and Products, India and AsiaPac IT Services
and Products, Consumer Care and Lighting and Others business segments, respectively.
 41




---



##### Table of Contents



§
    
    As a percentage of total revenue, gross profit declined marginally by 0.9%. This was primarily
on account of a decline in gross profit as a percentage of revenue from our Global IT Services
and Products segment from 34.4% for the year ended March 31, 2006 to 34.1% for the year ended
March 31, 2007, decline in gross profit margin as a percentage of revenues from our Consumer
Care and Lighting segment from 36.8% for the year ended March 31, 2006 to 35.1% for the year
ended March 31, 2007 and decline in gross profit margin as a percentage of revenues from our
Others segment from 25.1% for the year ended March 31, 2006 to 18.7% for the year ended March
31, 2007. Gross profit as a percentage of revenues from our India and AsiaPac IT Services and
Products segment remained constant at 22% for the years ended March 31, 2006 and 2007.
 §
    
    This increase of Rs. 2,409 million or 44% in selling and marketing expenses was primarily
on account of an increase in selling and marketing expenses in our Global IT Services and
Products segment by Rs. 1,158 million, an increase in selling and marketing expenses in our
India and AsiaPac IT Services and Products segment by Rs. 676 million, an increase in the
selling and marketing expenses in our Consumer Care and Lighting segment by Rs. 323 million
and an increase in selling and marketing expenses in Others segment, including reconciling
items, by Rs. 252 million.
 §
    
    This increase of Rs. 2,400 million or 46% in general and administrative expenses was
primarily on account of an increase in general and administrative expenses of our Global IT
Services and Products segment by Rs. 1,581 million, an increase in general and administrative
expenses of our India and AsiaPac IT Services and Products segment by Rs. 357 million, and an
increase in general and administrative expenses of Others segment, including reconciling
items, by Rs. 445 million.
 §
    
    As a result of the foregoing factors, operating income increased by 36%.
 §
    
    Other income, net, increased from Rs. 1,196 million for the year ended March 31, 2006 to
Rs. 2,628 million for the year ended March 31, 2007. The increase in other income was
primarily due to an increase in the average quantum of investments and an increase in the
average yield during the year ended March 31, 2007.
 §
    
    Income taxes increased by 14% from Rs. 3,265 million for the year ended March 31, 2006 to
Rs. 3,723 million for the year ended March 31, 2007. Our effective tax rate decreased from
13.9% for the year ended March 31, 2006 to 11.3% for the year ended March 31, 2007. Adjusted
for tax write-backs our effective tax rate declined from 14.6% for the year ended March 31,
2007 to 13.5% for the year ended March 31, 2008. This decrease was primarily attributable to
an increase in the share of income which is exempt from tax.
 §
    
    Equity in earnings of affiliates for the year ended March 31, 2006 and 2007 was Rs. 288
million and Rs. 318 million respectively. Equity in earnings of affiliates of Rs. 318 million
for the year ended March 31, 2007 comprises equity in earnings of Wipro GE of Rs. 302 million,
net gain on sale of a portion of the interest in WeP Peripherals of Rs. 40 million and equity
in loss of WM Net Serv of Rs. 24 million. Equity in earnings of affiliates of Rs. 288 million
for the year ended March 31, 2006 comprises equity in earnings of Wipro GE of Rs. 259 million
and equity in earnings of WeP Peripherals of Rs. 29 million.
 §
    
    As a result of the foregoing factors, net income increased by 44% from Rs. 20,270 million
for the year ended March 31, 2006 to Rs. 29,169 million for the year ended March 31, 2007.
 Segment Analysis
 Global IT Services and Products
   42




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##### Table of Contents



Global IT Services and Products
 Year ended March 31,
    
    Year on Year change2008
    
    2007
    
    2006
    
    2008-07
    
    2007-06(in millions)Revenue
    
    Rs.
    136,277
    
    
    Rs.
    110,742
    
    
    Rs.
    80,513
    
    
    
    23
    %
    
    
    38
    %Gross profit
    
    
    42,822
    
    
    
    37,752
    
    
    
    27,718
    
    
    
    13
    %
    
    
    36
    %Selling and marketing expenses
    
    
    (6,195
    )
    
    
    (5,100
    )
    
    
    (3,942
    )
    
    
    21
    %
    
    
    29
    %General and administrative expenses
    
    
    (7,582
    )
    
    
    (5,725
    )
    
    
    (4,144
    )
    
    
    32
    %
    
    
    38
    %Research and development expenses
    
    
    (405
    )
    
    
    (268
    )
    
    
    (202
    )
    
    
    51
    %
    
    
    33
    %Amortization of intangibles
    
    
    (424
    )
    
    
    (225
    )
    
    
    (31
    )
    
    
    
    
    
    
    Others, net
    
    
    401
    
    
    
    94
    
    
    
    10
    
    
    
    
    
    
    
    Operating income
    
    
    28,617
    
    
    
    26,528
    
    
    
    19,409
    
    
    
    8
    %
    
    
    37
    %Gross margin
    
    
    31.4
    %
    
    
    34.1
    %
    
    
    34.4
    %
    
    
    (2.7
    %)
    
    
    (0.3
    %)Operating margin
    
    
    21.0
    %
    
    
    23.9
    %
    
    
    24.1
    %
    
    
    (2.9
    %)
    
    
    (0.2
    %)
  IT Services and Products (including acquisitions)
 Year ended March 31,
    
    Year on Year change2008
    
    2007
    
    2006
    
    2008-07
    
    2007-06(in millions)Revenue
    
    
    124,707
    
    
    
    101,353
    
    
    
    72,887
    
    
    
    23
    %
    
    
    39
    %Gross profit
    
    
    38,913
    
    
    
    34,536
    
    
    
    25,901
    
    
    
    13
    %
    
    
    33
    %Selling and marketing expenses
    
    
    (6,016
    )
    
    
    (5,000
    )
    
    
    (3,893
    )
    
    
    20
    %
    
    
    28
    %General and administrative expenses
    
    
    (6,415
    )
    
    
    (4,742
    )
    
    
    (3,392
    )
    
    
    35
    %
    
    
    40
    %Research and development expenses
    
    
    (405
    )
    
    
    (268
    )
    
    
    (202
    )
    
    
    51
    %
    
    
    33
    %Amortization of intangibles
    
    
    (419
    )
    
    
    (220
    )
    
    
    (26
    )
    
    
    
    
    
    
    Others, net
    
    
    401
    
    
    
    94
    
    
    
    10
    
    
    
    
    
    
    
    Operating income
    
    
    26,059
    
    
    
    24,400
    
    
    
    18,398
    
    
    
    8
    %
    
    
    33
    %Gross margin
    
    
    31.2
    %
    
    
    34.1
    %
    
    
    35.5
    %
    
    
    (2.9
    %)
    
    
    (1.4
    %)Operating margin
    
    
    20.9
    %
    
    
    24.1
    %
    
    
    25.2
    %
    
    
    (3.2
    %)
    
    
    (1.1
    %)
   43




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##### Table of Contents



BPO Services
 Year ended March 31,
    
    Year on Year change2008
    
    2007
    
    2006
    
    2008-07
    
    2007-06(in millions)Revenue
    
    
    11,570
    
    
    
    9,389
    
    
    
    7,626
    
    
    
    23
    %
    
    
    23
    %Gross profit
    
    
    3,909
    
    
    
    3,216
    
    
    
    1,817
    
    
    
    22
    %
    
    
    77
    %Selling and marketing expenses
    
    
    (179
    )
    
    
    (100
    )
    
    
    (49
    )
    
    
    79
    %
    
    
    104
    %General and administrative expenses
    
    
    (1,167
    )
    
    
    (983
    )
    
    
    (752
    )
    
    
    19
    %
    
    
    31
    %Amortization of intangibles
    
    
    (5
    )
    
    
    (5
    )
    
    
    (5
    )
    
    
    
    
    
    
    Operating income
    
    
    2,558
    
    
    
    2,128
    
    
    
    1,011
    
    
    
    20
    %
    
    
    110
    %Gross margin
    
    
    33.8
    %
    
    
    34.3
    %
    
    
    23.8
    %
    
    
    (0.5
    %)
    
    
    10.5
    %Operating margin
    
    
    22.1
    %
    
    
    22.7
    %
    
    
    13.3
    %
    
    
    (0.6
    %)
    
    
    9.4
    %
  Analysis of year ended March 31, 2008 and 2007
 §
    
    Our Global IT Services and Products revenue increased by 23%.
In U.S. $ terms revenue from Global IT Services and Products increased by 38%,
however due to adverse impact of appreciation of Indian rupee against the US $,
the overall revenue in Indian rupee terms increased by 23%. Revenue from IT Services
and Products and BPO Services increased by 23% each. In US $ terms, the increase in
revenue from IT services is driven by our acquisition of Infocrossing in September, 2007,
42% increase in revenues from enterprise business and 30% increase in revenues from
technology services. The increase in revenue from enterprise business was primarily driven
by increased revenue from services provided to customers in the financial services and
retail sectors. The increase in revenue from technology services was primarily driven by
increased revenue from services provided to the customers in the telecom sector and from
the design and development of embedded software solutions for customers in the consumer
electronics sector. Integration of acquisitions during the year contributed to 5% increase in the revenues. In our IT Services and Products segment, we added 166 new clients during the year ended March 31, 2008. The total number of clients that individually accounted for over US $ 1 million run rate in revenue increased from 233 as of March 31, 2007 to 298 as of March 31, 2008.
 §
    
    The increase in revenue from our BPO Services segment was primarily due to an increase in
the number of clients and an increase in the scope and volume of services provided to existing
clients. In our BPO Services segment, we added 19 new clients during the year ended March 31,
2008. The total number of clients that individually accounted for over US $ 1 million run rate
in revenue increased from 22 as of March 31, 2007 to 33 as of March 31, 2008.
 §
    
    Our gross profit as a percentage of revenues of our Global IT Services and Products
declined by 2.7%. Our gross profit as a percentage of revenues of our IT Services and Products
segment declined by 2.9%. The decline in gross profit as a percentage of revenue in IT
Services and Products segment was primarily due to adverse impact of appreciation of the
Indian rupee against US $, an increase in compensation costs for offshore and onsite employees
as a part of our compensation review and lower gross margins in Infocrossing. Based on average
exchange rates in fiscal 2007 and 2008, The Indian rupee has appreciated by over 10.9% against
the U.S. $ in fiscal 2008.
  §
    
    The increase of Rs. 1,095 million or 21% in the selling and marketing expenses was
primarily due to an increase in selling and marketing expenses of our IT Services and Products
segment by Rs. 1,016. The increase in selling and marketing expenses in our IT Services
segment was primarily due to an increase in the number of sales and marketing personnel from
340 as of March 31, 2007 to 425 as of March 31, 2008 and an increase in compensation costs as
a part of our compensation review.
 §
    
    The increase of Rs. 1,857 million or 35% in general and administrative expenses was
primarily due an increase in general and administrative expenses of our IT Services and
Products segment by Rs. 1,673 million. The increase in the general and administrative expenses
in our IT Services and Products is primarily on account of increase in the volume of
operations during the year ended March 31, 2008. The increase in the general and
administrative expenses in our
 44




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##### Table of Contents



BPO Services business of Rs. 184 million is primarily due to higher occupancy costs and increase
in expenditure on recruiting employees.§
    
    Others, net for the year ended March 31, 2008, include Rs. 269 million of insurance
recoveries relating to certain costs incurred by the Company.§
    
    As a result of the above, the operating income of our Global IT Services and Products
business increased by 8%.
 Analysis of year ended March 31, 2007 and 2006
 §
    
    Our Global IT Services and Products revenue increased by 38%. This increase was primarily
due to the 39% increase in revenue from our IT Services and Products segment and the 23%
increase in revenue from our BPO services segment. The increase in revenues from IT Services
and Products segment is attributable primarily to two factors. First, we integrated the
acquisitions of mPower, New Logic, cMango, Saraware, Enabler and Quantech. Second, the
increase in revenue from this business segment comprises a 41% increase in revenue from
enterprise services and a 30% increase in revenue from technology services. The increase in
revenue from enterprise services was primarily driven by increased revenue from services
provided to customers in the financial services, healthcare and retail sectors. The increase
in revenue from technology services was primarily driven by increased revenue from services
provided to customers in the telecom sector and from the design and development of embedded
software solutions for customers in the consumer electronics sector. In our IT Services and
Products segment, we added 194 new clients during the year ended March 31, 2007. The total
number of clients that individually accounted for over US $ 1 million run rate in revenue
increased from 195 as of March 31, 2006 to 233 as of March 31, 2007.§
    
    This increase in revenue from our BPO Services segment was primarily due to an increase in
the number of clients and an increase in the scope and volume of services provided to existing
clients. In our BPO Services segment, we added 2 new clients during the year ended March 31,
2007. The total number of clients that individually accounted for over US $ 1 million run rate
in revenue increased from 17 as of March 31, 2006 to 22 as of March 31, 2007.§
    
    Our gross profit as a percentage of revenues of our Global IT Services and Products segment
decreased marginally by 0.3%. Our gross profit as a percentage of revenues of our IT Services
and Products declined by 1.4% This decline was primarily due to an increase in compensation
costs for offshore and onsite employees as a part of our compensation review, compensation
costs arising from the grant of additional stock options, lower utilization rates of our IT
professionals, and changes in the onsite-offshore mix during the year as compared to the same
period last year. Our gross profit as a percentage of revenues was also impacted by
acquisitions in fiscal 2006 and 2007 which have lower gross profit margins. Our gross profit
as a percentage of revenues of our BPO Services segment increased by 10.5%. The increase was
primarily due to the rationalization of low-margin projects, higher billing rates and the
results of our cost containment initiatives.§
    
    This increase of Rs. 1,152 million or 29% in selling and marketing expenses was primarily
driven by a 28% increase in the selling and marketing expenses in our IT Services and Products
segment. This increase was primarily due to an increase in the number of our sales and
marketing personnel from 213 as of March 31, 2006 to 340 as of March 31, 2007, an increase in
compensation costs as part of our compensation review, the impact of an increase in our sales
promotional activities and the impact of additional stock options granted in July 2006 and
November 2006.§
    
    This increase of Rs. 1,581 million or 38% in general and administrative expenses was
primarily due to an increase of Rs. 1,350 million in general and administrative expenses of
our IT Services and Products segment and increase of Rs. 231 million in BPO services segment.
General and administrative expenses in our IT Services and Products segment increased due to
an increase in compensation costs as part of our compensation review, compensation costs
arising from the grant of additional stock options and an increase in the number of support
staff consistent with the increase in the volume of operations during the year. The increase
in general and administrative expenses in our BPO Services segment was primarily due to an
increase in compensation costs as part of our compensation review and an increase in support
staff consistent with the increase in business volumes.§
    
    As a result of the above, operating income of our Global IT Services and Products business
increased by 37%.
 India and AsiaPac IT Services and Products
  45




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##### Table of Contents



Year ended March 31,
    
    Year on Year change2008
    
    2007
    
    2006
    
    2008-07
    
    2007-06(in millions)RevenueServices
    
    Rs.
    12,031
    
    
    Rs.
    8,369
    
    
    Rs.
    6,097
    
    
    
    44
    %
    
    
    37
    %Products
    
    
    22,571
    
    
    
    15,494
    
    
    
    10,378
    
    
    
    46
    %
    
    
    49
    %Total
    
    
    34,602
    
    
    
    23,863
    
    
    
    16,475
    
    
    
    45
    %
    
    
    45
    %Gross profitServices
    
    
    5,283
    
    
    
    3,757
    
    
    
    2,548
    
    
    
    41
    %
    
    
    47
    %Products
    
    
    2,736
    
    
    
    1,551
    
    
    
    1,092
    
    
    
    76
    %
    
    
    42
    %Total
    
    
    8,019
    
    
    
    5,308
    
    
    
    3,640
    
    
    
    51
    %
    
    
    46
    %Selling and marketing expenses
    
    
    (3,670
    )
    
    
    (2,068
    )
    
    
    (1,392
    )
    
    
    77
    %
    
    
    49
    %General and administrative expenses
    
    
    (1,624
    )
    
    
    (1,198
    )
    
    
    (841
    )
    
    
    36
    %
    
    
    42
    %Amortization of intangibles
    
    
    (47
    )
    
    
    (32
    )
    
    
    (12
    )
    
    
    
    
    
    
    Others, net
    
    
    62
    
    
    
    29
    
    
    
    9
    
    
    
    
    
    
    
    Operating
income
    
    
    2,740
    
    
    
    2,039
    
    
    
    1,404
    
    
    
    34
    %
    
    
    45
    %Gross margin
    
    
    23.2
    %
    
    
    22.2
    %
    
    
    22.1
    %
    
    
    1.0
    %
    
    
    0.1
    %Operating margin
    
    
    7.9
    %
    
    
    8.5
    %
    
    
    8.5
    %
    
    
    (0.6
    %)
    
    
    
  Analysis of year ended March 31, 2008 and 2007
 §
    
    Our India and AsiaPac IT Services and Products revenue increased by 45%. Revenues from
the products component of our India and AsiaPac IT Services and Products segment increased
by 46%. The increase was attributable to increase in the volume of products sold by the
Company and integration of our acquisition of 3D Networks.§
    
    Revenues from the services component of our India and AsiaPac IT Services and Products
segment grew by 44%. The increase was primarily due to an increase in revenue from our
system integration services, growth in our core business of hardware and software support
and maintenance services and integration of our acquisition of 3D Networks from November
2006.§
    
    Our gross profits as a percentage of our revenues of our India and AsiaPac IT Services
and Products segment increased by 1.0%. This is primarily on account of an increase in the
gross profit as a percentage of revenues of our products component of our India and AsiaPac
IT Services and Products by 2.1%. The improvement in gross profit as a percentage of
revenue in our product component is primarily attributable to change in the mix of traded
and manufactured products. This is partially offset by decrease in our gross profit as a
percentage of revenues of our services component of our India and AsiaPac IT Services and
Products by 1%. The decline was primarily due to increase in compensation costs.§
    
    Selling and marketing expenses for our India and AsiaPac IT Services and Products
segment increased by 77%. This was primarily due to increase in the number of sales and
marketing personnel for this business segment increase in carriage and freight expenses due
to increase in volume of products sold and an increase in expenditure on travel due to
increased promotional activities in select geographies in this business segment.§
    
    General and administrative expenses for our India and AsiaPac IT Services and Products
segment increased by 36%. This was primarily due to increase in the volume of operations
and integration of our acquisition of 3D Networks.§
    
    As a result of the above, operating income of our India and AsiaPac IT Services and
Products increased by 34%.
 46




---



##### Table of Contents



Analysis of year ended March 31, 2007 and 2006
 §
    
    Our India and AsiaPac IT Services and Products revenue increased by 45%. Revenues from
the products component of our India and AsiaPac IT Services and Products segment increased
by 49%. The increase was attributable to an increase in revenue from traded and
manufactured products. Revenues from the services component of our India and AsiaPac IT
Services and Products segment increased by 37%. The increase was primarily due to an
increase in revenue from our service lines including consulting services, system
integration services and total outsourcing services, and growth in our core business of
hardware and software support and maintenance services.§
    
    Our gross profits as a percentage of our revenues of our India and AsiaPac IT Services
and Products segment increased by 0.1%. Our gross profit as a percentage of revenues of our
services component of our India and AsiaPac IT Services and Products improved by 3.1%. This
improvement was primarily due to higher realization rates and better utilization of the
personnel. This is partially offset by decrease in our gross profit as a percentage of
revenues of our products component of our India and AsiaPac IT Services and Products by
0.5%. Our gross margin for products component has declined due to an increase in the
proportion of revenues from products with lower gross margins.§
    
    Selling and marketing expenses for our India and AsiaPac IT Services and Products
segment increased by 49%. This was primarily due to an increase in compensation costs due
to an increase in the number of sales and marketing personnel for this business segment, an
increase in compensation costs as part of our compensation review and an increase in a
marketing activities consistent with the increase in the volume of operations during the
year.§
    
    General and administrative expenses for our India and AsiaPac IT Services and Products
segment increased by 42%. This was primarily due to an increase in compensation costs as
part of our compensation review.§
    
    As a result of the above, operating income of our India and AsiaPac IT Services and
Products increased by 45%.
 Consumer Care and Lighting
  Year ended March 31,
    
    Year on Year change2008
    
    2007
    
    2006
    
    2008-07
    
    2007-06(in millions)Revenue
    
    Rs.
    14,619
    
    
    Rs.
    7,563
    
    
    Rs.
    5,625
    
    
    
    93
    %
    
    
    34
    %Gross profit
    
    
    5,938
    
    
    
    2,658
    
    
    
    2,069
    
    
    
    123
    %
    
    
    28
    %Selling and marketing expenses
    
    
    (3,222
    )
    
    
    (1,483
    )
    
    
    (1,160
    )
    
    
    117
    %
    
    
    28
    %General and administrative expenses
    
    
    (816
    )
    
    
    (120
    )
    
    
    (102
    )
    
    
    580
    %
    
    
    18
    %Amortization of intangibles
    
    
    (111
    )
    
    
    (4
    )
    
    
    (21
    )
    
    
    
    
    
    
    Others, net
    
    
    52
    
    
    
    19
    
    
    
    13
    
    
    
    
    
    
    
    Operating income
    
    
    1,841
    
    
    
    1,069
    
    
    
    799
    
    
    
    72
    %
    
    
    34
    %Gross margin
    
    
    40.6
    %
    
    
    35.1
    %
    
    
    36.8
    %
    
    
    5.5
    %
    
    
    (1.7
    %)Operating margin
    
    
    12.6
    %
    
    
    14.1
    %
    
    
    14.2
    %
    
    
    (1.5
    %)
    
    
    (0.1
    %)
   47




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##### Table of Contents



Analysis of year ended March 31, 2008 and 2007
 §
    
    Our Consumer Care and Lighting revenue increased by 93%. This increase in revenue is
attributable to an increase in volumes of the soap, lighting and furniture products,
increase in prices of certain products and integration of Unza from August 2007, which
contributed additional revenues of Rs 4,823 million.§
    
    Our gross profits as a percentage of our revenues from Consumer Care and Lighting
segment increased by 5.5%. This increase was primarily due to increase in proportion of
revenues from product range manufactured by Unza, which typically have higher gross
margins.§
    
    Selling and marketing expenses of our Consumer Care and Lighting segment increased by
117%. This was primarily due to the increase in sales promotion expenses for building
brands and expanding market share in select geographies and integration of our acquisition
of Unza group from August 2007 which resulted in additional selling and marketing expenses
of Rs. 1,630 million.§
    
    General and administrative expenses of our Consumer Care and Lighting segment increased
by 580%. This is primarily attributable to integration of our acquisition of Unza group
from August 2007 which resulted in additional general and administrative expenses of Rs.
600 million.§
    
    As a result of the above, operating income of our Consumer Care and Lighting business
increased by 72%.
 Analysis of year ended March 31, 2007 and 2006
 §
    
    Consumer Care and Lighting revenue increased by 34%. This increase in revenue is
attributable to an increase in the volume of our soap, lighting and furniture products, an
increase in the prices of certain products and the integration of sales from our
acquisition of Northwest.§
    
    Our gross profits as a percentage of our revenues from Consumer Care and Lighting
segment decreased by 1.7%. This was primarily due to an increase in the proportion of
revenue from furniture and lighting products, which typically have lower gross margins as
compared to soap products.§
    
    Selling and marketing expenses for our Consumer Care and Lighting business increased by
28%. This was primarily due an increase in sales promotion expenses for building brands and
expanding market share in select geographies in this business segment and increase in sales
personnel and increase in compensation costs as part of our compensation review.§
    
    As a result of the above, the operating income of our Consumer Care and Lighting
business increased by 34%.
 Others, including reconciling items
 Analysis of year ended March 31, 2008 and 2007
 §
    
    Revenue from Others increased by Rs. 5,021 or 71% from Rs. 7,066 million for the year
ended March 31, 2007 to Rs. 12,055 million for the year ended March 31, 2008. This was
primarily due to integration of our acquisition of Hydrauto Group for the full year in
fiscal 2008 as compared to a part of the year in fiscal 2007, and an increase in revenue
from the sale of hydraulic cylinders and tipping gear systems.§
    
    Our gross profits as a percentage of our revenues from Others, including reconciling
items, declined from 18.7% of revenue for the year ended March 31, 2007 to 16.1% of revenue
for the year ended March 31, 2008. This decline is primarily due to lower gross margins of
12% reported by Hydrauto Group. Reconciling items included fringe benefit tax payments of
Rs. 199 million for fiscal 2008.§
    
    Selling and marketing expenses for Others, including reconciling items, have increased
from Rs. 522 million for the year ended March 31, 2007 to Rs. 720 million for the year
ended March 31, 2008. This was primarily due to integration of our acquisition of Hydrauto
Group for the full year in fiscal 2008 as compared to a part of the year in fiscal 2007,
and an increase in the use of premium distribution channels for deliveries. Reconciling
items included fringe benefit tax payments of Rs. 88 million for fiscal 2008.§
    
    General and administrative expenses for Others, including reconciling items, have
increased from Rs. 596 million for the year ended March 31, 2007 to Rs. 798 million for the
year ended March 31, 2008. This was primarily due to integration of our acquisition of
Hydrauto Group for the full year in fiscal 2008 as compared to a part of the year in fiscal
2007. This was partially offset by the cost containment initiatives. Reconciling items
included fringe benefit tax payments of Rs. 88 million for fiscal 2008.
 48




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##### Table of Contents



§
    
    As a result of the above, operating income of Others, including reconciling items,
increased from Rs. 273 million for the year ended March 31, 2007 to Rs. 514 million for the
year ended March 31, 2008.
 Analysis of year ended March 31, 2007 and 2006
 §
    
    Revenue from Others increased by Rs. 3,782 or 115% from Rs. 3,284 million for the year
ended March 31, 2006 to Rs. 7,066 million for the year ended March 31, 2007. This was
primarily due to integration of the revenues arising from our acquisition of Hydrauto Group
from November 2006 of Rs. 2,756 million and an increase in revenue from the sale of
hydraulic cylinders and tipping gear systems.§
    
    Our gross profits as a percentage of our revenues from Others, including reconciling
items, declined from 25.1% of revenue for the year ended March 31, 2006 to 18.7% of revenue
for the year ended March 31, 2007. This was primarily due to integration of our acquisition
of Hydrauto Group, which reported a gross profit of 13% during the year ended March 31,
2007. Reconciling items include fringe benefit tax payments of Rs. 145 million for fiscal
2007.§
    
    Selling and marketing expenses for Others, including reconciling items, have increased
from Rs. 270 million for the year ended March 31, 2006 to Rs. 522 million for the year
ended March 31, 2007. This increase is attributable to an increase in use of premium
distribution channel for deliveries and due to integration of Hydrauto Group during the
year ended March 31, 2007. Reconciling items included fringe benefit tax payments of Rs.
38 million for fiscal 2007.§
    
    General and administrative expenses for Others, including reconciling items, have
increased from Rs. 151 million for the year ended March 31, 2006 to Rs. 596 million for the
year ended March 31, 2007. This was primarily due to integration of our acquisition of
Hydrauto Group during the year ended March 31, 2007. Reconciling items included fringe
benefit tax payments of Rs. 62 million for fiscal 2007.§
    
    As a result of the above, operating income of Others, including reconciling items,
declined from Rs. 441 million for the year ended March 31, 2006 to Rs. 273 million for the
year ended March 31, 2007.
 Acquisitions
    Stock compensation expense
   49




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##### Table of Contents



Year ended March 31,2006
    
    2007
    
    2008(in millions)Cost of revenue
    
    Rs.
    437
    
    
    Rs.
    1,044
    
    
    Rs.
    840Selling and marketing expenses
    
    
    75
    
    
    
    169
    
    
    
    137General and administrative expenses
    
    
    140
    
    
    
    122
    
    
    
    99Rs.
    652
    
    
    Rs.
    1,336
    
    
    Rs.
    1,076
 Amortization of Intangible Assets
   Foreign Exchange Gains/(Losses), net
  
    
    Exchange differences arising from the translation or settlement of transactions
in foreign currency, except for exchange differences on debt denominated in foreign
currency (which are reported within Other income, net); and
    
    The changes in fair value for derivatives not designated as hedging derivatives
and ineffective portion of the hedging instruments. For forward foreign exchange
contracts which are designated and effective as accounting hedges, the marked to
market gains and losses are deferred and reported as a component of other
comprehensive income in stockholders equity and subsequently recorded in the income
statement when the hedged transaction occurs, along with the hedged item.
 Other Income, net
  Equity in Earnings/Losses of Affiliates
 Wipro GE Medical Systems Private Limited. (Wipro GE).
 W M NetServ.
 50




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##### Table of Contents



Income Taxes
   Software Technology and Hardware Technology Parks.
 Special Economic Zone.
       51




---



##### Table of Contents



Liquidity and Capital Resources
       52




---



##### Table of Contents



Acquired entity
    
    Maximum Earn-out payableRetailBox BV and subsidiaries (Enabler)
    
    Euro
    5
    MillionNorth-West Switchgear Limited (North-West)
    
    Rs.
    250
    MillionIndia, Middle East and SAARC operations of 3D
Networks and Planet PSG (3D group)
    
    U.S.$
    44
    million
   Off-Balance Sheet Arrangements
  Contractual obligations
   Totalcontractual
    
    
    
    
    
    Payments due in
    
    
    2013-14Particulars
    
    payment
    
    2008-09
    
    2009-11
    
    2011-13
    
    onwardsShort-term borrowings
    
    
    28,804
    
    
    
    28,804
    
    
    
    
    
    
    
    
    
    
    
    Long-term debt
    
    
    14,928
    
    
    
    406
    
    
    
    321
    
    
    
    14,201
    
    
    
    Obligations under capital leases
    
    
    1,024
    
    
    
    323
    
    
    
    451
    
    
    
    155
    
    
    
    95Estimated interest payment(1)
    
    
    1,058
    
    
    
    238
    
    
    
    424
    
    
    
    396
    
    
    
    Capital commitments
    
    
    7,266
    
    
    
    7,266
    
    
    
    
    
    
    
    
    
    
    
    Non-cancelable operating lease obligation
    
    
    6,032
    
    
    
    773
    
    
    
    1,347
    
    
    
    1,086
    
    
    
    2,826Purchase obligations
    
    
    3,256
    
    
    
    3,256
    
    
    
    
    
    
    
    
    
    
    
    Other long-term liabilities(2)
    
    
    653
    
    
    
    127
    
    
    
    406
    
    
    
    70
    
    
    
    50
  
 (1)
    
    Interest payments for long-term fixed rate debts have been calculated based on
applicable rates and payment dates.Interest payments on floating rate debt
has been calculated based on the payment dates and interest rates as of March 31, 2008
for each relevant debt instrument.(2)
    
    In accordance with SFAS No. 87, Employers Accounting for Pensions, and SFAS
No. 106, Employers Accounting for Postretirement Benefits Other Than Pensions, as
amended by SFAS No. 158, Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106, and 132(R),
the total accrued benefit liability for defined benefit recognized as of March 31,
2008, was Rs. 131 million, which is reported as a component of other liabilities in the
balance sheet. Other liabilities in the balance sheet also include amount of Rs. 2,227
million towards uncertain tax positions. For these amounts, the extent of the amount
and timing of payment/cash settlement is not reliably estimable or determinable, at
present, and accordingly have not been disclosed in the table above. 53




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##### Table of Contents



Research and Development
      Trend Information
 Global IT Services and Products.
  
    
    Our limited ability to increase prices;
    
    Increases in proportion of services performed at client location
    
    Increases in wages for our IT professionals;
    
    The impact of amortization of stock compensation cost;
    
    The impact of exchange rate fluctuations on our rupee realizations;
    
    The impact of the high percentage on fixed costs, high attrition rates and high
composition of voiced based services in our revenues from BPO services; and
    
    Lower gross margins in our IT infrastructure management services business of
Infocrossing
   54




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##### Table of Contents




    
    The effect of seasonal hiring which occurs in the quarter ended December 31;
    
    The time required to train and productively use new employees;
    
    The proportion of services we perform at client sites for a particular project;
    
    Exchange rate fluctuations; and
    
    The size, timing and profitability of new projects.
 India and AsiaPac IT Services and Products.
  Consumer Care and Lighting.
  Dividends.
 Recent accounting pronouncements
 SFAS No. 157 .
 SFAS No. 159.
 SFAS No. 141R.
 55




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##### Table of Contents



SFAS No. 160.
 SFAS No. 161 .
 SFAS No. 162.
 Critical accounting policies
  Revenue Recognition
  Product Revenue
    56




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##### Table of Contents



Service Revenue
      Revenue Arrangements with Multiple Deliverables
  
    
    The revenue recognition criteria applicable to the unit of accounting is met;
    
    The delivered element has value to the customer on a standalone basis.
The delivered unit will have value on a standalone basis if it is being sold separately by
other vendors or the customer could resell the deliverable on a standalone basis;
    
    There is objective and reliable evidence of the fair value of the undelivered
item(s); and
    
    If the arrangement includes a general right of return relative to the
delivered item, delivery or performance of the undelivered item(s) is considered probable and
substantially in our control.
  57




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58




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##### Table of Contents



Accounting Estimates
     Accounting for Income taxes
     Business Combinations, Goodwill and Intangible Assets
  59




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Derivatives and Hedge Accounting, and Exchange Rate Risk
       60




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Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
  Name
    
    Age
    
    PositionAzim H. Premji
    
    
    62
    
    
    Chief Executive Officer, Chairman of the Board and
Managing Director (designated as Chairman)Dr. Ashok S Ganguly
    
    
    72
    
    
    DirectorB.C. Prabhakar
    
    
    64
    
    
    DirectorDr. Jagdish N. Sheth
    
    
    69
    
    
    DirectorNarayanan Vaghul
    
    
    71
    
    
    DirectorBill Owens
    
    
    68
    
    
    DirectorP.M. Sinha
    
    
    67
    
    
    DirectorSuresh C. Senapaty
    
    
    51
    
    
    Chief Financial Officer, and Executive Vice President,
FinancePratik Kumar
    
    
    42
    
    
    Executive Vice President, Human ResourcesSuresh Vaswani
    
    
    48
    
    
    President-Global IT Service Lines, Wipro Technologies;
President-Wipro InfotechVineet Agrawal
    
    
    46
    
    
    President, Wipro Consumer Care & LightingRanjan Acharya
    
    
    47
    
    
    Senior Vice President, Human Resources DevelopmentGirish S Paranjpe
    
    
    50
    
    
    President-Banking, Finance and Insurance Vertical, Wipro
TechnologiesSudip Banerjee
    
    
    48
    
    
    President-Enterprise Solutions, Wipro TechnologiesDr. A.L. Rao
    
    
    59
    
    
    President, Technology Services and Chief Operating Officer
 New Directors appointment
  
 Azim H. Premji
 Dr Ashok Ganguly
 B.C. Prabhakar
 61




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##### Table of Contents



Dr. Jagdish N. Sheth
 Narayanan Vaghul
 Priya Mohan Sinha
 Bill Owens
 Suresh C. Senapaty
 Pratik Kumar
 Suresh Vaswani
 Vineet Agrawal
 Ranjan Acharya
 Girish S Paranjpe
 62




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##### Table of Contents



Sudip Banerjee
 Dr. A.L. Rao
 Resignation of Senior Management personnel
  Compensation
 Director Compensation
   Executive Compensation
  Annual Compensation ($)Salary and
    
    Commission/
    
    
    
    
    
    
    
    
    
    Long-term compensationName
    
    allowances
    
    Incentives (1)
    
    Housing (2)
    
    Others
    
    (Deferred Benefit (3)&(4))Azim H. Premji
    
    $
    107,701
    
    
    
    127,621
    
    
    
    35,298
    
    
    
    16,041
    
    
    
    41,895Suresh C. Senapaty
    
    
    237,674
    
    
    
    13,374
    
    
    
    36,148
    
    
    
    308
    
    
    
    30,247Pratik Kumar
    
    
    202,380
    
    
    
    11,180
    
    
    
    
    
    
    
    642
    
    
    
    16,305Vineet Agrawal
    
    
    276,372
    
    
    
    
    
    
    
    
    
    
    
    7,494
    
    
    
    21,049Suresh Vaswani
    
    
    259,216
    
    
    
    13,180
    
    
    
    10,895
    
    
    
    362
    
    
    
    31,360Sudip Banerjee
    
    
    225,115
    
    
    
    14,699
    
    
    
    
    
    
    
    99
    
    
    
    28,112Girish S. Paranjpe
    
    
    232,148
    
    
    
    16,756
    
    
    
    12,833
    
    
    
    544
    
    
    
    30,043Dr. A.L. Rao
    
    
    217,831
    
    
    
    5,854
    
    
    
    
    
    
    
    14,766
    
    
    
    26,631Ranjan Acharya
    
    
    168,924
    
    
    
    8,987
    
    
    
    
    
    
    
    99
    
    
    
    12,885
 63




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##### Table of Contents



1.
    
    Azim H. Premji was paid commissions at the rate of 0.3% on incremental net profits of the
Company over the previous year computed based on the method approved by the Board Governance
and Compensation Committee and in accordance with the provisions of the Indian Companies Act,
1956. All other executives were paid incentives under a Quarterly Performance Linked Scheme
based on achievement of pre-defined profit targets.2.
    
    The value of housing perquisite accounts for more than 25% of the total value of all
perquisites and personal benefits received in fiscal 2008.3.
    
    Deferred benefits are payable to employees by way of our contribution to the Provident Fund
and Pension Fund. The Provident Fund is a statutory fund to which Wipro and our employees
contribute every month. A lump sum payment on separation and a pension payment on attaining
the age of superannuation are payable from the balance standing to the credit of the Fund, as
per the Employee Provident Fund and Miscellaneous Provisions Act, 1952.4.
    
    Under our pension plans, 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 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 for their benefit. These contributions are included in this column.   Board Composition
  Option Grants
  Option Exercises and Holdings
  Terms of Employment Arrangements and Indemnification Agreements
   64




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Board Committee Information
 Audit Committee
  
    
    Auditing and accounting matters, including recommending the appointment of our
independent auditors to the shareholders,
    
    Compliance with legal and statutory requirements,
    
    Integrity of the Companys financial statements, discussing with the independent
auditors the scope of the annual audits, and fees to be paid to the independent auditors,
    
    Performance of the Companys Internal Audit function, Independent Auditors and
accounting practices,
    
    Review of related party transactions, functioning of Whistle Blower mechanism, and
    
    Implementation of the applicable provisions of the Sarbanes Oxley Act, 2002 including
review on the progress of internal control mechanisms to prepare for certification under
Section 404 of the Sarbanes Oxley Act, 2002.
     Mr. N. Vaghul
    
    -
    
    Chairman of the Audit CommitteeMr. P. M. Sinha and B. C. Prabhakar
    
    -
    
    Members of the Audit Committee
  Board Governance and Compensation Committee
  
    
    Determine and approve salaries, benefits and stock option grants to senior
management employees and Directors of our Company,
    
    Act as Administrator of the Companys Employee Stock Option Plans and Employee Stock
Purchase Plans drawn up from time to time,
    
    Develop and recommend to the Board Corporate Governance Guidelines applicable to the
Company,
    
    Evaluation of the Board on a continuing basis including an assessment of the
effectiveness of the full Board, operations of the Board Committees and contributions
of individual directors, and
    
    Lay down policies and procedures to assess the requirements for induction of new
members on the Board.
 65




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##### Table of Contents



Dr. Ashok S Ganguly
    
    Chairman of the Board Governance and Compensation CommitteeMr. N. Vaghul and P.M. Sinha
    
    Members of the Board Governance and Compensation Committee
  Employees
   Recruiting
  Training
  Performance Evaluations
  Compensation
  66




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Share Ownership
  Percentage
    
    Equityof Equity
    
    SharesEquity Shares
    
    Shares
    
    Underlyingbeneficially
    
    Beneficially
    
    Options
    
    GrantName
    
    owned
    
    Owned
    
    Granted
    
    Price ($)
    
    Date of expirationAzim H. Premji (1)
    
    
    1,161,116,260
    
    
    
    79.45
    
    
    
    
    
    
    
    
    
    
    

    B. C. Prabhakar (2)
    
    
    3,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    

    Dr. Jagdish Sheth
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    Dr. Ashok S Ganguly
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    N. Vaghul
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    

    P. M. Sinha (3)
    
    
    20,000
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    

    Suresh C. Senapaty
    
    
    127,100
    
    
    
    *
    
    
    
    9,600
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Pratik Kumar
    
    
    63,900
    
    
    
    *
    
    
    
    9,600
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Vineet Agrawal
    
    
    145,220
    
    
    
    *
    
    
    
    9,600
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Suresh Vaswani
    
    
    92,868
    
    
    
    *
    
    
    
    11,200
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2001Sudip Banerjee
    
    
    57,600
    
    
    
    *
    
    
    
    11,200
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Girish S. Paranjpe
    
    
    54,600
    
    
    
    *
    
    
    
    11,200
    
    
    
    0.05
    
    
    October 201014,000
    
    
    
    0.05
    
    
    July 2011Dr. A.L. Rao
    
    
    95,160
    
    
    
    *
    
    
    
    11,200
    
    
    
    0.05
    
    
    October 20107,000
    
    
    
    0.05
    
    
    July 2011Ranjan Acharya
    
    
    21,500
    
    
    
    *
    
    
    
    8,000
    
    
    
    0.05
    
    
    October 20109,000
    
    
    
    0.05
    
    
    July 2011
 67




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##### Table of Contents



*
    
    Represents less than 1% of the shares.(1)
    
    Includes 326,259,000 shares held by Hasham Traders (a partnership), of which Mr. Premji is a partner, 325,017,000 shares held by Prazim Traders (a partnership), of which Mr. Premji is a partner, 324,244,800 shares held by Zash Traders (a partnership), of which Mr. Premji is a partner, 38,263,000 shares held by Napean Trading Investment Co. Pvt. Ltd., of which Mr. Premji is a director, 51,014,200 shares held by Regal Investments Trading Co. Pvt. Ltd.,
of which Mr. Premji is a director, 38,860,600 shares held by Vidya Investment Trading Co.
Pvt. Ltd., of which Mr. Premji is a director, 1,414,600 shares held jointly by Mr. Premji
and members of his immediately family. In addition 8,316,000 shares are held by the Azim Premji
Foundation (I) Pvt. Ltd and  Mr. Premji disclaims beneficial ownership of 8,316,000 shares
held by Azim Premji Foundation (I) Pvt. Ltd.(2)
    
    The shares are jointly held with an immediate family member of Mr. Prabhakar.(3)
    
    The shares are jointly held with an immediate family member of Mr. P M Sinha. EMPLOYEE STOCK OPTION PLANS
    Range ofAuthorized
    
    
    exercise
    
    
    
    
    TerminationName of Plan
    
    Shares(1)
    
    
    prices
    
    
    Effective date
    
    date
    
    Other remarks1999 Employee Stock option Plan
    
    
    30,000,000
    
    
    Rs.
    171 458
    
    
    July 29, 1999
    
    July 28, 2009
    
    There are no stock options outstanding under this planWipro Employee Stock Option Plan 2000 (2000 Plan)
    
    
    150,000,000
    
    
    Rs.
    171 458
    
    
    September 15, 2000
    
    September 15, 2010
    
    In the event of our merger with or into another corporation or a sale of substantially all of our assets, each option under this plan, shall be proportionately adjusted to give effect to the merger or asset saleStock Option Plan (2000 ADS Plan)
    
    
    9,000,000
    
    
    $
    37
    
    
    September, 2000
    
    September, 2010
    
    In event of merger of the Company with other corporation or sale of
substantially of all our assets, the successor corporation shall either assume the outstanding units
or grant equivalentWipro Restricted Stock Unit Plan (WRSUP 2004 plan)
    
    
    12,000,000
    
    
    Rs.
    2
    
    
    June 11, 2004
    
    June 10, 2014Wipro ADS Restricted Stock Unit Plan (WARSUP 2004 plan)
    
    
    12,000,000
    
    
    $
    0.04
    
    
    June 11, 2004
    
    June 10, 2014
 68




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##### Table of Contents



Range ofAuthorized
    
    
    exercise
    
    
    
    
    TerminationName of Plan
    
    Shares(1)
    
    
    prices
    
    
    Effective date
    
    date
    
    Other remarksWipro employee Restricted Stock Unit Plan 2005 (WSRUP2005 plan)
    
    
    12,000,000
    
    
    Rs.
    2
    
    
    July 21, 2005
    
    July 20, 2015
    
    units to the holders. If the successor corporation neither assumes the outstanding
units nor grants equivalent units, such outstanding units shall vest immediately, and become exercisable in full.Wipro employee Restricted Stock Unit Plan 2007 (WSRUP2007 plan)
    
    
    10,000,000
    
    
    Rs.
    2
    
    
    July 18, 2007
    
    July 17, 2017
 
 (1)
    
    Subject to adjustment for corporate action from time to time. Wipro Equity Reward Trust
    
 Item 7. Major Shareholders And Related Party Transactions
 Major Shareholders
   Number of Sharesbeneficially held as ofName of Beneficial Owner
    
    Class of Security
    
    March 31, 2008
    
    % of ClassAzim H. Premji (1)
    
    Equity
    
    
    1,161,116,260
    
    
    
    79.45Hasham Traders
    
    Equity
    
    
    326,259,000
    
    
    
    22.32Prazim Traders
    
    Equity
    
    
    325,017,000
    
    
    
    22.23Zash Traders
    
    Equity
    
    
    324,244,800
    
    
    
    22.18
 69




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##### Table of Contents



(1)
    
    Includes 326,259,000 shares held by Hasham Traders (a partnership), of which
Mr. Premji is a partner, 325,017,000 shares held by Prazim Traders (a partnership), of which
Mr. Premji is a partner, 324,244,800 shares held by Zash Traders (a partnership), of which
Mr. Premji is a partner, 38,263,000 shares held by Napean Trading Investment Co. Private. Limited.,
 of which Mr. Premji is a director, 51,014,200 shares held by Regal Investments Trading Co. Private.
 Limited, of which Mr. Premji is a director, 38,860,600 shares held by
Vidya Investment Trading Co. Private. Limited., of which Mr. Premji is a director, 1,414,600
shares held jointly by Mr. Premji and members of his immediately family. In addition  8,316,000
shares are held by the Azim Premji Foundation (I) Private. Limited and Mr. Premji disclaims
beneficial ownership of 8,316,000 shares held by Azim Premji Foundation (I) Private. Limited.    Related Party Transactions
 Terms of Employment Arrangements and Indemnification Agreements.
  
 Item 8. Financial Information
 Consolidated Statements and Other Financial Information
  
    
    Report of the independent registered public accounting firm;
    
    Consolidated Balance Sheets as of March 31, 2007 and 2008;
    
    Consolidated Statements of Income for the years ended March 31, 2006, 2007 and 2008;
    
    Consolidated Statements of Stockholders Equity and Comprehensive income for the
years ended March 31, 2006, 2007 and 2008;
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2006, 2007 and
2008; and
    
    Notes to the Consolidated Financial Statements.
 Legal Proceedings
  70




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##### Table of Contents



Dividends
     Significant Changes
  
 Item 9. The Offer and Listing
 Price History
    BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh
    
    LowHigh (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    (Rs.)
    
    (Rs.)
    
    High ($)
    
    Low ($)
    
    High ($)
    
    Low ($)Fiscal Year
ended
 March 31,2008
    
    
    600.00
    
    
    
    325.00
    
    
    
    14.99
    
    
    
    8.12
    
    
    
    635.00
    
    
    
    324.00
    
    
    
    15.87
    
    
    
    8.10
    
    
    
    17.24
    
    
    
    9.852007
    
    
    690.00
    
    
    
    383.00
    
    
    
    16.01
    
    
    
    8.89
    
    
    
    691.00
    
    
    
    381.25
    
    
    
    16.03
    
    
    
    8.80
    
    
    
    18.44
    
    
    
    10.182006
    
    
    573.00
    
    
    
    285.55
    
    
    
    12.88
    
    
    
    6.41
    
    
    
    585.90
    
    
    
    272.00
    
    
    
    13.17
    
    
    
    8.65
    
    
    
    22.38
    
    
    
    9.622005
    
    
    389.00
    
    
    
    200.00
    
    
    
    8.91
    
    
    
    4.59
    
    
    
    387.50
    
    
    
    198.00
    
    
    
    8.88
    
    
    
    4.54
    
    
    
    12.85
    
    
    
    5.812004
    
    
    310.17
    
    
    
    131.88
    
    
    
    7.15
    
    
    
    3.04
    
    
    
    311.67
    
    
    
    132.90
    
    
    
    7.18
    
    
    
    3.06
    
    
    
    9.90
    
    
    
    3.052003
    
    
    312.50
    
    
    
    177.17
    
    
    
    6.58
    
    
    
    3.73
    
    
    
    312.50
    
    
    
    177.17
    
    
    
    6.58
    
    
    
    3.73
    
    
    
    6.72
    
    
    
    3.712002
    
    
    327.50
    
    
    
    127.50
    
    
    
    6.89
    
    
    
    2.69
    
    
    
    329.00
    
    
    
    126.50
    
    
    
    6.92
    
    
    
    2.66
    
    
    
    7.34
    
    
    
    2.83
 71




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##### Table of Contents



BSE
    
    NSE
    
    NYSEPrice per equity share
    
    Price per equity share
    
    Price per ADSHigh
    
    LowHigh (Rs.)
    
    Low (Rs.)
    
    High ($)
    
    Low ($)
    
    (Rs.)
    
    (Rs.)
    
    High ($)
    
    Low ($)
    
    High ($)
    
    Low ($)Quarter EndedMarch 31, 2008
    
    
    528.00
    
    
    
    325.00
    
    
    
    13.19
    
    
    
    8.12
    
    
    
    529.05
    
    
    
    324.00
    
    
    
    13.22
    
    
    
    8.10
    
    
    
    14.99
    
    
    
    9.85December 31, 2007
    
    
    552.00
    
    
    
    428.00
    
    
    
    13.79
    
    
    
    10.69
    
    
    
    552.00
    
    
    
    426.15
    
    
    
    13.79
    
    
    
    10.65
    
    
    
    16.49
    
    
    
    12.81September 30, 2007
    
    
    530.50
    
    
    
    425.00
    
    
    
    13.26
    
    
    
    10.62
    
    
    
    532.00
    
    
    
    425.00
    
    
    
    13.29
    
    
    
    10.62
    
    
    
    16.40
    
    
    
    12.49June 30, 2007
    
    
    600.00
    
    
    
    507.10
    
    
    
    14.99
    
    
    
    12.67
    
    
    
    635.00
    
    
    
    505.00
    
    
    
    15.89
    
    
    
    12.62
    
    
    
    17.24
    
    
    
    15.13March 31, 2007
    
    
    690.00
    
    
    
    531.00
    
    
    
    16.01
    
    
    
    12.32
    
    
    
    691.00
    
    
    
    527.15
    
    
    
    16.03
    
    
    
    12.23
    
    
    
    18.44
    
    
    
    14.62December 31, 2006
    
    
    614.00
    
    
    
    507.65
    
    
    
    14.25
    
    
    
    11.78
    
    
    
    670.00
    
    
    
    449.50
    
    
    
    15.55
    
    
    
    10.43
    
    
    
    16.39
    
    
    
    12.96September 30, 2006
    
    
    533.90
    
    
    
    441.25
    
    
    
    12.39
    
    
    
    10.24
    
    
    
    533.65
    
    
    
    442.30
    
    
    
    12.38
    
    
    
    10.26
    
    
    
    13.31
    
    
    
    11.23June 30, 2006
    
    
    598.90
    
    
    
    383.00
    
    
    
    13.90
    
    
    
    8.89
    
    
    
    599.00
    
    
    
    381.25
    
    
    
    13.90
    
    
    
    8.80
    
    
    
    15.50
    
    
    
    10.18March 31, 2006
    
    
    573.00
    
    
    
    440.20
    
    
    
    12.88
    
    
    
    9.89
    
    
    
    585.90
    
    
    
    385.00
    
    
    
    13.17
    
    
    
    8.66
    
    
    
    15.49
    
    
    
    11.90December 31, 2005
    
    
    470.00
    
    
    
    355.00
    
    
    
    10.57
    
    
    
    7.98
    
    
    
    470.00
    
    
    
    355.75
    
    
    
    10.57
    
    
    
    8.00
    
    
    
    12.75
    
    
    
    9.62September 30, 2005
    
    
    385.80
    
    
    
    350.05
    
    
    
    8.67
    
    
    
    7.87
    
    
    
    384.80
    
    
    
    345.20
    
    
    
    8.65
    
    
    
    7.76
    
    
    
    21.60
    
    
    
    9.59June 30, 2005
    
    
    388.00
    
    
    
    285.55
    
    
    
    8.72
    
    
    
    6.42
    
    
    
    384.90
    
    
    
    272.00
    
    
    
    8.65
    
    
    
    6.12
    
    
    
    22.38
    
    
    
    17.59March 31, 2005
    
    
    382.50
    
    
    
    312.50
    
    
    
    8.77
    
    
    
    7.17
    
    
    
    380.00
    
    
    
    305.18
    
    
    
    8.71
    
    
    
    7.00
    
    
    
    12.55
    
    
    
    9.81Six Months
Ended

(monthly for last six months)April 30, 2008
    
    
    492.00
    
    
    
    472.00
    
    
    
    12.29
    
    
    
    11.79
    
    
    
    492.50
    
    
    
    472.35
    
    
    
    12.30
    
    
    
    11.80
    
    
    
    13.20
    
    
    
    12.86March 31, 2008
    
    
    460.00
    
    
    
    346.10
    
    
    
    11.49
    
    
    
    8.65
    
    
    
    459.50
    
    
    
    348.00
    
    
    
    11.48
    
    
    
    8.70
    
    
    
    11.84
    
    
    
    9.85February 29, 2008
    
    
    473.90
    
    
    
    398.00
    
    
    
    11.84
    
    
    
    9.95
    
    
    
    474.00
    
    
    
    375.00
    
    
    
    11.84
    
    
    
    9.37
    
    
    
    12.82
    
    
    
    11.18January 31, 2008
    
    
    528.00
    
    
    
    325.00
    
    
    
    13.19
    
    
    
    8.12
    
    
    
    529.05
    
    
    
    324.00
    
    
    
    13.22
    
    
    
    8.10
    
    
    
    14.99
    
    
    
    11.16December 31, 2007
    
    
    552.00
    
    
    
    461.00
    
    
    
    13.79
    
    
    
    11.52
    
    
    
    544.90
    
    
    
    450.00
    
    
    
    13.62
    
    
    
    11.24
    
    
    
    15.99
    
    
    
    13.81November 30, 2007
    
    
    513.90
    
    
    
    428.00
    
    
    
    12.84
    
    
    
    10.69
    
    
    
    513.00
    
    
    
    426.15
    
    
    
    12.82
    
    
    
    10.65
    
    
    
    16.49
    
    
    
    12.81
 
 The $ figure under BSE and NSE columns denote the share price in rupees converted to US $ at
the rate of exchange of 1 US$ = Rs 40.02(1)
    
    Source: BSE data obtained from www.bseindia.com and NSE data obtained from
www.nseindia.com. NYSE data obtained from www.finance.yahoo.com. Plan of Distribution
  Markets
 Trading Practices and Procedures on the Indian Stock Exchanges
    72




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Market-Wide Circuit Breakers
 Index-based Market-wide Circuit Breakers
  
    
    In case of a 10% movement of either of these indices, there would be a one-hour market
halt if the movement takes place before 1:00 p.m. In case the movement takes place at or
after 1:00 p.m. but before 2:30 p.m. there would be trading halt for 1/2 hour. In case
movement takes place at or after 2:30 p.m. there will be no trading halt at the 10% level
and market shall continue trading.
    
    In case of a 15% movement of either index, there shall be a two-hour halt if the
movement takes place before 1 p.m. If the 15% trigger is reached on
or after 1:00 p.m. but
before 2:00 p.m., there shall be a one-hour halt. If the 15% trigger is reached on or after
2:00 p.m. the trading shall halt for remainder of the day.
    
    In case of a 20% movement of the index, trading shall be halted for the remainder of the
day.
  Price Bands
  Operationalization of Short Selling and Securities Lending and Borrowing
  73




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##### Table of Contents



Amendments to SEBI (DIP) Guidelines, 2000;
     Reduction in the bidding period
  Disclosure of Price Band/Floor Price in case of listed companies
  Listing
  The National Stock Exchange of India Limited
   Bombay Stock Exchange Limited
  74




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##### Table of Contents



Derivatives
  Depositories
  Securities Transaction Tax
  
 Item 10. Additional Information
 Share Capital
  Memorandum and Articles Of Association
     Objects and Purposes of Our Memorandum of Association
  Objects and Purposes of Our Memorandum of Association
  
    
    To undertake and carry on the business of providing all kinds of information
technology based and enabled services in India and internationally, electronic remote
processing services, eServices, including all types of
 75




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##### Table of Contents



Internet-based/ Web enabled
services, transaction processing, fulfillment services, business support services
including but not limited to providing financial and related services of all kinds and
description including billing services, processing services, database services, data
entry business-marketing services, business information and management services,
training and consultancy services to businesses, organizations, concerns, firms,
corporations, trusts, local bodies, states, governments and other entities; to
establish and operate service processing centers for providing services for back office
and processing requirements, marketing, sales, credit collection services for companies
engaged in the business of remote processing and IT enabled services from a place of
business in India or elsewhere, contacting and communicating to and on behalf of
overseas customers by voice, data image, letters using dedicated international private
lines to handle business process management, remote help desk management; remote
management.
 
    
    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 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 business as manufacturers, sellers, buyers, exporters, importers, and
dealers of fluid power products.
    
    To carry on the business of extracting vegetable oil, manufacture and deal in
hydrogenated vegetable oil.
    
    To carry on any other trade or business whatsoever as can in the opinion of us be
advantageously or conveniently carried on by us.
 Description of Equity Shares
 Dividends
     
    
    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
 76




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##### Table of Contents




    
    the balance of reserves after withdrawals shall not fall below 15% of its paid up
capital.
  Bonus Shares
  Audit and Annual Report
   Consolidation and Subdivision of Shares
  Preemptive Rights, Issue of Additional Shares and Distribution of Rights
     
    
    we do not timely request that the rights be distributed to you or we request that
the rights not be distributed to you;
    
    we fail to deliver satisfactory documents to the depositary bank; or
    
    it is not reasonably practicable to distribute the rights.
 77




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##### Table of Contents



Voting Rights
    Liquidation Rights
  Preference Shares
  Redemption of Equity Shares
  Liability on Calls
  Discriminatory Provisions in Articles
  Alteration of Shareholder Rights
  78




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##### Table of Contents



Meetings of Shareholders
   Limitations on the Rights to Own Securities
  Voting Rights of Deposited Equity Shares Represented by ADSs
      Register of Shareholders; Record Dates; Transfer of Shares
  79




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Company Acquisition of Equity Shares
   80




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##### Table of Contents



Disclosure of Ownership Interest
  Provisions on Changes in Capital
  Takeover Code and Listing Agreements
     1.
    
    Retail investors:The present DIP Guidelines do not provide for issuance of shares at differential prices to
the investors.
    81




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##### Table of Contents



2.
    
    Quoting of PAN Mandatory:Presently, as per the DIP Guidelines, all applicants of public and rights issues are
required to disclose their Permanent Account Number (PAN) in the application form in case
the application value exceeds Rs. 50,000.With the coming into effect of the amended DIP Guidelines, SEBI has decided to extend the
requirement of quoting PAN for all applicants, irrespective of the application value in
public and rights issues as well as preferential allotment.3.
    
    Deletion of the chapter on Guidelines for Issue of Capital by Designated Financial
Institution (DFIs):SEBI had introduced separate guidelines in 1992, i.e. Guidelines for Issue of Capital by
DFIs for primary issuances by DFIs, to place companies / corporations / institutions
engaged mainly in financing of developmental activities and playing a catalytic role in the
infrastructure development of the country on a different footing. With the view of
disallowing the special dispensations given to DFIs, SEBI has deleted the chapter on
Guidelines for Issue of Capital by DFIs from DIP Guidelines.4.
    
    Monitoring the issue proceeds:Under the present amendment the said provision shall not be applicable to (i) issues by
banks and public financial institutions and (ii) offers for sale. Further, it has been
decided that the monitoring agency shall henceforth be required to file the monitoring
report with the issuer company and not with SEBI, so as to enable the issuer company to
place the report before its audit committee.
 Minimum Level of public shareholding
   
    
    Companies which, at the time of initial listing, had offered less than 25% but not less
than 10% of the total number of issued shares of a class or kind, in terms of Rule 19(2)(b)
of Securities Contract (Regulation) Rules 1957 (SCRR) or companies desiring to list their
shares by making an Initial Public Offering (IPO) of at least 10% in terms of Rule 19(2)(b)
of SCRR.
    
    Companies which have, irrespective of the percentage of their shares with public at the
time of initial listing, reached a size of 20 million or more in terms of number of listed
shares and Rs. 10 billion or more in terms of market capitalization.
   Increasing the public shareholding to the minimum level
   82




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##### Table of Contents



Relaxation to Indian Depository Receipt norms
 IDRs SEBI
 Net-worth and Capitalization Ceilings
  Trading Track Record
  Profit Track Record
  Time Bound
  Post Issue Requirements
  Continuous Disclosures
  Trading History
    Material Contracts
  83




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##### Table of Contents



Currency Exchange Controls
   Liberalized Remittance Scheme for Resident Individuals
  General
      84




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##### Table of Contents



Transfer of ADSs and Surrender of ADSs
  Sponsored ADS
  
    
    There have been amendments to the Issue of Foreign Currency Convertible Bonds
and Ordinary Shares (through Depository Receipt Mechanism), Scheme 1993 and primarily
the amendments were on the Eligibility of Issuer, Eligibility of Subscriber, Pricing of
the offerings, and Voting Rights,
    
    the ADS offering is approved by the FIPB;
    
    the ADS offering is approved by a special resolution of the shareholders of the
issuer in a general meeting;
    
    the facility is made available to all the equity shareholders of the issuer;
    
    the proceeds of the offering are repatriated into India within one month of the
closing of the offering;
    
    the sales of the existing equity shares are made in compliance with the Foreign
Direct Investment Policy (as described above) in India;
    
    the number of shares offered by selling shareholders are subject to limits in
proportion to the existing holdings of the selling shareholders when the offer is
oversubscribed; and
    
    the offering expenses do not exceed 7% of the offering proceeds and are paid by
shareholders on a pro-rata basis.
  Conditions for issuance of ADS/GDS outside India by Indian Companies
 Eligibility of issuer
 Eligibility of subscriber
 Pricing
 (i)
    
    The average of the weekly high and low of the closing prices of the related shares
quoted on the stock exchange in India during the six months preceding the relevant date; or(ii)
    
    The average of the weekly high and low of the closing prices of the related shares
quoted on a stock exchange in India during the two weeks preceding the relevant date.
 85




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##### Table of Contents



Foreign Direct Investment
    Subsequent Transfers
   Investment by Non-Resident Indians
  86




---



##### Table of Contents



FEMA 20/2000-RB dated May 3, 2000
   Investment by Foreign Institutional Investors
  Ownership Restrictions
  Government of India Approvals
  
    
    any renunciation of rights in the underlying equity shares in favor of a person
resident in India; and
 87




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##### Table of Contents




    
    the sale of the underlying equity shares by a person resident outside India to a
person resident in India and vice versa if the prescribed conditions for such
sale/purchase are not met.
   Overseas investment  Liberalization
 
    
    Regulation 6 of the Notification No.FEMA.120/RB-2004 dated July 7, 2004 to read
with Circular No. 42 dated May 12, 2005 and dated Sep 26, 2007 of Reserve Bank of India
in terms of which an Indian entity was permitted to invest up to 400 per cent of their
net worth in overseas Joint Ventures and/or Wholly Owned Subsidiaries (JV/WOS) in any
bonafide business activity under automatic route.
    
    It was further clarified by the Reserve Bank of India that the ceiling is not
applicable to the investments made out of balances held in EEFC accounts and out of the
proceeds of ADR / GDR issue, as hitherto. This enables Authorized Dealers to allow
remittances under automatic route up to 400 per cent of the net worth as on the date of
the last audited balance sheet of the investing companies, after considering the
proposals received in form ODA.
 Portfolio Investment by Listed Indian Companies
  General Permission for disinvestment
  
    
    in cases where the JV / WOS is listed in the overseas stock exchange;
    
    in cases where the Indian promoter company is listed on a stock exchange in India and
has a net worth of not less than Rs. 1,000 million; or
    
    where the Indian promoter is an unlisted company and the investment in overseas venture
does not exceed USD 10 million.
 External Commercial Borrowings
  88




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##### Table of Contents



i.
    
    Henceforth, ECB more than US$20 million per borrower per financial year would be
permitted only for foreign currency expenditure for permissible end-uses of ECB.
Accordingly, borrowers raising ECB more than US$20 million shall park the ECB proceeds
overseas for use as foreign currency expenditures for permissible end-uses and shall not
remit the funds to India. The above modifications would be applicable to ECB exceeding
US$20 million per financial year both under the Automatic Route and under the Approval
Route.ii.
    
    ECB up to US$20 million per borrowing company per financial year would be permitted for
foreign currency expenditures for permissible end-uses under the Automatic Route and these
funds shall be parked overseas and not be remitted to India. Borrowers proposing to avail
ECB up to US$20 million for Rupee expenditure for permissible end-uses would require prior
approval of the Reserve Bank under the Approval Route. However, such funds shall be
continued to be parked overseas until actual requirement in India.iii.
    
    All other aspects of ECB policy such as eligible borrower, US$500 million limit per
borrower per financial year under the Automatic route, recognised lender, average maturity
period, all-in-cost-ceiling, prepayment, refinancing of existing ECB and reporting
arrangements remain unchanged.iv.
    
    These conditions will not apply to borrowers who have already entered into loan
agreement and obtained loan registration numbers from the Reserve Bank. Borrowers who have
taken verifiable and effective steps wherein the loan agreement has been entered into to
avail of ECB under the previous dispensation, and not obtained the loan registration
number, may apply to the Reserve Bank through their Authorized Dealer.
 Taxation
   Residence
 
    
    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.
   Taxation of Distributions.
 89




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##### Table of Contents



Taxation of Capital Gains
  
    
    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%. Short-term capital gains on such a
transfer will be taxed at graduated rates with a maximum of 30%.
    
    Long-term capital gains realized by non-resident upon the sale of equity shares
obtained through the redemption of ADSs, settlement of such sale being made off a
recognized stock exchange, are subject to tax at a rate of 10%. Short-term capital
gains on such transfer will be taxed at graduated rates with a maximum of 30%.
    
    Long-term capital gains realized by a non-resident upon the sale of equity shares
obtained through the redemption of ADSs, settlement of such sale being made on a
recognized stock exchange, is exempt from tax and the Short-term capital gains on
such sale will be taxed at 10%. This rate has been proposed to be increased to 15% in
the Finance Act, 2008. An additional tax called Securities Transaction Tax, or
STT (described in detail below will be levied at the time of settlement.
       90




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##### Table of Contents



Securities Transaction Tax:
 Withholding Tax on Capital Gains
 Buy-back of Securities
 Stamp Duty and Transfer Tax
 Wealth Tax
 Gift Tax and Estate Duty
 Service Tax
  91




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##### Table of Contents



Material United States Federal Tax Consequences
    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
 Dividends
   92




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##### Table of Contents



Sale or Exchange of Equity Shares or ADSs
 Estate Taxes
 Backup Withholding Tax and Information Reporting.
 Passive Foreign Investment Company
 
    
    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.
  
    
    pay an interest charge together with tax calculated at an ordinary income rates on excess
distributions, as the term is defined in relevant provisions of U.S. tax laws, and on any
gain on a sale or other disposition of equity shares;
    
    if an election is made, a qualified electing fund (as the term is defined in relevant
provisions of the U.S. tax laws), include in their taxable income their pro rata share of
undistributed amounts of our income; or
    
    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.
  93




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Documents on Display
  
    
    100 F Street, NE
Washington D.C, 20549
    
    Northwestern Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511
  www.sec.gov
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
 General
   Risk Management Procedures
  Components of Market Risk
    94




---



##### Table of Contents



   
      
 Item 12. Description of Securities Other Than Equity Securities
  
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 Disclosure controls and procedures.
  MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  95




---



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96




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control -
Integrated Framework
       
 97




---



##### Table of Contents



Change in internal controls over financial reporting.
  Compliance with the New York Stock Exchange Corporate Governance Rules
   
 Item 16 A. Audit Committee Financial Expert
   
 Item 16 B. Code of Ethics
 www.wipro.com
 www.wipro.com
 www.wipro.com
 
 Item 16 C. Principal Accountant Fees and Services
  98




---



##### Table of Contents



In millionsYear ended March 31,2007
    
    
    2008Audit fees
    
    Rs. 48.20
    
    Rs. 62.21Audit related fees
    
    
    
    
    
    
    6.07Tax fees
    
    
    18.69
    
    
    
    14.12All other fees
    
    
    2.04
    
    
    
    2.20Total
    
    Rs. 68.93
    
    Rs. 84.60
 99




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##### Table of Contents



Audit services 
 Audit
related fees 
 Tax services
  
 Item 16 D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers
  
 Part III
 
 Item 17. Financial Statements
  100




---



##### Table of Contents



Item 18. Financial Statements
 CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
 REPORT OF AUDIT COMMITTEE
   Bangalore, India
    
    N.Vaghul
    
    P. M. Sinha
    
    B. C. PrabhakarMay 27, 2008
    
    Chairman
    
    Member
    
    Member
 101




---



##### Table of Contents



REPORT OF MANAGEMENT
      Azim H. PremjiChairman and Chief Executive OfficerSuresh C. SenapatyChief Financial Officer and
Director
   102




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          103




---



##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data)
 As of March 31,2007
    
    
    2008
    
    
    2008Conveniencetranslation intoUS$(Unaudited)ASSETSCurrent assets:Cash and cash equivalents (Note 4)
    
    Rs.
    12,412
    
    
    
    39,270
    
    
    $
    981Restricted cash (Note 16)
    
    
    7,238
    
    
    
    
    
    
    
    Investments in liquid and short-term mutual funds (Note 8)
    
    
    32,410
    
    
    
    14,808
    
    
    
    370Accounts receivable, net of allowances (Note 5)
    
    
    28,083
    
    
    
    38,908
    
    
    
    972Unbilled revenue
    
    
    5,096
    
    
    
    8,305
    
    
    
    208Inventories (Note 6)
    
    
    4,150
    
    
    
    7,172
    
    
    
    179Deferred income taxes (Note 21)
    
    
    382
    
    
    
    790
    
    
    
    20Other current assets (Note 7)
    
    
    10,502
    
    
    
    19,092
    
    
    
    477Total current assets
    
    
    100,273
    
    
    
    128,345
    
    
    
    3,207Property, plant and equipment, net (Note 9)
    
    
    26,541
    
    
    
    39,822
    
    
    
    995Investments in affiliates (Note 13)
    
    
    1,242
    
    
    
    1,343
    
    
    
    34Investment securities
    
    
    357
    
    
    
    355
    
    
    
    9Deferred income taxes (Note 21)
    
    
    49
    
    
    
    
    
    
    
    Intangible assets, net (Note 10)
    
    
    2,663
    
    
    
    12,480
    
    
    
    312Goodwill (Note 3,10)
    
    
    12,706
    
    
    
    38,943
    
    
    
    973Other assets (Note 7)
    
    
    2,253
    
    
    
    3,214
    
    
    
    80Total assets
    
    Rs.
    146,084
    
    
    Rs.
    224,502
    
    
    $
    5,610LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term borrowings (Note 15)
    
    Rs.
    2,893
    
    
    Rs.
    28,804
    
    
    $
    720Current portion of long-term debt (Note 15)
    
    
    328
    
    
    
    406
    
    
    
    10Current portion of obligations under capital leases (Note 9)
    
    
    7
    
    
    
    323
    
    
    
    8Accounts payable
    
    
    9,519
    
    
    
    13,082
    
    
    
    327Accrued expenses
    
    
    5,139
    
    
    
    8,110
    
    
    
    203Accrued employee costs
    
    
    5,187
    
    
    
    5,160
    
    
    
    129Advances from customers
    
    
    1,315
    
    
    
    2,136
    
    
    
    53Unearned revenue
    
    
    1,818
    
    
    
    4,162
    
    
    
    104Other current liabilities (Note 11)
    
    
    16,623
    
    
    
    12,519
    
    
    
    313Total current liabilities
    
    
    42,829
    
    
    
    74,702
    
    
    
    1,867Long-term debt, excluding current portion (Note 15)
    
    
    536
    
    
    
    14,522
    
    
    
    363Obligations under capital leases, excluding current portion (Note 9)
    
    
    17
    
    
    
    701
    
    
    
    18Deferred income taxes (Note 21)
    
    
    464
    
    
    
    2,098
    
    
    
    52Other liabilities (Note 11)
    
    
    770
    
    
    
    3,011
    
    
    
    75Total liabilities
    
    
    44,616
    
    
    
    95,034
    
    
    
    2,375Minority interest
    
    
    
    
    
    
    114
    
    
    
    3Stockholders equity:Equity
shares at Rs. 2 par value: 1,650,000,000 shares authorized; Issued and outstanding: 1,458,999,650 and 1,461,453,320 shares as of March 31, 2007 and 2008 (Note 16, 17)
    
    
    2,918
    
    
    
    2,923
    
    
    
    73Additional paid-in capital (Note 22)
    
    
    24,508
    
    
    
    26,441
    
    
    
    661Accumulated other comprehensive income /(loss)
    
    
    94
    
    
    
    (1,076
    )
    
    
    (27
    )Retained earnings (Note 18)
    
    
    73,948
    
    
    
    101,066
    
    
    
    2,525Equity shares held by a controlled Trust: 7,961,760 shares as of March 31, 2007 and 2008 (Note 22)
    
    
    
    
    
    
    
    
    
    
    Total stockholders equity
    
    
    101,468
    
    
    
    129,354
    
    
    
    3,235Total liabilities and stockholders equity
    
    Rs.
    146,084
    
    
    Rs.
    224,502
    
    
    $
    5,610
  104




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except share and per share data)
 Year ended March 31,2006
    
    
    2007
    
    
    2008
    
    
    2008Conveniencetranslation into US$(Unaudited)Revenues:Global IT Services and ProductsIT Services and Products
    
    Rs.
    73,061
    
    
    Rs.
    101,509
    
    
    Rs.
    124,599
    
    
    $
    3,113BPO Services
    
    
    7,664
    
    
    
    9,413
    
    
    
    11,588
    
    
    
    290India and AsiaPac IT Services and ProductsServices
    
    
    6,097
    
    
    
    8,368
    
    
    
    12,031
    
    
    
    301Products
    
    
    10,380
    
    
    
    15,520
    
    
    
    22,497
    
    
    
    562Consumer Care and Lighting
    
    
    5,625
    
    
    
    7,558
    
    
    
    14,639
    
    
    
    366Others
    
    
    3,280
    
    
    
    7,063
    
    
    
    12,074
    
    
    
    302Total
    
    
    106,107
    
    
    
    149,431
    
    
    
    197,428
    
    
    
    4,933Cost of revenues:Global IT Services and ProductsIT Services and Products
    
    
    46,986
    
    
    
    66,818
    
    
    
    85,865
    
    
    
    2,146BPO Services
    
    
    5,810
    
    
    
    6,173
    
    
    
    7,674
    
    
    
    192India and AsiaPac IT Services and ProductsServices
    
    
    3,549
    
    
    
    4,612
    
    
    
    6,749
    
    
    
    169Products
    
    
    9,286
    
    
    
    13,943
    
    
    
    19,864
    
    
    
    496Consumer Care and Lighting
    
    
    3,556
    
    
    
    4,905
    
    
    
    8,683
    
    
    
    217Others
    
    
    2,460
    
    
    
    5,749
    
    
    
    9,996
    
    
    
    249Total
    
    
    71,647
    
    
    
    102,200
    
    
    
    138,831
    
    
    
    3,469Gross profit
    
    
    34,460
    
    
    
    47,231
    
    
    
    58,597
    
    
    
    1,464Operating expenses:Selling and marketing expenses
    
    
    (6,764
    )
    
    
    (9,173
    )
    
    
    (13,807
    )
    
    
    (345
    )General and administrative expenses
    
    
    (5,239
    )
    
    
    (7,639
    )
    
    
    (10,820
    )
    
    
    (270
    )Research and development expenses
    
    
    (202
    )
    
    
    (268
    )
    
    
    (405
    )
    
    
    (10
    )Amortization of intangible assets (Note 10)
    
    
    (64
    )
    
    
    (269
    )
    
    
    (616
    )
    
    
    (15
    )Foreign exchange gains/(losses), net
    
    
    (208
    )
    
    
    (197
    )
    
    
    125
    
    
    
    3Others, net
    
    
    70
    
    
    
    221
    
    
    
    640
    
    
    
    16Operating income
    
    
    22,053
    
    
    
    29,906
    
    
    
    33,714
    
    
    
    842Other income, net (Note 19)
    
    
    1,196
    
    
    
    2,628
    
    
    
    2,167
    
    
    
    54Equity in earnings / (losses) of affiliates (Note 13)
    
    
    288
    
    
    
    318
    
    
    
    257
    
    
    
    6Income before income taxes , minority interest and cumulative effect of change in accounting principle
    
    
    23,537
    
    
    
    32,852
    
    
    
    36,138
    
    
    
    903Income taxes (Note 21)
    
    
    (3,265
    )
    
    
    (3,723
    )
    
    
    (3,873
    )
    
    
    (97
    )Minority interest
    
    
    (1
    )
    
    
    
    
    
    
    (24
    )
    
    
    (1
    )Income before cumulative effect of change in accounting principle
    
    
    20,271
    
    
    
    29,129
    
    
    
    32,241
    
    
    
    806Cumulative effect of change in accounting principle (Note 2)
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    Net income
    
    Rs.
    20,271
    
    
    Rs.
    29,168
    
    
    RS.
    32,241
    
    
    $
    806Earnings per equity share: (Note 23)BasicIncome before cumulative effect of change in accounting principle
    
    
    14.41
    
    
    
    20.42
    
    
    
    22.23
    
    
    
    0.56Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Net income
    
    
    14.41
    
    
    
    20.45
    
    
    
    22.23
    
    
    
    0.56DilutedIncome before cumulative effect of change in accounting
Principle
    
    
    14.24
    
    
    
    20.17
    
    
    
    22.16
    
    
    
    0.55Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.03
    
    
    
    
    
    
    
    Net income
    
    
    14.24
    
    
    
    20.20
    
    
    
    22.16
    
    
    
    0.55Weighted-average number of equity shares used in computing earnings per equity share:Basic
    
    
    1,406,505,974
    
    
    
    1,426,709,163
    
    
    
    1,450,604,615Diluted
    
    
    1,423,679,230
    
    
    
    1,444,467,557
    
    
    
    1,454,780,607
  105




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WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in millions, except share and per share data)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Equity Shares held by a
    
    
    TotalEquity Shares
    
    
    Paid in
    
    
    Deferred Stock
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Retained
    
    
    Controlled Trust
    
    
    StockholdersNo. of Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Income/(loss)
    
    
    Earnings
    
    

No. of Shares
    
    
    Amount
    
    
    EquityBalance as of March 31, 2005
    
    
    1,407,141,044
    
    
    Rs.
    1,407
    
    
    Rs.
    13,273
    
    
    Rs.
    (3,185
    )
    
    
    
    
    
    Rs.
    96
    
    
    Rs.
    45,138
    
    
    
    (7,893,060
    )
    
    Rs.
    
    
    
    Rs.
    56,729Cash dividends (Note 16)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,998
    )
    
    
    
    
    
    
    
    
    
    
    (3,998
    )Issuance of equity shares on exercise of options (Note 22)
    
    
    18,613,223
    
    
    
    33
    
    
    
    4,671
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,704Stock split effected in the form of stock dividend (Note 17)
    
    
    
    
    
    
    1,412
    
    
    
    (1,161
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (251
    )
    
    
    
    
    
    
    
    
    
    
    Equity shares granted to employees by Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,000
    
    
    
    
    
    
    
    Reversals related to employee stock incentive plan, net of issuances (Note 22)
    
    
    
    
    
    
    
    
    
    
    (331
    )
    
    
    299
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32
    )Amortization of compensation related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    684
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    684Excess income tax benefit related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    20,270
    
    
    
    
    
    
    
    20,270
    
    
    
    
    
    
    
    
    
    
    
    20,270Other comprehensive income / (loss)Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized
gain / (loss) on investment securities, net (net of tax effect of Rs. 115)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    229
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain / (loss) on cash flow hedging derivatives, net (Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive income / (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    338
    
    
    
    338
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    338Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    20,608Balance as of March 31, 2006
    
    
    1,425,754,267
    
    
    Rs.
    2,852
    
    
    Rs.
    16,521
    
    
    Rs.
    (2,202
    )
    
    
    
    
    
    Rs.
    434
    
    
    Rs.
    61,161
    
    
    
    (7,869,060
    )
    
    Rs.
    
    
    
    Rs.
    78,764Cash dividends (Note 16)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,382
    )
    
    
    
    
    
    
    
    
    
    
    (16,382
    )Elimination
of deferred stock compensation balance on adoption of SFAS No. 123 (R) (Note 2)
    
    
    
    
    
    
    
    
    
    
    (2,202
    )
    
    
    2,202
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cumulative effect of change in accounting principle (Note 2)
    
    
    
    
    
    
    
    
    
    
    (39
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (39
    )Issuance of equity shares on exercise of options (Note 22)
    
    
    32,095,328
    
    
    
    64
    
    
    
    8,830
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,894Issuance of equity shares on exercise of options through non-recourse note (Note 22)
    
    
    1,150,055
    
    
    
    2
    
    
    
    (2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity shares forfeited, net of issuance by Trust
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (92,700
    )
    
    
    
    
    
    
    Compensation cost related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    1,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,336Excess income tax benefit related to employees stock incentive plan
    
    
    
    
    
    
    
    
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65
 106




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in millions, except share and per share data)
 AccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    
    
    
    
    Equity Shares held by a
    
    
    TotalEquity Shares
    
    
    Paid in
    
    
    Deferred Stock
    
    
    Comprehensive
    
    
    Comprehensive
    
    
    Retained
    
    
    Controlled Trust
    
    
    StockholdersNo. of Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Income
    
    
    Income/(loss)
    
    
    Earnings
    
    
    No. of Shares
    
    
    Amount
    
    
    EquityComprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,169
    
    
    
    
    
    
    
    29,169
    
    
    
    
    
    
    
    
    
    
    
    29,169Other comprehensive income / (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain on investment securities, net (net of tax
effect of Rs. 25)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain / (loss) on cash flow hedging derivatives,
net (Note 14)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive income / (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216
    )
    
    
    (216
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (216
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,953
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Adjustment to initially apply SFAS No. 158 (net of tax effect
of Rs. 18)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (124
    )Balance as of March 31, 2007
    
    
    1,458,999,650
    
    
    Rs.
    2,918
    
    
    Rs.
    24,508
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    94
    
    
    Rs.
    73,948
    
    
    
    (7,961,760
    )
    
    Rs.
    
    
    
    Rs.
    101,468Cash dividends (Note 16)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,123
    )
    
    
    
    
    
    
    
    
    
    
    (5,123
    )Issuance of equity shares on exercise of options (Note 22)
    
    
    2,453,670
    
    
    
    5
    
    
    
    687
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    692Compensation cost related to employee stock incentive plan
    
    
    
    
    
    
    
    
    
    
    1,076
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,076Gain on sale of long-lived assets to the controlling
shareholder,(net of tax effect of Rs. 52)
    
    
    
    
    
    
    
    
    
    
    102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102Excess income tax benefit related to employees stock incentive
plan
    
    
    
    
    
    
    
    
    
    
    68
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,241
    
    
    
    
    
    
    
    32,241
    
    
    
    
    
    
    
    
    
    
    
    32,241Other comprehensive income / (loss)Translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized actuarial gain / (loss), net [net of tax effect
of Rs. (17) ]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain / (loss) on investment securities, net [net
of tax effect of Rs. (25)]
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (52
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrealized gain / (loss) on cash flow hedging derivatives,
net (Note 14 )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,169
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total other comprehensive income /(loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,170
    )
    
    
    (1,170
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,170
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,071Balance as of March 31, 2008
    
    
    1,461,453,320
    
    
    Rs.
    2,923
    
    
    Rs.
    26,441
    
    
    Rs.
    
    
    
    
    
    
    
    Rs.
    (1,076
    )
    
    Rs.
    101,066
    
    
    
    (7,961,760
    )
    
    Rs.
    
    
    
    Rs.
    129,354Balance as of March 31, 2008 ($) (Unaudited)
    
    
    
    
    
    $
    73
    
    
    $
    661
    
    
    $
    
    
    
    
    
    
    
    $
    (27
    )
    
    $
    2,525
    
    
    
    
    
    
    $
    
    
    
    $
    3,232
  107




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
 Year ended March 31,2006
    
    
    2007
    
    
    2008
    
    
    2008Conveniencetranslation intoUS$(Unaudited)Cash flows from operating activities:Net income
    
    Rs.
    20,271
    
    
    Rs.
    29,168
    
    
    Rs.
    32,241
    
    
    $
    806Adjustments to reconcile net income to net cash provided
by operating activities:Gain on sale of property, plant and equipment
    
    
    (8
    )
    
    
    (10
    )
    
    
    (20
    )
    
    
    (1
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (39
    )
    
    
    
    
    
    
    Depreciation and amortization
    
    
    3,195
    
    
    
    4,309
    
    
    
    6,067
    
    
    
    152Deferred tax expense/(benefit)
    
    
    15
    
    
    
    (29
    )
    
    
    (409
    )
    
    
    (10
    )Unrealized exchange gain / (loss)
    
    
    75
    
    
    
    470
    
    
    
    (596
    )
    
    
    (15
    )Gain on sale of investment securities, net
    
    
    (238
    )
    
    
    (549
    )
    
    
    (771
    )
    
    
    (19
    )Stock based compensation
    
    
    652
    
    
    
    1,336
    
    
    
    1,076
    
    
    
    27Excess income tax benefit related to employee stock
incentive plan
    
    
    69
    
    
    
    Equity in earnings of affiliates
    
    
    (288
    )
    
    
    (318
    )
    
    
    (257
    )
    
    
    (6
    )Minority interest
    
    
    1
    
    
    
    
    
    
    
    24
    
    
    
    1Changes in operating assets and liabilities:Accounts receivable
    
    
    (5,363
    )
    
    
    (6,167
    )
    
    
    (7,720
    )
    
    
    (193
    )Unbilled revenue
    
    
    (1,596
    )
    
    
    (760
    )
    
    
    (3,208
    )
    
    
    (80
    )Inventories
    
    
    (295
    )
    
    
    (1,060
    )
    
    
    (1,842
    )
    
    
    (46
    )Other assets
    
    
    (2,284
    )
    
    
    (2,152
    )
    
    
    (7,738
    )
    
    
    (194
    )Accounts payable
    
    
    28
    
    
    
    1,497
    
    
    
    2,211
    
    
    
    55Accrued expenses and employee costs
    
    
    3,991
    
    
    
    893
    
    
    
    4,157
    
    
    
    104Advances from customers and unearned revenue
    
    
    337
    
    
    
    1,384
    
    
    
    3,153
    
    
    
    79Other liabilities
    
    
    1,630
    
    
    
    2,188
    
    
    
    (1,773
    )
    
    
    (45
    )Net cash provided by operating activities
    
    
    20,192
    
    
    
    30,161
    
    
    
    24,595
    
    
    
    615Cash flows from investing activities:Expenditure on property, plant and equipment
    
    
    (7,486
    )
    
    
    (11,392
    )
    
    
    (14,674
    )
    
    
    (367
    )Proceeds from sale of property, plant and equipment
    
    
    113
    
    
    
    149
    
    
    
    479
    
    
    
    12Dividends received from affiliates
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    Purchase of investments
    
    
    (58,707
    )
    
    
    (123,726
    )
    
    
    (231,684
    )
    
    
    (5,789
    )Proceeds from sale of investments
    
    
    52,043
    
    
    
    121,542
    
    
    
    250,013
    
    
    
    6,247Investments in interestbearing deposits
    
    
    (500
    )
    
    
    (250
    )
    
    
    (500
    )
    
    
    (12
    )Redemption of interest-bearing deposits
    
    
    
    
    
    
    100
    
    
    
    650
    
    
    
    16Payment for acquisitions, net of cash acquired
    
    
    (2,777
    )
    
    
    (7,800
    )
    
    
    (32,789
    )
    
    
    (819
    )Net cash used in investing activities
    
    
    (17,300
    )
    
    
    (21,377
    )
    
    
    (28,505
    )
    
    
    (712
    )Cash flows from financing activities:Proceeds from issuance of equity shares
    
    
    4,767
    
    
    
    8,894
    
    
    
    692
    
    
    
    17Proceeds from issuance of equity shares by a subsidiary
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    1Proceeds/(repayment) from/of short-term borrowings from banks, net
    
    
    (196
    )
    
    
    1,825
    
    
    
    21,370
    
    
    
    534Proceeds from long-term debt
    
    
    
    
    
    
    147
    
    
    
    15,087
    
    
    
    377Repayment of long-term debt and capital lease obligation
    
    
    (268
    )
    
    
    
    
    
    
    (1,081
    )
    
    
    (27
    )Payment of cash dividends
    
    
    (3,998
    )
    
    
    (8,873
    )
    
    
    (5,393
    )
    
    
    (135
    )Movement in restricted cash relating to cash dividends
    
    
    
    
    
    
    (7,238
    )
    
    
    
    
    
    
    Excess income tax benefit related to employee stock
incentive plan
    
    
    
    
    
    
    65
    
    
    
    68
    
    
    
    2Net cash provided by/(used in) financing activities
    
    
    305
    
    
    
    (5,180
    )
    
    
    30,798
    
    
    
    770Effect of exchange rate changes on cash
    
    
    (10
    )
    
    
    (50
    )
    
    
    (30
    )
    
    
    (1
    )Net increase in cash and cash equivalents during the year
    
    
    3,197
    
    
    
    3,604
    
    
    
    26,888
    
    
    
    672Cash and cash equivalents at the beginning of the year
    
    
    5,671
    
    
    
    8,858
    
    
    
    12,412
    
    
    
    310Cash and cash equivalents at the end of the year
    
    Rs.
    8,858
    
    
    Rs.
    12,412
    
    
    Rs.
    39,270
    
    
    
    981Supplementary information:Cash paid for interest
    
    Rs.
    35
    
    
    Rs.
    125
    
    
    Rs.
    1,440
    
    
    $
    36Cash paid for taxes
    
    
    4,543
    
    
    
    4,252
    
    
    
    5,459
    
    
    
    136Property, plant and equipment acquired under capital
lease obligation
    
    
    
    
    
    
    1
    
    
    
    124
    
    
    
    3
  108




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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 (in millions, except share data and where otherwise stated)
 1. Overview
  2. Significant Accounting Policies
  Basis of preparation of financial statements
 Functional currency and exchange rate translation
  Convenience translation
 Principles of consolidation
 Cash equivalents
 Revenue recognition
 109




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##### Table of Contents




    
    The revenue recognition criteria applicable to the unit of accounting is met;
 
    
    The delivered element has value to the customer on a standalone basis. The delivered unit
will have value on a standalone basis if it is being sold separately by other vendors or the
customer could resell the deliverable on a standalone basis;
 
    
    There is objective and reliable evidence of the fair value of the undelivered item(s); and
 
    
    If the arrangement includes a general right of return relative to the delivered item,
delivery or performance of the undelivered item(s) is considered probable and substantially in
control of the Company.
     110




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##### Table of Contents



Warranty costs.
 Shipping and handling costs.
 Inventories
 Investment securities
 Investments in affiliates
 Shares issued by subsidiary/affiliate
 Property, plant and equipment.
 Buildings
    
    
    30 to 60 yearsPlant and machinery
    
    
    2 to 21 yearsComputer equipment
    
    
    2 to 6 yearsFurniture, fixtures and equipment
    
    
    3 to 10 yearsVehicles
    
    4 yearsComputer software
    
    
    2 to 6 years
 111




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##### Table of Contents



Business combinations, goodwill and intangible assets
    Customer-related intangibles
    
    
    2 to 5 yearsMarketing-related intangibles
    
    
    2 to 30 yearsTechnology-based intangibles
    
    5 years
 Start-up costs
 Research and development
 Impairment or disposal of long-lived assets
  Earnings per share
 Dividends.
 112




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##### Table of Contents



Income taxes
  Stock-based compensation.
   Year ended March 31,2006Net income, as reported
    
    Rs.
    20,271Add: Stockbased employee compensation expense included in reported net income, net of tax effects
    
    
    619Less: Stock-based employee compensation expense determined under fair value based method, net of tax effects
    
    
    (1,191
    )Pro-forma net income
    
    Rs.
    19,699Earnings per share: BasicAs reported
    
    
    14.41Pro-forma
    
    
    14.01Earnings per share: DilutedAs reported
    
    
    14.24Pro-forma
    
    
    13.87
  Derivatives and hedge accounting.
 113




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##### Table of Contents



Reclassifications.
 Recent accounting pronouncements
 SFAS No. 157 .
 SFAS No. 159.
 SFAS No. 141R.
 114




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##### Table of Contents



SFAS No. 160.
 SFAS No. 161.
 SFAS No. 162.
 3. Acquisitions
 Fiscal 2008 acquisitions
 Unza Holdings Limited
    Description
    
    Fair valueCash and cash equivalents
    
    Rs.
    619Property, plant and equipment
    
    
    1,310Marketing-related intangibles
    
    
    7,691Goodwill
    
    
    4,484Other assets
    
    
    2,275Short-term borrowings and long-term debt
    
    
    (2,747
    )Deferred income taxes, net
    
    
    (1,407
    )Other liabilities
    
    
    (1,971
    )Total
    
    Rs.
    10,254
  115




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##### Table of Contents



Infocrossing Inc.
      Description
    
    Fair valueCash and cash equivalents
    
    Rs.
    775Property, plant and equipment
    
    
    2,038Customer-related intangibles
    
    
    2,425Goodwill
    
    
    21,113Other assets
    
    
    1,987Short-term borrowings and long-term debt
    
    
    (5,326
    )Deferred income taxes, net
    
    
    (214
    )Other liabilities
    
    
    (5,158
    )Total
    
    Rs.
    17,640
  Unaudited pro forma financial information
  Year ended March 31,2007
    
    2008(in millions)Revenue
    
    Rs.
    166,993
    
    
    Rs.
    204,279Net income
    
    
    29,911
    
    
    
    32,206Basic net income per share
    
    
    20.96
    
    
    
    22.20Diluted net income per share
    
    
    20.71
    
    
    
    22.14
 116




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##### Table of Contents



Others
    Fiscal 2007 and 2006 Acquisitions
  Name of entity and effective
    
    
    
    Managements assessment of businessdate of acquisition
    
    Nature of business
    
    rationaleIndia, Middle East and SAARC
operations of 3D Networks and
Planet PSG 
(3D Group)
(November 2006)
    
    Business communication solutions
include consulting, voice, data and
converged solutions, and managed
services
    
    Complements the
Companys existing
practice
capabilities and
differentiates the
Company as a
comprehensive IT
Solutions provider
across segments.Hydrauto Group AB (Hydrauto Group)
(November 2006)
    
    Production, marketing and development
of customized hydraulic cylinders
solution
    
    Provides an entry
into European
markets, access to
customer base and
complementary
engineering skills.Quantech Global Services LLC and
Quantech Global Services Ltd
(Quantech)
(July 2006)
    
    Computer Aided Design and Engineering
services
    
    Strengthens
Companys presence
in the mechanical
engineering design
and analysis
services sector.RetailBox BV and subsidiaries

(Enabler Group)
(June 2006)
    
    Software development services,
implementation and support of IS
systems for retail industry.
    
    Expansion of the
Companys range of
IT solution
services (including
Oracle retail
implementation,
digital supply
chain, business
optimization and
integration.) and
expand domain
expertise.Saraware Oy (Saraware)
(June 2006)
    
    Providing design and engineering
services to telecom industry.
    
    Expansion of
presence in the
engineering
services space in
Finland and the
Nordic region.Business of North-West Switchgear
Limited (North -West)
(May 2006)
    
    Manufacturer and distributor of
switches, sockets and miniature
circuit breakers
    
    Expansion of the
presence in
electrical product
segmentcMango Inc and subsidiaries

(cMango Group)
(April 2006)
    
    Business management service solutions
    
    Expansion of
operations in the
Business Management
Services sector and
access to customers
in the Business
Management services
sector.mPower Software Services Inc. and
its subsidiaries (mPower Group)
(December 2005)
    
    IT services in payments service sector
    
    Expansion of domain
expertise in
payment service
sector.BVPENTE Beteiligungsverwaltung GmbH
and its subsidiaries (New Logic
Group)
(December 2005)
    
    Semiconductor Intellectual Property
(IP) cores and complete system on
chip solutions with digital, analog
mixed signal and Radio Frequency (RF)
design services.
    
    Expansion of strong
domain expertise in
semi conductor
Intellectual
Property (IP) cores
and complete
system-on-chip
solutions with
digital, analog
mixed signal and
Radio Frequency
(RF) design
services.
 117




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##### Table of Contents



DeferredPurchase
    
    
    
    
    
    
    tax
    
    
    IntangibleName of entity
    
    consideration
    
    
    Net assets
    
    
    liabilities
    
    
    assets
    
    
    Goodwill3D Group
    
    Rs.
    904
    
    
    Rs.
    508
    
    
    Rs.
    (46
    )
    
    Rs.
    72
    
    
    Rs.
    370Hydrauto Group
    
    
    1,412
    
    
    
    498
    
    
    
    (123
    )
    
    
    136
    
    
    
    901Quantech
    
    
    281
    
    
    
    (230
    )
    
    
    (16
    )
    
    
    46
    
    
    
    481Enabler Group
    
    
    2,442
    
    
    
    389
    
    
    
    (104
    )
    
    
    284
    
    
    
    1,873Saraware
    
    
    1,116
    
    
    
    187
    
    
    
    (89
    )
    
    
    338
    
    
    
    680North-West
    
    
    1,132
    
    
    
    34
    
    
    
    
    
    
    
    1,098
    
    
    
    cMango Group
    
    
    884
    
    
    
    (23
    )
    
    
    (46
    )
    
    
    78
    
    
    
    875mPower Group
    
    
    1,275
    
    
    
    185
    
    
    
    (178
    )
    
    
    513
    
    
    
    755New Logic Group
    
    
    1,225
    
    
    
    307
    
    
    
    (53
    )
    
    
    213
    
    
    
    758Total
    
    Rs.
    10,671
    
    
    Rs.
    1,855
    
    
    Rs.
    (655
    )
    
    Rs.
    2,778
    
    
    Rs.
    6,693
  4. Cash and Cash Equivalents
  5. Accounts Receivable
  Year ended March 31,2006
    
    
    2007
    
    
    2008Balance at the beginning of the year
    
    Rs.
    989
    
    
    Rs.
    1,258
    
    
    Rs.
    1,388Additional provision during the year, net of collections
    
    
    275
    
    
    
    280
    
    
    
    289Bad debts charged to provision
    
    
    (6
    )
    
    
    (150
    )
    
    
    (581
    )Balance at the end of the year
    
    Rs.
    1,258
    
    
    Rs.
    1,388
    
    
    Rs.
    1,096
 6. Inventories
  As of March 31,2007
    
    
    2008Stores and spare parts
    
    Rs.
    298
    
    
    Rs.
    455Raw materials and components
    
    
    1,584
    
    
    
    2,950Work-in-process
    
    
    491
    
    
    
    1,078Finished goods
    
    
    1,777
    
    
    
    2,689Rs.
    4,150
    
    
    Rs.
    7,172
 7. Other Assets
  As of March 31,2007
    
    
    2008Prepaid expenses
    
    Rs.
    1,049
    
    
    Rs.
    2,800Prepaid rentals for leasehold land
    
    
    597
    
    
    
    645Due from officers and employees
    
    
    884
    
    
    
    1,503Advances to suppliers
    
    
    712
    
    
    
    1,373Balances with statutory authorities
    
    
    207
    
    
    
    548Deposits
    
    
    1,591
    
    
    
    1,889Interest-bearing deposits with corporates
    
    
    650
    
    
    
    500Advance income taxes
    
    
    4,844
    
    
    
    6,990Deferred contract costs
    
    
    707
    
    
    
    2,864Derivative asset
    
    
    379
    
    
    
    1,002Others
    
    
    1,135
    
    
    
    2,19212,755
    
    
    
    22,306Less: Current assets
    
    
    (10,502
    )
    
    
    (19,092
    )Rs.
    2,253
    
    
    Rs.
    3,214
 118




---



##### Table of Contents



Sales-type leases
   As of March 31,2007
    
    
    2008Gross finance receivables
    
    Rs.
    437
    
    
    Rs.
    323Unguaranteed residual value
    
    
    28
    
    
    
    84Unearned income
    
    
    (81
    )
    
    
    (79
    )Net investment in finance receivables
    
    Rs.
    384
    
    
    Rs.
    328
  Year ending March 31,
    
    Amount2009
    
    Rs.
    542010
    
    
    422011
    
    
    1282012
    
    
    702013
    
    
    29Total
    
    Rs.
    323
 8. Investments in liquid and short-term mutual funds
  As of March 31, 2007
    
    As of March 31, 2008Gross
    
    
    
    
    
    GrossUnrealized
    
    
    
    
    
    UnrealizedCarrying
    
    Holding
    
    
    
    Carrying
    
    HoldingValue
    
    Gains
    
    Fair Value
    
    Value
    
    Gains
    
    Fair ValueAvailable-for-sale:Investment in
liquid and
short-term mutual
funds
    
    Rs. 31,842
    
    Rs. 568
    
    Rs. 32,410
    
    Rs. 14,317
    
    Rs. 491
    
    Rs. 14,808
  9. Property, Plant and Equipment
  As of March 31,2007
    
    
    2008Land
    
    Rs.
    1,571
    
    
    Rs.
    2,127Buildings
    
    
    6,096
    
    
    
    9,679Plant and machinery
    
    
    6,644
    
    
    
    13,327Furniture, fixtures and equipment
    
    
    3,934
    
    
    
    6,853
 119




---



##### Table of Contents



As of March 31,2007
    
    
    2008Computer equipment
    
    
    9,959
    
    
    
    10,518Vehicles
    
    
    1,821
    
    
    
    2,417Computer software for internal use
    
    
    2,831
    
    
    
    2,916Capital work-in-progress
    
    
    10,189
    
    
    
    13,54443,045
    
    
    
    61,381Accumulated depreciation and amortization
    
    
    (16,504
    )
    
    
    (21,559
    )Rs.
    26,541
    
    
    Rs.
    39,822
   As of March 31,2007
    
    
    2008Plant and machinery
    
    Rs.
    84
    
    
    Rs.
    201Computer equipment
    
    
    
    
    
    
    2,04584
    
    
    
    2,246Accumulated depreciation and amortization
    
    
    (35
    )
    
    
    (1,145
    )Rs.
    49
    
    
    Rs.
    1,101
   Year ending March 31,
    
    Amount2009
    
    Rs.
    4012010
    
    
    3042011
    
    
    2192012
    
    
    1142013
    
    
    72Thereafter
    
    
    113Total minimum lease payments
    
    
    1,223Less: Amount representing interest
    
    
    199Present value of net minimum lease payments
    
    Rs.
    1,024Less: Current portion of obligation under capital leases
    
    Rs.
    323Obligations under capital leases, excluding current portion
    
    Rs.
    701
 10. Goodwill and other Intangible Assets
  As of March 31,2007
    
    
    2008Gross
    
    
    
    
    
    
    
    
    
    
    Grosscarrying
    
    
    Accumulated
    
    
    
    
    
    
    carrying
    
    
    Accumulatedamount
    
    
    Amortization
    
    
    Net
    
    
    amount
    
    
    Amortization
    
    
    NetTechnology-based
intangibles
    
    Rs.
    130
    
    
    Rs.
    71
    
    
    Rs.
    59
    
    
    Rs.
    130
    
    
    Rs.
    103
    
    
    Rs.
    27Customer-related
intangibles
    
    
    2,147
    
    
    
    937
    
    
    
    1,210
    
    
    
    4,585
    
    
    
    1,518
    
    
    
    3,067Marketing-related
intangibles*
    
    
    1,481
    
    
    
    79
    
    
    
    1,402
    
    
    
    9,172
    
    
    
    190
    
    
    
    8,982Effect of
translation
adjustment
    
    
    (8
    )
    
    
    
    
    
    
    (8
    )
    
    
    464
    
    
    
    60
    
    
    
    404Rs.
    3,750
    
    
    Rs.
    1,087
    
    
    Rs.
    2,663
    
    
    Rs.
    14,351
    
    
    Rs.
    1,871
    
    
    Rs.
    12,480
 120




---



##### Table of Contents



*
    
    Gross carrying amount for marketing-related intangibles include indefinite life
intangible asset of Rs. 4,873 as of March 31, 2008.  Year ending March 31,
    
    Amount2009
    
    Rs.
    8852010
    
    
    8002011
    
    
    6072012
    
    
    4812013
    
    
    481Total
    
    Rs.
    3,254
  Year ended March 31,2007
    
    
    2008Balance at the beginning of the year
    
    Rs.
    7,481
    
    
    Rs.
    12,706Goodwill relating to acquisitions (Note 3, 13)
    
    
    5,393
    
    
    
    26,270Adjustment relating to finalization of purchase price allocation
    
    
    (104
    )
    
    
    (215
    )Tax benefit allocated to goodwill
    
    
    (14
    )
    
    
    (51
    )Effect of translation adjustments
    
    
    (50
    )
    
    
    233Balance at the end of the year
    
    Rs.
    12,706
    
    
    Rs.
    38,943
  As of March 31,Segment
    
    2007
    
    
    2008IT Services and Products
    
    Rs.
    6,503
    
    
    Rs.
    27,884BPO Services
    
    
    3,982
    
    
    
    3,982India and AsiaPac IT Services and Products
    
    
    1,045
    
    
    
    1,084Consumer Care and Lighting
    
    
    
    
    
    
    4,641Others
    
    
    1,176
    
    
    
    1,352Total
    
    Rs.
    12,706
    
    
    Rs.
    38,943
 11. Other Liabilities
  As of March 31,2007
    
    
    2008Income taxes payable
    
    Rs.
    3,179
    
    
    Rs.
    4,013Statutory dues and other taxes payable
    
    
    3,758
    
    
    
    5,267Dividends payable
    
    
    7,238
    
    
    
    Warranty obligations
    
    
    742
    
    
    
    924Derivative liability
    
    
    110
    
    
    
    2,571Liability for retirement benefits
    
    
    492
    
    
    
    479Others
    
    
    1,874
    
    
    
    2,27617,393
    
    
    
    15,530Less: Current liabilities
    
    
    16,623
    
    
    
    12,519Rs.
    770
    
    
    Rs.
    3,011
  Year ended March 31,2006
    
    
    2007
    
    
    2008Balance at the beginning of the year
    
    Rs.
    361
    
    
    Rs.
    665
    
    
    Rs.
    742Additional provision during the year
    
    
    601
    
    
    
    827
    
    
    
    1,016Reduction due to payments
    
    
    (297
    )
    
    
    (750
    )
    
    
    (834
    )Balance at the end of the year
    
    Rs.
    665
    
    
    Rs.
    742
    
    
    Rs.
    924
 121




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##### Table of Contents



12. Operating Leases
   Year ending March 31,
    
    Amount2009
    
    Rs.
    7732010
    
    
    7062011
    
    
    6412012
    
    
    5752013
    
    
    511Thereafter
    
    
    2,826Total
    
    Rs.
    6,032
  13. Investments in Affiliates
 Wipro GE Medical Systems (Wipro GE)
    W M NetServ
  14. Financial Instruments and Concentration of Risk
 Concentration of risk
 Derivative financial instruments
 122




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##### Table of Contents



As of March 31,2007
    
    2008Forward contractsSell
    
    $
    345
    
    
    $
    2,775
    16
    
    
    
    105£
    88
    
    
    £
    61Buy
    
    $
    185
    
    
    $
    435¥
    
    
    
    ¥
    7,580Net purchased options (to sell)
    
    $
    36
    
    
    $
    641
    13
    
    
    
    24£
    
    
    
    £
    84¥
    
    
    
    ¥
    7,682
   As of March 31,2006
    
    
    2007
    
    
    2008Balance as at the beginning of the year
    
    Rs.
    113
    
    
    Rs.
    202
    
    
    Rs.
    72Net gains reclassified into net income on occurrence of hedged transactions
    
    
    (114
    )
    
    
    (202
    )
    
    
    (72
    )Changes in fair value of effective portion of outstanding derivatives
    
    
    202
    
    
    
    72
    
    
    
    (1,097
    )Unrealized gain/ (losses) on cash flow hedging derivatives, net
    
    
    89
    
    
    
    (130
    )
    
    
    (1,169
    )Balance as at the end of the year
    
    Rs.
    202
    
    
    Rs.
    72
    
    
    Rs.
    (1,097
    )
  15. Debt
   123




---



##### Table of Contents



As of March 31, 2007
    
    
    As of March 31, 2008Foreign
    
    
    Indian
    
    
    Foreign
    
    
    Indian
    
    
    
    
    
    
    FinalCurrency
    
    currency
    
    
    Rupee
    
    
    currency
    
    
    Rupee
    
    
    Interest rate
    
    
    maturityUnsecured external
commercial borrowingJapanese Yen
    
    
    
    
    
    Rs.
    
    
    
    
    35,016
    
    
    Rs.
    14,070
    
    
    
    1.37
    %
    
    
    2013Unsecured term loanIndian Rupee
    
    
    
    
    
    
    
    
    
    
    245
    
    
    
    245
    
    
    
    6.05
    %
    
    
    2013Euro
    
    
    8
    
    
    
    463
    
    
    
    3
    
    
    
    186
    
    
    
    2.5%  5.22
    %
    
    
    2010Secured term loanSwedish Krona
    
    
    65
    
    
    
    401
    
    
    
    63
    
    
    
    427
    
    
    
    5.32
    %
    
    
    2012864
    
    
    
    
    
    
    
    14,928Less: Current portion
    
    
    
    
    
    
    328
    
    
    
    
    
    
    
    406Long term debt, less
current
portion
    
    
    
    
    
    Rs.
    536
    
    
    
    
    
    
    Rs.
    14,522
  Year ending March 31,
    
    Amount2009
    
    Rs.
    4062010
    
    
    2152011
    
    
    1062012
    
    
    712013
    
    
    14,130Total
    
    Rs.
    14,928
 124




---



##### Table of Contents



16. Equity Shares and Dividends
    17. Stock Dividend
  18. Retained Earnings
  19. Other Income, Net
  Year ended March 31,2006
    
    
    2007
    
    
    2008Interest income
    
    Rs.
    198
    
    
    Rs.
    683
    
    
    Rs.
    1,505Interest expense
    
    
    (35
    )
    
    
    (261
    )
    
    
    (1,064
    )Dividend income
    
    
    863
    
    
    
    1,686
    
    
    
    1,428Gain/ (loss) on sale of liquid and short-term mutual funds
    
    
    238
    
    
    
    549
    
    
    
    771Foreign exchange gains/ (losses), net
    
    
    (80
    )
    
    
    (39
    )
    
    
    (496
    )Others
    
    
    12
    
    
    
    10
    
    
    
    23Rs.
    1,196
    
    
    Rs.
    2,628
    
    
    Rs.
    2,167
 125




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##### Table of Contents



20. Shipping and Handling Costs
  21. Income Taxes
  Year ended March 31,2006
    
    
    2007
    
    
    2008Income from continuing operations
    
    Rs.
    3,265
    
    
    Rs.
    3,723
    
    
    
    3,873Stockholders equity for:Income tax benefits relating to employee stock incentive
plans
    
    
    (69
    )
    
    
    (65
    )
    
    
    (68
    )Gain on sale of long-lived asset to the controlling
shareholder
    
    
    
    
    
    
    
    
    
    
    52Adjustments to initially apply SFAS No. 158
    
    
    
    
    
    
    (18
    )
    
    
    Unrecognized actuarial (gain)/loss, net
    
    
    
    
    
    
    
    
    
    
    (17
    )Unrealized gains / (loss) on investment securities, net
    
    
    115
    
    
    
    25
    
    
    
    (25
    )Tax benefit allocated to goodwill
    
    
    
    
    
    
    (14
    )
    
    
    (51
    )Total income taxes
    
    Rs.
    3,311
    
    
    Rs.
    3,651
    
    
    Rs.
    3,764
  Year ended March 31,2006
    
    
    2007
    
    
    2008Current taxesDomestic
    
    Rs.
    1,605
    
    
    Rs.
    1,575
    
    
    Rs.
    2,641Foreign
    
    
    1,645
    
    
    
    2,177
    
    
    
    1,641Rs.
    3,250
    
    
    Rs.
    3,752
    
    
    Rs.
    4,282Deferred taxesDomestic
    
    
    (8
    )
    
    
    (1
    )
    
    
    (319
    )Foreign
    
    
    23
    
    
    
    (28
    )
    
    
    (90
    )15
    
    
    
    (29
    )
    
    
    (409
    )Total income tax expense
    
    Rs.
    3,265
    
    
    Rs.
    3,723
    
    
    Rs.
    3,873
  Year ended March 31,2006
    
    
    2007
    
    
    2008Income before taxes and minority interest
    
    Rs.
    23,537
    
    
    Rs.
    32,852
    
    
    Rs.
    36,138Enacted income tax rate in India
    
    
    33.66
    %
    
    
    33.66
    %
    
    
    33.99
    %Computed expected tax expense
    
    
    7,923
    
    
    
    11,058
    
    
    
    12,283Effect of:Income exempt from tax
    
    
    (5,322
    )
    
    
    (7,948
    )
    
    
    (8,450
    )Basis differences that will reverse during a tax holiday period
    
    
    291
    
    
    
    526
    
    
    
    (21
    )Income taxed at higher/ (lower) rates
    
    
    230
    
    
    
    125
    
    
    
    (50
    )Income taxes relating to prior years
    
    
    (175
    )
    
    
    (702
    )
    
    
    (530
    )Effect of change in tax rates
    
    
    17
    
    
    
    
    
    
    
    5Changes in valuation allowances
    
    
    29
    
    
    
    7
    
    
    
    138Expenses disallowed for tax purposes
    
    
    304
    
    
    
    647
    
    
    
    391Others, net
    
    
    (32
    )
    
    
    10
    
    
    
    17Total income tax expense
    
    Rs.
    3,265
    
    
    Rs.
    3,723
    
    
    Rs.
    3,783
  126




---



##### Table of Contents



As of March 31,2007
    
    
    2008Deferred tax assetsAllowance for doubtful accounts
    
    Rs.
    217
    
    
    Rs.
    193Accrued expenses and liabilities
    
    
    295
    
    
    
    553Carry-forward business losses
    
    
    1,020
    
    
    
    2,224Minimum alternate tax
    
    
    
    
    
    
    126Deferred income
    
    
    69
    
    
    
    309Others
    
    
    19
    
    
    
    35Total gross deferred tax assets
    
    
    1,620
    
    
    
    3,440Less: valuation allowance
    
    
    (531
    )
    
    
    (619
    )Net deferred tax assets
    
    Rs.
    1,089
    
    
    Rs.
    2,821Deferred tax liabilitiesProperty, plant and equipment
    
    Rs.
    80
    
    
    Rs.
    419Intangible assets
    
    
    560
    
    
    
    2,760Amortizable goodwill
    
    
    85
    
    
    
    472Unrealized gains on Investments in liquid and
short-term funds
    
    
    200
    
    
    
    175Undistributed earnings in equity of affiliates
    
    
    197
    
    
    
    246Others
    
    
    
    
    
    
    57Total gross deferred tax liabilities
    
    Rs.
    1,122
    
    
    Rs.
    4,129Net deferred tax assets / (liabilities)
    
    Rs.
    (33
    )
    
    Rs.
    (1,308
    )
    127




---



##### Table of Contents



Particulars
    
    AmountBalance as of April 1, 2007
    
    Rs.
    3,378Increases related to current year tax positions
    
    
    1,442Increases related to prior year tax positions
    
    
    135Decreases related to prior years tax positions
    
    
    (253
    )Reductions related to lapsing of statutes of limitation
    
    
    (162
    )Impact of foreign currency translation
    
    
    (109
    )Balance as of March 31, 2008
    
    Rs.
    4,431
      128




---



##### Table of Contents



Jurisdiction
    
    Open tax yearsIndia
    
    2003-04 to 2006-07United States  federal taxes
    
    2003-04 to 2006-07United States  state taxes
    
    2001-02 to 2006-07United Kingdom
    
    2001-02 to 2006-07Japan
    
    2001-02 to 2006-07Canada
    
    1999-00 to 2006-07
 22. Employee Stock Incentive Plans
 Wipro Equity Reward Trust (WERT).
  Year ended March 31,2006
    
    
    2007
    
    
    2008Shares held at the beginning of the year
    
    
    7,893,060
    
    
    
    7,869,060
    
    
    
    7,961,760Shares granted to employees
    
    
    (24,000
    )
    
    
    
    
    
    
    Grants forfeited by employees
    
    
    
    
    
    
    92,700
    
    
    
    Shares held at the end of the year
    
    
    7,869,060
    
    
    
    7,961,760
    
    
    
    7,961,760
 Wipro Employee Stock Option plan and Restricted Stock Unit Option Plan.
 Range of ExerciseName of Plan
    
    Authorized Shares
    
    PricesWipro Employee Stock Option Plan 1999 (1999 Plan)
    
    
    30,000,000
    
    
    Rs.
    171  458Wipro Employee Stock Option Plan 2000 (2000 Plan)
    
    
    150,000,000
    
    
    Rs.
    171   458Stock Option Plan (2000 ADS Plan)
    
    
    9,000,000
    
    
    $
    3  7Wipro Restricted Stock Unit Plan (WRSUP 2004 plan)
    
    
    12,000,000
    
    
    Rs.
    2Wipro ADS Restricted Stock Unit Option Plan (WARSUP 2004 plan)
    
    
    12,000,000
    
    
    $
    0.04Wipro employee Restricted Stock Unit Option Plan 2005 (WSRUP 2005 plan)
    
    
    12,000,000
    
    
    Rs.
    2Wipro employee Restricted Stock Unit Option Plan 2007 (WSRUP 2007 plan)
    
    
    10,000,000
    
    
    Rs.
    2
  129




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##### Table of Contents



Year ended March 31,2006
    
    
    
    
    
    2007
    
    
    
    
    
    2008Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    Average
    
    
    
    
    
    AverageRange of
    
    
    
    
    
    Exercise
    
    
    
    
    
    Exercise
    
    
    
    
    
    ExerciseExercise Prices
    
    Number
    
    Price
    
    Number
    
    Price
    
    Number
    
    PriceOutstanding at the
beginning of the
year
    
    Rs.
    171  458
    
    
    
    52,696,149
    
    
    Rs.
    299
    
    
    
    34,317,113
    
    
    Rs.
    310
    
    
    
    2,955,319
    
    
    Rs.
    333$
    3  7
    
    
    
    2,435,250
    
    
    $
    6
    
    
    
    1,447,742
    
    
    $
    6
    
    
    
    556,089
    
    
    $
    6Rs.
    2
    
    
    
    9,519,656
    
    
    Rs.
    2
    
    
    
    7,598,174
    
    
    Rs.
    2
    
    
    
    10,946,864
    
    
    Rs.
    2$
    0.04
    
    
    
    1,536,100
    
    
    $
    0.04
    
    
    
    1,000,720
    
    
    $
    0.04
    
    
    
    1,551,330
    
    
    $
    0.04Granted
    
    Rs.
    171  458
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3  7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Rs.
    2
    
    
    
    55,500
    
    
    Rs.
    2
    
    
    
    6,132,636
    
    
    Rs.
    2
    
    
    
    81,300
    
    
    Rs.
    2$
    0.04
    
    
    
    
    
    
    
    
    
    
    
    918,130
    
    
    $
    0.04
    
    
    
    665,386
    
    
    $
    0.04Exercised
    
    Rs.
    171  458
    
    
    
    (16,422,865
    )
    
    Rs.
    273
    
    
    
    (30,120,192
    )
    
    Rs.
    308
    
    
    
    (1,211,880
    )
    
    Rs.
    374$
    3  7
    
    
    
    (759,508
    )
    
    $
    6
    
    
    
    (891,653
    )
    
    $
    6
    
    
    
    (500,199
    )
    
    $
    6Rs.
    2
    
    
    
    (1,282,410
    )
    
    Rs.
    2
    
    
    
    (2,036,918
    )
    
    Rs.
    2
    
    
    
    (574,051
    )
    
    Rs.
    2$
    0.04
    
    
    
    (148,440
    )
    
    $
    0.04
    
    
    
    (196,620
    )
    
    $
    0.04
    
    
    
    (167,540
    )
    
    $
    0.04Forfeited and lapsed
    
    Rs.
    171  458
    
    
    
    (1,956,171
    )
    
    Rs.
    323
    
    
    
    (1,241,602
    )
    
    Rs.
    283
    
    
    
    (523,513
    )
    
    Rs.
    400$
    3  7
    
    
    
    (228,000
    )
    
    $
    5
    
    
    
    
    
    
    
    
    
    
    
    (47,184
    )
    
    $
    7Rs.
    2
    
    
    
    (694,572
    )
    
    Rs.
    2
    
    
    
    (747,028
    )
    
    Rs.
    2
    
    
    
    (753,950
    )
    
    Rs.
    2$
    0.04
    
    
    
    (386,940
    )
    
    $
    0.04
    
    
    
    (170,900
    )
    
    $
    0.04
    
    
    
    (163,940
    )
    
    $
    0.04Outstanding at the
end of the year
    
    Rs.
    171  458
    
    
    
    34,317,113
    
    
    Rs.
    310
    
    
    
    2,955,319
    
    
    Rs.
    333
    
    
    
    1,219,926
    
    
    Rs.
    264$
    3  7
    
    
    
    1,447,742
    
    
    $
    6
    
    
    
    556,089
    
    
    $
    6
    
    
    
    8,706
    
    
    $
    5Rs.
    2
    
    
    
    7,598,174
    
    
    Rs.
    2
    
    
    
    10,946,864
    
    
    Rs.
    2
    
    
    
    9,700,163
    
    
    Rs.
    2$
    0.04
    
    
    
    1,000,720
    
    
    $
    0.04
    
    
    
    1,551,330
    
    
    $
    0.04
    
    
    
    1,885,236
    
    
    $
    0.04
  Options Outstanding
    
    Options ExercisableWeighted
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    Weighted
    
    
    
    
    
    Average
    
    WeightedRemaining
    
    Average
    
    
    
    
    
    Remaining
    
    AverageRange of
    
    
    
    
    
    Life
    
    Exercise
    
    
    
    
    
    Life
    
    ExerciseExercise Prices
    
    Numbers
    
    (Months)
    
    Price
    
    Numbers
    
    (Months)
    
    Price171  458
    
    
    1,219,926
    
    
    
    14
    
    
    
    264
    
    
    
    1,219,926
    
    
    
    14
    
    
    
    264$3 7
    
    
    8,706
    
    
    
    14
    
    
    
    5
    
    
    
    8,706
    
    
    
    14
    
    
    
    5Rs 2
    
    
    9,700,163
    
    
    
    42
    
    
    
    2
    
    
    
    1,200,507
    
    
    
    29
    
    
    
    2$0.04
    
    
    1,885,236
    
    
    
    51
    
    
    $
    0.04
    
    
    
    129,600
    
    
    
    29
    
    
    $
    0.04
    130




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##### Table of Contents



Year ended March 31,2006
    
    
    2007
    
    
    2008Cost of revenues
    
    Rs.
    437
    
    
    Rs.
    1,044
    
    
    Rs.
    840Selling and marketing expenses
    
    
    75
    
    
    
    169
    
    
    
    137General and administrative expenses
    
    
    140
    
    
    
    123
    
    
    
    99Rs.
    652
    
    
    Rs.
    1,336
    
    
    Rs.
    1,076
  Modification of Employee Stock Incentive Plans
   23. Earnings Per Share
  Year ended March 31,2006
    
    
    2007
    
    
    2008EarningsNet income
    
    Rs.
    20,271
    
    
    Rs.
    29,168
    
    
    Rs.
    32,241Equity sharesWeighted average number of equity shares outstanding
    
    
    1,406,505,974
    
    
    
    1,426,709,163
    
    
    
    1,450,604,615Effect of dilutive equivalent shares-stock options
    
    
    17,173,256
    
    
    
    17,758,394
    
    
    
    4,175,992Weighted average number of equity shares and
equivalent shares outstanding
    
    
    1,423,679,230
    
    
    
    1,444,467,557
    
    
    
    1,454,780,607
  131




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##### Table of Contents



24. Employee Benefit Plans
 Gratuity
  Obligations and Funded Status
 As of March 31,2007
    
    
    2008Change in the benefit obligationProjected Benefit Obligation (PBO) at the beginning of the year
    
    Rs.
    756
    
    
    Rs.
    1,027Service cost
    
    
    193
    
    
    
    258Interest cost
    
    
    55
    
    
    
    89Benefits paid
    
    
    (77
    )
    
    
    (135
    )Actuarial loss/(gain)
    
    
    100
    
    
    
    142PBO at the end of the year
    
    
    1,027
    
    
    
    1,381Change in plan assetsFair value of plan assets at the beginning of the year
    
    
    656
    
    
    
    727Actual return on plan assets
    
    
    59
    
    
    
    104Employer contributions
    
    
    89
    
    
    
    554Benefits paid
    
    
    (77
    )
    
    
    (135
    )Plan assets at the end of the year
    
    
    727
    
    
    
    1,250Funded status
    
    
    (300
    )
    
    
    (131
    )
  Year ended March 31,2007
    
    
    2008Net actuarial loss
    
    Rs.
    138
    
    
    Rs.
    217Net prior service cost
    
    
    3
    
    
    
    Net transitional obligation
    
    
    1
    
    
    
    Total accumulated other comprehensive income
    
    Rs.
    142
    
    
    Rs.
    217
  Year ended March 31,2006
    
    
    2007
    
    
    2008Service cost
    
    Rs.
    164
    
    
    Rs.
    193
    
    
    Rs.
    258Interest cost
    
    
    46
    
    
    
    55
    
    
    
    89Expected return on assets
    
    
    (31
    )
    
    
    (42
    )
    
    
    (54
    )Amortization of transition liabilities/actuarial loss
    
    
    10
    
    
    
    (4
    )
    
    
    13Adjustments(1)
    
    
    
    
    
    
    (78
    )
    
    
    Net gratuity cost
    
    Rs.
    189
    
    
    Rs.
    124
    
    
    Rs.
    306
 132




---



##### Table of Contents



(1)
  As of March 31,2007
    
    2008Discount rate
    
    
    9.6
    %
    
    
    9.35
    %Rate of increase in compensation levels
    
    
    7
    %
    
    
    7
    %Rate of return on plan assets
    
    
    7.5
    %
    
    
    7.5
    %
  Year ended March 31,2006
    

2007
    

2008Discount rate
    
    
    8
    %
    
    
    8
    %
    
    
    9.6
    %Rate of increase in compensation levels
    
    
    7
    %
    
    
    7
    %
    
    
    7
    %Rate of return on plan assets
    
    
    7
    %
    
    
    7
    %
    
    
    7.5
    %
   Expected contribution to the fund for the year ending March 31, 2009
    
    Rs.
    124Expected benefit payments from the fund for the year ending March 31:2009
    
    Rs.
    2702010
    
    
    2552011
    
    
    2942012
    
    
    3572013
    
    
    432Thereafter
    
    
    2,105Total
    
    Rs.
    3,713
  Superannuation
 Provident fund.
 133




---



##### Table of Contents



Year ended March 31,2006
    
    

2007
    
    

2008Defined contribution
    
    Rs.
    984
    
    
    Rs.
    1,318
    
    
    Rs.
    1,829Defined benefit
    
    
    52
    
    
    
    89
    
    
    
    554Total
    
    Rs.
    1,036
    
    
    Rs.
    1,407
    
    
    Rs.
    2,383
 25. Related parties
  26. Sale of financial assets
  27. Commitments and Contingencies
 Capital commitments
 Other commitments
  Guarantees
 Contingencies and lawsuits
 134




---



##### Table of Contents



28. Segment Information
           135




---



##### Table of Contents



Year ended March 31, 2006Global IT Services and Products
    
    India andAsiaPac IT
    
    ConsumerBPO
    
    
    
    
    
    Services and
    
    Care and
    
    
    
    
    
    Reconcili
    
    EntityIT Services
    
    Services
    
    Total
    
    Products
    
    Lighting
    
    Others
    
    ng Items
    
    TotalRevenues
    
    
    73,061
    
    
    
    7,664
    
    
    
    80,725
    
    
    
    16,477
    
    
    
    5,625
    
    
    
    3,280
    
    
    
    
    
    
    
    106,107Exchange rate fluctuations
    
    
    (174
    )
    
    
    (38
    )
    
    
    (212
    )
    
    
    (2
    )
    
    
    
    
    
    
    5
    
    
    
    209
    
    
    
    Total revenues
    
    
    72,887
    
    
    
    7,626
    
    
    
    80,513
    
    
    
    16,475
    
    
    
    5,625
    
    
    
    3,285
    
    
    
    209
    
    
    
    106,107Cost of revenues
    
    
    (46,986
    )
    
    
    (5,810
    )
    
    
    (52,796
    )
    
    
    (12,835
    )
    
    
    (3,556
    )
    
    
    (2,460
    )
    
    
    
    
    
    
    (71,647
    )Selling and marketing expenses
    
    
    (3,893
    )
    
    
    (49
    )
    
    
    (3,942
    )
    
    
    (1,392
    )
    
    
    (1,160
    )
    
    
    (236
    )
    
    
    (34
    )
    
    
    (6,764
    )General and administrative expenses
    
    
    (3,392
    )
    
    
    (752
    )
    
    
    (4,144
    )
    
    
    (841
    )
    
    
    (102
    )
    
    
    (113
    )
    
    
    (39
    )
    
    
    (5,239
    )Research and development expenses
    
    
    (202
    )
    
    
    
    
    
    
    (202
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (202
    )Amortization of intangible assets
    
    
    (26
    )
    
    
    (5
    )
    
    
    (31
    )
    
    
    (12.00
    )
    
    
    (21
    )
    
    
    
    
    
    
    
    
    
    
    (64
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (208
    )
    
    
    (208
    )Others, net
    
    
    11
    
    
    
    
    
    
    
    11
    
    
    
    9
    
    
    
    13
    
    
    
    11
    
    
    
    26
    
    
    
    70Operating income of segment (1)
    
    
    18,399
    
    
    
    1,010
    
    
    
    19,409
    
    
    
    1,404
    
    
    
    799
    
    
    
    487
    
    
    
    (46
    )
    
    
    22,053Total assets of segment
    
    
    43,404
    
    
    
    11,427
    
    
    
    54,831
    
    
    
    8,972
    
    
    
    2,345
    
    
    
    3,454
    
    
    
    33,226
    
    
    
    102,828Capital employed opening
    
    
    21,290
    
    
    
    8,122
    
    
    
    29,412
    
    
    
    2,895
    
    
    
    936
    
    
    
    2,172
    
    
    
    22,410
    
    
    
    57,825Capital employed closing
    
    
    30,828
    
    
    
    10,338
    
    
    
    41,166
    
    
    
    3,774
    
    
    
    1,310
    
    
    
    2,833
    
    
    
    30,387
    
    
    
    79,470Average capital employed
    
    
    26,059
    
    
    
    9,230
    
    
    
    35,289
    
    
    
    3,335
    
    
    
    1,123
    
    
    
    2,503
    
    
    
    26,397
    
    
    
    68,647Return on capital employed
    
    
    71
    %
    
    
    11
    %
    
    
    55
    %
    
    
    42
    %
    
    
    71
    %Accounts receivable
    
    
    15,106
    
    
    
    849
    
    
    
    15,955
    
    
    
    3,350
    
    
    
    563
    
    
    
    723
    
    
    
    
    
    
    
    20,591Cash and cash equivalents and investments in
liquid and short-term mutual funds.
    
    
    5,247
    
    
    
    4,098
    
    
    
    9,345
    
    
    
    241
    
    
    
    178
    
    
    
    368
    
    
    
    29,042
    
    
    
    39,174Depreciation
    
    
    2,188
    
    
    
    624
    
    
    
    2,812
    
    
    
    117
    
    
    
    82
    
    
    
    59
    
    
    
    31
    
    
    
    3,101
 Year ended March 31, 2007Global IT Services and Products
    
    India andAsiaPac IT
    
    ConsumerBPO
    
    
    
    
    
    Services and
    
    Care and
    
    
    
    
    
    Reconcili
    
    EntityIT Services
    
    Services
    
    Total
    
    Products
    
    Lighting
    
    Others
    
    ng Items
    
    TotalRevenues
    
    
    101,508
    
    
    
    9,413
    
    
    
    110,921
    
    
    
    23,888
    
    
    
    7,559
    
    
    
    7,063
    
    
    
    
    
    
    
    149,431Exchange rate fluctuations
    
    
    (155
    )
    
    
    (24
    )
    
    
    (179
    )
    
    
    (25
    )
    
    
    4
    
    
    
    3
    
    
    
    197
    
    
    
    Total revenues
    
    
    101,353
    
    
    
    9,389
    
    
    
    110,742
    
    
    
    23,863
    
    
    
    7,563
    
    
    
    7,066
    
    
    
    197
    
    
    
    149,431Cost of revenues
    
    
    (66,817
    )
    
    
    (6,173
    )
    
    
    (72,990
    )
    
    
    (18,555
    )
    
    
    (4,905
    )
    
    
    (5,748
    )
    
    
    
    
    
    
    (102,200
    )Selling and marketing expenses
    
    
    (5,000
    )
    
    
    (100
    )
    
    
    (5,100
    )
    
    
    (2,068
    )
    
    
    (1,483
    )
    
    
    (477
    )
    
    
    (45
    )
    
    
    (9,173
    )General and administrative expenses
    
    
    (4,742
    )
    
    
    (983
    )
    
    
    (5,725
    )
    
    
    (1,198
    )
    
    
    (120
    )
    
    
    (501
    )
    
    
    (95
    )
    
    
    (7,639
    )Research and development expenses
    
    
    (268
    )
    
    
    
    
    
    
    (268
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (268
    )Amortization of intangible assets
    
    
    (220
    )
    
    
    (5
    )
    
    
    (225
    )
    
    
    (32
    )
    
    
    (5
    )
    
    
    (7
    )
    
    
    
    
    
    
    (269
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (197
    )
    
    
    (197
    )Others, net
    
    
    93
    
    
    
    
    
    
    
    94
    
    
    
    29
    
    
    
    17
    
    
    
    51
    
    
    
    29
    
    
    
    220Operating income of segment (1)
    
    
    24,399
    
    
    
    2,128
    
    
    
    26,527
    
    
    
    2,039
    
    
    
    1,067
    
    
    
    384
    
    
    
    (111
    )
    
    
    29,906Total assets of segment
    
    
    64,881
    
    
    
    7,816
    
    
    
    72,697
    
    
    
    13,209
    
    
    
    4,677
    
    
    
    7,742
    
    
    
    48,443
    
    
    
    146,767Capital employed opening
    
    
    30,828
    
    
    
    10,337
    
    
    
    41,165
    
    
    
    3,774
    
    
    
    1,310
    
    
    
    2,833
    
    
    
    30,387
    
    
    
    79,469Capital employed closing
    
    
    47,661
    
    
    
    6,456
    
    
    
    54,117
    
    
    
    5,718
    
    
    
    3,094
    
    
    
    5,659
    
    
    
    36,661
    
    
    
    105,249Average capital employed
    
    
    39,245
    
    
    
    8,397
    
    
    
    47,642
    
    
    
    4,746
    
    
    
    2,201
    
    
    
    4,246
    
    
    
    33,524
    
    
    
    92,359Return on capital employed
    
    
    62
    %
    
    
    25
    %
    
    
    56
    %
    
    
    43
    %
    
    
    49
    %
    
    
    
    
    
    
    
    
    
    
    Accounts receivable
    
    
    20,371
    
    
    
    1,097
    
    
    
    21,468
    
    
    
    4,671
    
    
    
    723
    
    
    
    1,221
    
    
    
    
    
    
    
    28,083Cash and cash equivalents and investments in
liquid and short-term mutual funds.
    
    
    8,593
    
    
    
    421
    
    
    
    9,014
    
    
    
    888
    
    
    
    358
    
    
    
    251
    
    
    
    34,312
    
    
    
    44,823Depreciation
    
    
    2,888
    
    
    
    617
    
    
    
    3,505
    
    
    
    168
    
    
    
    103
    
    
    
    139
    
    
    
    16
    
    
    
    3,931
 136




---



##### Table of Contents



Year ended March 31, 2008India andGlobal IT Services and Products
    
    AsiaPacITServices
    
    ConsumerBPO
    
    
    
    
    
    and
    
    Care and
    
    
    
    
    
    Reconciling
    
    EntityIT Services
    
    Acquisitions
    
    Services
    
    Total
    
    Products
    
    Lighting
    
    Others
    
    Items
    
    TotalRevenues
    
    
    119,308
    
    
    
    5,291
    
    
    
    11,588
    
    
    
    136,187
    
    
    
    34,528
    
    
    
    14,639
    
    
    
    12,074
    
    
    
    
    
    
    
    197,428Exchange rate fluctuations
    
    
    108
    
    
    
    
    
    
    
    (18
    )
    
    
    90
    
    
    
    74
    
    
    
    (20
    )
    
    
    (19
    )
    
    
    (125
    )
    
    
    Total revenues
    
    
    119,416
    
    
    
    5,291
    
    
    
    11,570
    
    
    
    136,277
    
    
    
    34,602
    
    
    
    14,619
    
    
    
    12,055
    
    
    
    (125
    )
    
    
    197,428Cost of revenues
    
    
    (81,406
    )
    
    
    (4,388
    )
    
    
    (7,661
    )
    
    
    (93,455
    )
    
    
    (26,583
    )
    
    
    (8,681
    )
    
    
    (9,913
    )
    
    
    (199
    )
    
    
    (138,831
    )Selling and marketing expenses
    
    
    (5,769
    )
    
    
    (247
    )
    
    
    (179
    )
    
    
    (6,195
    )
    
    
    (3,670
    )
    
    
    (3,222
    )
    
    
    (632
    )
    
    
    (88
    )
    
    
    (13,807
    )General and administrative expenses
    
    
    (6,079
    )
    
    
    (336
    )
    
    
    (1,167
    )
    
    
    (7,582
    )
    
    
    (1,624
    )
    
    
    (816
    )
    
    
    (704
    )
    
    
    (94
    )
    
    
    (10,820
    )Research and development expenses
    
    
    (405
    )
    
    
    
    
    
    
    
    
    
    
    (405
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (405
    )Amortization of intangible assets
    
    
    (236
    )
    
    
    (183
    )
    
    
    (5
    )
    
    
    (424
    )
    
    
    (47
    )
    
    
    (111
    )
    
    
    (35
    )
    
    
    
    
    
    
    (616
    )Exchange rate fluctuations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    125Others, net
    
    
    401
    
    
    
    
    
    
    
    
    
    
    
    401
    
    
    
    62
    
    
    
    52
    
    
    
    106
    
    
    
    18
    
    
    
    640Operating income of segment (1)
    
    
    25,922
    
    
    
    136
    
    
    
    2,558
    
    
    
    28,617
    
    
    
    .2,740
    
    
    
    1,841
    
    
    
    .877
    
    
    
    (363
    )
    
    
    .33,714Total assets of segment
    
    
    80,802
    
    
    
    28,748
    
    
    
    8,835
    
    
    
    118,385
    
    
    
    20,494
    
    
    
    23,137
    
    
    
    16,250
    
    
    
    46,603
    
    
    
    224,900Capital employed opening
    
    
    47,661
    
    
    
    
    
    
    
    6,456
    
    
    
    54,117
    
    
    
    5,718
    
    
    
    3,094
    
    
    
    5,659
    
    
    
    36,662
    
    
    
    105,249Capital employed closing
    
    
    61,894
    
    
    
    20,629
    
    
    
    6,753
    
    
    
    89,276
    
    
    
    11,397
    
    
    
    19,308
    
    
    
    6,990
    
    
    
    48,219
    
    
    
    174,190Average capital employed
    
    
    54,777
    
    
    
    10,315
    
    
    
    6,605
    
    
    
    71,696
    
    
    
    8,057
    
    
    
    11,201
    
    
    
    6,324
    
    
    
    42,440
    
    
    
    139,720Return on capital employed
    
    
    47
    %
    
    
    1
    %
    
    
    39
    %
    
    
    40
    %
    
    
    34
    %
    
    
    16
    %
    
    
    
    
    
    
    
    
    
    
    24
    %Accounts receivable
    
    
    24,294
    
    
    
    947
    
    
    
    1,447
    
    
    
    26,688
    
    
    
    8,553
    
    
    
    2,246
    
    
    
    1,422
    
    
    
    
    
    
    
    38,908Cash and cash equivalents and investments in
liquid and short-term mutual funds.
    
    
    20,966
    
    
    
    62
    
    
    
    264
    
    
    
    21,292
    
    
    
    811
    
    
    
    735
    
    
    
    104
    
    
    
    31,137
    
    
    
    54,078Depreciation
    
    
    3,616
    
    
    
    354
    
    
    
    625
    
    
    
    4,595
    
    
    
    223
    
    
    
    198
    
    
    
    308
    
    
    
    19
    
    
    
    5,343
 
 (1)
    
    Operating income of segments is after recognition of stock compensation expense
arising from the grant of options: Segments
    
    2006
    
    
    2007
    
    
    2008IT Services
    
    Rs.
    528
    
    
    Rs.
    1,151
    
    
    Rs.
    899BPO Services
    
    
    23
    
    
    
    49
    
    
    
    32India and AsiaPac IT Services and Products
    
    
    40
    
    
    
    80
    
    
    
    76Consumer Care and Lighting
    
    
    9
    
    
    
    23
    
    
    
    42Others
    
    
    17
    
    
    
    13
    
    
    
    5Reconciling items
    
    
    35
    
    
    
    20
    
    
    
    22Total
    
    
    652
    
    
    
    1,336
    
    
    
    1,076
   Year ended March 31,2006
    
    
    2007
    
    
    2008India
    
    Rs.
    21,804
    
    
    Rs.
    30,650
    
    
    Rs.
    46,891United States
    
    
    53,481
    
    
    
    72,846
    
    
    
    87,552Europe
    
    
    24,310
    
    
    
    36,972
    
    
    
    48,259Rest of the world
    
    
    6,512
    
    
    
    8,963
    
    
    
    14,726Rs.
    106,107
    
    
    Rs.
    149,431
    
    
    Rs.
    197,428
 137




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##### Table of Contents



29. Fair Value of Financial Instruments
  138




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##### Table of Contents



Item 19. Exhibits
 ExhibitNumber
    
    Description1.1
    
    Articles of Association of Wipro Limited, as amended (1)1.2
    
    Memorandum of Association of Wipro Limited, as amended (1)1.3
    
    Certificate of Incorporation of Wipro Limited, as amended (1)2.1
    
    Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt) (1)2.2
    
    Wipros specimen certificate for equity shares (1)4.1
    
    1999 Employee Stock Option Plan (1999 plan) (1)4.2
    
    2000 Employee Stock Option Plan (2000 plan) (1)4.3
    
    Wipro Equity Reward Trust (1)4.4
    
    2000 ADS Option Plan (2000 ADS Plan) (3)4.5
    
    Wipro Employee ADS Restricted Stock Unit Plan 2004 (WARSUP 2004 plan) (4)4.6
    
    Wipro Employee Restricted Stock Unit Plan 2004 (WRSUP 2004 plan)(5)4.7
    
    Form of Indemnification Agreement, as amended (3)4.8
    
    Form of Agreement for Appointment/Re-appointment of Executive Directors (5)4.9
    
    Sample Letter of appointment to Non Executive Directors (5)4.10
    
    Wipro Employee Restricted Stock Unit Plan 2005 (WRSUP 2005 plan) (6)4.11
    
    Wipro Employee Restricted Stock Unit Plan 2007 (WRSUP 2007 Plan)11.1
    
    Code of Ethics for Principal and Finance Officers (2)12.1
    
    Certification of Chief Executive Officer under Section 302 of the Sarbanes Oxley Act12.2
    
    Certification of Chief Financial Officer under Section 302 of the Sarbanes Oxley Act13
    
    Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the
Sarbanes Oxley Act23.1
    
    Consent of Independent Registered Public Accounting Firm99.1
    
    Wipros Ombudsprocess (2)99.2
    
    Code of Business Conduct and Ethics (7)99.3
    
    Audit Committee Charter (8)99.4
    
    Board Governance and Compensation Committee Charter (6)99.5
    
    Amendment No. 1 to 1999 plan, 2000 plan, 2000 ADS plan, WRSUP 2004 Plan, WARSUP 2004 Plan and
WRSUP 2005 Plan99.6
    
    Amendment No. 2 to 1999 plan, 2000 plan, WRSUP 2004 Plan and WRSUP 2005 Plan99.7
    
    Amendment No. 3 to WRSUP 2004 Plan and WRSUP 2005 Plan99.8
    
    Amendment No. 2 to WARSUP 2004 Plan99.9
    
    Amendment No. 3 to 2000 Plan
 
 (1)
    
    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.(2)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 9, 2003.(3)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 17, 2004.(4)
    
    Incorporated by reference to Exhibits filed with the Registrants Registration Statement on
Form S-8 filed on February 28, 2005.(5)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 13, 2005.(6)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 22, 2006.(7)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on May 30, 2007(8)
    
    Incorporated by reference to Exhibits filed with the Registrants Annual Report on Form 20-F
filed on June 13, 2005, as amended by Exhibit with the Registrants Annual Report on Form 20-F
filed on May 30, 2007 139




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##### Table of Contents



SIGNATURES
   Bangalore, India
    
    /s/ Azim H. Premji
    
    /s/ Suresh C. SenapatyDate: May 30, 2008
    
    Azim H. Premji,
    
    Suresh C. SenapatyChairman and Managing Director
    
    Chief Financial Officer  and Director
 140