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UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549





FORM 20-F

(Mark One)

|  |  |                                                                                               
|- |  | ----------------------------------------------------------------------------------------------
|o |  | Registration statement pursuant to Section 12(b) or
(g) of the Securities Exchange Act of 1934
|  |  |                                                                                               
|x |  | Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934          
|  |  |                                                                                               
|  |  | For the fiscal year ended March 31, 2003                                                      
|  |  |                                                                                               
|o |  | Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934      
|  |  |                                                                                               
|  |  | For the transition period from                  to                                            

Commission File Number: 001-16139

WIPRO LIMITED


(Exact name of Registrant as specified in its charter)


Not Applicable
(Translation of Registrants name into English)

Karnataka, India


(Jurisdiction of incorporation or organization)


Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-844-0011
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on which Registered
|                    |  |                                          
|None                |  | New York Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:

American Depositary Shares,
each represented by one Equity Share,
par value Rs. 2 per share.

(Title of Class)


Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not Applicable

(Title of Class)


Indicate the number of each of the issuers classes of capital or common
stock as of the class of the period covered by the Annual Report.
232,563,992
Equity Shares

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

Yes    
x        
No    o

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

Item 17    
o   
Item 18    x



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TABLE OF CONTENTS



|              |                                                                                       |  |  |  |  |  |  | 
|------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I       
|              | Item 1. Identity of Directors, Senior Management and Advisers                        
|              | Item 2. Offer Statistics and Expected Timetable                                      
|              | Item 3. Key Information                                                              
|              | Item 4. Information on the Company                                                   
|              | Item 5. Operating and Financial Review and Prospects                                 
|              | Item 6.Directors, Senior Management and Employees                                    
|              | Item 7. Major Shareholders and Related Party Transactions                            
|              | Item 8. Financial Information                                                        
|              | Item 9. The Offer and Listing                                                        
|              | Item 10. Additional Information                                                      
|              | Item 11. Quantitative and Qualitative Disclosures about Market Risk                  
|              | 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                                                     
|              | Item 16 A. Audit Committee Financials Expert                                         
|              | Item 16 B. Code of Ethics                                                            
|              | Item 17. Financial Statements                                                        
|Part III     
|              | Item 18. Financial Statements                                                        
|Part IV      
|              | Item 19. Exhibits                                                                    
|Signatures   
|EXHIBIT INDEX
|EXHIBIT 99.1 
|EXHIBIT 99.2 
|EXHIBIT 99.3 
|EXHIBIT 99.4 



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Currency of Presentation and Certain Defined Terms

In this Annual Report on Form 20-F, references to U.S., or United States
are to the United States of America, its territories and its possessions.
References to India are to the Republic of India. References to U.K. are to
United Kingdom. Reference to $ or dollars or U.S. dollars are to the
legal currency of the United States, references to £ or Pound Sterling are
to the legal currency of United Kingdom and references to Rs. or Rupees or
Indian rupees are to the legal currency of India. Our financial statements
are presented in Indian rupees and translated into U.S. dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles (U.S. GAAP). References to Indian GAAP are to Indian Generally
Accepted Accounting Principles. References to a particular fiscal year are
to our fiscal year ended March 31 of such year.

All references to we, us, our, Wipro or the Company shall mean Wipro
Limited. Wipro is a registered trademark of Wipro Limited in the United
States and India. All other trademarks or tradenames used in this Annual
Report on Form 20-F are the property of the respective owners.

Except as otherwise stated in this Annual Report on Form 20-F, all translations
from Indian rupees to U.S. dollars are based on the noon buying rate in the
City of New York on March 31, 2003, for cable transfers in Indian rupees as
certified for customs purposes by the Federal Reserve Bank of New York which
was Rs. 47.53 per $1.00. No representation is made that the Indian rupee
amounts have been, could have been or could be converted into United States
dollars at such a rate or any other rate. Any discrepancies in any table
between totals and sums of the amounts listed are due to rounding. Information
contained in our website, www.wipro.com, is not part of this Annual Report.

Forward-Looking Statements May Prove Inaccurate

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





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##### Table of Contents






PART I




Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.




Item 2. Offer Statistics and Expected Timetable

Not applicable.




Item 3. Key Information

Summary of Selected Consolidated Financial Data

The selected consolidated financial data should be read in conjunction
with the consolidated financial statements, the
related notes and operating and financial review and prospects which are
included elsewhere in this Annual Report. The selected
consolidated statements of income data for the five years ended March 31, 2003
and selected consolidated balance sheet data as of
March 31, 1999, 2000, 2001, 2002 and 2003 have been derived from our audited
consolidated financial statements and related notes,
which have been prepared and presented in accordance with U.S. GAAP.

(In millions, except share data)

|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 
|---------------------------------------------------------------------------------------- | -------------------------------------------- | -------- | ----- | -------------------- | ------ | ---- | ----- | ------ | ------ | ---- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | --- | ------ | ------ | ------ | - | --- | ---------------- | --- | 
|                                                                                         |                                              |          |       | Year ended March 31,
|                                                                                         |                                              |          |       |                     
|                                                                                         |                                              |          |       | 1999                 |        | 2000 |       | 2001   |        | 2002 |        | 2003   |        | 2003
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |     
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     | Convenience     
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     | translation into
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     | US $            
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     | (Unaudited)     
|Consolidated statements of Income data :                                                 |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                 
|Revenue:                                                                                 |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                 
|                                                                                         |                                              | Services |       | Rs.                  | 7,496  |      |       | Rs.    | 11,719 |      |        | Rs.    | 19,617 |      |        | Rs.    | 23,467 |     |        | Rs.    | 32,480 |   |     | $                | 683 | 
|                                                                                         |                                              | Products |       |                      | 10,236 |      |       |        | 11,109 |      |        |        | 11,026 |      |        |        | 10,006 |     |        |        | 10,369 |   |     |                  | 218 | 
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 
|                                                                                         | Total                                        |          |       | 17,732               |        |      |       | 22,828 |        |      |        | 30,643 |        |      |        | 33,473 |        |     |        | 42,849 |        |   |     | 902              |    
|Cost of Revenues :                                                                       |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                 
|                                                                                         |                                              | Services |       |                      | 4,737  |      |       |        | 7,121  |      |        |        | 10,410 |      |        |        | 12,608 |     |        |        | 18,847 |   |     |                  | 397 | 
|                                                                                         |                                              | Products |       |                      | 8,068  |      |       |        | 8,961  |      |        |        | 8,507  |      |        |        | 8,053  |     |        |        | 8,329  |   |     |                  | 175 | 
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 
|                                                                                         | Total                                        |          |       | 12,805               |        |      |       | 16,082 |        |      |        | 18,917 |        |      |        | 20,661 |        |     |        | 27,176 |        |   |     | 572              |    
|Gross Profit                                                                             |                                              |          | 4,927 |                      |        |      | 6,746 |        |        |      | 11,726 |        |        |      | 12,812 |        |        |     | 15,673 |        |        |   | 330 |                 
|Operating expenses :                                                                     |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                 
|                                                                                         | Selling, general and
administrative expenses |          |       | (3,119               | )      |      |       | (3,252 | )      |      |        | (4,596 | )      |      |        | (4,359 | )      |     |        | (6,193 | )      |   |     | (130             | )  
|                                                                                         | Amortization of intangible assets            |          |       |                     |        |      |       |       |        |      |        |       |        |      |        |       |        |     |        | (166   | )      |   |     | (3               | )  
|                                                                                         | Other operating income/(expenses)            |          |       | 137                  |        |      |       | 124    |        |      |        | 424    |        |      |        | (11    | )      |     |        | 172    |        |   |     | 4                |    
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 
|Operating Income                                                                         |                                              |          | 1,945 |                      |        |      | 3,618 |        |        |      | 7,554  |        |        |      | 8,442  |        |        |     | 9,486  |        |        |   | 200 |                 
|Gain/(loss) on sale of stock by affiliates,
including direct issue of stock by affiliate |                                              |          |      |                      |        |      | 412   |        |        |      |       |        |        |      |       |        |        |     |       |        |        |   |    |                 
|Other income/(expense), (net)                                                            |                                              |          | (282  | )                    |        |      | (284  | )      |        |      | 87     |        |        |      | 838    |        |        |     | 718    |        |        |   | 15  |                 
|Income taxes                                                                             |                                              |          | (179  | )                    |        |      | (525  | )      |        |      | (1,150 | )      |        |      | (1,016 | )      |        |     | (1,342 | )      |        |   | (28 | )               
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 
|Income before share of equity in earnings
of affiliates                                  |                                              |          | 1,484 |                      |        |      | 3,221 |        |        |      | 6,491  |        |        |      | 8,264  |        |        |     | 8,862  |        |        |   | 186 |                 
|Equity in earnings of affiliates                                                         |                                              |          | 96    |                      |        |      | 113   |        |        |      | (53    | )      |        |      | 147    |        |        |     | (355   | )      |        |   | (7  | )               
|Minority interest(6)                                                                     |                                              |          |      |                      |        |      |      |        |        |      |       |        |        |      |       |        |        |     | (30    | )      |        |   | (1  | )               
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 
|Income from continuing operations                                                        |                                              | Rs.      | 1,580 |                      |        | Rs.  | 3,334 |        |        | Rs.  | 6,438  |        |        | Rs.  | 8,411  |        |        | Rs. | 8,477  |        |        | $ | 178 |                 
|                                                                                         |                                              |          |       |                      |        |      |       |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |     |                  |     | 





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(In millions, except share data)

|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                  |      | 
|------------------------------------------------------------------------------------------------------ | ------------------------------------------- | ------- | ------ | -------------------- | ------ | ---- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | ---- | ------ | ------ | ------ | --- | ------ | ------ | ------ | - | ---- | ---------------- | ---- | 
|                                                                                                       |                                             |         |        | Year ended March 31,
|                                                                                                       |                                             |         |        |                     
|                                                                                                       |                                             |         |        | 1999                 |        | 2000 |        | 2001   |        | 2002 |        | 2003   |        | 2003
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |     
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      | Convenience     
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      | translation into
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      | US $            
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      | (Unaudited)     
|Earnings per share from continuing operations :                                                        |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                 
|                                                                                                       |                                             | Basic   |        |                      | 6.94   |      |        |        | 14.63  |      |        |        | 28.07  |      |        |        | 36.39  |     |        |        | 36.66  |   |      |                  | 0.77 | 
|                                                                                                       |                                             | Diluted |        |                      | 6.94   |      |        |        | 14.58  |      |        |        | 27.84  |      |        |        | 36.33  |     |        |        | 36.60  |   |      |                  | 0.77 | 
|Cash dividend per equity share                                                                         |                                             |         | 0.30   |                      |        |      | 0.30   |        |        |      | 0.30   |        |        |      | 0.50   |        |        |     | 1.00   |        |        |   | 0.02 |                 
|Additional data :                                                                                      |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                 
|Revenue by Segment                                                                                     |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                 
|                                                                                                       | Global
IT Services and Products(1)          |         | Rs.    | 6,359                |        |      | Rs.    | 10,206 |        |      | Rs.    | 17,390 |        |      | Rs.    | 22,234 |        |     | Rs.    | 28,250 |        |   |      | 594              |     
|                                                                                                       | IT-Enabled Services                         |         |        |                     |        |      |        |       |        |      |        |       |        |      |        |       |        |     |        | 1,614  |        |   |      | 34               |     
|                                                                                                       | India and Asia-Pac IT Services
and Products |         |        | 7,165                |        |      |        | 8,090  |        |      |        | 8,644  |        |      |        | 6,950  |        |     |        | 8,041  |        |   |      | 169              |     
|                                                                                                       | Consumer Care and Lighting                  |         |        | 3,402                |        |      |        | 3,151  |        |      |        | 3,144  |        |      |        | 2,939  |        |     |        | 2,942  |        |   |      | 62               |     
|                                                                                                       | HealthScience                               |         |        |                     |        |      |        |       |        |      |        | 707    |        |      |        | 630    |        |     |        | 906    |        |   |      | 19               |     
|                                                                                                       | Others                                      |         |        | 806                  |        |      |        | 1,381  |        |      |        | 758    |        |      |        | 720    |        |     |        | 1,096  |        |   |      | 23               |     
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                  |      | 
|                                                                                                       |                                             | Total   |        | Rs.                  | 17,732 |      |        | Rs.    | 22,828 |      |        | Rs.    | 30,643 |      |        | Rs.    | 33,473 |     |        | Rs.    | 42,849 |   |      | $                | 902  | 
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                  |      | 
|Operating Income by Segment(2)                                                                         |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                 
|                                                                                                       | Global IT Services and Products             |         | Rs.    | 1,493                |        |      | Rs.    | 2,909  |        |      | Rs.    | 6,015  |        |      | Rs.    | 7,578  |        |     | Rs.    | 8,090  |        |   | $    | 170              |     
|                                                                                                       | IT-Enabled Services                         |         |        |                     |        |      |        |       |        |      |        |       |        |      |        |       |        |     |        | 247    |        |   |      | 5                |     
|                                                                                                       | India and Asia-Pac IT Services
and Products |         |        | 283                  |        |      |        | 460    |        |      |        | 825    |        |      |        | 578    |        |     |        | 539    |        |   |      | 11               |     
|                                                                                                       | Consumer Care and Lighting                  |         |        | 442                  |        |      |        | 485    |        |      |        | 450    |        |      |        | 404    |        |     |        | 422    |        |   |      | 9                |     
|                                                                                                       | HealthScience                               |         |        |                     |        |      |        |       |        |      |        | 62     |        |      |        | 47     |        |     |        | (4     | )      |   |      |                 |     
|                                                                                                       | Others                                      |         |        | (108                 | )      |      |        | 92     |        |      |        | 9      |        |      |        | 25     |        |     |        | 204    |        |   |      | 4                |     
|                                                                                                       | Reconciling items(5)                        |         |        | (165                 | )      |      |        | (328   | )      |      |        | 193    |        |      |        | (190   | )      |     |        | (12    | )      |   |      |                 |     
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                  |      | 
|                                                                                                       |                                             | Total   |        | Rs.                  | 1,945  |      |        | Rs.    | 3,618  |      |        | Rs.    | 7,554  |      |        | Rs.    | 8,442  |     |        | Rs.    | 9,486  |   |      | $                | 200  | 
|                                                                                                       |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                  |      | 
|Transitional disclosures pertaining to
adoption of SFAS No. 142, Goodwill and
Other Intangible Assets.
|Income from continuing operations, as reported                                                         |                                             |         |       |                      |        |      |       |        |        | Rs.  | 6,438  |        |        | Rs.  | 8,411  |        |        | Rs. | 8,477  |        |        | $ | 178  |                 
|Add : Amortization of goodwill                                                                         |                                             |         |       |                      |        |      |       |        |        |      | 45     |        |        |      | 175    |        |        |     |       |        |        |   |     |                 
|Income from continuing operations, adjusted                                                            |                                             |         |       |                      |        |      |       |        |        |      | 6,483  |        |        |      | 8,586  |        |        |     | 8,477  |        |        |   | 178  |                 
|Earnings per share : Basic
Continuing operations, as reported                                          |                                             |         |       |                      |        |      |       |        |        |      | 28.07  |        |        |      | 36.39  |        |        |     | 36.66  |        |        |   | 0.77 |                 
|Add : Amortization of goodwill                                                                         |                                             |         |       |                      |        |      |       |        |        |      | 0.20   |        |        |      | 0.76   |        |        |     |       |        |        |   |     |                 
|Continuing operations, adjusted                                                                        |                                             |         |       |                      |        |      |       |        |        |      | 28.27  |        |        |      | 37.15  |        |        |     | 36.66  |        |        |   | 0.77 |                 
|Earnings per share : Diluted
Continuing operations, as reported                                        |                                             |         |       |                      |        |      |       |        |        |      | 27.84  |        |        |      | 36.33  |        |        |     | 36.60  |        |        |   | 0.77 |                 
|Add : Amortization of goodwill                                                                         |                                             |         |       |                      |        |      |       |        |        |      | 0.20   |        |        |      | 0.76   |        |        |     |       |        |        |   |     |                 
|Continuing operations, adjusted                                                                        |                                             |         |       |                      |        |      |       |        |        |      | 28.04  |        |        |      | 37.09  |        |        |     | 36.60  |        |        |   | 0.77 |                 
|Consolidated Balance Sheet Data :                                                                      |                                             |         |        |                      |        |      |        |        |        |      |        |        |        |      |        |        |        |     |        |        |        |   |      |                 
|Cash and Cash equivalents                                                                              |                                             | Rs.     | 637    |                      |        | Rs.  | 784    |        |        | Rs.  | 5,623  |        |        | Rs.  | 7,377  |        |        | Rs. | 14,096 |        |        | $ | 297  |                 
|Working Capital(4)                                                                                     |                                             |         | (210   | )                    |        |      | 1,925  |        |        |      | 11,216 |        |        |      | 18,495 |        |        |     | 20,992 |        |        |   | 442  |                 
|Total assets                                                                                           |                                             |         | 10,702 |                      |        |      | 12,678 |        |        |      | 26,187 |        |        |      | 33,639 |        |        |     | 42,781 |        |        |   | 900  |                 
|Total debt, including preferred stock(3)                                                               |                                             |         | 3,252  |                      |        |      | 1,804  |        |        |      | 1,768  |        |        |      | 291    |        |        |     | 604    |        |        |   | 13   |                 
|Total stockholders equity                                                                              |                                             |         | 2,648  |                      |        |      | 6,687  |        |        |      | 19,081 |        |        |      | 27,457 |        |        |     | 35,431 |        |        |   | 745  |                 





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Notes:



| | 1. |  | Revenues of Global IT Services and Products for the years
ended March 31, 2002 and 2003 include revenue from sales
of products of Rs. 955 million and Rs. 80 million.                                                                                          
| | -- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | The operating income of segments for the years ended March
31,1999 and 2000 includes net interest income received
on interbusiness segment loans of Rs. 178 million and Rs. 207 million.
The net interest income has been eliminated through reconciling items.
|
| | 3. |  | Total debt for the years ended March 31, 1999 and 2000 include
preferred stock of Rs. 250 million.                                                                                                                                                             
|
| | 4. |  | Working capital for the year ended March 31, 1999 includes
Rs. 856 million of net liabilities of the discontinued
financial services business.                                                                                                                 
|
| | 5. |  | In the operating income by segment, amortization of goodwill is
included in reconciling items.                                                                                                                                                                 
|
| | 6. |  | Minority interest represents the share of minority in the
profits of Spectramind and Wipro Healthcare IT. The minority
interest was acquired in the year ended March 31, 2003.                                                                                 

Exchange Rates

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

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

|                            |  |            |       |         |  |      |       |     |  |     |       |  |  |     |       | 
|--------------------------- |  | ---------- | ----- | ------- |  | ---- | ----- | --- |  | --- | ----- |  |  | --- | ----- | 
|Fiscal Year Ended March 31, |  | Period End |       | Average |  | High |       | Low
|                            |  |            |       |         |  |      |       |    
|1999                        |  | Rs.        | 42.50 |         |  | Rs.  | 42.27 |     |  | Rs. | 43.60 |  |  | Rs. | 39.41 | 
|2000                        |  |            | 43.65 |         |  |      | 43.46 |     |  |     | 43.75 |  |  |     | 42.50 | 
|2001                        |  |            | 46.85 |         |  |      | 45.88 |     |  |     | 47.47 |  |  |     | 43.63 | 
|2002                        |  |            | 48.83 |         |  |      | 47.81 |     |  |     | 48.91 |  |  |     | 46.58 | 
|2003                        |  |            | 47.53 |         |  |      | 48.36 |     |  |     | 49.07 |  |  |     | 47.53 | 

On June 2, 2003, the noon buying
rate in the city of New York was Rs. 47.15.

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

|              |  |      |       |     |  |     |       | 
|------------- |  | ---- | ----- | --- |  | --- | ----- | 
|Month         |  | High |       | Low
|              |  |      |       |    
|December 2002 |  | Rs.  | 48.32 |     |  | Rs. | 47.96 | 
|January 2003  |  |      | 48.10 |     |  |     | 47.83 | 
|February 2003 |  |      | 47.92 |     |  |     | 47.65 | 
|March 2003    |  |      | 47.85 |     |  |     | 47.53 | 
|April 2003    |  |      | 47.46 |     |  |     | 47.34 | 
|May 2003      |  |      | 47.35 |     |  |     | 46.85 | 

Capitalization and Indebtedness

Not applicable.

Reasons for the Offer and Use of Proceeds

Not applicable.





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##### Table of Contents



RISK FACTORS

Risks Related to our Company

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.

Our revenues historically have fluctuated and may fluctuate in the
future depending on a number of factors, including:



| |  |  | the size, timing 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 revenues;                       
|
| |  |  | 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;                                                                                   
|
| |  |  | 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; and                                       
|
| |  |  | currency exchange fluctuations.                                                                                                                               

Approximately 60% of our total operating expenses in our services
business of Global IT Services and Products business, particularly personnel
and facilities, are fixed in advance of any particular quarter. As a result,
unanticipated variations in the number and timing of our projects or employee
utilization rates may cause significant variations in operating results in any
particular quarter. We believe that period-to-period comparisons of our
results of operations are not necessarily meaningful and should not be relied
upon as indications of future performance. Thus, it is possible that in the
future some of our quarterly results of operations may be below the
expectations of public market analysts and investors, and the market price of
our equity shares and ADSs could decline.

Our net income decreased 3% in fiscal 2003 as compared to fiscal 2002. Our
net income increased 29% in fiscal 2002 as compared to fiscal 2001. As we
continue to experience declines in demand, pricing pressures for our services
and increased wage pressures in India, we have not been able to sustain our
historical levels of profitability. During fiscal 2003, we incurred
substantially higher selling and marketing expenses to increase brand awareness
among target clients and promote client loyalty and repeat business among
existing clients, and we expect to continue to incur substantially higher
selling and marketing expenses in the future, which could result in declining
profitability. While our global delivery model allows us to manage costs
efficiently, as the proportion of our services delivered at client sites
increases, we may not be able to keep our operating costs as low in the future.

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.

We have experienced significant growth in our Global IT Services and
Products business. We expect our growth to place significant demands on our
management and other resources. This will require us to continue to develop
and improve our operational, financial and other internal controls, both in
India and elsewhere. In particular, our continued growth will increase the
challenges involved in:



| |  |  | 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.                                                                                            





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If we are unable to manage our growth effectively, the quality of our
services and products may decline, and our ability to attract clients and
skilled personnel may be negatively affected. These factors in turn could
negatively affect the growth of our Global IT Services and Products business
and harm the value of our shareholders investment.

Intense competition in the market for IT services could affect our cost
advantages, and, as a result, decrease our revenues.

The market for IT services is highly competitive. Our competitors include
software companies, IT companies, systems consulting and integration firms,
other technology companies and client in-house information services
departments. Many of our competitors command significantly greater financial,
technical and marketing resources and generate greater revenue than we do. We
cannot be reasonably certain that we will be able to compete successfully
against such competitors or that we will not lose our key employees or clients
to such competitors. Additionally, we believe that our ability to compete also
depends in part on factors outside our control, such as our ability to
attract, motivate and retain skilled employees, the price at which our
competitors offer comparable services, and the extent of our competitors
responsiveness to their clients needs.

The current economic downturn may negatively impact our revenues and
operating results.

Spending on IT products and services in most parts of the world has
significantly decreased due to a challenging global economic environment. Some
of our clients have cancelled, reduced or deferred expenditures for IT
services. Pricing pressures from our clients have also negatively impacted our
operating results. If the current economic downturn continues, our utilization
and billing rates for our IT professionals could be adversely affected, which
may result in lower gross and operating profits.

The recent rapid economic slowdown, terrorist attacks in the United
States, and other acts of violence or war could delay or reduce the number of
new purchase orders we receive and disrupt our operations in the United
States, thereby negatively affecting our financial results and prospects.

Approximately 64% of our Global IT Services and Products revenues are
from the United States. During an economic slowdown our clients may delay or
reduce their IT spending significantly, which may in turn lower the demand for
our services and affect our financial results. In addition, terrorist attacks
in the United States and the recent conflict in Iraq have disrupted normal
business practices for extended periods of time, reduced business confidence
and increased performance pressures on U.S. companies. As a result, several
clients have delayed purchase orders with us. Continued, or more severe,
terrorist attacks in the United States could cause clients in the U.S. to
further delay their decisions on IT spending, which could affect our financial
results. Although we continue to believe that we have a strong competitive
position in the United States, we have increased our efforts to geographically
diversify our clients and revenue.

We may face difficulties in providing end-to-end business solutions for
our clients, which could lead to clients discontinuing their work with us,
which in turn could harm our business.

We have been expanding the nature and scope of our engagements and added
new service offerings, such as IT consulting, business process management,
systems integration and IT outsourcing. The success of these service offerings
is dependent, in part, upon continued demand for such services by our existing
and new clients and our ability to meet this demand in a cost-competitive and
effective manner. In addition, our ability to effectively offer a wider breadth
of end-to-end business solutions depends on our ability to attract existing or
new clients to these service offerings. To obtain engagements for such
end-to-end solutions, we also are more likely to compete with large,
well-established international consulting firms, resulting in increased
competition and marketing costs. Accordingly, we cannot be certain that our new
service offerings will effectively meet client needs or that we will be able to
attract existing and new clients to these service offerings.

The increased breadth of our service offerings may result in larger and
more complex projects with our clients. This will require us to establish
closer relationships with our clients and a thorough understanding of their
operations. Our ability to establish such relationships will depend on a
number of factors including the proficiency of our IT professionals and our
management personnel.

Larger projects may involve multiple engagements or stages, and there is
a risk that a client may choose not to retain us for additional stages or may
cancel or delay additional planned engagements. These terminations,
cancellations or delays may result from the business or financial condition of
our clients or the economy generally, as opposed to factors related to the
quality of our services.





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Such cancellations or delays make it difficult to plan for project resource
requirements, and inaccuracies in such resource planning may have a negative
impact on our profitability.

Our
success depends in large part upon 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 revenues could decline,
which may decrease the value of our shareholders investment.

We are highly dependent on the senior members of our management team,
including the continued efforts of our Chairman and Managing Director. Our
ability to execute project engagements and to obtain new clients depends in
large part on our ability to attract, train, motivate and retain highly
skilled professionals, especially project managers, software engineers and
other senior technical personnel. If we cannot hire and retain additional
qualified personnel, our ability to bid on and obtain new projects, and to
continue to expand our business will be impaired and our revenues could
decline. We believe that there is significant competition for professionals
with the skills necessary to perform the services we offer. We may not be able
to hire and retain enough skilled and experienced employees to replace those
who leave. Additionally, we may not be able to re-deploy and retrain our
employees to keep pace with continuing changes in technology, evolving
standards and changing client preferences.

Our Global IT Services and Products service revenues depend to a large
extent on a small number of clients, and our revenues could decline if we lose
a major client.

We currently derive, and believe we will continue to derive, a
significant portion of our Global IT Services and Products service revenues
from a limited number of corporate clients. Transco, our largest client for
the three months ended March 31, 2002 and 2003, accounted for 7% and 9% of our
Global IT Services and Products revenues, respectively. For the same periods,
our ten largest clients accounted for 40% of our Global IT Services and
Products revenues. The volume of work we perform for specific clients may vary
from year to year, particularly since we typically are not the only outside
service provider for our clients. Thus, a major client in one year may not
provide the same level of revenues in a subsequent year.

There are a number of factors, other than our performance, that could
cause the loss of a client and that may not be predictable. In certain cases,
clients have reduced their spending on IT services due to challenging economic
environment and consequently have reduced the volume of business with us. If
we were to lose one of our major clients or have significantly lower volume of
business with them, our revenues and profitability could be reduced. We
continually strive to reduce our dependence on revenues from services rendered
to any one client.

Restrictions on immigration may affect our ability to compete for and
provide services to clients in the United States, which could hamper our
growth and cause our revenues to decline.

If U.S. immigration laws change and make it more difficult for us to
obtain H-1B and L-l visas for our employees, our ability to compete for and
provide services to clients in the United States could be impaired. In response
to recent terrorist attacks in the United States, the U.S. Immigration and
Naturalization Service has increased the level of scrutiny in granting visas to
people of Southeast Asian origin. This restriction and any other changes in
turn could hamper our growth and cause our revenues to decline. Our employees
who work on site at client facilities or at our facilities in the United States
on temporary and extended assignments typically must obtain visas. As of March
31, 2003, the majority of our personnel in the United States held H-1B visas
(683 persons) or L-1 visas (1150 persons). An H-1B visa is a temporary work
visa, which allows the employee to remain in the U.S. while he or she remains
an employee of the sponsoring firm, and the L-l visa is an intra-company
transfer visa, which only allows the employee to remain in the United States
temporarily. Although there is no limit to new L-l petitions, there is a limit
to the aggregate number of new H-1B petitions that the U.S. Immigration and
Naturalization Service may approve in any government fiscal year. We may not be
able to obtain the H-1B visas necessary to bring critical Indian professionals
to the United States on an extended basis during years in which this limit is
reached. This limit was reached in March 2000 for the U.S. Governments fiscal
year ended September 30, 2000. While we anticipated that this limit would be
reached before the end of the U.S. Governments fiscal year and made efforts to
plan accordingly, we cannot assure you that we will continue to be able to
obtain any or a sufficient number of H-1B visas on the same time schedule as we
have previously obtained.

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 revenues to decline.





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Approximately 35% of our Global IT Services and Products business is
derived from clients in high growth industries who use our IT services for
networking and communications equipment. The recent rapid economic slowdown in
the U.S. may adversely affect the growth prospects of these companies. Any
significant decrease in the growth of these industries will decrease the
demand for our services and could reduce our revenue.

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.

We offer a portion of our services on a fixed-price, fixed-timeframe
basis, rather than on a time-and-materials basis. Although we use specified
software engineering processes and our past project experience to reduce the
risks associated with estimating, planning and performing fixed-price,
fixed-timeframe projects, we bear the risk of cost overruns, completion delays
and wage inflation in connection with these projects. If we fail to accurately
estimate the resources and time required for a project, future rates of wage
inflation and currency exchange rates, or if we fail to complete our
contractual obligations within the contracted timeframe, our profitability may
suffer.

Disruptions in telecommunications could harm our service model, which
could result in a reduction of our revenues.

A significant element of our business strategy is to continue to leverage
and expand our software development centers in Bangalore, Chennai, Hyderabad
and Pune, India, as well as overseas. We believe that the use of a
strategically located network of software development centers will provide us
with cost advantages, the ability to attract highly skilled personnel in
various regions of the country and the world, the ability to service clients on
a regional and global basis and the ability to provide services to our clients
24 hours a day, seven days a week. Part of our service model is to maintain
active voice and data communications between our main offices in Bangalore, our
clients offices, and our other software development and support facilities.
Although we maintain redundancy facilities and satellite communications links,
any significant loss in our ability to transmit voice and data through
satellite and telephone communications could result in a disruption in
business, thereby hindering our performance or our ability to complete client
projects on time. This, in turn, could lead to a reduction of our revenues.

Our international operations subject us to risks inherent in doing
business on an international level that could harm our operating results.

Currently, we have software development facilities in six countries
around the world. The majority of our software development facilities are
located in India. We intend to establish new development facilities in
Southeast Asia and Europe. We have not yet made substantial contractual
commitments to establish any new facilities and we cannot assure you that we
will not significantly alter or reduce our proposed expansion plans. Because
of our limited experience with facilities outside of India, we are subject to
additional risks related to our international expansion strategy, including
risks related to complying with a wide variety of national and local laws,
restrictions on the import and export of certain technologies and multiple and
possibly overlapping tax structures. In addition, we may face competition in
other countries from companies that may have more experience with operations
in such countries or with international operations generally. We may also face
difficulties integrating new facilities in different countries into our
existing operations, as well as integrating employees that we hire in
different countries into our existing corporate culture. In addition, our
international expansion strategy in Southeast Asia may face difficulty
resulting from the current outbreak of Severe Acute Respiratory Syndrome or
SARS. Our international expansion plans may not be successful and we may not
be able to compete effectively in other countries.

Our client contracts are often conditioned upon our performance, which,
if unsatisfactory, could result in less revenue generated than anticipated.

Some of our contracts have incentive-based or other pricing terms that
condition some or all of our fees on our ability to meet defined goals. Our
failure to meet these goals or a clients expectations in such
performance-based contracts may result in a less profitable or an unprofitable
engagement.

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.

The IT services market is characterized by rapid technological change,
evolving industry standards, changing client preferences and new product and
service introductions. Our future success will depend on our ability to
anticipate these advances and





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develop new product and service offerings to meet client needs. We may not be
successful in anticipating or responding to these advances in a timely basis,
or, if we do respond, the services or technologies we develop may not be
successful in the marketplace. Further, products, services or technologies
that are developed by our competitors may render our services non-competitive
or obsolete.

Most of our client contracts can typically be terminated without cause
and with little or no notice or penalty, which could negatively impact our
revenues and profitability.

Our clients typically retain us on a non-exclusive, project-by-project
basis. Most of our client contracts, including those that are on a
fixed-price, fixed-timeframe basis, can be terminated with or without cause,
with between zero and 90 days notice and without termination-related
penalties. Additionally, most of our contracts with clients are typically
limited to discrete projects without any commitment to a specific volume of
business or future work. Our business is dependent on the decisions and
actions of our clients, and there are a number of factors relating to our
clients that are outside our control that might result in the termination of a
project or the loss of a client, including :



| |  |  | 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 shareholders
ownership and cause us to incur debt or assume contingent liabilities.

We have acquired and in the future may acquire or make investments in
complementary businesses, technologies, services or products, or enter into
strategic partnerships with parties who can provide access to those assets. We
may not identify suitable acquisition, investment or strategic partnership
candidates, or if we do identify suitable candidates, we may not complete
those transactions on terms commercially acceptable to us or at all. We could
have difficulty in assimilating the personnel, operations, technology and
software of the acquired company. In addition, the key personnel of the
acquired company may decide not to work for us. If we make other types of
acquisitions, we could have difficulty in integrating the acquired products,
services or technologies into our operations. These difficulties could disrupt
our ongoing business, distract our management and employees and increase our
expenses.

We may be liable to our clients for damages caused by system failures,
which could damage our reputation and cause us to lose customers.

Many of our contracts involve projects that are critical to the operations
of our clients businesses and provide benefits that may be difficult to
quantify. Any failure in a clients system could result in a claim for
substantial damages against us, regardless of our responsibility for such
failure. Although we attempt to limit our contractual liability for
consequential damages in rendering our services, we cannot be assured that the
limitations on liability we provide for in our service contracts will be
enforceable in all cases, or that they will otherwise protect us from liability
for damages.

Our earnings may be adversely affected if we are required to change our
accounting policies with respect to the expensing of stock options.

We do not currently deduct the expense of employee stock option grants
from our income based on the fair value method. Regulatory authorities,
including the Financial Accounting Standards Board and the International
Accounting Standards Board, are considering requiring companies to change their
accounting policies to record the fair value of stock options issued to
employees as an expense. Many companies have or are in the process of
voluntarily changing their accounting policies to expense the fair value of
stock options. Stock options are an important component of our employee
compensation package. If we change our accounting policy with respect to the
treatment of employee stock option grants, our earnings could be adversely
affected.

Risks Related to Investments in Indian Companies

We are incorporated in India, and substantially all of our assets and our
employees are located in India. Consequently, our financial performance and the
market price of our ADSs will be affected by political, social and economic
developments affecting India,





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Government of India policies, including taxation and foreign investment
policies, government currency exchange control, as well as changes in exchange
rates and interest rates.

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.

Our wage costs in India have historically been significantly lower than
wage costs in the United States and Europe for comparably skilled
professionals, and this has been one of our competitive advantages. However,
wage increases in India may prevent us from sustaining this competitive
advantage and may negatively affect our profit margins. We may need to increase
the levels of our employee compensation more rapidly than in the past to remain
competitive. Unless we are able to continue to increase the efficiency and
productivity of our employees, wage increases in the long term may reduce our
profit margins.

Our costs could increase if the Government of India reduces or withholds
tax benefits and other incentives it provides to us.

Currently, we benefit from certain tax incentives under Indian tax laws.
As a result of these incentives, our operations have been subject to relatively
insignificant Indian tax liabilities. These tax incentives currently include a
10-year tax holiday from payment of Indian corporate income taxes for our
Global IT Services and Products business operated from specially designated
Software Technology Parks in India and an income tax deduction of 100% for
profits derived from exporting information technology services. As a result, a
substantial portion of our pre-tax income has not been subject to significant
tax in recent years. For the years ended March 31, 2002 and 2003, without
accounting for double taxation treaty set-offs, our tax benefits were Rs. 2,862
million and Rs. 2,820 million from such tax incentives. We are currently also
eligible for exemptions from other taxes, including customs duties. The Finance
Act, 2000 phases out the ten year tax holiday over a ten year period from the
financial year 1999-2000 to financial year 2008-2009. Our current tax holidays
expire in stages by 2009. Additionally, the Finance Act, 2002 subjects ten
percent of all income derived from services located in Software Technology
Parks to income tax for the one-year period ending March 31, 2003. For
companies opting for the 100% tax deduction for profits derived from exporting
information technology services, the Finance Act, 2000 phases out the income
tax deduction over the next five years beginning on April 1,2000. When our tax
holiday and income tax deduction exemptions expire or terminate, our costs will
increase. Additionally, the government of India could enact similar laws in the
future, which could further impair our other tax incentives.

Regional conflicts in South Asia could adversely affect the Indian
economy, disrupt our operations and cause our business to suffer.

South Asia has from time to time experienced instances of civil unrest and
hostilities among neighboring countries, including between India and Pakistan.
In recent years there have been military confrontations between India and
Pakistan that have occurred in the region of Kashmir and along the
India-Pakistan border. The potential for hostilities between the two countries
is higher due to recent terrorist incidents in India, recent troop
mobilizations along the border, and the aggravated geopolitical situation in
the region. Military activity or terrorist attacks in the future could
influence the Indian economy by disrupting communications and making travel
more difficult and such political tensions could create a greater perception
that investments in Indian companies involve higher degrees of risk. This, in
turn, could have a material adverse effect on the market for securities of
Indian companies, including our equity shares and our ADSs, and on the market
for our services.

Political instability or changes in the Indian government could delay the
liberalization of the Indian economy and adversely affect economic conditions
in India generally, which could impact our financial results and prospects.

Since 1991, successive Indian governments have pursued policies of
economic liberalization, including significantly relaxing restrictions on the
private sector. Nevertheless, the role of the Indian central and state
governments in the Indian economy as producers, consumers and regulators has
remained significant. The Government of India has changed five times since
1996. The current Government of India, formed in October 1999, has announced
policies and taken initiatives that support the continued economic
liberalization policies that have been pursued by previous
governments. Although we believe that it is more likely than not that
the process of economic liberalization will continue, we
cannot assure you that these liberalization policies will continue in the
future. The rate of economic liberalization could change, and specific laws and
policies affecting technology companies, foreign investment, currency exchange
and other matters affecting investment in our securities could change as well.
A significant change in Indias economic liberalization and deregulation
policies could adversely affect business and economic conditions in India
generally and our business in particular.





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The current Indian government is a coalition of several parties. The
withdrawal of one or more of these parties could result in political
instability. Such instability could delay the reform of the Indian economy and
could have a material adverse effect on the market for securities of Indian
companies, including our equity shares and our ADSs, and on the market for our
services.

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.

Indian law constrains our ability to raise capital outside India through
the issuance of equity or convertible debt securities. Generally, any foreign
investment in, or an acquisition of, an Indian company requires approval from
relevant government authorities in India, including the Reserve Bank of India.
However, the Government of India currently does not require prior approvals
for IT companies, subject to certain exceptions. If, under these exceptions,
the Government of India does not approve the investment or implements a limit
on the foreign equity ownership of IT companies, our ability to seek and
obtain additional equity investment by foreign investors will be limited. In
addition, these restrictions, if applied to us, may prevent us from entering
into a transaction, such as an acquisition by a non-Indian company, that would
otherwise be beneficial for our company and the holders of our equity shares
and ADSs.

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 acquisitions of companies organized outside India may
restrict our international growth, which could negatively affect our revenues.

The Ministry of Finance of the Government of India and/or the Reserve
Bank of India must approve our acquisition of any company organized outside of
India. The Government of India has recently issued a policy statement granting
automatic approval for acquisitions of companies organized outside India with
a transaction value of up to $100 million and :



| |  |  | if in cash, up to 100% of the proceeds from an ADS offering; and                                                      
| | - |  | ----------------------------------------------------------------------------------------------------------------------
|
| |  |  | if in stock, the greater of $ 100 million or ten times the acquiring
companys previous fiscal years export earnings.

We cannot assure you that any required approval from the Reserve Bank of
India and or the Ministry of Finance or any other government agency can be
obtained. Our failure to obtain approval from the Government of India for
acquisitions of companies organized outside India may restrict our
international growth, which could negatively affect our revenues.

It may be difficult for you to enforce any judgment obtained in the
United States against us, the selling shareholders or our affiliates.

We are incorporated under the laws of India and many of our directors and
executive officers, reside outside the United States. Virtually all of our
assets and the assets of many of these persons are located outside the United
States. As a result, you may be unable to effect service of process upon us
outside India or upon such persons outside their jurisdiction of residence. In
addition, you may be unable to enforce against us in courts outside of India,
or against these persons outside the jurisdiction of their residence,
judgments obtained in courts of the United States, including judgments
predicated solely upon the federal securities laws of the United States.

We have been advised by our Indian counsel that the United States and
India do not currently have a treaty providing for reciprocal recognition and
enforcement of judgments (other than arbitration awards) in civil and
commercial matters. Therefore, a final judgment for the payment of money
rendered by any federal or state court in the United States on civil liability,
whether or not predicated solely upon the federal securities laws of the United
States, would not be enforceable in India. However, the party in whose favor
such final judgment is rendered may bring a new suit in a competent court in
India based on a final judgment that has been obtained in the United States.
The suit must be brought in India within three years from the date of the
judgment in the same manner as any other suit filed to enforce a civil
liability in India. It is unlikely that a court in India would award damages on
the same basis as a foreign court if an action is brought in India.
Furthermore, it is unlikely that an Indian court would enforce foreign
judgments if it viewed the amount of damages awarded as excessive or
inconsistent with Indian practice. A party seeking to enforce a foreign
judgment in India is required to obtain approval from the Reserve Bank of India
under the Foreign Exchange Management Act, 1999, to execute such a judgment or
to repatriate any amount recovered.

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





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##### Table of Contents



development of technology, products or services which compete with our
products. We may also be subject to third-party claims of intellectual
property infringement.

Our intellectual property rights are important to our business. We rely
on a combination of copyright and trademark laws, trade secrets,
confidentiality procedures and contractual provisions to protect our
intellectual property. However, the laws of India do not protect proprietary
rights to the same extent as laws in the United States. Therefore, our efforts
to protect our intellectual property may not be adequate. Our competitors may
independently develop similar technology or duplicate our products or
services. Unauthorized parties may infringe upon or misappropriate our
products, services or proprietary information.

The misappropriation or duplication of our intellectual property could
disrupt our ongoing business, distract our management and employees, reduce
our revenues and increase our expenses. We may need to litigate to enforce our
intellectual property rights or to determine the validity and scope of the
proprietary rights of others. Any such litigation could be time-consuming and
costly. As the number of patents, copyrights and other intellectual property
rights in our industry increases, and as the coverage of these rights
increases, we believe that companies in our industry will face more frequent
patent infringement claims. Defending against these claims, even if not
meritorious, could be expensive and divert our attention and resources from
operating our Company.

Although we believe that our intellectual property rights do not infringe
on the intellectual property rights of any other party, infringement claims may
be asserted against us in the future. There are currently no material pending
or threatened intellectual property claims against us. However, if we become
liable to third parties for infringing their intellectual property rights, we
could be required to pay a substantial damage award and be forced to develop
non-infringing technology, obtain a license or cease selling the applications
or products that contain the infringing technology. We may be unable to develop
non-infringing technology or to obtain a license on commercially reasonable
terms, or at all.

Risks Related to the ADSs

Sales of our equity shares may adversely affect the prices of our equity
shares and the ADSs.

Sales of substantial amounts of our equity shares, including sales by
insiders, in the public market, or the perception that such sales may occur,
could adversely affect the prevailing market price of our equity shares or the
ADSs or our ability to raise capital through an offering of our securities. In
the future, we may also sponsor the sale of shares currently held by some of
our shareholders, or issue new shares. We can make no prediction as to the
timing of any such sales or the effect, if any, that future sales of our
equity shares, or the availability of our equity shares for future sale, will
have on the market price of our equity shares or ADSs prevailing from time to
time.

An active or liquid trading market for our ADSs is not assured.

An active, liquid trading market for our ADSs may not be maintained in
the long term. Loss of liquidity could increase the price volatility of our
ADSs.

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.

Except under limited circumstances, the Reserve Bank of India must
approve the sale of equity shares underlying ADSs by a non-resident of India
to a resident of India. Since foreign exchange controls are in effect in
India, the Reserve Bank of India will also approve the price at which equity
shares are transferred based on a specified formula, and a higher price per
share may not be permitted. Additionally, except under certain limited
circumstances, if an investor seeks to convert the rupee proceeds from a sale
of equity shares in India into foreign currency and then repatriate that
foreign currency from India, he or she will have to obtain an additional
Reserve Bank of India approval for each transaction. Required approval from
the Reserve Bank of India or any other government agency may not be obtained
on terms favorable to a non-resident investor or at all.

Investors who exchange ADSs for the underlying equity shares and are not
holders of record will be required to declare to us details of the holder of
record, and the holder of record will be required to disclose the details of
the beneficial owner. Any investor who fails to comply with this requirement
may be liable for a fine of up to Rs. 1,000 for each day such failure
continues. Such restrictions on foreign ownership of the underlying equity
shares may cause our ADSs to trade at a premium or discount to the equity
shares.





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##### Table of Contents



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.

Under the Indian Companies Act, a company incorporated in India must
offer its holders of equity shares preemptive rights to subscribe and pay for
a proportionate number of shares to maintain their existing ownership
percentages prior to the issuance of any new equity shares, unless such
preemptive rights have been waived by three-fourths of the shares voting on
the resolution to waive such rights. Holders of ADSs may be unable to exercise
preemptive rights for equity shares underlying ADSs unless a registration
statement under the Securities Act is effective with respect to such rights or
an exemption from the registration requirements of the Securities Act is
available. We are not obligated to prepare and file such a registration
statement and our decision to do so will depend on the costs and potential
liabilities associated with any such registration statement, as well as the
perceived benefits of enabling the holders of ADSs to exercise their
preemptive rights, and any other factors we consider appropriate at the time.
No assurance can be given that we would file a registration statement under
these circumstances. If we issue any such securities in the future, such
securities may be issued to the Depositary, which may sell such securities for
the benefit of the holders of the ADSs. There can be no assurance as to the
value, if any, the Depositary would receive upon the sale of such securities.
To the extent that holders of ADSs are unable to exercise preemptive rights
granted in respect of the equity shares represented by their ADSs, their
proportional interests in us would be reduced.

ADS holders may be restricted in their ability to exercise voting
rights.

At our request, the Depositary will mail to you any notice of
shareholders meeting received from us together with information explaining how
to instruct the Depositary to exercise the voting rights of the securities
represented by ADSs. If the Depositary receives voting instructions from you in
time, relating to matters that have been forwarded to you, it will endeavor to
vote the securities represented by your ADSs in accordance with such voting
instructions. However, the ability of the Depositary to carry out voting
instructions may be limited by practical and legal limitations and the terms of
the securities on deposit. We cannot assure that you will receive voting
materials in time to enable you to return voting instructions to the Depositary
in a timely manner. Securities for which no voting instructions have been
received will not be voted. There may be other communications, notices or
offerings that we only make to holders of our equity shares, which will not be
forwarded to holders of ADSs. Accordingly, you may not be able to participate
in all offerings, transactions or votes that are made available to holders of
our equity shares.




Item 4. Information on the Company

History and Development of the Company

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

Wipro Limited was initially engaged in the manufacture of hydrogenated
vegetable oil. Over the years, we have diversified into the areas of
Information Technology or IT services, IT products and Consumer Care &
Lighting Products. We are headquartered in Bangalore, India and have
operations in North America, Europe and Asia. For the fiscal year ended March
31, 2003, 94% of our operating income was generated from our IT business
segments. For the same period, Global IT Services and Products represented 85%
of our operating income, India and Asia-Pac IT Services and Products
represented 6% of our operating income and IT-Enabled Services represented 3%
of our operating income.

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

We incurred capital expenditure of Rs. 2,626 million, Rs. 2,439 million
and Rs. 2,529 ($53.21 million) during the fiscal years ended March 31, 2001,
2002 and 2003, respectively. These capital expenditures were primarily
incurred on new software development facilities for our Global IT Services and
Products business segment.





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##### Table of Contents



Business Overview

We are a leading Global IT services company. We provide a comprehensive
range of IT services, software solutions and research and development services
in the areas of hardware and software design to leading companies worldwide.
We use our development centers located in India and around the world, quality
processes and global resource pool to provide cost effective IT solutions and
deliver time-to-market and time-to-development advantages to our clients. We
also provide business process outsourcing, or BPO, services. In India, we are
a leader in providing IT solutions and services. We also have a profitable
presence in the Indian markets for consumer products and lighting.

We have five principal business segments:



| |  |  | GlobalIT Services and Products.Our Global IT Services and
Products segment provides IT services to customers in the
Americas, Europe and Japan. The range of services include IT
consulting, custom application design, development, re-engineering and maintenance, systems integration, package
implementation, technology infrastructure outsourcing,
and research and development services in the areas of hardware and
software design. Our Global IT Services segment
accounted for 67% of our revenue and 85% of our operating income for
the year ended March 31, 2003.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | IT - Enabled Services.We are a leading India-based business
process outsourcing and remote processing service provider.
We provide direct customer interaction services, data processing and
web-based services to clients in North America
and Europe. We provide these services through our subsidiary Wipro
Spectramind Services Private Limited, or
Spectramind, which we acquired in July 2002. Spectramind accounted for
4% of our revenue and 3% of our operating
income for the year ended March 31, 2003.                                                             
|
| |  |  | India and Asia-Pac IT Services and Products.Our India and
Asia-Pac IT Services and Products segment is a leader in the
Indian IT market and focuses primarily on meeting the requirements for
IT products and services of companies in India,
Asia-Pacific and the Middle East region. This business segment
accounted for 19% of our revenue and 6% of our
operating income for the year ended March 31, 2003.                                                                                                                                                                
|
| |  |  | Consumer Care and Lighting.We leverage our brand name and
distribution strengths to sustain a profitable presence
in niche markets in the areas of soaps, toiletries, lighting products
and hydrogenated cooking oils for the Indian
market. This business segment accounted for 7% of our revenue and 4%
of our operating income for the year ended
March 31,2003.                                                                                                                                                                                                            
|
| |  |  | HealthScience.In April 2002, we established this new
business segment to address the IT requirements of the emerging
healthcare and life sciences market. Wipro Biomed, which has
historically been reported in Others, is now included in
the HealthScience segment. This business segment did not account for a
significant portion of our revenue and
operating income for the year ended March 31, 2003.                                                                                                                                                                   

Industry Overview

IT Services

In a challenging global business environment, the role of IT in
transforming businesses and economies has been widely recognized. The recent
shift in the role of IT from merely supporting business to transforming
business, driving productivity gains and creating new business models has
increased the importance of IT to the success of companies worldwide. Current
macroeconomic conditions have resulted in a shift in the IT spending of
companies towards IT services because IT services enable companies to realize
greater value from their existing IT infrastructure and realize productivity
gains. The focus for companies is on objective factors such as:



| |  |  | Realizing a defined return on investment on their IT spending;                                                        
| | - |  | ----------------------------------------------------------------------------------------------------------------------
|
| |  |  | Realizing measurable cost efficiencies;                                                                               
|
| |  |  | Reducing the cycle time of introducing new software
applications, commonly known as time-to-application advantage; and
|
| |  |  | Reducing the time it takes to develop new technologies, commonly known as time-to-market advantage.                   





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As a
result of the global economic downturn in 2001 and 2002, many companies have
reduced their IT budgets. In October 2002, the Gartner 2002 IT Spending and
Staffing Survey estimated that worldwide IT spending would decline 7% in 2002
and remain constant in 2003. Even in this difficult economic environment,
however, companies continue to view technology as a critical source of
competitive advantage and the long-term growth prospects for IT services
continues to remain positive. According to a March 2003 report, International
Data Corporation, or IDC, estimates that the global IT services market will
grow from approximately $354 billion in 2002 to approximately $490 billion by
2007, reflecting a compound annual growth rate, or CAGR, of 6.7%. The market
for research and development services is also estimated to be comparable in
size. The United States National Science Foundation estimates that research
and development expenditure in the United States, the largest market, was
approximately $300 billion for 2001.

Reflecting current macroeconomic conditions, companies are focused on
optimizing operating costs of IT departments, leveraging their existing IT
infrastructure and realizing defined returns on IT investments. Companies are
increasingly using external professional services as an effective tool to meet
their IT requirements. Outsourcing IT requirements enable companies to lower
operating costs, realize productivity gains and convert a portion of their
fixed costs into variable costs. By deploying high-speed communications
equipment, companies can access skilled IT services from remote locations to
meet their complex IT requirements in a cost-effective manner.

According to IDC, as an extension of this trend of outsourcing, many IT
services functions are moving to India, Russia, and even Ireland and Canada at
an increasing rate. According to an August 2002 Gartner report, 79% of large
U.S. corporations are currently engaged in offshore outsourcing, while the
remaining 21% plan to engage in offshore outsourcing within the subsequent 12
months. Leading global IT services companies are facilitating this trend.

The India Advantage.According to a survey of U.S. software service
vendors conducted by the World Bank, India is one of the leading offshore
destinations for companies seeking to outsource software development of IT
projects. According to the August 2002 Gartner report, India ranked as the
primary destination for offshoring IT services by more than 70% of large U.S.
corporations surveyed, while the next highest country was preferred by 10% of
the corporations surveyed.

A McKinsey study conducted in 2002 for the Indian National Association of
Software and Service Companies, or NASSCOM, estimates that the Indian IT
services export, as well as the product and technology services, markets are
expected to grow from approximately $6 billion in 2002 to an estimated $36
billion in 2008.

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



| |  |  | India-based IT companies have proven their capability to
deliver IT services that satisfy the requirements of international
clients who expect the highest quality standards. According to
Carnegie Mellon Software Engineering Institutes
Survey of High Maturity Organizations and High Maturity Workshop
Research, as of October 2002, 50 of the 74 high
maturity organizations choosing to list themselves as organizations
with SEI-CMM Level 5 certification, the highest
level of certification, are based in India. SEI-CMM is the Software
Engineering Institutes Capability Maturity Model,
which assesses the quality of organizations management system
processes and methodologies.                                                                                                                                                                                                                     
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | India has a large, highly skilled English-speaking labor
pool that is available at a relatively low labor cost. According to
NASSCOM, the Indian software industry employed 416,000 software
professionals as of March 31,2002, making it the
second largest employer in the IT services industry after the United
States. In addition, India has more than 2,100
engineering colleges and technical institutes that train approximately
75,000 graduates annually in IT. According to
the NASSCOM-McKinsey report, U.S. and U.K. companies could expect
total savings of 40% to 60% by using
offshore processes because of the differential in wages paid by U.S.
and U.K. companies in comparison to their India-based counterparts. Although wages in India are rising faster than in
the United States, the labor rate differential is
currently anticipated to remain a competitive advantage for Indian
companies.
|
| |  |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

In line with global trends, Indian companies are also increasingly
becoming aware of the business transforming potential of IT systems as they
reap the benefits of technology enhancements in their businesses. The domestic
Indian IT industry is primarily composed of hardware, packaged software and IT
services. IDC estimates that the domestic Indian IT market will grow to $13
billion to $15 billion by 2008, reflecting a compound annual growth rate of
approximately 16.2% from 2003, when $6.6 billion was spent. The IT services
market in India is expected to grow to approximately $2.5 billion in 2007 from
$1.5 billion in 2003, representing a compounded annual growth
rate of 13.4%.





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IT-Enabled Services/Business Process Outsourcing

Current global macroeconomic conditions and intense competitive pressures
have adversely impacted the profitability of many companies. Companies are
revising their business model by focusing on their core activities and
outsourcing critical but non-core activities. Outsourcing enables companies to
reduce the operating costs, realize benefits of scale and achieve significant
process improvements.

According to a survey of Chief Information Officers, or CIOs, conducted
by Merrill Lynch in April 2003, 34% of respondents had outsourced or were
planning to outsource one or more business functions. The global market for
business process outsourcing, or BPO, reflects this trend. According to the
August 2002 Gartner report, the total IT-enabled services/BPO market is
expected to grow from $119 billion in 2000 to approximately $234 billion by
2004, a CAGR of 14%. It is anticipated that this growth will be primarily led
by industries having significant customer interactions like banking and
financial services, insurance, telecommunications, retail and healthcare.

India is emerging as a leading destination for BPO services. The proven
track record and client relationships of established Indian IT services
companies, favorable wage differentials, availability of a large, high
quality, English speaking talent pool and a regulatory environment more
friendly to investment are driving Indias emergence as a global outsourcing
hub. According to the NASSCOM-McKinsey report, the IT-enabled services export
from India is expected to grow to over $21 billion by 2008, and revenues from
the export of IT-enabled services from India are expected to increase from 19%
in 2002 to 27% by 2008, as a proportion of the total revenues from export of
IT services from India.

Consumer Care & Lighting

The consumer care market that we address includes soaps, toiletries and
infant care products. The aggregate consumption in these markets during the
period beginning October 2001 to September 2002 was approximately Rs. 51,808
million. The lighting industry in India is divided into incandescent lighting
and fluorescent tube lighting. The aggregate consumption in these markets
during the period beginning April 2002 to February 2003, was approximately Rs.
22,000 million.

Competitive Strengths

We believe that the following are our
principal competitive strengths:

Comprehensive
range ofITservices

We provide a comprehensive and integrated suite of IT solutions, ranging
from consulting to application development and maintenance and take end-to-end
responsibility for project execution and delivery. We have over 12 years of
experience in software development, re-engineering and maintenance for our
corporate customers and provide managed IT support services at the clients
site through our 47 offshore development centers in India and several nearshore
development centers located in countries closer to our clients offices. We
believe that this integrated approach positions us to take advantage of key
growth areas in enterprise solutions, including IT services data warehousing,
implementation of enterprise package application software such as resource
planning or ERP, supply chain management or SCM and customer relationship
management or CRM.

World-class
quality as measured by SEI-CMM and Six Sigma initiatives

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





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Broadrange of research and development services

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

Global delivery model

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



| |  |  | A time difference between the client site and the ODC which allows a
24-hour work schedule for specific projects;                    
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The ability to quickly increase the scale of development operations;                                                                 
|
| |  |  | Increased access to our large pool of highly skilled IT professionals located in India; and                                          
|
| |  |  | Physical and operational separation from all other client
projects, providing enhanced security for a clients intellectual
property.

Established
track record withpremier international customer base

As of March 31, 2003, our Global IT Services and Products segment had 288
active clients, which included 115 Global 500 or Fortune 1000 companies. Our
top ten customers in terms of revenue for the fiscal year ended March 31,
2003, have maintained a working relationship with us for an average of 4.9
years. We had 27 clients that represented at least $5.0 million in IT services
revenues in the fiscal year ended March 31, 2003. We believe that having an
established base of high quality, high technology clients provide us with the
following competitive advantages:



| |  |  | 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. The clients are therefore likely to provide a high level
of
repeat business.      
|
| |  |  | 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 ITprofessionals

We continue to develop innovative methods of accessing and attracting
skilled IT professionals. We partnered with a leading Indian university to
establish a program for on the job training and a Masters degree in software
engineering. We have also sought to open facilities in various cities in India
to better access local professionals. We believe that our ability to retain
highly skilled personnel is enhanced by our leadership position, opportunities
to work with leading edge technologies and focus on training and compensation.
In fiscal 2002 we were assessed at People Capability Maturity Model or PCMM
level 5, the highest level of certification. PCMM is widely accepted as a
standard to measure the maturity and effectiveness of human resources
practices. As of March 31, 2003, we had over 12,100 IT professionals in our
Global IT Services business segment and over 5,100 people in our IT-Enabled
Services segment. We expect to grow these numbers in the foreseeable future.
One of the keys to attracting and retaining qualified personnel is our
variable and performance linked compensation programs. We have had an employee
stock purchase program since 1984, an employee stock option plan and a
productivity bonus plan since October 1999.





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##### Table of Contents



Broad distribution network and strong sales force in India

We have a large and growing distribution network for our domestic
businesses. For our Indian IT Services and Products business segment, our
direct sales force targets large corporate clients and over 200 channel
partners in over 100 locations focus on medium and small enterprises. For our
consumer care and lighting products, we have access to more than 1.2 million
retail outlets. This distribution reach provides us with a significant
competitive advantage and allows us to grow our business with minimal increases
in personnel.

Strong brand recognition in the Indian market

We believe that our brands are some of the most well recognized brands in
the Indian market. We have been operating in the Indian market for over 57
years and believe that customers equate our brand with high quality standards
and a commitment to customer service. We enhance the value of our brands
through aggressive and selective advertising and promotions.

Our Strategy

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

Significantly
expand our Global IT Services and Products business

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



| |  |  | Identify and develop service offerings in emerging growth
areas as separate business opportunities, such as business
intelligence services, package implementation, niche consulting, data warehousing, and network storage;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Develop domain expertise and focus on verticals in each industry, and position ourselves as domain experts;                                                                                                                 
|
| |  |  | Leverage our experience in providing IT infrastructure
management services in the Indian market and our access to
existing clients outside India to provide technology infrastructure
support services;                     
|
| |  |  | 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; and               
|
| |  |  | Expand our market presence by providing enterprise application
integration and system integration services.                                                                                                                 

Increase the number and penetration of Global IT Services and
Products clients

We intend to increase the number of our clients through a dedicated sales
team focused on new client acquisitions and increasing our presence in Europe
and Asia. Our goal is to make every new client account earn over $1 million in
annual revenues within twelve months. We intend to increase our share of
business with existing clients by expanding our range of IT solutions and by
increasing our knowledge of industry segments and individual client businesses
to allow us to better understand client requirements.

Grow our IT-Enabled services/ BPO business

We intend to grow our BPO business by leveraging our existing client
relationships to offer BPO services to clients of our Global IT Services and
Products segment, expanding our range of service offerings, providing services
in new areas and providing higher value added services.

Focus
on services-led growth in the IT market in India

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





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Aggressively build awareness of the Wipro brand name

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

Pursue selective acquisition of IT companies

We continue to pursue selective acquisitions of IT service companies that
will allow us to expand our service portfolio and acquire additional skills
that are valued by our clients. We believe this will strengthen our
relationships with clients and allow us to realize higher revenues from them.
In pursuing acquisitions, we focus on companies where we can leverage domain
expertise and specific skill sets and where a significant portion of the work
can be moved offshore to India to leverage our low cost offshore delivery
model and realize higher margins. In 2002, we acquired Spectramind. This
acquisition facilitated our entry into the BPO business. We also acquired the
Global Energy Practice of American Management Systems in 2002. This
acquisition augments our IT consulting expertise in the energy and utilities
sector. In May 2003, we acquired Nervewire, Inc. We believe this acquisition
will enhance our IT consulting capabilities in the financial services sector.
We also continue to explore potential strategic partnerships and other
relationships.

Sustain growth in operating income and cash flow of our traditional
businesses

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

Global IT Services and Products

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



| |  |  | Enterprise IT services;                    
| | - |  | -------------------------------------------
|
| |  |  | Technology infrastructure support services;
|
| |  |  | Research and development services.         

In our IT service offerings, we typically assume primary project
management responsibility. We offer these services globally through a team of
over 12,100 IT professionals and 47 offshore development centers.

Enterprise Solutions

We provide a comprehensive range of enterprise solutions primarily to
Fortune 1000 companies to meet their business needs. We address the banking
and financial services segment, the manufacturing sector, retail, energy and
utilities and other corporate needs through our broad range of service
offerings. Our enterprise solutions division accounted for 45%, 50% and 64% of
our Global IT Services and Products revenues for the fiscal years ended March
31, 2001, 2002 and 2003.

Our services include:

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



| |  |  | Development.We offer our software development services
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, for a U.K.-based subsidiary of a large Japanese financial
services company we developed an internet-based
application designed to automate the process of issuance of corporate
bonds. The solution covered the entire bond issue
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| |   |  | process, from pre-marketing and investor price identification to
actual syndication. The web-based system allowed for electronic price
discovery and significantly reduced the documentation and errors that
had occurred with the prior manual-telephone-based system.                                                                                                                                                                                                                                                                                                                                           
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Re-engineering.We study a clients business processes and
existing systems and convert or redevelop them to meet their
requirements. For example, we are assisting one of the worlds largest
soft drink vendors in the strategic re-engineering
initiative in the trans-shipment area of their business. We have
designed a new web-based trans-shipment system for
the client to provide real-time status reports that results in
increased efficiency and reduced costs for the client. We are
also helping the client migrate from an existing Microsoft-based
system to its new proprietary web-based system.
|
| |  |  | Maintenance.To meet the needs of a changing business
environment with limited internal resource utilization, we
address legacy software applications for our clients that require
upgrades. For example, for a broadband access provider
based in Japan, we are working on the maintenance and support of the
clients operation support system (OSS). We are
working on three projects for this client: OSS documentation, OSS
testing support and OSS tool reorganization and
management.                                                                                                                       

Enterprise application integration services.We implement packaged
enterprise applications that integrate information in an organization with key
business processes to improve the efficiency and effectiveness of our clients.
Through strategic alliances with other vendors, we assist our clients in
implementing services in the areas of enterprise resource planning, supply
chain management and customer relationship management. For example for a
global leader in data centers, we implemented an enterprise resource planning,
or ERP, package, and designed, developed and implemented interfaces among the
multiple IT systems of the client and the ERP package.

Business intelligence and data warehousing.We develop strategies and
implement solutions for our clients to manage multiple sources of data for use
in their decision-making processes. For example, for one of the largest U.S.
issuers of non-government-backed mortgage securities, we are building an
integrated data warehouse to support securitization and asset management
functions.

Package Implementation.We use our expertise in package software to
architect, implement and maintain client specific solutions. For example, we
have worked with clients to implement SAP, Ariba, PeopleSoft and other well
known software packages. For an international retailer based in U.K. we are
providing a package implementation service for Peoplesoft software in the area
of human resource management systems.

Consulting. We leverage our domain expertise and knowledge base in
specific areas to provide consulting services. In the energy and utilities
sector, we are working with one of the largest energy providers in the world
on a range of areas such as new and emerging technologies, content management
and systems products. Similarly, in the financial services sector, we are
providing consulting services for a leading U.K.-based financial services
company in the area of enterprise system management. We are focused on
facilitating the procurement of enterprise management tools and frameworks,
evaluating and analyzing the costs, support requirements and functional
specifications.

Technology Infrastructure Support Services

Our service offerings include help desk management, systems management and
migration, network management and messaging services. We are able to provide
our Global IT Services and Products clients with high quality, 24-hour,
seven-day-a-week support services by leveraging our expertise in managing IT
infrastructure for our clients in India. We formed this division at the end of
1998 and it accounted for 8% of Global IT Services and Products revenues for
the year ended March 31, 2003. We anticipate that this division of our Global
IT Services business will continue to grow over the next few years. For
example, for one of the largest water companies in the U.K. we provide remote
IT infrastructure management services. We monitor the network and servers from
a dedicated center in Bangalore. We developed, tested and implemented a
transition plan for transferring the activities from the client location to our
offsite location.

Research and Development Services

We provide product development services for both hardware and software
systems that are implemented in computers and communications equipment. We
acquired these skill sets from earlier research and development efforts in the
design of computer hardware products for the Indian market when the Government
of India did not allow these products to be imported. We have leveraged our
research and development skills to become an outsourcing resource for
companies that seek highly skilled product development services for some of
their core technologies. We are able to assume complete responsibility for all
phases of the development, beginning with the requirements analysis to the
transfer of technology and information to the client.





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Our research and development services division accounted for 55%, 50% and
36% of the Global IT Services and Products revenue for the fiscal years ended
March 31, 2001, 2002 and 2003. Our services include :

Hardware design and development.We design and develop various types of
integrated electronic circuits, or ICs, including application specific
integrated circuits, or ASICs and field programmable gate arrays, or FPGAs. We
offer our services over a broad spectrum of technology areas, and are able to
provide our clients complete subsystems or entire products.

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

We have approximately 5,300 IT professionals trained in a broad array of
computing platforms and communication technologies. By focusing on selected
markets and technologies we are able to leverage our expertise and create
greater efficiencies as well as faster delivery times. Our research and
development services are organized into three areas of focus, which are
described below with illustrative examples of projects we have completed for
our clients:

Telecommunications and inter-networking.We provide software and hardware
design, development and implementation services in areas such as fiber optics
communication networks, wireless networks, data networks, voice switching
networks and networking protocols. For example, for a computer networking
vendor we designed and developed an Ethernet/Token-Ring gateway to provide
connectivity to the Ethernet and Token Ring networks in a timely and cost
effective manner. We designed the hardware, printed circuit board layout, and
FPGA, and simulated, tested and developed the boot software.

Embedded systems and Internet access devices.The software solution we
provide is programmed into the hardware IC or ASIC to eliminate the need for
running the software through an external source. The technology is
particularly important to portable computers, consumer electronics, computer
peripherals, automotive electronics and mobile phones, as well as other
machines such as process-controlled equipment. For example, for a leading home
automation and networking solutions company based in Korea we designed an
application, which was embedded into the clients product, to provide
broadband, internet sharing, security/firewall, virtual private network
connectivity, security surveillance, video over internet-protocols and home
automation through a user-friendly control interface.

Telecommunications
and service providers.We provide software application
integration, network integration and maintenance services to
telecommunications service providers, Internet service providers, application
service providers and Internet data centers.

Our Global Delivery Model

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

The Offshore Development Center.We were one of the first Indian IT
services companies to implement the offshore development model as a method for
delivering high-quality services at a relatively low cost to our international
clients. Our ODC is a virtual extension of the clients working environment
with a dedicated facility and dedicated hardware and software infrastructure
that replicate the clients facilities. This is further enhanced by a dedicated
high-speed telecommunication link with the clients onsite facilities and a
secure working environment. We currently operate 47 offshore development
centers. Clients such as Compaq, Nortel, and Seagate Technologies have had ODCs
with us for periods ranging from five to twelve years. In all our projects, we
endeavor to increase the proportion of work performed at the ODCs in order to
be able to take advantage of the various benefits associated with this
approach, including higher gross margins and increased process control. Due to
the level of investment required by our clients in an ODC and the quality of
services we provide, the ODC model has provided us a high percentage of repeat
business and a stable revenue stream. For the year ended March 31, 2003, 64% of
our revenue was generated from client specific ODCs and for work performed at
client premises for clients using our ODCs. Additionally, as of March 31, 2003,
77% of our professionals in the Global IT Services and Products business were
located in India.





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The Nearshore Development Center.Based on specific client needs, we have
established dedicated development centers in close proximity to our clients
business locations, which we call nearshore development centers. These
nearshore development centers have employees with specialized functional
expertise and provide on call support to our customers. We currently have
nearshore development centers in Reading in the U.K., Windsor in Canada, Kiel
in Germany and Helsinki in Finland. In addition to providing software
development services these centers, with their significant local talent, also
provide customer interface.

Clients

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

|                      |       |                |                      |                |            |                |            |    |  |  |    |    | 
|--------------------- | ----- | -------------- | -------------------- | -------------- | ---------- | -------------- | ---------- | -- |  |  | -- | -- | 
|                      |       |                | Number of clients in
|                      |       |                |                     
|                      |       |                | Year ended           |                | Year ended |                | Year ended
|Per client revenue($) |       | March 31, 2001 |                      | March 31, 2002 |            | March 31, 2003
|                      |       |                |                      |                |            |               
|1-3 million           |       |                | 36                   |                |            |                | 49         |    |  |  | 47 |   
|3-5 million           |       |                | 14                   |                |            |                | 9          |    |  |  | 21 |   
|>5 million            |       |                | 15                   |                |            |                | 23         |    |  |  | 27 |   
|                      |       |                |                      |                |            |                |            |    |  |  |    |   
|                      | Total |                |                      | 65             |            |                |            | 81 |  |  |    | 95 | 
|                      |       |                |                      |                |            |                |            |    |  |  |    |   

For the fiscal years ended March 31, 2002 and 2003, the largest client of
our Global IT Services and Products segment accounted for 7% and 8% of the
services component of Global IT Services and Products revenue, and 5% and 5%
of total revenues. For the same periods, the five largest clients of our
Global IT Services and Products segment accounted for 29% and 24% of Global IT
Services and Products revenues, and 20% and 16% of total revenues.

Sales and Marketing

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



| |  |  | By the vertical market segment of the clients business;                      
| | - |  | ------------------------------------------------------------------------------
|
| |  |  | By the geographic region in which the client is located; and                  
|
| |  |  | By the specific practice specialization or skill set that the client requires.

We use an integrated team sales approach that allows our sales teams to
pass a client over to an execution team once the sale is completed. Our sales
personnel work together with the appropriate software professionals and
technical managers in analyzing potential projects and selling our expertise to
potential clients. Our sales efforts are largely decentralized and conducted
within each of our business segments. Global IT Services and Products also gets
support from our corporate marketing team to assist in brand building and other
corporate level marketing efforts. Our sales and marketing team has increased
from 99 to 143 personnel from March 31, 2002 to March 31, 2003. We intend to
expand our global marketing efforts through increased presence in targeted
geographical regions.

Competition

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

These competitors are located internationally as well as in India. We
expect that further competition will increase and potentially include companies
from other countries that have lower personnel costs than those currently in
India. A significant part of





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our competitive advantage has historically been a wage cost advantage relative
to companies in the United States and Europe. Because wage costs in India are
presently increasing at a faster rate than those in the United States our
ability to compete effectively will increasingly become dependent on our
ability to provide high quality, on-time, complex deliverables that depend on
increased expertise in certain technical areas. We also believe that our
ability to compete will depend on a number of factors not within our control,
including:



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

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

IT-Enabled Services

Our IT-Enabled Services business segment, which we operate through our
wholly owned subsidiary, Spectramind, is one of Indias largest BPO providers.
Spectramind enables its clients to outsource their IT-intensive processes to
us. Our service offerings include the following:



| |  |  | 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; and                                               
|
| |  |  | Industry specific services, such as insurance claims processing,
mortgage processing, and document management.                       

We have approximately 5,100 IT-enabled service professionals operating
out of our offshore locations in Delhi, Mumbai, Chennai and Pune.

Representative samples of our service offerings include:



| |  |  | We provide BPO services to a leading global personal
computer manufacturer to improve its service levels for support of
personal computer products and peripherals and realize cost savings.
We inventoried the clients existing processes and
reviewed the related documentation for those processes. We performed a
pilot run for both voice and e-mail services and
transitioned the services to our offshore facility. We continue to
increase the volume of services offered to the client.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We also provide these services to a leading collections
company to transition its customer support and sales support
services from the U.S., U.K., and Canada into India. The elimination
of repetitive processes and lower attrition levels
has resulted in cost savings for the client.                                                                                                                                                                                                        

Competition

We primarily compete against the in house-business process outsourcing
units of international companies, other Indian IT service providers, global
competitors and competitors from other offshore locations like Philippines and
Ireland.

India and Asia-Pac IT Services and Products

Our India and Asia-Pac IT Services and Products business segment, which
we call Wipro Infotech, is focused on the Indian, Asia-Pacific and Middle-East
markets and provides enterprise clients with comprehensive IT solutions. Our
suite of services and products consists of the following :



| |  |  | Technology products;                           
| | - |  | -----------------------------------------------
|
| |  |  | Technology integration and management services;





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| |  |  | Custom application development and maintenance;
| | - |  | -----------------------------------------------
|
| |  |  | Consulting; and                                
|
| |  |  | e-Procurement services and solutions.          

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

Services and Products

Technology Products.We manufacture our own brand of personal desktop
computers, servers and notebooks, and offer in India a portfolio of
international brands in desktops, servers, notebooks, storage products,
networking solutions and packaged software to meet our clients requirements.

Technology integration and management services.We enable our customers
to leverage our IT skill and expertise to maximize returns on their technology
investments. We have over 21 years of experience and currently support over
330,000 systems with over 12,000 contracts, with approximately 2,600 IT
professionals, including outsourced professionals. Our offerings include:



| |  |  | Availability Services.Includes hardware and software
maintenance, and network availability services. We provide these
services through an annual service or maintenance contract with the client which provides for both preventive and
breakdown maintenance services.                                                                                                                                                                                                                                                        
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | System Integration.We are one of the largest system integrators in India and our services include integration of
computing platforms, networks, storage, data center and enterprise
management software. These services are typically
bundled with sales of our technology products.                                                                                                                                                                                                                                           
|
| |  |  | Infrastructure Management and Total Outsourcing.Includes
management and operations of customers IT infrastructure
on a day-to-day basis. Our Total Outsourcing practice encompasses
process, function or activity of the IT department
in a clients organization that can be outsourced to us by the client,
through a long term contractual agreement. The
scope of outsourcing typically covers two or more of the following
areas: applications management, infrastructure
management, asset outsourcing and HR transition
|
| |  |  | Technology Support Services.Includes technology support
services for upgrades, system migrations, messaging, network
audits and new system implementation. When combined with our expertise
in availability and managed IT services, we
can provide the client with a complete solution for enhanced system
performance.                                                                                                                                                                                                       

We supplement our in-house resources with approximately 140 franchisees,
whom we train, and support for them to provide both Availability and Managed
IT services. This allows us to grow our business substantially without
proportionate increases in our personnel.

Custom application development and maintenance.We design, develop and
implement enterprise applications for corporate customers. Our solutions
include custom application development, implementation, sustenance of
enterprise applications, including industry-specific applications, and
enterprise application integration.

Consulting. We provide consulting services in the areas of business
continuity and risk management, technology, process and strategy.

e-Sourcing
and e-Procurement Services and Solutions:We provide strategic
e-Sourcing and e-Procurement services, solutions and consulting to help
customers leverage technology to optimize their procurement costs.

Clients

We provide products and services to clients in a variety of areas such as
manufacturing, banking, financial services and insurance, government, IT and
IT-enabled services, telecommunications and healthcare. Our clients also
include channel partners, who are value-added resellers of our services and
products. As of March 31, 2003, we had over 215 channel partners throughout
India. We have a diverse range of clients, none of whom account for more than
5% of our India and Asia-Pac IT Services and Products business segment
revenues.





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##### Table of Contents



Sales and Marketing

We sell and market our products and services to major corporate clients
through our direct sales force, and to smaller clients and retail clients
through an extensive network of channel partners. Sales teams are organized
based on vertical segments, geographies, client size or product or service
segment. Compensation to our sales team is comprised of salary and additional
compensation linked to achievement of revenue or profit target and collections
that a particular sales team produces. Sales efforts are supplemented through
a corporate wide web based ordering system and a marketing team that assists
in brand building, and other corporate level marketing efforts. As of March
31, 2003, we had 296 employees in our sales and marketing staff.

Competition

The market for our services and products is highly competitive and
rapidly changing. Our competitors include global players like IBM, Hewlett
Packard, EDS, Dell and Indian companies such as TCS, HCL Infosystems and
Infosys.

Consumer Care and Lighting

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

Products

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

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

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

Sales and Marketing

We sell and market our consumer care products primarily through our
distribution network in India, that has access to 1.2 million retail outlets
throughout the country. We sell our lighting products to major industrial and
commercial customers through our direct sales force, from 30 sales offices
located throughout India. We also have access to over 300,000 retail outlets
for our lighting products.

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

Competition

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

Raw Materials and Manufacturing

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





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

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

Markets and Sales Revenue

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

|                  |       |      |                             |        |  |      |        |        |  |     |               |        |  |   |     |     | 
|----------------- | ----- | ---- | --------------------------- | ------ |  | ---- | ------ | ------ |  | --- | ------------- | ------ |  | - | --- | --- | 
|                  |       |      |                             |        |  |      |        |        |  |     | (In millions)
|                  |       |      |                            
|                  |       |      | Fiscal year ended March 31,
|                  |       |      |                            
|Geographic Area   |       | 2001 |                             | 2002   |  | 2003 |        | 2003  
|                  |       |      |                             |        |  |      |        |       
|India             |       | Rs.  | 12,320                      |        |  | Rs.  | 11,044 |        |  | Rs. | 12,141        |        |  | $ | 255 |    
|United States     |       |      | 11,431                      |        |  |      | 12,689 |        |  |     | 20,048        |        |  |   | 422 |    
|Europe            |       |      | 5,071                       |        |  |      | 8,255  |        |  |     | 8,503         |        |  |   | 179 |    
|Rest of the World |       |      | 1,821                       |        |  |      | 1,486  |        |  |     | 2,158         |        |  |   | 45  |    
|                  |       |      |                             |        |  |      |        |        |  |     |               |        |  |   |     |    
|                  | Total |      | Rs.                         | 30,643 |  |      | Rs.    | 33,474 |  |     | Rs.           | 42,850 |  |   | $   | 902 | 

Intellectual Property

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

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

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

As of March 31, 2003, Wipro Limited and its subsidiaries held 163
trademarks in India, including Wipro, Santoor and Wipro Babysoft. Wipro
Trademarks Holding Limited, our wholly owned subsidiary, has 836 trademark
applications pending in India. We have four registered trademarks in Japan,
three registered trademarks in the United States, five community trademarks in
the European Union and two trademark applications, two service mark
applications pending in the United States and one service mark application in
Japan. It is uncertain whether we will obtain registration for these
trademarks and service marks.





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##### Table of Contents



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

Effect of Government Regulation of our Business

Regulation of our business by the Indian government affects our business
in several ways. We benefit from certain tax incentives promulgated by the
Government of India, including a ten-year tax holiday from Indian corporate
income taxes for the operation of most of our Indian facilities and a partial
taxable income deduction for profits derived from exported IT services under
Indian tax laws. As a result of these incentives, our operations have been
subject to relatively insignificant Indian tax liabilities. We have also
benefited from the liberalization and deregulation of the Indian economy by the
successive Indian governments since 1991, including the current Indian
government. Further, there are restrictive parts of Indian law that affect our
business, including the fact that we are generally required to obtain approval
from the Reserve Bank of India and/or the Ministry of Finance of the Government
of India to acquire companies organized outside India, and we are generally
required, subject to some exceptions, to obtain approval from relevant
government authorities in India in order to raise capital outside India. The
conversion of our equity shares into ADSs is governed by guidelines issued by
the Reserve Bank of India.

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

Please see the section entitled Risk Factors in Item 3. Key
Information, as well as Item 10. Additional information, for more information
on the effects of governmental regulation of our business.

Organizational Structure

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

|                                     |  |                |  |               |      |   |  | 
|------------------------------------ |  | -------------- |  | ------------- | ---- | - |  | 
|                                     |  | Country of     |  | Percentage   
|Name                                 |  | Incorporation  |  | Held by Wipro
|                                     |  |                |  |              
|Wipro Inc.                           |  | United States  |  |               | 100  | %
|Enthink Inc. *                       |  | United States  |  |               | 100  | %
|Wipro Japan KK.                      |  | Japan          |  |               | 100  | %
|Wipro Prosper Ltd.                   |  | India          |  |               | 100  | %
|Wipro Travel Services Ltd.           |  | India          |  |               | 100  | %
|Wipro Trademarks Holding Ltd.        |  | India          |  |               | 100  | %
|Wipro Holdings (Mauritius) Ltd.      |  | Mauritius      |  |               | 100  | %
|Wipro Technologies Inc.              |  | United States  |  |               | 100  | %
|Wipro Holdings (UK) Ltd.             |  | United Kingdom |  |               | 100  | %
|Wipro Technologies UK Limited        |  | United Kingdom |  |               | 100  | %
|Wipro HealthCare IT Limited          |  | India          |  |               | 100  | %
|Wipro Spectramind Services Pvt. Ltd. |  | India          |  |               | 100  | %
|Wipro Fluid Power Limited            |  | India          |  |               | 98   | %
|WeP Peripherals Ltd.                 |  | India          |  |               | 39.7 | %
|Wipro GE Medical Systems Ltd.        |  | India          |  |               | 49   | %



---

|* |  | Wholly owned subsidiary of Wipro Inc.
|- |  | -------------------------------------





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##### Table of Contents



Wipro GE Medical Systems Limited

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

Wipro Fluid Power

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

Property, Plant and Equipment

Our headquarters and corporate offices are located at Doddakannelli,
Sarjapur Road, Bangalore, India. The offices are approximately 300,000 square
feet. We have purchased approximately 1,800,000 square feet of land adjoining
our corporate offices for future expansion plans. Additionally, our most
significant leased and owned properties are listed in the table below.

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

We operate nine manufacturing sites, aggregating approximately 1,272,700
square feet and approximately 3,929,000 square feet of land. We own seven of
these facilities, located in Amalner, Tumkur, Bangalore, Mysore, Hindupur,
Chennai and Pondicherry, India. We have leased on a long-term basis one
additional facility located in Waluj, India. We also have software development
facilities in London, United Kingdom, Windsor, Canada, Kiel, Germany, Phoenix,
United States and Tampere, Finland.

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





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##### Table of Contents



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

|                                         |                                              |                |  |                |           |           |  |           |           |  |                 |  |  | 
|---------------------------------------- | -------------------------------------------- | -------------- |  | -------------- | --------- | --------- |  | --------- | --------- |  | --------------- |  |  | 
|                                         |                                              |                |  | Building       |           | Land (1)  |  |           |           | 
|                                         |                                              |                |  |                |           |           |  |           |           | 
|Location                                 |                                              | Approx. Sq.ft. |  | Approx. Sq.ft. |           | Ownership
|                                         |                                              |                |  |                |           |          
|Software Development Facilities          |                                              |                |  |                |           |           |  |           |           |  |                 | 
|                                         | Bangalore (M.G.Road), Karnataka              |                |  | 56,000         |           |           |  |          |           |  | Leased         
|                                         | Bangalore (ITPL), Karnataka                  |                |  | 45,000         |           |           |  |          |           |  | Leased         
|                                         | Bangalore (Koramangala 1), Karnataka         |                |  | 48,000         |           |           |  |          |           |  | Leased         
|                                         | Bangalore (Koramangala 2), Karnataka         |                |  | 52,500         |           |           |  | 30,000    |           |  | Owned          
|                                         | Bangalore (Koramangala 3), Karnataka         |                |  | 13,249         |           |           |  |          |           |  | Leased         
|                                         | Bangalore
(Madivala  1), Karnataka          |                |  | 48,000         |           |           |  |          |           |  | Leased         
|                                         | Bangalore (Madivala  2), Karnataka          |                |  | 74,800         |           |           |  |          |           |  | Leased         
|                                         | Bangalore
(Madivala  3), Karnataka          |                |  | 70,000         |           |           |  |          |           |  | Leased         
|                                         | Bangalore (Electronic City 1), Karnataka     |                |  | 225,000        |           |           |  | 217,800   |           |  | Long term lease
|                                         | Bangalore (Electronic City 2), Karnataka (2) |                |  | 430,000        |           |           |  | 522,000   |           |  | Owned          
|                                         | Chennai, (Guindy), Tamil Nadu                |                |  | 35,000         |           |           |  | 16,000    |           |  | Owned          
|                                         | Chennai (Sholinganalur), Tamil Nadu          |                |  | 450,000        |           |           |  | 610,000   |           |  | Owned          
|                                         | Gurgaon, Haryana                             |                |  | 6,000          |           |           |  |          |           |  | Long term lease
|                                         | Gurgaon, Haryana                             |                |  | 20,000         |           |           |  |          |           |  | Leased         
|                                         | Hyderabad (Madhapur), Andhra Pradesh         |                |  | 250,000        |           |           |  | 196,000   |           |  | Long term lease
|                                         | London  United Kingdom                      |                |  | 11,000         |           |           |  |          |           |  | Leased         
|                                         | New Mumbai (Belapur), Maharashtra            |                |  | 156,000        |           |           |  |          |           |  | Long term lease
|                                         | Pune, (Hinjawadi), Maharashtra               |                |  | 270,000        |           |           |  | 1,084,000 |           |  | Long term lease
|                                         | Secunderabad (Begumpet), Andhra Pradesh      |                |  | 40,000         |           |           |  |          |           |  | Long term lease
|                                         | Phoenix  United States                      |                |  | 2,300          |           |           |  |          |           |  | Leased         
|                                         | Windsor  Canada                             |                |  | 24,700         |           |           |  |          |           |  | Leased         
|                                         | Kiel  Germany                               |                |  | 2,680          |           |           |  |          |           |  | Leased         
|                                         | Tampere  Finland                            |                |  | 861            |           |           |  |          |           |  | Leased         
|Proposed Software Development Facilities |                                              |                |  |                |           |           |  |           |           |  |                 | 
|                                         | Bangalore (Electronic City 3), Karnataka     |                |  | 250,000        |           |           |  | 370,000   |           |  | Owned          
|                                         | Bangalore (Electronic City 4), Karnataka     |                |  |               |           |           |  | 2,015,000 |           |  | Owned          
|                                         | Hyderabad, Andhra Pradesh                    |                |  | 900,000        |           |           |  | 1,300,000 |           |  | Long term lease
|                                         | Kolkata, West Bengal                         |                |  | 350,000        |           |           |  | 522,000   |           |  | Long term lease
|                                         | New Mumbai (Vashi), Maharashtra              |                |  | 250,000        |           |           |  | 166,000   |           |  | Long term lease
|                                         |                                              |                |  |                |           |           |  |           |           |  |                 | 
|                                         |                                              | Total          |  |                | 1,750,000 |           |  |           | 4,373,000 |  |                 |  |  | 
|Factories                                |                                              |                |  |                |           |           |  |           |           |  |                 | 
|                                         | Amalner, Maharashtra                         |                |  | 727,000        |           |           |  | 1,108,000 |           |  | Owned          
|                                         | Bangalore, Karnataka                         |                |  | 63,000         |           |           |  | 397,000   |           |  | Owned          
|                                         | Tumkur, Karnataka                            |                |  | 139,000        |           |           |  | 736,000   |           |  | Owned          
|                                         | Hindupur, Andhra Pradesh                     |                |  | 31,000         |           |           |  | 114,000   |           |  | Owned          
|                                         | Tambaram, Chennai                            |                |  | 90,000         |           |           |  | 80,000    |           |  | Owned          
|                                         | Mysore, Karnataka                            |                |  | 60,000         |           |           |  | 327,000   |           |  | Owned          
|                                         | Thirubhvanai, Pondicherry                    |                |  | 20,000         |           |           |  | 400,000   |           |  | Owned          
|                                         | Waluj, Aurangabad                            |                |  | 124,000        |           |           |  | 767,000   |           |  | Long term lease
|                                         | Thatanchavadi, Pondicherry                   |                |  | 18,700         |           |           |  |          |           |  | Leased         
|                                         |                                              |                |  |                |           |           |  |           |           |  |                 | 
|                                         |                                              | Total          |  |                | 1,272,700 |           |  |           | 3,929,000 |  |                 |  |  | 



|(1) |  | Includes land owned or held pursuant to a long term lease.
|--- |  | ----------------------------------------------------------
|   
|(2) |  | Facility partially completed.                             





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##### Table of Contents



Material Plans to Construct, Expand and Improve Facilities

As of March 31, 2003, we have capital commitments of Rs. 321 million
($6.75 million) related to the construction or expansion of software
development facilities. Plans to construct or expand our software development
facilities are dictated by business requirements. We currently intend to
finance our planned construction and expansion entirely from internal
accruals.

Legal Proceedings

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




Item 5. Operating and Financial Review and Prospects

Investors 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, will and expect
and other similar expressions as they relate to the company or its business
are intended to identify such forward-looking statements. 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 in the prospectus filed with the Securities and
Exchange Commission, as well as the factors discussed in this report. Readers
are cautioned not to place undue reliance on these forward-looking statements
that speak only as of their dates. The following discussion and analysis
should be read in conjunction with our financial statements included herein
and the notes thereto.

Overview

This information is available under the caption titled Business
Overview in Item 4. Information on the Company, of this Annual Report, and is
incorporated herein by reference.

Operating Results

Our revenue and net income for the years ended March 31, 2001, 2002 and
2003 are provided below.

|                                                     |         |     |                       |       |      |     |               |       |  |     |         |       | 
|---------------------------------------------------- | ------- | --- | --------------------- | ----- | ---- | --- | ------------- | ----- |  | --- | ------- | ----- | 
|                                                     |         |     | Wipro Limited        
|                                                     |         |     |                      
|                                                     |         |     | Years ended March 31,
|                                                     |         |     |                      
|                                                     |         |     | 2001                  |       | 2002 |     | 2003         
|                                                     |         |     |                       |       |      |     |              
|                                                     |         |     |                       |       |      |     | (in millions) |       |  |     |        
|Revenue                                              |         | Rs. | 30,643                |       |      | Rs. | 33,473        |       |  | Rs. | 42,850  |      
|Cost of revenue                                      |         |     | (18,917               | )     |      |     | (20,661       | )     |  |     | (27,176 | )    
|Gross profit                                         |         |     | 11,726                |       |      |     | 12,812        |       |  |     | 15,674  |      
|Gross margins                                        |         |     | 38                    | %     |      |     | 38            | %     |  |     | 37      | %    
|Operating income                                     |         |     | 7,554                 |       |      |     | 8,442         |       |  |     | 9,486   |      
|Income from continuing operations                    |         |     | 6,437                 |       |      |     | 8,411         |       |  |     | 8,477   |      
|Gain/(loss) from discontinued operations, net of tax |         |     | 77                    |       |      |     | (82           | )     |  |     | (378    | )    
|Cumulative effect of accounting change, net of tax   |         |     | (59                   | )     |      |     |              |       |  |     |        |      
|Net income                                           |         |     | 6,455                 |       |      |     | 8,329         |       |  |     | 8,099   |      
|Earnings per share (Continuing operations)           |         |     |                       |       |      |     |               |       |  |     |         |      
|                                                     | Basic   |     |                       | 28.07 |      |     |               | 36.39 |  |     |         | 36.66 | 
|                                                     | Diluted |     |                       | 27.84 |      |     |               | 36.33 |  |     |         | 36.60 | 
|Earnings per share (Net income)                      |         |     |                       |       |      |     |               |       |  |     |         |      
|                                                     | Basic   |     |                       | 28.15 |      |     |               | 36.04 |  |     |         | 35.03 | 
|                                                     | Diluted |     |                       | 27.91 |      |     |               | 35.98 |  |     |         | 34.97 | 





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##### Table of Contents



We were in the corporate Internet services (ISP) business since 1999
through Wipro Net. For strategic reasons, we decided to concentrate on our core
businesses and, as a result, in June 2002, we decided to exit this division and
approved a formal plan of disposal. Under the plan, we sold the customer
contracts, disposed of a substantial portion of the long-lived assets, settled
the trade receivables and a significant portion of the outstanding vendor
obligations.

Our Corporate ISP business is an asset group and its operations qualify
as a component of an entity. We are disposing of our Corporate ISP business,
and, as a result, the operations and cash flows of our Corporate ISP business
will be eliminated from ongoing operations. We will not have any significant
continuing involvement in the operations of that business after the disposal.
Thus, the results of operations of our Corporate ISP business are reported in
discontinued operations for the current and prior periods in our consolidated
financial statements.

During the year ended March 31, 2001 the Company sold a 50% equity
interest in Wipro Finance, our discontinued financial services business. The
tax benefit of Rs. 78 million arising on this sale has been reported separately
as a component of discontinued operations.

Acquisitions

Wipro Spectramind Services Private Limited (Spectramind)

In July 2002, we acquired Spectramind, a leading IT-enabled services
provider in India, providing remote processing services to large global
corporations in the U.S., U.K., Australia and other markets. Consequent to
this acquisition, we held 89% of the outstanding equity shares of Spectramind,
acquired at a cost of Rs. 4,177 million. Subsequently, we acquired an
additional 11% of the outstanding equity shares for Rs. 441 million. The
results of operations of Spectramind are consolidated in our financial
statements with effect from July 1, 2002.

Additionally, employees of Spectramind have been granted options to
purchase equity shares in Spectramind, subject to requirements of vesting.
Assuming exercise of all such options, our equity interest in Spectramind on a
fully diluted basis would be 87%.

Wipro Healthcare IT Limited (Wipro Healthcare IT)

In August 2002, we acquired a 60% equity interest in Wipro Healthcare IT,
an India-based company engaged in the development of health care related
software, and the technology rights in the business of Wipro Healthcare IT for
an aggregate consideration of Rs. 181 million. On December 31, 2002, we
acquired the balance 40% equity interest in Wipro Healthcare IT for an
aggregate consideration of Rs. 97 million.

Global Energy Practice (GEP)

In December 2002, we acquired the Global Energy Practice of American
Management Systems for an aggregate consideration of Rs. 1,165 million. GEP
has a team of domain experts and IT consultants providing specialized IT
services to clients in the energy and utilities sector. This acquisition
enhances our ability to deliver end-to-end IT solutions primarily in the areas
of design and maintenance of complex billing and settlement systems for energy
markets and systems and enterprise application integration services.

Nervewire, Inc. (Nervewire)

Subsequent to the year ended March 31, 2003, in May 2003, we acquired
Nervewire, Inc., a Massachusetts-based business and IT consulting company
serving customers in the financial services sector, for a consideration of Rs.
836 million. Nervewire has a team of 90 domain experts and IT consultants.
Nervewire provides strategy and business case development, business
requirements definition, IT strategy and program management and systems
development and integration services.





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##### Table of Contents



Our revenue and operating income by business segment are provided below
for the years ended March 31, 2001, 2002 and 2003 :

|                   |                                             |  |                       |    |      |  |      |    |   |  |     |    |  
|------------------ | ------------------------------------------- |  | --------------------- | -- | ---- |  | ---- | -- | - |  | --- | -- | -
|                   |                                             |  | Years ended March 31,
|                   |                                             |  |                      
|                   |                                             |  | 2001                  |    | 2002 |  | 2003
|                   |                                             |  |                       |    |      |  |     
|Revenue :          |                                             |  |                       |    |      |  |      |    |   |  |     |   
|                   | Global IT Services and Products             |  |                       | 57 | %    |  |      | 67 | % |  |     | 67 | %
|                   | IT-Enabled Services                         |  |                       |   |      |  |      |   |   |  |     | 4  |  
|                   | India and Asia-Pac IT Services and Products |  |                       | 28 |      |  |      | 21 |   |  |     | 19 |  
|                   | Consumer Care and Lighting                  |  |                       | 10 |      |  |      | 9  |   |  |     | 7  |  
|                   | HealthScience                               |  |                       | 2  |      |  |      | 2  |   |  |     | 2  |  
|                   | Others                                      |  |                       | 3  |      |  |      | 2  |   |  |     | 3  |  
|                   | Reconciling items                           |  |                       |   |      |  |      | (1 | ) |  |     | (2 | )
|                   |                                             |  |                       |    |      |  |      |    |   |  |     |    |  
|                   |                                             |  | 100                   | %  |      |  | 100  | %  |   |  | 100 | % 
|Operating Income : |                                             |  |                       |    |      |  |      |    |   |  |     |   
|                   | Global IT Services and Products             |  |                       | 80 | %    |  |      | 90 | % |  |     | 85 | %
|                   | IT-Enabled Services                         |  |                       |   |      |  |      |   |   |  |     | 3  |  
|                   | India and Asia-Pac IT Services and Products |  |                       | 11 |      |  |      | 7  |   |  |     | 6  |  
|                   | Consumer Care and Lighting                  |  |                       | 6  |      |  |      | 5  |   |  |     | 4  |  
|                   | HealthScience                               |  |                       | 1  |      |  |      | 1  |   |  |     |   |  
|                   | Others                                      |  |                       |   |      |  |      |   |   |  |     | 2  |  
|                   | Reconciling items                           |  |                       | 2  |      |  |      | (3 | ) |  |     |   |  
|                   |                                             |  |                       |    |      |  |      |    |   |  |     |    |  
|                   |                                             |  | 100                   | %  |      |  | 100  | %  |   |  | 100 | % 
|                   |                                             |  |                       |    |      |  |      |    |   |  |     |    |  

The Others category in the table above includes our other lines of
business such as Wipro Fluid Power. Corporate activities such as treasury,
legal, accounting and human resources, which do not qualify as operating
segments under SFAS No. 131, have been considered as reconciling items.
Reconciling items are net of common costs allocated to other business segments.





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##### Table of Contents



Global IT Services and Products

|                                             |          |  |                       |        |      |  |        |         |   |  |        |         |  
|-------------------------------------------- | -------- |  | --------------------- | ------ | ---- |  | ------ | ------- | - |  | ------ | ------- | -
|                                             |          |  | Years ended March 31,
|                                             |          |  |                      
|                                             |          |  | 2001                  |        | 2002 |  | 2003  
|                                             |          |  |                       |        |      |  |       
|                                             |          |  | (in
millions)        
|Revenue                                      |          |  |                       |        |      |  |        |         |   |  |        |        
|                                             | Services |  | Rs.                   | 17,516 |      |  | Rs.    | 21,535  |   |  | Rs.    | 28,469  |  
|                                             | Products |  |                       |       |      |  |        | 955     |   |  |        | 80      |  
|                                             | Total    |  |                       | 17,516 |      |  |        | 22,490  |   |  |        | 28,549  |  
|Cost of revenue                              |          |  |                       |        |      |  |        |         |   |  |        |        
|                                             | Services |  |                       | (9,039 | )    |  |        | (11,297 | ) |  |        | (16,438 | )
|                                             | Products |  |                       |       |      |  |        | (891    | ) |  |        | (78     | )
|                                             | Total    |  |                       | (9,039 | )    |  |        | (12,188 | ) |  |        | (16,516 | )
|Selling, general and administrative expenses |          |  | (2,482                | )      |      |  | (2,509 | )       |   |  | (3,685 | )      
|Research and Development expenses            |          |  |                      |        |      |  | (213   | )       |   |  | (260   | )      
|Amortization of intangibles                  |          |  |                      |        |      |  |       |         |   |  | (10    | )      
|Others,
net                                  |          |  | 20                    |        |      |  | (2     | )       |   |  | 12     |        
|Operating income                             |          |  | 6,015                 |        |      |  | 7,578  |         |   |  | 8,090  |        
|Revenue growth rate over prior period        |          |  | 67                    | %      |      |  | 28     | %       |   |  | 27     | %      
|Operating margin                             |          |  | 34                    | %      |      |  | 34     | %       |   |  | 28     | %      

Global IT Services and Products revenue from services is derived from
technology and software services provided on either a time-and-materials or
fixed-price, fixed-timeframe basis. Maintenance revenue is deferred and
recognized ratably over the term of the agreement. Our business segment revenue
includes the impact of exchange rate fluctuations. Revenue from services
provided on a time-and-materials basis is recognized in the period that
services are provided and costs incurred. Revenue from fixed-price,
fixed-timeframe projects is recognized on a percentage of completion basis.
Provisions for estimated losses on projects in progress are recorded in the
period in which we determine such losses to be probable. To date, a substantial
majority of our services revenue has been derived from time-and-materials
projects. For the year ended March 31, 2003, time-and-materials projects
generated 65% of services revenue of Global IT Services and Products, while
fixed-price, fixed-timeframe projects generated 35% of services revenue of
Global IT Services and Products. The proportion of revenue from fixed-price,
fixed-timeframe projects may increase. Our operating results could be adversely
affected by factors such as cost overruns due to delays, unanticipated costs,
and wage inflation.

Global IT Services and Products revenue from products is derived from the
sale of third-party hardware and software products.

The cost of revenue for services, in Global IT Services and Products,
consists primarily of compensation expenses for our IT professionals, data
communication expenses, computer maintenance, travel expenses and occupancy
expenses associated with services rendered. We recognize these costs as
incurred. Selling, general and administrative expenses consist primarily of
sales and marketing expenses and allocated corporate overhead expenses
associated with management, human resources, corporate marketing, information
management systems, quality assurance and finance. The cost of revenues for
products, in Global IT Services and Products, consists of the cost for products
procured from third-party manufacturers.





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The revenue and profits for any period of our services component of our
Global IT Services and Products segment are significantly affected by the
proportion of work performed at our facilities in India and at client sites
overseas and by the utilization rates of our IT professionals. Services
performed in India generally yield better profit margins because the higher
costs of performing overseas work more than offset the higher rates we charge.
For this reason, we seek to move a project as early as possible from overseas
locations to our Indian development centers. As of March 31, 2003, 77% of our
professionals in the Global IT Services and Products were located in India.
For the year ended March 31, 2003, 46% of the services component of our Global
IT Services and Products revenues were generated from work performed at our
facilities in India.

In our segment reporting only, management has included the impact of
exchange rate fluctuations in revenue. Excluding the impact of exchange rate
fluctuations, revenue, as reported in our statements of income, is Rs. 17,390
million, Rs. 22,234 million, and Rs. 28,250 million for the years ended March
31, 2001, 2002 and 2003.

IT-Enabled Services

|                                             |          |  |                      |       |  
|-------------------------------------------- | -------- |  | -------------------- | ----- | -
|                                             |          |  | Year ended March 31,
|                                             |          |  | 2003                
|                                             |          |  |                     
|                                             |          |  | (in millions)       
|Revenue                                      |          |  |                      |      
|                                             | Services |  | Rs.                  | 1,644 |  
|Cost of revenue                              |          |  |                      |      
|                                             | Services |  |                      | (975  | )
|Selling, general and administrative expenses |          |  | (286                 | )    
|Amortization of intangibles                  |          |  | (135                 | )    
|Others, net                                  |          |  | (1                   | )    
|Operating income                             |          |  | 247                  |      
|Revenue growth rate over prior period        |          |  |                     |      
|Operating margin                             |          |  | 15                   | %    

In July 2002, we acquired Spectramind. The operations of Spectramind are
organized as a new business segment named IT-Enabled Services.

Revenues from IT-Enabled Services are derived from both time-based and
unit-priced contracts. Revenue is recognized as services are performed under
the specific terms of the contracts with our customers. Our business segment
revenue includes the impact of exchange rate fluctuations.

The cost of revenue in our IT-Enabled Services segment consists primarily
of compensation expenses for our employees engaged in delivery of services to
customers, data communication expenses, computer maintenance, travel expenses
and occupancy expenses associated with services rendered. We recognize these
costs as incurred. Selling, general and administrative expenses consist
primarily of sales and marketing expenses and expenses associated with
management, human resources, corporate marketing, information management
systems, quality assurance and finance.





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##### Table of Contents



In our segment reporting only, management has included the impact of
exchange rate fluctuations in revenue. Excluding the impact of exchange rate
fluctuations, revenue, as reported in our statements of income, is Rs. 1,614
million for the year ended March 31, 2003.

India and Asia-Pac IT Services and
Products

|                                             |          |       |        |                       |        |      |      |        |        |   |        |        |        |  
|-------------------------------------------- | -------- | ----- | ------ | --------------------- | ------ | ---- | ---- | ------ | ------ | - | ------ | ------ | ------ | -
|                                             |          |       |        | Years ended March 31,
|                                             |          |       |        |                      
|                                             |          |       |        | 2001                  |        | 2002 |      | 2003  
|                                             |          |       |        |                       |        |      |      |       
|                                             |          |       |        | (in millions)        
|Revenue                                      |          |       |        |                       |        |      |      |        |        |   |        |       
|                                             | Services |       | Rs.    | 1,873                 |        |      | Rs.  | 1,914  |        |   | Rs.    | 2,240  |       
|                                             | Products |       |        | 6,725                 |        |      |      | 5,036  |        |   |        | 5,806  |       
|                                             |          | Total |        |                       | 8,598  |      |      |        | 6,950  |   |        |        | 8,046  |  
|Cost of revenue                              |          |       |        |                       |        |      |      |        |        |   |        |       
|                                             | Services |       |        | (1,192                | )      |      |      | (1,160 | )      |   |        | (1,187 | )     
|                                             | Products |       |        | (5,459                | )      |      |      | (4,268 | )      |   |        | (5,100 | )     
|                                             |          | Total |        |                       | (6,651 | )    |      |        | (5,428 | ) |        |        | (6,287 | )
|Selling, general and administrative expenses |          |       | (1,182 | )                     |        |      | (946 | )      |        |   | (1,283 | )     
|Others,
net                                  |          |       | 60     |                       |        |      | 2    |        |        |   | 63     |       
|Operating income                             |          |       | 825    |                       |        |      | 578  |        |        |   | 539    |       
|Revenue growth rate over prior period        |          |       | 6      | %                     |        |      | (19  | %)     |        |   | 16     | %     
|Operating margin                             |          |       | 10     | %                     |        |      | 8    | %      |        |   | 7      | %     

India and Asia-Pac IT Services and Products revenue from services is
derived principally from hardware and software support, maintenance and
consulting services. Our India and Asia-Pac IT Services and Products revenue
from products is derived primarily from the sale of computers, networking
equipment and related hardware products. Our business segment revenue includes
the impact of exchange rate fluctuations. We recognize revenue from services,
depending on the contract terms, over the contract period. Revenue on products
is recognized on dispatch of the products to the customer; however, where the
client is not obligated to pay a portion of the contract price until completion
of installation, revenue is recognized only on completion of installation.

The cost of revenue for services in India and Asia-Pac IT Services and
Products consists primarily of compensation expenses and replacement parts for
our maintenance services. We recognize these costs as incurred. The cost of
revenue for products in India and Asia-Pac IT Services and Products consists of
manufacturing costs for products, including materials, labor and facilities. In
addition, a portion of the costs reflects products manufactured by third
parties and sold by us. We recognize these costs at the time of sale.

Selling, general and administrative expenses for our India and Asia-Pac IT
Services and Products business segment are similar in type to those for our
Global IT Services and Products business segment.

Historically, in our India and Asia-Pac IT Services and Products business
segment, revenue from products has accounted for a substantial majority of
revenue and a much smaller portion of operating income of our India and
Asia-Pac IT Services and Products business segment. Our strategy in the IT
market in India and Asia-Pacific region is to improve our profitability by
focusing on IT services, including systems integration, support services,
software and networking solutions, Internet and e-commerce applications.

In our segment reporting only, management has included the impact of
exchange rate fluctuations in revenue. Excluding the impact of exchange rate
fluctuations, revenue, as reported in our statements of income, is Rs. 8,644
million, Rs. 6,950 million and Rs. 8,041 million for the years ended March 31,
2001, 2002 and 2003 respectively.





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##### Table of Contents



Consumer Care and Lighting

|                                             |  |                       |        |      |  |      |        |    |  |     |        |  
|-------------------------------------------- |  | --------------------- | ------ | ---- |  | ---- | ------ | -- |  | --- | ------ | -
|                                             |  | Years ended March 31,
|                                             |  |                      
|                                             |  | 2001                  |        | 2002 |  | 2003
|                                             |  |                       |        |      |  |     
|                                             |  | (in millions)        
|Revenue                                      |  | Rs.                   | 3,144  |      |  | Rs.  | 2,939  |    |  | Rs. | 2,942  |  
|Cost of revenue                              |  |                       | (2,195 | )    |  |      | (1,999 | )  |  |     | (2,008 | )
|Selling, general and administrative expenses |  |                       | (559   | )    |  |      | (539   | )  |  |     | (513   | )
|Others, net                                  |  |                       | 61     |      |  |      | 3      |    |  |     | 1      |  
|Operating income                             |  |                       | 451    |      |  |      | 404    |    |  |     | 422    |  
|Revenue growth rate over prior period        |  |                       | (2     | %)   |  |      | (7     | %) |  |     |       |  
|Operating margin                             |  |                       | 14     | %    |  |      | 14     | %  |  |     | 14     | %

We have been in the Consumer Care business since 1945 and the lighting
business since 1992. The Consumer Care business has historically generated
surplus cash. Our strategy is to sustain operating margins and continue
generating positive operating cash flows. Revenue in this segment may fluctuate
as commodity prices change and as we emphasize profitability and cash
generation over volume sales.

We recognize revenue from product sales at the time of shipment. Cost of
products consists primarily of raw materials and other manufacturing expenses
such as overheads for factories. Selling, general and administrative expenses
are similar in type to those for our other business segments.

HealthScience

|                                             |          |       |      |                       |      |      |      |      |      |   |      |      |      |  
|-------------------------------------------- | -------- | ----- | ---- | --------------------- | ---- | ---- | ---- | ---- | ---- | - | ---- | ---- | ---- | -
|                                             |          |       |      | Years ended March 31,
|                                             |          |       |      |                      
|                                             |          |       |      | 2001                  |      | 2002 |      | 2003
|                                             |          |       |      |                       |      |      |      |     
|                                             |          |       |      | (in millions)        
|Revenue                                      |          |       |      |                       |      |      |      |      |      |   |      |     
|                                             | Services |       | Rs.  | 354                   |      |      | Rs.  | 274  |      |   | Rs.  | 456  |     
|                                             | Products |       |      | 353                   |      |      |      | 356  |      |   |      | 444  |     
|                                             |          | Total |      |                       | 707  |      |      |      | 630  |   |      |      | 900  |  
|Cost of revenue                              |          |       |      |                       |      |      |      |      |      |   |      |     
|                                             | Services |       |      | (178                  | )    |      |      | (151 | )    |   |      | (274 | )   
|                                             | Products |       |      | (257                  | )    |      |      | (257 | )    |   |      | (346 | )   
|                                             |          | Total |      |                       | (435 | )    |      |      | (408 | ) |      |      | (593 | )
|Selling, general and administrative expenses |          |       | (210 | )                     |      |      | (175 | )    |      |   | (296 | )   
|Amortization of intangible                   |          |       |     |                       |      |      |     |      |      |   | (21  | )   
|Others, net                                  |          |       |     |                       |      |      |     |      |      |   | 6    |     
|Operating income                             |          |       | 62   |                       |      |      | 47   |      |      |   | (4   | )   
|Revenue growth rate over prior period        |          |       | 59   | %                     |      |      | (11  | %)   |      |   | 43   | %   
|Operating margin                             |          |       | 9    | %                     |      |      | 7    | %    |      |   |     |     





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In April 2002, we established a new business segment named HealthScience
to address the IT requirements of the emerging healthcare and life sciences
market. Effective April 1, 2002, our business division, Wipro Biomed, which
was historically included in Others, was transferred to the HealthScience
segment. Effective July 1, 2002, the healthcare and life sciences sector
clients of the Global IT Services and Products segment were also transferred
to the newly established HealthScience segment. As a result, we have
reclassified revenue derived from these clients from Global IT Services and
Products, and are now reporting such revenue in our statements for our
HealthScience segment.

In August 2002, we acquired a 60% equity interest in Wipro Healthcare IT,
an India-based company engaged in the development of healthcare-related
software, and the technology rights in the business of Wipro Healthcare IT for
an aggregate consideration of Rs. 181 million. On December 31, 2002, we
acquired the balance 40% equity interest in Wipro Healthcare IT for an
aggregate consideration of Rs. 97 million.

Revenue from services for our HealthScience segment is primarily derived
from software services provided on a time-and-materials basis. Revenue from
services that are provided on a time-and-materials basis is recognized in the
period that services are provided and costs incurred.

Revenue from products include revenues from sale of software licenses by
Wipro Healthcare IT and revenues from sale of instruments and reagents for
bio-analytical and healthcare segments by Wipro Biomed. Practices for
recognition of revenue in Wipro Biomed are similar to our practices for revenue
recognition in our India and Asia-Pac IT Services and Products business
segment.

Cost of revenues of products include cost of products manufactured by
third parties and sold by us, compensation cost of employees engaged in product
support and maintenance, occupancy expenses and cost of providing warranty
service.

Cost of revenues for services are similar in type to those in our
Global IT Services and Products business segment.

Selling general and administrative expenses are similar in type to those for our other
business segments.

Amortization of Deferred Stock
Compensation

We have amortized deferred stock compensation expenses of Rs. 87 million,
Rs. 79 million and Rs. 52 million for the years ended March 31, 2001, 2002 and
2003 in connection with equity shares issued to our employees pursuant to our
Wipro Equity Reward Trust. We use the intrinsic value based method of APB
Opinion No. 25 and record a deferred stock compensation expense for the
difference between the sale price of equity shares and the fair value as
determined by quoted market prices of our equity shares on the date of grant.
The deferred stock compensation is amortized on a straight-line basis over the
vesting period of the equity shares, which ranges from four years to five
years.

The stock compensation charge has been allocated to cost of revenue and
selling, general and administrative expenses in line with the nature of the
service rendered by the employee who received the benefit. The amortization
is:

|                                             |       |     |                       |    |      |     |      |    |  |     |     |    | 
|-------------------------------------------- | ----- | --- | --------------------- | -- | ---- | --- | ---- | -- |  | --- | --- | -- | 
|                                             |       |     | Years ended March 31,
|                                             |       |     |                      
|                                             |       |     | 2001                  |    | 2002 |     | 2003
|                                             |       |     |                       |    |      |     |     
|                                             |       |     | (in millions)        
|Cost of revenue                              |       | Rs. | 32                    |    |      | Rs. | 30   |    |  | Rs. | 20  |   
|Selling, general and administrative expenses |       |     | 55                    |    |      |     | 49   |    |  |     | 32  |   
|                                             |       |     |                       |    |      |     |      |    |  |     |     |   
|                                             | Total |     | Rs.                   | 87 |      |     | Rs.  | 79 |  |     | Rs. | 52 | 
|                                             |       |     |                       |    |      |     |      |    |  |     |     |   





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Amortization of Goodwill

In the years ended March 31, 2001 and 2002, we have amortized certain
acquisition related goodwill, relating to India and Asia-Pac IT Services and
Products segment, of Rs. 45 million and Rs. 175 million respectively. In the
segment information amortization of goodwill is reported in Others. Subsequent
to the adoption of SFAS No. 142 from April 1, 2002, goodwill is not amortized
but will be tested for impairment at least annually. Please refer to the
discussions on Business combinations, goodwill and intangible assets in Note
2 of the Notes to the Consolidated Financial Statements about the impact of our
adoption of SFAS 141 and SFAS 142 on amortization of goodwill.

Amortization of Intangible Assets

Intangible assets acquired as part of our acquisitions are amortized over
their estimated useful lives in proportion to the economic benefits consumed
in each period. We have amortized intangible assets of Rs. 166 million for the
year ended March 31, 2003.

Foreign Exchange Gains, net

Exchange rate fluctuation consists of the difference between the rate of
exchange at which a transaction is recorded and the rate of exchange on the
date the transaction is settled, and the gains and losses on revaluation of
foreign currency assets and liabilities outstanding at the end of a period.

Others, net

Others, net, includes net gains on the sale of property, plant,
equipment, and other operating income.

Other Income, net

Our other income includes interest income on short-term investments, net
of interest expense on short term and long-term debt and realized gains/losses
on the sale of investment securities.

Equity in Earnings/Losses of Affiliates

Wipro
GE Medical Systems Ltd. (Wipro GE).We hold a 49% equity interest
in Wipro GE Medical Systems Limited, a venture where General Electric, USA
holds the balance 51%.

WeP Peripherals Ltd. (WeP).We hold a 39.7% equity interest in WeP
Peripherals Ltd.

Wipro Net.Until December 2000, we held a 55% equity interest in Wipro
Net. As the minority shareholders of Wipro Net had significant participating
rights, Wipro Net was accounted for by equity method. In December 2000, we
acquired the 45% minority interest in Wipro Net.

NetKracker.In December 2000, we established NetKracker by transferring
our retail Internet business into a newly formed Company in which a strategic
investor invested Rs. 300 million to acquire a 51% equity share interest. We
retained a 49% equity share interest and also acquired additional convertible
preference shares in NetKracker for an aggregate amount of Rs. 54 million. In
March 2002, we converted such preference shares to equity shares and increased
our equity interest in NetKracker to 79%. In March 2002, we agreed to acquire a
19% equity share interest in NetKracker from the strategic investor for Rs. 30
million in cash and a contingent cash consideration that is payable on the
occurrence of certain specified events. We believe that the occurrence of such
specified events are within our control and as a result have determined that
the contingent consideration is not payable. Accordingly, the transaction was
accounted for as a purchase business combination. The amounts assigned to the
net assets of NetKracker exceed the cost of acquisition and this excess was
initially used to reduce the amounts allocated to certain eligible assets.
Since the remaining excess of Rs. 96 million is not material we have reported
its as a component of other income and not as an extraordinary gain.

Income Taxes

Our net income earned from providing services in client premises outside
India is subject to tax in the country where we perform the work. Most of our
tax paid in countries other than India can be applied as a credit against our
Indian tax liability to the extent that the same income is subject to tax in
India.





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Currently, we benefit from tax holidays the Government of India gives to
the export of information technology services from specially designated
Software Technology Parks in India. As a result of these incentives, our
operations have been subject to relatively insignificant Indian tax
liabilities.

These tax incentives currently include a 10-year tax holiday from payment
of Indian corporate income taxes for the operation of our Indian facilities,
all of which are Export Oriented Undertakings or located in Software
Technology Parks or Export Processing Zones; and an income tax deduction of
100% for profits derived from exporting information technology services. We can
use either of these two tax incentives. As a result of these two tax
incentives, a substantial portion of our pre-tax income has not been subject to
significant tax in recent years. For the years ended March 31, 2001, 2002 and
2003, without accounting for the double taxation treaty set-offs, our tax
benefits were Rs. 2,389 million and Rs. 2,862 million and Rs. 2,820 million
respectively, from such tax incentives.

The Finance Act, 2000 phases out the 10-year tax holiday over a ten year
period from fiscal 2000 through fiscal 2009. Accordingly, facilities set up on
or before March 31, 2000, have a 10-year tax holiday, new facilities set up on
or before March 31, 2001, have a 9-year tax holiday and so forth until March
31, 2009, after which the tax holiday will no longer be available to new
facilities. Our current tax holidays expire in stages by 2009.

The Finance Act, 2000 also restricts the scope of the tax exemption to
export income earned by software development centers that are Export Oriented
Undertakings or located in Software Technology Parks or Export Processing
Zones as compared to the earlier exemption which was available to business
profits earned by them. For companies opting for the 100% tax deduction for
profits derived from exporting information technology services, the Finance
Act, 2000 phases out the income tax deduction over the next five years
beginning on April 1, 2000. Additionally, the Finance Act, 2002 has subjected
ten percent of all income derived from services located in Software
Technology Parks to income tax for a one-year period ending March 31, 2003.

For the year ended March 31, 2003 our effective tax rate was 14% and our
Indian statutory tax rate for the same period was 36.8%. When our tax holiday
and taxable income deduction expire or terminate, our tax expense will
materially increase, reducing our profitability.

Results of Operations

Years ended March 31, 2003 and 2002

Revenue.Our total revenue increased by 28% from Rs. 33,473 million for
the year ended March 31, 2002 to Rs. 42,850 million for the year ended March
31, 2003. Revenues from IT-Enabled Services, which are included in our total
revenues from July 2002, has contributed to a 5% increase in our total
revenues. Revenue growth of 23% was driven primarily by a 27%, 16%, 44% and
52% increase in revenue from Global IT Services and Products, India and
Asia-Pac IT Services and Products, HealthScience and Others, respectively.
Revenues of Consumer Care and Lighting remained flat as compared to the year
ended March 31, 2002.

Global
IT Services and Products revenue increased by 27% from Rs. 22,234
million for the year ended March 31, 2002 to Rs. 28,251 million for the year
ended March 31, 2003. Revenue from enterprise services increased by 43%. The
increase in revenue from enterprise services was primarily driven by increased
revenues we received from services provided to financial services, retail and
utility companies. Revenue from technology services decreased by 5%. This
decline was primarily due to a 24% decline in revenues from our
Telecommunications and Inter-networking division, reflecting the softness in
demand from telecommunications equipment manufacturers. This was partially
offset by a 17% increase in revenue from services provided in the areas of
design and development of embedded software solutions to consumer electronics,
automotive and computer hardware manufacturing companies.

We added 120 new clients during the year ended March 31, 2003, accounting
for 9% of our total Global IT Services and Products revenue for the period.
The total number of clients that individually accounted for over $1 million
run rate in revenues increased from 81 in the year ended March 31, 2002 to 95
in the year ended March 31, 2003.

Revenue from IT-Enabled Services are included in our total revenues from
July 2002. For the year ended March 31, 2003, revenue from IT-Enabled Services
was Rs. 1,614 million.

India and Asia-Pac IT Services and Products revenue increased by 16% from
Rs. 6,950 million for the year ended March 31, 2002 to Rs. 8,041 million for
the year ended March 31, 2003. Revenue from products increased 15% which was
primarily due to a 7% increase in revenue from manufactured products and a 20%
increase in revenue from traded products. Revenue from services grew by 17%
from Rs. 1,914 million for the year ended March 31, 2002 to Rs. 2,240 million
for the year ended March 31, 2003.





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Consumer Care and Lighting revenues remained flat from Rs. 2,939 million
for the year ended March 31, 2002 to Rs. 2,942 million for the year ended
March 31, 2003.

HealthScience revenues increased by 44% from Rs. 630 million for the year
ended March 31, 2002 to Rs. 906 million for the year ended March 31, 2003.
Revenue from services increased by 66% from Rs. 274 million for the year ended
March 31, 2002 to Rs. 456 million for the year ended March 31, 2003. This
increase was primarily due to an increase in the size and scope of services
delivered to our clients in the HealthScience segment. Revenue from services
for the year ended March 31, 2003 include revenues of Rs. 12 million from
Wipro Healthcare IT, the business we acquired in August 2002. Revenue from
products increased by 26% from Rs. 356 million for the year ended March 31,
2002 to Rs. 450 million for the year ended March 31, 2003. Revenue from
products for the year ended March 31, 2003 include revenues of Rs. 69 million
from Wipro Healthcare IT, the business we acquired in August 2002.

Revenue from Others increased by 52%, from Rs. 720 million for the year
ended March 31, 2002 to Rs. 1,096 million for the year ended March 31, 2003.
This was primarily due to a 51% increase in the revenues from sale of
hydraulic cylinders and tipping gear systems in our Fluid Power business.

Cost of revenue.As a percentage of total revenue, cost of revenue
increased from 62% for the year ended March 31, 2002 to 63% for the year ended
March 31, 2003. The increase is primarily due to an increase in cost of revenue
for services component of Global IT Services and Products from 53% of services
revenues for the year ended March 31, 2002 to 58% of services revenues for the
year ended March 31, 2003.

As a percentage of Global IT Services and Products revenue, cost of
revenue for the services component increased by 5% from 53% in the year ended
March 31, 2002 to 58% in the year ended March 31, 2003. This increase is
primarily due to a 7% decrease in our offshore billing rates and a 6% decrease
in our onsite billing rates and an increase in compensation for offshore
employees as part of our annual compensation review in June 2002. This is
partially offset by a 6% increase in IT professional utilization rates from
60% in the year ended March 31, 2002 to 66% in the year ended March 31, 2003.

As a percentage of Global IT Services and Products revenue, cost of
revenue for the products component increased by 4% from 93% in the year ended
March 31, 2002 to 97% in the year ended March 31, 2003.

As a percentage of IT-Enabled Services revenue, cost of revenue is 60%
for the year ended March 31, 2003. We acquired our IT-enabled services
business in July 2002 consequently there is no comparable data for the year
ended March 31, 2002.

As a percentage of India and Asia-Pac IT Services and Products revenue,
cost of revenue for the products component increased by 3% from 85% for the
year ended March 31, 2002 to 88% for the year ended March 31, 2003. This was
primarily due to 7% decline in gross margins of traded products partially
offset by a 3% increase in gross margins of manufactured products.

As a percentage of India and Asia-Pac IT Services and Products revenue,
cost of revenue for the services component declined by 8% from 61% for the
year ended March 31, 2002 to 53% for the year ended March 31, 2003. This
decrease was primarily due to an increase in the proportion of revenues from
higher margin services.

As a percentage of Consumer Care and Lighting revenue, cost of Consumer
Care and Lighting revenue remained at 68% for the year ended March 31, 2003.

As a percentage of HealthScience revenue, cost of revenue for the
products component increased by 5% from 72% for the year ended March 31, 2002
to 77% for the year ended March 31, 2003. The decline in gross margins of
traded products is partially offset by the higher gross margins in Wipro
Healthcare IT, the business we acquired in August 2002.

As a percentage of HealthScience revenue, cost of revenue for the
services component declined marginally by 1% from 55% for the year ended March
31, 2002 to 54% for the year ended March 31, 2003.

As a percentage of revenues, cost of revenues from Others decreased by
16% from 89% for the year ended March 31, 2002 to 73% for the year ended March
31, 2003. A portion of costs in our Fluid Power business, which is included as
part of Others, is fixed in nature, and does not increase in proportion to the
increase in revenues.

Selling, general and administrative expenses.Selling, general and
administrative expenses increased by 42% from Rs. 4,359 million for the year
ended March 31, 2002, to Rs. 6,192 million for the year ended March 31, 2003.
The total increase in selling, general and administrative expenses of Rs.
1,833 million was attributable to an increase of Rs. 1,176 million in Global
IT Services and Products,





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Rs. 337 million in India and Asia-Pac IT Services and Products, Rs. 120
million in HealthScience, and a decrease of Rs. 26 million in Consumer Care
and Lighting and Rs. 60 million in Others. Selling, general and administrative
expenses of IT-Enabled Services and Wipro Healthcare IT, which are included in
our selling, general and administrative expenses from July 2002 and August
2002 respectively, were Rs. 286 million and Rs. 15 million respectively.

Selling, general and administrative expenses for Global IT Services and
Products increased by 47% from Rs. 2,509 million for the year ended March 31,
2002 to Rs. 3,685 million for the year ended March 31, 2003. The increase is
primarily due to an increase in the number of sales and marketing personnel,
which increased from 99 in the year ended March 31, 2002 to 143 in the year
ended March 31, 2003, an increase in compensation costs as part of our annual
compensation review in June 2002 and an increase in the proportion of local
hires, who typically have a higher remuneration package, in our sales and
marketing team.

Selling, general and administrative expenses for India and Asia-Pac IT
Services and Products increased by 36% from Rs. 946 million for the year ended
March 31, 2002 to Rs. 1,283 million for the year ended March 31, 2003. This was
primarily due to expenditure incurred on establishing sales and marketing
offices in the Asia Pacific region, an increase in the number of sales and
marketing personnel and an increase in compensation costs as part of our
annual compensation review.

Selling, general and administrative expenses for Consumer Care and
Lighting decreased marginally by 5% from Rs. 539 million for the year ended
March 31, 2002 to Rs. 513 million for the year ended March 31, 2003.

Selling, general and administrative expenses for HealthScience increased
by 69% from Rs. 175 million for the year ended March 31, 2002 to Rs. 296
million for the year ended March 31, 2003. Most of this increase is primarily
due to the costs incurred on establishing the segment, recruitment of sales
and marketing personnel and the related increase in compensation costs.

Selling, general and administrative expenses for Others decreased by 32%
from Rs. 190 million for the year ended March 31, 2002 to Rs. 130 million for
the year ended March 31, 2003. This decline was primarily due to increase in
the amount of common costs allocated to other business units.

Foreign exchange gains, net.Foreign exchange gains, net, increased to
Rs. 307 million for the year ended March 31, 2003 from Rs. 219 million for the
year ended March 31, 2002. This was primarily due to the foreign currency
forward contracts entered into by us to mitigate our exchange rate risk and an
increase in the amounts of receivables and cash balances denominated in
dollars. A portion of our receivables and cash balances are also denominated
in pound sterling. The rupee depreciated against the pound sterling by over
6.8% during the year ended March 31, 2003, which was partially offset by a
2.7% appreciation of the rupee against the dollar in the year ended March 31,
2003.

Operating income.As a result of foregoing factors, operating income
increased by 12% from Rs. 8,442 million for the year ended March 31, 2002 to
Rs. 9,486 million for the year ended March 31, 2003. Operating income for the
year ended March 31, 2003 includes Rs. 247 million of operating income of
IT-Enabled Services, which is included in our operating income from July 2002.
Operating income of Global IT Services and Products and Consumer Care and
Lighting increased by 7% and 5% respectively to Rs. 8,090 million and Rs. 422
million, respectively. Operating income of India and Asia-Pac IT Services and
Products decreased by 7% to Rs. 539 million. Operating losses of HealthScience
for the year ended March 31, 2003 was Rs. 4 million including operating income
of Rs. 9 million of Wipro Healthcare IT, the business we acquired in August
2002. In the Year ended March 31, 2002 operating income of HealthScience was
Rs. 47 million. Operating income of Others increased to Rs. 192 million for
the year ended March 31, 2003, from an operating loss of Rs. 165 million for
the year ended March 31, 2002. Operating loss of Others for the year ended
March 31, 2002 includes goodwill amortization charge of Rs. 175 million.

Other income, net.Other income, net, decreased from Rs. 839 million in
the year ended March 31, 2002 to Rs. 718 million for the year ended March 31,
2003. The decrease was mainly due to the impact of exchange rate fluctuations
on our investments denominated in dollars. Lower yield on our total
investments was partially offset by an increase in the amount of our average
investments.

Income taxes.Income taxes increased by 32% from Rs. 1,016 million for the
year ended March 31, 2002 to Rs. 1,342 million for the year ended March 31,
2003. Our effective tax rate increased from 11% in the year ended March 31,
2002 to 14% in the year ended March 31, 2003. The increase in effective tax
rate was primarily due to a one time tax of 10% of the profits generated by our
operations located in software technology parks in the year ended March 31,
2003, a decrease in the proportion of income from domestic investments being
realized in a tax-free manner and an increase in the proportion of our income
that is subject to foreign taxes. The profits generated by our operations
located in software technology parks were subject to a 100% tax holiday in the
year ended March 31, 2002.





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Equity in earnings/losses of affiliates.Equity in losses of affiliates
for the year ended March 31, 2003 was Rs. 355 million against equity in
earnings of affiliates of Rs. 147 million for the year ended March 31, 2002.
Equity in the earnings of Wipro GE was Rs. 234 million for the year ended March
31, 2002 which was partially offset by the equity in losses of Netkracker of
Rs. 111 million. In the year ended March 31, 2003 equity in the losses of Wipro
GE was Rs. 371 million. The losses in Wipro GE were primarily due to an
increase in input costs and a decline in average selling prices of products.

Income fromcontinuing operations.As a result of the foregoing factors,
income from continuing operations increased by 1% from Rs. 8,411 million for
the year ended March 31, 2002 to Rs. 8,476 million for the year ended March
31, 2003.

Discontinued
operations. The results of operations of the Corporate ISP
division are reported in discontinued operations for the current and prior
periods in our consolidated financial statements.

Years ended March 31, 2002 and 2001

Revenue.Our total revenue increased 9% from Rs. 30,643 million for the
year ended March 31, 2001 to Rs. 33,473 million for the year
ended March 31, 2002. Revenue growth was driven primarily by a 28% increase in revenue from
Global IT Services and Products. Revenues of India and Asia-Pac IT Services
and Products and Consumer Care & Lighting declined by 20% and 7%,
respectively, partially offsetting the revenue increase of Global IT Services
and Products.

Global IT Services and Products revenue increased 28% from Rs. 17,390
million for the year ended March 31, 2001 to Rs. 22,234 million for the year
ended March 31, 2002. Revenue from technology services increased by 22%. This
increase is attributable to increased services provided to telecommunications
and Internet service providers. Revenue from our Telecom and Inter-networking
division declined 6%, reflecting the softness in demand from telecom equipment
manufacturers. Revenue from enterprise services increased 22%. This was
primarily driven by increased revenues we received from services provided to
financial services, retail and utility companies. We added over 107 new
clients during the year, accounting for over 14% of our total Global IT
Services and Products revenue for the year. The total number of clients that
individually accounted for over $1 million in revenues increased from 65 to
81. Revenue from products were primarily from the sale of hardware and
software products along with services in a system integration project.

India and Asia-Pac IT Services and Products revenue declined 20% from Rs.
8,644 million for the year ended March 31, 2001 to Rs. 6,950 million for the
year ended March 31, 2002. The current weak economic environment has reduced
the demand for IT products in the Indian markets. The decrease in revenue from
products was primarily due to a 15% decline in revenue from manufactured
products and a 31% decline in revenue from traded products. These decreases
were partially offset by a 2% growth in revenue from services.

Consumer Care and Lighting revenues declined 7% from Rs. 3,144 million
for the year ended March 31, 2001 to Rs. 2,939 million for the year ended
March 31, 2002. This was primarily attributable to a decline in revenue from
soap products.

HealthScience revenues decreased by 11% from Rs. 707 million for the year
ended March 31, 2001 to Rs. 630 million for the year ended March 31, 2002.
Revenue from services decreased by 23% from Rs. 354 million for the year ended
March 31, 2001 to Rs. 274 million for the year ended March 31, 2002. This
decrease was primarily due to lower volume of services provided to customers
in the healthcare and life sciences market. Revenue from products increased
marginally by 1% from Rs. 352 million for the year ended
March 31, 2001 to Rs. 356 million for the year ended March 31, 2002.

Revenue from Others decreased marginally by 5%, from Rs. 758 million for
the year ended March 31, 2001 to Rs. 720 million for the year
ended March 31,
2002.

Cost of revenue.As a percentage of total revenue, cost of revenue
remained at 62% for the year ended March 31, 2002.

As a percentage of Global IT Services revenue, cost of Global IT Services
revenue increased by 1% from 52% in the year ended March 31, 2001 to 53% in
the year ended March 31, 2002. This increase is primarily due to a 5% decline
in IT professional utilization rates from 65% in fiscal 2001 to 60% in fiscal
2002 and a modest increase in compensation for overseas onsite employees. This
is partially offset by a 12% increase in our offshore billing rates and a 15%
increase in our onsite billing rates.

As a percentage of Global IT Products revenue, cost of Global IT Products
revenue was 93% in the year ended March 31, 2002. There was no revenue from sale
of products in the year ended March 31, 2001.





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As a percentage of India and Asia-Pac IT Products revenue, cost of India
and Asia-Pac IT Products revenue, increased by 4% from 81% for the year ended
March 31, 2001 to 85% for the year ended March 31, 2002. This was primarily
due to an increase in the sales of lower margin products.

As a percentage India and Asia-Pac IT Services revenue, cost of India and
Asia-Pac IT Services revenue declined by 3% from 64% for the year ended March
31, 2001 to 61% for the year ended March 31, 2002. This decrease was
primarily due to an increase in the sales of higher margin services.

As a percentage of Consumer Care and Lighting revenue, cost of Consumer
Care and Lighting revenue decreased marginally by 2% from 70% for the year
ended March 31, 2001 to 68% for the year ended March 31, 2002. Most of this
decrease resulted from an improvement in operating efficiencies, which was
partially offset by lower margins on soap products.

As a percentage of HealthScience revenue, cost of HealthScience products
revenue decreased marginally by 1% from 73% for the year ended March 31, 2001
to 72% for the year ended March 31, 2002.

As a percentage of HealthScience revenue, cost of HealthScience services
revenue increased by 5% from 50% for the year ended March 31, 2001 to 55% for
the year ended March 31, 2002. A portion of our costs in the services business
in HealthScience are fixed, the lower volume of services provided during the
year has resulted in the increase of cost of revenue as a percentage of
HealthScience revenue.

As a percentage of revenues, cost of revenues of Others increased by 10%
from 79% for the year ended March 31, 2001 to 89% for the year ended March 31,
2002.

Selling, general and administrative expenses.Selling, general and
administrative expenses decreased by 5% from Rs. 4,596 million for the year
ended March 31, 2001, to Rs. 4,359 million for the year ended March 31, 2002.
The total decrease in selling, general and administrative expenses of Rs. 237
million was attributable to decreases of Rs. 236 million in India and Asia-Pac
IT Services and Products, Rs. 20 million in Consumer Care and Lighting, and
Rs. 35 million in HealthScience. These decreases were partially offset by an
increase of Rs. 27 million in Global IT Services and Products and Rs. 27
million in Others.

Selling, general and administrative expenses for Global IT Services and
Products increased marginally by 1% from Rs. 2,482 million for the year ended
March 31, 2001 to Rs. 2,509 million for the year ended March 31, 2002.

Selling, general and administrative expenses for India and Asia-Pac IT
Services and Products declined by 20% from Rs. 1,182 million for the year
ended March 31, 2001 to Rs. 946 million for the year ended March 31, 2002.
This decrease was primarily due to cost control measures and lower travel
related expenditure.

Selling, general and administrative expenses for Consumer Care and
Lighting declined by 4% from Rs. 559 million for the year ended March 31, 2001
to Rs. 539 million for the year ended March 31, 2002. Most of this decrease
resulted from the reduction of sales promotion expenses.

Selling, general and administrative expenses for Others increased by 17%
from Rs. 163 million for the year ended March 31, 2001 to Rs. 190 million for
the year ended March 31, 2002.

Foreign exchange gains, net.Foreign exchange gains, net, increased to
Rs. 219 million for the year ended March 31, 2002 from Rs. 120 million for the
year ended March 31, 2001. This was primarily due to the depreciation of the
rupee against the dollar and an increase in our export revenues. During fiscal
2002, the rupee declined by over 4% against the dollar. Revenues from exports
of our products and services increased 20% to Rs. 21,912 million from Rs.
18,323 million in the year ended March 31, 2001.

Operating income.As a result of foregoing factors, operating income
increased 12% from Rs. 7,554 million for the year ended March 31, 2001 to Rs.
8,442 million for the year ended March 31, 2002. Operating income of Global IT
Services and Products increased by 26% to Rs 7,578 million, offsetting a 30%
and 10% decline in operating income of India and Asia-Pac IT Services and
Products and Consumer Care and Lighting to Rs. 578 million and Rs. 404
million, respectively.

Other income, net.Other income, net, increased to Rs. 839 million for
the year ended March 31, 2002 from Rs. 87 million for the year ended March 31,
2001. The cash surpluses generated by our operations and the proceeds from our
ADR offering have been invested in money market instruments. The increase in
other income is primarily due to interest income and realized gains on these
short-term investments.





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Income taxes.Income taxes declined by 12% from Rs. 1,150 million for the
year ended March 31, 2001 to Rs. 1,016 million for the year ended
March 31, 2002. Our effective tax rate decreased by 4% to 11%. The reduction in the effective
tax rate was primarily due to the following :



| |  |  | An increase in the proportion of total revenue from Global IT Services
and Products;                             
| | - |  | -----------------------------------------------------------------------------------------------------------------
|
| |  |  | An increase in the proportion of Global IT Services and Products
revenue from geographies having lower tax rates;
|
| |  |  | An increase in the proportion of the income from domestic investments being realized in a tax-free manner; and   
|
| |  |  | Favorable tax assessments.                                                                                       

Equity in earnings of affiliates.Equity in earnings of affiliates
increased to Rs. 147 million for the year ended March 31, 2002 from equity in
losses of affiliates of Rs. 53 million for the year ended March 31, 2001. Most
of this increase is attributable to the consolidation of Wipro Net since
December 2000. Equity in losses of Wipro Net for the year ended March 31, 2001
was Rs. 136 million. Equity in earnings of Wipro GE increased to Rs. 234
million for the year ended March 31, 2002 from Rs. 184 million in the year
ended March 31, 2001.

Income from continuing operations.As a result of the foregoing factors,
income from continuing operations increased 31% from Rs. 6,433 million for
the year ended March 31, 2001 to Rs. 8,411 million for the year ended March 31,
2002.

Discontinued operations.The results of operations of the Corporate ISP
division are reported in discontinued operations for the current and prior
periods in our consolidated financial statements.

Liquidity and Capital Resources

As of March 31, 2003 we had cash and cash equivalents of Rs. 14,096
million and unused line of credit of Rs. 2,140 million. To utilize the line of
credit we need to comply with certain financial covenants.  We have
historically financed our working capital and capital expenditure through our
operating cash flows, and, to a limited extent, through bank loans.

We believe that cash generated from operations along with the net proceeds
of Rs. 5,803 million ($124.96 million) from our initial U.S. public offering
(IPO) in October 2000 will be sufficient to satisfy our currently foreseeable
working capital and capital expenditure requirements. Currently we have
utilized Rs. 3,974 million ($84 million) from the proceeds of our IPO for
acquisitions. On May 8, 2003 we utilized Rs. 836 million ($17.7 million) of the
proceeds of our IPO towards the acquisition of Nervewire.

Cash provided by operating activities for the year ended March 31, 2003
was Rs. 7,663 million. Net profits of Rs. 8,099 million,
was offset by an
increase in receivables of Rs. 1,641 million and an increase in advances for
expenditures, primarily for employees, of Rs. 1,121 million. The increase in
receivables was primarily due to growth in revenues and current
macroeconomic conditions. The increase in advances for expenditures to
employees is primarily as a result of an increase in the number of our
employees.

Cash used in investing activities for the year ended March 31, 2003 was
Rs. 1,131 million. The cash was used primarily on capital
expenditures and
acquisitions. Cash provided by operating activities was used for capital expenditures of Rs. 2,529 million. We incurred Rs.
5,441 million ($ 114 million) on acquisitions. We liquidated Rs. 4,898 million of our investments
towards payments for these acquisitions.

Cash provided by financing activities for the year ended March 31, 2003
was Rs. 187 million. The cash provided by financing activities was primarily
from the issue of shares upon exercise of stock options by employees
and an
increase in bank borrowings. For the year ended March 31, 2003 we paid cash
dividends of Rs. 1 per share ($ 0.02) amounting to Rs. 232 million.

As of
March 31, 2003, we had contractual commitments of Rs. 321 million
($6.75 million) related to capital expenditures for construction or expansion of
software development facilities. Plans to construct or expand our software
development facilities are dictated by our business requirements. We currently
intend to finance our planned construction and expansion entirely from internal
accruals.

Our liquidity and capital requirements are affected by many factors, some
of which are based on the normal ongoing operations of our businesses and some
of which arise from uncertainties related to global economies and the markets
that we target for our services. In addition, we routinely review potential
acquisitions. In the future, we may require or choose to obtain additional
debt or equity financing. We cannot be certain that additional financing, if
needed, will be available on favorable terms.





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Research and Development

Our research and development efforts are primarily in the emerging
technology areas like home networking, content commerce, collaboration and
knowledge management. We seek to gain expertise in these areas and develop
solutions. Further, through our centers of excellence we seek to gain domain
expertise in specific industries and use our expertise in developing industry
specific solutions. For example, we are currently working in the areas like
residential gateway and wireless local area networks based on 802.11
standards. We have also developed solutions like iDesk, which facilitates
creation of an employee self-service portal, and Flow-brix our work flow
solution.

Research and development expenditure for the years ended March 31, 2002
and 2003 was Rs. 213 million and Rs. 260 million ($5 million).

Trend Information

Global IT Services and Products.As a result of the continued uncertainty
and weak global economic conditions, companies continue to seek to outsource
IT spending offshore to offshore IT service providers like us. We believe this
has contributed to continued growth in our revenues. However, we continue to
experience erosion in our gross profit with significant pricing pressures in
our core service offerings because of clients needs to reduce their costs and
the increased competitive environment among IT companies. In addition, some of
our newer service offerings, such as consulting and package implementation,
require a higher proportion of services to be performed at the clients
premises. Further, we are experiencing increases in wages for our IT
professionals. As a result, our gross profits in Global IT Services and
Products declined from 45% in the year ended March 31, 2002 to 42% in the year
ended March 31, 2003.

We expect these trends to continue for the foreseeable future. In
response to the continued pricing pressures and the increased competition from
other IT services companies, we are focusing on offering services with higher
price margins, managing our cost structure, aligning our resources to expected
demand and increasing the utilization of our IT professionals.

Our Global IT Services and Products business segment is also subject to
fluctuations primarily resulting from factors such as:



| |  |  | The effect of seasonal hiring which occurs in the quarter ended September 30;  
| | - |  | -------------------------------------------------------------------------------
|
| |  |  | 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 Asia-Pac IT Services and Products.In our products component
of our India and Asia-Pac IT
Services and Products segment we have experienced pricing
pressures because of clients needs to reduce costs and the increased competitive
environment among IT companies. As a result, gross profits for this
component of this segment
declined from 15% in the year ended March 31, 2002 to 12% in the year ended
March 31, 2003. We expect these pricing pressures to continue for the foreseeable
future. In response to the decline in gross profits in this component
of this segment, we are focusing on new business opportunities where we can leverage
our service delivery capabilities to realize higher selling prices
for this component of this segment and on improving our operational and cost
efficiencies.

Our India and Asia-Pac IT Services and Products business segment is also
subject to seasonal fluctuations. Our product revenue is driven by capital
expenditure budgets and the spending patterns of our clients, who often delay
or accelerate purchases in reaction to tax depreciation benefits on capital
equipment. As a result, our India and Asia-Pac IT Services and products
revenues for the quarters ended March 31 and September 30 are typically higher
than other quarters of the year. We believe the impact of this fluctuation on
our revenues will decrease as the proportion of services revenue increases.

IT-Enabled Services.We established our IT-Enabled Services business
segment when we acquired Spectramind in July 2002. This acquisition facilitated
our entry into the market for IT-enabled/BPO services. We have been
competing in this area for less than a year, and we have recently experienced
pricing negotiations with some clients over our services.

Consumer Care and Lighting.Our Consumer Care and Lighting business
segment is also subject to seasonal fluctuations. Demand for hydrogenated
cooking oil is greater during the Indian festival season and has increased
revenues from our Consumer Care business for the quarters ended September 30
and December 31. Our revenues in this segment are also subject to commodity
price fluctuations. However, in the sixteen quarters ended March 31, 2003,
revenues from hydrogenated oil products as a proportion of total revenues of
our Consumer Care business has continued to decline significantly. This decline
has been offset by continued increases in revenues from soaps and lighting
products.





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Our quarterly revenue, operating income and net income have varied
significantly in the past and we expect that they are likely to vary in the
future. You should not rely on our quarterly operating results as an
indication of future performance. Such quarterly fluctuations may have an
impact on the price of our equity shares and ADSs.

Recent accounting pronouncements.In August 2001, the FASB issued SFAS
No. 143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted
to its present value each period, and the capitalized cost is depreciated over
the useful life of the related asset. Upon settlement of the liability, an
entity either settles the obligation for its recorded amount or incurs a gain
or loss upon settlement. SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002. Adoption of SFAS No. 143, will not have a material impact
on our consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 provides for the rescission of several previously
issued accounting standards, new accounting guidance for the accounting for
certain lease modifications and various technical corrections that are not
substantive in nature to existing pronouncements. SFAS No. 145 was adopted
beginning January 1, 2003, except for the provisions relating to the amendment
of SFAS No. 13, which were adopted for transactions occurring subsequent to May
15, 2002. Adoption of SFAS No. 145 did not have a material impact on our
consolidated financial statements.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 requires companies
to recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. Adoption of SFAS No. 146 did not have a
material impact on our consolidated financial statements.

In November 2002, the FASB issued FASB Interpretation (FIN) No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN No. 45 requires a guarantor
to include disclosure of certain obligations, and if applicable, at the
inception of the guarantee, recognize a liability for the fair value of
certain other obligations undertaken in issuing a guarantee. The recognition
requirements are effective for guarantees issued or modified after December
31, 2002. Adoption of FIN No. 45 did not have a material impact on our
consolidated financial statements. We have adopted disclosure provisions of
FIN No. 45 for the year ended March 31, 2003.

In November 2002, the EITF issued Issue No. 00-21, Accounting for Revenue
Arrangements with Multiple Deliverables. This issue addresses determination of
whether an arrangement involving more than one deliverable contains more than
one unit of accounting and how arrangement consideration should be measured and
allocated to the separate units of accounting. EITF Issue No. 00-21 is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. Alternatively, we may elect to report the change in
accounting as a cumulative-effect adjustment. We believe that EITF Issue No.
00-21may impact our current revenue recognition policy relating to certain
contracts for sale of goods, where a portion of the contract price allocable to
the goods is not payable until installation or a similar service is completed.
Further, we are evaluating the impact of adoption of EITF Issue No. 00-21 on
other revenue recognition policies.

In December 2002, the FASB issued SFAS No. 148, Accounting for
Stock-Based Compensation-Transition and Disclosure, an amendment of FASB
Statement No. 123. SFAS No. 148 amends SFAS No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS No. 148 amends the disclosure
requirements of SFAS No. 123 to require prominent disclosures in both annual
and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on
reported results. The disclosure provisions of SFAS No. 148 are applicable for
fiscal periods beginning after December 15, 2002. We continue to use the
intrinsic value based method of APB Opinion No. 25 to account for its employee
stock based compensation plans. We have adopted the disclosure provisions of
SFAS No. 148 for the year ended March 31, 2003.

In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities- an interpretation of Accounting Research Bulletin No. 51.
FIN No. 46 is applicable to all variable interest entities created after
January 31, 2003. In respect of variable interest entities created before
February 1, 2003, FIN No. 46 will be applicable from fiscal periods beginning
after June 15, 2003. Adoption of FIN No. 46 will not have a material impact on
our consolidated financial statements.

In April 2003, the FASB issued SFAS No. 149, Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133. SFAS No. 149 is effective for





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contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. Adoption of SFAS No. 149 will
not have a material impact on our consolidated financial statements.





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Critical accounting policies

Critical accounting policies are defined as those that in our view are
most important to the portrayal of the Companys financial condition and
results and that are most demanding on our calls on judgment. We believe that
the accounting policies discussed below are the most critical accounting
policies. For a detailed discussion on the application of these and other
accounting policies, please refer to Note 2 to the Notes to Consolidated
Financial Statements.

Revenue Recognition

We derive our revenues primarily from two sources: (i) product revenue
and (ii) service revenue.

Product Revenue

Product revenue is recognized when there is persuasive evidence of a
contract, the product has been delivered, the sales price is fixed or
determinable, and collectibility is reasonably assured. The product is
considered delivered to the customer once it has been shipped, and title and
risk of loss has been transferred. If we are obligated to perform installation
services and a portion of the sales consideration is payable only on the
completion of installation services, then the entire revenue is deferred and
recognized on the completion of the installation services.

We generally consider a binding purchase order or a signed contract as
persuasive evidence of an arrangement. Persuasive evidence of an arrangement
may take different forms depending upon the customary practices of a specific
class of customers.

Service Revenue

Service revenue is recognized when there is persuasive evidence of a
contract, the sales price is fixed or determinable, and collectibility is
reasonably assured. Time-and-materials service contract revenue is recognized
as the services are rendered. Revenue from fixed-price, fixed-timeframe
contracts is recognized in accordance with percentage of completion method.
Guidance has been drawn from the Accounting Standards Executive Committees
conclusion in paragraph 95 of Statement of Position (SOP) 97-2, Software
Revenue Recognition, to account for revenue from fixed price arrangements for
software development and related services in conformity with SOP 81-1,
Accounting for Performance of Construction-Type and Certain Production-Type
Contracts. The input (cost expended) method has been used to measure progress
towards completion. Percentage of completion method accounting relies on
estimates of total expected contract revenue and costs. We follow this method
when reasonably dependable estimates of the revenues and costs applicable to
various elements of the contract can be made. Because the financial reporting
of these contracts depends on estimates, that are assessed continually during
the term of these contracts, recognized revenue and profit are subject to
revisions as the contract progresses to completion. When estimates indicate
that a loss will be incurred, the loss is provided for in the period in which
the loss becomes evident. Maintenance revenue is recognized ratably over the
term of the agreement. Revenue from customer training, support and other
services is recognized as the related services are performed.

Revenues from IT-Enabled Services are derived from both time-based and
unit-priced contracts. Revenue is recognized as services are performed under
the specific terms of the contracts with the customers.

Revenue Arrangements with Multiple Detiverables

In revenue arrangements with multiple deliverables we allocate the total
revenues to be earned under the arrangement among the various elements based
on their relative fair values. We recognize revenues on the delivered products
or services only if:



| |  |  | The above product or service revenue recognition criteria are met;
| | - |  | ------------------------------------------------------------------





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| |  |  | Undelivered products or services are not essential to the
functionality of the delivered products or services;          
| | - |  | ------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Payment for the delivered product or services is not contingent upon
delivery of the remaining products or services; and
|
| |  |  | There is evidence of the fair value for each of the deliverable or the
undelivered products or services.                

Assessments regarding impact of the undelivered element on functionality
of the delivered element, impact of forfeiture and similar contractual
provisions and determination of fair value of each element, would affect the
timing of revenue recognition and would impact our results of operations.

Accounting Estimates

While preparing financial statements we make estimates and assumptions
that affect the reported amount of assets, liabilities, disclosure of
contingent liabilities at the date of financial statements and the reported
amount of revenues and expenses for the reporting period. Specifically we make
estimates of the uncollectability of our accounts receivable by analyzing
historical payment patterns, customer concentrations, customer
credit-worthiness and current economic trends. If the financial condition of
the customers deteriorates, additional allowances may be required.

Our estimate of liability relating to pending litigation is based on
currently available facts and our assessment of the probability of an
unfavorable outcome. Considering the uncertainties about the ultimate outcome
and the amount of losses, we re-assess our estimates as additional information
becomes available. Such revisions in our estimates could materially impact our
results of operations and our financial position.

We provide for inventory obsolescence, excess inventory and inventories
with carrying values in excess of realizable values based on our assessment of
the future demands, market conditions and our specific inventory management
initiatives. If the market conditions and actual demands are less favorable
than our estimates, additional inventory write-downs may be required. In all
cases inventory is carried at the lower of historical costs or realizable
value.

Accounting for Income taxes

As part of the process of preparing our consolidated financial statements
we are required to estimate our income taxes in each of the jurisdictions in
which we operate. We are subject to tax assessments in each of these
jurisdictions. A tax assessment can involve complex issues, which can only be
resolved over extended time periods. Though we have considered all these
issues in estimating our income taxes, there could be an unfavorable
resolution of such issues that may affect our results of operations.

We also assess the temporary differences resulting from differential
treatment of certain items for tax and accounting purposes. These differences
result in deferred tax assets and liabilities, which are recognized in our
consolidated financial statements. We





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assess our deferred tax assets on an ongoing basis by assessing our valuation
allowance and adjusting the valuation allowance appropriately. In calculating
our valuation allowance we consider the future taxable incomes and the
feasibility of tax planning initiatives. If we estimate that the deferred tax
asset cannot be realized at the recorded value, a valuation allowance is
created with a charge to the statement of income in the period in which such
assessment is made. We have not created a deferred tax liability in respect of
the basis difference in the carrying value of investments in domestic
subsidiaries. The current tax laws in India provide means by which the reported
amount of investment can be recovered in a tax free manner.

We are subject to a 15% branch profit
tax in the United States to the extent net profit attributable to our
U.S. branch for the fiscal year is greater than the increase in the
net assets of the U.S. branch for the fiscal year, as computed in
accordance with the Internal Revenue Code. As of March 31, 2003,
the U.S. branchs net assets amounted to $22.3 million. We
have not triggered the branch profit tax, and, consistent with our
business plan, we intend to maintain
the current level of our net assets in the United States.
Accordingly, a provision for branch profit tax was not recorded as of March 31, 2003.

Business Combinations, Goodwill and Intangible Assets

The process of identifying reporting units, identifying intangible assets
separate from goodwill, allocating goodwill to reporting units and reviewing
goodwill for impairment is complex. We are required to make significant
assumptions and subjective estimates. If any of our assumptions or estimates
are revised it may impact our results of operations and financial position.




Item 6.   Directors, Senior Management and Employees

Directors and Senior Management

Our directors and executive officers, their respective ages and
positions for the year ended March 31, 2003 are as follows:

|                     |  |     |    |          |  |                                                                  
|-------------------- |  | --- | -- | -------- |  | -----------------------------------------------------------------
|Name                 |  | Age |    | Position
|                     |  |     |    |         
|Azim H. Premji       |  |     | 57 |          |  | Chairman of the Board and Managing Director                      
|                     |  |     |    |          |  |                                                                  
|Dr. Ashok Ganguly    |  |     | 67 |          |  | Director                                                         
|                     |  |     |    |          |  |                                                                  
|B. C. Prabhakar      |  |     | 60 |          |  | Director                                                         
|                     |  |     |    |          |  |                                                                  
|Dr. Jagdish N. Sheth |  |     | 64 |          |  | Director                                                         
|                     |  |     |    |          |  |                                                                  
|Vivek Paul           |  |     | 44 |          |  | Vice Chairman of the Board and Executive Officer                 
|                     |  |     |    |          |  |                                                                  
|Narayanan Vaghul     |  |     | 66 |          |  | Director                                                         
|                     |  |     |    |          |  |                                                                  
|Eisuke Sakakibara    |  |     | 62 |          |  | Director                                                         
|                     |  |     |    |          |  |                                                                  
|P. M. Sinha          |  |     | 63 |          |  | Director                                                         
|                     |  |     |    |          |  |                                                                  
|P. S. Pai (1)        |  |     | 60 |          |  | Vice Chairman of the Board and Executive Officer                 
|                     |  |     |    |          |  |                                                                  
|D. A. Prasanna (2)   |  |     | 54 |          |  | Vice Chairman of the Board and Executive Officer                 
|                     |  |     |    |          |  |                                                                  
|Suresh C. Senapaty   |  |     | 45 |          |  | Executive Vice President, Finance                                
|                     |  |     |    |          |  |                                                                  
|Pratik Kumar         |  |     | 37 |          |  | Vice President, Human Resources                                  
|                     |  |     |    |          |  |                                                                  
|Suresh Vaswani       |  |     | 43 |          |  | President, Wipro Infotech                                        
|                     |  |     |    |          |  |                                                                  
|Vineet Agrawal       |  |     | 41 |          |  | President, Wipro Consumer Care & Lighting                        
|                     |  |     |    |          |  |                                                                  
|Ranjan Acharya       |  |     | 45 |          |  | Vice President, Human Resources Development                      
|                     |  |     |    |          |  |                                                                  
|Tamal Dasgupta       |  |     | 52 |          |  | Vice President & Chief Information Officer                       
|                     |  |     |    |          |  |                                                                  
|Girish S. Paranjpe   |  |     | 45 |          |  | President-Finance & Insurance, Wipro Technologies                
|                     |  |     |    |          |  |                                                                  
|Sudip Banerjee       |  |     | 43 |          |  | President-Enterprise Solutions, Wipro Technologies               
|                     |  |     |    |          |  |                                                                  
|Dr. A. L. Rao        |  |     | 54 |          |  | President-Telecom & Internetworking Solutions, Wipro Technologies



|(1) |  | Retired effective July 31, 2002.  
|--- |  | ----------------------------------
|   
|(2) |  | Resigned effective March 31, 2003.





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##### Table of Contents



Azim H. Premji has been our Chairman of the Board and Managing Director
since September 1968. Mr. Premji holds a Bachelor of Science in Electrical
Engineering from Stanford University.

Dr. Ashok
Ganguly has served as our director since January 1999. From
August 1996 to April 2003, he served as Chairman of ICI India Limited. From
May 1980 to April 1990, he served as Chairman of Hindustan Lever Limited. From
May 1990 to May 1997 he served as a Director of Unilever NV and Plc. Currently
in addition to serving as Chairman of ICICI OneSource Limited, he is also on the board of
British Airways Plc, Technology Network (India) Pvt. Ltd., ICICI Knowledge
Park Ltd., Hemogenomics (India) Pvt. Ltd., Mahindra & Mahindra Ltd., New Skies
Satellite NV as well as on the Central Board of Directors of Reserve Bank of
India and Tata AIG Life Insurance Co. Ltd. Dr. Ganguly holds a B.Sc., in
Chemistry from Bombay University and an MS and Ph.D from the University of
Illinois.

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

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

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

Narayanan Vaghul has served as our director since June 1997. He has been
Chairman of the Board of ICICI Limited since September 1985 and ICICI Bank
Limited since 2002. Mr. Vaghul is also on the board of Mahindra and Mahindra
Ltd., Mahindra Industrial Park Limited, ICICI Knowledge Park, Nicholas Piramal
India, Ltd., Technology Network (India) Pvt. Ltd, Himatsingka Seide Limited,
Asset Reconstruction Company (India) Limited and Air India Limited. Mr. Vaghul
is also the Chairman of the Compensation Committee of Mahindra and Mahindra
Limited and Nicholas Piramal India Ltd. Mr. Vaghul is a graduate in Commerce
from Madras University and a certified associate of the Institute of Bankers.

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

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

Pratik Kumar has served as our Corporate Vice President, Human Resources,
since April 2002, and he has served with us in various other positions of
responsibilities since November 1991. Mr. Kumar holds a B.A. (Hons) from Delhi
University and a MBA from Xavier Labour Relations Institute (XLRI),
Jamshedpur, India.

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





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

Vineet Agrawal has served as President of Wipro Consumer Care & Lighting
since July 2002 and has served with us in other positions since December 1985.
Mr. Agrawal holds a B.Tech from IIT, New Delhi and an M.B.A from Bajaj
Institute of Management Studies, Mumbai.

Girish
S. Paranjpe has served as President  Finance & Insurance
division of Wipro
Technologies since October 2000 and has served with us in other positions
since July 1990. Mr. Paranjpe holds a B.Commerce from Bombay University and is
a Fellow Member of the Institute of Chartered Accountants of India and
Institute of Cost and Works Accountants of India.

Dr. A. L. Rao has served as President-Telecom & Internetworking Solutions
division of Wipro Technologies since October 2000 and has served with us in
other positions since August 1980. Dr. Rao holds a B.Sc., M.Sc. and a Ph.D in
Nuclear Physics from Andhra University.

Tamal Dasgupta has served as Chief Information Officer since March 2000.
Mr. Dasgupta holds a B.Commerce from Calcutta University and is a Fellow
Member of the Institute of Chartered Accountants of India and is a certified
public accountant.

Ranjan Acharya has served as Vice President  Human Resources Development
since April 2002 and has served with us in other positions since July 1994. Mr.
Acharya holds a B.Sc., from Pune University and an M.B.A. from Symbosis
Institute of Business Management, Pune, India.

Sudip
Banerjee has served as President-Enterprise Solutions division of Wipro
Technologies since February 2002 and has served with us in other positions
since November 1983. Mr. Sudip holds a Bachelor of Arts in Economics from
Delhi University and Diploma in Management from All India Institute of
Management Association.

Compensation

Director Compensation

Each of our non-employee directors receive an attendance fee of $42 (Rs.
2,000) for every Board and Committee meeting they attend. In the fiscal year
ended March 31, 2003, we paid an aggregate of $136,616 (Rs. 6,439,455) to our
non-employee directors. Our directors are reimbursed for travel and
out-of-pocket expenses in connection with their attendance at Board and
Committee meetings. Additionally, we also compensate non-employee directors by
way of commission as follows:



| | 1. |  | Dr. Ashok Ganguly receives approximately $16,831 (Rs. 800,000) per
year.                                                                                                                             
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Narayanan Vaghul receives approximately $16,831 (Rs. 800,000) per
year.                                                                                                                              
|
| | 3. |  | Prof. Eisuke Sakakibara receives approximately $40,000 (Rs.
1,901,200) per year.                                                                                                                     
|
| | 4. |  | Dr. Jagdish N. Sheth receives approximately $25,000 (Rs.
1,188,250) per year. Additionally, we paid $8,500 (Rs.404,005)
towards professional fees for the services offered by Dr. Sheth in
July 2002.
|
| | 5. |  | P. M. Sinha receives approximately $21,039 (Rs. 1,000,000) per year.                                                                                                                                 
|
| | 6. |  | B. C. Prabhakar receives approximately $8,415 (Rs. 400,000) per year.                                                                                                                                

Executive Compensation

The following two tables present the annual and long term compensation
earned, awarded or paid for services rendered to us for the fiscal year ended
March 31, 2003 by our Executive Directors and members of our administrative,
supervisory or management bodies.





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|                   |  |                     |         |            |  |             |         |        |    |   |  |   |        |  |  |   |        |  |    |  
|------------------ |  | ------------------- | ------- | ---------- |  | ----------- | ------- | ------ | -- | - |  | - | ------ |  |  | - | ------ |  | -- | -
|                   |  | Annual Compensation
|                   |  |                    
|                   |  |                     |         |            |  | Commission/ |         |        |    |   |  |   |        |  |  |  
|Name               |  | Salary              |         | Incentives |  | Housing (2) |         | Others
|                   |  |                     |         |            |  |             |         |       
|Azim H. Premji     |  | $                   | 44,183  |            |  | $           | 197,593 |        | (1 | ) |  | $ | 25,247 |  |  | $ | 44,663 |  | (3 | )
|Vivek Paul         |  |                     | 409,999 |            |  |             | 592,777 |        | (1 | ) |  |   |       |  |  |   | 11,245 |  |    |  
|P. S. Pai (4)      |  |                     | 26,509  |            |  |             | 65,853  |        |    |   |  |   | 9,593  |  |  |   | 906    |  |    |  
|D. A. Prasanna (5) |  |                     | 125,500 |            |  |             | 73,364  |        |    |   |  |   | 19,233 |  |  |   | 3,868  |  |    |  
|Pratik Kumar       |  |                     | 41,361  |            |  |             | 20,933  |        |    |   |  |   |       |  |  |   | 1,731  |  |    |  
|Suresh C. Senapaty |  |                     | 52,867  |            |  |             | 40,080  |        |    |   |  |   | 18,935 |  |  |   | 3,537  |  |    |  
|Vineet Agrawal     |  |                     | 62,503  |            |  |             | 21,805  |        |    |   |  |   | 7,571  |  |  |   | 1,533  |  |    |  
|Sudip Banerjee     |  |                     | 38,216  |            |  |             | 33,965  |        |    |   |  |   | 4,923  |  |  |   | 1,116  |  |    |  
|Girish S. Paranjpe |  |                     | 41,942  |            |  |             | 23,122  |        |    |   |  |   | 6,387  |  |  |   | 1,228  |  |    |  
|Tamal Dasgupta     |  |                     | 27,420  |            |  |             | 20,300  |        |    |   |  |   | 5,049  |  |  |   | 2,295  |  |    |  
|Dr. A. L. Rao      |  |                     | 63,687  |            |  |             | 17,728  |        |    |   |  |   | 6,311  |  |  |   | 770    |  |    |  
|Ranjan Acharya     |  |                     | 40,108  |            |  |             | 23,815  |        |    |   |  |   |       |  |  |   | 1,705  |  |    |  
|Suresh Vaswani     |  |                     | 65,553  |            |  |             | 37,467  |        |    |   |  |   | 3,608  |  |  |   | 6,529  |  |    |  



|1. |  | Azim H. Premji and Vivek Paul were paid commissions at the rate of 0.1%
and 0.3% respectively, on our net profits computed in accordance with the
provisions of the Companies Act, 1956. All other executives were paid
incentives under a Quarterly Performance Linked Scheme based on their
achievement of pre-defined profit targets.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | The value of this perquisite accounts for more than 25% of the total value
of all perquisites and personal benefits
received in fiscal 2003.                                                                                                                                                                                            
|  
|3. |  | The figure includes a subsidy of $28,038, to Azim H. Premji, for interest
payments on his independent housing finance.                                                                                                                                                                                                                  
|  
|4. |  | Retired effective July 31, 2002.                                                                                                                                                                                                                                                                                                        
|  
|5. |  | Resigned effective March 31, 2003.                                                                                                                                                                                                                                                                                                      

|                   |  |                        |        |         |  |              |   |         |  |       |   |            |  |  |   |  |  |  |   |  |  |  |   | 
|------------------ |  | ---------------------- | ------ | ------- |  | ------------ | - | ------- |  | ----- | - | ---------- |  |  | - |  |  |  | - |  |  |  | - | 
|                   |  | Long term compensation
|                   |  |                       
|                   |  |                        |        |         |  | No. of       |   |         |  |       |   |            |  |  |   |  |  |  |   |  |  | 
|                   |  |                        |        |         |  | Equity Share |   |         |  |       |   | No. of ADS |  |  |   |  |  |  |   | 
|                   |  | Deferred               |        | Options |  | Grant        |   | Options |  | Grant |   | Expiration
|Name               |  | benefits (1) (2)       |        | Granted |  | Price        |   | Granted |  | Price |   | Date      
|                   |  |                        |        |         |  |              |   |         |  |       |   |           
|Azim H. Premji     |  | $                      | 58,652 |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Vivek Paul         |  |                        | 63,000 |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|P. S. Pai (3)      |  |                        | 4,313  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|D. A. Prasanna (4) |  |                        | 11,445 |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |   | 
|Pratik Kumar       |  |                        | 3,430  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |   | 
|Suresh C. Senapaty |  |                        | 8,804  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Vineet Agrawal     |  |                        | 6,049  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Suresh Vaswani     |  |                        | 5,112  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Ranjan Acharya     |  |                        | 3,756  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Sudip Banerjee     |  |                        | 4,062  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Tamal Dasgupta     |  |                        | 2,678  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Girish S. Paranjpe |  |                        | 4,061  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 
|Dr. A. L. Rao      |  |                        | 7,068  |         |  |              |  |         |  |       |  |            |  |  |  |  |  |  |  |  |  |  |  | 





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##### Table of Contents





| | 1. |  | Deferred benefits payable to Vivek Paul include
contributions made by us to our deferred compensation plan and in
the case of other employees, our contribution to the Provident Fund and
Pension Fund. Under our pension plan, any
pension that is payable to an employee is not computed on the basis of
final compensation, but on the accumulated
pension fund to the credit of the employee as of the date of
separation, death, disability or retirement. We annually
contribute 15% of Mr. Premjis base salary and commission earned for
that year to our pension fund for the benefit of
Mr. Premji. For all other employees, we contribute 15% of their
respective base salaries to our pension fund for their
benefit. These contributions are included in this column.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | In addition to the deferred benefits indicated above, we
are also required by Indian law to pay a one time only lumpsum
of $7,363 (Rs. 350,000) as a gratuity payment for each of our
employees, other than Vivek Paul, at the time of
separation, death, disability or retirement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | 3. |  | Retired effective July 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 4. |  | Resigned effective March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

Board Composition

Our Articles of Association provide that the minimum number of directors shall
be four and the maximum number of directors shall be twelve. As of March 31,
2003, we had eight directors on our Board. Our Articles of Association provide
that at least two-thirds of our directors shall be subject to retirement by
rotation. One third of these directors must retire from office at each annual
general meeting of the shareholders. A retiring director is eligible for
re-election. Up to one-third of our directors can be appointed as permanent
directors. Currently, Azim H. Premji and Vivek Paul are non-retiring
directors.

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

|                        |  |                                      |  |                       
|----------------------- |  | ------------------------------------ |  | ----------------------
|Name                    |  | Expiration of current term of office |  | Term of office        
|                        |  |                                      |  |                       
|Azim H. Premji          |  | December 30,2004                     |  | 2 years               
|Vivek Paul              |  | July 29, 2004                        |  | 5 years               
|Dr. Jagdish Sheth       |  | July 17, 2003                        |  | Retirement by rotation
|Dr. Ashok Ganguly       |  | Annual General Meeting 2005          |  | Retirement by rotation
|B. C. Prabhakar         |  | Annual General Meeting 2004          |  | Retirement by rotation
|N. Vaghul               |  | Annual General Meeting 2004          |  | Retirement by rotation
|Prof. Eisuke Sakakibara |  | Annual General Meeting 2005          |  | Retirement by rotation
|P. M. Sinha             |  | July 17, 2003                        |  | Retirement by rotation

Option Grants

There were no option grants to our Chairman and Managing Director in the
fiscal years ended March 31, 2002 and 2003. Details of options granted to
other senior management executives are reported elsewhere in this Item 6 in
the section titled Executive Compensation.

Option Exercises and Holdings

Our Chairman and Managing Director did not exercise or hold any options
during the fiscal year ended March 31, 2003. The details of stock options held
and exercised with respect to other senior management executives are reported
elsewhere in this Item 6 in the section titled Share Ownership.

Employment and Indemnification Contracts

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





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##### Table of Contents



We have entered into employment agreements with Azim H. Premji, Vivek
Paul, Pratik Kumar, Suresh C. Senapaty, Vineet Agrawal, Suresh Vaswani, Sudip
Banerjee, Girish S. Paranjpe, Ranjan Acharya, Tamal Dasgupta and Dr. A. L. Rao.
These employment agreements provide for up to a 180-day notice period, up to
21 days of leave in addition to statutory holidays, and an annual compensation
review. Additionally, employees are required to relocate as we may determine,
and to comply with confidentiality provisions.

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

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

Board Committee Information

Audit Committee

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

|                                       |  |   |  |                                
|-------------------------------------- |  | - |  | -------------------------------
|Mr. N. Vaghul                          |  | - |  | Chairman of the Audit Committee
|                                       |  |   |  |                                
|Messrs P. M. Sinha and B. C. Prabhakar |  | - |  | Members of the Audit Committee.

Compensation& Benefits Committee

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

|                                       |  |   |  |                                                  
|-------------------------------------- |  | - |  | -------------------------------------------------
|Mr. N. Vaghul                          |  | - |  | Chairman of the Compensation & Benefits Committee
|                                       |  |   |  |                                                  
|Messrs P. M. Sinha and B. C. Prabhakar |  | - |  | Members of the Compensation & Benefits Committee.

Nomination
& Corporate Governance Committee

The Nomination and Corporate Governance Committee of the Board of
Directors, which was formed in 2002, develops and recommends to the Board
corporate governance guidelines for our Company, implements the policies and
processes relating to corporate governance principles, to lay down policies
and procedures to assess the requirements for induction of new members on the
Board and recommendation for the same. The Nomination and Corporate Governance
Committee comprises of the following three non-executive directors:

|                                     |  |   |  |                                                            
|------------------------------------ |  | - |  | -----------------------------------------------------------
|Mr. Ashok Ganguly                    |  | - |  | Chairman of the Nomination & Corporate Governance Committee
|                                     |  |   |  |                                                            
|Messrs N. Vaghul and B. C. Prabhakar |  | - |  | Members of the Nomination & Corporate Governance Committee 

Employees

As of March 31, 2003, we had over 23,300 employees, including over 12,660
IT professionals. Highly trained and motivated people are critical to the
success of our business. To achieve this, we focus on attracting and retaining
the best people possible. A





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combination of strong brand name, congenial working environment and
competitive compensation programs enables us to attract and retain these
talented people.

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

Recruiting

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

Training

Each of our new recruits must attend a two week intensive training program
when they begin working with us. New or recent graduates must also attend
additional training programs that are tailored to their area of technology. We
also have a mandatory continuing education program that requires each IT
professional to attend at least 40 hours of continuing education classes to
improve their understanding and competency of new technologies, as well as to
develop leadership and personal self-development skills. We currently have 53
full-time faculty members to provide these training courses. We supplement our
continuing education program for existing employees by sponsoring special
programs at leading educational institutions such as IIM Bangalore to provide
special skillset training in areas such as project management to any of our IT
professionals who choose to enroll. We also reserve a small percentage of these
classes for our software programmer clients who meet the eligibility criteria.

Performance Evaluations

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

Compensation

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

Share Ownership

The following table sets forth as of March 31, 2003, for each director
and executive officer, the total number of equity shares, ADSs and options to
purchase equity shares and ADSs exercisable within 60 days from March 31,
2003. Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission. All information with respect to the
beneficial ownership of any principal shareholder has been furnished by such
shareholder and, unless otherwise indicated below, we believe that persons
named in the table have sole voting and sole investment power with respect to
all the shares shown as beneficially owned, subject to community property
laws, where applicable.

The shares beneficially owned by the directors include the equity shares
owned by their family members to which such directors disclaim beneficial
ownership. The number of shares beneficially owned includes equity shares,
equity shares underlying ADSs, the number of equity shares and equity shares
underlying ADSs exercisable within 60 days from March 31, 2003. The number of
shares presented in the table below includes equity shares underlying ADSs and
ADS options. For the convenience of the readers, the stock option grant price
has been translated into U.S. dollars based on the noon buying rate in the
City of New York on March 31, 2003, for cable transfers in Indian rupees as
certified for customs purposes by the Federal Reserve Bank of New York which
was Rs.47.53 per $ 1.00. The share numbers and percentages listed below are
based on 232,563,992 equity shares outstanding as of March 31, 2003.





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|                        |  |               |             |               |  |               |       |               |  |            |        |  |  |  |        |  |  |  |                | 
|----------------------- |  | ------------- | ----------- | ------------- |  | ------------- | ----- | ------------- |  | ---------- | ------ |  |  |  | ------ |  |  |  | -------------- | 
|                        |  |               |             |               |  | Percentage of |       | Equity Shares |  |            |        |  |  |  |        | 
|                        |  | Equity Shares |             | Equity Shares |  | Underlying    |       |               |  |            |        |  |  | 
|                        |  | Beneficially  |             | Beneficially  |  | Options       |       | Grant         |  | Date of   
|Name                    |  | Owned         |             | Owned         |  | Granted       |       | Price ($)     |  | Expiration
|                        |  |               |             |               |  |               |       |               |  |           
|Azim H. Premji (1)      |  |               | 195,295,610 |               |  |               | 83.97 |               |  |            |       |  |  |  |       |  |  |  |               | 
|Vivek Paul (2)          |  |               | 242,350     |               |  |               | *     |               |  |            | 13,750 |  |  |  | 21.86  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 22,500 |  |  |  | 51.65  |  |  |  | August 2006    | 
|                        |  |               |             |               |  |               |       |               |  |            | 45,000 |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 75,000 |  |  |  | 36.4   |  |  |  | February 2009  | 
|B. C. Prabhakar         |  |               | 500         |               |  |               | *     |               |  |            |       |  |  |  |       |  |  |  |               | 
|Dr. Jagdish Sheth       |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 
|Dr. Ashok Ganguly       |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 
|N. Vaghul               |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 
|Prof. Eisuke Sakakibara |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 
|P. M. Sinha             |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 
|Suresh C. Senapaty      |  |               | 21,100      |               |  |               | *     |               |  |            | 4,400  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 6,000  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 2,250  |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 10,000 |  |  |  | 33.36  |  |  |  | February 2009  | 
|Pratik Kumar            |  |               | 7,475       |               |  |               | *     |               |  |            | 1,650  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 3,750  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 1,375  |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 8,000  |  |  |  | 33.36  |  |  |  | February 2009  | 
|Vineet Agrawal (3)      |  |               | 14,320      |               |  |               | *     |               |  |            | 2,200  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 3,750  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 10,000 |  |  |  | 33.36  |  |  |  | February 2009  | 
|Suresh Vaswani (4)      |  |               | 13,525      |               |  |               | *     |               |  |            | 3,850  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 4,875  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 10,000 |  |  |  | 33.36  |  |  |  | February 2009  | 
|Sudip Banerjee          |  |               | 18,125      |               |  |               | *     |               |  |            | 2,475  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 4,875  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 1,500  |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 7,200  |  |  |  | 33.36  |  |  |  | February 2009  | 
|Girish S. Paranjpe      |  |               | 11,990      |               |  |               | *     |               |  |            | 2,200  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 4,875  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 1,875  |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 10,000 |  |  |  | 33.36  |  |  |  | February 2009  | 
|Dr. A. L. Rao           |  |               | 25,935      |               |  |               | *     |               |  |            | 2,750  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 5,625  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 2,250  |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 6,000  |  |  |  | 33.36  |  |  |  | February 2009  | 
|Tamal Dasgupta          |  |               | 2,400       |               |  |               | *     |               |  |            | 2,250  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 750    |  |  |  | 41.375 |  |  |  | October 2006   | 
|                        |  |               |             |               |  |               |       |               |  |            | 5,600  |  |  |  | 33.36  |  |  |  | February 2009  | 
|Ranjan Acharya          |  |               | 7,525       |               |  |               | *     |               |  |            | 2,475  |  |  |  | 22.84  |  |  |  | September 2005 | 
|                        |  |               |             |               |  |               |       |               |  |            | 3,000  |  |  |  | 38.98  |  |  |  | June 2006      | 
|                        |  |               |             |               |  |               |       |               |  |            | 6,000  |  |  |  | 33.36  |  |  |  | February 2009  | 
|P.S. Pai (5)            |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 
|D.A. Prasanna (6)       |  |               |            |               |  |               |      |               |  |            |       |  |  |  |       |  |  |  |               | 

---

| | * |  | Represents less than 1% of the shares.
| | - |  | --------------------------------------





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##### Table of Contents





| | (1) |  | Includes 54,376,500 shares held by Hasham Traders (a partnership),
of which Mr. Premji is a partner, 54,169,500
shares held by Prazim Traders (a partnership), of which Mr. Premji is
a partner, 54,040,800 shares held by Zash
Traders (a partnership), of which Mr. Premji is a partner, 6,840,500
shares held by Napean Trading Investment Co.
Pvt. Ltd., of which Mr. Premji is a director, 8,965,700 shares held
by Regal Investments Trading Co. Pvt. Ltd., of
which Mr. Premji is a director, 6,940,100 shares held by Vidya
Investment Trading Co. Pvt. Ltd., of which Mr. Premji
is a director, 214,400 shares held by members of Mr. Premjis
immediate family, 239,100 shares held jointly by
Mr. Premji and members of his immediate family and 168,500 shares
held by the Azim Premji Foundation (I) Pvt. Ltd.
Mr. Premji disclaims beneficial ownership of the 168,500 shares held
by the Azim Premji Foundation (I) Pvt. Ltd.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (2) |  | Includes shares held jointly by Mr. Paul and the WERT,
which may be transferred to the sole ownership of the
WERT if Mr. Pauls employment is terminated. However, if Mr Pauls
employment is terminated for reasons other
than legal, ethical or company policy violations, Mr Paul shall be
entitled to continued vesting for a specified number
of shares awarded to him under the Wipro Equity Reward Trust. Mr Paul
must exercise his right to receive these
shares within three months from the date of his termination.                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (3) |  | Includes shares held jointly by Mr. Vineet Agrawals and
the WERT, which may be transferred to the sole ownership
of the WERT if Mr. Vineet Agrawals employment is terminated prior to
October 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (4) |  | Includes shares held jointly by Mr. Suresh Vaswani and the
WERT, which may be transferred to the sole ownership
of the WERT if Mr. Suresh Vaswanis employment is terminated prior to
October 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| | (5) |  | Retired effective July 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (6) |  | Resigned effective March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

OPTION PLANS

2000 ADS Option Plan

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

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





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##### Table of Contents



2000Employee Stock Option Plan

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

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

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

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

1999Employee Stock Option Plan

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

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

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

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

Wipro Equity Reward Trust

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





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##### Table of Contents



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

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

The Trustees of the WERT have the authority to amend or terminate the
WERT at any time and for any reason. The WERT is subject to all applicable
laws, rules, regulations and approvals by any governmental agencies as may be
required. As of March 31, 2003, the WERT holds 1,347,985 of our outstanding
equity shares in its own name and holds 229,755 of our outstanding equity
shares jointly in the names of the WERT and participating employees, including
44,375 shares not yet jointly registered in the names of the WERT and
participating employees.




Item 7. Major Shareholders and Related Party Transactions

Major Shareholders

The following table sets forth certain information regarding the
beneficial ownership of our equity shares as of March 31, 2003, of each person
or group known by us to own beneficially 5% or more of the outstanding equity
shares.

Beneficial ownership is determined in accordance with rules of the SEC
and includes voting and investment power with respect to such shares. Shares
subject to options that are currently exercisable or exercisable within 60
days of March 31, 2003 are deemed to be outstanding and to be beneficially
owned by the person holding such options for the purpose of computing the
percentage ownership of such person, but are not deemed to be outstanding and
to be beneficially owned for the purpose of computing the percentage ownership
of any other person. All information with respect to the beneficial ownership
of any principal shareholder has been furnished by such shareholder and,
unless otherwise indicated below, we believe that persons named in the table
have sole voting and sole investment power with respect to all the shares
shown as beneficially owned, subject to community property laws, where
applicable. The number of shares and percentage ownership are based on
232,563,992 equity shares outstanding as of March 31, 2003.

|                         |  |          |  |                        |             |            |  |  |       |  |  | 
|------------------------ |  | -------- |  | ---------------------- | ----------- | ---------- |  |  | ----- |  |  | 
|                         |  | Class of |  | Number of Shares       |             |            |  | 
|Name of Beneficial Owner |  | Security |  | Beneficially Held 2002 |             | % of Class
|                         |  |          |  |                        |             |           
|Azim H. Premji (l)       |  | Equity   |  |                        | 195,295,610 |            |  |  | 83.90 | 
|Hasham Traders           |  | Equity   |  |                        | 54,376,500  |            |  |  | 23.38 | 
|Prazim Traders           |  | Equity   |  |                        | 54,169,500  |            |  |  | 23.29 | 
|Zash Traders             |  | Equity   |  |                        | 54,040,800  |            |  |  | 23.24 | 



| | (1) |  | Includes 54,376,500 shares held by Hasham Traders (a
partnership), of which Mr. Premji is a partner, 54,169,500 shares
held by Prazim Traders (a partnership), of which Mr. Premji is a
partner, 54,040,800 shares held by Zash Traders (a partnership), of
which Mr. Premji is a partner, 6,840,500 shares held by Napean
Trading Investment Co. Pvt. Ltd., of which Mr. Premji is a
director, 8,965,700 shares held by Regal Investments Trading Co.
Pvt. Ltd., of which Mr. Premji is a director, 6,940,100 shares held
by Vidya Investment Trading Co. Pvt. Ltd., of which Mr. Premji is a
director, 214,400 shares held by members of Mr. Premjis immediate
family, 239,100 shares held jointly by Mr. Premji and members of
his immediate family and 168,500 shares held by the Azim Premji
Foundation (I) Pvt. Ltd. Mr. Premji disclaims beneficial ownership
of the 168,500 shares held by the Azim Premji Foundation (I) Pvt.
Ltd.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents



Our American Depositary Shares are listed on the New York Stock Exchange.
Each ADS represents one equity share of par value Rs. 2 per share. Our ADSs are
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934
and, as of March 31, 2003, are held by approximately 2,480 holders of record in
the United States.

Our equity shares can be held by Foreign Institutional Investors, or
FIIs, Overseas Corporate Bodies, or OCBs, and Nonresident Indians, or NRIs,
who are registered with the Securities and Exchange Board of India, or SEBI,
and the Reserve Bank of India, or RBI. Currently 4.86% of the Companys equity
shares are held by these FIIs, OCBs and NRIs of which some of them may be
residents or bodies corporate registered in the United States of America and
elsewhere. We are not aware of which FIIs, OCBs and NRIs hold our equity shares
as residents or as corporate entities registered in the United States.

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

Related Party Transactions

We
engaged in no material related party transactions in the fiscal year
ended March 31, 2003.

Employment and Indemnification Agreements

We have entered into employment agreements with Azim H. Premji, Vivek
Paul, Pratik Kumar, Suresh Senapaty, Suresh Vaswani, Vineet Agrawal, Sudip
Banerjee, Girish S. Paranjpe, Tamal Dasgupta, Ranjan Acharya and Dr. A.L. Rao. These employment
agreements provide for up to a 180-day notice period, up to 21 days of leave
in addition to statutory holidays, and an annual compensation review.
Additionally, employees are required to relocate as we may determine, and to
comply with confidentiality provisions.

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

The tenure of Mr. Azim H. Premji as Chairman and Managing Director of
Wipro Limited ended on December 30, 2002. Subject to the approval of the
shareholders, the Board of Directors, with Mr. Premji abstaining, re-appointed
Mr. Premji as Chairman and Managing Director of Wipro Limited until December
30, 2004. The remuneration payable to Mr. Premji during the period from
December 31, 2002 to December 30, 2004 would be the same as that paid to Mr.
Premji in the preceding period. Mr. Premji is entitled to a salary of Rs.
175,000 ($3,681) per month. Mr. Premji shall also be entitled to certain
perquisites including: housing; medical expense reimbursement; paid vacation;
health club fees; personal accident insurance; provident fund/pension;
gratuity; personal automobile and chauffeur; and residential telephone.




Item 8. Financial Information

Consolidated Statements and Other Financial Information

The following financial statements and the Auditors Report appearing
under Item 18 in this Annual Report for the fiscal year ended March 31, 2003
are incorporated herein by reference:



| |  |  | Independent Auditors Report.                                                       
| | - |  | ------------------------------------------------------------------------------------
|
| |  |  | Consolidated Balance Sheets as of March 31, 2002 and 2003.                          
|
| |  |  | Consolidated Statements of Income for the years ended March 31, 2001, 2002 and 2003.





---



##### Table of Contents





| |  |  | Consolidated Statements of Stockholders Equity and comprehensive
income for the years ended March 31, 2001, 2002 and 2003.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Consolidated Statements of Cash Flows for the years ended March 31, 2001, 2002 and 2003.                                   
|
| |  |  | Notes to the Consolidated Financial Statements.                                                                            

Export Revenue

For the fiscal year ended March 31, 2003, we generated Rs. 30,489 million,
or 71% of our total revenues, from the export of our products and services out
of India.

Dividends

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

For the years ended March 31, 2001, 2002 and 2003 we paid cash dividends
of Rs. 0.30, Rs. 0.50 and Rs. 1 ($0.02) per equity share, respectively.
Although we have no current intention to discontinue dividend payments, we
cannot assure you that any future dividends will be declared or paid or that
the amount thereof will not be decreased. Holders of ADSs will be entitled to
receive dividends payable on equity shares represented by such ADSs. Cash
dividends on equity shares represented by ADSs are paid to the Depositary in
rupees and are generally converted by the Depositary into U.S. dollars and
distributed, net of depositary fees, taxes, if any, and expenses, to the
holders of such ADSs.

Significant Changes

None.




Item 9. The Offer and Listing

Price History

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

As of March 31, 2003, we had 232,563,992 issued and outstanding equity
shares. As of March 31, 2003, there were approximately 2,480 record holders of
ADRs evidencing 2,686,334 ADSs (equivalent to 2,686,334 equity shares). As of
March 31, 2003, there were approximately 56,838 record holders of our equity
shares listed and traded on the Indian Stock Exchanges.





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##### Table of Contents



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

|                |  |                        |       |                        |  |               |       |         |  |            |        |           |  |          |       |         |  |          |        |         |  |  |       |  |  |  |        |  |  |  |       |  |  |  |       |  |  |  |       | 
|--------------- |  | ---------------------- | ----- | ---------------------- |  | ------------- | ----- | ------- |  | ---------- | ------ | --------- |  | -------- | ----- | ------- |  | -------- | ------ | ------- |  |  | ----- |  |  |  | ------ |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                |  | BSE                    |       | NSE                    |  | NYSE         
|                |  |                        |       |                        |  |              
|                |  | Price Per Equity Share |       | Price Per Equity Share |  | Price Per ADS
|Fiscal year     |  |                        |       |                        |  |              
|ended March 31, |  | High (Rs.)             |       | Low (Rs.)              |  | High ($)      |       | Low ($) |  | High (Rs.) |        | Low (Rs.) |  | High ($) |       | Low ($) |  | High ($) |        | Low ($)
|                |  |                        |       |                        |  |               |       |         |  |            |        |           |  |          |       |         |  |          |        |        
|2003            |  |                        | 1,875 |                        |  |               | 1,063 |         |  |            | 39.45  |           |  |          | 22.36 |         |  |          | 1,875  |         |  |  | 1,063 |  |  |  | 39.45  |  |  |  | 22.36 |  |  |  | 40.28 |  |  |  | 22.22 | 
|2002            |  |                        | 1,965 |                        |  |               | 765   |         |  |            | 41.34  |           |  |          | 16.10 |         |  |          | 1,974  |         |  |  | 759   |  |  |  | 41.53  |  |  |  | 15.97 |  |  |  | 44.00 |  |  |  | 16.99 | 
|2001            |  |                        | 5,920 |                        |  |               | 1,295 |         |  |            | 124.55 |           |  |          | 27.25 |         |  |          | 5,924  |         |  |  | 1,327 |  |  |  | 124.64 |  |  |  | 27.92 |  |  |  | 68.43 |  |  |  | 31.05 | 
|2000            |  |                        | 9,800 |                        |  |               | 930   |         |  |            | 206.19 |           |  |          | 19.57 |         |  |          | 10,350 |         |  |  | 937   |  |  |  | 217.76 |  |  |  | 19.71 |  |  |  |      |  |  |  |      | 
|1999            |  |                        | 871   |                        |  |               | 152   |         |  |            | 18.33  |           |  |          | 3.20  |         |  |          | 880    |         |  |  | 150   |  |  |  | 18.51  |  |  |  | 3.16  |  |  |  |      |  |  |  |      | 

|                   |  |                        |       |                        |  |               |       |         |  |            |       |           |  |          |       |         |  |          |       |         |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|------------------ |  | ---------------------- | ----- | ---------------------- |  | ------------- | ----- | ------- |  | ---------- | ----- | --------- |  | -------- | ----- | ------- |  | -------- | ----- | ------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                   |  | BSE                    |       | NSE                    |  | NYSE         
|                   |  |                        |       |                        |  |              
|                   |  | Price Per Equity Share |       | Price Per Equity Share |  | Price Per ADS
|                   |  |                        |       |                        |  |              
|Quarter ended      |  | High (Rs.)             |       | Low (Rs.)              |  | High ($)      |       | Low ($) |  | High (Rs.) |       | Low (Rs.) |  | High ($) |       | Low ($) |  | High ($) |       | Low ($)
|                   |  |                        |       |                        |  |               |       |         |  |            |       |           |  |          |       |         |  |          |       |        
|June 30, 2002      |  |                        | 1,875 |                        |  |               | 1,452 |         |  |            | 39.45 |           |  |          | 30.55 |         |  |          | 1,875 |         |  |  | 1,453 |  |  |  | 39.45 |  |  |  | 30.57 |  |  |  | 40.28 |  |  |  | 29.10 | 
|September 30, 2002 |  |                        | 1,520 |                        |  |               | 1,063 |         |  |            | 31.98 |           |  |          | 22.36 |         |  |          | 1,520 |         |  |  | 1,063 |  |  |  | 31.98 |  |  |  | 22.36 |  |  |  | 29.94 |  |  |  | 22.22 | 
|December 31,2002   |  |                        | 1,762 |                        |  |               | 1,285 |         |  |            | 37.07 |           |  |          | 27.04 |         |  |          | 1,761 |         |  |  | 1,285 |  |  |  | 37.05 |  |  |  | 27.04 |  |  |  | 37.00 |  |  |  | 26.70 | 
|March 31,2003      |  |                        | 1,685 |                        |  |               | 1,209 |         |  |            | 35.45 |           |  |          | 25.44 |         |  |          | 1,688 |         |  |  | 1,210 |  |  |  | 35.51 |  |  |  | 25.46 |  |  |  | 35.99 |  |  |  | 27.40 | 

|                   |  |                        |       |                        |  |               |       |         |  |            |       |           |  |          |       |         |  |          |       |         |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|------------------ |  | ---------------------- | ----- | ---------------------- |  | ------------- | ----- | ------- |  | ---------- | ----- | --------- |  | -------- | ----- | ------- |  | -------- | ----- | ------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                   |  | BSE                    |       | NSE                    |  | NYSE         
|                   |  |                        |       |                        |  |              
|                   |  | Price Per Equity Share |       | Price Per Equity Share |  | Price Per ADS
|                   |  |                        |       |                        |  |              
|Quarter ended      |  | High (Rs.)             |       | Low (Rs.)              |  | High ($)      |       | Low ($) |  | High (Rs.) |       | Low (Rs.) |  | High ($) |       | Low ($) |  | High ($) |       | Low ($)
|                   |  |                        |       |                        |  |               |       |         |  |            |       |           |  |          |       |         |  |          |       |        
|June 30, 2001      |  |                        | 1,806 |                        |  |               | 765   |         |  |            | 38.00 |           |  |          | 16.10 |         |  |          | 1,868 |         |  |  | 759   |  |  |  | 39.30 |  |  |  | 15.97 |  |  |  | 39.00 |  |  |  | 18.11 | 
|September 30, 2001 |  |                        | 1,566 |                        |  |               | 815   |         |  |            | 32.95 |           |  |          | 17.15 |         |  |          | 1,565 |         |  |  | 802   |  |  |  | 32.93 |  |  |  | 16.87 |  |  |  | 34.80 |  |  |  | 16.99 | 
|December 31,2001   |  |                        | 1,965 |                        |  |               | 841   |         |  |            | 41.34 |           |  |          | 17.69 |         |  |          | 1,974 |         |  |  | 812   |  |  |  | 41.53 |  |  |  | 17.08 |  |  |  | 42.75 |  |  |  | 18.75 | 
|March 31,2002      |  |                        | 1,890 |                        |  |               | 1,460 |         |  |            | 39.76 |           |  |          | 30.72 |         |  |          | 1,894 |         |  |  | 1,461 |  |  |  | 39.85 |  |  |  | 30.74 |  |  |  | 44.00 |  |  |  | 31.00 | 

|                  |  |                        |       |                        |  |               |       |         |  |            |       |           |  |          |       |         |  |          |       |         |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       |  |  |  |       | 
|----------------- |  | ---------------------- | ----- | ---------------------- |  | ------------- | ----- | ------- |  | ---------- | ----- | --------- |  | -------- | ----- | ------- |  | -------- | ----- | ------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                  |  | BSE                    |       | NSE                    |  | NYSE         
|                  |  |                        |       |                        |  |              
|                  |  | Price Per Equity Share |       | Price Per Equity Share |  | Price Per ADS
|                  |  |                        |       |                        |  |              
|Six months ended  |  | High (Rs.)             |       | Low (Rs.)              |  | High ($)      |       | Low ($) |  | High (Rs.) |       | Low (Rs.) |  | High ($) |       | Low ($) |  | High ($) |       | Low ($)
|                  |  |                        |       |                        |  |               |       |         |  |            |       |           |  |          |       |         |  |          |       |        
|November 30, 2002 |  |                        | 1,701 |                        |  |               | 1,349 |         |  |            | 35.79 |           |  |          | 28.38 |         |  |          | 1,705 |         |  |  | 1,348 |  |  |  | 35.87 |  |  |  | 28.36 |  |  |  | 35.79 |  |  |  | 28.14 | 
|December 31,2002  |  |                        | 1,762 |                        |  |               | 1,516 |         |  |            | 37.07 |           |  |          | 31.90 |         |  |          | 1,761 |         |  |  | 1,518 |  |  |  | 37.05 |  |  |  | 31.94 |  |  |  | 37.00 |  |  |  | 31.80 | 
|January 31, 2003  |  |                        | 1,685 |                        |  |               | 1,356 |         |  |            | 35.45 |           |  |          | 28.53 |         |  |          | 1,688 |         |  |  | 1,356 |  |  |  | 35.51 |  |  |  | 28.53 |  |  |  | 35.99 |  |  |  | 28.10 | 
|February 28, 2003 |  |                        | 1,486 |                        |  |               | 1,305 |         |  |            | 31.26 |           |  |          | 27.46 |         |  |          | 1,480 |         |  |  | 1,348 |  |  |  | 31.14 |  |  |  | 28.36 |  |  |  | 30.70 |  |  |  | 28.70 | 
|March 31,2003     |  |                        | 1,495 |                        |  |               | 1,209 |         |  |            | 31.45 |           |  |          | 25.44 |         |  |          | 1,500 |         |  |  | 1,295 |  |  |  | 31.56 |  |  |  | 27.25 |  |  |  | 31.50 |  |  |  | 27.40 | 
|April 30, 2003    |  |                        | 1,309 |                        |  |               | 825   |         |  |            | 27.54 |           |  |          | 17.36 |         |  |          | 1,307 |         |  |  | 832   |  |  |  | 27.50 |  |  |  | 17.50 |  |  |  | 30.00 |  |  |  | 20.50 | 



| | (1) |  | Source: BSE data obtained from www.bseindia.com and NSE data obtained from www.nse-india.com. NYSE data
obtained from www.adrwise.com.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------





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##### Table of Contents



Plan of Distribution

Not applicable.

Markets

Trading Practices and Procedures on the Indian Stock Exchanges

The BSE and NSE together account for more than 80% of the total trading
volume on the Indian Stock Exchanges. Trading on both of these exchanges is
accomplished through on-line execution. Trading is done on a three-day fixed
settlement basis on most of the exchanges, including the BSE and NSE. Any
outstanding amount at the end of the settlement period is settled by delivery
and payment. However, institutional investors are not permitted to net out
their transactions and must trade on a delivery basis.

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

The BSE was closed from January 11 through January 13, 1993 due to a riot
in Mumbai. It was also closed on March 12, 1993 due to a bomb explosion within
its premises. From December 14 through December 23, 1993 the BSE was closed due
to a brokers strike, and from March 20 through March 22, 1995, the governing
board of the BSE closed the market due to a default of one of the broker
members. There have been no closures of the Indian Stock Exchanges in response
to panic trading or large fluctuations.

Until March 31, 2003, the stock exchanges in India operated on a trading
day plus three, or T+3, rolling settlement system. At the end of the T+3
period, obligations settled with buyers of securities paying for and receiving
securities, while sellers transfer and receive payment for securities. For
example, trades executed on a Monday would typically be settled on a Thursday.
As of April 1, 2003, the stock exchanges in India now operate on a trading day
plus two, or T+2 rolling settlement system. The Securities and Exchange Board
of India, or SEBI, has proposed to move to a T+l settlement system in the
future.

In order to contain the risk arising out of the transactions entered into
by the members in various securities either on their own account or on behalf
of their clients, the largest exchanges have designed risk management
procedures, which include compulsory prescribed margins on the individual
broker members, based on their outstanding exposure in the market, as well as
stock specific margins from the members. There are generally no restrictions
on price movements of any security on any given day. In order to restrict
abnormal price volatility, the SEBI has instructed the stock exchanges to
apply the following price bands, calculated at the previous days closing
price.

Market Wide Circuit Breakers: Market wide circuit breakers are applied to
the market for movement by 10%, 15% and 20% for two prescribed market indices;
the Sensex for the BSE and the Nifty for the NSE. If any of these circuit
breaker thresholds are reached, trading on all equity and equity derivates
markets nationwide is halted.

Price Bands: Price bands are circuit filters of 20% movements either up or
down, and are applied to most securities traded in the markets, excluding
securities included in the BSE Sensex and the NSE Nifty indices and derivatives
products.

Depositories

The National Securities Depository Limited and Central Depository
Services (India) Limited are the two depositories that provide electronic
depository facilities for trading in equity and debt securities in India. The
SEBI has also provided that the issue and allotment of shares in initial
public offerings shall only be in electronic form.





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##### Table of Contents






Item 10. Additional Information

Share Capital

Not applicable.

Memorandum and Articles of Association

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

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

Our Articles of Association provide that any director who has a personal
interest in a transaction must disclose such interest, must abstain from
voting on such transaction and may not be counted for purposes of determining
whether a quorum is present at the meeting. Such directors interest in any
such transaction shall be reported at the next meeting of shareholders. The
remuneration payable to our directors may be fixed by the Board of Directors
in accordance with provisions prescribed by the Government of India.

Objects and Purposes of Our Memorandum of Association



| | The following is a summary of our Objects as set forth in Section 3 of our Memorandum of Association:
| | -----------------------------------------------------------------------------------------------------
|
| |                                                                                                     
|
| |                                                                                                     
|
| |                                                                                                     
|
| |                                                                                                     
|
| |                                                                                                     
|
| |                                                                                                     
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| |                                                                                                     
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| |                                                                                                     
|
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| |  |  | To carry on all or any of the business of soap and candle makers,
tallow merchants, chemists, druggists, dry salters, oil-merchants, manufacturers of dyes, paints, chemicals and explosives and
manufacturers of and dealers in pharmaceutical,
chemical, medicinal and other preparations or compounds, perfumery and
proprietary articles and photographic materials
and derivatives and other similar articles of every description.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | To carry on any other trade or business whatsoever as can
in the opinion of us be advantageously or conveniently
carried on by us.                                                                                                                                                                                                                                                                                                      
|
| |  |  | To carry on the business of metal working and manufacturing.                                                                                                                                                                                                                                                                                                                                                                            
|
| |  |  | To acquire and take over the whole or any part of the
business, property and liabilities of any person or persons, firm
or
corporation carrying on any business which we are authorized to carry
on or possessed of any property or rights suitable
for our purposes.                                                                                                                                                                   
|
| |  |  | To manufacture or otherwise acquire and deal in containers and packing materials of any kind.                                                                                                                                                                                                                                                                                                                                           
|
| |  |  | To apply for, purchase or otherwise acquire any patents,
brevets dinvention, licenses, concessions and the like conferring
an exclusive or non-exclusive or limited right to use, any secret or
other information as to any invention.                                                                                                                                                                                                 
|
| |  |  | To purchase or otherwise acquire, manufacture, and deal in
all raw materials, stores, stock-in-trade, goods, chattels and
effects.                                                                                                                                                                                                                                                                                                      
|
| |  |  | To enter into any partnership or any arrangement for
sharing profits, union of interests, joint ventures, reciprocal
concession or otherwise.                                                                                                                                                                                                                                                                                           
|
| |  |  | To purchase or otherwise acquire all or any part of the
business, property and liabilities of any person, company, society,
or all or any of the purposes within the objects of our Company.                                                                                                                                                                                                                                            
|
| |  |  | To enter into any arrangement with any government or authorities.                                                                                                                                                                                                                                                                                                                                                                       
|
| |  |  | To provide for the welfare of person in the employment of
our Company, or formerly engaged in any business acquired
by our Company and the wives, widows, families or dependants of such
persons.                                                                                                                                                                                                                                       
|
| |  |  | To undertake, carry out, promote and sponsor rural
development including any program for promoting the social and
economic welfare or uplift of the public in any rural area.                                                                                                                                                                                                                                                           
|
| |  |  | To undertake, carry out, promote and sponsor or assist any activity for the promotion and growth of the national
economy and for discharging what the directors may consider to be the
social and moral responsibilities of our Company
to the public or any section of the public.                                                                                                                                                     
|
| |  |  | From time to time to subscribe or contribute to any charitable,
benevolent or useful object of a public nature.                                                                                                                                                                                                                                                                                                                         

Description of Equity Shares

Dividends

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





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

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

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



| |  |  | the rate of dividend to be declared may not exceed 10% of
its paid up capital or the average of the rate at which dividends
were declared by the company in the prior five years, whichever is
less;                                                                                                                                                                                      
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the total amount to be drawn from the accumulated profits
earned in the previous years and transferred to the reserves
may not exceed an amount equivalent to 10% of its paid up capital and
free reserves, and the amount so drawn is to be
used first to set off the losses incurred in the fiscal year before
any dividends in respect of preference or equity shares are
declared; and
|
| |  |  | the balance of reserves after withdrawals shall not fall below 15% of its paid up capital.                                                                                                                                                                                                                                                                                                

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

Bonus
Shares

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

Consolidation and Subdivision of Shares

The Indian Companies Act permits a company to split or combine the par
value of its shares, provided such split or combination is not made in
fractions. Shareholders of record on a fixed record date are entitled to
receive the split or combination.

Audit and Annual Report

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

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

Preemptive Rights and Issue ofAdditional Shares

The Companies Act gives shareholders the right to subscribe for new shares
in proportion to their respective existing shareholdings unless otherwise
determined by a special resolution passed by a General Meeting of the
shareholders. Under the Companies Act, in the event of an issuance of
securities, subject to the limitations set forth above, a company must first
offer the new shares to the shareholders on a fixed record date. The offer must
include: (i) the right, exercisable by the shareholders of record, to renounce
the shares offered in favor of any other person; and (ii) the number of shares
offered and the period of the offer, which may not be less than 15 days from
the date of offer. If the offer is not accepted it is deemed to have been
declined. The Board of Directors is





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authorized under the Companies Act to distribute any new shares not purchased
by the preemptive rights holders in the manner that it deems most beneficial
to the company.

Voting Rights

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

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

Liquidation Rights

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

Preference Shares

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

Redemption of Equity Shares

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

Liability on Calls

Not applicable.

Discriminatory Provisions in Articles

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

Alteration
of Shareholder Rights

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





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or articles of the company, or in the absence of any such provision in the
memorandum or articles, if such variation is not prohibited by the terms of
issue of the shares of that class.

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

Meetings
of Shareholders

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

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

Limitations on the Rights to Own Securities

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

Voting Rights of Deposited Equity Shares Represented by ADSs

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

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

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

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

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





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Register of Shareholders; Record Dates; Transfer of Shares

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

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

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

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

Company Acquisition of Equity Shares

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

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

Disclosure of Ownership Interest

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





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holders of ADSs of the company, investors who exchange ADSs for the underlying
Equity Shares of the Company will be subject to the restrictions of Section
187C. Additionally, holders of ADSs may be required to comply with such
notification and disclosure obligations pursuant to the provisions of the
Deposit Agreement to be entered into by such holders, the company and a
depositary.

Provisions on Changes in Capital

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

Takeover Code and Listing Agreements

Under the Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997, or Takeover Code, upon the
acquisition of more than 5% or 10% or 14% of the outstanding shares or voting
rights of a publicly-listed Indian company a purchaser is required to notify
the company and the company and the purchaser are required to notify all the
stock exchanges on which the shares of such company are listed. Further, the
Takeover Code requires that any person holding more than 15% and less than 75%
of the shares or voting rights in a company, upon the sale or purchase of 2% or
more of the shares or voting rights of the company, is required to notify the
company and all the stock exchanges where the shares are listed. An ADS holder
would be subject to these notification requirements.

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

An acquirer is required to disclose the aggregate of the pre and post
acquisition of shareholding and voting rights of the acquirer to the target
company when such acquisition aggregates to 5% and 10% of the voting rights.
The creeping acquisition limits provided under SEBI (Substantial Acquisition
of Shares and Takeovers) Regulations, 1997 have been changed to 5% with effect
from October 1, 2002 in any fiscal year.

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

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

Material Contracts

Not applicable.

Currency Exchange Controls

Foreign investment in Indian securities is governed by the Foreign
Exchange Management Act, 1999. The Foreign Direct Investment Scheme under the
Reserve Banks Automatic Route enables Indian Companies (other than those
specifically excluded in





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the scheme) to issue shares to persons resident outside India without prior
permission from the RBI, subject to certain conditions. General permission has
been granted for the transfer of shares and convertible debentures by a person
resident outside India as follows: (i) for transfers of shares or convertible
debentures held by a person resident outside India other than NRI or overseas
corporate bodies, or OCBs, to any person resident outside India, provided that
the transferee has obtained permission of the Central Government if that
person had any previous venture or tie up in India through investment in any
manner or a technical collaboration or trademark agreement in the same field
or allied field in which the Indian company whose shares are being transferred
is engaged, and (ii) NRI or OCB are permitted to transfer shares or
convertible debentures of Indian company to other NRI or OCB.

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

General

Shares of Indian companies represented by ADSs may be approved for
issuance to foreign investors by the Government of India under the Issue of
Foreign Currency Convertible Bonds and Equity Shares (through Depositary
Receipt Mechanism) Scheme, 1993, or the 1993 Regulation, as modified from time
to time, promulgated by the Government of India. The 1993 Regulation is
distinct from other policies or facilities, as described below, relating to
investments in Indian companies by foreign investors. The issuance of ADSs
pursuant to the 1993 Regulation also affords to holders of the ADSs the
benefits of Section 115AC of the Indian Income Tax Act, 1961 for purposes of
the application of Indian tax law.

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

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

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

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

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

Foreign Direct Investment

In July l991, the Government of India raised the limit on foreign equity
holdings in Indian companies from 40% to 51% in certain high priority
industries. The RBI gives automatic approval for such foreign equity holdings.
The Foreign Investment





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

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

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

Investment by Non-Resident Indians and Overseas Corporate Bodies

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

Investment by Foreign Institutional Investors

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





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Ownership Restrictions

SEBI and RBI regulations restrict investments in Indian companies by FIIs,
NRIs and OCBs or collectively, Foreign Direct Investors. Under current SEBI
regulations applicable to Wipro Limited, subject to the requisite approvals of
the shareholders in a General Meeting, Foreign Direct Investors in aggregate
may hold no more than 49% of a companys equity shares, excluding the equity
shares underlying the ADSs. However, under Vide Notification No.
FEMA.45/2001-RB dated September 20, 2001 under Foreign Exchange Management
(Transfer or Issue of Security by a person resident outside India Regulations,
2001, the limit of FII investment in a company has been linked to sectoral
caps/statutory ceiling as applicable to the concerned industry subject to
obtaining the approval of the shareholders by a special resolution. NRIs and
OCBs in aggregate may hold no more than 24% of a companys equity shares,
(subject to obtaining the approval of the shareholders by a special
resolution) excluding the equity shares underlying the ADSs. Furthermore, SEBI
regulations provide that no single FII may hold more than 10% of a companys
total equity shares and no single NRI or OCB may hold more than 5% of a
companys total equity shares. There is uncertainty under Indian law about the
tax regime applicable to FIIs which hold and trade ADSs. FIIs are urged to
consult with their Indian legal and tax advisers about the relationship
between the FII guidelines and the ADSs and any equity shares withdrawn upon
surrender of ADSs.

More detailed provisions relating to FII investment have been introduced
by the SEBI with the introduction of the SEBI Foreign Institutional Investors
Regulations, 1995. These provisions relate to the registration of FIIs, their
general obligations and responsibilities, and certain investment conditions
and restrictions. One such restriction is that the total investment in equity
and equity-related instruments should not be less than 70% of the aggregate of
all investments of an FII in India. The SEBI has also permitted private
placements of shares by listed companies with FIIs, subject to the prior
approval of the RBI under FERA. Such private placement must be made at the
average of the weekly highs and lows of the closing price over the preceding
six months or the preceding two weeks, whichever is higher. Under the
Securities and Exchange Board of India (Substantial Acquisition of shares and
Takeovers) Regulations, 1998 approved by the SEBI in January 1998 and
promulgated by the Government of India in February 1998, or the Takeover Code,
which replaced the 1994 Takeover Code (as defined herein), upon the
acquisition of more than 5% or 10% or 14% of the outstanding shares of a
public Indian company, a purchaser is required to notify the company and all
the stock exchanges on which the shares of the company are listed. Upon the
acquisition of 15% or more of such shares or a change in control of the
company, the purchaser is required to make an open offer to the other
shareholders offering to purchase at least 20% of all the outstanding shares
of the company at a minimum offer price as determined pursuant to the rules of
the Takeover Code. Upon conversion of ADSs into equity shares, an ADS holder
will be subject to the Takeover Code.

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

Government of India Approvals

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



| |  |  | any renunciation of rights in the underlying equity shares in favor of a person resident in India; and    
| | - |  | ----------------------------------------------------------------------------------------------------------
|
| |  |  | the sale of the underlying equity shares by a person resident outside India to a person resident in India.

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

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





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##### Table of Contents



Taxation

Indian Taxation

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

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

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



| |  |  | a period or periods amounting to 182 days or more; or                                                                                                                                                                   
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 60 days or more and, within the four preceding years has
been in India for a period or periods amounting to 365 days or
more; or                                                                                        
|
| |  |  | 182 days or more, in case of a citizen of India or a person
of Indian origin living abroad who visits India and within the
four preceding years has been in India for a period or periods
amounting to 365 days or more.

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

Taxation of Distributions.As per the Income Tax Act as amended by the
Finance Act, 2003, dividends paid by Indian Companies on or after April 1,
2003 to its shareholders (whether resident in India or not) are not subject to
tax. However, the Company paying the dividend is subject to a dividend
distribution tax of 12.81% including the applicable surcharge, on the total
amount it distributes, declares or pays as a dividend, in addition to the
normal corporate tax.

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

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

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



| |  |  | Gains from a sale of ADSs outside India, by a non-resident to another
non-resident are not taxable in India.                                                                                                                                                                                                                                                                                            
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Long term capital gains realized by a resident employee
from the transfer of the ADSs will be subject to tax at the rate
of 10%. Short-term capital gains on such a transfer will be taxed at
graduated rates with a maximum of 30%. An
additional surcharge of 10% will be charged in case the aggregate
taxable income of the resident employee exceed
Rs. 850,000 during the relevant financial year.
|
| |  |  | Long-term capital gains realized by an individual holder
upon the sale of equity shares obtained through the redemption
of ADSs are subject to tax at a rate of 10%. An additional surcharge
of 10% will be charged in case the aggregate taxable
income of the individual holder exceeds Rs. 850,000 during the
relevant financial year.                                                               





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##### Table of Contents





| |  |  | Long-term capital gains realized by non-resident corporate holders
upon the sale of equity shares obtained through the
redemption of ADSs are subject to tax at a rate of 10.25% including
the applicable surcharge.                                                                                                                                                                                                                                                                                                                                            
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Short-term capital gains realized upon the sale of equity
shares obtained from the redemption of ADSs will be taxed at
variable rates with a maximum of 41% (including the applicable
surcharge) in case of foreign companies, and 30% in the
case of resident employees and non-resident individuals with taxable
income exceeding Rs. 150,000. In the case of
resident employees or the non-resident individuals, an additional
surcharge of 10% will be charged in case their
aggregate taxable income exceed Rs. 850,000 during the relevant
financial year.

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

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

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

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

If Section 115AC and the Issue of Foreign Currency Convertible Bonds and
Ordinary Shares Scheme are not applicable to a non-resident holder, long term
capital gains realized on the sale of such equity shares will still be subject
to tax at a rate of 10%. In addition to this, there will be a surcharge of
2.5% in the case of corporate holders and 10% in the case of non-corporate
holders with a aggregate taxable income exceeding Rs. 850,000. The
non-resident holders will also be able to avail of the benefits of exchange
rate fluctuations for the computation of capital gains tax, which are not
available to a non-resident holder under Section 115AC and the Issue of
Foreign Currency Convertible Bonds and Ordinary Shares Scheme.

It is unclear as to whether capital gains derived from the sale of
subscription rights or other rights by a non-resident holder not entitled to
an exemption under a tax treaty will be subject to Indian capital gains tax.
If such subscription rights or other rights are deemed by the Indian tax
authorities to be situated within India, the gains realized on the sale of
such subscription rights or other rights will be subject to Indian taxation.
The capital gains realized on the sale of such subscription rights or other
rights, which will generally be in the nature of short term capital gains,
will be subject to tax at variable rates with a maximum rate of 41% including
the applicable surcharge in case of a foreign company and 30%, in case of
resident employees and non-resident individuals with taxable income over Rs.
150,000. An additional surcharge of 10% will be charged in case the aggregate
taxable income of resident employees and non-resident individuals exceed Rs.
850,000 during the relevant financial year.

As per Section 10(36) of the Income tax Act as introduced by the Finance
Act, 2003 exempts long-term capital gains arising from the transfer of a
share, being an eligible equity share in a company purchased on or after March
1, 2003 but before March 1, 2004 and held for a period of twelve months or
more. An eligible equity share means,





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| |  |  | Any equity share in a company being a constituent of
BSE-500 Index of the Stock Exchange, Mumbai as on March 1,
2003 and the transactions of purchase and sale of such equity shares
are entered into on a recognized stock exchange
in India.                    
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Any equity share in a company allotted through a public
issue on or after March 1, 2003 and listed in a recognized stock
exchange in India before March 1, 2004 and the transaction of sale of
such share is entered into on a recognized stock
exchange in India.

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

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

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

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

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

Service Tax.Brokerage or commission paid to stock brokers in connection
with the sale or purchase of shares is subject to a service tax of 8%. The
stock broker is responsible for collecting the service tax from the
shareholder and paying it to the relevant authority.

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

United States Federal Taxation

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

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





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Each prospective investor should consult his, her or its own tax advisor
with respect to the U.S. federal, state, local and foreign tax consequences of
acquiring, owning or disposing of equity shares or ADSs.

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

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

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

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

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

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

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



| |  |  | such gain is effectively connected with the conduct by such non-U.S.
holder of a trade or business in the U.S.; or                                                                                
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | in the case of any gain realized by an individual non-U.S.
holder, such holder is present in the United States for 183 days
or more in the taxable year of such sale and other conditions are met.

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

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





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



| |  |  | 75% or more of its gross income
for the taxable year is passive income;                                                                                                                                          
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |   |  | or                                                                                                                                                                                                               
|
| |  |  | on average for the taxable year by value, or, if it is not
a publicly traded corporation and so elects, by adjusted basis, if
50%
or more of its assets produce or are held for the production of
passive income.

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



| |  |  | pay an interest charge together with tax calculated at
maximum ordinary income rates on excess distributions, which
is defined to include gain on a sale or other disposition of equity
shares;                                                                                       
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | if a qualified electing fund election is made, include in
their taxable income their pro rata share of undistributed amounts
of our income; or                                                                                                                                          
|
| |  |  | if the equity shares are marketable and a mark-to-market
election is made, mark-to-market the equity shares each
taxable year and recognize ordinary gain and, to the extent of prior
ordinary gain, ordinary loss for the increase or
decrease in market value for such taxable year.

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

Documents on Display

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



| |  |  | Judiciary Plaza
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20529, and              
| | - |  | ------------------------------------------------------------------------------------------
|
| |  |  | Northwestern Atrium Center
500 West Madison Street
Suite 1400
Chicago, Illinois 60661-2511

Copies of these materials can also be obtained from the Public Reference
Section of the SEC, 450 5th Street, N.W., Washington, DC 20549, at prescribed
rates.

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

Additionally, documents referred to in this Form 20-F may be inspected at
our corporate offices which are located at Doddakannelli, Sarjapur Road,
Bangalore, Karnataka, 560 035, India.





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Item 11. Quantitative and Qualitative Disclosures about Market Risk

General

Market risk is the risk of loss of future earnings, to fair values or to
future cash flows that may result from a change in the price of a financial
instrument. The value of a financial instrument may change as a result of
changes in the interest rates, foreign currency exchange rates, commodity
prices, equity prices and other market changes that affect market risk
sensitive instruments. Market risk is attributable to all market risk
sensitive financial instruments including foreign currency receivables and
payables and long-term debt.

Our exposure to market risk is a function of our investment and borrowing
activities and our revenue generating activities in foreign currency. The
objective of market risk management is to avoid excessive exposure of our
earnings and equity to loss. Most of our exposure to market risk arises out of
our foreign currency account receivables and our investments in foreign
currency denominated securities.

Risk Management Procedures

We manage market risk through a corporate treasury department, which
evaluates and exercises independent control over the entire process of market
risk management. Our corporate treasury department recommends risk management
objectives and policies which are approved by senior management and our audit
committee. The activities of this department include management of cash
resources, implementing hedging strategies for foreign currency exposures,
borrowing strategies, and ensuring compliance with market risk limits and
policies on a daily basis.

Components of Market Risk

Our exposure to market risk arises principally from exchange rate risk.
Interest rate risk is the other component of our market risk.

Exchange rate risk.Our exchange rate risk primarily arises from our
foreign exchange revenues, receivables and payables, investments in foreign
currency denominated securities and foreign currency debt. A significant
portion of our revenues are in US dollars while a significant portion of our
costs are in Indian rupees. The exchange rate between the rupee and dollar has
fluctuated significantly in recent years and may continue to fluctuate in the
future. Appreciation of the rupee against the dollar can adversely affect our
results of operations. We evaluate our exchange rate exposure arising from
these transactions and enter into foreign currency forward contracts to
mitigate such exposure. We have approved risk management policies that require
us to hedge a significant portion of our exposure. Current Indian regulations
do not permit us to hedge the exposure on foreign currency denominated
securities. Our net exchange rate exposure as of March 31, 2002 and 2003, was
$15.5 million and $9.89 million respectively.

The forward contracts typically mature between one through eleven months.
The counter parties for our exchange contracts are banks and we consider the
risk of non-performance by the counter parties as non-material. These forward
contracts are effective hedges from an economic perspective, however they do
not qualify for hedge accounting under SFAS No. 133, as amended.

Interest rate risk.Our interest rate risk primarily arises from our
long-term debt. We adopt appropriate borrowing strategies to manage our
interest rate risk. Additionally, we enter into interest rate swap agreements
to hedge interest rate risk.

A maturity profile as of March 31, 2003 of our debt is set forth below :

|                                  |  |               |    | 
|--------------------------------- |  | ------------- | -- | 
|                                  |  | (in millions)
|Maturing in year ending March 31: |  |               |    | 
|2004                              |  | Rs.           | 30 | 
|2005                              |  |               |   | 
|2006                              |  |               | 2  | 
|2007                              |  |               | 5  | 
|Thereafter                        |  |               | 58 | 
|                                  |  |               |    | 
|Total                             |  | Rs.           | 95 | 
|                                  |  |               |    | 

Based on the maturity profile and composition of our debt portfolio, we estimate
that changes in interest rates will not have a material impact on our
operating results or cash flows.

Our temporary resources are generally invested in short-term investments,
which generally do not expose us to significant interest rate risk.

Fair value.The fair value of our market rate risk sensitive instruments
closely approximates their carrying value.




Item 12. Description of Securities Other Than Equity Securities

Not applicable.






|        | 
|------- | 
|PART II




Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.




Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Use of Proceeds

On October 19, 2000, We completed our initial public offering in the
United States, or US IPO, of 3,162,500 American Depositary Shares representing
3,162,500 equity shares, par value Rs. 2 per share (including the exercise of
the underwriters overallotment option consisting of 412,500 American
Depositary Shares representing 412,500 equity shares), at a public offering
price of $41.375 per American Depositary Share, pursuant to a registration
statement filed on Form F-1 (File No. 333-46278) with the Securities Exchange
Commission (the Registration Statement). All of the shares registered were
sold. The managing underwriters were Morgan Stanley Dean Witter, Credit Suisse
First Boston, and Banc of America Securities. Aggregate gross proceeds to Wipro
(prior to deduction of underwriting discounts and commissions and expenses of
the offering) were $130,848,438. There were no selling stockholders in the US
IPO.

We paid underwriting discounts and commissions of $5,888,180. The net
proceeds from the offering after underwriting discounts and commissions are
estimated to be $124,960,258.

Net proceeds from the offering have been invested in highly liquid money
market instruments. In July 2002 we acquired 62% equity interest in
Spectramind e-Services Private Limited for a consideration of Rs 3,691 million
($75.82 million) in cash. A portion of the consideration amounting to $60.49
million was paid out of net proceeds from the offering. In December 2002, we
acquired the global energy practice of American Management Systems for an
aggregate consideration of Rs. 1,180 million ($24.58 million). A portion of
the consideration, amounting to $21.46 million, was paid out of the net
proceeds form the offering. None of the net proceeds from the initial public
offering were paid, directly or indirectly, to any of our directors, officers
or general partners or any of their associates, or to any persons owning ten
percent or more of any class of our equity securities, or any affiliates.




Item 15. Controls and Procedures

Evaluation of disclosure controls and procedures.

Based on their evaluation as of a date within 90 days of the filing date
of this Annual Report on Form 20-F, the Companys principal executive officer
and principal financial officer have concluded that the Companys disclosure
controls and procedures (as defined in Rules 13a-14(c) and 15d - 14(c) under
the Securities Exchange Act of 1934 (the Exchange Act)) are effective to
ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms.





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##### Table of Contents



Change in internal controls.

There were no significant changes in the Companys internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation. There were no significant deficiencies or
material weaknesses, and therefore there were no corrective actions taken.




Item 16 A. Audit Committee Financial Expert

Not applicable




Item 16 B. Code of Ethics

Pursuant to the requirements of Item 406 of the Regulation S-K, on
October 16, 2002, our Audit Committee adopted a written code of ethics is
applicable to our Chairman and Chief Executive Officer, Principal Financial
Officer and other members of our finance department. Our code of ethics is
filed as an exhibit to this Annual Report, and is available on our
website www.wipro.com.

On April 17, 2003, our Audit Committee also adopted a whistleblowing
policy that we call our ombudsprocess. We have nominated ombudsmen to address
concerns relating to malpractice, impropriety, abuse or wrongdoing, including
questionable accounting practices, violations of law and any breaches of any
policy, manual or code adopted by us. Our ombudsprocess encourages the
employees and business associates to report any instances of malpractice,
impropriety, abuse or wrongdoing, and prohibits harassment or victimization
including informal pressures of any kind against any employee or business
associate who reports any such conduct. Our Ombudsprocess is filed as an
exhibit to this Annual Report and is available on our website www.wipro.com.




Item 17. Financial Statements

Not applicable.





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##### Table of Contents






Part III




Item 18. Financial Statements

REPORT OF AUDIT COMMITTEE

The Board of Directors and Stockholders
Wipro Limited

The Consolidated financial statements for the year ended March 31, 2003 have
been reviewed by the committee with the auditors as well as the management and
recommended to the Board at the Companys board meeting held on April 15, 2003
for approval and adoption of the consolidated audited financial statements read
with the report of the Auditors thereon. These financial statements be further
hereby recommended for inclusion in the Companys Annual Report and other
statutory regulatory filings.

|              |  |          |  |            |  |               
|------------- |  | -------- |  | ---------- |  | --------------
|Bangalore     |  | N.Vaghul |  | P.M. Sinha |  | B.C. Prabhakar
|April 15,2003 |  | Chairman |  | Member     |  | Member        





---



##### Table of Contents



REPORT OF MANAGEMENT

Management of Wipro is responsible for the integrity and objectivity of the
consolidated financial statements and related notes. The consolidated
financial statements have been prepared in accordance with United States
generally accepted accounting principles (US GAAP) and include amounts based
on judgments and estimates by management. Management is also responsible for
the accuracy of the related data in the Annual Report and its consistency with
the financial statements.

Management maintains internal control systems designed to provide reasonable
assurance that assets are safeguarded, transactions are executed in accordance
with managements authorization and properly recorded, and accounting records
are adequate for preparation of financial statements and other financial
information. These are reviewed at regular intervals to ascertain their
adequacy and effectiveness.

In addition to the system of internal controls, the Company has articulated
its vision and core values which permeate all its activities. It also has
corporate policies to ensure highest standards of integrity in all business
transactions, eliminate possible conflicts of interest, ensure compliance with
laws, and protect confidentiality of proprietary information. These are
reviewed at periodic intervals.

The consolidated financial statements have been audited by the Companys
independent auditors, KPMG. Their responsibility is to audit these statements
in accordance with generally accepted auditing standards in the United States
and express their opinion on the fairness of presentation of the statements.

The Audit Committee of the board comprising entirely of independent directors
conducts an ongoing appraisal of the independence and performance of the
Companys internal and external auditors and monitors the integrity of
Companys financial statements. The Audit Committee meets several times during
the year with management, internal auditors and the independent auditors to
discuss audit activities, internal controls and financial reporting matters.

|                          |  |                                             
|------------------------- |  | --------------------------------------------
|                          |  | Azim H. Premji                              
|                          |  | Chairman and Chief Executive Officer        
|                          |  |                                             
|                          |  | S.C. Senapaty                               
|                          |  | Corporate Executive Vice President  Finance
|Bangalore, April 15, 2003 |  | and Chief Financial Officer                 





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##### Table of Contents



INDEPENDENT AUDITORS REPORT

The Board of Directors and Stockholders
Wipro Limited

We have audited the accompanying consolidated balance sheets of Wipro Limited
and subsidiaries as of March 31, 2003 and 2002, and the related consolidated
statements of income, stockholders equity and comprehensive income, and cash
flows for each of the years in the three-year period ended March 31, 2003.
These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Wipro Limited and
subsidiaries as of March 31, 2003 and 2002, and the results of their operations
and their cash flows for each of the years in the three-year period ended March
31, 2003, in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 2 to the consolidated financial statements, effective
April 1, 2002, the Company adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets and
SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
Also, as discussed in Note 2 to the consolidated financial statements,
effective July 1, 2001, the Company adopted the provisions of SFAS No. 141,
Business Combinations.

KPMG
Bangalore, India
April 15, 2003





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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |         | 
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --- | --------------- | ---------- | ---- | --- | ---------- | ---------- |  | - | ---------------- | ------- | 
|                                     |                                                                                                                                                                      |                                            |     | As of March 31,
|                                     |                                                                                                                                                                      |                                            |     |                
|                                     |                                                                                                                                                                      |                                            |     | 2002            |            | 2003 |     | 2003      
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |           
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   | Convenience     
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   | translation into
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   | US $            
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   | (Unaudited)     
|ASSETS                               |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                 
|Current assets :                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                 
|                                     | Cash and cash equivalents (Note 5)                                                                                                                                   |                                            | Rs. | 7,377,200       |            |      | Rs. | 14,096,414 |            |  | $ | 296,579          |        
|                                     | Accounts receivable, net of allowances (Note 6)                                                                                                                      |                                            |     | 5,980,903       |            |      |     | 7,930,847  |            |  |   | 166,860          |        
|                                     | Costs and earnings in excess of billings on contracts
in progress                                                                                                    |                                            |     | 1,009,795       |            |      |     | 1,379,273  |            |  |   | 29,019           |        
|                                     | Inventories (Note 7)                                                                                                                                                 |                                            |     | 1,402,146       |            |      |     | 1,449,498  |            |  |   | 30,496           |        
|                                     | Investment securities (Note 9)                                                                                                                                       |                                            |     | 5,043,334       |            |      |     | 526,969    |            |  |   | 11,087           |        
|                                     | Deferred income taxes (Note 22)                                                                                                                                      |                                            |     | 179,088         |            |      |     | 215,299    |            |  |   | 4,530            |        
|                                     | Property, plant and equipment held for sale (Note 4)                                                                                                                 |                                            |     |                |            |      |     | 12,667     |            |  |   | 267              |        
|                                     | Other current assets (Note 8)                                                                                                                                        |                                            |     | 3,481,308       |            |      |     | 2,535,809  |            |  |   | 53,352           |        
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     |                                                                                                                                                                      | Total current assets                       |     |                 | 24,473,774 |      |     |            | 28,146,776 |  |   |                  | 592,190 | 
|                                     | Investment securities (Note 9)                                                                                                                                       |                                            |     | 450,833         |            |      |     |           |            |  |   |                 |        
|                                     | Property, plant and equipment, net (Note 10)                                                                                                                         |                                            |     | 6,261,857       |            |      |     | 7,309,784  |            |  |   | 153,793          |        
|                                     | Investments in affiliates (Note 14)                                                                                                                                  |                                            |     | 898,319         |            |      |     | 534,069    |            |  |   | 11,236           |        
|                                     | Deferred income taxes (Note 22)                                                                                                                                      |                                            |     | 149,696         |            |      |     | 65,488     |            |  |   | 1,378            |        
|                                     | Intangible assets, net (Note 3, 11)                                                                                                                                  |                                            |     | 250             |            |      |     | 450,362    |            |  |   | 9,475            |        
|                                     | Goodwill (Note 3, 11)                                                                                                                                                |                                            |     | 656,240         |            |      |     | 5,186,617  |            |  |   | 109,124          |        
|                                     | Other assets (Note 8)                                                                                                                                                |                                            |     | 748,165         |            |      |     | 1,087,795  |            |  |   | 22,886           |        
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     |                                                                                                                                                                      | Total assets                               |     | Rs.             | 33,639,134 |      |     | Rs.        | 42,780,891 |  |   | $                | 900,082 | 
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|LIABILITIES AND STOCKHOLDERS EQUITY |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                 
|Current liabilities :                |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                 
|                                     | Borrowings from banks (Note 16)                                                                                                                                      |                                            | Rs. | 182,260         |            |      | Rs. | 508,519    |            |  | $ | 10,699           |        
|                                     | Current portion of long-term debt (Note 17)                                                                                                                          |                                            |     | 21,355          |            |      |     | 29,555     |            |  |   | 622              |        
|                                     | Accounts payable                                                                                                                                                     |                                            |     | 2,238,900       |            |      |     | 2,236,060  |            |  |   | 47,045           |        
|                                     | Accrued expenses                                                                                                                                                     |                                            |     | 861,350         |            |      |     | 1,427,447  |            |  |   | 30,033           |        
|                                     | Accrued employee costs                                                                                                                                               |                                            |     | 774,177         |            |      |     | 1,261,015  |            |  |   | 26,531           |        
|                                     | Advances from customers                                                                                                                                              |                                            |     | 1,121,107       |            |      |     | 896,989    |            |  |   | 18,872           |        
|                                     | Other current liabilities (Note 12)                                                                                                                                  |                                            |     | 779,519         |            |      |     | 795,273    |            |  |   | 16,732           |        
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     |                                                                                                                                                                      | Total current liabilities                  |     |                 | 5,978,668  |      |     |            | 7,154,858  |  |   |                  | 150,534 | 
|                                     | Long-term debt, excluding current portion (Note 17)                                                                                                                  |                                            |     | 87,408          |            |      |     | 65,769     |            |  |   | 1,384            |        
|                                     | Other liabilities                                                                                                                                                    |                                            |     | 115,791         |            |      |     | 128,703    |            |  |   | 2,708            |        
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     |                                                                                                                                                                      | Total liabilities                          |     |                 | 6,181,867  |      |     |            | 7,349,330  |  |   |                  | 154,625 | 
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     | Stockholders equity :                                                                                                                                               |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     | Equity shares at Rs. 2 par value: 375,000,000
shares authorized; Issued and outstanding : 232,465,689 and 232,563,992 shares as of
March 31, 2002 and 2003 (Note 18) |                                            |     | 464,932         |            |      |     | 465,129    |            |  |   | 9,786            |        
|                                     | Additional paid-in capital (Note 23)                                                                                                                                 |                                            |     | 6,817,163       |            |      |     | 6,946,629  |            |  |   | 146,153          |        
|                                     | Deferred stock compensation (Note 23)                                                                                                                                |                                            |     | (93,201         | )          |      |     | (64,008    | )          |  |   | (1,347           | )      
|                                     | Accumulated other comprehensive income/(loss)                                                                                                                        |                                            |     | 51,861          |            |      |     | 690        |            |  |   | 15               |        
|                                     | Retained earnings (Note 19)                                                                                                                                          |                                            |     | 20,216,587      |            |      |     | 28,083,196 |            |  |   | 590,852          |        
|                                     | Equity shares held by a controlled Trust: 1,321,335
and 1,303,610 shares as of March 31, 2002 and
2003 (Note 23)                                                     |                                            |     | (75             | )          |      |     | (75        | )          |  |   | (2               | )      
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     |                                                                                                                                                                      | Total stockholders equity                 |     |                 | 27,457,267 |      |     |            | 35,431,561 |  |   |                  | 745,457 | 
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        
|                                     |                                                                                                                                                                      | Total liabilities and stockholders equity |     | Rs.             | 33,639,134 |      |     | Rs.        | 42,780,891 |  |   | $                | 900,082 | 
|                                     |                                                                                                                                                                      |                                            |     |                 |            |      |     |            |            |  |   |                  |        

See accompanying notes to the consolidated financial statements.





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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)

|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|-------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- |  | -------------------- | ---------- | ---- |  | ----------- | ---------- | ---- |  | ----------- | ---------- | - |  | ---------------- | -------- | -
|                                                                                       |                                                                                                                                                                      |                                              |  | Year ended March 31,
|                                                                                       |                                                                                                                                                                      |                                              |  |                     
|                                                                                       |                                                                                                                                                                      |                                              |  | 2001                 |            | 2002 |  | 2003        |            | 2003
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |     
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  | Convenience     
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  | translation into
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  | US $            
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  | (Unaudited)     
|Revenues :                                                                             |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                 
|                                                                                       | Global IT Services and Products                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Services                                     |  | Rs.                  | 17,389,848 |      |  | Rs.         | 21,279,068 |      |  | Rs.         | 28,170,438 |   |  | $                | 592,688  |  
|                                                                                       |                                                                                                                                                                      | Products                                     |  |                      |           |      |  |             | 955,281    |      |  |             | 80,343     |   |  |                  | 1,690    |  
|                                                                                       | IT-Enabled Services                                                                                                                                                  |                                              |  |                     |            |      |  |            |            |      |  | 1,614,049   |            |   |  | 33,959           |         
|                                                                                       | India and AsiaPac IT Services and Products                                                                                                                           |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Services                                     |  |                      | 1,872,703  |      |  |             | 1,913,547  |      |  |             | 2,239,756  |   |  |                  | 47,123   |  
|                                                                                       |                                                                                                                                                                      | Products                                     |  |                      | 6,771,347  |      |  |             | 5,036,948  |      |  |             | 5,800,811  |   |  |                  | 122,045  |  
|                                                                                       | Consumer Care and Lighting                                                                                                                                           |                                              |  | 3,143,537            |            |      |  | 2,938,630   |            |      |  | 2,942,071   |            |   |  | 61,899           |         
|                                                                                       | HealthScience                                                                                                                                                        |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Services                                     |  |                      | 354,468    |      |  |             | 274,415    |      |  |             | 456,239    |   |  |                  | 9,599    |  
|                                                                                       |                                                                                                                                                                      | Products                                     |  |                      | 352,430    |      |  |             | 355,717    |      |  |             | 449,982    |   |  |                  | 9,467    |  
|                                                                                       | Others                                                                                                                                                               |                                              |  | 758,353              |            |      |  | 719,864     |            |      |  | 1,096,211   |            |   |  | 23,064           |         
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       |                                                                                                                                                                      | Total                                        |  |                      | 30,642,686 |      |  |             | 33,473,470 |      |  |             | 42,849,900 |   |  |                  | 901,534  |  
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|Cost of revenues :                                                                     |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                 
|                                                                                       | Global IT Services and Products                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Services                                     |  |                      | 9,039,134  |      |  |             | 11,296,966 |      |  |             | 16,437,744 |   |  |                  | 345,839  |  
|                                                                                       |                                                                                                                                                                      | Products                                     |  |                      |           |      |  |             | 890,730    |      |  |             | 77,680     |   |  |                  | 1,634    |  
|                                                                                       | IT-Enabled Services                                                                                                                                                  |                                              |  |                     |            |      |  |            |            |      |  | 975,076     |            |   |  | 20,515           |         
|                                                                                       | India and AsiaPac IT Services and Products                                                                                                                           |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Services                                     |  |                      | 1,192,398  |      |  |             | 1,160,497  |      |  |             | 1,186,907  |   |  |                  | 24,972   |  
|                                                                                       |                                                                                                                                                                      | Products                                     |  |                      | 5,459,082  |      |  |             | 4,268,441  |      |  |             | 5,099,599  |   |  |                  | 107,292  |  
|                                                                                       | Consumer Care and Lighting                                                                                                                                           |                                              |  | 2,195,145            |            |      |  | 1,999,434   |            |      |  | 2,008,178   |            |   |  | 42,251           |         
|                                                                                       | HealthScience                                                                                                                                                        |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Services                                     |  |                      | 177,655    |      |  |             | 150,532    |      |  |             | 246,972    |   |  |                  | 5,196    |  
|                                                                                       |                                                                                                                                                                      | Products                                     |  |                      | 257,228    |      |  |             | 257,075    |      |  |             | 345,776    |   |  |                  | 7,275    |  
|                                                                                       | Others                                                                                                                                                               |                                              |  | 595,994              |            |      |  | 637,732     |            |      |  | 798,507     |            |   |  | 16,800           |         
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       |                                                                                                                                                                      | Total                                        |  |                      | 18,916,636 |      |  |             | 20,661,407 |      |  |             | 27,176,439 |   |  |                  | 571,774  |  
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       | Gross profit                                                                                                                                                         |                                              |  | 11,726,050           |            |      |  | 12,812,063  |            |      |  | 15,673,461  |            |   |  | 329,759          |         
|                                                                                       | Operating expenses :                                                                                                                                                 |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       |                                                                                                                                                                      | Selling, general and administrative
expenses |  |                      | (4,596,014 | )    |  |             | (4,358,902 | )    |  |             | (6,192,653 | ) |  |                  | (130,289 | )
|                                                                                       |                                                                                                                                                                      | Research and development expenses            |  |                      |           |      |  |             | (213,457   | )    |  |             | (260,481   | ) |  |                  | (5,480   | )
|                                                                                       |                                                                                                                                                                      | Amortization of goodwill (Note 11)           |  |                      | (45,389    | )    |  |             | (175,317   | )    |  |             |           |   |  |                  |         |  
|                                                                                       |                                                                                                                                                                      | Amortization of intangible assets (Note 11)  |  |                      | (468       | )    |  |             | (250       | )    |  |             | (166,321   | ) |  |                  | (3,499   | )
|                                                                                       |                                                                                                                                                                      | Foreign exchange gains, net                  |  |                      | 120,226    |      |  |             | 218,968    |      |  |             | 306,639    |   |  |                  | 6,451    |  
|                                                                                       |                                                                                                                                                                      | Others, net                                  |  |                      | 349,386    |      |  |             | 158,474    |      |  |             | 125,623    |   |  |                  | 2,643    |  
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       | Operating income                                                                                                                                                     |                                              |  | 7,553,791            |            |      |  | 8,441,579   |            |      |  | 9,486,268   |            |   |  | 199,585          |         
|                                                                                       | Other income, net (Note 20)                                                                                                                                          |                                              |  | 86,847               |            |      |  | 838,838     |            |      |  | 717,951     |            |   |  | 15,105           |         
|                                                                                       | Income taxes (Note 22)                                                                                                                                               |                                              |  | (1,150,042           | )          |      |  | (1,016,003  | )          |      |  | (1,342,248  | )          |   |  | (28,240          | )       
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       | Income before share of equity in earnings/
(losses) of affiliates and minority interest                                                                              |                                              |  | 6,490,596            |            |      |  | 8,264,414   |            |      |  | 8,861,971   |            |   |  | 186,450          |         
|                                                                                       | Equity in earnings/(losses) of affiliates
(Note 14)                                                                                                                  |                                              |  | (53,181              | )          |      |  | 147,078     |            |      |  | (355,250    | )          |   |  | (7,474           | )       
|                                                                                       | Minority interest                                                                                                                                                    |                                              |  |                     |            |      |  |            |            |      |  | (30,101     | )          |   |  | (633             | )       
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       | Income from continuing operations                                                                                                                                    |                                              |  | 6,437,415            |            |      |  | 8,411,492   |            |      |  | 8,476,620   |            |   |  | 178,343          |         
|                                                                                       | Discontinued operations                                                                                                                                              |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |         
|                                                                                       | Loss from operations of the discontinued
corporate Internet services division
(including loss on disposal of
Rs. 246,120 for the year ended March 31,
2003) (Note 4) |                                              |  | (832                 | )          |      |  | (126,771    | )          |      |  | (536,523    | )          |   |  | (11,288          | )       
|                                                                                       | Income tax benefit (Note 4, 22)                                                                                                                                      |                                              |  | 77,735               |            |      |  | 45,257      |            |      |  | 158,978     |            |   |  | 3,345            |         
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       | Income before cumulative effect of
accounting change                                                                                                                 |                                              |  | 6,514,318            |            |      |  | 8,329,978   |            |      |  | 8,099,075   |            |   |  | 170,399          |         
|                                                                                       | Cumulative effect of accounting change, net of
tax                                                                                                                   |                                              |  | (59,104              | )          |      |  |            |            |      |  |            |            |   |  |                 |         
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|                                                                                       |                                                                                                                                                                      | Net income                                   |  | Rs.                  | 6,455,214  |      |  | Rs.         | 8,329,978  |      |  | Rs.         | 8,099,075  |   |  | $                | 170,399  |  
|                                                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                  |          |  
|Earnings per equity share: Basic                                                       |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                 
|                                                                                       | Continuing operations                                                                                                                                                |                                              |  | 28.07                |            |      |  | 36.39       |            |      |  | 36.66       |            |   |  | 0.77             |         
|                                                                                       | Discontinued operations                                                                                                                                              |                                              |  | 0.34                 |            |      |  | (0.35       | )          |      |  | (1.63       | )          |   |  | (0.03            | )       
|                                                                                       | Cumulative effect of accounting change                                                                                                                               |                                              |  | (0.26                | )          |      |  |            |            |      |  |            |            |   |  |                 |         
|                                                                                       | Net income                                                                                                                                                           |                                              |  | 28.15                |            |      |  | 36.04       |            |      |  | 35.03       |            |   |  | 0.74             |         
|Earnings per equity share: Diluted                                                     |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                 
|                                                                                       | Continuing operations                                                                                                                                                |                                              |  | 27.84                |            |      |  | 36.33       |            |      |  | 36.60       |            |   |  | 0.77             |         
|                                                                                       | Discontinued operations                                                                                                                                              |                                              |  | 0.33                 |            |      |  | (0.35       | )          |      |  | (1.63       | )          |   |  | (0.03            | )       
|                                                                                       | Cumulative effect of accounting change                                                                                                                               |                                              |  | (0.26                | )          |      |  |            |            |      |  |            |            |   |  |                 |         
|                                                                                       | Net income                                                                                                                                                           |                                              |  | 27.91                |            |      |  | 35.98       |            |      |  | 34.97       |            |   |  | 0.74             |         
|Weighted average number of equity shares used
in computing earnings per equity share : |                                                                                                                                                                      |                                              |  |                      |            |      |  |             |            |      |  |             |            |   |  |                 
|                                                                                       | Basic                                                                                                                                                                |                                              |  | 229,325,989          |            |      |  | 231,132,500 |            |      |  | 231,204,326 |            |   |  | 231,204,326      |         
|                                                                                       | Diluted                                                                                                                                                              |                                              |  | 231,254,523          |            |      |  | 231,534,876 |            |      |  | 231,572,448 |            |   |  | 231,572,448      |         

See accompanying notes to the consolidated financial statements.





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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME
(in thousands, except share data)



|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |           |  
|------------------------------------------------------------------------- | ---------------------------------------------------- |  | ------------- | - | ---------- | --- | -------------- | - | ------------- | --- | --------- | - |  | --- | -------- | - |  | --- | --------- | --------- | -
|                                                                          |                                                      |  | Equity Shares |   | Additional |     |                |   |               |     |           |   | 
|                                                                          |                                                      |  |               |   | Paid in    |     | Deferred Stock |   | Comprehensive
|                                                                          |                                                      |  | No. of Shares |   | Amount     |     | Capital        |   | Compensation  |     | Income   
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |          
|Balance as of March 31, 2000                                              |                                                      |  | 229,156,350   |   |            | Rs. | 458,313        |   |               | Rs. | 889,595   |   |  | Rs. | (297,715 | ) |  |     |          |          
|Cash dividends paid                                                       |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     |          |          
|Equity shares issued                                                      |                                                      |  | 3,162,500     |   |            |     | 6,325          |   |               |     | 5,796,449 |   |  |     |         |   |  |     |          |          
|Issuance of equity shares on
exercise of options                          |                                                      |  | 114,169       |   |            |     | 228            |   |               |     | 123,759   |   |  |     |         |   |  |     |          |          
|Equity shares forfeited, net of
issuances by Trust                        |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     |          |          
|Compensation related to
employee stock incentive plan,
net of
reversals   |                                                      |  |              |   |            |     |               |   |               |     | (24,151   | ) |  |     | 24,151   |   |  |     |          |          
|Amortization of compensation
related to employee stock
incentive plan     |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     | 87,160   |   |  |     |          |          
|Comprehensive income                                                      |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|                                                                          | Net income                                           |  |               |  |            |     |                |  |               |     |           |  |  |     |          |  |  |     | Rs.       | 6,455,214 |  
|                                                                          | Other comprehensive income                           |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |           |  
|                                                                          | Unrealized gain/(loss) on
investment securities, net |  |               |  |            |     |                |  |               |     |           |  |  |     |          |  |  |     |           | (341      | )
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Comprehensive income                                                      |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  | Rs. | 6,454,873 |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Balance as of March 31, 2001                                              |                                                      |  | 232,433,019   |   |            |     | 464,866        |   |               |     | 6,785,652 |   |  |     | (186,404 | ) |  |     |           |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Cash dividends paid                                                       |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     |          |          
|Issuance of equity shares on
exercise of options                          |                                                      |  | 32,670        |   |            |     | 66             |   |               |     | 35,414    |   |  |     |         |   |  |     |          |          
|Equity shares forfeited, net of
issuances by Trust                        |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     |          |          
|Compensation related to
employee stock incentive plan,
net of
reversals   |                                                      |  |              |   |            |     |               |   |               |     | (14,480   | ) |  |     | 2,362    |   |  |     |          |          
|Amortization of compensation
related to employee stock
incentive plan     |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     | 90,841   |   |  |     |          |          
|Income tax benefit arising on
exercise of stock options                   |                                                      |  |              |   |            |     |               |   |               |     | 10,577    |   |  |     |         |   |  |     |          |          
|Comprehensive income                                                      |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|                                                                          | Net income                                           |  |               |  |            |     |                |  |               |     |           |  |  |     |          |  |  |     |           | 8,329,978 |  
|                                                                          | Other comprehensive income                           |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |           |  
|                                                                          | Unrealized gain/(loss) on
investment securities, net |  |               |  |            |     |                |  |               |     |           |  |  |     |          |  |  |     |           | 50,430    |  
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Comprehensive income                                                      |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     | 8,380,408 |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Balance as of March 31, 2002                                              |                                                      |  | 232,465,689   |   |            |     | 464,932        |   |               |     | 6,817,163 |   |  |     | (93,201  | ) |  |     |          |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Cash dividends paid                                                       |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     |          |          
|Issuance of equity shares on
exercise of options                          |                                                      |  | 98,303        |   |            |     | 197            |   |               |     | 106,612   |   |  |     |         |   |  |     |          |          
|Equity shares issued by Trust,
net of forfeitures                         |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     |          |          
|Compensation related to
employee stock incentive plan,
net of
reversals   |                                                      |  |              |   |            |     |               |   |               |     | 22,854    |   |  |     | (23,049  | ) |  |     |          |          
|Amortization of compensation
related to employee stock
incentive plan     |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     | 52,242   |   |  |     |          |          
|Comprehensive income                                                      |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|                                                                          | Net income                                           |  |               |  |            |     |                |  |               |     |           |  |  |     |          |  |  |     | Rs.       | 8,099,075 |  
|Other
comprehensive income
Translation adjustments                        |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     | (568      | )        
|                                                                          | Unrealized gain/(loss) on
investment securities, net |  |               |  |            |     |                |  |               |     |           |  |  |     |          |  |  |     |           | (50,603   | )
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Total other comprehensive income                                          |                                                      |  |              |   |            |     |               |   |               |     |          |   |  |     |         |   |  |     | (51,171   | )        
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Comprehensive income                                                      |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  | Rs. | 8,047,904 |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Balance as of March 31, 2003                                              |                                                      |  | 232,563,992   |   |            | Rs. | 465,129        |   |               | Rs. | 6,946,629 |   |  | Rs. | (64,008  | ) |  |     |           |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          
|Balance as of March 31, 2003
Convenience translation into
US $(Unaudited) |                                                      |  |               |   |            | $   | 9,786          |   |               | $   | 146,153   |   |  | $   | (1,347   | ) |  |     |           |          
|                                                                          |                                                      |  |               |   |            |     |                |   |               |     |           |   |  |     |          |   |  |     |           |          

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                          |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |           |  
|------------------------------------------------------------------------- | ---------------------------------------------------- | --- | ------------- | ------ | -------- | --- | ------------- | --------- | ----------------------- |  | ---------- | - |  | --- | --- | - |  | --- | ---------- | --------- | -
|                                                                          |                                                      |     | Accumulated   |        |          |     |               |           | Equity Shares held by a |  |            |   | 
|                                                                          |                                                      |     | Other         |        |          |     |               |           | Controlled Trust        |  | Total     
|                                                                          |                                                      |     | Comprehensive |        | Retained |     |               |           | Stockholders          
|                                                                          |                                                      |     | Income        |        | Earnings |     | No. of Shares |           | Amount                  |  | Equity    
|                                                                          |                                                      |     |               |        |          |     |               |           |                         |  |           
|Balance as of March 31, 2000                                              |                                                      | Rs. | 1,772         |        |          | Rs. | 5,635,050     |           |                         |  | (1,216,460 | ) |  | Rs. | (75 | ) |  | Rs. | 6,686,940  |          
|Cash dividends paid                                                       |                                                      |     |              |        |          |     | (75,121       | )         |                         |  |           |   |  |     |    |   |  |     | (75,121    | )        
|Equity shares issued                                                      |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 5,802,774  |          
|Issuance of equity shares on
exercise of options                          |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 123,987    |          
|Equity shares forfeited, net of
issuances by Trust                        |                                                      |     |              |        |          |     |              |           |                         |  | (64,425    | ) |  |     |    |   |  |     |           |          
|Compensation related to
employee stock incentive plan,
net of
reversals   |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     |           |          
|Amortization of compensation
related to employee stock
incentive plan     |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 87,160     |          
|Comprehensive income                                                      |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|                                                                          | Net income                                           |     |               |        |          |     |               | 6,455,214 |                         |  |            |  |  |     |     |  |  |     |            | 6,455,214 |  
|                                                                          | Other comprehensive income                           |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |           |  
|                                                                          | Unrealized gain/(loss) on
investment securities, net |     |               | (341   | )        |     |               |          |                         |  |            |  |  |     |     |  |  |     |            | (341      | )
|Comprehensive income                                                      |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Balance as of March 31, 2001                                              |                                                      |     | 1,431         |        |          |     | 12,015,143    |           |                         |  | (1,280,885 | ) |  |     | (75 | ) |  |     | 19,080,613 |          
|                                                                          |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Cash dividends paid                                                       |                                                      |     |              |        |          |     | (128,534      | )         |                         |  |           |   |  |     |    |   |  |     | (128,534   | )        
|Issuance of equity shares on
exercise of options                          |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 35,480     |          
|Equity shares forfeited, net of
issuances by Trust                        |                                                      |     |              |        |          |     |              |           |                         |  | (40,450    | ) |  |     |    |   |  |     |           |          
|Compensation related to
employee stock incentive plan,
net of
reversals   |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | (12,118    | )        
|Amortization of compensation
related to employee stock
incentive plan     |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 90,841     |          
|Income tax benefit arising on
exercise of stock options                   |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 10,577     |          
|Comprehensive income                                                      |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|                                                                          | Net income                                           |     |               |       |          |     |               | 8,329,978 |                         |  |            |  |  |     |     |  |  |     |            | 8,329,978 |  
|                                                                          | Other comprehensive income                           |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |           |  
|                                                                          | Unrealized gain/(loss) on
investment securities, net |     |               | 50,430 |          |     |               |          |                         |  |            |  |  |     |     |  |  |     |            | 50,430    |  
|Comprehensive income                                                      |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Balance as of March 31, 2002                                              |                                                      |     | 51,861        |        |          |     | 20,216,587    |           |                         |  | (1,321,335 | ) |  |     | (75 | ) |  |     | 27,457,267 |          
|                                                                          |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Cash dividends paid                                                       |                                                      |     |              |        |          |     | (232,466      | )         |                         |  |           |   |  |     |    |   |  |     | (232,466   | )        
|Issuance of equity shares on
exercise of options                          |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 106,809    |          
|Equity shares issued by Trust,
net of forfeitures                         |                                                      |     |              |        |          |     |              |           |                         |  | 17,725     |   |  |     |    |   |  |     |           |          
|Compensation related to
employee stock incentive plan,
net of
reversals   |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | (195       | )        
|Amortization of compensation
related to employee stock
incentive plan     |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | 52,242     |          
|Comprehensive income                                                      |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|                                                                          | Net income                                           |     |               |        |          |     |               | 8,099,075 |                         |  |            |   |  |     |     |   |  |     |            | 8,099,075 |  
|Other
comprehensive income                                                |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Translation adjustments                                                   |                                                      |     |              |        |          |     |              |           |                         |  |           |   |  |     |    |   |  |     |           |          
|                                                                          | Unrealized gain/(loss) on
investment securities, net |     |               |       |          |     |               |          |                         |  |            |  |  |     |     |  |  |     |            |          |  
|Total other comprehensive income                                          |                                                      |     | (51,171       | )      |          |     |              |           |                         |  |           |   |  |     |    |   |  |     | (51,171    | )        
|Comprehensive income                                                      |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Balance as of March 31, 2003                                              |                                                      | Rs. | 690           |        |          | Rs. | 28,083,196    |           |                         |  | (1,303,610 | ) |  | Rs. | (75 | ) |  | Rs. | 35,431,561 |          
|                                                                          |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          
|Balance as of March 31, 2003
Convenience translation into
US $(Unaudited) |                                                      | $   | 15            |        |          | $   | 590,852       |           |                         |  |            |   |  | $   | (2  | ) |  | $   | 745,457    |          
|                                                                          |                                                      |     |               |        |          |     |               |           |                         |  |            |   |  |     |     |   |  |     |            |          

See accompanying notes to the consolidated financial statements.





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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share data)

|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                  |         |  
|------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------- | --- | -------------------- | ---------- | ---- | --- | --------- | -------- | ---- | --- | --------- | ---------- | - | - | ---------------- | ------- | -
|                                      |                                                                                    |                                                                   |     | Year ended March 31,
|                                      |                                                                                    |                                                                   |     |                     
|                                      |                                                                                    |                                                                   |     | 2001                 |            | 2002 |     | 2003      |          | 2003
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |     
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   | Convenience     
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   | translation into
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   | US $            
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   | (Unaudited)     
|Cash flows from operating activities: |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                 
|                                      | Net income                                                                         |                                                                   | Rs. | 6,455,214            |            |      | Rs. | 8,329,978 |          |      | Rs. | 8,099,075 |            |   | $ | 170,399          |        
|                                      | Adjustments to reconcile net income to net
cash provided by operating activities : |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                  |        
|                                      | (Gain)/loss from discontinued operations                                           |                                                                   |     | (76,903              | )          |      |     | 81,514    |          |      |     | 377,545   |            |   |   | 7,943            |        
|                                      | (Gain)/loss on sale of property, plant
and equipment                               |                                                                   |     | (154,458             | )          |      |     | (26,003   | )        |      |     | 6,470     |            |   |   | 136              |        
|                                      | Depreciation and amortization                                                      |                                                                   |     | 1,021,252            |            |      |     | 1,465,555 |          |      |     | 1,698,028 |            |   |   | 35,725           |        
|                                      | Deferred tax charge/(benefit)                                                      |                                                                   |     | (41,389              | )          |      |     | 80,046    |          |      |     | 44,457    |            |   |   | 935              |        
|                                      | Gain on sale of investment securities                                              |                                                                   |     |                     |            |      |     | (201,536  | )        |      |     | (410,360  | )          |   |   | (8,634           | )      
|                                      | Amortization of deferred stock
compensation                                        |                                                                   |     | 87,160               |            |      |     | 78,723    |          |      |     | 52,047    |            |   |   | 1,095            |        
|                                      | Equity in (earnings)/losses of affiliates                                          |                                                                   |     | 53,181               |            |      |     | (147,078  | )        |      |     | 355,250   |            |   |   | 7,474            |        
|                                      | Other non-cash items                                                               |                                                                   |     | 148,863              |            |      |     | (96,000   | )        |      |     |          |            |   |   |                 |        
|                                      | Income tax benefits arising from exercise
of stock options                         |                                                                   |     |                     |            |      |     | 10,577    |          |      |     |          |            |   |   |                 |        
|                                      | Minority interest                                                                  |                                                                   |     |                     |            |      |     |          |          |      |     | 30,101    |            |   |   | 633              |        
|                                      | Changes in operating assets and liabilities :                                      |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                  |        
|                                      |                                                                                    | Accounts receivable                                               |     |                      | (1,742,544 | )    |     |           | (87,295  | )    |     |           | (1,640,603 | ) |   |                  | (34,517 | )
|                                      |                                                                                    | Costs and earnings in excess of billings on
contracts in progress |     |                      | (55,938    | )    |     |           | (944,461 | )    |     |           | (369,478   | ) |   |                  | (7,774  | )
|                                      |                                                                                    | Inventories                                                       |     |                      | (517,963   | )    |     |           | 64,951   |      |     |           | (47,352    | ) |   |                  | (996    | )
|                                      |                                                                                    | Other assets                                                      |     |                      | (514,519   | )    |     |           | (209,253 | )    |     |           | (1,120,511 | ) |   |                  | (23,575 | )
|                                      |                                                                                    | Accounts payable                                                  |     |                      | 548,877    |      |     |           | 432,112  |      |     |           | (202,298   | ) |   |                  | (4,256  | )
|                                      |                                                                                    | Accrued expenses and employee costs                               |     |                      | 360,692    |      |     |           | (383,989 | )    |     |           | 881,421    |   |   |                  | 18,545  |  
|                                      |                                                                                    | Advances from customers                                           |     |                      | 193,609    |      |     |           | 127,230  |      |     |           | (178,674   | ) |   |                  | (3,759  | )
|                                      |                                                                                    | Other liabilities                                                 |     |                      | 91,840     |      |     |           | 483,984  |      |     |           | 60,359     |   |   |                  | 1,270   |  
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                  |        
|                                      | Net cash provided by continuing
operations                                         |                                                                   |     | 5,856,974            |            |      |     | 9,059,055 |          |      |     | 7,635,477 |            |   |   | 160,645          |        
|                                      | Net cash provided by discontinued
operations                                       |                                                                   |     | 52,282               |            |      |     | 11,286    |          |      |     | 27,861    |            |   |   | 586              |        
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                  |        
|                                      | Net cash provided by operating
activities                                          |                                                                   |     | 5,909,256            |            |      |     | 9,070,341 |          |      |     | 7,663,338 |            |   |   | 161,232          |        
|                                      |                                                                                    |                                                                   |     |                      |            |      |     |           |          |      |     |           |            |   |   |                  |        





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WIPRO LIMITED AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, except share data)

|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|--------------------------------------------------------- | ------------------------------------------------------------------- | --- | -------------------- | ---------- | ---- | --- | --------- | ---------- | ---- | --- | ---------- | ---------- | - | - | ---------------- | -------- | -
|                                                          |                                                                     |     | Year ended March 31,
|                                                          |                                                                     |     |                     
|                                                          |                                                                     |     | 2001                 |            | 2002 |     | 2003      |            | 2003
|                                                          |                                                                     |     |                      |            |      |     |           |            |     
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   | Convenience     
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   | translation into
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   | US $            
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   | (Unaudited)     
|Cash flows from investing activities :                    |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |         
|                                                          | Expenditure on property, plant and
equipment                        |     |                      | (2,626,273 | )    |     |           | (2,439,238 | )    |     |            | (2,529,312 | ) |   |                  | (53,215  | )
|                                                          | Proceeds from sale of property, plant and
equipment                 |     |                      | 226,054    |      |     |           | 307,501    |      |     |            | 112,845    |   |   |                  | 2,374    |  
|                                                          | Proceeds from sale of assets of the peripherals
division            |     |                      | 156,280    |      |     |           |           |      |     |            |           |   |   |                  |         |  
|                                                          | Dividends received from affiliates                                  |     |                      | 31,849     |      |     |           | 5,096      |      |     |            | 49,000     |   |   |                  | 1,031    |  
|                                                          | Investment in affiliates                                            |     |                      | (72,967    | )    |     |           |           |      |     |            |           |   |   |                  |         |  
|                                                          | Purchase of investment securities                                   |     |                      | (2,469,807 | )    |     |           | (9,759,309 | )    |     |            | (5,494,070 | ) |   |                  | (115,592 | )
|                                                          | Proceeds from sale and maturities of
investment securities          |     |                      | 174,000    |      |     |           | 7,198,754  |      |     |            | 10,392,034 |   |   |                  | 218,642  |  
|                                                          | Investment in inter-corporate deposits                              |     |                      | (1,052,000 | )    |     |           | (1,013,091 | )    |     |            |           |   |   |                  |         |  
|                                                          | Proceeds from redemption and maturities of
inter-corporate deposits |     |                      |           |      |     |           |           |      |     |            | 1,779,288  |   |   |                  | 37,435   |  
|                                                          | Payment for acquisitions, net of cash
acquired                      |     |                      | (919,500   | )    |     |           |           |      |     |            | (5,441,072 | ) |   |                  | (114,477 | )
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|                                                          | Net cash used in continuing operations                              |     |                      | (6,552,364 | )    |     |           | (5,700,287 | )    |     |            | (1,131,287 | ) |   |                  | (23,802  | )
|                                                          | Net cash used in discontinued operations                            |     |                      | (163,950   | )    |     |           | (45,625    | )    |     |            |           |   |   |                  |         |  
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|                                                          | Net cash used in investing activities                               |     |                      | (6,716,314 | )    |     |           | (5,745,912 | )    |     |            | (1,131,287 | ) |   |                  | (23,802  | )
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|Cash flows from financing activities :                    |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |         
|                                                          | Proceeds from issuance of equity shares                             |     |                      | 5,926,761  |      |     |           | 35,480     |      |     |            | 106,809    |   |   |                  | 2,247    |  
|                                                          | Proceeds from/(repayments of) short-term
borrowing from banks, net  |     |                      | 232,846    |      |     |           | (164,390   | )    |     |            | 326,259    |   |   |                  | 6,864    |  
|                                                          | Repayment of long-term debt                                         |     |                      | (188,351   | )    |     |           | (1,312,465 | )    |     |            | (13,439    | ) |   |                  | (283     | )
|                                                          | Redemption of preferred stock                                       |     |                      | (250,000   | )    |     |           |           |      |     |            |           |   |   |                  |         |  
|                                                          | Payment of cash dividends                                           |     |                      | (75,121    | )    |     |           | (128,534   | )    |     |            | (232,466   | ) |   |                  | (4,891   | )
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|                                                          | Net cash provided by/(used in) financing
activities                 |     |                      | 5,646,135  |      |     |           | (1,569,909 | )    |     |            | 187,163    |   |   |                  | 3,938    |  
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|Net increase in cash and cash equivalents
during the year |                                                                     |     | 4,839,077            |            |      |     | 1,754,520 |            |      |     | 6,719,214  |            |   |   | 141,368          |         
|Cash and cash equivalents at the beginning
of the year    |                                                                     |     | 783,603              |            |      |     | 5,622,680 |            |      |     | 7,377,200  |            |   |   | 155,211          |         
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|Cash and cash equivalents at the end
of the year          |                                                                     | Rs. | 5,622,680            |            |      | Rs. | 7,377,200 |            |      | Rs. | 14,096,414 |            |   | $ | 296,579          |         
|                                                          |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |          |  
|Supplementary information :                               |                                                                     |     |                      |            |      |     |           |            |      |     |            |            |   |   |                  |         
|                                                          | Cash paid for interest                                              |     | Rs.                  | 69,844     |      |     | Rs.       | 69,826     |      |     | Rs.        | 30,245     |   |   | $                | 636      |  
|                                                          | Cash paid for taxes                                                 |     |                      | 1,120,889  |      |     |           | 1,251,346  |      |     |            | 1,859,707  |   |   |                  | 39,127   |  

During the year ended March 31, 2003, the Company acquired a 5.9% equity interest in WeP Peripherals through conversion of
debentures with a carrying value of Rs. 40,000.

See accompanying notes to the consolidated financial statements.





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##### Table of Contents



WIPRO LIMITED AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data and where otherwise stated)



|1. |  | Overview
|-- |  | --------

Wipro Limited (Wipro), together with its subsidiaries Wipro Inc., Wipro
Holdings (Mauritius) Limited, Wipro Prosper Limited, Wipro Welfare Limited,
Wipro Trademarks Holdings Limited, Wipro Japan KK, Wipro Fluid Power Limited,
Wipro Spectramind Services Private Limited, Wipro HealthCare IT Limited and
affiliates WeP Peripherals Limited and Wipro GE Medical Systems Limited
(collectively, the Company) is a leading India based provider of IT Services
and Products, and IT-Enabled Services globally. Further, Wipro has other
businesses such as India and AsiaPac IT Services and Products, Consumer Care
and Lighting and HealthScience. Wipro is headquartered in Bangalore, India.



|2. |  | Significant Accounting Policies
|-- |  | -------------------------------

The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, revenues and expenses and disclosure of contingent
assets and liabilities. Actual results could differ from these estimates.

Basis of preparation of financial statements.The accompanying
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States.

Functional
currency and exchange rate translation.The functional currency of the Company, including its consolidated foreign
subsidiaries, except Wipro Inc. and Wipro Holdings (Mauritius) Limited, is the Indian rupee.
The functional currency of Wipro Inc. and Wipro Holdings (Mauritius)
Limited is the US dollar. The translation of the functional currency of these foreign subsidiaries into
Indian rupee is performed for balance sheet accounts using the exchange rate
in effect at the balance sheet date and for revenue and expense accounts using
an appropriate monthly weighted average exchange rate for the respective
periods. The gains or losses resulting from such translation are reported as a
separate component of stockholders equity.

Foreign currency transactions are translated into the functional currency
at the rates of exchange prevailing on the date of respective transactions.
Monetary assets and liabilities in foreign currency are translated into
functional currency at the exchange rates prevailing on the balance sheet date.
The resulting exchange gains/losses are included in the statement of income.

Convenience
translation. The accompanying consolidated financial statements have been
reported in Indian rupees, the national currency of India. Solely for the
convenience of the readers, the financial statements as of and for the year
ended March 31, 2003, have been translated into US dollars at the noon buying
rate in New York City on March 31, 2003, for cable transfers in Indian rupees,
as certified for customs purposes by the Federal Reserve Bank of New York of
$l=Rs. 47.53. No representation is made that the Indian rupee amounts have
been, could have been or could be converted into United States dollars at such
a rate or any other rate.

Principles of consolidation.The consolidated financial statements
include the financial statements of Wipro and all of its subsidiaries, which
are more than 50% owned and controlled. All material inter-company accounts
and transactions are eliminated on consolidation. The Company accounts for
investments by the equity method where its investment in the voting stock
gives it the ability to exercise significant influence over the investee.

Cash equivalents.The Company considers investments in money market funds
and all highly liquid investments with remaining maturities, at the date of
purchase/investment, of three months or less to be cash equivalents.

Revenue recognition.Revenues from software development services comprise
revenues from time-and-material and fixed-price contracts. Revenue on
time-and-material contracts is recognized as the related services are
performed. Revenue from fixed-price, fixed-time frame contracts is recognized
in accordance with percentage of completion method. Guidance has been drawn
from the Accounting Standards Executive Committees conclusion in paragraph 95
of Statement of Position (SOP) 97-2, Software Revenue Recognition, to account
for revenue from fixed price arrangements for software development and related
services in conformity with SOP 81-1, Accounting for Performance of
Construction-Type and Certain Production-Type Contracts. The input (cost
expended) method has been used to measure progress towards completion as there
is a direct relationship between input and productivity. Provisions for
estimated losses on contracts-in-progress are recorded in the period in which
such losses become probable based on the current contract estimates.
Maintenance revenue is deferred and recognized ratably over the term of the
agreement. Revenue from customer training, support, and other services is
recognized as the related service is performed. Revenue from sale of goods is
recognized, in accordance with the sales contract, on dispatch from the
factories/warehouses of the Company, except for contracts where a customer is
not obligated to pay a portion of contract price allocable to the goods until
installation or similar service has been completed. In these cases, revenue is
recognized on completion of installation.

Arrangements involving multiple elements are evaluated to determine
whether each deliverable represents the culmination of a separate earnings
process. Revenues are allocated to individual elements based on fair values.
Revenues on delivered elements are recognized only where the undelivered
elements are not essential to the functionality of the delivered elements and
there are no forfeiture provisions for default in delivering the undelivered
elements.





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##### Table of Contents



Revenues from IT-Enabled Services are derived from both time-based and
unit-priced contracts. Revenue is recognized as the related services are
performed, in accordance with the specific terms of the contracts with the
customer.

When the Company receives advance payments from customers for sale of
products or provision of services, such payments are reported as advances from
customers until all conditions for revenue recognition are met. Revenues from
product sales are shown net of excise duty, sales tax and applicable discounts
and allowances.

Effective April 1, 2001, the Company adopted EITF 00-14: Accounting for
Certain Sales Incentives, EITF 00-22: Accounting for Points and Certain Other
Time-based or Volume-based sales, Incentive Offers and Offers for Free
Products or Services to be Delivered in the Future and EITF 00-25: Vendor
Income Statement Characterisation of Consideration from a Vendor to a
Retailer. Reported data for previous periods have been reclassified to make it
comparable with the current presentation. These reclassifications had no
impact on reported net income.

Warranty costs.The Company accrues the estimated cost of warranties at
the time when the revenue is recognized. The accruals are based on the
Companys historical experience of material usage and service delivery costs.



|                                                                                                                      | 
|--------------------------------------------------------------------------------------------------------------------- | 
|Shipping and handling costs.Shipping and handling costs are included in
selling, general and administrative expenses.

Inventories.Inventories are stated at the lower of cost and market
value. Cost is determined using the weighted average method for all categories
of inventories.

Investment securities.The Company classifies its debt and equity
securities in one of the three categories : trading, held-to-maturity or
available-for-sale, at the time of purchase and re-evaluates such
classifications as of each balance sheet date. Trading and available-for-sale
securities are recorded at fair value. Held-to-maturity securities are recorded
at amortized cost, adjusted for the amortization or accretion of premiums or
discounts. Unrealized holding gains and losses on trading securities are
included in income. Temporary unrealized holding gains and losses, net of the
related tax effect, on available-for-sale securities are excluded from income
and are reported as a part of other comprehensive income in stockholders
equity until realized. Realized gains and losses from the sale of
available-for-sale securities are determined on a specific identification basis
and are included in income. A decline in the fair value of any
available-for-sale or held-to-maturity security below cost that is deemed to be
other than temporary results in a reduction in carrying amount to fair value
and a charge to the income statement. Fair value is based on quoted market
prices. Non-readily marketable equity securities for which there is no readily
determinable fair value are recorded at cost, subject to an impairment charge
to the income statement for any other than temporary decline in value.

Investments in affiliates.The Companys equity in the earnings/(losses)
of affiliates is included in the statement of income and the Companys share
of net assets of affiliates is included in the balance sheet.

Shares issued by subsidiary/affiliate.The issuance of stock by a
subsidiary/affiliate to third parties reduces the proportionate ownership
interest in the investee. Unless the issuance of such stock is part of a
broader corporate reorganization or unless realization is not assured, the
Company recognizes a gain or loss, equal to the difference between the
issuance price per share and the Companys carrying amount per share. Such
gain or loss is recognized in the statement of income when the transaction
occurs.

Property, plant and equipment.Property, plant and equipment are stated
at cost. The Company depreciates property, plant and equipment over the
estimated useful life using the straight-line method. Assets under capital
lease are amortized over their estimated useful life or the lease term, as
appropriate. The estimated useful lives of assets are as follows:

|                                  |  |               
|--------------------------------- |  | --------------
|Buildings                         |  | 30 to 60 years
|Plant and machinery               |  | 2 to 21 years 
|Furniture, fixtures and equipment |  | 2 to 5 years  
|Vehicles                          |  | 4 years       
|Computer software                 |  | 2 years       

Software for internal use is primarily acquired from third-party vendors
and is in ready to use condition. Costs for acquiring this software are
capitalized and subsequent costs are charged to the statement of income. The
capitalized costs are amortized on a straight-line basis over the estimated
useful life of the software.

Deposits paid towards the acquisition of property, plant and equipment
outstanding as of each balance sheet date and the cost of property, plant and
equipment not ready for use before such date are disclosed under capital
work-in-progress. The interest cost incurred for funding an asset during its
construction period is capitalized based on the actual investment in the asset
and the average cost of funds. The capitalized interest is included in the
cost of the relevant asset and is depreciated over the estimated useful life
of the asset.

Business combinations, goodwill and intangible assets.In June 2001, the
Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 141, Business Combinations, which requires that
the purchase method of accounting be used for all business combinations after
June 30, 2001. SFAS No. 141 also specifies the criteria that intangible assets
acquired in a purchase method business combination need to meet to be
recognized and reported apart from goodwill, noting that any purchase price
allocated to an assembled workforce may not be accounted separately.





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##### Table of Contents



On April 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets. Adoption of SFAS No. 142 did not result in reclassification
of existing goodwill and intangible assets. As required by SFAS No. 142, the
Company identified its reporting units and assigned assets and liabilities,
including goodwill to the reporting units on the date of adoption.
Subsequently, the Company compared the fair value of the reporting unit to its
carrying value, to determine whether goodwill is impaired at the date of
adoption. This transitional impairment evaluation did not indicate an
impairment loss. The carrying value of the goodwill on the date of adoption was
Rs. 656,240. Subsequent to the adoption of SFAS No. 142, the Company does not
amortize goodwill but instead tests goodwill for impairment at least annually.

Reported income from continuing operations, net income and basic and
diluted earnings per share excluding the impact of amortization of goodwill,
for all periods presented would have been as follows :

|                                               |  |                      |           |      |  |      |           |  |  |     |           | 
|---------------------------------------------- |  | -------------------- | --------- | ---- |  | ---- | --------- |  |  | --- | --------- | 
|                                               |  | Year ended March 31,
|                                               |  |                     
|                                               |  | 2001                 |           | 2002 |  | 2003
|                                               |  |                      |           |      |  |     
|Income from continuing operations, as reported |  | Rs.                  | 6,437,415 |      |  | Rs.  | 8,411,492 |  |  | Rs. | 8,476,620 | 
|Add : Amortization of goodwill                 |  |                      | 45,389    |      |  |      | 175,317   |  |  |     |          | 
|                                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Income from continuing operations, adjusted    |  | Rs.                  | 6,482,804 |      |  | Rs.  | 8,586,809 |  |  | Rs. | 8,476,620 | 
|                                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Earnings per share : Basic                     |  |                      |           |      |  |      |           |  |  |     |           | 
|Continuing operations, as reported             |  | Rs.                  | 28.07     |      |  | Rs.  | 36.39     |  |  | Rs. | 36.66     | 
|Add : Amortization of goodwill                 |  |                      | 0.20      |      |  |      | 0.76      |  |  |     |          | 
|                                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Continuing operations, adjusted                |  | Rs.                  | 28.27     |      |  | Rs.  | 37.15     |  |  | Rs. | 36.66     | 
|                                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Earnings per share : Diluted                   |  |                      |           |      |  |      |           |  |  |     |           | 
|Continuing operations, as reported             |  | Rs.                  | 27.84     |      |  | Rs.  | 36.33     |  |  | Rs. | 36.60     | 
|Add : Amortization of goodwill                 |  |                      | 0.20      |      |  |      | 0.76      |  |  |     |          | 
|                                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Continuing operations, adjusted                |  | Rs.                  | 28.04     |      |  | Rs.  | 37.09     |  |  | Rs. | 36.60     | 
|                                               |  |                      |           |      |  |      |           |  |  |     |           | 

|                               |  |                      |           |      |  |      |           |  |  |     |           | 
|------------------------------ |  | -------------------- | --------- | ---- |  | ---- | --------- |  |  | --- | --------- | 
|                               |  | Year ended March 31,
|                               |  |                     
|                               |  | 2001                 |           | 2002 |  | 2003
|                               |  |                      |           |      |  |     
|Net income, as reported        |  | Rs.                  | 6,455,214 |      |  | Rs.  | 8,329,978 |  |  | Rs. | 8,099,075 | 
|Add : Amortization of goodwill |  |                      | 45,389    |      |  |      | 175,317   |  |  |     |          | 
|                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Net income, adjusted           |  | Rs.                  | 6,500,603 |      |  | Rs.  | 8,505,295 |  |  | Rs. | 8,099,075 | 
|                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Earnings per share : Basic     |  |                      |           |      |  |      |           |  |  |     |           | 
|Net income, as reported        |  | Rs.                  | 28.15     |      |  | Rs.  | 36.04     |  |  | Rs. | 35.03     | 
|Add : Amortization of goodwill |  |                      | 0.20      |      |  |      | 0.76      |  |  |     |          | 
|                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Net income, adjusted           |  | Rs.                  | 28.35     |      |  | Rs.  | 36.80     |  |  | Rs. | 35.03     | 
|                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Earnings per share : Diluted   |  |                      |           |      |  |      |           |  |  |     |           | 
|Net income, as reported        |  | Rs.                  | 27.91     |      |  | Rs.  | 35.98     |  |  | Rs. | 34.97     | 
|Add : Amortization of goodwill |  |                      | 0.20      |      |  |      | 0.76      |  |  |     |          | 
|                               |  |                      |           |      |  |      |           |  |  |     |           | 
|Net income, adjusted           |  | Rs.                  | 28.11     |      |  | Rs.  | 36.74     |  |  | Rs. | 34.97     | 
|                               |  |                      |           |      |  |      |           |  |  |     |           | 

Intangible assets acquired individually, with a group of other assets or
in a business combination are carried at cost less accumulated amortization.
The intangible assets are amortized over their estimated useful lives in
proportion to the economic benefits consumed in each period. The estimated
useful lives of the intangible assets are as follows :

|                              |  |  |     |  |  |       |  | 
|----------------------------- |  |  | --- |  |  | ----- |  | 
|Customer-related intangibles  |  |  | 2-5 |  |  | years
|Marketing-related intangibles |  |  | 2   |  |  | years
|Technology-based intangibles  |  |  | 5   |  |  | years

Start-up costs. Cost of start-up activities including organization costs
are expensed as incurred.

Research and development. Revenue expenditure on research and development
is expensed as incurred. Capital expenditure incurred on equipment and
facilities that are acquired or constructed for research and development
activities and having alternative future uses, is capitalized as tangible
assets when acquired or constructed. Software product development costs are
expensed as incurred until technological feasibility is achieved.





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##### Table of Contents



Impairment or disposal of long-lived assets. Effective April 1, 2002, the
Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, which addresses financial accounting and reporting for the
impairment or disposal of long-lived assets. While SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of, it retains the fundamental provisions of SFAS No. 121.

SFAS No. 144 also supersedes the accounting and reporting provisions of
Accounting Principles Board (APB) Opinion No. 30, Reporting the Results of Operations  Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions, for the disposal of a segment
of a business. However, SFAS No. 144 retains the requirement of APB Opinion No.
30 to separately report discontinued operations and extends that reporting to a
component of an entity that an entity has disposed of, or classified as
held-for-sale. SFAS No. 144 requires that the Company measures long-lived
assets held-for-sale, at the lower of carrying amount or fair value, less costs
to sell. Similarly, under SFAS No. 144, discontinued operations are no longer
measured at net realizable value or include amounts for operating losses that
have not yet been incurred.

Earnings per share. In accordance with SFAS No. 128, Earnings Per Share,
basic earnings per share is computed using the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
computed using the weighted average number of common and dilutive common
equivalent shares outstanding during the period, using the treasury stock
method for options and warrants, except where the results would be
antidilutive.

Income taxes. Income taxes are accounted for using the asset and liability
method. Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss carry-forwards. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment date.
The measurement of deferred tax assets is reduced, if necessary, by a valuation
allowance for any tax benefits of which future realization is uncertain.

Stock-based compensation.The Company uses the intrinsic value based
method of APB Opinion No. 25, Accounting for
Stock Issued to Employees, to account for its employee stock based compensation
plans. The Company has therefore adopted the pro forma disclosure provisions of
SFAS No. 123, Accounting for Stock-Based Compensation as amended by SFAS No.
148, Accounting for Stock-Based Compensation  Transition and Disclosure, an
amendment of FASB Statement No. 123.

Had compensation cost been determined in a manner consistent with the fair
value approach described in SFAS No. 123, the Companys net income and earnings
per share as reported would have been reduced to the pro forma amounts
indicated below :

|                                                                                                              |  |                      |            |      |  |      |            |   |  |     |            |  
|------------------------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | ---- |  | ---- | ---------- | - |  | --- | ---------- | -
|                                                                                                              |  | Year ended March 31,
|                                                                                                              |  |                     
|                                                                                                              |  | 2001                 |            | 2002 |  | 2003
|                                                                                                              |  |                      |            |      |  |     
|Net income, as reported                                                                                       |  | Rs.                  | 6,455,214  |      |  | Rs.  | 8,329,978  |   |  | Rs. | 8,099,075  |  
|Add : Stockbased employee compensation
expense included in reported net income,
net of tax effects           |  |                      | 73,440     |      |  |      | 67,185     |   |  |     | 45,366     |  
|Less : Stock-based employee compensation expense
determined under fair value based method,
net of tax effects |  |                      | (1,330,556 | )    |  |      | (1,985,297 | ) |  |     | (3,033,273 | )
|                                                                                                              |  |                      |            |      |  |      |            |   |  |     |            |  
|Pro forma net income                                                                                          |  | Rs.                  | 5,198,098  |      |  | Rs.  | 6,411,866  |   |  | Rs. | 5,111,168  |  
|                                                                                                              |  |                      |            |      |  |      |            |   |  |     |            |  
|Earnings per share : Basic                                                                                    |  |                      |            |      |  |      |            |   |  |     |            |  
|As reported                                                                                                   |  |                      | 28.15      |      |  |      | 36.04      |   |  |     | 35.03      |  
|Pro forma                                                                                                     |  |                      | 22.67      |      |  |      | 27.74      |   |  |     | 22.10      |  
|Earnings per share: Diluted                                                                                   |  |                      |            |      |  |      |            |   |  |     |            |  
|As reported                                                                                                   |  |                      | 27.91      |      |  |      | 35.98      |   |  |     | 34.97      |  
|Pro forma                                                                                                     |  |                      | 22.58      |      |  |      | 27.73      |   |  |     | 22.09      |  





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##### Table of Contents



The fair value of each option is estimated on the date of grant using the
Black-Scholes model with the following assumptions.

|                         |  |                      |      |           |  |           |      |   |  |  |     |   |  |  |  | 
|------------------------ |  | -------------------- | ---- | --------- |  | --------- | ---- | - |  |  | --- | - |  |  |  | 
|                         |  | Year ended March 31,
|                         |  |                     
|                         |  | 2001                 |      | 2002      |  | 2003      |      |   |  | 
|                         |  |                      |      |           |  |           |      |   |  | 
|Dividend yield           |  |                      | 0.03 | %         |  |           | 0.03 | % |  |  | 0.1 | %
|Expected life            |  | 42 months            |      | 42 months |  | 48 months
|Risk free interest rates |  |                      | 11   | %         |  |           | 8.5  | % |  |  | 7   | %
|Volatility               |  |                      | 45   | %         |  |           | 65   | % |  |  | 60  | %

Derivatives and hedge accounting.On April 1, 2001, the Company adopted
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities as
amended, when the rules became effective for companies with fiscal year ending
March 31.

The Company enters into forward foreign exchange contracts where the
counterparty is generally a bank. The Company purchases forward foreign
exchange contracts to mitigate the risk of changes in foreign exchange rates on
accounts receivable and forecasted cash flows denominated in certain foreign
currencies. Although these contracts are effective as hedges from an economic
perspective, they do not qualify for hedge accounting under SFAS No. 133, as
amended. Any derivative that is either not designated as a hedge, or is so
designated but is ineffective per SFAS No. 133, is marked to market and
recognized in income immediately. No initial transition adjustments were
required to adopt SFAS No. 133.

Accounting change. Effective January 1, 2001, the Company adopted the
provisions of Staff Accounting Bulletin No. 101 (SAB 101) issued by the
Securities and Exchange Commission. The initial adoption resulted in a
cumulative catch up adjustment of Rs. 59,104, which is recorded as a charge to
income for the year ended March 31, 2001.

Recent accounting pronouncements.In August 2001, the FASB issued SFAS No.
143, Accounting for Asset Retirement Obligations. SFAS No. 143 requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. SFAS No. 143 is effective for fiscal years beginning after
June 15, 2002. Adoption of SFAS No. 143, will not have a material impact on the
consolidated financial statements of the Company.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements
No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical
Corrections. SFAS No. 145 provides for the rescission of several previously
issued accounting standards, new accounting guidance for the accounting for
certain lease modifications and various technical corrections that are not
substantive in nature to existing pronouncements. SFAS No. 145 was adopted
beginning January 1, 2003, except for the provisions relating to the amendment
of SFAS No.13, which were adopted for transactions occurring subsequent to May
15, 2002. Adoption of SFAS No. 145 did not have a material impact on the
consolidated financial statements of the Company.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
SFAS No. 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. Adoption of SFAS No. 146 did not have a
material impact on the consolidated financial statements of the Company.

In November 2002, the FASB issued FASB Interpretation (FIN) No. 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others. FIN No. 45 requires a guarantor
to include disclosure of certain obligations, and if applicable, at the
inception of the guarantee, recognize a liability for the fair value of certain
other obligations undertaken in issuing a guarantee. The recognition
requirements are effective for guarantees issued or modified after December 31,
2002. Adoption of FIN No. 45 did not have a material impact on the consolidated
financial statements of the Company. The disclosure provisions of FIN No. 45
have been adopted by the Company for the year ended March 31, 2003.

In November 2002, the EITF issued Issue No. 00-21, Accounting for Revenue Arrangements with
Multiple Deliverables. This issue addresses determination of whether an
arrangement involving more than one deliverable contains more than one unit of
accounting and how arrangement consideration should be measured and allocated
to the separate units of accounting. EITF Issue No. 00-21 is effective for
revenue arrangements entered into in fiscal periods beginning after June 15,
2003. Alternatively, the Company may elect to report the change in accounting
as a cumulative-effect adjustment. The Company believes that EITF Issue No.
00-21 may impact its current revenue recognition policy relating to certain
contracts for sale of goods, where a portion of the contract price allocable to
the goods is not payable until installation or a similar service is completed.
Further, the Company is evaluating the impact of adoption of EITF Issue No.
00-21 on its other revenue recognition policies.

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123.
SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to
Table of Contentsprovide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The disclosure provisions of
SFAS No. 148 are applicable for fiscal periods beginning after December 15,
2002. The Company continues to use the intrinsic value based method of APB
Opinion No. 25 to account for its employee stock based compensation plans. The
disclosure provisions of SFAS No. 148 have been adopted by the Company for the
year ended March 31, 2003.In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities - an interpretation of Accounting Research Bulletin No. 51.
FIN No. 46 is applicable to all variable interest entities created after
January 31, 2003. In respect of variable interest entities created before
February 1, 2003, FIN No. 46 will be applicable from fiscal periods beginning
after June 15, 2003. Adoption of FIN No. 46 will not have a material impact on
the consolidated financial statements of the Company.In April 2003, the FASB issued SFAS No. 149, Amendment of Statement No.
133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133. SFAS No. 149 is effective for contracts
entered into or modified after June 30, 2003 and for hedging relationships
designated after June 30, 2003. Adoption of SFAS No. 149 will not have a
material impact on the consolidated financial statements of the Company.Reclassifications.The Company has reclassified certain costs for the
years ended March 31, 2001 and 2002, between cost of revenues and operating
expenses, to conform to the current presentation. These reclassifications
reduced the previously reported gross profit by Rs. 189,740 and Rs. 224,290
respectively, which is not material. Certain other reclassifications have been
made to conform prior period data to current presentation. The above
reclassifications had no impact on reported net income or stockholders equity.
The Company has also reclassified cash
outflows on inter-corporate deposits during the years ended
March 31, 2001 and 2002, from net cash provided by
operating activities to net cash used in investing activities. These
reclassifications have increased the previously reported net cash provided by
operating activities and increased the net cash used in investing activities by
Rs. 1,052,000 and Rs. 1,013,091 respectively.3. AcquisitionsWipro Spectramind Services Private Limited (Spectramind)As of June 30, 2002, the Company held a 15% equity interest in
Spectramind, acquired for a consideration of Rs. 192,000. Additionally, the
Company held non-voting convertible preference shares acquired for a
consideration of Rs. 288,000, which were convertible into equity shares, on
occurrence of events specified in the shareholders agreement. As this voting
equity interest did not give Wipro the ability to exercise significant
influence over the operating and financial policies of Spectramind, the
investment was recorded at cost.In July 2002, the Company acquired a controlling equity interest in
Spectramind at an additional cost of Rs. 3,696,552. Consequent to this
acquisition, the Company held 89% of the outstanding equity shares of
Spectramind. Subsequently, the Company acquired the balance 11% of the
outstanding equity shares for Rs. 440,591. The results of operations of
Spectramind are consolidated in the Companys financial statements with effect
from July 1, 2002.Spectramind is a leading IT-Enabled Service provider in India providing
remote processing services to large global corporations in the US, UK,
Australia and other developed markets. The acquisition is intended to provide
a time to market advantage to the Company in addressing the Business Process
Outsourcing (BPO) services segment, strengthen the value proposition of being
an end-to-end outsourcing solution provider to large corporations and provide
synergistic benefits of being able to address the remote processing services
requirements of the existing customer base of the Company.The total purchase price has been allocated, based on managements
estimates and independent appraisals, to the acquired assets and liabilities
as follows :

|                              |  |            |           | 
|----------------------------- |  | ---------- | --------- | 
|Description                   |  | Fair value
|                              |  |           
|Net
tangible assets           |  | Rs.        | 705,904   | 
|Customer-related intangibles  |  |            | 387,000   | 
|Marketing-ralated intangibles |  |            | 34,300    | 
|Goodwill                      |  |            | 3,489,939 | 
|                              |  |            |           | 
|Total                         |  | Rs.        | 4,617,143 | 
|                              |  |            |           | 





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##### Table of Contents



Wipro Healthcare IT Limited (Wipro Healthcare IT)

In August 2002, Wipro acquired a 60% equity interest in Wipro Healthcare
IT, an India-based company engaged in the development of health care related
software, and the technology rights in the business of Wipro Healthcare IT for
an aggregate consideration of Rs. 180,776. On December 31, 2002, the Company
acquired the balance 40% equity interest in Wipro Healthcare IT for an
aggregate consideration of Rs. 96,980.

The Company intends to address the market for healthcare information
systems in India and South Asia through Wipro Healthcare IT. Further, the
Company intends to leverage the domain expertise of Wipro Healthcare IT in
addressing the outsourcing requirements of large corporations engaged in the
design, development and integration of healthcare information systems.

The total purchase price has been preliminarily allocated to the acquired
assets and liabilities as follows:

|                             |  |            |         | 
|---------------------------- |  | ---------- | ------- | 
|Description                  |  | Fair value
|                             |  |           
|Net
tangible assets          |  | Rs.        | 80,406  | 
|Technology-based intangibles |  |            | 34,300  | 
|Customer-related intangibles |  |            | 62,833  | 
|Goodwill                     |  |            | 100,217 | 
|                             |  |            |         | 
|Total                        |  | Rs.        | 277,756 | 
|                             |  |            |         | 

Global
Energy Practice (GEP)

On December 31, 2002, Wipro acquired the global energy practice of
American Management Systems for an aggregate consideration of Rs. 1,165,161.

The
Company intends to leverage the domain expertise of the GEP team
engaged in providing specialized IT services to clients in the energy
and utilities sector. The Company believes that this acquisition
enhances its ability
to deliver end-to-end IT solutions primarily in the areas of design
and maintenance of complex billing and settlement systems for energy
markets and systems and enterprise application integration services.

The total purchase price has been preliminarily allocated to the acquired
assets and liabilities as follows:

|                             |  |            |           | 
|---------------------------- |  | ---------- | --------- | 
|Description                  |  | Fair value
|                             |  |           
|Net
tangible assets          |  | Rs.        | 126,940   | 
|Customer-related intangibles |  |            | 98,000    | 
|Goodwill                     |  |            | 940,221   | 
|                             |  |            |           | 
|Total                        |  | Rs.        | 1,165,161 | 
|                             |  |            |           | 

The purchase consideration has been allocated on a preliminary basis
based on managements estimates and independent appraisals. However, certain
independent appraisers reports are yet to be received by the Company.
Finalization of the purchase price allocation, which is expected to be
completed in the next 3 months, may result in certain adjustments to the above
allocation.

Amortization of intangible assets

The estimated amortization schedule for the intangible assets, on a
straight line basis, for the next five years is set out below :

|                      |  |        |         | 
|--------------------- |  | ------ | ------- | 
|Year ending March 31, |  | Amount
|                      |  |       
|2004                  |  | Rs.    | 174,540 | 
|2005                  |  |        | 124,180 | 
|2006                  |  |        | 116,200 | 
|2007                  |  |        | 31,634  | 
|2008                  |  |        | 3,808   | 
|                      |  |        |         | 
|Total                 |  | Rs.    | 450,362 | 
|                      |  |        |         | 





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##### Table of Contents



Pro forma information (Unaudited)

The un-audited pro forma consolidated results of operations, as if the
above acquisitions had been made at the beginning of periods presented below is
as follows :

|                                                                                            |  |                      |            |      |  |     |            |  
|------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | ---- |  | --- | ---------- | -
|                                                                                            |  | Year ended March 31,
|                                                                                            |  |                     
|                                                                                            |  | 2002                 |            | 2003
|                                                                                            |  |                      |            |     
|Revenues                                                                                    |  | Rs.                  | 35,199,654 |      |  | Rs. | 44,118,866 |  
|                                                                                            |  |                      |            |      |  |     |            |  
|Income from continuing operations                                                           |  |                      | 8,384,556  |      |  |     | 8,580,185  |  
|Loss from operations of the discontinued corporate internet
services division, net of taxes |  |                      | (81,514    | )    |  |     | (377,545   | )
|                                                                                            |  |                      |            |      |  |     |            |  
|Net income                                                                                  |  | Rs.                  | 8,303,042  |      |  | Rs. | 8,202,640  |  
|                                                                                            |  |                      |            |      |  |     |            |  
|Earnings per share : Basic                                                                  |  |                      |            |      |  |     |            |  
|Continuing operations                                                                       |  |                      | 36.28      |      |  |     | 37.11      |  
|Net income                                                                                  |  | Rs.                  | 35.92      |      |  | Rs. | 35.48      |  
|                                                                                            |  |                      |            |      |  |     |            |  
|Earnings per share : Diluted                                                                |  |                      |            |      |  |     |            |  
|Continuing operations                                                                       |  |                      | 36.21      |      |  |     | 37.05      |  
|Net income                                                                                  |  | Rs.                  | 35.86      |      |  | Rs. | 35.42      |  
|                                                                                            |  |                      |            |      |  |     |            |  

The pro forma consolidated results of operations include adjustments to
give effect to amortization of acquired intangible assets other than goodwill,
and certain other adjustments together with related income tax effects. The
unaudited pro forma information is not necessarily indicative of the results of
operations that would have occurred had the purchase been made at the beginning
of the periods presented or the future results of the combined operations.

4. Discontinued Operations

Corporate Internet services (ISP) business

The Company was involved in the ISP business since 1999. For strategic
reasons, the Company decided to concentrate on its core businesses and as a
result in June 2002, the Company decided to exit this division and approved a
formal plan of disposal. In accordance with the plan, the Company has sold the
customer contracts, disposed a substantial portion of the long-lived assets,
settled the trade receivables and settled a portion of the outstanding vendor
obligations. The Company is in the process of disposing the balance long-lived
assets and settling the balance outstanding vendor obligations. The Company
currently expects to complete the disposal by May 31, 2003.

Upon approval of the plan of disposal, the related long-lived assets were
reported as held-for-sale and were measured at their fair value, less cost to
sell, which was lower than their carrying amount. The loss of Rs. 274,780
resulting from the write-down/sale of the long-lived assets is reported as a
loss on disposal. Proceeds from sale of customer contracts aggregating Rs.
28,660 have been reduced from the loss on disposal. The cost of settlement of
the vendor obligations aggregating Rs. 97,605 have been reported as other exit
costs.

The operations of the ISP division qualify as a component of an entity,
being an asset group. As the operations and cash flows of the component will be
eliminated from the ongoing operations as a result of the disposal transaction
and the Company will not have any significant continuing involvement in the
operations of the component after the disposal, the results of operations of
the ISP division are reported in discontinued operations for the current and
prior periods.

The result of operations of the discontinued ISP division comprise :

|                                                       |  |                     |          |      |  |      |          |   |  |     |          |  
|------------------------------------------------------ |  | ------------------- | -------- | ---- |  | ---- | -------- | - |  | --- | -------- | -
|                                                       |  | Year ended March 31
|                                                       |  |                    
|                                                       |  | 2001                |          | 2002 |  | 2003
|                                                       |  |                     |          |      |  |     
|Revenue                                                |  | Rs.                 | 144,242  |      |  | Rs.  | 508,019  |   |  | Rs. | 67,259   |  
|Operating costs                                        |  |                     | (145,074 | )    |  |      | (634,790 | ) |  |     | (260,057 | )
|Other exit costs                                       |  |                     |         |      |  |      |         |   |  |     | (97,605  | )
|Loss on disposal                                       |  |                     |         |      |  |      |         |   |  |     | (246,120 | )
|                                                       |  |                     |          |      |  |      |          |   |  |     |          |  
|Gain/(loss) from discontinued ISP business             |  |                     | (832     | )    |  |      | (126,771 | ) |  |     | (536,523 | )
|Income tax benefit                                     |  |                     |         |      |  |      | 45,257   |   |  |     | 158,978  |  
|                                                       |  |                     |          |      |  |      |          |   |  |     |          |  
|Gain/(loss) from discontinued ISP business,
net of tax |  | Rs.                 | (832     | )    |  | Rs.  | (81,514  | ) |  | Rs. | (377,545 | )
|                                                       |  |                     |          |      |  |      |          |   |  |     |          |  





---



##### Table of Contents



Financial services business

The Company was involved in the financial services business through Wipro
Finance, a wholly owned subsidiary. In March 1999, the Company decided to exit
the financial services business and approved a formal plan for winding down the
operations of this business. In December 1999, the Company sold 50% of its
equity interest in Wipro Finance. During the year ended March 31, 2001, the
Company sold the remaining 50% equity interest in Wipro Finance. The tax
benefit of Rs. 77,735 arising on this sale has been reported separately as a
component of discontinued operations.

5. Cash and Cash Equivalents

Cash and cash equivalents as of March 31, 2002 and 2003 comprise of cash,
cash on deposit with banks and highly liquid money market instruments.

6. Accounts Receivable

Accounts receivable as of March 31, 2002 and 2003 are stated net of
allowance for doubtful accounts. The Company maintains an allowance for
doubtful accounts based on present and prospective financial condition of its
customers and aging of the accounts receivable. Accounts receivable are
generally not collateralized.

The activity in the allowance for doubtful accounts receivable is given
below :

|                                       |  |                      |         |      |  |     |         |  
|-------------------------------------- |  | -------------------- | ------- | ---- |  | --- | ------- | -
|                                       |  | Year ended March 31,
|                                       |  |                     
|                                       |  | 2002                 |         | 2003
|                                       |  |                      |         |     
|Balance at the beginning of the period |  | Rs.                  | 297,884 |      |  | Rs. | 491,644 |  
|Additional provision during the period |  |                      | 250,867 |      |  |     | 153,190 |  
|Bad debts charged to provision         |  |                      | (57,107 | )    |  |     | (45,947 | )
|                                       |  |                      |         |      |  |     |         |  
|Balance at the end of the period       |  | Rs.                  | 491,644 |      |  | Rs. | 598,887 |  
|                                       |  |                      |         |      |  |     |         |  

7. Inventories

Inventories consist of the following :

|                             |  |                 |           |      |  |     |           | 
|---------------------------- |  | --------------- | --------- | ---- |  | --- | --------- | 
|                             |  | As of March 31,
|                             |  |                
|                             |  | 2002            |           | 2003
|                             |  |                 |           |     
|Stores and spare parts       |  | Rs.             | 31,425    |      |  | Rs. | 25,951    | 
|Raw materials and components |  |                 | 453,018   |      |  |     | 398,216   | 
|Work-in-process              |  |                 | 84,722    |      |  |     | 119,028   | 
|Finished goods               |  |                 | 832,981   |      |  |     | 906,303   | 
|                             |  |                 |           |      |  |     |           | 
|                             |  | Rs.             | 1,402,146 |      |  | Rs. | 1,449,498 | 
|                             |  |                 |           |      |  |     |           | 

Finished goods as of March 31, 2002 and 2003 include inventory of Rs.
467,546 and Rs. 438,972 respectively, with customers pending installation.

8. Other Assets

Other assets consist of the following :

|                                    |  |                 |            |      |  |     |            |  
|----------------------------------- |  | --------------- | ---------- | ---- |  | --- | ---------- | -
|                                    |  | As of March 31,
|                                    |  |                
|                                    |  | 2002            |            | 2003
|                                    |  |                 |            |     
|Prepaid expenses                    |  | Rs.             | 748,142    |      |  | Rs. | 1,276,650  |  
|Advances to suppliers               |  |                 | 68,917     |      |  |     | 94,741     |  
|Balances with statutory authorities |  |                 | 38,821     |      |  |     | 16,699     |  
|Deposits                            |  |                 | 533,247    |      |  |     | 638,472    |  
|Inter-corporate deposits            |  |                 |            |      |  |     |            |  
|GE Capital Services India           |  |                 | 819,891    |      |  |     | 258,803    |  
|ICICI Limited                       |  |                 | 1,245,200  |      |  |     |           |  
|Citicorp Financial Services Limited |  |                 |           |      |  |     | 27,000     |  
|Advance income taxes                |  |                 | 311,257    |      |  |     | 872,974    |  
|Others                              |  |                 | 463,998    |      |  |     | 438,265    |  
|                                    |  |                 |            |      |  |     |            |  
|                                    |  |                 | 4,229,473  |      |  |     | 3,623,604  |  
|Less : Current assets               |  |                 | (3,481,308 | )    |  |     | (2,535,809 | )
|                                    |  |                 |            |      |  |     |            |  
|                                    |  | Rs.             | 748,165    |      |  | Rs. | 1,087,795  |  
|                                    |  |                 |            |      |  |     |            |  





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##### Table of Contents





|9. |  | Investment Securities                          
|-- |  | -----------------------------------------------
|  
|   |  | Investment securities consist of the following:



|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|-------------------- | ----------------------------- | --- | -------------------- | --------- | ------- | --- | ---------- | ------ |  | --- | --------- | --------- | 
|                     |                               |     | As of March 31, 2002
|                     |                               |     |                     
|                     |                               |     |                      |           |         |     | Gross      |        |  |     |          
|                     |                               |     |                      |           |         |     | Unrealized |        |  |     |          
|                     |                               |     | Carrying             |           | Holding |     |            |        | 
|                     |                               |     | Value                |           | Gains   |     | Fair Value
|                     |                               |     |                      |           |         |     |           
|Available-for-sale : |                               |     |                      |           |         |     |            |        |  |     |           |          
|                     | Equity securities             |     | Rs.                  | 233       |         |     | Rs.        | 1,623  |  |     | Rs.       | 1,856     | 
|                     | Debt securities               |     |                      | 4,962,102 |         |     |            | 79,376 |  |     |           | 5,041,478 | 
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|                     |                               |     | 4,962,335            |           |         |     | 80,999     |        |  |     | 5,043,334 |          
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|Held-to-maturity:    |                               |     |                      |           |         |     |            |        |  |     |           |          
|                     | Debt securities               |     |                      | 90,833    |         |     |            | 3,108  |  |     |           | 93,941    | 
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|                     |                               |     | 90,833               |           |         |     | 3,108      |        |  |     | 93,941    |          
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|Unquoted :           |                               |     |                      |           |         |     |            |        |  |     |           |          
|                     | Equity securities             |     |                      | 144,300   |         |     |            |       |  |     |           | 144,300   | 
|                     | Convertible preference shares |     |                      | 215,700   |         |     |            |       |  |     |           | 215,700   | 
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|                     |                               |     | 360,000              |           |         |     |           |        |  |     | 360,000   |          
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 
|                     |                               | Rs. | 5,413,168            |           |         | Rs. | 84,107     |        |  | Rs. | 5,497,275 |          
|                     |                               |     |                      |           |         |     |            |        |  |     |           |           | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|-------------------- | ----------------------------- | --- | -------------------- | ------- | ------- | --- | ---------- | ----- | ---------- | --- | ------- | ------- | - | --- | ------- | ------- | 
|                     |                               |     | As of March 31, 2003
|                     |                               |     |                     
|                     |                               |     |                      |         |         |     | Gross      |       | Gross      |     |         |         |  
|                     |                               |     |                      |         |         |     | Unrealized |       | Unrealized |     |         |         |  
|                     |                               |     | Carrying             |         | Holding |     | Holding    |       |            |     |        
|                     |                               |     | Value                |         | Gains   |     | Losses     |       | Fair Value
|                     |                               |     |                      |         |         |     |            |       |           
|Available-for-sale : |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |        
|                     | Equity securities             |     | Rs.                  | 207     |         |     | Rs.        | 1,400 |            |     | Rs.     |        |   |     | Rs.     | 1,607   | 
|                     | Debt securities               |     |                      | 492,478 |         |     |            |      |            |     |         | (15,068 | ) |     |         | 477,410 | 
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|                     |                               |     | 492,685              |         |         |     | 1,400      |       |            |     | (15,068 | )       |   |     | 479,017 |        
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|Held-to-maturity:    |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |        
|                     | Debt securities               |     |                      | 47,952  |         |     |            |      |            |     |         |        |   |     |         | 47,952  | 
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|                     |                               |     | 47,952               |         |         |     |           |       |            |     |        |         |   |     | 47,952  |        
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|Unquoted :           |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |        
|                     | Equity securities             |     |                      |        |         |     |            |      |            |     |         |        |   |     |         |        | 
|                     | Convertible preference shares |     |                      |        |         |     |            |      |            |     |         |        |   |     |         |        | 
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|                     |                               |     |                     |         |         |     |           |       |            |     |        |         |   |     |        |        
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 
|                     |                               | Rs. | 540,637              |         |         | Rs. | 1,400      |       |            | Rs. | (15,068 | )       |   | Rs. | 526,969 |        
|                     |                               |     |                      |         |         |     |            |       |            |     |         |         |   |     |         |         | 

Held-to-maturity debt securities as of March 31, 2003, mature within a
year.

Dividends from available for sale securities during the years ended March
31, 2001, 2002 and 2003 were Rs. 14, Rs. 36 and Rs. 30 respectively, and are
included in other income.



|10. |  | Property, Plant and Equipment                           
|--- |  | --------------------------------------------------------
|   
|    |  | Property, plant and equipment consist of the following :

|                                          |  |                 |            |      |  |     |            |  
|----------------------------------------- |  | --------------- | ---------- | ---- |  | --- | ---------- | -
|                                          |  | As of March 31,
|                                          |  |                
|                                          |  | 2002            |            | 2003
|                                          |  |                 |            |     
|Land                                      |  | Rs.             | 370,079    |      |  | Rs. | 530,037    |  
|Buildings                                 |  |                 | 1,585,515  |      |  |     | 2,210,427  |  
|Plant and machinery                       |  |                 | 5,469,300  |      |  |     | 6,569,392  |  
|Furniture, fixtures and equipment         |  |                 | 1,264,870  |      |  |     | 1,551,629  |  
|Vehicles                                  |  |                 | 420,843    |      |  |     | 566,714    |  
|Computer software for internal use        |  |                 | 742,305    |      |  |     | 1,053,065  |  
|Capital work-in-progress                  |  |                 | 1,116,082  |      |  |     | 1,006,892  |  
|                                          |  |                 |            |      |  |     |            |  
|                                          |  |                 | 10,968,994 |      |  |     | 13,488,156 |  
|Accumulated depreciation and amortization |  |                 | (4,707,137 | )    |  |     | (6,178,372 | )
|                                          |  |                 |            |      |  |     |            |  
|                                          |  | Rs.             | 6,261,857  |      |  | Rs. | 7,309,784  |  
|                                          |  |                 |            |      |  |     |            |  

Depreciation expense for the years ended March 31, 2001, 2002 and 2003, is
Rs. 975,395, Rs. 1,289,988 and Rs. 1,531,707 respectively. This includes Rs.
140,624, Rs. 204,492 and Rs. 210,889 as amortization of capitalized internal
use software, during the years ended March 31, 2001, 2002 and 2003,
respectively.





---



##### Table of Contents





|11.                                                                                                                                        |  | Goodwill and Intangible Assets
|------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------
|                                                                                                                                          
|Information regarding the Companys intangible assets acquired either
individually or in a business combination consist of the following :

|                              |  |                 |     |              |  |     |     |        |  |              |     |             |  |     |         |  |  |     |         |  |  |     |         | 
|----------------------------- |  | --------------- | --- | ------------ |  | --- | --- | ------ |  | ------------ | --- | ----------- |  | --- | ------- |  |  | --- | ------- |  |  | --- | ------- | 
|                              |  | As of March 31,
|                              |  |                
|                              |  | 2002            |     | 2003        
|                              |  |                 |     |             
|                              |  | Gross           |     |              |  |     |     |        |  |              |     | Gross       |  |     |         |  |  |     |         | 
|                              |  | carrying        |     | Accumulated  |  |     |     |        |  | carrying     |     | Accumulated |  |     |         | 
|                              |  | amount          |     | amortization |  | Net |     | amount |  | amortization |     | Net        
|                              |  |                 |     |              |  |     |     |        |  |              |     |            
|Technology-based intangibles  |  | Rs.             |    |              |  | Rs. |    |        |  | Rs.          |    |             |  | Rs. | 34,300  |  |  | Rs. | 4,790   |  |  | Rs. | 29,510  | 
|Customer-related intangibles  |  |                 |    |              |  |     |    |        |  |              |    |             |  |     | 547,833 |  |  |     | 149,651 |  |  |     | 398,182 | 
|Marketing-related intangibles |  |                 |    |              |  |     |    |        |  |              |    |             |  |     | 34,300  |  |  |     | 11,630  |  |  |     | 22,670  | 
|Others                        |  |                 | 950 |              |  |     | 700 |        |  |              | 250 |             |  |     | 950     |  |  |     | 950     |  |  |     |        | 
|                              |  |                 |     |              |  |     |     |        |  |              |     |             |  |     |         |  |  |     |         |  |  |     |         | 
|                              |  | Rs.             | 950 |              |  | Rs. | 700 |        |  | Rs.          | 250 |             |  | Rs. | 617,383 |  |  | Rs. | 167,021 |  |  | Rs. | 450,362 | 
|                              |  |                 |     |              |  |     |     |        |  |              |     |             |  |     |         |  |  |     |         |  |  |     |         | 

The movement in goodwill balance is given below :

|                                                                |  |                           |           | 
|--------------------------------------------------------------- |  | ------------------------- | --------- | 
|                                                                |  | Year ended March 31, 2003
|                                                                |  |                          
|Balance at the beginning of the period                          |  | Rs.                       | 656,240   | 
|Goodwill relating to acquisitions consummated during the period |  |                           | 4,530,377 | 
|                                                                |  |                           |           | 
|Balance at the end of the period                                |  | Rs.                       | 5,186,617 | 
|                                                                |  |                           |           | 

Goodwill as of March 31, 2003 has been allocated to the following reporting
units :

|                        |  |                                            |                      |     |           |     |           | 
|----------------------- |  | ------------------------------------------ | -------------------- | --- | --------- | --- | --------- | 
|Reporting unit          |  | Segment                                    | As of March 31, 2003
|                        |  |                                            |                     
|Wipro Infotech Services |  | India and AsiaPac IT Services and Products |                      | Rs. | 656,240   |    
|IT-Enabled Services     |  | IT-Enabled Services                        |                      |     | 3,489,939 |    
|Wipro Healthcare IT     |  | HealthScience                              |                      |     | 100,217   |    
|Enterprise Services     |  | Global IT Services and Products            |                      |     | 940,221   |    
|                        |  |                                            |                      |     |           |     |           | 
|                        |  |                                            |                      |     |           | Rs. | 5,186,617 | 
|                        |  |                                            |                      |     |           |     |           | 

Goodwill
of Rs. 940,221 relating to the Enterprise Services reporting unit is
expected to be fully deductible for tax purposes.



|12. |  | Other Current Liabilities                           
|--- |  | ----------------------------------------------------
|   
|    |  | Other current liabilities consist of the following :

|                       |  |                 |         |      |  |     |         | 
|---------------------- |  | --------------- | ------- | ---- |  | --- | ------- | 
|                       |  | As of March 31,
|                       |  |                
|                       |  | 2002            |         | 2003
|                       |  |                 |         |     
|Statutory dues payable |  | Rs.             | 357,822 |      |  | Rs. | 406,013 | 
|Taxes payable          |  |                 | 72,707  |      |  |     | 48,134  | 
|Warranty obligations   |  |                 | 292,052 |      |  |     | 293,260 | 
|Others                 |  |                 | 56,938  |      |  |     | 47,866  | 
|                       |  |                 |         |      |  |     |         | 
|                       |  | Rs.             | 779,519 |      |  | Rs. | 795,273 | 
|                       |  |                 |         |      |  |     |         | 

The activity in warranty obligations is given below :

|                                       |  |                           |          |  
|-------------------------------------- |  | ------------------------- | -------- | -
|                                       |  | Year ended March 31, 2003
|                                       |  |                          
|Balance at the beginning of the period |  | Rs.                       | 292,052  |  
|Additional provision during the period |  |                           | 299,154  |  
|Reduction due to payments              |  |                           | (297,946 | )
|                                       |  |                           |          |  
|Balance at the end of the period       |  | Rs.                       | 293,260  |  
|                                       |  |                           |          |  





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##### Table of Contents





|13. |  | Operating Leases
|--- |  | ----------------

The Company leases office and residential facilities under cancelable
operating lease agreements that are renewable on a periodic basis at the
option of both the lessor and the lessee. Rental expense under such leases was
Rs. 277,018, Rs.320,029 and Rs. 345,898 for the years ended March 31, 2001,
2002 and 2003, respectively.

Prepaid expenses as of March 31, 2002 and 2003 include Rs. 214,838 and
Rs. 211,331 respectively, being prepaid operating lease rentals for land
obtained on lease for a period of 60 years. The prepaid expense is being
charged over the lease term.



|14. |  | Investments in Affiliates
|--- |  | -------------------------

Wipro GE Medical Systems (Wipro GE)

The Company has accounted for its 49% interest in Wipro GE by the equity
method. The carrying value of the investment in Wipro GE as of March 31, 2002
and 2003, was Rs.820,849 and Rs. 400,599 respectively. The Companys equity in
the income of Wipro GE for year ended March 31, 2001 and 2002 was Rs. 184,315,
Rs. 234,100 and the Companys equity in the losses of Wipro GE for year ended
March 31, 2003 was Rs. 371,250.

WeP Peripherals

The Company has accounted for its 39.7% interest in WeP Peripherals by the
equity method. The carrying value of the equity investment in WeP Peripherals
as of March 31, 2002 and 2003, was Rs.77,470 and Rs. 133,470 respectively. The
Companys equity in the income of WeP Peripherals for the year ended March 31,
2001, 2002 and 2003 was Rs. 10,530, Rs. 23,676 and Rs. 16,000 respectively.

Wipro Net

The Company held a 55 % equity interest in Wipro Net. As the minority
shareholders of Wipro Net had significant participating rights, Wipro Net was
accounted for by equity method. The Companys equity in the loss of Wipro Net
for the year ended March 31, 2001 was Rs. 135,893. In December 2000, the
Company acquired the 45% minority interest in Wipro Net.

NetKracker

In December 2000, the Company established NetKracker by transferring its
retail internet business. A strategic investor acquired a 51% equity interest
in the entity with Wipro retaining the balance 49%. Additionally, Wipro
acquired convertible preference shares in NetKracker. The Companys equity in
the loss of NetKracker for the years ended March 31, 2001 and 2002 was Rs.
112,133 and Rs. 110,698 respectively.

In March 2002, Wipro and the strategic investor entered into certain
agreements whereby the convertible preference shares were converted to common
stock increasing Wipros equity interest from 49% to 79%. Additionally, Wipro
would acquire 19% equity interest in NetKracker from the strategic investor
for a cash consideration of Rs. 30,000 and a contingent consideration that is
payable on occurrence of specified events. The Company determined that the
events that trigger contingent payments are within its control and no
contingent consideration will be payable under the arrangement.

The transaction was accounted for as a purchase business combination.
Prior to the acquisition, NetKracker had a deferred tax asset of Rs. 135,000
for carry-forward business losses, for which a valuation allowance had been
established due to the significant uncertainty on realization on a standalone
basis. Subsequent to the acquisition, the Company will fully utilize the
benefit of the carryforward business losses and accordingly the valuation
allowance was reversed. The amounts assigned to the net assets of NetKracker
exceeded the cost of acquisition. This excess was initially used to reduce the
amounts allocable to certain eligible assets and the remaining excess of Rs.
96,000 was reported as a component of other income. As the remaining excess
was not material it was not reported as an extraordinary gain.



|15. |  | Financial Instruments and Concentration of Risk
|--- |  | -----------------------------------------------

Concentration of risk. Financial instruments that potentially subject the
Company to concentrations of credit risk consist principally of cash and cash
equivalents, investment securities, accounts receivable and inter-corporate
deposits. The Companys cash resources are invested with financial
institutions and commercial corporations with high investment grade credit
ratings. Limits have been established by the Company as to the maximum amount
of cash that may be invested with any such single entity. To reduce its credit
risk, the Company performs ongoing credit evaluations of customers. No single
customer accounted for 10% or more of the revenues/accounts receivable as
of/for the year ended March 31, 2002 and 2003.

Derivative financial instruments. The Company enters into forward foreign
exchange contracts, where the counterparty is generally a bank. The Company
considers the risks of non-performance by the counterparty as non-material.
The following table presents the aggregate contracted principal amounts of the
Companys derivative financial instruments outstanding:





---



##### Table of Contents



|                  |  |                      |  |      |       |               
|----------------- |  | -------------------- |  | ---- | ----- | --------------
|                  |  | As of March 31,     
|                  |  |                     
|                  |  | 2002                 |  | 2003
|                  |  |                      |  |     
|Forward contracts |  | $62.8 million (sell) |  | $    | 113.5 | million (sell)
|                  |  | -                    |  | £    | 2.5   | million (sell)

The foreign forward exchange contracts mature between one to twelve months.



|16. |  | Borrowings from Banks
|--- |  | ---------------------

The Company has a line of credit of Rs. 2,650,000 from its bankers for
working capital requirements. The line of credit is renewable annually. The
credit bears interest at the prime rate of the bank, which averaged 12.8%,
12.2% and 12.7% in the years ended March 31, 2001, 2002 and 2003,
respectively. The facilities are secured by inventories, accounts receivable
and certain property and contain financial covenants and restrictions on
indebtedness.



|17. |  | Long-term Debt
|--- |  | --------------

Long-term debt consist of the following :



|                                                       |  |                 |         |      |  |     |         |  
|------------------------------------------------------ |  | --------------- | ------- | ---- |  | --- | ------- | -
|                                                       |  | As of March 31,
|                                                       |  |                
|                                                       |  | 2002            |         | 2003
|                                                       |  |                 |         |     
|Rupee term loans from banks and financial
institutions |  | Rs.             | 48,200  |      |  | Rs. | 28,200  |  
|Others                                                 |  |                 | 60,563  |      |  |     | 67,124  |  
|                                                       |  |                 |         |      |  |     |         |  
|                                                       |  |                 | 108,763 |      |  |     | 95,324  |  
|Less: Current portion                                  |  |                 | (21,355 | )    |  |     | (29,555 | )
|                                                       |  |                 |         |      |  |     |         |  
|                                                       |  | Rs.             | 87,408  |      |  | Rs. | 65,769  |  
|                                                       |  |                 |         |      |  |     |         |  

All long-term debt is secured by a specific charge over the property,
plant and equipment of the Company and contains certain financial covenants and
restrictions on indebtedness.

An interest rate profile of the long-term debt is given below :



|                                                       |  |                 |      |      |  |  |      |  
|------------------------------------------------------ |  | --------------- | ---- | ---- |  |  | ---- | -
|                                                       |  | As of March 31,
|                                                       |  |                
|                                                       |  | 2002            |      | 2003
|                                                       |  |                 |      |     
|Rupee term loans from banks and financial institutions |  |                 | 14.2 | %    |  |  | 14.2 | %

A maturity profile of the long-term debt outstanding as
of March 31, 2003, is set out below :



| | 
| | 

|Maturing in the
year ending March 31 : |  |     |       
|-------------------------------------- |  | --- | ------
|2004                                   |  | Rs. | 29,555
|2005                                   |  |     | 105   
|2006                                   |  |     | 2,223 
|2007                                   |  |     | 5,293 
|Thereafter                             |  |     | 58,148
|                                       |  |     |       
|                                       |  | Rs. | 95,324
|                                       |  |     |       



|18. |  | Equity Shares and Dividends
|--- |  | ---------------------------

The Company presently has only one class of equity shares. For all
matters submitted to vote in the shareholders meeting, every holder of equity
shares, as reflected in the records of the Company on the date of the
shareholders meeting shall have one vote in respect of each share held.

In October 2000, the Company made a public offering of its American
Depositary Shares, or ADSs, to international investors. The offering consisted
of 3,162,500 ADSs representing 3,162,500 equity shares, at an offering price
of $ 41.375 per ADS. The equity shares represented by the ADS carry similar
rights as to voting and dividends as the other equity shares.

Should the Company declare and pay dividend, such dividend will be paid
in Indian rupees. Indian law mandates that any dividend, exceeding 10% of the
equity shares, can be declared out of distributable profits only after the
transfer of upto 10% of net income computed in accordance with current
regulations to a general reserve. Also, the remittance of dividends outside
India is governed by Indian law on foreign exchange. Dividend payments are
also subject to applicable taxes.





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##### Table of Contents



In the event of liquidation of the affairs of the Company, all
preferential amounts, if any, shall be discharged by the Company. The remaining
assets of the Company, after such discharge, shall be distributed to the
holders of equity shares in proportion to the number of shares held by them.

The Company paid cash dividends of Rs. 75,121, Rs. 128,534 and Rs.
232,466 during the years ended March 31, 2001, 2002 and 2003. The dividends
per share were Rs. 0.30 during the year ended March 31, 2001, Rs. 0.50 during
the year ended March 31, 2002 and Rs. 1.00 during the year ended March 31,
2003.



|19. |  | Retained Earnings
|--- |  | -----------------

The Companys retained earnings as of March 31, 2002 and 2003, include
restricted retained earnings of Rs. 259,538, which is not distributable as
dividends under Indian company laws. These relate to requirements regarding
earmarking a part of the retained earnings on redemption of preference shares.

Retained earnings as of March 31, 2002 and 2003, also include Rs. 794,719
and Rs. 390,469, respectively, of undistributed earnings in equity of
affiliates.



|20. |  | Other Income, Net
|--- |  | -----------------

Other income consists of the following:

|                                           |  |                     |        |      |  |      |         |  |  |     |         | 
|------------------------------------------ |  | ------------------- | ------ | ---- |  | ---- | ------- |  |  | --- | ------- | 
|                                           |  | Year ended March 31
|                                           |  |                    
|                                           |  | 2001                |        | 2002 |  | 2003
|                                           |  |                     |        |      |  |     
|Interest income, net                       |  | Rs.                 | 86,833 |      |  | Rs.  | 420,059 |  |  | Rs. | 245,801 | 
|Gain on sale of investment securities, net |  |                     |       |      |  |      | 201,536 |  |  |     | 410,360 | 
|Others                                     |  |                     | 14     |      |  |      | 217,243 |  |  |     | 61,790  | 
|                                           |  |                     |        |      |  |      |         |  |  |     |         | 
|                                           |  | Rs.                 | 86,847 |      |  | Rs.  | 838,838 |  |  | Rs. | 717,951 | 
|                                           |  |                     |        |      |  |      |         |  |  |     |         | 



|21. |  | Shipping and Handling Costs
|--- |  | ---------------------------

Selling general and administrative expenses for the years ended March 31,
2001, 2002 and 2003, include shipping and handling costs of Rs. 62,200, Rs.
47,922 and Rs. 62,803 respectively.



|22. |  | Income Taxes
|--- |  | ------------

Income taxes have been allocated as follows:

|                                       |                                                       |     |                     |           |      |     |           |         |   |     |           |           |  
|-------------------------------------- | ----------------------------------------------------- | --- | ------------------- | --------- | ---- | --- | --------- | ------- | - | --- | --------- | --------- | -
|                                       |                                                       |     | Year ended March 31
|                                       |                                                       |     |                    
|                                       |                                                       |     | 2001                |           | 2002 |     | 2003     
|                                       |                                                       |     |                     |           |      |     |          
|Continuing operations                  |                                                       | Rs. | 1,150,042           |           |      | Rs. | 1,016,003 |         |   | Rs. | 1,342,248 |          
|Discontinued operations                |                                                       |     | (77,735             | )         |      |     | (45,257   | )       |   |     | (158,978  | )        
|Cumulative effect of accounting change |                                                       |     | (39,273             | )         |      |     |          |         |   |     |          |          
|Stockholders equity for:               |                                                       |     |                     |           |      |     |           |         |   |     |           |          
|                                       | Exercise of stock options                             |     |                     |          |      |     |           | (10,577 | ) |     |           |          |  
|                                       | Unrealized (gains)/loss on investment
securities, net |     |                     | (313      | )    |     |           | 29,205  |   |     |           | (29,249   | )
|                                       |                                                       |     |                     |           |      |     |           |         |   |     |           |          
|                                       | Total income taxes                                    |     | Rs.                 | 1,032,721 |      |     | Rs.       | 989,374 |   |     | Rs.       | 1,154,021 |  
|                                       |                                                       |     |                     |           |      |     |           |         |   |     |           |          



| |  | Income taxes relating to continuing operations consist of the following:
| |  | ------------------------------------------------------------------------

|               |                          |  |                     |           |      |  |         |           |  |  |           |           | 
|-------------- | ------------------------ |  | ------------------- | --------- | ---- |  | ------- | --------- |  |  | --------- | --------- | 
|               |                          |  | Year ended March 31
|               |                          |  |                    
|               |                          |  | 2001                |           | 2002 |  | 2003   
|               |                          |  |                     |           |      |  |        
|Current taxes  |                          |  |                     |           |      |  |         |           |  |  |           |          
|               | Domestic                 |  | Rs.                 | 749,406   |      |  | Rs.     | 493,153   |  |  | Rs.       | 712,624   | 
|               | Foreign                  |  |                     | 402,752   |      |  |         | 442,804   |  |  |           | 585,167   | 
|               |                          |  |                     |           |      |  |         |           |  |  |           |           | 
|               |                          |  | 1,152,158           |           |      |  | 935,957 |           |  |  | 1,297,791 |          
|               |                          |  |                     |           |      |  |         |           |  |  |           |           | 
|Deferred taxes |                          |  | (2,116              | )         |      |  | 80,046  |           |  |  | 44,457    |          
|               |                          |  |                     |           |      |  |         |           |  |  |           |           | 
|               | Total income tax expense |  | Rs.                 | 1,150,042 |      |  | Rs.     | 1,016,003 |  |  | Rs.       | 1,342,248 | 
|               |                          |  |                     |           |      |  |         |           |  |  |           |           | 





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##### Table of Contents





| |  | Income taxes relating to discontinued division consist of the following :
| |  | -------------------------------------------------------------------------

|                         |  |                     |         |      |  |      |         |   |  |     |          |  
|------------------------ |  | ------------------- | ------- | ---- |  | ---- | ------- | - |  | --- | -------- | -
|                         |  | Year ended March 31
|                         |  |                    
|                         |  | 2001                |         | 2002 |  | 2003
|                         |  |                     |         |      |  |     
|Current taxes            |  | Rs.                 | (77,735 | )    |  | Rs.  | (21,614 | ) |  | Rs. | (62,912  | )
|Deferred taxes           |  |                     |        |      |  |      | (23,643 | ) |  |     | (96,066  | )
|                         |  |                     |         |      |  |      |         |   |  |     |          |  
|Total income tax benefit |  | Rs.                 | (77,735 | )    |  | Rs.  | (45,257 | ) |  | Rs. | (158,978 | )
|                         |  |                     |         |      |  |      |         |   |  |     |          |  

The reconciliation between the provision of income tax of the Company and
amounts computed by applying the Indian statutory income tax rate is as
follows:

|                                               |                                                                                                   |     |                     |            |      |     |           |            |   |     |           |            |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------- | --- | ------------------- | ---------- | ---- | --- | --------- | ---------- | - | --- | --------- | ---------- | -
|                                               |                                                                                                   |     | Year ended March 31
|                                               |                                                                                                   |     |                    
|                                               |                                                                                                   |     | 2001                |            | 2002 |     | 2003     
|                                               |                                                                                                   |     |                     |            |      |     |          
|Income from continuing operations before taxes |                                                                                                   | Rs. | 7,587,457           |            |      | Rs. | 9,427,495 |            |   | Rs. | 9,818,868 |           
|Enacted tax rate in India                      |                                                                                                   |     | 39.55               | %          |      |     | 35.70     | %          |   |     | 36.75     | %         
|                                               |                                                                                                   |     |                     |            |      |     |           |            |   |     |           |           
|Computed expected tax expense                  |                                                                                                   |     | 3,000,839           |            |      |     | 3,365,616 |            |   |     | 3,608,434 |           
|Effect of:                                     |                                                                                                   |     |                     |            |      |     |           |            |   |     |           |           
|                                               | Income exempt from tax in India                                                                   |     |                     | (2,388,705 | )    |     |           | (2,861,967 | ) |     |           | (2,880,430 | )
|                                               | Difference between tax basis and amount for financial
reporting of a domestic subsidiary reversed |     |                     |           |      |     |           | 199,512    |   |     |           |           |  
|                                               | Others                                                                                            |     |                     | 135,156    |      |     |           | (15,688    | ) |     |           | 58,127     |  
|                                               |                                                                                                   |     |                     |            |      |     |           |            |   |     |           |           
|Domestic income taxes                          |                                                                                                   |     | 747,290             |            |      |     | 687,473   |            |   |     | 786,131   |           
|Effect of tax on foreign income                |                                                                                                   |     | 402,752             |            |      |     | 328,530   |            |   |     | 556,117   |           
|                                               |                                                                                                   |     |                     |            |      |     |           |            |   |     |           |           
|Total income tax expense                       |                                                                                                   | Rs. | 1,150,042           |            |      | Rs. | 1,016,003 |            |   | Rs. | 1,342,248 |           
|                                               |                                                                                                   |     |                     |            |      |     |           |            |   |     |           |           

Deferred tax assets as of March 31, 2001 included Rs. 199,512 being the
difference between the tax basis and the amount for financial reporting of
Wipro Net, a domestic subsidiary. The deferred tax asset was reversed during
the year ended March 31, 2002, on merger of Wipro Net as a result of which the
benefit of the deferred tax asset was no longer available to the Company.

A substantial portion of the profits of the Companys India operations
are exempt from Indian income taxes being profits attributable to export
operations and profits from undertakings situated in Software Technology and
Hardware Technology Parks. Under the tax holiday, the taxpayer can utilize an
exemption from income taxes for a period of any ten consecutive years. The
Company has opted for this exemption from the year ended March 31, 1997, for
undertakings situated in Software Technology and Hardware Technology Parks.
Profits from certain other undertakings are also eligible for preferential tax
treatment. In addition, dividend income from certain category of investments
was exempt from tax in the year ended March 31, 2002. The aggregate rupee and
per share (basic) effects of these tax exemptions are Rs. 2,388,705 and Rs.
10.42 per share for the year ended March 31, 2001, Rs. 2,861,967 and Rs. 12.38
per share for the year ended March 31, 2002 and Rs. 2,880,430 and Rs. 12.46
per share for the years ended March 31, 2003.
For the year ended, March 31, 2003 Indian tax laws were amended to
restrict the exempt income from an export oriented undertaking from 100% to
90% of its aggregate income.





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##### Table of Contents



The components of the net deferred tax asset are as follows :

|                         |                                           |  |                 |          |      |  |     |          |  
|------------------------ | ----------------------------------------- |  | --------------- | -------- | ---- |  | --- | -------- | -
|                         |                                           |  | As of March 31,
|                         |                                           |  |                
|                         |                                           |  | 2002            |          | 2003
|                         |                                           |  |                 |          |     
|Deferred tax assets      |                                           |  |                 |          |      |  |     |         
|                         | Property, plant and equipment             |  | Rs.             | 15,661   |      |  | Rs. |        
|                         | Allowance for doubtful accounts           |  |                 | 57,329   |      |  |     | 89,143   |  
|                         | Investments in mutual funds               |  |                 | 58,333   |      |  |     |         |  
|                         | Accrued expenses and liabilities          |  |                 | 48,842   |      |  |     | 105,635  |  
|                         | Carry-forward capital losses              |  |                 | 122,810  |      |  |     | 126,422  |  
|                         | Carry-forward business losses             |  |                 | 182,918  |      |  |     | 175,296  |  
|                         | Others                                    |  |                 | 81,154   |      |  |     | 59,566   |  
|                         |                                           |  |                 |          |      |  |     |          |  
|                         | Total gross deferred tax assets           |  |                 | 567,047  |      |  |     | 556,062  |  
|                         | Less : valuation allowance                |  |                 | (122,810 | )    |  |     | (142,172 | )
|                         |                                           |  |                 |          |      |  |     |          |  
|                         | Net deferred tax assets                   |  |                 | 444,237  |      |  |     | 413,890  |  
|                         |                                           |  |                 |          |      |  |     |          |  
|Deferred tax liabilities |                                           |  |                 |          |      |  |     |         
|                         | Property, plant and equipment             |  | Rs.             |         |      |  | Rs. | 16,927   |  
|                         | Intangible assets                         |  |                 |         |      |  |     | 83,184   |  
|                         | Unrealized gains on investment securities |  |                 | 29,392   |      |  |     | 143      |  
|                         | Undistributed earnings of affiliates      |  |                 | 86,061   |      |  |     | 32,849   |  
|                         |                                           |  |                 |          |      |  |     |          |  
|                         | Total gross deferred tax liability        |  |                 | 115,453  |      |  |     | 133,103  |  
|                         |                                           |  |                 |          |      |  |     |          |  
|                         | Net deferred tax assets                   |  | Rs.             | 328,784  |      |  | Rs. | 280,787  |  
|                         |                                           |  |                 |          |      |  |     |          |  

Management believes that based on a number of factors, the available
objective evidence creates sufficient uncertainties regarding the generation of
future capital gains and realizability of the carry-forward capital losses.
Accordingly, the Company has established a valuation allowance for the
carry-forward capital losses. These losses expire after eight years succeeding
the year in which they were first incurred. The carry-forward capital losses as
of March 31, 2003 will expire by 2009.

Based on historical taxable income, projections of future taxable income
and tax planning strategies management believes that it is more likely than not
that the Company will be able to realize the benefit on the carry-forward
business losses arising out of its Indian and foreign operations, except
certain foreign operations of a subsidiary for which a valuation allowance has
been established.

The carry-forward business losses as of March 31, 2003, expire as follows :

Year ending March 31 :

|           |  |     |         | 
|---------- |  | --- | ------- | 
|2009       |  | Rs. | 22,987  | 
|2010       |  |     | 45,202  | 
|2020       |  |     | 20,883  | 
|2021       |  |     | 27,035  | 
|2022       |  |     | 15,750  | 
|2023       |  |     | 29,050  | 
|Thereafter |  |     | 14,389  | 
|           |  |     |         | 
|           |  | Rs. | 175,296 | 
|           |  |     |         | 

Although realization of the net deferred tax assets is not assured,
management believes that it is more likely than not that all of the net
deferred tax assets will be realized. The amount of net deferred tax assets
considered realizable, however could be reduced in the near term based on
changing conditions.





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##### Table of Contents



The Company is subject to a 15% branch profit tax in the US to the extent
the net profit during the fiscal year attributable to its US branch are greater
than the increase in the net assets of the US branch during the fiscal year,
computed in accordance with the Internal Revenue Code. As of March 31, 2003,
the US branchs net assets amounted to $ 22.3 million. The Company has not
triggered the branch profit tax and intends to maintain the current level of
its net assets in the US as is consistent with its business plan. Accordingly,
branch profit tax provision has not been recorded as of March 31, 2003.

23. Employee Stock Incentive Plans

Wipro Equity Reward Trust (WERT).In 1984, the Company established a
controlled trust called the WERT. Under this plan, the WERT would purchase
shares of Wipro out of funds borrowed from Wipro. The Companys Compensation
Committee would recommend to the WERT, officers and key employees, to whom the
WERT will grant shares from its holding. The shares have been granted at a
nominal price. Such shares would be held by the employees subject to vesting
conditions. The shares held by the WERT are reported as a reduction from
stockholders equity. 555,910 and 229,755 shares held by employees as of March
31, 2002 and 2003 respectively, subject to vesting conditions are included in
the outstanding equity shares.

The movement in the shares held by the WERT is given below :

|                                           |  |                     |           |      |  |      |           |  |  |  |           |  
|------------------------------------------ |  | ------------------- | --------- | ---- |  | ---- | --------- |  |  |  | --------- | -
|                                           |  | Year ended March 31
|                                           |  |                    
|                                           |  | 2001                |           | 2002 |  | 2003
|                                           |  |                     |           |      |  |     
|Shares held at the beginning of the period |  |                     | 1,216,460 |      |  |      | 1,280,885 |  |  |  | 1,321,335 |  
|Shares granted to employees                |  |                     | (4,250    | )    |  |      |          |  |  |  | (19,300   | )
|Grants forfeited by employees              |  |                     | 68,675    |      |  |      | 40,450    |  |  |  | 1,575     |  
|                                           |  |                     |           |      |  |      |           |  |  |  |           |  
|Shares held at the end of the period       |  |                     | 1,280,885 |      |  |      | 1,321,335 |  |  |  | 1,303,610 |  
|                                           |  |                     |           |      |  |      |           |  |  |  |           |  

Deferred compensation is amortized on a straight-line basis over the
vesting period of the shares which ranges from 42 to 60 months. The
weighted-average grant date fair values of the shares granted during the years
ended March 31, 2001 and 2003 are Rs. 2,212 and Rs. 1,281 respectively. The
amortization of deferred stock compensation, net of reversals, for the years
ended March 31, 2001, 2002 and 2003, was Rs. 87,160, Rs. 78,723 and Rs. 52,047
respectively. The stock-based compensation has been allocated to cost of
revenues and selling, general and administrative expenses as follows :

|                                             |  |                     |        |      |  |      |        |  |  |     |        | 
|-------------------------------------------- |  | ------------------- | ------ | ---- |  | ---- | ------ |  |  | --- | ------ | 
|                                             |  | Year ended March 31
|                                             |  |                    
|                                             |  | 2001                |        | 2002 |  | 2003
|                                             |  |                     |        |      |  |     
|Cost of revenues                             |  | Rs.                 | 32,363 |      |  | Rs.  | 29,504 |  |  | Rs. | 19,734 | 
|Selling, general and administrative expenses |  |                     | 54,797 |      |  |      | 49,219 |  |  |     | 32,313 | 
|                                             |  |                     |        |      |  |      |        |  |  |     |        | 
|                                             |  | Rs.                 | 87,160 |      |  | Rs.  | 78,723 |  |  | Rs. | 52,047 | 
|                                             |  |                     |        |      |  |      |        |  |  |     |        | 

Wipro Employee Stock Option Plan 1999 (1999 Plan).In July 1999, the
Company established the 1999 Plan. Under the 1999 Plan, the Company is
authorized to issue up to 5 million equity shares to eligible employees.
Employees covered by the 1999 Plan are granted an option to purchase shares of
the Company subject to the requirements of vesting. The Company has not
recorded, any deferred compensation as the exercise price was equal to the fair
market value of the underlying equity shares on the grant date.





---



##### Table of Contents



Stock option activity under the 1999 Plan is as follows:

|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | --------- | ----------------- |  | ---------------- | ------------- | ---------------- |  | --- | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2001
|                                           |  |                          
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | Weighted 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | average  
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | remaining
|                                           |  | Shares arising            |           | Range of exercise |  | Weighted-average |               | contractual life
|                                           |  | out of options            |           | prices            |  | exercise price   |               | (months)        
|                                           |  |                           |           |                   |  |                  |               |                 
|Outstanding at the beginning of the period |  |                           | 2,412,150 |                   |  | Rs.              | 1,024 - 2,522 |                  |  | Rs. | 1,091 |  |  |           | 66 months | 
|Granted during the period                  |  |                           | 2,672,000 |                   |  |                  | 1,853 - 2,419 |                  |  |     | 1,860 |  |  |           | 62 months | 
|Forfeited during the period                |  |                           | (405,550  | )                 |  |                  | 1,086         |                  |  |     | 1,086 |  |  |           |          | 
|Exercised during the period                |  |                           | (114,169  | )                 |  |                  | 1,086         |                  |  |     | 1,086 |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 4,564,431 |                   |  |                  | 1,024 - 2,522 |                  |  |     | 1,542 |  |  |           | 59 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 86,491    |                   |  | Rs.              | 1,024 - 2,522 |                  |  | Rs. | 1,284 |  |  |           | 54 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 

|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | --------- | ----------------- |  | ---------------- | ------------- | ---------------- |  | --- | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2002
|                                           |  |                          
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | Weighted 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | average  
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | remaining
|                                           |  | Shares arising            |           | Range of exercise |  | Weighted-average |               | contractual life
|                                           |  | out of options            |           | prices            |  | exercise price   |               | (months)        
|                                           |  |                           |           |                   |  |                  |               |                 
|Outstanding at the beginning of the period |  |                           | 4,564,431 |                   |  | Rs.              | 1,024  2,522 |                  |  | Rs. | 1,542 |  |  |           | 59 months | 
|Forfeited during the period                |  |                           | (645,803  | )                 |  |                  | 1,086  1,853 |                  |  |     | 1,542 |  |  |           |          | 
|Exercised during the period                |  |                           | (32,670   | )                 |  |                  | 1,086         |                  |  |     | 1,086 |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 3,885,958 |                   |  |                  | 1,024  2,522 |                  |  |     | 1,550 |  |  |           | 47 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 637,062   |                   |  | Rs.              | 1,024  2,522 |                  |  | Rs. | 1,385 |  |  |           | 46 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 

|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | --------- | ----------------- |  | ---------------- | ------------- | ---------------- |  | --- | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2003
|                                           |  |                          
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | Weighted 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | average  
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | remaining
|                                           |  | Shares arising            |           | Range of exercise |  | Weighted-average |               | contractual life
|                                           |  | out of options            |           | prices            |  | exercise price   |               | (months)        
|                                           |  |                           |           |                   |  |                  |               |                 
|Outstanding at the beginning of the period |  |                           | 3,885,958 |                   |  | Rs.              | 1,024 - 2,522 |                  |  | Rs. | 1,550 |  |  |           | 47 months | 
|Forfeited during the period                |  |                           | (163,677  | )                 |  |                  | 1,086 - 2,522 |                  |  |     | 1,599 |  |  |           |          | 
|Exercised during the period                |  |                           | (97,903   | )                 |  |                  | 1,086         |                  |  |     | 1,086 |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 3,624,378 |                   |  |                  | 1,024 - 2,522 |                  |  |     | 1,560 |  |  |           | 36 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 1,189,166 |                   |  | Rs.              | 1,024 - 2,522 |                  |  | Rs. | 1,448 |  |  |           | 35 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 





---



##### Table of Contents



Wipro Employee Stock Option Plan 2000 (2000 Plan).In July 2000, the
Company established the 2000 Plan. Under the 2000 Plan, the Company is
authorized to issue up to 25 million equity shares to eligible employees.
Employees covered by the 2000 Plan are granted an option to purchase equity
shares of the Company subject to vesting. The Company has not recorded any
deferred compensation as the exercise price was equal to the fair market value
of the underlying equity shares on the grant date.

Stock option activity under the 2000 Plan is as follows :

|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | --------- | ----------------- |  | ---------------- | ------------- | ---------------- |  | --- | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2001
|                                           |  |                          
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | Weighted 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | average  
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | remaining
|                                           |  | Shares arising            |           | Range of exercise |  | Weighted-average |               | contractual life
|                                           |  | out of options            |           | prices            |  | exercise price   |               | (months)        
|                                           |  |                           |           |                   |  |                  |               |                 
|Outstanding at the beginning of the period |  |                           |          |                   |  |                  |              |                  |  |     |      |  |  |           |          | 
|Granted during the period                  |  |                           | 3,520,300 |                   |  | Rs.              | 2,382 - 2,746 |                  |  | Rs. | 2,397 |  |  |           | 67 months | 
|Forfeited during the period                |  |                           | (305,950  | )                 |  |                  | 2,382         |                  |  |     | 2,382 |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 3,214,350 |                   |  |                  | 2,382 - 2,746 |                  |  |     | 2,397 |  |  |           | 67 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           |          |                   |  |                  |              |                  |  |     |      |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 

|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | --------- | ----------------- |  | ---------------- | ------------- | ---------------- |  | --- | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2002
|                                           |  |                          
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | Weighted 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | average  
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | remaining
|                                           |  | Shares arising            |           | Range of exercise |  | Weighted-average |               | contractual life
|                                           |  | out of options            |           | prices            |  | exercise price   |               | (months)        
|                                           |  |                           |           |                   |  |                  |               |                 
|Outstanding at the beginning of the period |  |                           | 3,214,350 |                   |  | Rs.              | 2,382 - 2,746 |                  |  | Rs. | 2,397 |  |  |           | 67 months | 
|Granted during the period                  |  |                           | 5,745,844 |                   |  |                  | 1,032 - 1,670 |                  |  |     | 1,582 |  |  |           | 60 months | 
|Forfeited during the period                |  |                           | (487,680  | )                 |  |                  | 1,032 - 2,651 |                  |  |     | 2,397 |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 8,472,514 |                   |  |                  | 1,032 - 2,746 |                  |  |     | 1,846 |  |  |           | 58 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 411,414   |                   |  | Rs.              | 2,375 - 2,651 |                  |  | Rs. | 2,397 |  |  |           | 55 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 





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##### Table of Contents



|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | --------- | ----------------- |  | ---------------- | ------------- | ---------------- |  | --- | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2003
|                                           |  |                          
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | Weighted 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | average  
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  | remaining
|                                           |  | Shares arising            |           | Range of exercise |  | Weighted-average |               | contractual life
|                                           |  | out of options            |           | prices            |  | exercise price   |               | (months)        
|                                           |  |                           |           |                   |  |                  |               |                 
|Outstanding at the beginning of the period |  |                           | 8,472,514 |                   |  | Rs.              | 1,032 - 2,746 |                  |  | Rs. | 1,846 |  |  |           | 58 months | 
|Granted during the period                  |  |                           | 99,550    |                   |  |                  | 1,268 - 1,691 |                  |  |     | 1,495 |  |  |           | 54 months | 
|Forfeited during the period                |  |                           | (471,150  | )                 |  |                  | 1,032 - 2,651 |                  |  |     | 1,899 |  |  |           |          | 
|Exercised during the period                |  |                           | (400      | )                 |  |                  | 1,032 - 1,338 |                  |  |     | 1,215 |  |  |           |          | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 8,100,514 |                   |  |                  | 1,032 - 2,746 |                  |  |     | 1,839 |  |  |           | 46 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 1,731,730 |                   |  | Rs.              | 1,032 - 2,746 |                  |  | Rs. | 1,884 |  |  |           | 46 months | 
|                                           |  |                           |           |                   |  |                  |               |                  |  |     |       |  |  |           |           | 

Weighted average grant date fair values for options granted during the
years ended March 31, 2001, 2002 and 2003, under the 1999/2000 Plan, are Rs.
996, Rs. 875 and Rs. 831 respectively.

Stock Option Plan (2000 ADS Plan).In April 2000, the Company established
the 2000 ADS Plan. Under the 2000 ADS Plan, the Company is authorized to issue
options to purchase up to 1.5 million American Depositary Shares (ADSs) to
eligible employees. Employees covered by the 2000 ADS Plan are granted an
option to purchase ADSs representing equity shares of the Company subject to
the requirements of vesting. The Company has not recorded any deferred
compensation as the exercise price was equal to the fair market value of the
underlying ADS on the grant date.

Stock option activity under the 2000 ADS Plan is as follows :

|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | ------- | ----------------- |  | ---------------- | ------ | ---------------- |  | - | ------ |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2001
|                                           |  |                          
|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  | Weighted 
|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  | average  
|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  | remaining
|                                           |  | Shares arising            |         | Range of exercise |  | Weighted-average |        | contractual life
|                                           |  | out of options            |         | prices            |  | exercise price   |        | (months)        
|                                           |  |                           |         |                   |  |                  |        |                 
|Outstanding at the beginning of the period |  |                           |        |                   |  |                  |       |                  |  |   |       |  |  |           |          | 
|Granted during the period                  |  |                           | 268,750 |                   |  | $                | 41.375 |                  |  | $ | 41.375 |  |  |           | 67 months | 
|Forfeited during the period                |  |                           | (4,000  | )                 |  |                  | 41.375 |                  |  |   | 41.375 |  |  |           |          | 
|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 264,750 |                   |  |                  | 41.375 |                  |  |   | 41.375 |  |  |           | 67 months | 
|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  |           |           | 
|Exercisable at the end of the period       |  |                           |        |                   |  |                  |       |                  |  |   |       |  |  |           |          | 
|                                           |  |                           |         |                   |  |                  |        |                  |  |   |        |  |  |           |           | 

|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | ------- | ----------------- |  | ---------------- | -------------- | ---------------- |  | - | ------ |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2002
|                                           |  |                          
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  | Weighted 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  | average  
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  | remaining
|                                           |  | Shares arising            |         | Range of exercise |  | Weighted-average |                | contractual life
|                                           |  | out of options            |         | prices            |  | exercise price   |                | (months)        
|                                           |  |                           |         |                   |  |                  |                |                 
|Outstanding at the beginning of the period |  |                           | 264,750 |                   |  | $                | 41.375         |                  |  | $ | 41.375 |  |  |           | 67 months | 
|Granted during the period                  |  |                           | 409,200 |                   |  |                  | 20.75 - 36.40  |                  |  |   | 35.49  |  |  |           | 61 months | 
|Forfeited during the period                |  |                           | (26,500 | )                 |  |                  | 41.375         |                  |  |   | 41.375 |  |  |           |          | 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 647,450 |                   |  |                  | 20.75 - 41.375 |                  |  |   | 37.66  |  |  |           | 55 months | 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 35,738  |                   |  | $                | 41.375         |                  |  | $ | 41.375 |  |  |           | 44 months | 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |        |  |  |           |           | 





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##### Table of Contents



|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  |           |           | 
|------------------------------------------ |  | ------------------------- | ------- | ----------------- |  | ---------------- | -------------- | ---------------- |  | - | ----- |  |  | --------- | --------- | 
|                                           |  | Year ended March 31, 2003
|                                           |  |                          
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  | Weighted 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  | average  
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  | remaining
|                                           |  | Shares arising            |         | Range of exercise |  | Weighted-average |                | contractual life
|                                           |  | out of options            |         | prices            |  | exercise price   |                | (months)        
|                                           |  |                           |         |                   |  |                  |                |                 
|Outstanding at the beginning of the period |  |                           | 647,450 |                   |  | $                | 20.75 - 41.375 |                  |  | $ | 37.66 |  |  |           | 55 months | 
|Granted during the period                  |  |                           | 88,300  |                   |  |                  | 26.10 - 30.05  |                  |  |   | 27.95 |  |  |           | 54 months | 
|Forfeited during the period                |  |                           | (35,400 | )                 |  |                  | 20.75 - 36.40  |                  |  |   | 29.62 |  |  |           |          | 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  |           |           | 
|Outstanding at the end of the period       |  |                           | 700,350 |                   |  |                  | 20.75 - 41.375 |                  |  |   | 36.84 |  |  |           | 43 months | 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  |           |           | 
|Exercisable at the end of the period       |  |                           | 446,152 |                   |  | $                | 25.90 - 41.375 |                  |  | $ | 36.46 |  |  |           | 47 months | 
|                                           |  |                           |         |                   |  |                  |                |                  |  |   |       |  |  |           |           | 

Weighted average grant date fair values for options granted during the
years ended March 31, 2001, 2002 and 2003, are $ 19, $ 19 and $ 15
respectively.

Wipro Net Plan.Wipro Net had an Employee Stock Option Plan (Wipro Net
Plan). Under the Wipro Net Plan eligible employees were granted an option to
purchase equity shares of Wipro Net subject to the requirements of vesting.
Wipro Net had not recorded any deferred compensation as the exercise price was
not less than the fair market value of the underlying equity shares on the
grant date. During the year ended March 31, 2002, consequent to the decision of
merging Wipro Net with Wipro, stock options under the Wipro Net Plan, were
exchanged for stock options of Wipro under the 2000 Plan. The exchange did not
result in an increase in the aggregate intrinsic value of the award or a
reduction in the ratio of the exercise price per share to the market price per
share. As the new options were granted at the fair value on the grant date, no
compensation cost was recorded.

Spectramind Option Plan (Spectramind Plan).Prior to its acquisition by
the Company, Spectramind had established the Spectramind Plan. Employees
covered by the Spectramind Plan were granted options to purchase shares of
Spectramind.

As of the date of acquisition of Spectramind by the Company, options to
purchase 17,462,520 shares were outstanding under the Spectramind Plan. As per
the terms of the acquisition, the Company acquired/settled 7,960,704 options
for cash. The cost of settlement of these options is included as a component of
the purchase price of Spectramind. Out of the balance 9,501,816 outstanding
options, the Company modified the vesting schedule/exercise period and
increased the exercise price of 6,149,191 options. In accordance with FIN No.
44, Accounting for Certain Transactions involving Stock Compensation (an
interpretation of APB Opinion No.25) and EITF Issue No. 00-23, Issues Related
to the Accounting for Stock Compensation under APB Opinion No. 25 and FIN No.
44, the above modifications resulted in a new measurement of compensation cost
at the date of modification. As the new exercise price was equal to the fair
value of the underlying equity shares on the new measurement date, the Company
has not recorded any additional compensation cost.

Stock option activity under the Spectramind Plan is as follows :

|                                     |  |                           |           |          |  |          |        |             |  |                  |    |         |  |           |    |          |  |  |           | 
|------------------------------------ |  | ------------------------- | --------- | -------- |  | -------- | ------ | ----------- |  | ---------------- | -- | ------- |  | --------- | -- | -------- |  |  | --------- | 
|                                     |  | Year ended March 31, 2003
|                                     |  |                          
|                                     |  |                           |           |          |  |          |        |             |  |                  |    |         |  | Weighted- |    | Weighted
|                                     |  | Shares                    |           |          |  |          |        | Weighted-   |  | average          |    | average
|                                     |  | arising                   |           | Range of |  | average  |        | measurement |  | remaining       
|                                     |  | out of                    |           | exercise |  | exercise |        | date fair   |  | contractual life
|                                     |  | options                   |           | prices   |  | price    |        | value       |  | (months)        
|                                     |  |                           |           |          |  |          |        |             |  |                 
|Assumed at the date of acquisition   |  |                           | 514,358   |          |  | Rs.      | 1 - 13 |             |  | Rs.              | 8  |         |  | Rs.       | 20 |          |  |  | 9 months  | 
|                                     |  |                           | 3,157,372 |          |  |          | 31     |             |  |                  | 31 |         |  |           | 31 |          |  |  | 15 months | 
|                                     |  |                           | 6,149,191 |          |  |          | 57     |             |  |                  | 57 |         |  |           | 57 |          |  |  | 29 months | 
|Forfeited during the period          |  |                           | (158,708  | )        |  |          | 57     |             |  |                  | 57 |         |  |           |   |          |  |  |          | 
|Exercised during the period          |  |                           | (332,451  | )        |  |          | 13     |             |  |                  | 13 |         |  |           |   |          |  |  |          | 
|Outstanding at the end of the period |  |                           | 181,907   |          |  |          | 1 - 13 |             |  |                  | 2  |         |  |           | 30 |          |  |  | 3 months  | 
|                                     |  |                           | 3,157,372 |          |  |          | 31     |             |  |                  | 31 |         |  |           | 31 |          |  |  | 6 months  | 
|                                     |  |                           | 5,990,483 |          |  |          | 1 - 57 |             |  |                  | 57 |         |  |           | 57 |          |  |  | 20 months | 
|                                     |  |                           |           |          |  |          |        |             |  |                  |    |         |  |           |    |          |  |  |           | 
|Exercisable at the end of the period |  |                           | 181,907   |          |  | Rs.      | 1 - 13 |             |  | Rs.              | 2  |         |  | Rs.       | 30 |          |  |  | 3 months  | 
|                                     |  |                           |           |          |  |          |        |             |  |                  |    |         |  |           |    |          |  |  |           | 





---



##### Table of Contents



Out of the 9,329,762 options outstanding as at March 31, 2003, options to
purchase 9,147,855 shares are covered by a share purchase feature that entitles
the Company to repurchase the shares at fair value and gives the employee the
right to sell the shares back to the Company at fair value. The Company and the
employees can exercise this repurchase right only after six months of the date
of option exercise. In accordance with FIN No. 44 and EITF Issue No. 00-23,
this share repurchase feature does not result in variable accounting.

24. Earnings Per Share

A reconciliation of the equity shares used in the computation of basic and diluted earnings per equity share is set out below:

|                                                                                                               |  |                     |             |      |  |      |             |  |  |  |             | 
|-------------------------------------------------------------------------------------------------------------- |  | ------------------- | ----------- | ---- |  | ---- | ----------- |  |  |  | ----------- | 
|                                                                                                               |  | Year ended March 31
|                                                                                                               |  |                    
|                                                                                                               |  | 2001                |             | 2002 |  | 2003
|                                                                                                               |  |                     |             |      |  |     
|Basic
earnings per equity share  weighted average
number of equity shares outstanding                         |  |                     | 229,325,989 |      |  |      | 231,132,500 |  |  |  | 231,204,326 | 
|Effect of dilutive equivalent shares-stock options
outstanding                                                 |  |                     | 1,928,534   |      |  |      | 402,376     |  |  |  | 368,122     | 
|                                                                                                               |  |                     |             |      |  |      |             |  |  |  |             | 
|Diluted earnings per equity share  weighted average
number of equity shares and equivalent
shares outstanding |  |                     | 231,254,523 |      |  |      | 231,534,876 |  |  |  | 231,572,448 | 
|                                                                                                               |  |                     |             |      |  |      |             |  |  |  |             | 

Shares held by the controlled WERT have been reduced from the equity
shares outstanding and shares held by employees subject to vesting conditions
have been included in outstanding equity shares for computing basic and diluted
earnings per share.

Options to purchase 5,451,924 and 10,865,284 equity shares were
outstanding during the years ended March 31, 2002 and 2003, respectively, but
were not included in the computation of diluted earnings per share because the
exercise price of the options was greater than the average market price of the
equity shares.

25. Employee Benefit Plans

Gratuity. In accordance with applicable Indian laws, the Company provides
for gratuity, a defined benefit retirement plan (Gratuity Plan) covering
certain categories of employees. The Gratuity Plan provides a lump sum payment
to vested employees, at retirement or termination of employment, an amount
based on the respective employees last drawn salary and the years of
employment with the Company. The Company provides the gratuity benefit through
annual contributions to a fund managed by the Life Insurance Corporation of
India. Under this plan, the settlement obligation remains with the Company,
although the Life Insurance Corporation of India administers the plan and
determines the contribution premium required to be paid by the Company.

|                                                                |  |                 |         |      |  |     |         |  
|--------------------------------------------------------------- |  | --------------- | ------- | ---- |  | --- | ------- | -
|                                                                |  | As of March 31,
|                                                                |  |                
|                                                                |  | 2002            |         | 2003
|                                                                |  |                 |         |     
|Change in the benefit obligation                                |  |                 |         |      |  |     |         |  
|Projected Benefit Obligation (PBO) at the beginning of the year |  | Rs.             | 54,558  |      |  | Rs. | 59,187  |  
|Service cost                                                    |  |                 | 3,798   |      |  |     | 3,583   |  
|Interest cost                                                   |  |                 | 5,723   |      |  |     | 5,346   |  
|Benefits paid                                                   |  |                 | (6,444  | )    |  |     | (4,550  | )
|Acturial (gain)/loss                                            |  |                 | 1,552   |      |  |     | (1,210  | )
|                                                                |  |                 |         |      |  |     |         |  
|PBO at the end of the year                                      |  |                 | 59,187  |      |  |     | 62,356  |  
|                                                                |  |                 |         |      |  |     |         |  
|Change in plan assets                                           |  |                 |         |      |  |     |         |  
|Fair value of plan assets at the beginning of the year          |  |                 | 27,892  |      |  |     | 26,719  |  
|Actual return on plan assets                                    |  |                 | 2,856   |      |  |     | 2,342   |  
|Employer contributions                                          |  |                 | 2,415   |      |  |     | 9,234   |  
|Benefits paid                                                   |  |                 | (6,444  | )    |  |     | (4,550  | )
|                                                                |  |                 |         |      |  |     |         |  
|Plan assets at the end of the year                              |  |                 | 26,719  |      |  |     | 33,745  |  
|                                                                |  |                 |         |      |  |     |         |  
|Funded status                                                   |  |                 | (32,468 | )    |  |     | (28,611 | )
|Unrecognized actuarial (gain)/loss                              |  |                 | (535    | )    |  |     | 2,548   |  
|Unrecognized transition obligation                              |  |                 | 8,330   |      |  |     | 5,520   |  
|Unrecognized actuarial cost                                     |  |                 | 9,173   |      |  |     | 7,563   |  
|                                                                |  |                 |         |      |  |     |         |  
|Accrued liability                                               |  | Rs.             | (15,500 | )    |  | Rs. | (12,980 | )
|                                                                |  |                 |         |      |  |     |         |  





---



##### Table of Contents



Net gratuity cost for the years ended March 31, 2001, 2002 and 2003 included :

|                                       |  |                     |        |      |  |      |        |   |  |     |        |  
|-------------------------------------- |  | ------------------- | ------ | ---- |  | ---- | ------ | - |  | --- | ------ | -
|                                       |  | Year ended March 31
|                                       |  |                    
|                                       |  | 2001                |        | 2002 |  | 2003
|                                       |  |                     |        |      |  |     
|Service cost                           |  | Rs.                 | 4,110  |      |  | Rs.  | 3,798  |   |  | Rs. | 3,583  |  
|Interest cost                          |  |                     | 5,653  |      |  |      | 5,723  |   |  |     | 5,346  |  
|Expected return on assets              |  |                     | (1,654 | )    |  |      | (2,992 | ) |  |     | (2,091 | )
|Amortization of transition liabilities |  |                     | 1,874  |      |  |      | 2,516  |   |  |     | 2,625  |  
|                                       |  |                     |        |      |  |      |        |   |  |     |        |  
|Net gratuity cost                      |  | Rs.                 | 9,983  |      |  | Rs.  | 9,045  |   |  | Rs. | 9,463  |  
|                                       |  |                     |        |      |  |      |        |   |  |     |        |  

The actuarial assumptions used in accounting for the Gratuity Plan are :

|                                        |  |                 |     |      |  |  |    | 
|--------------------------------------- |  | --------------- | --- | ---- |  |  | -- | 
|                                        |  | As of March 31,
|                                        |  |                
|                                        |  | 2002            |     | 2003
|                                        |  |                 |     |     
|Discount rate                           |  |                 | 10  | %    |  |  | 8% | 
|Rate of increase in compensation levels |  |                 | 9   | %    |  |  | 8% | 
|Rate of return on plan assets           |  |                 | 9.5 | %    |  |  | 8% | 

Superannuation. Apart from being covered under the Gratuity Plan described
above, the senior officers of the Company also participate in a defined
contribution plan maintained by the Company. This plan is administered by the
Life Insurance Corporation of India. The Company makes annual contributions
based on a specified percentage of each covered employees salary. The Company
has no further obligations under the plan beyond its annual contributions.

Provident fund. In addition to the above benefits, all employees receive
benefits from a provident fund, a defined contribution plan. The employee and
employer each make monthly contributions to the plan equal to 12% of the
covered employees salary. A portion of the contribution is made to the
provident fund trust established by the Company, while the remainder of the
contribution is made to the Governments provident fund. The Company has no
further obligations under the plan beyond its monthly contributions.

The Company contributed Rs. 249,341, Rs. 322,899 and Rs. 442,855 to
various defined contribution and benefit plans during the years ended March 31,
2001, 2002 and 2003 respectively.

26. Related Party Transactions

The Company has the following transactions with related parties.

|                         |                                                                                             |  |                     |         |      |  |      |         |  |  |     |         | 
|------------------------ | ------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ---- |  | ---- | ------- |  |  | --- | ------- | 
|                         |                                                                                             |  | Year ended March 31
|                         |                                                                                             |  |                    
|                         |                                                                                             |  | 2001                |         | 2002 |  | 2003
|                         |                                                                                             |  |                     |         |      |  |     
|Wipro GE :               |                                                                                             |  |                     |         |      |  |      |         |  |  |     |        
|                         | Revenues from sale of computer equipment and
administrative and management support services |  | Rs.                 | 17,396  |      |  | Rs.  | 26,208  |  |  | Rs. | 33,121  | 
|                         | Fees received for usage of trade mark                                                       |  |                     | 8,820   |      |  |      | 39,344  |  |  |     | 19,000  | 
|WeP Peripherals :        |                                                                                             |  |                     |         |      |  |      |         |  |  |     |        
|                         | Revenues from sale of computer equipment
and services                                       |  |                     | 13,984  |      |  |      | 9,230   |  |  |     | 6,163   | 
|                         | Fees received for usage of trade mark                                                       |  |                     |        |      |  |      | 53,016  |  |  |     | 53,016  | 
|                         | Interest received on debentures                                                             |  |                     | 4,704   |      |  |      | 5,000   |  |  |     |        | 
|                         | Payment for services                                                                        |  |                     |        |      |  |      | 1,160   |  |  |     | 14,665  | 
|                         | Purchase of printers                                                                        |  |                     | 169,000 |      |  |      | 138,676 |  |  |     | 105,727 | 
|Wipro Net :              |                                                                                             |  |                     |         |      |  |      |         |  |  |     |        
|                         | Fees received for consultancy services                                                      |  |                     | 13,100  |      |  |      |        |  |  |     |        | 
|                         | Fees received for computer and network
maintenance support                                  |  |                     | 10,452  |      |  |      |        |  |  |     |        | 
|                         | Revenue from sale of computer equipment                                                     |  |                     | 109,871 |      |  |      |        |  |  |     |        | 
|NetKracker :             |                                                                                             |  |                     |         |      |  |      |         |  |  |     |        
|                         | Fees received for technical and infrastructure
support services                             |  |                     | 37,018  |      |  |      | 96,155  |  |  |     |        | 
|                         | Revenue from sale of computer equipment and services                                        |  |                     |        |      |  |      | 987     |  |  |     |        | 
|Azim Premji Foundation : |                                                                                             |  |                     |         |      |  |      |         |  |  |     |        
|                         | Revenues from sale of computer equipment and services                                       |  |                     |        |      |  |      | 1,442   |  |  |     | 2,029   | 
|Principal shareholder :  |                                                                                             |  |                     |         |      |  |      |         |  |  |     |        
|                         | Payment of lease rentals                                                                    |  |                     | 1,200   |      |  |      | 1,200   |  |  |     | 1,200   | 





---



##### Table of Contents



The Company has the following receivables from related parties, which are
reported as other assets/other current assets in the balance sheet.

|                                                                     |  |                 |        |      |  |     |         | 
|-------------------------------------------------------------------- |  | --------------- | ------ | ---- |  | --- | ------- | 
|                                                                     |  | As of March 31,
|                                                                     |  |                
|                                                                     |  | 2002            |        | 2003
|                                                                     |  |                 |        |     
|Wipro GE                                                             |  | Rs.             | 56,181 |      |  | Rs. | 87,410  | 
|WeP Peripherals                                                      |  |                 | 17,037 |      |  |     | 14,472  | 
|Azim Premji Foundation                                               |  |                 | 348    |      |  |     | 158     | 
|Security deposit given to Hasham Premji, a firm under
common control |  |                 | 25,000 |      |  |     | 25,000  | 
|                                                                     |  |                 |        |      |  |     |         | 
|                                                                     |  | Rs.             | 98,566 |      |  | Rs. | 127,040 | 
|                                                                     |  |                 |        |      |  |     |         | 

The Company has the following payables to related parties, which are reported
as other current liabilities in the balance sheet.

|                |  |                 |        |      |  |     |        | 
|--------------- |  | --------------- | ------ | ---- |  | --- | ------ | 
|                |  | As of March 31,
|                |  |                
|                |  | 2002            |        | 2003
|                |  |                 |        |     
|WeP Peripherals |  | Rs.             | 25,875 |      |  | Rs. | 22,186 | 
|                |  |                 |        |      |  |     |        | 
|                |  | Rs.             | 25,875 |      |  | Rs. | 22,186 | 
|                |  |                 |        |      |  |     |        | 

27. Commitments and Contingencies

Capital commitments. As of March 31, 2002 and 2003, the Company had
committed to spend approximately Rs. 241,338 and Rs. 321,410 respectively,
under agreements to purchase property and equipment. These amounts are net of
capital advances paid in respect of these purchases.

Guarantees. As of March 31, 2002 and 2003 performance and financial
guarantees provided by banks on behalf of the Company to the Indian Government,
customers, and certain other agencies amount to Rs. 828,078 and Rs. 1,883,338
respectively, as part of the bank line of credit.

Other commitments. The Companys Indian operations have been established
as a Software Technology Park Unit under a plan formulated by the Government of
India. As per the plan, the Companys India operations have export obligations
to the extent of 1.5 times the employee costs for the year on an annual basis
and 5 times the amount of foreign exchange released for capital goods imported,
over a five year period. The consequence of not meeting this commitment in the
future, would be a retroactive levy of import duty on certain computer hardware
previously imported duty free. As of March 31, 2003, the Company has met all
commitments required under the plan.

Contingencies and lawsuits. Certain income-tax related legal proceedings
are pending against the Company. Potential liabilities, if any, have been
adequately provided for, and the Company does not currently estimate any
incremental liability in respect of these proceedings.

Additionally, the Company is involved in lawsuits, claims, investigations
and proceedings, including patent and commercial matters, which arise in the
ordinary course of business. There are no such matters pending that the Company
expects to be material in relation to its business.

28. Segment Information

The Company is organized by segments, including Global IT Services and
Products, IT-Enabled Services, India and AsiaPac IT Services and Products,
Consumer Care and Lighting, HealthScience and Others. Each of the segments
has a Vice Chairman/Chief Executive Officer who reports to the Chairman of the
Company. The Chairman of the Company has been identified as the Chief Operating
Decision Maker as defined by SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information. The Chairman of the Company evaluates the
segments based on their revenue growth, operating income and return on capital
employed.

The Global IT Services and Products segment provides research and
development services for hardware and software design to technology and
telecommunication companies and software application development services to
corporate enterprises.

The India and AsiaPac IT Services and Products segment focuses primarily
on addressing the IT and electronic commerce requirements of companies in India
and AsiaPacific region.

The Consumer Care and Lighting segment manufactures, distributes and sells
soaps, toiletries, lighting products and hydrogenated cooking oils for the
Indian market.





---



##### Table of Contents



In April 2002, the Company established a new business segment named
HealthScience, to address the IT requirements of the emerging healthcare and
life sciences market. The healthcare and life sciences sector clients of the
Global IT Services and Products segment were transferred to the newly
established HealthScience segment. Further, Wipro Biomed, a business segment
which was previously reported in Others, became a part of the HealthScience
segment. Similarly, during the year ended March 31, 2003, certain other
business segments previously reported in Others were integrated with India
and AsiaPac IT Services and Products segment. Segment data for previous periods
has been reclassified on a comparable basis.

In July 2002, the Company acquired Spectramind. The operations of
Spectramind are organized as a new business segment named IT-Enabled Services.
This segment provides BPO services to large global corporations in the US, UK,
Australia and other developed markets.

The results of operations for the discontinued ISP division were
previously reported in Others. The segment information presented excludes
these results of operations, which are now reported outside of continuing
operations.

Others consist of various business segments that do not meet the
requirements individually for a reportable segment as defined in SFAS No. 131.
Corporate activities such as treasury, legal and accounting, which do not
qualify as operating segments under SFAS No. 131 have been considered as
reconciling items.

Information on reportable segments is as follows :



|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |         | 
|-------------------------------------------- | --------------------------- | --- | ------------------------- | ---------- | ------------ | --- | ---------- | --------- | ------- | --- | ---------- | --------- |  | --- | -------- | ------- | 
|                                             |                             |     | Year ended March 31, 2001
|                                             |                             |     |                          
|                                             |                             |     |                           |            |              |     | India and  |           |         |     |            |           |  |     |         
|                                             |                             |     | Global IT                 |            | AsiaPac IT   |     | Consumer   |           |         |     |           
|                                             |                             |     | Services and              |            | Services and |     | Care and   |           | Health 
|                                             |                             |     | Products                  |            | Products     |     | Lighting   |           | Science
|                                             |                             |     |                           |            |              |     |            |           |        
|Revenues                                     |                             | Rs. | 17,389,848                |            |              | Rs. | 8,644,050  |           |         | Rs. | 3,143,537  |           |  | Rs. | 706,898  |        
|Exchange rate fluctuations                   |                             |     | 126,291                   |            |              |     | (46,387    | )         |         |     |           |           |  |     |         |        
|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |        
|                                             | Total revenues              |     |                           | 17,516,139 |              |     |            | 8,597,663 |         |     |            | 3,143,537 |  |     |          | 706,898 | 
|Cost of revenues                             |                             |     | (9,039,134                | )          |              |     | (6,651,480 | )         |         |     | (2,195,145 | )         |  |     | (434,883 | )      
|Selling, general and administrative
expenses |                             |     | (2,482,371                | )          |              |     | (1,181,676 | )         |         |     | (558,957   | )         |  |     | (209,905 | )      
|Amortization of intangible assets            |                             |     |                          |            |              |     |           |           |         |     |           |           |  |     |         |        
|Exchange rate fluctuations                   |                             |     |                          |            |              |     |           |           |         |     |           |           |  |     |         |        
|Others, net                                  |                             |     | 20,000                    |            |              |     | 60,000     |           |         |     | 61,113     |           |  |     |         |        
|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |        
|                                             | Operating income of segment |     | Rs.                       | 6,014,634  |              |     | Rs.        | 824,507   |         |     | Rs.        | 450,548   |  |     | Rs.      | 62,110  | 
|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |        
|Total assets of segment (3)                  |                             | Rs. | 9,242,116                 |            |              | Rs. | 3,921,596  |           |         | Rs. | 1,205,128  |           |  | Rs. | 267,599  |        
|Capital employed (3)                         |                             |     | 7,768,586                 |            |              |     | 1,093,156  |           |         |     | 846,978    |           |  |     | 118,922  |        
|Return on capital employed (1), (3)          |                             |     | 115                       | %          |              |     | 64         | %         |         |     | 59         | %         |  |     | 76       | %      
|Accounts receivable                          |                             |     | 3,453,330                 |            |              |     | 1,674,773  |           |         |     | 158,927    |           |  |     | 128,255  |        
|Depreciation                                 |                             |     | 708,274                   |            |              |     | 94,166     |           |         |     | 63,901     |           |  |     | 4,907    |        

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                             |                             |     |                           |         |             |     |            |         |   |     |             |            | 
|-------------------------------------------- | --------------------------- | --- | ------------------------- | ------- | ----------- | --- | ---------- | ------- | - | --- | ----------- | ---------- | 
|                                             |                             |     | Year ended March 31, 2001
|                                             |                             |     |                          
|                                             |                             |     | Others                    |         |             |     |            |         |   |     |            
|                                             |                             |     | (net of                   |         | Reconciling |     | Entity    
|                                             |                             |     | eliminations)             |         | Items (2)   |     | Total     
|                                             |                             |     |                           |         |             |     |           
|Revenues                                     |                             | Rs. | 758,353                   |         |             | Rs. |           |         |   | Rs. | 30,642,686  |           
|Exchange rate fluctuations                   |                             |     |                          |         |             |     | (79,904    | )       |   |     |            |           
|                                             |                             |     |                           |         |             |     |            |         |   |     |             |           
|                                             | Total revenues              |     |                           | 758,353 |             |     |            | (79,904 | ) |     |             | 30,642,686 | 
|Cost of revenues                             |                             |     | (595,994                  | )       |             |     |           |         |   |     | (18,916,636 | )         
|Selling, general and administrative
expenses |                             |     | (162,069                  | )       |             |     | (1,036     | )       |   |     | (4,596,014  | )         
|Amortization of intangible assets            |                             |     |                          |         |             |     | (468       | )       |   |     | (468        | )         
|Exchange rate fluctuations                   |                             |     |                          |         |             |     | 120,226    |         |   |     | 120,226     |           
|Others, net                                  |                             |     | 9,000                     |         |             | Rs. | 153,884    |         |   |     | 303,997     |           
|                                             |                             |     |                           |         |             |     |            |         |   |     |             |           
|                                             | Operating income of segment |     | Rs.                       | 9,290   |             |     | Rs.        | 192,702 |   |     | Rs.         | 7,553,791  | 
|                                             |                             |     |                           |         |             |     |            |         |   |     |             |           
|Total assets of segment (3)                  |                             | Rs. | 752,650                   |         |             | Rs. | 10,798,372 |         |   | Rs. | 26,187,461  |           
|Capital employed (3)                         |                             |     | 653,818                   |         |             |     | 10,515,301 |         |   |     | 20,996,761  |           
|Return on capital employed (1), (3)          |                             |     |                          |         |             |     |           |         |   |     |            |           
|Accounts receivable                          |                             |     | 375,913                   |         |             |     | 87,087     |         |   |     | 5,878,285   |           
|Depreciation                                 |                             |     | 29,395                    |         |             |     | 74,752     |         |   |     | 975,395     |           



|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |         | 
|-------------------------------------------- | --------------------------- | --- | ------------------------- | ---------- | ------------ | --- | ---------- | --------- | ------- | --- | ---------- | --------- |  | --- | -------- | ------- | 
|                                             |                             |     | Year ended March 31, 2002
|                                             |                             |     |                          
|                                             |                             |     |                           |            |              |     | India and  |           |         |     |            |           |  |     |         
|                                             |                             |     | Global IT                 |            | AsiaPac IT   |     | Consumer   |           |         |     |           
|                                             |                             |     | Services and              |            | Services and |     | Care and   |           | Health 
|                                             |                             |     | Products                  |            | Products     |     | Lighting   |           | Science
|                                             |                             |     |                           |            |              |     |            |           |        
|Revenues                                     |                             | Rs. | 22,234,349                |            |              | Rs. | 6,950,495  |           |         | Rs. | 2,938,630  |           |  | Rs. | 630,132  |        
|Exchange rate fluctuations                   |                             |     | 255,810                   |            |              |     | (202       | )         |         |     | 411        |           |  |     |         |        
|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |        
|                                             | Total revenues              |     |                           | 22,490,159 |              |     |            | 6,950,293 |         |     |            | 2,939,041 |  |     |          | 630,132 | 
|Cost of revenues                             |                             |     | (12,187,696               | )          |              |     | (5,428,938 | )         |         |     | (1,999,434 | )         |  |     | (407,607 | )      
|Selling, general and administrative
expenses |                             |     | (2,508,936                | )          |              |     | (945,785   | )         |         |     | (539,347   | )         |  |     | (175,270 | )      
|Research and development expenses            |                             |     | (213,457                  | )          |              |     |           |           |         |     |           |           |  |     |         |        
|Amortization of intangible assets            |                             |     |                          |            |              |     |           |           |         |     |           |           |  |     |         |        
|Exchange rate fluctuations                   |                             |     |                          |            |              |     |           |           |         |     |           |           |  |     |         |        
|Others, net                                  |                             |     | (2,395                    | )          |              |     | 2,786      |           |         |     | 3,256      |           |  |     |         |        
|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |        
|                                             | Operating income of segment |     | Rs.                       | 7,577,675  |              |     | Rs.        | 578,356   |         |     | Rs.        | 403,516   |  |     | Rs.      | 47,255  | 
|                                             |                             |     |                           |            |              |     |            |           |         |     |            |           |  |     |          |        
|Total assets of segment (3)                  |                             | Rs. | 11,196,573                |            |              | Rs. | 3,532,129  |           |         | Rs. | 1,076,291  |           |  | Rs. | 255,674  |        
|Capital employed (3)                         |                             |     | 8,732,946                 |            |              |     | 966,997    |           |         |     | 708,041    |           |  |     | 154,201  |        
|Return on capital employed (1), (3)          |                             |     | 92                        | %          |              |     | 56         | %         |         |     | 52         | %         |  |     | 35       | %      
|Accounts receivable                          |                             |     | 3,700,657                 |            |              |     | 1,810,889  |           |         |     | 172,426    |           |  |     | 103,632  |        
|Depreciation                                 |                             |     | 974,452                   |            |              |     | 153,157    |           |         |     | 61,596     |           |  |     | 5,565    |        

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                             |                             |     |                           |         |             |     |            |          |   |     |             |            | 
|-------------------------------------------- | --------------------------- | --- | ------------------------- | ------- | ----------- | --- | ---------- | -------- | - | --- | ----------- | ---------- | 
|                                             |                             |     | Year ended March 31, 2002
|                                             |                             |     |                          
|                                             |                             |     | Others                    |         |             |     |            |          |   |     |            
|                                             |                             |     | (net of                   |         | Reconciling |     | Entity    
|                                             |                             |     | eliminations)             |         | Items (2)   |     | Total     
|                                             |                             |     |                           |         |             |     |           
|Revenues                                     |                             | Rs. | 719,864                   |         |             | Rs. |           |          |   | Rs. | 33,473,470  |           
|Exchange rate fluctuations                   |                             |     | 87                        |         |             |     | (256,106   | )        |   |     |            |           
|                                             |                             |     |                           |         |             |     |            |          |   |     |             |           
|                                             | Total revenues              |     |                           | 719,951 |             |     |            | (256,106 | ) |     |             | 33,473,470 | 
|Cost of revenues                             |                             |     | (637,732                  | )       |             |     |           |          |   |     | (20,661,407 | )         
|Selling, general and administrative
expenses |                             |     | (75,789                   | )       |             |     | (113,775   | )        |   |     | (4,358,902  | )         
|Research and development expenses            |                             |     |                          |         |             |     |           |          |   |     | (213,457    | )         
|Amortization of intangible assets            |                             |     |                          |         |             |     | (250       | )        |   |     | (250        | )         
|Exchange rate fluctuations                   |                             |     |                          |         |             |     | 218,968    |          |   |     | 218,968     |           
|Others, net                                  |                             |     | 18,542                    |         |             |     | (39,032    | )        |   |     | (16,843     | )         
|                                             |                             |     |                           |         |             |     |            |          |   |     |             |           
|                                             | Operating income of segment |     | Rs.                       | 24,972  |             |     | Rs.        | (190,195 | ) |     | Rs.         | 8,441,579  | 
|                                             |                             |     |                           |         |             |     |            |          |   |     |             |           
|Total assets of segment (3)                  |                             | Rs. | 776,705                   |         |             | Rs. | 16,801,762 |          |   | Rs. | 33,639,134  |           
|Capital employed (3)                         |                             |     | 511,984                   |         |             |     | 16,789,912 |          |   |     | 27,864,081  |           
|Return on capital employed (1), (3)          |                             |     |                          |         |             |     |           |          |   |     |            |           
|Accounts receivable                          |                             |     | 84,592                    |         |             |     | 108,707    |          |   |     | 5,980,903   |           
|Depreciation                                 |                             |     | 27,709                    |         |             |     | 67,509     |          |   |     | 1,289,988   |           





---



##### Table of Contents





|                                             |                             |     |                           |            |            |     |              |           |            |     |            |           |  |     |            |           | 
|-------------------------------------------- | --------------------------- | --- | ------------------------- | ---------- | ---------- | --- | ------------ | --------- | ---------- | --- | ---------- | --------- |  | --- | ---------- | --------- | 
|                                             |                             |     | Year ended March 31, 2003
|                                             |                             |     |                          
|                                             |                             |     |                           |            |            |     |              |           |            |     | India and  |           |  |     |           
|                                             |                             |     | Global IT                 |            |            |     |              |           | AsiaPac IT |     | Consumer  
|                                             |                             |     | Services and              |            | IT-Enabled |     | Services and |           | Care and  
|                                             |                             |     | Products                  |            | Services   |     | Products     |           | Lighting  
|                                             |                             |     |                           |            |            |     |              |           |           
|Revenues                                     |                             | Rs. | 28,250,781                |            |            | Rs. | 1,614,049    |           |            | Rs. | 8,040,567  |           |  | Rs. | 2,942,071  |          
|Exchange rate fluctuations                   |                             |     | 297,800                   |            |            |     | 29,846       |           |            |     | 5,685      |           |  |     | 607        |          
|                                             |                             |     |                           |            |            |     |              |           |            |     |            |           |  |     |            |          
|                                             | Total revenues              |     |                           | 28,548,581 |            |     |              | 1,643,895 |            |     |            | 8,046,252 |  |     |            | 2,942,678 | 
|Cost of revenues                             |                             |     | (16,515,424               | )          |            |     | (975,076     | )         |            |     | (6,286,506 | )         |  |     | (2,008,178 | )        
|Selling, general and
administrative expenses |                             |     | (3,684,577                | )          |            |     | (285,988     | )         |            |     | (1,283,235 | )         |  |     | (513,310   | )        
|Research and development
expenses            |                             |     | (260,481                  | )          |            |     |             |           |            |     |           |           |  |     |           |          
|Amortization of intangible
assets            |                             |     | (10,221                   | )          |            |     | (135,000     | )         |            |     |           |           |  |     |           |          
|Exchange rate fluctuations                   |                             |     |                          |            |            |     |             |           |            |     |           |           |  |     |           |          
|Others, net                                  |                             |     | 12,043                    |            |            |     | (1,290       | )         |            |     | 62,801     |           |  |     | 891        |          
|                                             |                             |     |                           |            |            |     |              |           |            |     |            |           |  |     |            |          
|                                             | Operating income of segment |     | Rs.                       | 8,089,921  |            |     | Rs.          | 246,541   |            |     | Rs.        | 539,312   |  |     | Rs.        | 422,081   | 
|                                             |                             |     |                           |            |            |     |              |           |            |     |            |           |  |     |            |          
|Total assets of segment (3)                  |                             | Rs. | 16,562,536                |            |            | Rs. | 5,404,468    |           |            | Rs. | 3,472,802  |           |  | Rs. | 1,085,692  |          
|Capital employed (3)                         |                             |     | 13,704,421                |            |            |     | 4,961,847    |           |            |     | 1,012,091  |           |  |     | 662,134    |          
|Return on capital
employed (1), (3)          |                             |     | 72                        | %          |            |     | 7            | %         |            |     | 55         | %         |  |     | 62         | %        
|Accounts receivable                          |                             |     | 5,270,785                 |            |            |     | 258,470      |           |            |     | 1,665,747  |           |  |     | 197,412    |          
|Depreciation                                 |                             |     | 1,048,222                 |            |            |     | 149,931      |           |            |     | 173,766    |           |  |     | 61,276     |          

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                             |                             |     |                           |         |               |     |             |           |        |     |            |          |   |     |             |            | 
|-------------------------------------------- | --------------------------- | --- | ------------------------- | ------- | ------------- | --- | ----------- | --------- | ------ | --- | ---------- | -------- | - | --- | ----------- | ---------- | 
|                                             |                             |     | Year ended March 31, 2003
|                                             |                             |     |                          
|                                             |                             |     |                           |         |               |     | Others      |           |        |     |            |          |   |     |            
|                                             |                             |     | Health                    |         | (net of       |     | Reconciling |           | Entity
|                                             |                             |     | Science                   |         | eliminations) |     | Items (2)   |           | Total 
|                                             |                             |     |                           |         |               |     |             |           |       
|Revenues                                     |                             | Rs. | 906,221                   |         |               | Rs. | 1,096,211   |           |        | Rs. |           |          |   | Rs. | 42,849,900  |           
|Exchange rate fluctuations                   |                             |     | (6,246                    | )       |               |     | (2,985      | )         |        |     | (324,707   | )        |   |     |            |           
|                                             |                             |     |                           |         |               |     |             |           |        |     |            |          |   |     |             |           
|                                             | Total revenues              |     |                           | 899,975 |               |     |             | 1,093,226 |        |     |            | (324,707 | ) |     |             | 42,849,900 | 
|Cost of revenues                             |                             |     | (592,748                  | )       |               |     | (798,507    | )         |        |     |           |          |   |     | (27,176,439 | )         
|Selling, general and
administrative expenses |                             |     | (295,938                  | )       |               |     | (96,461     | )         |        |     | (33,144    | )        |   |     | (6,192,653  | )         
|Research and development
expenses            |                             |     |                          |         |               |     |            |           |        |     |           |          |   |     | (260,481    | )         
|Amortization of intangible
assets            |                             |     | (21,100                   | )       |               |     |            |           |        |     |           |          |   |     | (166,321    | )         
|Exchange rate fluctuations                   |                             |     |                          |         |               |     |            |           |        |     | 306,639    |          |   |     | 306,639     |           
|Others, net                                  |                             |     | 5,681                     |         |               |     | 5,722       |           |        |     | 39,775     |          |   |     | 125,623     |           
|                                             |                             |     |                           |         |               |     |             |           |        |     |            |          |   |     |             |           
|                                             | Operating income of segment |     | Rs.                       | (4,130  | )             |     | Rs.         | 203,980   |        |     | Rs.        | (11,437  | ) |     | Rs.         | 9,486,268  | 
|                                             |                             |     |                           |         |               |     |             |           |        |     |            |          |   |     |             |           
|Total assets of segment (3)                  |                             | Rs. | 780,638                   |         |               | Rs. | 821,731     |           |        | Rs. | 14,653,024 |          |   | Rs. | 42,780,891  |           
|Capital employed (3)                         |                             |     | 495,488                   |         |               |     | 619,856     |           |        |     | 14,708,270 |          |   |     | 36,164,107  |           
|Return on capital
employed (1), (3)          |                             |     | (1                        | %)      |               |     |            |           |        |     |           |          |   |     |            |           
|Accounts receivable                          |                             |     | 314,926                   |         |               |     | 223,507     |           |        |     |           |          |   |     | 7,930,847   |           
|Depreciation                                 |                             |     | 16,718                    |         |               |     | 31,755      |           |        |     | 50,039     |          |   |     | 1,531,707   |           



|(1) |  | Return on capital employed is computed based on the average of the capital
employed at the beginning and at the end of the period.                                                                                                                                                                                                                                                                   
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Reconciling items include assets of the discontinued ISP division.                                                                                                                                                                                                                                                                                                                                   
|   
|(3) |  | The total assets, capital employed, return on capital employed and
operating income for the India and AsiaPac IT Services and Products segment
excludes the impact of certain acquisition-related goodwill relating to the
segment. This goodwill of Rs. 831,557, Rs. 656,240 and Rs. 656,240 as of March
31, 2001, 2002 and 2003 respectively has been reported as a component of
reconciling items.

The Company has four geographic segments : India, the United States, Europe
and Rest of the world.

Revenues from the geographic segments based on domicile of the customer is
as follows :

|                  |  |                     |  |  |  |      |            |      |  |      |            |  |  |     |            | 
|----------------- |  | ------------------- |  |  |  | ---- | ---------- | ---- |  | ---- | ---------- |  |  | --- | ---------- | 
|                  |  | Year ended March 31
|                  |  |                    
|                  |  |                     |  |  |  | 2001 |            | 2002 |  | 2003
|                  |  |                     |  |  |  |      |            |      |  |     
|India             |  |                     |  |  |  | Rs.  | 12,319,658 |      |  | Rs.  | 11,044,014 |  |  | Rs. | 12,141,251 | 
|United States     |  |                     |  |  |  |      | 11,430,738 |      |  |      | 12,688,593 |  |  |     | 20,047,947 | 
|Europe            |  |                     |  |  |  |      | 5,070,806  |      |  |      | 8,255,195  |  |  |     | 8,502,650  | 
|Rest of the world |  |                     |  |  |  |      | 1,821,484  |      |  |      | 1,485,668  |  |  |     | 2,158,052  | 
|                  |  |                     |  |  |  |      |            |      |  |      |            |  |  |     |            | 
|                  |  |                     |  |  |  | Rs.  | 30,642,686 |      |  | Rs.  | 33,473,470 |  |  | Rs. | 42,849,900 | 
|                  |  |                     |  |  |  |      |            |      |  |      |            |  |  |     |            | 

29. Fair Value of Financial Instruments

The fair values of the Companys current assets and current liabilities
approximate their carrying values because of their short-term maturity. Such
financial instruments are classified as current and are expected to be
liquidated within the next twelve months.





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##### Table of Contents






Part IV




Item 19. Exhibits

|        |  |                                                                                                                             |  |  |  | 
|------- |  | --------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  |                                                                                                                             |  |  |  | 
|Number  |  | Description                                                                                                                 |  |  |  | 
|        |  |                                                                                                                             |  |  |  | 
|*3.1    |  | Articles of Association of Wipro Limited, as amended.                                                                      
|        |  |                                                                                                                            
|*3.2    |  | Memorandum of Association of Wipro Limited, as amended.                                                                    
|        |  |                                                                                                                            
|*3.3    |  | Certificate of Incorporation of Wipro Limited, as amended.                                                                 
|        |  |                                                                                                                            
|*4.1    |  | Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt).                              
|        |  |                                                                                                                            
|*4.2    |  | Wipros specimen certificate for equity shares.                                                                            
|        |  |                                                                                                                            
|*10.1   |  | 1999 Employee Stock Option Plan.                                                                                           
|        |  |                                                                                                                            
|*10.2   |  | 2000 Employee Stock Option Plan.                                                                                           
|        |  |                                                                                                                            
|*10.3   |  | Wipro Equity Reward Trust.                                                                                                 
|        |  |                                                                                                                            
|*10.4   |  | 2000 ADS Option Plan.                                                                                                      
|        |  |                                                                                                                            
|*10.5   |  | Form of Indemnification Agreement.                                                                                         
|        |  |                                                                                                                            
|*10.6   |  | Asset Credit Scheme Loan between Wipro Limited and ICICI Limited, dated September 19, 1996, as amended.                    
|        |  |                                                                                                                            
|*10.7   |  | Share Purchase Agreement between Wipro Limited and ICICI Limited, for
shares of Wipro Net Limited, dated December 28, 1999.
|        |  |                                                                                                                            
|*10.8   |  | Option Agreement between Wipro Limited and ICICI Limited, dated December 28, 1999.                                         
|        |  |                                                                                                                            
|*10.9   |  | Pledge Agreement by Azim H. Premji and ICICI Limited, dated
December 28, 1999.                                             
|        |  |                                                                                                                            
|*21.1   |  | List of Wipros subsidiaries.                                                                                              
|        |  |                                                                                                                            
|99.1    |  | Certification of Chief Executive Officer and Chief Financial Officer under Section 302 of the Sarbanes Oxley Act.          
|        |  |                                                                                                                            
|99.2    |  | Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes Oxley Act.          
|        |  |                                                                                                                            
|99.3    |  | Code of Ethics for Principal and Finance Officers                                                                          
|        |  |                                                                                                                            
|99.4    |  | Wipros Ombudsprocess                                                                                                      



---

|* |  | 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.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------





---



##### Table of Contents






Signatures

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

|                 |  |                                  
|---------------- |  | ---------------------------------
|                 |  | For Wipro Limited                
|                 |  |                                  
|                 |  | /s/ Azim H. Premji               
|                 |  |                                  
|Bangalore, India |  | Azim H. Premji,                  
|June 9, 2003     |  | Chairman and Managing Director   
|                 |  |                                  
|                 |  | /s/ Suresh C. Senapaty           
|                 |  |                                  
|                 |  | Suresh C. Senapaty,              
|                 |  | Executive Vice President, Finance





---



##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                             |  |  |  | 
|------- |  | --------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit |  |                                                                                                                             |  |  |  | 
|Number  |  | Description                                                                                                                 |  |  |  | 
|        |  |                                                                                                                             |  |  |  | 
|*3.1    |  | Articles of Association of Wipro Limited, as amended.                                                                      
|        |  |                                                                                                                            
|*3.2    |  | Memorandum of Association of Wipro Limited, as amended.                                                                    
|        |  |                                                                                                                            
|*3.3    |  | Certificate of Incorporation of Wipro Limited, as amended.                                                                 
|        |  |                                                                                                                            
|*4.1    |  | Form of Deposit Agreement (including as an exhibit, the form of American Depositary Receipt).                              
|        |  |                                                                                                                            
|*4.2    |  | Wipros specimen certificate for equity shares.                                                                            
|        |  |                                                                                                                            
|*10.1   |  | 1999 Employee Stock Option Plan.                                                                                           
|        |  |                                                                                                                            
|*10.2   |  | 2000 Employee Stock Option Plan.                                                                                           
|        |  |                                                                                                                            
|*10.3   |  | Wipro Equity Reward Trust.                                                                                                 
|        |  |                                                                                                                            
|*10.4   |  | 2000 ADS Option Plan.                                                                                                      
|        |  |                                                                                                                            
|*10.5   |  | Form of Indemnification Agreement.                                                                                         
|        |  |                                                                                                                            
|*10.6   |  | Asset Credit Scheme Loan between Wipro Limited and ICICI Limited, dated September 19, 1996, as amended.                    
|        |  |                                                                                                                            
|*10.7   |  | Share Purchase Agreement between Wipro Limited and ICICI Limited, for
shares of Wipro Net Limited, dated December 28, 1999.
|        |  |                                                                                                                            
|*10.8   |  | Option Agreement between Wipro Limited and ICICI Limited, dated December 28, 1999.                                         
|        |  |                                                                                                                            
|*10.9   |  | Pledge Agreement by Azim H. Premji and ICICI Limited, dated
December 28, 1999.                                             
|        |  |                                                                                                                            
|*21.1   |  | List of Wipros subsidiaries.                                                                                              
|        |  |                                                                                                                            
|99.1    |  | Certification of Chief Executive Officer and Chief Financial Officer under Section 302 of the Sarbanes Oxley Act.          
|        |  |                                                                                                                            
|99.2    |  | Certification of Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes Oxley Act.          
|        |  |                                                                                                                            
|99.3    |  | Code of Ethics for Principal and Finance Officers                                                                          
|        |  |                                                                                                                            
|99.4    |  | Wipros Ombudsprocess                                                                                                      



---

|* |  | 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.
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------