On behalf of the Board of Directors, I am happy to present the 65th
 Directors Report of your Company along with the Balance Sheet and
 Profit and Loss Account for the year ended March 31, 2011.
 
 Financial Performance
 
 Key aspects of consolidated fnancial performance for Wipro and its
 group companies and standalone fnancial results for Wipro Limited for
 the fnancial year 2010-11 are tabulated below:
 
                                                    (Rs. in Mn)
 
                                 Consolidated           Standalone
 
                            2010-11     2009-10    2010-11     2009-10
 Sales and Other
 income                     316,938     276,505    269,038     237,887
 
 Profit before Tax            62,348      55,095     57,055      56,888
 
 Provision for Tax            9,695       9,163      8,618       7,908
 
 Minority interest
 and equity in
 earnings/(losses) in
 afliates                       271         378        -          -
 
 Profit for the year*         52,924      46,310     48,437      48,980
 Appropriations
 
 Interim Dividend             4,908         -        4,908        -
 
 Proposed Dividend
 on equity shares             9,818       8,809      9,818       8,809
 Corporate tax
 on distributed
 dividend                     2,204       1,283      2,204       1,283
 
 Transfer to General
 
 Reserve                      4,844      36,218      4,844      38,888
 
 Balance retained
 in Profit & Loss
 account                     31,150        -        26,663         -
 
 * Profit for the year in standalone result is after Rs. 326 million (March
 2010: Rs. 4,534 million of gains/(losses) relating to changes in fair
 value of forward contracts designated as hedges of net investment in
 non-integral foreign operations, translation of foreign currency
 borrowings and changes in fair value of related cross currency swaps
 together designated as hedges of net investment in non-integral foreign
 operations. In the consolidated Accounts, these are considered as
 hedges of net investment in non-integral foreign operations and are
 recognized directly in shareholders funds. (Refer note 6 on page 112)
 
 Global and Industry outlook
 
 According to NASSCOM Strategic Review 2011, IT spend in 2011 is
 expected to grow about 4%. It is expected that in 2011, there will be
 increased use of Cloud and Mobile Computing. IT Services is expected to
 grow by about 3.5% in 2011 and 4.5% in 2012. Organisations will look
 for alternative IT models like Cloud, On-demand Services, SaaS, etc, –
 in order to reduce hardware infrastructure costs and achieve
 scalability on demand.
 
 The Forrester US and Global IT market Outlook Q3, 2010- 11 predicts
 that U.S. IT market will grow by 6.6% in 2011.  Companies are
 increasingly turning to Ofshore Technology Service providers in order
 to meet their needs for high quality, cost competitive technology
 solutions. As a result, spending in several IT categories is expected
 to expand.
 
 Subsidiary Companies
 
 The Ministry of Corporate Afairs, Government of India, has granted a
 general exemption under section 212(8) of the Companies Act, 1956 from
 the requirement to attach detailed fnancial statements of each
 subsidiary. In compliance with the exemption granted, we have presented
 in page 163 & 164 summary fnancial information for each subsidiary.
 
 The detailed fnancial statements and audit reports of each of the
 subsidiaries are available for inspection at the registered ofce of the
 company during ofce hours between 11 am to 1 pm and upon written
 request from a shareholder, your company will arrange to send the
 fnancial statements of subsidiary companies to the said shareholder.
 
 Consolidated Results
 
 Our Sales for the current year grew by 15% to Rs.. 316,938 million and
 our Profit for the year was Rs. 52,924 million, recording an increase of
 14% over the previous year. Over the last 10 years, our Sales and Profit
 after Tax have grown at a CAGR (compounded annual growth rate) of 26%
 and 23% respectively.
 
 Dividend
 
 Your Directors recommend a fnal Dividend of 200% (Rs. 4/- per equity
 share of Rs. 2/- each) to be appropriated from the Profits of the year
 2010-11, subject to the approval of the shareholders at the ensuing
 Annual General Meeting. The Dividend will be paid in compliance with
 applicable regulations.
 
 During the year 2010-11, unclaimed dividend of Rs. 1,37,605/- was
 transferred to the Investor Education and Protection Fund, as required
 under the Investor Education and Protection Fund (Awareness and
 Protection of Investor) Rules, 2001.
 
 Interim Dividend
 
 Pursuant to the approval of Board of Directors on January 21, 2011,
 your company had distributed an interim dividend of Rs. 2/- per share, of
 face value of Rs. 2/- each, to shareholders, who were on the Register of
 Members of the company as at closing hours of January 28, 2011, being
 the record date fixed by the Board of Directors for this purpose.
 
 Issue of Bonus equity shares/American Depository Shares
 
 In terms of approval of the shareholders of the company through Postal
 Ballot pursuant to Section 192 A(2) of the Companies Act, 1956 read
 with the companies (Passing of the Resolutions by Postal Ballot) on
 June 4, 2010, the Company had allotted Bonus equity shares of Rs. 2/-
 each in the ratio of 2:3 (two bonus shares for every three shares held)
 to the shareholders of the Company who were on the Register of Members
 of the Company as on June 16, 2010, being the Record Date fixed by the
 Board of the Directors of the Company for this purpose.
 
 Mergers and Acquisitions
 
 During the year, the Company re-structured a few of its subsidiaries
 including overseas subsidiaries through merger/ other legal process.
 
 Wipro Yardley Consumer Care Private Limited, a subsidiary Company got
 merged with Wipro Limited w.e.f. April 1, 2010, being the Appointed
 Date.
 
 Investments in direct subsidiaries
 
 During the year under review, your Company had invested an aggregate of
 USD 34 Mn as equity in its direct subsidiaries i.e. Wipro Cyprus
 Private Limited, Wipro Inc, Wipro Holdings Mauritius Limited and Wipro
 Infrastructure Engineering Machinery (Changzhou) Co., Ltd. Apart from
 this, your Company had funded its subsidiaries, from time to time, as
 per the fund requirements, through loans, guarantees and other means.
 
 Corporate Governance & Corporate Social Responsibility
 
 Your company believes that Corporate Governance is the basis of
 stakeholder satisfaction. Your companys governance practices are
 described separately in page 63 of this annual report. Your company has
 obtained a certifcation from V. Sreedharan & Associates, Company
 Secretaries on compliance with clause 49 of the listing agreement with
 Indian Stock Exchanges. This certifcate is given in page 92.
 
 With a view to strengthen the Corporate Governance framework, the
 Ministry of Corporate Afairs has incorporated certain provisions in the
 Companies Bill 2009. The Ministry of Corporate Afairs has also issued a
 set of Voluntary Guidelines on Corporate Governance and Corporate
 Social Responsibility in December 2009 for adoption by companies. The
 Guidelines broadly outline conditions for appointment of directors,
 guiding principles to remunerate directors, responsibilities of the
 Board, Risk Management, rotation of audit partners, audit frms and
 conduct of secretarial audit and other Corporate Governance and
 Corporate Social Responsibility related disclosures. Your Company has
 by and large complied with various requirements and is in the process
 of initiating appropriate action for other applicable requirements.
 
 Corporate Governance is also related to Innovation and strategy as the
 organizations ideas of Innovation and strategies are driven to enhance
 stakeholder satisfaction.
 
 Personnel
 
 The particulars of employees as required by Section 217 (2A) of the
 Companies Act, 1956, read with the Companies (Particulars of Employee)
 Rules, 1975 as amended have been provided as Annexure C to this
 report.
 
 Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans
 
 Information relating to stock options program of the Company is
 provided as Annexure B of this report. The information is being
 provided in compliance with Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme) and (Employee Stock
 Purchase Scheme) Guidelines, 1999, as amended. No employee was issued
 Stock Option, during the year equal to or exceeding 1% of the issued
 capital of the Company at the time of grant.
 
 Foreign Exchange Earnings and Outgoings
 
 During the year, your company has earned foreign exchange of Rs. 183,771
 million and the outgoings in foreign exchange were Rs. 85,642 million,
 including outgoings on materials imported and dividend.
 
 Research and Development
 
 Requirement under Rule 2 of Companies (Disclosure of particulars in the
 report of Board of Directors) Rules, 1988 regarding Technical
 Absorption and Research and Development in Form B is given in Page 54
 of the Annual Report, to the extent applicable.
 
 Conservation of Energy
 
 The Company has taken several steps to conserve energy through its “Eco
 Eye and Sustainability” initiatives disclosed separately as part of
 this Annual Report. The information on Conservation of Energy required
 under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988 is provided in Annexure A in page 53 of this
 annual report.
 
 Directors:
 
 (A) Appointment
 
 1.  Mr. T. K. Kurien was appointed as an Additional Director of the
 Company with effect from February 1, 2011 in accordance with Section
 260 of the Companies Act, 1956, by the Board of Directors at its
 meeting held on January 21, 2011. Mr. T. K.  Kurien will hold ofce till
 the date of the Annual General Meeting of the Company scheduled to be
 held on July 19, 2011. The requisite notices together with necessary
 deposits have been received from a member pursuant to Section 257 of
 the Companies Act, 1956 proposing the election of Mr. T.K. Kurien as a
 Director of the Company. Accordingly, necessary resolution has been
 included in the notice for calling Annual General Meeting, for his
 appointment as a Director (designated as CEO (IT Business) and
 Executive Director).
 
 2.  Mr. M.K. Sharma was appointed as an Additional Director of the
 Company in accordance with Section 260 of the Companies Act, 1956, by
 the Board of Directors with efect from July 1, 2011. The Additional
 Director would hold ofce till the date of Annual General Meeting of the
 Company scheduled to be held on July 19, 2011. The requisite notices
 together with necessary deposits have been received from a member
 pursuant to section 257 of the Companies Act, 1956 proposing the
 election of Mr. M. K. Sharma, as a Director.
 
 (B) Re-appointment
 
 Articles of Association of the Company provide that at least two- third
 of our Directors shall be subject to retirement by rotation.  One third
 of these retiring Directors must retire from ofce at each Annual
 General Meeting of the shareholders. A retiring Director is eligible
 for reelection. Mr. Suresh C Senapaty, Mr William Arthur Owens and Mr B
 C Prabhakar retire by rotation and being eligible ofer themselves for
 reappointment at the ensuing Annual General Meeting. The Board
 Governance and Nomination Committee have recommended their
 re-appointment for consideration of the Shareholders.
 
 Board of Directors vide circular resolution of June 15, 2011,
 re-appointed Mr. Azim H Premji as Chairman and Managing Director of the
 Company (designated as “Chairman”) for a further period of two years
 with efect from July 31, 2011. This re-appointment is subject to the
 approval of the shareholders of the Company at the ensuing Annual
 General Meeting.
 
 (C) Cessation
 
 During the year 2010-11 Mr. Girish S Paranjpe and Mr. Suresh Vaswani
 resigned as Board members of the company with efect from closure of
 business hours on January 31, 2011.
 
 The Board places on record the valuable contributions of Mr. Girish S
 Paranjpe and Mr. Suresh Vaswani during their tenure as Directors of the
 Company.
 
 Managements Discussion and Analysis Report
 
 The Managements Discussion and Analysis on Companys performance –
 industry trends and other material changes with respect to the Company
 and its subsidiaries, wherever applicable, are presented on pages 32
 through 48 of this annual report.
 
 Re-appointment of Statutory Auditor
 
 The auditors, M/s. BSR & Co., Chartered Accountants, retire at the
 ensuing Annual General Meeting and have confrmed their eligibility and
 willingness to accept ofce, if re-appointed. The proposal for their
 re-appointment is included in the notice for Annual General Meeting
 sent herewith.
 
 Re-appointment of Cost Auditor
 
 Pursuant to the direction from the Ministry of Corporate Afairs for
 appointment of Cost Auditors, your Board of Directors has re-appointed
 M/s. P.D. Dani & Co., Cost Accountants, as the Cost Auditor for the
 year ended March 31, 2012.
 
 The Cost Audit report for the year ended March 31, 2010 was due on
 September 30, 2010 and was fled by the cost Auditor on August 25, 2010.
 
 Fixed Deposits
 
 Your company has not accepted any fixed deposits. Hence, there is no
 outstanding amount as on the Balance Sheet date.
 
 Green Initiatives in Corporate Governance
 
 Ministry of Corporate Afairs has recently permitted companies to send
 electronic copies of Annual Report, notices etc., to the e-mail IDs of
 shareholders. We have accordingly arranged to send the soft copies of
 these documents to the e-mail IDs of shareholders wherever applicable.
 In case any of the shareholder would like to receive physical copies of
 these documents, the same shall be forwarded on written request to the
 Registrars M/s. Karvy Computer Share Private Limited.
 
 Directors Responsibility Statement
 
 On behalf of the Directors I confrm that as required under Section 217
 (2AA) of the Companies Act, 1956.
 
 a) In the preparation of the annual accounts, the applicable accounting
 standards have been followed and that no material departures are made
 from the same;
 
 b) We have selected such accounting policies and applied them
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give true and fair view of the state of afairs of the
 Company at the end of the fnancial year and of the Profits of the
 Company for the period;
 
 c) We have taken proper and sufcient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities; and
 
 d) We have prepared the annual accounts on a going concern basis.
 
 Acknowledgements and Appreciation
 
 Your Directors take this opportunity to thank the customers,
 shareholders, suppliers, bankers, business partners/associates,
 fnancial institutions and Central and State Governments for their
 consistent support and encouragement to the Company.  I am sure you
 will join our Directors in conveying our sincere appreciation to all
 employees of the Company for their hard work and commitment. Their
 dedication and competence has ensured that the Company continues be a
 signifcant and leading player in the IT services industry.
 
 For and on behalf of the Board of Directors
 
 Azim H. Premji,
 
 Chairman
 
 Bangalore, June 17, 2011