Dear Shareholders,
 
 I am happy to present the 66th Directors'' Report of your Company along
 with the Balance Sheet and Profit and Loss Account for the year ended
 March 31, 2012.
 
 Financial Performance
 
 Key aspects of financial performance for Wipro and its group companies
 and standalone / consolidated financial results of Wipro Limited for
 the financial year 2011-12 are tabulated below:
 
                                                          (Rs in Mn)
                                 Consolidated        Standalone
                               2011-12   2010-11   2011-12     2010-11
 
 Sales and Other
 income                        384,563   318,094   329,103     269,812
 
 Profit before Tax              69,813    62,348    59,186      57,055
 
 Provision for Tax              13,845     9,695    12,335       8,618
 
 Minority interest and 
 equity in earnings/(losses) 
 in affiliates                      77       271         -           -
 
 Profit for the year*           56,045    52,924    46,851      48,437
 
 Appropriations
 
 Interim Dividend                4,917     4,908     4,917       4,908
 
 Proposed Dividend
 on equity shares                9,835     9,818     9,835       9,818
 
 Corporate tax on distributed
 dividend                        2,393     2,204     2,393       2,204
 
 Transfer to General
 Reserve                         4,685     4,844     4,685       4,844
 
 Balance retained in 
 Profit & Loss account          65,365    31,150    51,684      26,663
 
 *profit for the year in standalone results is after considering loss of
 Rs 2,787 million (March 2011: gain of Rs 326 million) 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 33 on page 141)
 
 Outlook
 
 According to Nasscom Strategic Review 2012, Global technology spend is
 expected to grow by 5% in 2012. Worldwide IT Services spending is
 expected to grow 4.3% in 2012 and 4.7% in 2013. The growth is fuelled
 both by use of IT to reduce cost structures as well as increased
 adoption of cloud, mobility, analytics and social media. India accounts
 for less than 5% of the global technology spending and this provides a
 strong headroom for growth of the IT-BPO sector in India.
 
 Worldwide IT spending is forecast to total .7 trillion in 2012, a 2.5
 percent increase from 2011, according to the latest outlook by Gartner,
 Inc.
 
 Subsidiary Companies
 
 The Ministry of Corporate Affairs, Government of India, has granted a
 general exemption under section 212(8) of the Companies Act, 1956 from
 the requirement to attach detailed financial statements of each
 subsidiary. In compliance with the exemption granted, we have presented
 in page 190 to 192 summary financial information for each subsidiary.
 
 The detailed financial statements and audit reports of each of the
 subsidiaries are available for inspection at the registered office of
 the company during office hours between 11 am to 1 pm and upon written
 request from a shareholder, your company will arrange to send the
 financial statements of subsidiary companies to the said shareholder.
 
 Consolidated Results
 
 Our Sales for the current year grew by 21% to Rs 384,563 million and our
 Profit for the year was Rs 56,045 million, recording an increase of 6%
 over the previous year.
 
 Dividend
 
 Your Directors recommend a final Dividend of 200% (Rs 4/- per equity
 share of Rs 2/- each) to be appropriated from the profits of the year
 2011-12, 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 2011-12, unclaimed dividend of Rs 5,731,075/- 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 20, 2012,
 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 25, 2012, being
 the record date fixed by the Board of Directors for this purpose.
 Interim Dividend was paid on February 3, 2012.
 
 Acquisitions in IT Space
 
 During the year, the Company acquired IT Business of SAIC Group and
 entered in to a Joint Venture Agreement with Kawasaki and for an
 acquisition in Brazil for its Infrastructure Engineering Business.
 
 Investments in direct subsidiaries
 
 During the year under review, your Company had invested an aggregate
 amount of USD 101 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.
 
 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 53
 to 54 of the Annual Report, to the extent applicable.
 
 Corporate Governance & Corporate Social Responsibility
 
 Your company believes that Corporate Governance is the basis of
 stakeholder satisfaction. Your company''s governance practices are
 described separately in detail in the section on Corporate Governance
 Report (page 64 to 92) of this Annual Report.  Your company has
 obtained a certificate from V. Sreedharan & Associates, Company
 Secretaries on compliance with clause 49 of the listing agreement with
 Indian Stock Exchanges. This certificate is given in page 93 of this
 Annual Report.
 
 The Ministry of Corporate Affairs had issued National Voluntary
 Guidelines on Social, Environmental and Economic Responsibilities of
 Business 2011 for adoption by companies.  The Guidelines broadly
 outline governance based on Ethics, Transparency and Accountability,
 Goods and Services that contribute to sustainability, promote well
 being of employees, respect the interest of disadvantaged, vulnerable
 and marginalised groups of stake holders, promotion of human rights,
 protect and restore environment, supporting inclusive growth and
 equitable development and provide value to our customers. Corporate
 Social Responsibility initiatives are provided in page no. 94 to 116.
 
 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 is reported in page no.  58 to 63 provided as
 annexure ''C'' to this report.
 
 Wipro Employee Stock Option Plans (WESOP) / Restricted Stock Unit Plans
 
 Summary Information on 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 234,413
 million and the outgoings in foreign exchange were Rs 99,782 million,
 including outgoings on materials imported and dividend.
 
 Conservation of Energy
 
 The Company has taken several steps to conserve energy through its
 Sustainability initiatives disclosed separately as part of this
 Annual Report. The information on Conservation of Energy as 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 52 of this
 Annual Report.
 
 Directors:
 
 (A) 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 office at each Annual
 General Meeting of the shareholders. A retiring Director is eligible
 for reelection. Dr. Jagdish N Sheth, Mr.  Shyam Saran and Dr. Henning
 Kagermann, Directors, retire by rotation and, being eligible offer
 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 approval.
 
 Group
 
 The names of the Promoters and entities comprising group (and their
 shareholding) as defined under the Monopolies and Restrictive Trade
 Practices (MRTP) Act, 1969 for the purposes of Section 3(1)(e)(i) of
 SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 1997
 include the following:
 
 Sl.   Name of the shareholder                                  No. of 
 No.                                                            shares
 
 1.    Azim H Premji                                        93,405,100
 
 2     Yasmeen A Premji                                      10,62,666
 
 3     Rishad Azim Premji                                     6,86,666
 
 4     Tariq Azim Premji                                      2,65,000
 
 5     Mr. Azim Hasham Premji Partner                      543,765,000 
       Representing Hasham Traders
 
 6     Mr Azim Hasham Premji Partner                       541,695,000 
       Representing Prazim Traders
 
 7     Mr. Azim Hasham Premji Partner                      540,408,000 
       Representing Zash Traders
 
 8     Regal Investments & Trading Company                    1,87,666 
       Pvt Ltd
 
 9     Vidya Investment & Trading Company                     1,87,666 
       Pvt Ltd
 
 10    Napean Trading & Investment Company                    1,87,666 
       Pvt Ltd
 
 11    Azim Premji Foundation (I) Pvt. Ltd                  10,843,333
 
 12    Azim Premji Trust                                  1,95,187,120
 
 13    Azim Premji Trustee Company Private                         NIL 
       Limited
 
 14    Azim Premji Foundation for                                  NIL 
       Development
 
 15    Azim Premji Foundation                                      NIL
 
 16    Azim Premji Trust Services Private Limited                  Nil
 
 17    Azim Premji Safe Deposits Private Limited                   Nil
 
 18    Azim Premji Custodial Services Private                      Nil 
       Limited
 
       Total                                             1,927,880,883
 
 Management''s Discussion and Analysis Report
 
 The Management''s Discussion and Analysis on Company''s performance -
 industry trends and other material changes with respect to the Company
 and its subsidiaries, wherever applicable, are presented from page 32
 to 48 of this Annual Report.
 
 Re-appointment of Statutory Auditor
 
 The auditors, M/s. BSR & Co (Regt. No. 101248W), Chartered Accountants,
 retire at the ensuing Annual General Meeting and have confirmed their
 eligibility and willingness to accept office, if re-appointed. The
 proposal for their re-appointment is included in the notice for Annual
 General Meeting sent herewith.
 
 Cost Audit Report
 
 The Cost Audit report for the year ended March 31, 2011 was due on
 September 30, 2011 and was filed on September 24, 2011.
 
 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 affairs have permitted companies to send
 electronic copies of Annual Report, notices, quarterly results
 intimation about dividend etc., to the e-mail IDs of shareholders.  We
 are accordingly arranging to send soft copies of these documents to the
 e-mail IDs of shareholders available with us or with our depositories.
 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 confirm 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 affairs of the
 Company at the end of the financial year and of the profits of the
 Company for the period;
 
 c) We have taken proper and sufficient 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,
 financial 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 and its Subsidiaries and Associates for their
 hard work and commitment.  Their dedication and competence has ensured
 that the Company continues be a significant and leading player in the
 IT services industry.
 
 
 
                           For and on behalf of the Board of Directors
 
                                                        Azim H. Premji,
 
                                                              Chairman
 
 Bangalore, June 15, 2012