1. The above audited financial results were approved by the Board of Directors of the Company at its meeting held on April 22, 2009.

2. The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis, except for certa in financial instruments which are measured on a fair value basis. GAAP comprises Accounting Standards specified in the Companies (Accounting Standards) Rules, 2006, Accounting Standards issued by the Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India.

3. The total revenues represent the aggregate revenue and includes all allocable other income and exchange differences which are reported in other income in the financial statements.

4. In December 2007, the ICAI issued AS 30. Although AS 30 becomes recommendatory in respect of accounting periods commencing on or after April 1, 2009 and mandatory in respect of accounting periods commencing on or after April 1, 2011, in March 2008 the ICAI announced that the earlier adoption of AS 30 is encouraged.

Pursuant to ICAI Announcement “Accounting for Derivatives” on the early adoption of AS 30, the Company has early adopted the entire Standard from April 1, 2008, to the extent that the adoption does not conflict with existing mandatory accounting standards and other authoritative pronouncements, Company law and other regulatory requirements.

Until March 31, 2008, the Company applied the recognition and measurement principles as set out in AS 30 in accounting for derivatives and hedge accounting. Changes in the fair values of derivative financial instruments designated as cash flow hedges were recognized directly in shareholders’ fund and reclassified into the profit and loss account upon the occurrence of the hedged transaction. Changes in fair value relating to the ineffective portion of the hedges and derivatives not designated as hedges were recognized in the profit and loss account as they arose.

As the Company was already applying the principles of AS 30 in respect of its accounting for derivative financial instruments in relation to derivative and hedge accounting, the early adoption of AS 30 did not have a material impact on the Company.

In addition, the Company has designated USD 267 million and Euro 40 million of forward contracts as hedges of equity investments in foreign subsidiaries. The Company has also designated a yen -denominated foreign currency borrowing amounting to JPY 27 billion, along with a floating for floating Cross -Currency Interest Rate Swap (CCIRS), as a hedging instrument to hedge its net investment in a non -integral foreign operation. Further, the company has also designated yen-denominated foreign currency borrowing amounting to JPY 8 billion along with floating for fixed CCIRS as cash flow hedge of the yen- denominated borrowing and also as a hedge of net investment in a non-integral foreign operation. As equity investments in foreign subsidiaries are stated at historical cost, in the standalone financial statements, the changes in fair value of forward contract, the yen- denominated foreign currency borrowing and the related CCIRS amounting to Rs 7,454 Million for the year ended March 31, 2009 has been recorded in the profit and loss account.

Derivatives

As of March 31, 2009, the Company had derivative financial instruments to sell USD 1,060 Million, GBP 54 Million, and JPY 6,130 Million relating to highly probable forecasted transactions. As of March 31, 2008, the Company had derivative financial instruments to sell USD 2,497 Million, GBP 84 Million, EUR 24 Million and JPY 7,682 Million relating to highly probable forecasted transactions. As of March 31, 2009 the Company has recognized mark-to-market losses of Rs. 16,859 Million (2008: Rs.1097 Million) relating to derivative financial instruments that are designated as effective cash flow hedges in the shareholders’ fund.

As of March 2009, the Company had undesignated derivative financial instruments to sell USD 612 Million, GBP 53 Million and EUR 39 Million. As of March 31, 2008, the Company had undesignated derivative financial instruments to sell USD 414 Million, GBP 58 Million and EUR 39 Million. As of March 31, 2009, the Company has recognized mark-to-market gain/(losses) on such derivative financial instruments through the profit and loss account.

5. Employees covered under Stock Option Plans and Restricted Stock Unit (RSU) Option Plans are granted an option to purchase shares of the Company at the respective exercise prices, subject to requirements of vesting conditions. These options generally vest over a period of five years from the date of grant. Upon vesting, the employees can acquire one equity share for every option. The maximum contractual term for aforementioned stock option plans is generally 10 years.

The stock compensation cost is computed under the intrinsic value method and amortised on a straight line basis over the total vesting period of five years. The Company has granted 8,366,676 options under RSU Options Plan and 120,000 options under Stock Options Plan during the year ended March 31, 2009.

For the year ended March 31, 2009, the Company has recorded stock compensation expense of Rs 1,685 Million. (2008: Rs 1,101 Million).

The Finance Act, 2007 introduced Fringe Benefit Tax (FBT) on employee stock options. The difference between the fair value of the underlying share on the date of vesting and the exercise price paid by the employee is subject to FBT. The Company recovers such tax from the employee. During the year ended March 31, 2009 the Company has recognised FBT liability and related recovery of Rs.197 Million (2008: Rs 81 Million) arising from the exercise of stock options. The Company’s obligation to pay FBT arises only upon the exercise of stock options.

6. During the quarter ended March 31, 2008, pursuant to the scheme of amalgamation Wipro Infrastructure Engineering Ltd (‘WIN’), Quantech Global Services Ltd (‘Quantech’), Wipro Healthcare IT Ltd (‘WHCIT’), mPower Software Services India Pvt Ltd (‘mPower’), mPact Technology Service Pvt Ltd (‘mPact’) and cMango India Pvt Ltd (‘cMango’) were merged with the Company with retrospective effect from April 1, 2007, the appointed date. However, since the relevant Court order was received during the quarter ended March 31, 2008, the financial results for that quarter were reported considering the effect of these mergers. Accordingly, the current quarter ended numbers are not comparable with those of the quarter ended March 31, 2008.

7. In January 2009, the Company acquired 100% shareholding in India based Citi Technology Services Ltd (subsequently renamed as Wipro Technology Services Ltd - WTS) for a purchase consideration of US $ 127 million. WTS is an India based provider of information technology services and solutions to Citi Group worldwide. WTS has a strong competency in Technology Infrastructure Services (TIS), application development and maintenance services (ADM) for cards, capital markets and corporate banking. The acquisition will enhance Wipro’s capabilities to compete for both TIS business and ADM business in the financial service industry.

8. In March 2009, Ministry of Corporate affairs issued a notification amending AS 11, ‘The effects of changes in foreign exchange rates’. Before the amendment, AS 11 required the exchange gain / losses on the long term foreign currency monetary asset/ liability to be charged off fully in the profit and loss account.

The amended AS 11 provides an irrevocable option to the Company to amortise exchange rate fluctuation on long term foreign currency monetary asset/ liability over the life of the asset/ liability or March 31, 2011, whichever is earlier. The amendment is applicable retroactively from the financial year beginning on or after December 7, 2006.

The Company has elected not to e exercise the option.

9. The Board of Directors recommended a final dividend of Rs. 4 per share (200% on an equity share of par value of Rs. 2/- each) for the year ended March 31, 2009. The payment is subject to the approval of the shareholders in the ensuing Annual General Meeting of the company.

10. Corresponding figures for previous periods presented have been regrouped, where necessary, to conform to the current period classification.

Azim H Premji
Chairman