Wipro : Notice of Annual General Meeting for FY 2023-24

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: [phone],

Website: www.wipro.com, E-mail:[e-mail],

CIN: L32102KA1945PLC020800

Dear Members,

Invitation to attend the 78th Annual General Meeting ("AGM") on Thursday, July 18, 2024

You are cordially invited to attend the Seventy Eighth Annual General Meeting of Wipro Limited ("the Company") to be held on Thursday, July 18, 2024 at 9 AM IST through video conferencing ("VC"). The Notice convening the AGM is enclosed herewith.

For ease of participation of the Members, we are providing below the key details regarding the meeting for your reference:

Sl. No.	Particulars	Details
1.	Link for live webcast of the AGM	https://www.wipro.com/investors/AGM-2024/
2.	Helpline number/e-mail for VC participation	For any assistance or support before or during the AGM, Members may
		contact the Company at [phone] or [e-mail]
		or [e-mail] [e-mail]
3.	Cut-off date for e-voting	Thursday, July 11, 2024
4.	Time period for remote e-voting	Commences at 9 AM IST on Sunday, July 14, 2024 and ends at 5 PM IST
		on Wednesday, July 17, 2024
5.	Book closure dates	Wednesday,July 17, 2024 to Thursday,July 18, 2024 (both days inclusive)
6.	Last date for publishing results of the e-voting	Monday, July 22, 2024
7.	Registrar and Share Transfer Agent contact details	Ms. Rajitha Cholleti, Deputy Vice-President - Corporate Registry and
		Ms. Swati Reddy, Manager (Unit: Wipro Limited),
		KFin Technologies Limited ("KFintech")
		E-mail:[e-mail]; [e-mail]
		Contact No.: [phone]

Yours truly,

Rishad A. Premji Chairman (DIN: 02983899)

Bengaluru

May 22, 2024

Integrated Annual Report 2023-24

01

WIPRO LIMITED

Registered Office: Doddakannelli, Sarjapur Road, Bengaluru- 560 035, Telephone: [phone],

Website: www.wipro.com, E-mail:[e-mail],

CIN: L32102KA1945PLC020800

NOTICE TO MEMBERS

Notice is hereby given that the Seventy Eighth Annual General Meeting ("AGM") of Wipro Limited ("the Company") will be held on Thursday, July 18, 2024, at 9 AM IST through video conferencing ("VC"), to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.
2. To confirm the interim dividend of C 1 per equity share declared by the Board on January 12, 2024, as the final dividend for the financial year 2023-24.
3. To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and being eligible, offers himself for re- appointment.

SPECIAL BUSINESS

4. Re-appointment of Mr. Rishad A. Premji (DIN: 02983899) as a Whole Time Director of the Company.

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT in accordance with the provisions of Section 152, 196, 197, 198, 203 and other applicable provisions if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 (including any statutory modification or re-enactment thereof) read

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with Schedule V of the Companies Act, 2013, and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Rishad A. Premji (DIN: 02983899), Whole Time Director (designated as "Executive Chairman") of the Company whose period of office is liable to expire on July 30, 2024, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as Whole Time Director (designated as "Executive Chairman") of the Company for a period of five years with effect from July 31, 2024 to July 30, 2029, not liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded to approve the payment of remuneration to Mr. Rishad A. Premji with effect from July 31, 2024 as below:

Remuneration as Whole-time Director:

1. Fixed Salary: In the range of C 50,000,000 (Rupees Five Crores only) per annum to C 120,000,000 (Rupees Twelve Crores only) per annum. The Fixed Salary can be paid as basic salary and through various allowances under Wipro Benefits Plans & Allowances, which is a basket of various allowances/reimbursements, like Leave Travel Allowance, Commutation Allowance, House Rent Allowance, and Company leased car & accommodation, etc. which one can plan as per the Company policy. The Fixed Salary may include one-

Ambitions Realized.

time payouts, if any, as well as contribution to Provident Fund, Pension Fund, and Superannuation as per Company policy and Gratuity in accordance with the provisions of the Payment of Gratuity Act. For the purpose of Gratuity, Provident Fund, Pension Fund, Superannuation and other like benefits, if any, the service of Mr. Rishad A. Premji will be considered as continuous service from the date of his joining the Company.

1. Commission: Commission at the rate of 0.35% of the incremental consolidated net profit of the Company as per Ind AS for the full year payable on an annual basis as may be determined by the Nomination and Remuneration Committee.

Other Perquisites and Benefits:

1. Furniture & Equipment Program: As per Company policy.
2. Corporate Club Fees: Fees of 2 identified clubs.
3. Personal Accident Insurance, Group Life Insurance: Personal accident cover and group life insurance cover as per Company policy.
4. Medical: Reimbursement of self, spouse and dependent children up to maximum of one month's basic pay as per the Company policy. In addition, he will be entitled to medical insurance and annual health check-up as per Company policy.
5. Leave with full pay and allowance: Leave with full pay and allowance as per Company's policy.
6. Reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per the Company's policy.
7. Minimum remuneration: Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the Executive Chairman, the Company has no profits, or its profits are inadequate, the Company will pay remuneration by way of salary including perquisites and allowances as specified under Section II of Part II of Schedule V to the Companies Act, 2013.
8. Sitting Fees: The Executive Chairman shall not be entitled to sitting fees for attending the meetings of the Board of Directors of the Company or any Committees thereof.

RESOLVED FURTHER THAT the overall remuneration payable to Mr. Rishad A. Premji shall not exceed the limits prescribed under the applicable provisions of the Companies Act, 2013 and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Integrated Annual Report 2023-24

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to alter and vary the terms and conditions of the appointment and/or remuneration based on the recommendation of the Nomination and Remuneration Committee subject to the same not exceeding the limits specified under Section 197 read with Schedule V of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force).

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolutions.

5. Re-appointment of Mr. Azim H. Premji (DIN:00234280) as a Non-Executive,Non-Independent Director of the Company.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules thereunder, and in accordance with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Azim H. Premji (DIN: 00234280), Non-Executive,Non-Independent Director of the Company whose period of office is liable to expire on July 30, 2024 and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby re-appointed as Non-Executive,Non-Independent Director of the Company and conferred with a honorary title of Founder Chairman of the Company for a period of five years with effect from July 31, 2024 to July 30, 2029, liable to retire by rotation.

RESOLVED FURTHER THAT pursuant to the approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded to approve the payment of remuneration and other benefits as below:

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1. An amount not exceeding C 10,000,000 (Rupees One Crore only) per annum, as commission, payable on quarterly basis, provided however that the aggregate remuneration, including commission, paid to the Directors other than the Whole-Time Directors in a financial year shall not exceed one percent of the net profit of the Company in terms of Section 197 of the Act and computed in the manner referred to in Section 198 of the Act.
2. Payment of sitting fees of C 100,000 (Rupees One Lakh only) for attendance of each meeting of the Board of Directors of the Company.
3. Maintenance of Founder Chairman's office, including executive assistant at Company's expense.
4. Reimbursement of travel, stay and entertainment expenses actually and properly incurred in the course of business as per the Company's policy.

RESOLVED FURTHER THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of the Members be and is hereby accorded for continuation of directorship of Mr. Azim H. Premji (DIN: 00234280) who has attained the age of 75 years, as a Non-Executive,Non-Independent Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolutions.

6. Approval of the Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 ("2024 Scheme") for grant of employee stock options, performance stock units and/or restricted stock units to the eligible employees under the 2024 Scheme.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to Section 62 of the Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Regulation 6 and other applicable provisions, if any, of the SEBI (Share Based Employee Benefits and Sweat Equity)

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Regulations, 2021 ("SEBI SBEB & SE Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions for the time being in force and as may be modified from time to time, and other laws, rules, regulations, circulars and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable (collectively referred herein as the "Applicable Laws"), the Memorandum of Association and Articles of Association of the Company, and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", and pursuant to the recommendation of the Nomination and Remuneration Committee of the Company ("NRC") and the Board, the approval of the members be and is hereby accorded for the adoption of the Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 ("2024 Scheme") by the Company, the salient features of which are furnished in the explanatory statement to this Notice, on such terms and conditions as provided in the 2024 Scheme and as may be fixed or determined by the NRC.

RESOLVED FURTHER THAT the maximum number of employee stock options, performance stock units and/ or restricted stock units to be granted to eligible employees on such terms and conditions as provided in the 2024 Scheme shall not exceed 200,000,000 (Twenty Crore) employee stock options, performance stock units and/or restricted stock units, exercisable in to not more than 200,000,000 (Twenty Crore) equity shares of the Company (including ADRs for non-residentemployees).

RESOLVED FURTHER THAT the equity shares allotted pursuant to the 2024 Scheme in the manner aforesaid shall rank pari passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, split/ consolidation of shares, change in capital structure, merger/demerger, the outstanding employee stock options, performance stock units and/or restricted stock units/ equity shares, granted/to be granted, under the 2024 Scheme shall be suitably adjusted for such number of employee stock options, performance stock units and/or restricted stock units /equity shares, and/ or the exercise price, as may be required.

Ambitions Realized.

RESOLVED FURTHER THAT for the purpose of bringing into effect and implementing the 2024 Scheme and generally for giving effect to these resolutions, the Board and NRC be and are hereby severally authorized, on behalf of the Company, to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, necessary or desirable for such purpose and with power to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage, and to make variations or alterations in the 2024 Scheme, to the extent permissible under applicable law and under SEBI SBEB & SE Regulations.

7. Approval of Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 ("2024 Scheme") for grant of employee stock options, performance stock units and/or restricted stock units to the eligible employees of group company(ies) of the Company.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 read with the Rules notified thereunder, and pursuant to the applicable provisions of Regulation 6 and other applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, as may be modified from time to time read with all the circulars and notifications issued thereunder ("SEBI SBEB & SE Regulations"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Foreign Exchange Management Act, 1999 and the relevant provisions of the Memorandum of Association and the Articles of Association of the Company, and such other rules, regulations, circulars and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable (collectively referred herein as the "Applicable Laws"), and subject to any approvals, permissions and sanctions of any / various authority(ies) as may be required and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions which may be agreed to by the Board of Directors of the Company ("Board") / Nomination and Remuneration Committee of the Company ("NRC"), the approval of the members of the Company be and is hereby accorded to grant employee stock options, performance stock units and/or restricted stock units to eligible employees

Integrated Annual Report 2023-24

of the Company's group companies including its subsidiaries and associate companies (present or future) under the Wipro Limited Employee Stock Options, Performance Stock Unit and/or Restricted Stock Unit Scheme 2024 ("2024 Scheme") referred to in resolution of this notice, the salient features of which are furnished in the explanatory statement to this notice and to grant such employee stock options, performance stock units and/or restricted stock units to eligible employees of the Company's group companies including its subsidiaries and associate companies (present or future) on such terms and conditions as provided in the 2024 Scheme.

RESOLVED FURTHER THAT the equity shares allotted pursuant to the 2024 Scheme in the manner aforesaid shall rank pari passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT, in case of any corporate action(s) such as rights issues, bonus issues, split/ consolidation of shares, change in capital structure, merger/demerger, the outstanding employee stock options, performance stock units and/or restricted stock units/equity shares, granted/to be granted, under the 2024 Scheme shall be suitably adjusted for such number of employee stock options, performance stock units and/or restricted stock units/equity shares, and/ or the exercise price, as may be required.

RESOLVED FURTHER THAT for the purpose of bringing into effect and implementing the 2024 Scheme and generally for giving effect to these resolutions, the Board and NRC be and are hereby severally authorized, on behalf of the Company, to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, necessary or desirable for such purpose and with power to settle any issues, questions, difficulties or doubts that may arise in this regard at any stage, and to make variations or alterations in the 2024 Scheme, to the extent permissible under Applicable laws and under SEBI SBEB & SE Regulations.

	By Order of the Board of Directors
	For Wipro Limited
	Sd/-
Bengaluru	M. Sanaulla Khan
May 22, 2024	Company Secretary
	05

NOTES:

• 1) The Ministry of Corporate Affairs ("MCA"), vide its General circular nos. 14/2020 dated April 8, 2020, 20/2020 dated May 5, 2020 and 09/2023 dated September 25, 2023 (collectively "MCA Circulars") and Securities and Exchange Board of India ("SEBI") vide its circular nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 (collectively "SEBI Circulars"), have permitted companies to conduct AGM through VC or other audio visual means, subject to compliance of various conditions mentioned therein. In compliance with the aforesaid MCA and SEBI Circulars, applicable provisions of the Companies Act, 2013 and rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") the 78th AGM of the Company is being convened and conducted through VC. The registered office of the Company shall be deemed to be the venue for the AGM.
• 2) The Company has enabled the Members to participate at the 78th AGM through VC facility. The instructions for participation by Members are given in the subsequent pages. Participation at the AGM through VC shall be allowed on a first-come-first-served basis.
• 3) In addition to the above, the proceedings of the 78th AGM will be web-casted live for all the Members as on the cut-off date i.e., Thursday, July 11, 2024. The Members can visit https://www.wipro.com/investors/ AGM-2024to watch the live proceedings of the 78th AGM on Thursday, July 18, 2024, from 9 AM IST onwards.
• 4) As per the provisions under the MCA Circulars, Members attending the 78th AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 5) The Company has provided the facility to Members to exercise their right to vote by electronic means both through remote-voting and e-voting during the AGM. The process and instructions for remote e-voting are provided in the subsequent paragraphs. Such remote e-voting facility is in addition to voting that will take place at the 78th AGM being held through VC.
• 6) Members joining the meeting through VC, who have not already cast their vote by means of remote e-voting, will be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC but shall not be entitled to cast their vote again.

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• 7) The Company has appointed Mr. V. Sreedharan, Senior Partner, in his absence Mr. Pradeep B. Kulkarni, Partner of V. Sreedharan & Associates, Practicing Company Secretaries, as the Scrutinizers to scrutinize the e-voting process in a fair and transparent manner.
• 8) As per Section 105 of the Companies Act, 2013, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on their behalf. Since the 78th AGM is being held through VC as per the MCA Circulars,physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 78th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 9) Corporate Members are required to access the linkhttps://evoting.kfintech.comand upload a certified copy of the Board resolution authorizing their representative to vote on their behalf. Institutional investors are encouraged to attend and vote at the meeting through VC.

1. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
2. The Register of Members and Share Transfer books will remain closed from Wednesday, July 17, 2024 to Thursday, July 18, 2024 (both days inclusive).
3. In line with the MCA and SEBI Circulars, the notice of the 78th AGM along with the Annual Report 2023-24 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2023-24 will also be available on the Company's website at https://www. wipro.com/investors/annual-reports/, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively, and on the website of KFintech at https://evoting.kfintech.com.
4. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s).
   In respect of shares held in physical form, Members may register their email id by writing to the Company's Registrar and Share Transfer Agent, KFin Technologies Limited, Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032,

Ambitions Realized.

along with the duly filled in form ISR-1 along with the related proofs, available at https://www.wipro.com/ investors/faqs/.

1. The following documents will be available for inspection by the Members electronically during the 78th AGM.Members seeking to inspect such documents can send an email to [e-mail].
2. 1. Certificate from the Practicing Company Secretary relating to the Company's Stock Options/ Restricted Stock Units Plans under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
   2. Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.
   3. All such documents referred to in this Notice and the Explanatory Statement.
3. Members who hold shares in dematerialized form and want to provide/change/correct the bank account details should send the same to their concerned Depository Participant and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participants. The Company will not entertain any direct request from such Members for change of address, transposition of names, deletion of name of deceased joint holder and change in the bank account details. While making payment of dividend, the Registrar and Share Transfer Agent is obliged to use only the data provided by the Depositories, in case of such dematerialized shares.
4. Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to our Registrar and Share Transfer Agent, KFin Technologies Limited (Unit: Wipro Limited), Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032.
5. Members who are holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio as per the procedure stipulated in SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated January 25, 2022.

Integrated Annual Report 2023-24

1. In accordance with the proviso to Regulation 40(1) of the Listing Regulations, as amended from time to time, and read with SEBI circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, transfer of securities of the Company, including transmission and transposition requests, shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them, eliminate all risks associated with physical holding and participate in corporate actions.
2. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13, prescribed by the Government can be obtained from the Registrar and Share Transfer Agent or the Corporate Secretarial Department of the Company at its registered office.
3. SEBI, vide its circular nos. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2021/655 dated November 03, 2021, SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and SEBI/HO/MIRSD/ MIRSD-PoD1/P/CIR/2023/37 dated March 16, 2023 has mandated Members holding shares in physical form to submit PAN, nomination, contact details, bank account details and specimen signature in specified forms. Members may access www.wipro.com/ investors/faqs/for Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out.Members may make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, the format of which is available on the Company's website and on the website of the Company's Registrar and Transfer Agent.
   As per the erstwhile requirement, in case a holder of physical securities failed to furnish PAN, nomination, contact details, bank account details and specimen signature by October 1, 2023, KFintech was obligated to freeze such folios. To mitigate unintended challenges on account of freezing of folios, SEBI vide its circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, has done away with the provision regarding freezing of folios not having PAN, KYC, and nomination details.
   In compliance with SEBI guidelines, the Company had sent communication intimating about the submission of above details to all the Members holding shares in physical form.

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1. Dispute Resolution Mechanism at Stock Exchanges SEBI, vide its circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/76 dated May 30, 2022, provided an option for arbitration as a Dispute Resolution Mechanism for investors. As per this circular, investors can opt for arbitration with Stock Exchanges in case of any dispute against the Company or its Registrar and Transfer Agent on delay or default in processing any investor services related request.
   In compliance with SEBI guidelines, the Company had sent communication intimating about the said Dispute Resolution Mechanism to all the Members.
2. Members are requested to note that our Registrar and Share Transfer Agent, KFintech has a mobile app named 'KPRISM' and a websitehttps://kprism. kfintech.com/for the members holding shares in physical form. Members can download this android mobile application from play store and view their portfolios serviced by KFintech. In addition, Members may also visit the Investor Service Center (ISC) webpage https://kprism.kfintech.com/and access various services such as post or track a query, upload tax exemptions forms, view the demat/remat request, check the dividend status, download the required ISR forms and check KYC status for physical folios, among others.
3. Non-residentIndian shareholders are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be:
4. 1. the change in the residential status on return to India for permanent settlement, and
   2. the particulars of the NRE account with a bank in India, if not furnished earlier.
5. Members who wish to claim dividends, which remain unclaimed, are requested to either correspond with the

Corporate Secretarial Department at the Company's registered office or the Company's Registrar and Share Transfer Agent for revalidation and encashment before the due dates. The details of such unclaimed dividends are available on the Company's website at www.wipro. com. Members are requested to note that the dividend remaining unclaimed for a continuous period of seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund ("IEPF"). In addition, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company to demat account of the IEPF Authority within a period of thirty days of such shares becoming due to be transferred to the IEPF.

1. In the event of transfer of shares and the unclaimed dividends to IEPF, Members are entitled to claim the same from the IEPF authority by submitting an online application in the prescribed Form IEPF-5 available on the website http://www.iepf.gov.in/and sending a physical copy of the same duly signed to the Company along with the requisite documents enumerated in Form IEPF-5.
2. Pursuant to the Rule 5(8) of the Investor Education and Protection Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company as on July 12, 2023 (date of last AGM) on its website athttps://www.wipro.com/investors/and also on the website of the MCA.
3. In case of any queries regarding the Annual Report or for requesting hard copy of the Annual Report, the Members may write to [e-mail].
4. As the 78th AGM is being held through VC, the route map is not annexed to this Notice.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following statement sets out all material facts relating to certain ordinary business mentioned in the accompanying Notice of AGM:

ITEM NO. 3 - RE-APPOINTMENT OF MR. AZIM H. PREMJI (DIN: 00234280)

Though not statutorily required, the following is being provided as additional information to the Members.

Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and the Company's Articles of

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Association, not less than two-thirds of total number of Directors of the Company shall be liable to retire by rotation. One-third of these Directors must retire from office at each AGM, but each retiring Director is eligible for re-election at such meeting. Independent Directors and the Executive Chairman are not subject to retirement by rotation.

In July 2023, Mr. Thierry Delaporte was subject to retirement by rotation and was re-appointed by Members at the 77th AGM. Accordingly, Mr. Azim H. Premji is required to retire by rotation at this AGM and being eligible, has offered himself for re-appointment.

Ambitions Realized.

Keeping in view Mr. Azim H. Premji's rich and varied experience in the industry, his involvement in the operations of the Company over a long period of time,and his pioneering role in guiding the Company through five decades of diversification and growth to emerge as a world leader in the software industry,the Board of Directors is of the opinion that it would be in the interest of the Company to re-appoint him as a Non-Executive,Non-Independent Director of the Company.

Additional information in respect of Mr. Azim H. Premji, pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standards on General Meetings (SS-2), is given as part of Annexure A to this Notice. Brief profile of Mr. Azim H. Premji is given as part of Annexure B to this Notice.

Except Mr. Azim H. Premji and Mr. Rishad A. Premji or their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 3.

Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommend the resolution in relation to the reappointment of Mr. Azim H. Premji as set out in Item No. 3, for approval of the Members by way of an Ordinary Resolution.

ITEM NO. 4 - RE-APPOINTMENT OF MR. RISHAD A. PREMJI (DIN: 02983899) AS A WHOLE TIME DIRECTOR OF THE COMPANY

The Members of the Company at the AGM held on July 16, 2019, had approved re-appointment of Mr. Rishad A. Premji as WholeTime Director (designated as"Executive Chairman") for a period of five years with effect from July 31, 2019 to July 30, 2024.

The Board of Directors of the Company at the meeting held on April 19, 2024, on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members of the Company, approved re-appointment of Mr. Rishad A. Premji as Whole Time Director (designated as "Executive Chairman" by the Board of Directors) of the Company for a period of five years, i.e., from July 31, 2024 to July 30, 2029, on such remuneration as set out in the resolution. Mr. Rishad A. Premji has consented to be reappointed as Whole Time Director and shall not be liable to retire by rotation.

Integrated Annual Report 2023-24

In the role as Executive Chairman, Mr. Rishad A. Premji is responsible for the following:

1. Ensure that the Board provides effective governance for the Company. In doing so, the Chairman presides at meetings of the Board and at meetings of the shareholders of the Company. The Chairman takes a lead role in managing the Board, facilitating communication among directors, working closely and leveraging the Board to enable management to drive organization success.
2. Matters pertaining to governance, including the organization and composition of the Board, the organization and conduct of Board meetings, and the effectiveness of the Board of Directors, Board Committees, and individual directors, in fulfilling their responsibilities.
3. Providing leadership to the Board, identify guidelines for the conduct and performance of directors, evaluate and manage directors' performance and oversee the management of Board's administrative activities.
4. Actively works with the Nomination and Remuneration Committee to plan the Board and Board Committee composition, induction of directors to the Board, plan for director succession, participate in the Board evaluation process and meet with individual directors to provide constructive feedback and advice.
5. Support the Chief Executive Officer in striking the balance between performance and long-term health/ bets of the organization.
6. Support the Chief Executive Officer in building relevant and strong relationships with customers globally including on large deals.
7. Build an inclusive culture that is comfortable and accepting of diversity in leadership.
8. Represent the organization with key policy makers, Industry Bodies/Associations, Ambassadors, etc. and manage relationship with dignitaries/political leadership with key geographies - influence the quality of narrative about the Company in the marketplace.
9. Lead through action and thought on being a Sustainable and Socially Responsible Corporation.

As per Regulation 17 (1C) of the Listing Regulations, appointment or re-appointment of a person on the Board of Directors, shall be subject to approval of shareholders at next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

As per Regulation 17 (1D) of the Listing Regulations, the continuation of a director serving on the board of directors of a listed entity shall be subject to the approval by the

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shareholders in a general meeting at least once in every five years from the date of their appointment or reappointment, as the case may be.

Mr. Rishad A. Premji has spent 17 years with the Company and the Board of Directors is of the view that he has built credibility with investors, customers and employees and will be able to find the right balance between ownership and management.

Additional information in respect of Mr. Rishad A. Premji, pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standard on General Meetings (SS-2), is given at Annexure A to this Notice. Brief profile of Mr. Rishad A. Premji is given at Annexure B to this Notice.

Except Mr. Rishad A. Premji and Mr. Azim H. Premji or their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 4.

The Board of Directors recommends the resolution in relation to the re-appointment of Mr. Rishad A. Premji, as Whole Time Director of the Company as set out in Item No. 4 for approval of the Members by way of an Ordinary Resolution.

ITEM NO. 5 - RE-APPOINTMENT OF MR. AZIM H. PREMJI (DIN: 00234280) AS A NON-EXECUTIVE, NON-

INDEPENDENT DIRECTOR OF THE COMPANY

The Members of the Company at the AGM held on July 16, 2019 had approved the re-appointment of Mr. Azim H. Premji as Non-Executive,Non-Independent Director (designated as "Founder Chairman"), liable to retire by rotation, for a period of five years with effect from July 31, 2019 to July 30, 2024.

The Board of Directors of the Company places on record on the occasion of this 78th AGM, the immense contribution of Mr. Azim H. Premji to the transformation of Wipro under his leadership over the years.

Accordingly, the Board of Directors at its meeting held on April 19, 2024, on the recommendation of the Nomination and Remuneration Committee, and subject to approval of Members of the Company, approved the appointment of Mr. Azim H. Premji as a Non-Executive,Non-Independent Director of the Company for a period of five years with effect from July 31, 2024, on such remuneration as set out in the Resolution. Mr. Azim H. Premji has consented to be re-appointed as the Non-Executive,Non-Independent Director of the Company.

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As per Regulation 17 (1C) of the Listing Regulations, appointment or re-appointment of a person on the Board of Directors, shall be subject to approval of shareholders at next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

As per Regulation 17 (1D) of the Listing Regulations, the continuation of a director serving on the board of directors of a listed entity shall be subject to the approval by the shareholders in a general meeting at least once in every five years from the date of their appointment or re-appointment, as the case may be.

The role played by the Founder Chairman will be that of a mentor and advisor to the Company and will not include the powers and role of a Chairman under the applicable laws and Articles of Association of the Company.

As Founder Chairman, Mr. Azim H. Premji serves as mentor and sounding board for the Executive Chairman, Chief Executive Officer and Managing Director and Senior Management in providing feedback and counsel on key issues facing the Company. Mr. Azim H. Premji continues to play a key role in epitomizing and building brand Wipro and has ensured smooth transition to Mr. Rishad A. Premji as Executive Chairman since July 2019.

Mr. Azim H. Premji's success in business has been driven by one fundamental idea - to build organizations deeply committed to Values with the Client as the focus of all efforts. Unflinching commitment to Values continues to remain at the core of Wipro.

Keeping in view Mr. Azim H. Premji's rich and varied experience in the Industry, his involvement in the operations of the Company over a long period of time, and his pioneering role in guiding the Company through five decades of diversification and growth to emerge as a world leader in the Software industry, it would be in the interest of the Company to re-appoint him as a Non- Executive, Non Independent Director for a period of five years with effect from July 31, 2024 to July 30, 2029.

Additional information in respect of Mr. Azim H. Premji, pursuant to Regulation 36 of the Listing Regulations and the Secretarial Standard on General Meetings (SS-2), is given at Annexure A to this Notice. Brief profile of Mr. Azim H. Premji is given at Annexure B to this Notice.

Except Mr. Azim H. Premji and Mr. Rishad A. Premji or their relatives, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

Ambitions Realized.