Nature of the Event

Wipro Limited has issued a public announcement regarding its approved share buyback program, disclosed under Regulation 30 of the Listing Obligations and Disclosure Requirements Regulations, 2015.

Key Quantitative Figures

  • Buyback size: ₹15,000 crore (₹1,50,00,00,00,000)
  • Number of shares: Up to 60,00,00,000 (Sixty Crore) equity shares
  • Face value per share: ₹2
  • Buyback price: ₹250 per equity share
  • Percentage of total paid-up capital: 5.72%
  • Buyback size relative to reserves: 24.99% of standalone and 19.99% of consolidated paid-up capital and free reserves as per March 31, 2026 audited financials
  • ADS reference price: $2.71 (based on exchange rate of ₹92.25/$1 as of April 8, 2026)
  • Premium to ADS VWAP: 15.22% (60 trading days) and 26.67% (10 trading days) preceding April 9, 2026

Dates of Action

  • Board approval: April 16, 2026 (previously intimated)
  • Shareholder approval: May 21, 2026 (previously intimated)
  • Public announcement date: May 25, 2026
  • Record date: June 5, 2026
  • ADS cancellation deadline: June 2, 2026 by 12:00 noon New York City time
  • Postal ballot sent to shareholders: April 21, 2026

Parties Involved

  • Wipro Limited (issuer)
  • BSE Limited and National Stock Exchange of India Limited (listing exchanges)
  • NYSE (for ADS trading)
  • JPMorgan Chase Bank, N.A. (ADS Depositary)
  • Securities and Exchange Board of India (regulator)

Process and Methodology

The buyback will be conducted on a proportionate basis through the tender offer route as prescribed under:

  • Companies Act, 2023
  • Companies (Share Capital and Debentures) Rules, 2014
  • SEBI (Buy Back of Securities) Regulations, 2018
  • Indian Companies Act, 2013

The buyback size excludes transaction costs including brokerage, applicable taxes (securities transaction tax, GST, stamp duty), filing fees payable to SEBI, advisors/legal fees, public announcement publication expenses, printing and dispatch, and other incidental expenses.

ADS Holder Participation Requirements

ADS holders must:

  • Submit ADSs to JPMorgan Chase Bank, N.A. for cancellation by June 2, 2026 deadline
  • Establish a brokerage account in India that is a DR type demat account to receive withdrawn equity shares
  • Bear all related taxes, duties, and fees including depositary cancellation fees
  • Note that withdrawn equity shares cannot be re-deposited into the ADR program
  • Equity shares are not listed on and cannot be sold on U.S. exchanges

Additional Information

  • Complete terms will be in the Letter of Offer to be mailed to shareholders after approvals
  • Documents available at https://www.wipro.com/investors/buy-back/ and SEC website (www.sec.gov)
  • Company contact: +91-80-2844 0011 or corp-secretarial@wipro.com
  • Media contact: Dinesh Joshi (dinesh.joshi@wipro.com)

Forward-Looking Statements

The document contains cautionary statements regarding risks and uncertainties that could affect the buyback completion, including fluctuations in earnings, competition, regulatory compliance, tax treatment, and general economic conditions.