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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000891618-03-002058.txt : 20030424
<SEC-HEADER>0000891618-03-002058.hdr.sgml : 20030424
<ACCEPTANCE-DATETIME>20030424171058
ACCESSION NUMBER:		0000891618-03-002058
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20030331
FILED AS OF DATE:		20030424

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WIPRO LTD
		CENTRAL INDEX KEY:			0001123799
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16139
		FILM NUMBER:		03662888

	BUSINESS ADDRESS:	
		STREET 1:		SURVEY #76P & #80P DODDAKANAHALLI VILLAG
		STREET 2:		VARTHUR HOBLI SARJAPUR RD BANGALORE
		CITY:			INDIA 560035

	MAIL ADDRESS:	
		STREET 1:		SURVEY #76P & #80P DODDAKANAHALLI VILLAG
		STREET 2:		VARTHUR HOBLI SARJAPUR RD BANGALORE
		CITY:			INDIA 560035
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>f89435e6vk.htm
<DESCRIPTION>FORM 6-K
<TEXT>
<HTML>
<HEAD>
<TITLE>Wipro Limited Form 6-K (3/31/2003)</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">




<P align="center"><FONT size="4"><B>UNITED STATES SECURITIES AND EXCHANGE COMMISSION</B>
</FONT>

<DIV align="center"><FONT size="3"><B>Washington, D.C. 20549</B>
</FONT></DIV>
<P align="center"><HR align="center" size="1" width="22%">

<P align="center"><FONT size="5"><B>Form&nbsp;6-K</B>
</FONT>

<P align="center"><FONT size="3"><B>Report of Foreign Issuer<BR>
Pursuant to Section&nbsp;13a-16 or 15d-16 of the Securities Exchange Act of 1934</B>
</FONT>

<P align="center"><FONT size="2"><B>For the quarter and year ended
March&nbsp;31, 2003<BR><BR>
Commission File Number 001-16139</B>
</FONT>

<P align="center"><FONT size="6"><B><BR>
Wipro Limited</B>
</FONT>

<DIV align="center"><FONT size="2"><I>(Exact name of Registrant as specified in its charter)</I>
</FONT></DIV>
<P align="center"><FONT size="2"><B>Not Applicable</B>
</FONT>

<DIV align="center"><FONT size="2"><I>(Translation of Registrant&#146;s name into English)</I>
</FONT></DIV>
<P align="center"><FONT size="2"><B>Karnataka, India</B>
</FONT>

<DIV align="center"><FONT size="2"><I>(Jurisdiction of incorporation or organization)</I>
</FONT></DIV>
<P align="center"><FONT size="2"><B>Doddakannelli<BR>
Sarjapur Road<BR>
Bangalore, Karnataka 560035, India &#043;91-80-844-0011</B>
</FONT>

<DIV align="center"><FONT size="2"><I>(Address of principal executive offices)</I>
</FONT></DIV>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark registrant files or will file annual reports under cover Form&nbsp;20-F or Form&nbsp;40-F:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Form&nbsp;20-F&nbsp;&nbsp;<FONT face="Wingdings">x</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Form&nbsp;40-F&nbsp;&nbsp;<FONT face="Wingdings">o</FONT></FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indicate by check mark whether the registrant by furnishing the information contained in this Form is
also thereby furnishing the information to the Commission pursuant to Rule&nbsp;12g 3-2(b) under the
Securities Exchange Act of 1934.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
    <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="96%"><FONT size="2">Yes&nbsp;&nbsp;<FONT face="Wingdings">o</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No&nbsp;&nbsp;<FONT face="Wingdings">x</FONT></FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2"><B>If &#147;Yes&#148; is marked, indicate below the file number assigned to registrant in connection with Rule&nbsp;2g 3-2(b).<BR>
Not applicable.</B>
</FONT>

<P>
<HR size="1" noshade color="#000000" style="margin-top: -2px">
<HR size="4" noshade color="#000000" style="margin-top: -10px">




<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">SIGNATURES</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">INDEX TO EXHIBITS</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w1.txt">EXHIBIT 99.1</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w2.txt">EXHIBIT 99.2</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w3.txt">EXHIBIT 99.3</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w4.txt">EXHIBIT 99.4</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w5.txt">EXHIBIT 99.5</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w6.txt">EXHIBIT 99.6</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w7.txt">EXHIBIT 99.7</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w8.txt">EXHIBIT 99.8</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w9.txt">EXHIBIT 99.9</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w10.txt">EXHIBIT 99.10</A></TD></TR>
<TR><TD colspan="9"><A HREF="f89435exv99w11.txt">EXHIBIT 99.11</A></TD></TR>
</TABLE>
</CENTER>
<!-- /TOC -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="left"><FONT size="2"><B>DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby furnish the Commission with copies of the following information
concerning our public disclosures regarding our results of operations for the
quarter and fiscal year ended March&nbsp;31, 2003. The following information shall
not be deemed &#147;filed&#148; for purposes of Section&nbsp;18 of the Securities Exchange Act
of 1934, as amended (the &#147;Exchange Act&#148;), or incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;17, 2003, we announced our results of operations for the three
months ended March&nbsp;31, 2003 and for the fiscal year ended March&nbsp;31, 2003. We
issued press releases announcing its results under U.S. Generally Accepted
Accounting Principles (&#147;GAAP&#148;) and Indian GAAP, copies of which are attached to
this Form&nbsp;6-K as exhibits 99.1 and 99.2.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On April&nbsp;17, 2003, we held a press conference to announce our results,
which was followed by a question-and-answer session with those attending the
press conference. The transcript of this press conference is attached to this Form 6-K as
exhibit 99.3. On the same day, we also held two teleconferences with investors and analysts
to discuss our results. Transcripts of those two teleconferences are attached to this
Form 6-K as exhibits 99.4 and 99.5.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our officers held a question-and-answer session with analysts from CNBC
India on April&nbsp;17, 2003. The transcript of this question-and-answer session is
attached to this Form&nbsp;6-K as exhibit 99.6.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our officers gave interviews with BBC Radio, NDTV, Bloomberg and Dow Jones
Newswires concerning our results. Copies of the transcripts of these
interviews are attached as Exhibits 99.7, 99.8, 99.9 and 99.10, respectively,
to this Form&nbsp;6-K.
</FONT>
<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Last, we placed advertisements in certain Indian newspapers concerning our
results of operations for the three months ended March&nbsp;31, 2003 and for the
fiscal year ended March&nbsp;31, 2003 under Indian GAAP. A copy of the form of this
advertisement is attached to this Form&nbsp;6-K as exhibits 99.11.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "SIGNATURES" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly organized.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="15%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Wipro Limited</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
/s/ Suresh C. Senapaty</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR align="center" size="1" width="100%"></FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Suresh C. Senapaty<BR>
<I>Executive Vice President, Finance</I></FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2">Dated: April&nbsp;23, 2003
</FONT>

<P align="right"><FONT size="2">-2-</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>



<!-- link1 "INDEX TO EXHIBITS" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>INDEX TO EXHIBITS</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="91%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibits</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
U.S. GAAP Press Release</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Indian GAAP Press Release</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 Press Conference</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 11:45&nbsp;a.m. Earnings Call</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 6:45 p.m. Earnings Call</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 CNBC India Question-and-Answer Session with Company&#146;s Officers</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 BBC Radio Interview with Suresh
Senapaty, Executive Vice President, Finance of Wipro Limited</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 NDTV Interview with Vivek Paul,
Vice Chairman of Wipro Limited</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 Bloomberg Interview with Vivek
Paul, Vice Chairman of Wipro Limited</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.10</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Transcript of April&nbsp;17, 2003 Dow Jones Newswire Interview with
Vivek Paul, Vice Chairman of Wipro Limited</FONT></TD>
</TR>
<TR valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">99.11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Form of Advertisement Placed in Indian Newspapers</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="right"><FONT size="2">-3-</FONT>



</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>f89435exv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.01

                                  [WIPRO LOGO]

FOR IMMEDIATE RELEASE
                                                 CONTACT:      SRIDHAR RAMASUBBU
                                                                   Wipro Limited
                                                                    650-316-3537

             Results for the Year Ended March 31, 2003 under US GAAP

WIPRO RECORDS 28% GROWTH IN REVENUE AND NET INCOME OF RS. 8.1 BILLION, 3%
DECLINE

Bangalore, India and Mountain View, California - April 17, 2003-- Wipro Limited
(NYSE:WIT) today announced financial results under US GAAP for its fiscal year
ended March 31, 2003.

HIGHLIGHTS:

RESULTS FOR THE YEAR ENDED MARCH 31, 2003

         -  Net Income for the year ended March 31, 2003 was Rs. 8.1 billion ($
            170 million) representing a decrease of 3% over last year. This was
            primarily on account of share of losses in affiliate Wipro GE
            Medical Systems Limited.

         -  Global IT Services segment Revenue(1) increased 27% for the year
            ended March 31, 2003, at Rs. 28.2 billion ($ 594 million).

         -  Global IT Services segment EBIT grows 7%. Operating Margin declined
            by 6% to 28%. Investments in sales and marketing and lower price
            realization contributed to decline in Operating Margin.

         -  64% of total Revenue for the year ended March 31, 2003 came from
            North America, 30% from Europe and 6% from Japan.

         -  Rs. 7.6 billion ($161 million) cash generated from operations for
            the year ended March 31,2003.

         -  Consistent with prior years, the Board of Directors has recommended
            a cash dividend of Rs. 1 (2 cent) per share subject to shareholder
            approval in the Annual General Meeting scheduled in July 2003.

RESULTS FOR THE QUARTER ENDED MARCH 31, 2003

         -  Global IT Services Revenue(1) increased to Rs.7.8 billion ($165
            million) from Rs. 5.6 billion in the corresponding period last year.

         -  Global IT Services volume increased 5.6% over the quarter ended
            December 31,2002; Offshore pricing decreased by 2.3% and Onsite
            pricing increased marginally by 0.8% over the quarter ended December
            31,2002.

         -  Global IT Services added 44 new customers during the quarter,
            including 16 customers transitioned consequent to integration of
            Global Energy Practice of AMS Inc.

         -  Wipro Spectramind recorded Revenue of Rs. 664 million ($ 14 million)
            and PBIT of Rs. 115 million ($2.4 million), which is 17% of Revenue.

ACQUISITIONS:

         -  Wipro's Consumer Care & Lighting group entered into definitive
            agreement with Hindustan Lever Limited for the acquisition of
            Glucovita brand. The transaction is expected to be completed in the
            quarter ending June 2003.

- -----------------------------
(1) Global IT Revenues were Rs. 28.4 billion and Rs. 7.9 billion for the year
and quarter ended March 31, 2003, respectively, under Indian GAAP. The
difference of Rs. 0.2 billion ($ 4 million) and Rs. 0.1 billion ($2 million) for
the year and quarter ended March 31, 2003, respectively is attributable to
different Revenue recognition standards under Indian GAAP and USGAAP.

<PAGE>

         OUTLOOK FOR THE QUARTER ENDING JUNE 30, 2003:

Azim Premji, Chairman of Wipro commenting on the results said "2002-03 was a
year of bold initiatives. We successfully integrated and grew three acquisitions
- - Spectramind, Global Energy Practice of AMS Inc. and R&D labs of Ericsson. We
will look for opportunities to create sustainable competitive advantage through
future acquisitions. Looking ahead, for the quarter ended June 2003, we expect
our Revenue from Wipro Technologies(2) and Wipro Spectramind to be approximately
$172 million and $16 million respectively."

Vivek Paul, Vice Chairman, said "Our strategic initiatives enabled us to close
this financial year with the highest ever growth in billed man-months. This
quarter we integrated the team acquired from AMS with complete continuity of
customers and employees, and some quick wins on cross selling. We saw sustained
revenue growth in each of our IT, R&D and BPO businesses. Margins expanded in
the BPO business, but came under pressure in IT services as we absorbed
acquisition costs and pricing pressures, along with a rising rupee."

Suresh Senapaty, Corporate Executive Vice President - Finance said "Our profits
for the year in Wipro Limited were lower by Rs. 371 m ($8 m) on account of our
share of losses in Wipro GE Medical Systems Limited, our joint venture in
medical systems business. We are working with our JV partner to bring that
business back to its track record of consistent profitability."

He added, "For the quarter, PBIT to Revenue in Wipro Technologies was lower at
24%. Wipro Technologies results for the quarter includes Revenue of Rs. 228 m
($5 m) and loss of Rs. 83 m ($2 m) in our Energy & Utilities consulting division
acquired from AMS Inc. This contributed to 2% drop in PBIT Margin as compared to
the previous quarter. The losses were primarily due to provision for integration
bonus and amortization of intangibles."

WIPRO LIMITED:

Total Revenues for the year ended March 31, 2003, were Rs. 42.8 billion ($902
million), representing a 28% increase over the corresponding period in the last
year. Income from continuing operations for the year ended March 31, 2003 was
Rs. 8.48 billion ($178million), representing an increase of 1% over income from
continuing operations for the same period last year. Earnings Per Share from
continuing operations were Rs. 36.66 ($0.77) for the year ended March 31, 2003,
representing an increase of 1% over the Earnings Per Share of Rs. 36.39 for the
corresponding period last year. Net Income for the year ended March 31, 2003,
net of the charge related to the discontinuation of our Corporate Internet
Services division was Rs.8.1 billion ($170 million).

Total Revenue for the quarter ended March 31, 2003, was Rs. 12.3 billion ($258
million), representing a 36% increase over the corresponding period in the last
year. Net Income at Rs. 2.1 billion ($ 44 million), representing a 1% decline
over Net Income for the same period last year. Earnings Per Share from
continuing operations was Rs. 8.94 ($0.19) for the quarter ended March 31, 2003,
representing a 3% decline over the Earnings Per Share of Rs. 9.26 for the
corresponding period last year.

GLOBAL IT SERVICES (67% OF REVENUES AND 85% OF OPERATING INCOME FOR YEAR ENDED
MARCH 31, 2003)

Wipro's Global IT Services business segment recorded Revenue of Rs. 28.6 billion
($601million) for the year ended March 31, 2003, representing an increase of 27%
over the same period last year. EBIT was Rs. 8.1 billion ($170 million) for the
year ended March 31, 2003, representing an increase of 7% over EBIT for the
corresponding period last year.

- ---------------------------
(2) Includes Revenues from pertaining to IT Services businesses of Wipro
HealthScience which will be consolidated under Wipro Technologies business
segment effective quarter ending June 30, 2003.

<PAGE>

Operating Margin to Revenue for the year ended March 31, 2003 was 28%. This
represents a decline of 6% from the year ended March 31, 2002. For the year
ended March 31, 2003, an increase in IT professional utilization of 6% was
offset by a decrease in price realizations of 6.7% for Offshore projects and
5.7% for Onsite projects, as compared to the year ended March 31, 2002.

For the year ended March 31, 2003, the R&D Services business unit, consisting of
the Embedded Systems & Internet Access Devices practice (16% of Revenue), the
Telecom & Inter-networking practice (16% of Revenue) and the Telecom & Internet
Service Providers practice (6% of Revenue), contributed 38% of Global IT
Services Revenue, representing a decline of 12% in composition from the previous
year. The Enterprise Solutions unit contributed 62% of Global IT Services
Revenue. The Technology Infrastructure horizontal contributed 8% of Global IT
Services Revenue across R&D and Enterprise solutions. The proportion of Global
IT Services Revenues from North America increased from 57% for the year ended
March 31, 2002, to 64% for the year ended March 31, 2003. Accordingly, the
proportion of Global IT Services Revenue from Europe declined to 30% from 36%
for the corresponding periods. Japan contributed 6% for the year ended March 31,
2003.

Our largest customer, top 5 and top 10 customers accounted for 8%, 24% and 38%,
respectively, of our Global IT Services Revenue for the year ended March 31,
2003, as compared to 7%, 29% and 42% of our Global IT Services Revenue for the
year ended March 31, 2002. 120 new clients added in the year ended March 31,
2003 contributed 9% of Revenue for the year ended March 31, 2003.

Customers with an annual Revenue run rate of $1 million and above increased to
95 in the year ended March 31, 2003, up from 81 in the year ended March 31,
2002. Customers with an annual Revenue run rate of $5 million and above
increased to 27 in the year ended March 31, 2003, up from 23 in the year ended
March 31, 2002.

Offshore Revenue for the year was 46% of services Revenue, compared to 48% for
the year ended March 31, 2002. Fixed Price projects were at 35% of the Revenue
for the year, up from 27% for the year ended March 31, 2002.

We had 13,474 employees as of March 31, 2003, which represents an increase of
3,848 employees from March 31, 2002.

IT ENABLED SERVICES (4% OF REVENUE AND 3% OF OPERATING INCOME FOR YEAR ENDED
MARCH 31, 2003)

In its first year of operations, Wipro's IT Enabled Services business segment
(Wipro Spectramind) recorded Revenue of Rs. 1.6 billion ($34 million) for the
year ended March 31, 2003. EBIT for the year ended March 31, 2003 was Rs. 247
million ($5 million). EBIT includes acquisition related charges of Rs. 135
million ($3 million) from the amortization of intangibles. EBIT margin for the
year ended March 31, 2003 at 15%.

During the quarter, Wipro Spectramind signed Letter of Intent with 3 new
customers. The total number of active customers during the period was 15. The
total number of employees was 5,106 as on March 31, 2003.

<PAGE>

INDIA AND ASIA PAC IT SERVICES AND PRODUCTS (19% OF REVENUE AND 6% OF OPERATING
INCOME FOR YEAR ENDED MARCH 31, 2003)

Wipro's India and Asia Pac Services and Products business segment (Wipro
Infotech) recorded Revenue of Rs. 8 billion ($169 million) for the year ended
March 31, 2003, representing an increase of 16% over the year ended March 31,
2002. For the year ended March 31, 2003, services contributed 28% of total
Revenue with Gross Margin of 47% as compared to the same Revenue percentage with
a Gross Margin of 39% for the year ended March 31, 2002. This compares with EBIT
for the year ended March 31, 2003, which was Rs.539 million ($11 million),
representing a decrease of 7% over the year ended March 31, 2002. This decrease
was primarily attributable to a reduction in gross margin on products and
services compared to the year ended March 31, 2002.

Operating Margin for the year ended March 31, 2003 at 7%, represented a decline
of 1% compared to the year ended March 31, 2002. Return on Capital Employed was
52% for the year ended March 31, 2003, compared to 55% for the year ended March
31, 2002.

CONSUMER CARE & LIGHTING (7% OF REVENUE AND 4% OF OPERATING INCOME FOR YEAR
ENDED MARCH 31, 2003)

Wipro's Consumer Care & Lighting business segment recorded Revenue of Rs. 2.9
billion ($62 million) for the year ended March 31, 2003, the same as for the
year ended March 31, 2002. EBIT was Rs. 422 million ($9 million) for the year
ended March 31, 2003, representing a 5% increase over EBIT of Rs. 404 million
for the year ended March 31, 2002. Return on Capital Employed was 59% for the
year ended March 31, 2003, compared to 51% for the year ended March 31, 2002.

Wipro Consumer Care and Lighting business entered into a definitive agreement
with Hindustan Lever Limited for the acquisition of Glucovita, a glucose based
energy drink brand. The agreement provides Wipro with the exclusive right to
manufacture and market Glucovita in India and Nepal. This acquisition is part of
the strategy to leverage Wipro Consumer Care & Lighting's distribution network
to address newer market segments.

WIPRO HEALTHCARE AND LIFE SCIENCE (2% OF REVENUE FOR YEAR ENDED MARCH 31, 2003)

Wipro Healthcare and Life Science business segment (Wipro HealthScience)
recorded Revenue of Rs.900 million ($19 million) for the year ended March 31,
2003. Loss for the same period was Rs. 4 million ($ 0.1 million).

Effective quarter ending June 30, 2003, results pertaining to IT Services
businesses of Wipro HealthScience will be consolidated under Wipro Technologies
business segment.

WIPRO LIMITED RESULTS FOR THE YEAR ENDED MARCH 31, 2003, COMPUTED UNDER THE
INDIAN GAAP AND CONDENSED FINANCIAL STATEMENTS AS PER US GAAP ARE AVAILABLE IN
THE INVESTOR RELATIONS SECTION OF OUR WEBSITE AT www.wipro.com.

<PAGE>

INVESTOR CONFERENCE CALL

Wipro will hold conference calls today at 11:45 AM Indian Standard Time (2:15 AM
Eastern Time) and at 6:45 PM Indian Standard Time (9:15 AM Eastern) to discuss
the company's performance for the quarter and year ended March31, 2003 and
answer questions sent to email ID: Sridhar.ramasubbu@wipro.com. An audio
recording of the management discussions and the question and answer session will
be available online and will be accessible in the Investor Relations section of
the company website at www.wipro.com shortly after the live broadcast.

ABOUT WIPRO LIMITED

Wipro provides comprehensive IT solutions and services, including systems
integration, information systems outsourcing, IT enabled services, package
implementation, software application development and maintenance, and research
and development services to corporations globally. Wipro Limited is the first P
CMM Level 5 and SEI CMM Level 5 certified IT Services company globally.

In the Indian market, Wipro is a leader in providing IT solutions and services
for the corporate segment in India offering system integration, network
integration, software solutions and IT services. In the Asia Pacific and Middle
East markets, Wipro provides IT solutions and services for global corporations.
Wipro also has profitable presence in niche market segments of consumer products
and lighting.

Wipro's ADSs are listed on the New York Stock Exchange, and its equity shares
are listed in India on the Stock Exchange - Mumbai, and the National Stock
Exchange, among others.

For more information, please visit our websites at www.wipro.com,
www.wipro.co.in and www.wiprocorproate.com.

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

Certain statements in this release concerning our future growth prospects and
our ability to successfully complete and integrate potential acquisitions are
forward looking statements, which involve a number of risks, and uncertainties
that could cause actual results to differ materially from those in such forward
looking statements. The risks and uncertainties relating to these statements
include, but are not limited to, risks and uncertainties regarding our ability
to integrate and manage acquired IT professionals, our ability to integrate
acquired assets in a cost effective and timely manner, fluctuations in earnings,
our ability to manage growth, intense competition in IT services including those
factors which may affect our cost advantage, wage increases in India, our
ability to attract and retain highly skilled professionals, time and cost
overruns on fixed-price, fixed-time frame contracts, client concentration,
restrictions on immigration, our ability to manage our international operations,
reduced demand for technology in our key focus areas, disruptions in
telecommunication networks, , liability for damages on our service contracts,
the success of the companies in which Wipro has made strategic investments,
withdrawal of fiscal governmental incentives, political instability, legal
restrictions on raising capital or acquiring companies outside India,
unauthorized use of our intellectual property and general economic conditions
affecting our industry. Additional risks that could affect our future operating
results are more fully described in our filings with the United States
Securities and Exchange Commission. These filings are available at www.sec.gov.
Wipro may, from time to time, make additional written and oral forward looking
statements, including statements contained in the company's filings with the
Securities and Exchange Commission and our reports to shareholders. Wipro does
not undertake to update any forward-looking statement that may be made from time
to time by or on behalf of the company.

# # #

(tables to follow)

<PAGE>

                                  WIPRO LIMITED
                        CONSOLIDATED STATEMENTS OF INCOME
                      (IN MILLIONS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED MARCH 31                Year Ended March 31
                                                      ---------------------------------------------------------------------------
                                                        2002        2003        2003         2002         2003           2003

                                                                             Convenience                              Convenience
                                                                             translation                              translation
                                                                               into US$                                 into US$
<S>                                                   <C>         <C>        <C>           <C>          <C>           <C>
Revenues :
   Global IT Services and Products
      Services .......................                Rs. 5,499   RS. 7,844    $    165    Rs. 21,279   RS. 28,170      $   593
      Products .......................                       55           -           -           955           80            2
   IT Enabled Services ...............                        -         664          14             -        1,614           34
   India and AsiaPac IT Services and Products
      Services .......................                      534         655          14         1,913        2,240           47
      Products .......................                    1,833       1,759          37         5,037        5,801          122
   Consumer Care and Lighting ........                      733         767          16         2,939        2,942           62
   Healthcare and Life Sciences.......
      Services .......................                       93         137           3           274          456           10
      Products .......................                       61         105           2           356          450            9
   Others.............................                      238         345           7           720        1,096           23
                                                      ---------------------------------------------------------------------------
            Total.....................                    9,046      12,276         258        33,473       42,850          902
                                                      ---------------------------------------------------------------------------
Cost of Revenues:
   Global IT Services and Products
      Services .......................                    2,859       4,613          97        11,297       16,437          346
      Products .......................                       65           1           -           891           78            2
   IT Enabled Services ...............                        -         381           8             -          975           21
   India and AsiaPac IT Services and Products
      Services .......................                      256         367           8         1,160        1,187           25
      Products .......................                     1645       1,470          31         4,268        5,100          107
   Consumer Care and Lighting.........                      449         519          11         1,999        2,008           42
   Healthcare and Life Sciences.......
      Services .......................                       41          77           2           151          247            5
      Products .......................                       58          86           2           257          346            7
   Others.............................                      220         244           5           638          799           17
                                                      ---------------------------------------------------------------------------
            Total                                         5,593       7,759         163        20,661       27,177          572
                                                      ---------------------------------------------------------------------------
Gross profit .........................                    3,453       4,517          95        12,812       15,673          330
Operating expenses :
                                                      ---------------------------------------------------------------------------
   Selling, general, and administrative exp..            (1,247)     (1,797)        (38)       (4,359)      (6,193)        (130)
   Research and development expenses...                    (104)       (141)         (3)         (213)        (260)          (5)
   Amortization of goodwill .........                       (45)          -           -          (175)           -            -
   Amortization of intangible assets......                    -         (71)         (1)            -         (166)          (3)
   Foreign exchange gains, net ......                        46         (15)          -           219          307            6
   Others, net ......................                       142          44           1           158          126            3
                                                      ---------------------------------------------------------------------------
Operating Income......................                    2,245       2,538          53         8,442        9,486          200
                                                      ---------------------------------------------------------------------------
Other income, net ....................                      212          92           2           839          718           15
Income taxes..........................                     (325)       (466)        (10)       (1,016)      (1,342)         (28)
                                                      ---------------------------------------------------------------------------
   Income before share of equity in earnings /
    (losses) of affiliates, and minority interest         2,132       2,165          46         8,265        8,862          186
Equity in earnings / (losses) of affiliates.....              8         (97)         (2)          147         (355)          (7)
Minority interest ....................                        -           -           -             -          (30)          (1)
                                                      ---------------------------------------------------------------------------
Income from continuing operations .......                 2,140       2,068          44         8,412        8,477          178
Discontinued operations:
  Loss from operations of discontinued
   corporate Internet services division
   ( including loss on disposal of Rs. 246 for
   the year ended March 31, 2003)                           (39)         27           1          (127)        (537)         (11)
   Income tax benefit ...............                        14          (1)          -            45          159            3
                                                      ---------------------------------------------------------------------------
      Net income .................                    Rs. 2,115   RS. 2,095    $     44    Rs.  8,330   RS.  8,099      $   170
                                                      ===========================================================================
Earnings per equity share: Basic
     Continuing Operations............                     9.26        8.94        0.19         36.39        36.66         0.77
     Discontinued operations.........                     (0.11)       0.12           -         (0.35)       (1.63)       (0.03)
      Net income...................                        9.15        9.06        0.19         36.04        35.03         0.74
Earnings per equity share: Diluted
     Continuing operations..........                       9.23        8.93        0.19         36.33        36.60         0.77
     Discontinued Operations..........                    (0.11)       0.12           -         (0.35)       (1.63)       (0.03)
      Net Income...................                        9.12        9.04        0.19         35.98        34.97         0.74
=================================================================================================================================
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
ADDITIONAL INFORMATION
Operating Income
- ------------------------------
<S>                                                   <C>         <C>          <C>         <C>          <C>             <C>
Global IT Services  & Products                        Rs. 1,806   RS. 1,905    $     40    Rs.  7,578   RS.  8,090      $   170
IT Enabled Services                                           -         115           2             -          247            5
India & AsiaPac IT Services & Products                      270         276           6           578          539           11
Consumer Care & Lighting                                    103         101           2           404          422            9
Healthcare & Life Sciences                                   (3)         24           1            47          (4)            -
Others                                                       16          89           2            25          204            4
Reconciling Item                                             54          27           1          (190)         (12)           -
                                                      -------------------------------------------------------------------------
Total                                                 Rs. 2,247   RS. 2,538    $     54    Rs.  8,442   RS.  9,486      $   200
                                                      =========================================================================
</TABLE>

<PAGE>

                                 WIPRO LIMITED
                           CONSOLIDATED BALANCE SHEETS
          (IN MILLIONS, EXCEPT SHARE DATA AND UNLESS STATED OTHERWISE)
<TABLE>
<CAPTION>
                                                                           ------------------------------------------
                                                                                          AS OF MARCH 31,
                                                                           ------------------------------------------
                                                                               2002         2003              2003
                                                                           ------------------------------------------
                                                                                                          Convenience
                                                                                                          translation
                                                                                                            into US$

                          ASSETS
<S>                                                                        <C>           <C>              <C>
Current assets:
   Cash and cash equivalents ...........................................   Rs   7,377    RS. 14,096       $     297
   Accounts receivable, net of allowances ..............................        5,981         7,930             167
   Costs and earnings in excess of billings on contracts
    in progress ........................................................        1,010         1,379              29
   Inventories .........................................................        1,402         1,449              30
   Investment securities ...............................................        5,043           527              11
   Deferred income taxes ...............................................          150           215               5
   Property, plant and equipment held for sale .........................            -            13               -
   Other current assets ................................................        3,481         2,536              53

                                                                           ----------------------------------------
      Total current assets .............................................       24,444        28,147             592
                                                                           ----------------------------------------
   Investment securities ...............................................          451             -               -
   Property, plant and equipment, net...................................        6,262         7,310             154
   Investments in affiliates............................................          898           534              11
   Deferred income taxes ...............................................          179            65               1
   Intangible assets, net ..............................................            -           450               9
   Goodwill ............................................................          656         5,187             109
   Other assets ........................................................          748         1,088              23
                                                                           ----------------------------------------
      Total assets .....................................................   Rs  33,639    Rs. 42,781       $     900
                                                                           ========================================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Borrowings from banks ..............................................   Rs.    182    Rs.    509       $      11
    Current portion of long term debt...................................           79            86               2
    Accounts Payable....................................................        2,239         2,236              47
    Accrued expenses....................................................        1,249         2,221              47
    Advances from customers.............................................        1,121           897              19
    Other current liabilities...........................................          780           795              17
                                                                           ----------------------------------------
      Total current liabilities ........................................        5,650         6,744             142
                                                                           ----------------------------------------
    Long-term debt, excluding current portion ..........................           30            10               -
    Other liabilities ..................................................          502           596              13
                                                                           ----------------------------------------
      Total liabilities ................................................        6,182         7,349             155
                                                                           ----------------------------------------
   Minority interest....................................................
Stockholders' equity
 Equity shares at Rs. 2 par value: 375,000,000 shares authorized;
 Issued and outstanding: 232,465,689 and 232,563,992 shares as
 of March 31, 2002 and 2003 ............................................          465           465              10
Additional paid-in capital..............................................        6,817         6,947             146
Deferred stock compensation ............................................          (93)          (64)             (1)
Accumulated other comprehensive income .................................           52             -               -
Retained earnings ......................................................       20,216        28,083             591
Equity shares held by a controlled Trust: 1,321,335 and
 1,303,610 shares as of March 31, 2002 and 2003 ........................            *             *               *
                                                                           ----------------------------------------
          Total stockholders' equity ...................................       27,457        35,431             745
                                                                           ----------------------------------------
Total liabilities and stockholders' equity .............................   Rs. 33,639    Rs. 42,781       $     900
                                                                           ========================================
* Equity shares held by a controlled trust .............................   Rs. 75,000    Rs. 75,000       Rs.75,000
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>f89435exv99w2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.02

                                  [WIPRO LOGO]

         FOR IMMEDIATE RELEASE

      Results for the Year ended March 2003 under Consolidated Indian GAAP
                     WIPRO'S REVENUE GROWS 26% YEAR ON YEAR

         BANGALORE, APRIL 17, 2003 -Wipro Limited today announced its audited
         results approved by the Board of Directors for the quarter ended March
         2003.

         HIGHLIGHTS OF RESULTS

         FOR THE YEAR ENDED MARCH 31, 2003:

- -        Revenue(1) for the year was Rs. 43 billion, an increase of 26% year on
         year. Wipro Technologies Revenue for the year increased 25% year on
         year to Rs.28 billion.

- -        Profit After Tax(2) for the year at Rs. 8.6 billion represents a
         marginal decrease of 4% over last year, primarily on account of share
         of losses in affiliate Wipro GE Medical Systems Limited of Rs. 371
         million.

- -        Wipro Technologies Profit Before Interest and Tax (PBIT) at Rs.8.1
         billion was 28% of Revenue. Investments in sales and marketing and
         lower price realization contributed to decline in Operating Margin.

- -        The Board of Directors has recommended a dividend of Rs. 1 per share
         subject to approval of shareholders in the Annual General Meeting
         scheduled in July 2003.

         FOR THE QUARTER ENDED MARCH 31, 2003:

- -        Wipro Technologies Revenue for the quarter increased 36% year on year
         to Rs.7.9 billion ($167 million).

- -        Wipro Technologies volume increased 5.6% over the quarter ended
         December 31,2002; Onsite pricing increased marginally by 0.8% and
         Offshore pricing decreased by 2.3% over quarter ended December 31,2002.

- -        44 new customers added in Global IT Services during the quarter,
         including 16 added consequent to integration of Global Energy Practice
         of AMS Inc.

- -        Wipro Spectramind recorded Revenue of Rs. 660 million ($ 14 million)
         and PBIT of Rs. 168 million, which is 25% of Revenue.

         ACQUISITIONS:

- -        Wipro's Consumer Care & Lighting group entered into definitive
         agreement with Hindustan Lever Limited for the acquisition of Glucovita
         brand. The transaction is expected to be completed in the quarter
         ending June 2003.

- ------------------------------
(1) Excluding Revenues of Rs.42 million for the year ended March 2003 from
discontinued ISP business. Corresponding Revenue for the year ended March 31,
2002 was Rs. 508 million.

(2) Excluding loss (net of tax) of Rs. 378 million for the year ended March 2003
pertaining to discontinued ISP business which includes loss from operations (net
of tax) of Rs. 115 million (previous period - Rs. 134 million) and loss on write
off of assets and exit costs of Rs. 263 million of the discontinued business.

<PAGE>

         OUTLOOK FOR THE QUARTER ENDING JUNE 30, 2003:

         AZIM PREMJI, CHAIRMAN OF WIPRO COMMENTING ON THE RESULTS SAID "2002-03
         WAS A YEAR OF BOLD INITIATIVES. WE SUCCESSFULLY INTEGRATED AND GREW
         THREE ACQUISITIONS - SPECTRAMIND, GLOBAL ENERGY PRACTICE OF AMS INC.
         AND R&D LABS OF ERICSSON. WE WILL LOOK FOR OPPORTUNITIES TO CREATE
         SUSTAINABLE COMPETITIVE ADVANTAGE THROUGH FUTURE ACQUISITIONS. LOOKING
         AHEAD, FOR THE QUARTER ENDED JUNE 2003, WE EXPECT OUR REVENUE FROM
         WIPRO TECHNOLOGIES(3) AND WIPRO SPECTRAMIND TO BE APPROXIMATELY $172
         MILLION AND $16 MILLION RESPECTIVELY."

         VIVEK PAUL, VICE CHAIRMAN, SAID "OUR STRATEGIC INITIATIVES ENABLED US
         TO CLOSE THIS FINANCIAL YEAR WITH THE HIGHEST EVER GROWTH IN BILLED
         MAN-MONTHS. THIS QUARTER WE INTEGRATED THE TEAM ACQUIRED FROM AMS WITH
         COMPLETE CONTINUITY OF CUSTOMERS AND EMPLOYEES, AND SOME QUICK WINS ON
         CROSS SELLING. WE SAW SUSTAINED REVENUE GROWTH IN EACH OF OUR IT, R&D
         AND BPO BUSINESSES. MARGINS EXPANDED IN THE BPO BUSINESS, BUT CAME
         UNDER PRESSURE IN IT SERVICES AS WE ABSORBED ACQUISITION COSTS AND
         PRICING PRESSURES, ALONG WITH A RISING RUPEE."

         SURESH SENAPATY, CORPORATE EXECUTIVE VICE PRESIDENT - FINANCE SAID "OUR
         PROFITS FOR THE YEAR IN WIPRO LIMITED WERE LOWER BY RS. 371 MILLION ON
         ACCOUNT OF OUR SHARE OF LOSSES IN WIPRO GE MEDICAL SYSTEMS LIMITED, OUR
         JOINT VENTURE IN MEDICAL SYSTEMS BUSINESS. WE ARE WORKING WITH OUR JV
         PARTNER TO BRING THAT BUSINESS BACK TO ITS TRACK RECORD OF CONSISTENT
         PROFITABILITY."

         HE ADDED, "FOR THE QUARTER, PBIT TO REVENUE IN WIPRO TECHNOLOGIES WAS
         LOWER AT 25%. WIPRO TECHNOLOGIES RESULTS FOR THE QUARTER INCLUDES
         REVENUE OF RS. 228 M AND LOSS OF RS. 73 M IN OUR ENERGY & UTILITIES
         CONSULTING DIVISION ACQUIRED FROM AMS INC. THIS CONTRIBUTED TO 2% DROP
         IN PBIT MARGIN AS COMPARED TO THE PREVIOUS QUARTER. THE LOSSES WERE
         PRIMARILY DUE TO PROVISION FOR INTEGRATION BONUS."

         WIPRO LIMITED

         Revenues(1) for the year ended March 31, 2003, were Rs.43.3 billion,
         representing a 26% increase over the previous year. Profit after Tax(2)
         for the year was Rs.8.6 billion. Revenues for the quarter ended March
         31, 2003, were Rs.12.4 billion, a growth of 33% year on year. Profit
         After Tax was Rs. 2.2 billion, a decline of 5% year on year.

         WIPRO TECHNOLOGIES - OUR GLOBAL IT BUSINESS

         Wipro Technologies accounted for 66% of the Revenue and 84% of the PBIT
         for the year ended March 31, 2003. Wipro Technologies grew its Revenue
         by 25% year on year to Rs. 28.4 billion and PBIT by 4% to Rs.8.1
         billion.

         Operating Margin to Revenue was 28%. Year on year, increase in IT
         professional utilization by 6% to 66% was offset by decrease in price
         realizations of 6.7% for Offshore projects and 5.7% for Onsite
         projects.

- -------------------------
(1) Excluding Revenues of Rs.42 million for the year ended March 2003 from
discontinued ISP business. Corresponding Revenue for the year ended March 31,
2002 was Rs. 508 million.

(2) Excluding loss (net of tax) of Rs. 378 million for the year ended March 2003
pertaining to discontinued ISP business which includes loss from operations (net
of tax) of Rs. 115 million (previous period - Rs. 134 million) and loss on write
off of assets and exit costs of Rs. 263 million of the discontinued business.

(3) Includes Revenues from pertaining to IT Services businesses of Wipro
HealthScience which will be consolidated under Wipro Technologies business
segment effective quarter ending June 30, 2003.

<PAGE>

         For the year ended March 31, 2003, the Enterprise Solutions practice
         contributed 61% of Revenue, compared to 50% a year ago, while the R&D
         Services practice the balance 39%. The proportion of Global IT Services
         Revenues from North America increased to 63% during the year from 57% a
         year ago. Correspondingly, the proportion of Revenue from Europe
         decreased to 30% from 36% for the year ended March 31, 2002. Japan
         contributed 6% for the year ended March 31, 2003.

         Our largest customer, top 5 and top 10 customers accounted for 8%, 24%
         and 38%, respectively, of our Global IT Services Revenue for the year
         ended March 31, 2003, as compared to 7%, 28% and 41% of our Global IT
         Services Revenue for the year ended March 31, 2002. 120 new customers
         added in current fiscal year, including 44 added in the quarter ended
         March 31, 2003, contributed 9% of Revenue for the year.

         Customers with an annual Revenue of $1 million and above increased to
         96 in the year ended March 31, 2003, up from 82 in the year ended March
         31, 2002. Customers with an annual Revenue of $5 million and above
         increased to 27 in the year ended March 31, 2003, up from 23 in the
         year ended March 31, 2002.

         Onsite Revenue for the year was 54% of services Revenue, up from 52%
         for the year ended March 31, 2002. Fixed Price projects were at 34% of
         the Revenue for the year, up from 28% for the year ended March 31,
         2002.

         We had 13474 employees as of March 31, 2003, which represents an
         increase of 3848 employees from March 31, 2002.

         WIPRO SPECTRAMIND - OUR IT ENABLED SERVICES BUSINESS

         In its first year of operations after acquisition, Wipro Spectramind
         recorded Revenue of Rs.1.6 billion ($ 35 m) with PBIT of Rs. 395
         million. PBIT to Revenue was 24% for the year.

         During the quarter, Wipro Spectramind signed Letter of Intent with 3
         new customers. The total number of active customers during the period
         was 15. The total number of employees was 5106 as on March 31, 2003.

         WIPRO INFOTECH - OUR INDIA, MIDDLE EAST & ASIA PACIFIC IT SERVICES &
         PRODUCTS BUSINESS

         For the year ended March 31st, 2003, Wipro Infotech recorded Revenues
         of Rs 8.39 Billion and Profit before Interest and Tax of Rs 557
         Million. For the year, Services Revenue at Rs. 2.3 billion contributed
         to 28% of Revenues with Gross Margins of 47%. For the previous year,
         Services was 28% of Revenue and had Gross Margins of 39%. Services
         Revenues grew by 17% compared to the previous year, fuelled by growth
         in Infrastructure Management Services and Software Solutions. Product
         revenues grew by 13% compared to the previous year. For the quarter,
         Wipro Infotech recorded Revenues of Rs 2.4 billion and Profit before
         Interest and Tax of Rs 241 Million.

         We won 11 new Infrastructure Management Services contracts, 8 System
         Integration contracts, 22 IT Consulting projects, 24 Software projects
         (including 9 projects in Middle East and Asia Pacific) and 12
         e-procurement contracts during the quarter.

         Some of our notable wins include BITS-Pilani & IIT Roorkee in System
         Integration, Kerala State IT Mission (Dept. of IT, Govt. of Kerala) and
         Govt. of Andhra Pradesh in Consulting and LIC and Sigma Aldrich in
         Software Solutions. Product wins include Canara Bank & Madhya Pradesh
         Govt and e-procurement wins include Almana Group of Hospitals &
         Karnataka Police Housing Corporation. In the Middle East and Asia
         Pacific, our project wins include Dubai Internet City and South East
         Water Ltd. in Australia.

<PAGE>

         WIPRO CONSUMER CARE & LIGHTING

         Wipro Consumer Care and Lighting business recorded Revenue of Rs. 3
         billion with PBIT of Rs.436 million contributing 7% of total Revenue
         and 5% of the Profit before Interest and Taxes for the year. PBIT to
         Revenue was 15% for the year.

         Wipro Consumer Care and Lighting business entered into a definitive
         agreement with Hindustan Lever Limited for the acquisition of
         Glucovita, a glucose based energy drink brand. The agreement provides
         Wipro with the exclusive right to sell and market Glucovita in India
         and Nepal. This acquisition is part of the strategy to leverage Wipro
         Consumer Care & Lighting's distribution network to address newer market
         segments.

         WIPRO HEALTHSCIENCE - OUR HEALTHCARE AND LIFE SCIENCE BUSINESS

         For the year ended March 31, 2003, Wipro HealthScience business segment
         recorded Revenue of Rs.893 million and a profit of Rs. 8 million.

         Effective quarter ending June 30, 2003, results pertaining to IT
         Services businesses of Wipro HealthScience will be consolidated under
         Wipro Technologies business segment.

         WIPRO LIMITED

         For the year ended March 31, 2003, the Return on Capital Employed in
         Wipro Technologies was 74%, Wipro Infotech was 54% and Consumer Care
         and Lighting was 60%. At the Company level, the Return on Capital
         Employed was 31%, lower due to inclusion of cash and cash equivalents
         of Rs. 15.3 billion in Capital Employed (43% of Capital Employed).
         Return on Capital Employed excluding cash and cash equivalents was 61%.

         FOR WIPRO LIMITED, PROFIT AFTER TAX FROM CONTINUING OPERATIONS COMPUTED
         IN ACCORDANCE WITH US GAAP FOR THE YEAR ENDED MARCH 2003 WAS RS. 8.1
         BILLION, A DECLINE OF 3% AS COMPARED TO THE CORRESPONDING QUARTER ENDED
         MARCH 2002. THE NET DIFFERENCE BETWEEN PROFITS COMPUTED IN ACCORDANCE
         WITH INDIAN GAAP AND US GAAP IS PRIMARILY DUE TO DIFFERENT REVENUE
         RECOGNITION STANDARDS, AMORTIZATION OF INTANGIBLES ARISING FROM
         ACQUISITION AND ACCOUNTING FOR DEFERRED STOCK COMPENSATION EXPENSES.

         QUARTERLY CONFERENCE CALL

         Wipro will hold conference calls today at 11:45 AM Indian Standard Time
         (2:15 AM Eastern Time) and at 6:45 PM Indian Standard Time (9:15 AM
         Eastern) to discuss the company's performance for the quarter and
         answer questions sent to email ID: Lakshminarayana.lan@wipro.com. An
         audio recording of the management discussions and the question and
         answer session will be available online and will be accessible in the
         Investor Relations section of the company website at www.wipro.com
         shortly after the live broadcast.

         US GAAP FINANCIALS ON WEBSITE

         CONDENSED FINANCIAL STATEMENTS OF WIPRO LIMITED COMPUTED UNDER THE US
         GAAP ALONG WITH INDIVIDUAL BUSINESS SEGMENT REPORTS ARE AVAILABLE IN
         THE INVESTOR RELATIONS SECTION AT www.wipro.com.

<PAGE>

         CONTACT FOR INVESTOR RELATION CONTACT FOR MEDIA & PRESS

         K R Lakshminarayana            Vijay K Gupta
         Corporate Treasurer            Vice President -Corporate Communications
         Phone: ++91-80-844-0079        ++91-80-844-0076
         Fax: ++91-80-844-0051          ++91-80-844-0350
         lakshminarayana.lan@wipro.com  vijayk.gupta@wipro.com
         -----------------------------  ----------------------

         FORWARD LOOKING AND CAUTIONARY STATEMENTS

         Certain statements in this release concerning our future growth
         prospects and our ability to successfully complete and integrate
         potential acquisitions are forward looking statements, which involve a
         number of risks, and uncertainties that could cause actual results to
         differ materially from those in such forward looking statements. The
         risks and uncertainties relating to these statements include, but are
         not limited to, risks and uncertainties regarding our ability to
         integrate and manage acquired IT professionals, our ability to
         integrate acquired assets in a cost effective and timely manner,
         fluctuations in earnings, our ability to manage growth, intense
         competition in IT services including those factors which may affect our
         cost advantage, wage increases in India, our ability to attract and
         retain highly skilled professionals, time and cost overruns on
         fixed-price, fixed-time frame contracts, client concentration,
         restrictions on immigration, our ability to manage our international
         operations, reduced demand for technology in our key focus areas,
         disruptions in telecommunication networks, , liability for damages on
         our service contracts, the success of the companies in which Wipro has
         made strategic investments, withdrawal of fiscal governmental
         incentives, political instability, legal restrictions on raising
         capital or acquiring companies outside India, unauthorized use of our
         intellectual property and general economic conditions affecting our
         industry. Additional risks that could affect our future operating
         results are more fully described in our filings with the United States
         Securities and Exchange Commission. These filings are available at
         www.sec.gov. Wipro may, from time to time, make additional written and
         oral forward looking statements, including statements contained in the
         company's filings with the Securities and Exchange Commission and our
         reports to shareholders. Wipro does not undertake to update any
         forward-looking statement that may be made from time to time by or on
         behalf of the company.

<PAGE>

                                                            (IN RUPEES MILLIONS)

                          WIPRO LIMITED - CONSOLIDATED
   AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE THREE MONTHS PERIOD ENDED
                                 MARCH 31, 2003

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                   GLOBAL IT   IT ENABLED        INDIA &      CONSUMER      WIPRO
                                                                   SERVICES &   SERVICES         ASIAPAC       CARE &       HEALTH
                                                                    PRODUCTS                   IT SERVICES    LIGHTING      SCIENCE
                                                                                               & PRODUCTS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>         <C>             <C>            <C>           <C>
REVENUE
- ------------------------------------------------------------------------------------------------------------------------------------
External Sales & Services                                             7,932         660           2,401          781          238
- ------------------------------------------------------------------------------------------------------------------------------------
Internal Sales & Services                                                 -           -              49            -            -
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                 7,932         660           2,450          781          238
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH IN REVENUES                                                       36%                          4%           9%          58%
- ------------------------------------------------------------------------------------------------------------------------------------
% of total revenues                                                      64%          5%             20%           6%           2%
- ------------------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE INTEREST AND TAX (PBIT)                                 1,953         168             241          107           25
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH IN PBIT                                                            1%                         (9%)          8%
- ------------------------------------------------------------------------------------------------------------------------------------
% of total PBIT                                                          75%          6%              9%           4%           1%
- ------------------------------------------------------------------------------------------------------------------------------------
OPERATING MARGINS                                                        25%         25%             10%          14%
- ------------------------------------------------------------------------------------------------------------------------------------
Interest income (net of interest expense Rs.12 mn)
- ------------------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE TAX
- ------------------------------------------------------------------------------------------------------------------------------------
Income Tax expense
- ------------------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EXTRAORDINARY ITEMS
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH
- ------------------------------------------------------------------------------------------------------------------------------------
Discontinuance of ISP business (refer note 10)
- ------------------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EQUITY IN EARNINGS / (LOSSES) OF AFFILIATES
& MINORITY INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
Equity in earnings affiliates
- ------------------------------------------------------------------------------------------------------------------------------------
Minority interest
- ------------------------------------------------------------------------------------------------------------------------------------
PROFIT AFTER TAX
- ------------------------------------------------------------------------------------------------------------------------------------
GROWTH
- ------------------------------------------------------------------------------------------------------------------------------------
OTHER INFORMATION
- ------------------------------------------------------------------------------------------------------------------------------------
Net fixed assets                                                      5,025         802             285          386           84
- ------------------------------------------------------------------------------------------------------------------------------------
Trade receivables                                                     5,535         268           2,100          197          325
- ------------------------------------------------------------------------------------------------------------------------------------
Cash balances/Investments                                             2,186          44              21          197            9
- ------------------------------------------------------------------------------------------------------------------------------------
Other assets                                                          2,448         424           1,053          344          160
- ------------------------------------------------------------------------------------------------------------------------------------
Goodwill                                                              1,038       3,776               -            -          175
- ------------------------------------------------------------------------------------------------------------------------------------
Current Liabilities                                                  (3,019)       (294)         (2,384)        (442)        (266)
- ------------------------------------------------------------------------------------------------------------------------------------
Capital employed                                                     13,213       5,020           1,075          682          487
- ------------------------------------------------------------------------------------------------------------------------------------
% of capital employed                                                   37%          14%              3%           2%           1%
- ------------------------------------------------------------------------------------------------------------------------------------
Capital expenditure                                                     627         243              64            5           58
- ------------------------------------------------------------------------------------------------------------------------------------
Depreciation                                                            315          59              47           14           10
- ------------------------------------------------------------------------------------------------------------------------------------
Annualized Return on average capital employed from                       68%         14%             85%          66%
continuing business
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                       OTHERS    CONTINUING       DISCONTINUED     WIPRO
                                                                                 OPERATIONS       ISP BUSINESS    LIMITED
<S>                                                                    <C>       <C>              <C>             <C>
- -------------------------------------------------------------------------------------------------------------------------
REVENUE
- -------------------------------------------------------------------------------------------------------------------------
External Sales & Services                                                365       12,377                -        12,377
- -------------------------------------------------------------------------------------------------------------------------
Internal Sales & Services                                                (49)           -                -             -
- -------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                    316       12,377                -        12,377
- -------------------------------------------------------------------------------------------------------------------------
GROWTH IN REVENUES                                                                     33%                            32%
- -------------------------------------------------------------------------------------------------------------------------
% of total revenues                                                        3%
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE INTEREST AND TAX (PBIT)                                    108        2,602                -         2,602
- -------------------------------------------------------------------------------------------------------------------------
GROWTH IN PBIT                                                                       11.5%                            13%
- -------------------------------------------------------------------------------------------------------------------------
% of total PBIT                                                            5%         100%                           100%
- -------------------------------------------------------------------------------------------------------------------------
OPERATING MARGINS                                                                      21%                            21%
- -------------------------------------------------------------------------------------------------------------------------
Interest income (net of interest expense Rs.12 mn)                                    107                            107
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE TAX                                                                   2,709                -         2,709
- -------------------------------------------------------------------------------------------------------------------------
Income Tax expense                                                                   (382)               -          (382)
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EXTRAORDINARY ITEMS                                                   2,327                          2,327
- -------------------------------------------------------------------------------------------------------------------------
GROWTH                                                                                                               0.6%
- -------------------------------------------------------------------------------------------------------------------------
Discontinuance of ISP business (refer note 10)                                                          26            26
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EQUITY IN EARNINGS / (LOSSES) OF AFFILIATES
& MINORITY INTEREST                                                                 2,327               26         2,353
- -------------------------------------------------------------------------------------------------------------------------
Equity in earnings affiliates                                                         (96)                           (96)
- -------------------------------------------------------------------------------------------------------------------------
Minority interest                                                                      (3)                            (3)
- -------------------------------------------------------------------------------------------------------------------------
PROFIT AFTER TAX                                                                    2,228               26         2,254
- -------------------------------------------------------------------------------------------------------------------------
GROWTH                                                                                 (5%)                         (2.5%)
- -------------------------------------------------------------------------------------------------------------------------
OTHER INFORMATION
- -------------------------------------------------------------------------------------------------------------------------
Net fixed assets                                                         918        7,500               34         7,534
- -------------------------------------------------------------------------------------------------------------------------
Trade receivables                                                        155        8,580               23         8,603
- -------------------------------------------------------------------------------------------------------------------------
Cash balances/Investments                                             12,855       15,312                -        15,312
- -------------------------------------------------------------------------------------------------------------------------
Other assets                                                           1,596        6,025                4         6,029
- -------------------------------------------------------------------------------------------------------------------------
Goodwill                                                                  18        5,007                -         5,007
- -------------------------------------------------------------------------------------------------------------------------
Current Liabilities                                                     (644)      (7,049)             (68)       (7,117)
- -------------------------------------------------------------------------------------------------------------------------
Capital employed                                                      14,898       35,375               (7)       35,368
- -------------------------------------------------------------------------------------------------------------------------
% of capital employed                                                     43%                                        100%
- -------------------------------------------------------------------------------------------------------------------------
Capital expenditure                                                       23        1,020                -         1,020
- -------------------------------------------------------------------------------------------------------------------------
Depreciation                                                              22            -                -           467
- -------------------------------------------------------------------------------------------------------------------------
Annualized Return on average capital employed from                                                                    30%
continuing business
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


1.       The segment report of Wipro Limited and its consolidated subsidiaries
         and associates has been prepared in accordance with the Accounting
         Standard 17 "Segment Reporting" issued by the Institute of Chartered
         Accountants of India.

2.       The Company has three geographic segments; India, USA and Rest of the
         World. Significant portion of the segment assets are in India. Revenue
         from geographic segments based on domicile of the customers is outlined
         below:

<TABLE>
<CAPTION>
GEOGRAPHY                                          RS. MN
- ---------------------------------------------------------
<S>                                               <C>
India                                              3,548
USA                                                5,791
Rest of the World                                  3,038
                                                  ------
Total                                             12,377
- ---------------------------------------------------------
</TABLE>

3.       For the purpose of reporting, business segments are considered as
         primary segments and geographic segments are considered as secondary
         segment.

4.       In accordance with Accounting Standard 21 " Consolidated Financial
         Statements " issued by the Institute of Chartered Accountants of India,
         the consolidated financial statements of Wipro Limited include the
         financial statements of all subsidiaries which are more than 50% owned
         and controlled.

5.       The company has a 49% equity interest in Wipro GE Medical Systems
         Limited (WGE), a joint venture with General Electric, USA. The joint
         venture agreement provides specific rights to the joint venture
         partners. The rights conferred to Wipro are primarily protective in
         nature. Therefore, in accordance with the guidance in Accounting
         Standard 27 " Financial Reporting of Investments in Joint Ventures" the
         investments in Wipro GE have been accounted for by equity method and
         not by proportionate consolidation method.

6.       In accordance with the guidance provided in Accounting Standard 23 "
         Accounting for Investments in Associates in Consolidated Financial
         Statements" WeP Peripherals have been accounted for by equity method of
         accounting.

7.       Acquisition of Spectramind

         In July 2002, the Company acquired controlling equity interest in
         Spectramind e Services Private Limited ("Spectramind"), a leading
         IT-enabled service provider in India providing remote processing
         services to large global corporations in the US, UK, Australia and
         other developed markets. The shares and warrants acquired, together
         with shares previously held by the Company, represent 89% of the
         outstanding shares of Spectramind. The aggregate purchase price for the
         acquisition, including the cost of acquisition of the shares previously
         held by the Company, was Rs. 4,177 Mn. In September 2002, the company
         acquired an additional 3% of the outstanding shares for Rs 170 Mn.
         Further the company has acquired the remaining equity interest for Rs.
         304 Mn. The results of operations of Spectramind are consolidated in
         the Company's financial statements from July 1, 2002.

         The Company has also entered into a call and put option arrangement
         with the management team and employees of Spectramind to acquire the
         unvested options. The put and call option can be exercised, at the fair
         market value, during the six month period commencing from 190 days from
         the date of exercise of the options.

         The excess of consideration paid over the book value of assets acquired
         has been recognized as goodwill. The details of consideration paid,
         book value of assets acquired and goodwill arising from the acquisition
         is outlined below:

<TABLE>
<CAPTION>
                                                                 Rs. Mn
- -----------------------------------------------------------------------
<S>                                                              <C>
Cash and bank balances                                              193
Net current assets                                                  681
Goodwill                                                          3,776
                                                                  -----
                                                                  4,650
- -----------------------------------------------------------------------
</TABLE>

<PAGE>

8.       Acquisition of Wipro Health Care IT Limited (WHCIT)

         In August 2002, Wipro Limited acquired 60% equity interest in Wipro
         Health Care IT Limited (WHCIT), an India based company engaged in the
         development of health care related software, and the technology rights
         in the business of WHCIT from GE group for a consideration of Rs.181
         Mn. Further the Company has acquired the remaining equity interest for
         Rs. 97 Mn.

         The excess of consideration paid over the book value of assets acquired
         has been recognized as goodwill. The details of consideration paid,
         book value of assets acquired and goodwill arising from the acquisition
         is outlined below:

<TABLE>
<CAPTION>
                                                                 Rs. Mn
- -----------------------------------------------------------------------
<S>                                                              <C>
Cash and bank balances                                               35
Current assets                                                       34
Intangible assets                                                    34
Goodwill                                                            175
                                                                    ---
                                                                    278
- -----------------------------------------------------------------------
</TABLE>

         In December 2002, the Company acquired the remaining 40% minority
         equity interest for Rs. 97 Mn. The acquisition resulted in goodwill of
         Rs. 61 Mn.

9.       In December 2002, the Company acquired the global energy practice of
         American Management Systems for an aggregate consideration of Rs. 1,180
         Mn. The global energy practice, which addresses the IT requirements of
         enterprises in energy and utilities sector, has a team of 90 domain
         experts and IT consultants with expertise in the areas of complex
         billing and settlement in energy markets, systems integration,
         enterprise application integration, and program management
         capabilities. The excess of consideration paid over the book value of
         assets acquired has been recognized as goodwill. The details of
         consideration paid, book value of assets acquired and goodwill arising
         from the acquisition is outlined below:

<TABLE>
<CAPTION>
                                                                  Rs. Mn
- ------------------------------------------------------------------------
<S>                                                               <C>
Fixed assets                                                          16
Receivables                                                          111
Goodwill                                                           1,038
                                                                   -----
                                                                   1,165
- ------------------------------------------------------------------------
</TABLE>

10.      The Company was engaged in the business of providing corporate ISP
         services. Based on a review of this business, the company decided to
         discontinue the existing infrastructure based ISP business, but
         continue with the managed network and remote management services.
         Managed network and remote management services are currently being
         offered as part of total IT solutions. In June 2002, the management
         formally approved a plan to discontinue the infrastructure based
         corporate ISP services. The costs associated with the discontinuance
         including asset impairment charges and other exit costs have been
         reflected as extraordinary expenses.

         The customers are being transitioned to an independent service
         provider. The consideration payable by the service provider to the
         Company is dependent on the occurrence of certain contingent events.
         The total consideration received is Rs. 25 Mn and is adjusted against
         the extraordinary loss arising out of the same.

<PAGE>

<TABLE>
<CAPTION>
                                                                                                        (IN RUPEES MILLIONS)
- ----------------------------------------------------------------------------------------------------------------------------

                                                  WIPRO LIMITED - CONSOLIDATED
                           AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2003

- ----------------------------------------------------------------------------------------------------------------------------
                                                                                          INDIA &
                                                             GLOBAL IT       IT           ASIAPAC      CONSUMER       WIPRO
                                                            SERVICE S &    ENABLED      IT SERVICES     CARE &       HEALTH
                                                              PRODUCTS     SERVICES     & PRODUCTS     LIGHTING      SCIENCE
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>            <C>          <C>            <C>           <C>
REVENUE
- ----------------------------------------------------------------------------------------------------------------------------
External Sales & Services                                      28,456         1,645         8,222         2,991          893
- ----------------------------------------------------------------------------------------------------------------------------
Internal Sales & Services                                                                     173
- ----------------------------------------------------------------------------------------------------------------------------
TOTAL                                                          28,456         1,645         8,395         2,991          893
- ----------------------------------------------------------------------------------------------------------------------------
GROWTH IN REVENUES                                                 25%                         14%           (1%)         42%
- ----------------------------------------------------------------------------------------------------------------------------
% of total revenues                                                66%            4%           19%            7%           2%
- ----------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE INTEREST AND TAX (PBIT)                           8,100           395           557           436            8
- ----------------------------------------------------------------------------------------------------------------------------
GROWTH IN PBIT                                                      4%                         (3%)           6%
- ----------------------------------------------------------------------------------------------------------------------------
% of total PBIT                                                    84%            4%            6%            5%
- ----------------------------------------------------------------------------------------------------------------------------
OPERATING MARGINS                                                  28%           24%            7%           15%
- ----------------------------------------------------------------------------------------------------------------------------
Interest income (net of interest expense of Rs. 30 Mn)
- ----------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE TAX
- ----------------------------------------------------------------------------------------------------------------------------
Income Tax expense
- ----------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EXTRAORDINARY ITEMS
- ----------------------------------------------------------------------------------------------------------------------------
GROWTH
- ----------------------------------------------------------------------------------------------------------------------------
Discontinuance of ISP business (net of tax benefit of Rs.90 Mn)
- ----------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EQUITY IN EARNINGS / (LOSSES) OF AFFILIATES
& MINORITY INTEREST
- ----------------------------------------------------------------------------------------------------------------------------
Equity in earnings affiliates
- ----------------------------------------------------------------------------------------------------------------------------
Minority interest
- ----------------------------------------------------------------------------------------------------------------------------
PROFIT AFTER TAX
- ----------------------------------------------------------------------------------------------------------------------------
Growth
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                                                      (IN RUPEES MILLIONS)
- -------------------------------------------------------------------------------------------------------------------------
                                                  WIPRO LIMITED - CONSOLIDATED
                           AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2003

- -------------------------------------------------------------------------------------------------------------------------
                                                                          OTHERS      CONTINUING   DISCONTINUED    WIPRO
                                                                                      OPERATIONS   ISP BUSINESS   LIMITED
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>         <C>          <C>            <C>
REVENUE
- -------------------------------------------------------------------------------------------------------------------------
External Sales & Services                                                  1,134        43,341            42       43,383
- -------------------------------------------------------------------------------------------------------------------------
Internal Sales & Services                                                   (173)                                       -
- -------------------------------------------------------------------------------------------------------------------------
TOTAL                                                                        961        43,341            42       43,383
- -------------------------------------------------------------------------------------------------------------------------
GROWTH IN REVENUES                                                                          26%                        24%
- -------------------------------------------------------------------------------------------------------------------------
% of total revenues                                                           2%
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE INTEREST AND TAX (PBIT)                                        188         9,684          (182)       9,502
- -------------------------------------------------------------------------------------------------------------------------
GROWTH IN PBIT                                                                               9%                         9%
- -------------------------------------------------------------------------------------------------------------------------
% of total PBIT                                                                1%                                     100%
- -------------------------------------------------------------------------------------------------------------------------
OPERATING MARGINS                                                                           22%                        22%
- -------------------------------------------------------------------------------------------------------------------------
Interest income (net of interest expense of Rs. 30 Mn)                                     634                        634
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE TAX                                                                       10,318          (182)      10,136
- -------------------------------------------------------------------------------------------------------------------------
Income Tax expense                                                                      (1,343)           67       (1,276)
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EXTRAORDINARY ITEMS                                                        8,975          (115)       8,860
- -------------------------------------------------------------------------------------------------------------------------
GROWTH                                                                                     0.5%                       0.1%
- -------------------------------------------------------------------------------------------------------------------------
Discontinuance of ISP business (net of tax benefit of Rs.90 Mn)                                         (263)        (263)
- -------------------------------------------------------------------------------------------------------------------------
PROFIT BEFORE EQUITY IN EARNINGS / (LOSSES) OF AFFILIATES
& MINORITY INTEREST                                                                      8,975          (378)       8,597
- -------------------------------------------------------------------------------------------------------------------------
Equity in earnings affiliates                                                             (355)                      (355)
- -------------------------------------------------------------------------------------------------------------------------
Minority interest                                                                          (37)                       (37)
- -------------------------------------------------------------------------------------------------------------------------
PROFIT AFTER TAX                                                                         8,583          (378)       8,205
- -------------------------------------------------------------------------------------------------------------------------
Growth                                                                                      (4%)                       (7%)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>f89435exv99w3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.03

                                     WIPRO
                                PRESS CONFERENCE
                                 APRIL 17, 2003

Azim Premji: Your Board of Directors in the meeting held this morning approved
the accounts for the year ended March 2003. Our results have been mailed to
those registered with us and are also on our website and our friends from the
press here already have a copy of our press release. Let me share with you some
of our thoughts on how we see the environment.

Customers want to see value for the price they pay. You create value for the
customer by either increasing value or by decreasing price. Today, the customers
want to have the cake and eat the cake too. They want higher value at lower
price. This is the trend that we saw beginning in 2001 and we believe this trend
will only accelerate. Customer requirements need attention. Our response is to
offer our customers wider service range and to a larger number of customers.
This we will achieve by combination of organic service line growth and
expansions and through acquisitions, which is a key part of our strategy. To
address the larger number of customers, we will increase our investment in sales
and marketing and prudently evaluate potential acquisitions. In calender 2002,
we completed three acquisitions, Spectramind for service line expansion, Global
Energy Practice of AMS Inc. for consultancy skills and customer relationships,
and the R&D labs of Ericson. Our success is integrating these acquisitions has
given us confidence to pursue this strategy further. We evaluate candidates for
acquisitions on an ongoing basis. The first criteria we use for evaluating
acquisitions is whether such candidates fits strategically and culturally. If
those two criterias are met, we proceed to financial evaluation of the target
candidate. The candidates must meet financial targets. When it comes to
acquisitions, we are conscious there will often be short-term pains of margin
contraction due to the acquisition-related costs of integration, bonus, and
amortization of intangibles. In our view, the short-term pain is acceptable only
because of the long-term gain and value, which we see in the potential
acquisition. Looking ahead in the global IT services business, we see rupee
appreciation and pricing contributing to margin pressure. On the other hand, we
believe providing higher value-added services, moving business to more offshore,
increasing utilization, and managing costs, strong elements to mitigate these
downsides. Our consumer care and lighting business has generated positive cash
flows for decades with consistent margins. We have invested in building a strong
retail distribution network reaching over a million retail outlets. Our strategy
in this business is to realize the value of this distribution network by again
acquisitions and by acquiring brands. Our acquisition of Gluco-Vita, a
glucose-based energy drink is part of this strategy. We continue to evaluate
other similar brands as potential acquisitions too. Our financial parameters for
acquisitions in both technology business and consumer care business are similar.
We will be very happy to take questions now.

<PAGE>

Female Speaker: I request you to raise your hand before asking the question so
that we can give the mikes to you. Arun from Economic Times. Arun, go ahead.

Male Speaker: Yes, please go ahead.

Arun: My question is related to your operating margins, particularly of Wipro
Technologies have come down four basis points, but there seems to be some
improvements happening in Wipro Infotech and Consumer Care. Wipro Infotech,
sequential margins going up by about four basis points and Consumer Care by
about two basic points. So, are these two segments kind of offsetting the
decline in the margins from Wipro Technology.

Senapaty: You know, we had earlier communicated that we will see softness in
operating margin in global IT services. Can I request everybody to keep quiet
please, so that we are able to communicate more effectively? Thank you.

So, the factors that have contributed to the decline in sequential terms for
operating margin of global IT services is a) rupee appreciation, it has
continued to appreciate, b) the AMS acquisition that we did. There are certain
intangibles and there are certain lock-in bonuses, which are paid on joining as
well as after completion of milestone number of days, which get expensed out in
the accounting treatment and therefore you have some of those aberrations as a
part of the acquisition for first few quarters. So, that is another particular
factor, which has resulted into a decline. And third is, we have continued to
invest in our sales and marketing expenses. We have increased the headcount
overseas in terms of the sales people, and that has resulted in increased sales
and marketing expenses. A part of it has got mitigated by increasing
utilization, and on a net-to-net, there was therefore a decline of about little
under 4% in operating margin. So far as Wipro Infotech is concerned, there has
been a sequential improvement in the operating margin. Typically in the fourth
quarter we have significantly higher sales than the other quarters in a
financial year, and we have an expansion of operating margins in the fourth
quarter traditionally so far as Wipro Infotech is concerned and that is how we
have seen reflection of that in the quarter four. And Consumer Care has
continued to retain its operating margin. We had given operating margin of 15%
and there is a little improvement in the operating margin so far as Wipro
Consumer Care and Lighting is concerned. So, overall, there has been an
operating margin increase so far as Consumer Care is concerned, technology is
concerned, in terms of operating profit increase is there. Operating margin, the
percentage wise there was a decline, and overall on a year-on-year basis, we had
three, sort of, lines on which we got hurt in terms of the net income growth a)
is the share of losses that we had from Wipro GE, which we had to take about 37
crores of losses being 49% of our share and b) is the discontinuance of the
Wipro Net ISP business that we did. So, Wipro GE accounted for about 4% of the
swing last year to this year. Wipro Net discontinuance has swung about 3%
adversely, and the third thing is that there

<PAGE>

has been an increase in the income tax in this particular last financial year as
compared to the previous year because as you all know there was a tax imposed
for one year that is 2002-2003, and now it has disappeared in this current
budget, which is expected to be passed in the next few weeks. Hence, we will
come down to that level of what the original were. And, in the previous year we
had some write backs of the tax and therefore there is a swing on the tax
provision quite a lot. And combination of these three factors has, sort of, you
know, reflected in a negative growth in the net income though otherwise, but for
these three, there would have been a positive growth in the net income.

Senapaty: On income tax, there is about 6% ETR swing from 2001-2002 to
2002-2003.

Vivek: ETR is effective tax rate.

Senapaty: Effective tax rate that means a tax you pay on your total...

Arun: In terms of actuals....

Senapaty: About 50 and odd crores.

Arun: You had said that your income from AMS and the Ericson R&D could also
start improving too, have you booked that income in Q4.

Senapaty: Yes, the results of January, February, and March 2003, includes
results of AMS as well as Ericson, but in case of Ericsson primarily, means in
terms of hiring out those people, there is a commitment with respect to some of
the revenue and that has been reflected. But so far as AMS is concerned, it is
acquisition of that particular division, and there was a payment of goodwill and
there was a payment of intangibles and there were some lock-in because all these
employees have been taken in. So, therefore, effectively we have posted a 7
crores of loss for the first quarter.

Male Participant: That is the AMS.

Male Speaker: AMS.

Male Participant: And, last time I remember I queried for the Lattice Group...46
million, for Q4 you are keeping this thing open because of the acquisition that
Lattice itself was undergoing. You have anything to add...

Vivek: Yes, so far as quarter ending April-May-June is concerned we have got a
settlement of about a million dollar from 186K, which has come in into the
profits and revenue of Wipro Technologies, global IT services in quarter 4.

Male Participant: What is the EPS?

<PAGE>

Senapaty: I will give you that number. It is there in our press release. I will
give it off line. Can we have the next question please?

Moderator: Next question is from Madhavan from Reuters.

Madhavan: Actually, there are two questions. First of all on pricing pressure,
we would like to know apart from the factors that you mentioned, how are you
facing vis-a-vis the competition. Is this the general industry trend that you
are looking at or are you facing competition from mid-sized Indian companies
because you are already located in India, which gives you a cost advantage, and
also whether the increasing tendency by foreign companies to set up their own
development centers is contributing to the pricing pressure. What is it, you
know, if you compare yourself with peers and competitors, what is the big
picture? And the second one I will ask later.

Vivek: There are two elements to the pricing discussion. One is the mix of
business, which is that the more application management business you do versus
application build business the lower the price, and that fundamentally is
because application management business in some sense customers' view as more
vanilla and application build business is a more time to market play, whereas
the application manage is more of a cost play. Because of the global downturn
what we are seeing is that application build spending has come down
significantly and as a result the mix of our business that we do that relates to
application build is much lower. So, one element is that we are seeing a shift
in terms of the kind of work being done away from application build more towards
application manage. The second is that is this price reduction in the context of
competitive pressures. Interestingly, the answer is not really, and the reason
for that is that if you look at the year gone by, 8% of our revenue came from
new accounts opened in the year and 92% of the revenue came from the existing
accounts, so what that means is that the bigger price pressure is not
necessarily how we compete, which by the way the story in its own self, but is
based on the fact that you are now seeing customers who are in their third year
of the downturn and are saying, you know, I appreciate all the things that you
are doing for me. I appreciate the fact that you are cheaper relative to other
alternatives, but for your SPEND, I want a price reduction. So, I think that
what we were seeing on the price reduction really is two elements; mixed changed
and then existing customer-led price renegotiation.

Madhavan: And, the second question I had was on this core business of tech and
the enterprise solutions. What is the big picture? Is there, because you had
taken your bet towards the higher margin R&D tech kind of stuff, but now that
you are seeing the other side growing more robustly, a strategic shift and how
are you looking at down the line?

<PAGE>

Vivek: Yeah, I think that, clearly we are seeing the IT side of our business is
growing faster. If I look at the last quarter, 64% of our revenue came from IT
services. At its peak, which would be in the Jan-Feb-March quarter of 2000, IT
services was only 48%. So really over 2 years, it has gone from 48% to 64%. So I
think that what we are seeing is that the IT side of the business continues to
be the growth engine in today's uncertain economic environment particularly for
technology companies.

Madhavan: Historically, two to three years ago, we have seen a company betting
on certain kind of skill set with certain kind of margins. Is there a change in
that perspective right now.

Vivek: Well, we certainly demonstrated a high degree of flexibility. So, you
have seen a, really crank up the effort on the IT side as that side of the
market grew hotter.

Madhavan: One last question, has Iraq or anything contributed to reinvestment of
your perspective on the US market or anything at all?

Vivek: Well, you know, we kind of did that bit of analysis and we said that
since March 15 to current, we were expecting 40 customer and prospective visits,
of which 18 were cancelled. So, we saw a slightly less than a half fallout in
terms of visits, but as we said earlier, we didn't see a short Iraq war to have
a sustaining impact on the business and it was relatively short, so I think we
can safely put that to bed. And as far as the other scare SARS is concerned, I
think since we don't have a large exposure to the East Asian markets, we don't
have a big exposure to our business. Of course, if SARS becomes much worse than
it is today, that's a whole different ballgame. But I think as things stand
right now, neither Iraq nor SARS makes us feel that the business is affected in
any significant way.

Male Participant: But, post Iraq war, what is the outlook for this year in the
US economy?

Vivek: You better ask experts other than myself because, I mean the reality is,
you know, I don't know about Iraq, but what I can say is that the US economy is
struggling with its own issues that have completely nothing to do with Iraq. The
US economy is struggling with still the hangover from the tech bubble. It is
struggling with the hangover of the fact that you have got large fiscal deficits
and trade deficits. So, it is dealing with the twin deficits, it is dealing with
the fact that you have a technology economy that is dragging things down. I
think that what we are seeing is that sentiment should improve subsequent to its
Iraq war, but it really is anybody's guess right now.

Moderator: Sam from Bloomberg.

<PAGE>

Sam: Yeah, I have a question.

Vivek: Sorry, for our particular business we didn't think the Iraq war had any
impacts, so it is the same before and after.

Male Participant: After the Iraq war, is the tech spending growing now?

Vivek: Well, I don't know if tech spending has anything to do with the Iraq war.
So, if you look at tech spending, there are two ways to look at tech spending,
tech spending in aggregate and the way we do tech spending, and the way we do
tax spending is the stuff that might come to us. If we announce that we added 44
new customers, 16 through AMS and 28 organically. We are talking to customers,
we are looking at customers that are telling us we want to take more business to
India and we want to do more of what we take to India. So, I think from that
perspective our view is that the outlook from a customer perspective continues
to be strong on the volume side, which is why I think I mentioned earlier that
this year, the year closing March 31, 2003, was our record year, the highest
year ever in growth and billed man months. So, you know, its significant that
even in the boom years we didn't have as much growth in man months as we did in
the last year.

Male Participant: How much did Ericsson contribute to Q4 figures?

Vivek: Can we release that, I mean?

Male Participant: And the second part of the question is, HP has announced
outsourcing deal with Ericsson. Is that deal going to have any kind of impact on
your business with Ericson?

Vivek: I think that, you know, first to answer the second question, no, it has
had no impact. We knew that they were doing that deal. We were aware of, you
know, who the shortlists were, who they were going with etc., etc., That's
mostly on the technology, on the supply of equipment and maintenance of
equipment side. So, that is not a business we are in, and that does not have any
impact on us. In terms of Ericson revenue, I don't know if we can reveal that or
not.

Senapaty: We have said that there is a commitment of revenue which lasts for
next two years, but we have not articulated a specific number.

Male Speaker: It is pretty much in line with expectations. What we expected, we
pretty much got. So, I am sorry, I can't give you customer specific revenues.

Female Speaker: Sarita from Dataquest. Mike please.

Sarita: Can you hear me?

<PAGE>

Male Speaker: Yeah, I can hear you fine.

Sarita: Could you tell us about the reduction in offshore rates...

Vivek: If you look at quarter-on-quarter basis, because here we have the
accumulation over the last four quarters. So, if you look at quarter-on-quarter
basis, what we had was mere a 2% reduction in the offshore rates. So, if you tie
that back to what I said last time when we talked about the fact that prices are
going to be stabilizing, and I had also added on a very important factor which
is, it is too early to call victory, and I think that that is exactly what is
happening out there. It is just too early to call victory because existing
customers are coming back to you and saying, not in the context of, you know,
holding a gun to your head, and you know, you got to give me a lower prices as
much as saying, I want to do much more and you need to enable me to go to my
management and able to demonstrate I can get a lower price and higher volume.
So, I think that relative to what we talked about last time, it is reasonably
consistent in the sense that we saw pricing pressure and we saw it slide
quarter-on-quarter by 2%. If you look at on the sales and marketing side, we did
continue to invest in adding field headcount. So, if you look at last quarter,
we had 133 sales people that went up to 140 for the quarter.

Sarita: Annual?

Vivek: On annual basis, went up from about 99 to 140.

Moderator: May I request all of you to switch off your mobiles please? The next
question.

Senapaty: Let me just take this opportunity to answer that EPS question, which
said that for the financial year 2002-2003, the EPS is Rs. 38.83 from continuing
operation, up from 38.65 last year and the diluted would be 38.75 up from 38.59
last year.

Vivek: Yeah, that is the point that we are mentioning is that, if you have seen
compared to the earlier years and this particular year, we have seen in terms of
squeezing the margin because a) there has been a price reduction that has taken
place, realization drop b) you have seen rupee having appreciated and c) you
have seen that we have been investing more in SG&A, which will help us build
more business, which will help us transform our business from a so called ADM
practice to a much more value added practice whether it is a total outsourcing
infrastructure services, enterprise application consulting and so on and so
forth, and the fourth factor is this acquisitions that we are engaged in, and
the fifth is the amount of trouble that our sales team is doing in giving this
kind of front end that has been created. The consultants that we are using
because we are getting into some more larger deals whether it is a total
outsourcing and so on and so forth and we have seen some of that having happened
in terms of large

<PAGE>

customers with large potential are coming into India for sourcing more and more.
So, a combination of all these factors has resulted into a margin squeeze and
that has reflected, though there has been a top line increase, fairly decent, it
has not reflected in terms of the business from continuing operation because I
said margin pressure as well as these three factors that also I talked about.

Male Participant: Can you just quantify that, how much is the impact and how
much has it eaten into your bottom line.

Female Speaker: Sudhir has a supplementary question.

Senapaty: Yeah.

Male Participant: Although there was appreciation in the last quarter because of
depreciation in the earlier part of the year the weighted average value of the
rupee in fact through the year has declined. So, what is the situation, how...

Senapaty: Right, so if you see from the whole financial year the decline is
about 1.2%.

Male Participant: Rupee depreciated by 1.2% in the whole year?

Senapaty: Right. No, the impact of the rupee appreciation on the margin has been
about 1.1% if you look at the whole year and about almost a similar, little
lower than that in the last quarter. Basically, you had got the appreciation
benefit in the first few quarters, but the last two quarters has been rupee
appreciating at a steeper rate and therefore overall what we have got impact on
the operating profit in the last quarter that is the fourth quarter is almost
equal for the whole financial year.

Vivek: Rupee appreciated but if you look at four quarters average, the first two
quarters there was a rupee depreciation and the second two quarters there is a
rupee appreciation, a combination of this.

Male Participant: You haven't mentioned the sales and marketing expenses
figures, or did I miss it when you mentioned that.

Vivek: I had given the overall BDM numbers the sales people number, but if you
would like to know the sale and marketing expense...

Male Participant: Not the number of people but the expenses...

Senapaty: If you look at the swing in a sales and marketing set, SG&A, on last
year to this year it is about 3%.

Male Speaker: But a piece of that is related to the acquisition.

<PAGE>

Male Speaker: Acquisition also.

Female Speaker: We have a question from Express Computer.

Male Participant: Do you have targets for number of acquisitions and what is
your expenses on the sales and marketing for the acquisitions?

Senapaty: You know, when you talk about acquisition, like we have stated always
so far as our vision is concerned, while we are concentrating on organic growth
we will continue to progress on the inorganic growth. Vivek mentioned about the
three acquisitions that we did and the kind of success we have achieved. We have
seen what has happened in Wipro Spectramind, seen what traction we are getting
in our Energy Practice that we acquired last quarter and so is Ericson. So, we
will continue and with our endeavor to look at more and more opportunities in
various verticals, which has strong potential to grow, and therefore it will
continue to be. It is not possible for us to specifically say how many, what is
the size and so on because there are multiple opportunities you continuously
work on, and as and when we come to some closure, we will definitely come and
communicate to you. But let me tell you when you do an acquisition economic
viability, you get into discounted cash flows, you get into earnings accretive
dilution etc., etc., So, on a long term the DCF models work well, in the short
term it tends to hit you because of a) some of the bonuses that you are required
to pay to start with. Some of the acquisition expenses that is required or some
of the intangibles that hit in. So, therefore the first few quarters it hits
you. b) If the acquisitions are primarily of US companies or onsite companies
you get the operating profits like an onsite, right? So, it takes few quarters
for you to get synergies in the offshore to be able to normalize in terms of
operating profit, so it tends to dilute that also. So, as and when you do
acquisition to start with a dilute and then hopefully in four to five quarters,
it gets into a little bit of normalcy, because you will get the benefit of the
synergy, you will no more have the hit of the acquisition-related costs, which
are typically one time but gets in to first four quarters.

Vivek: If I can just add to that. I think that we continue to feel that
acquisitions are something that we are pretty positive on, and the reason is
that we look at the success we have had so far in the acquisition integration.
You know, if you look at the acquisition we made of the AMS Energy and Utility
Practice, we closed the deal on December 31. Over the last 100 days or so, we
have not lost a single employee, we have not lost a single customer. Already in
six customers, we are now doing cross selling, in terms of selling our services
into their customers and their services into our customers. So, what we have
seen is a pretty solid start. If I look at the Wipro Spectramind acquisition a
year ago, and some of the matrix are pretty interesting, something like 5% of
the revenue at Wipro Spectramind comes from Wipro customers. Roughly 10% of the
customer base is Wipro customers. 75% of the order work, which is orders that
are

<PAGE>

booked but not billing yet are either Wipro customers or joint pursuits, and 70%
of the funnel of prospects are either Wipro customers or joint pursuits. So,
what we have seen is that we have really been successfully able to for both the
acquisitions that we made Spectramind as well as the AMS energy and utility
practice, we have been able to bring together a lot of that integration that can
provide that extra benefit that Mr. Senapati referred to.

Female Speaker: One second __________.

Male Participant: What is the total operating profit from Spectramind?

Senapaty: Spectra Mind for the quarter was 16.8 crores of profit before interest
and tax and for the financial year was about 39.5 crores, which means it is
about 4% of our total operating profits for the financial year and 6% of our
total operating profit for the fourth quarter.

Female Speaker: Madhavan.

Madhavan: Mr. Senapaty, just one small point, when you are looking at
acquisition and you are talking about so many intangibles and discounted cash
flows. Do you actually have visibility down the quarters for the behavior of
customers so that you can actually factor all these in?

Senapaty: Yeah, when you look at a target company, you look at what the customer
base is, you look at the kind of relationships, CXO relationships, when I say
CXO, it is like CIOs, CTOs, COs, and COOs kind of relationship they have, what
is the kind of order backlog they have, what kind of orders they have executed
and the kind of a CSAT, customer SAT that they have been generating and based on
that and in discussion with the target companies you come to a judgment as to
what is the current run rate and what kind of a run rate that will flow. Now
typically, there will not be, you know, for example the kind of acquisition that
we have talked about in the AMS, etc., they are in the consulting space. Now,
they have not done a selling of the kind of services that we offer. Now, based
on the relationship, based on their understanding, based on our understanding,
we put together a plan as to what is the kind of a synergy it could generate
because when we are getting new clientele, to them we will sell our services and
we have a client base to them we will sell their services. So, there are cross
selling that will happen and therefore the kind of synergies you get and the
profitability that can generate out of it. So, the combination of this, that
means you have to come out with a go-to-market strategy and work on that. So,
that is how we work out a flow and discount it at our threshold rates.

Female Participant: Vivek, a little bit more about the customer profile, we're
just looking at the million dollar clients, 1) what is your largest order post
the Lattice thing and 2) Are you seeing a lot more smaller orders from a lot
more customers than you were saying, basically has the size of your deals gone
down?

<PAGE>

Vivek: If you look at the customers greater than one million dollars we had 99
as of December 31, that became 112 as of March 31. So, we had addition of about
13 customers that crossed that million-dollar bar. Of that six were from the AMS
acquisition, so we went 7 on our own organically and 6 inorganically. If you
look at the kinds of deals that we are doing, system integration deals are not
out, we did close another system integration deal in the last quarter as well,
but no where near the size of a 186K. So, we do see those deals, but typically
most of the large customers are customers that come in and go through the
standard ramp up process of pilot, then the first project and multiple projects,
then multiple divisions within the client, etc. So, they are more on that steady
ramp phase. So, reason why system integration deals have come down both in terms
of size and number is fundamentally because they are discretionary spending. You
know, somebody is making a decision to buy a new piece of equipment, which is
unusual in today's environment. So, the sweet spot for us, going back to the
discussion we had on pricing as well, continues to be how do we take an existing
spend pattern and having moved to Wipro so we can deliver cost reduction to the
customer.

Female participant: Are you looking at any large deals?

Vivek: Well, large deals in the sense that there are many of these customers
that can become very large customers but they won't do it in one step.

Female Speaker: May I request Business Times?

Male Participant: Yeah, Mr. Senapaty, keeping in mind the sluggish economic
scenario, would you say that going forward perhaps in the near term your
operating margins would improve?

Senapaty: Well, like you have seen various factors that influences on operating
margins, we have a factor called rupee, which perhaps will continue to hurt us
in the next few quarters. There is definitely softness in terms of the pricing
parameter. It may not be as aggressive as it used be but there is indication of
that. There is scope for us on the utilization front. On the acquisition front
as you know that it has already hurt us, and some of that will still be there in
some form. So, in the short term, yes, there will be softness but the moment we
are able to build on the synergies and you see the economy picking up and rupee
stabilizing, hopefully, we will be able to a sort of go back.

Male Participant: Do you have a timeline for that, for the economy to reverse?

Senapaty: Not possible to predict.

Male Participant: What is your planned capital expenditure for the current year?

<PAGE>

Vivek: Well, we have not articulated any capital expenditure plans like you see
we are constantly on a process of just-in-time methodology and therefore we do
definitely a sort of grab the land whenever required for our growth purposes and
then we get into creating the shell, and depending upon as and when we ramp up
with the people, we are able to stuff that to be able to be operational and
therefore we really do not come out with large capital layouts, which has to be
planed and talked about.

Female Speaker: Arun from Economic Times.

Arun: Regarding the acquisition of Gluco-Vita, revenues when would it start
accruing to you, and second thing is Wipro GE seems to be a drag on your bottom
line, so are you looking at the possibility of maybe offloading the stake and
divesting yourself totally out of it?

Senapaty: Yeah, let me answer the second one first before I hand it over to
Vineet to address the Gluco-Vita issue. Wipro GE traditionally as you have seen
has consistently been profitable for the past several years and this is a joint
venture more than 10 years old with us. Last year has been a very, you know, a
year where you had a lot of duty rates going up, a lot of competition given the
growth rates, which were fairly subdued, we continued to increase our market
share and we had the transition vis-a-vis some of the accounting packages that
we dealt with there and therefore we had a huge loss, and we firmly believe that
it is not a loss to be repeated year after year after year, and consequently
this is a year where we had this particular loss. And, also you have seen in the
new budget, the amount of initiative that has been given in the financial budget
in terms of bringing down the duty rates, the way the healthcare sector is being
looked at exactly in line with the IT sector, we see significant market
expansion in that. There has been a new product introduction that has taken
place, not much of revenue had got done but now onwards you will see more of
that and there are profitable product introduction that has happened. Now, given
the situation, the duty rate reduction through the budget, new product
introduction is much more disciplined in terms of our pricing structure and
selling mechanism and operating efficiencies. We see that the current financial
year will exit with good profitability trend and very soon we are working with
our joint venture partner to bring back to historical growth rates. The other
question of Gluco-Vita, I will request Vineet Agarwal to answer that.

Vineet Agarwal: Okay, on Gluco-Vita, the reason we acquired Gluco-Vita was it
fits in extremely well with our focus state strategy in terms of their strong
states versus our distribution leverages in those states, for example, Kerala
has been a very strong state for them. It is a strong state for us also. So,
that has been a critical motivation for us to look at Gluco-Vita. In terms of
really acquiring it in terms of getting revenues, we would move in by the end of
this month, but in terms of getting the full leverage would be probably by about
mid of next month that we should be able to get revenues from Gluco-Vita.
However, let me add

<PAGE>

that Gluco-Vita is a very strong or any glucose powder is a very strong summer
product, so to that extent the trade pipelining really starts in end of February
and it sort of wanes by end of May. So, for this season we will not get too much
of advantage in this season but in the coming season we should be able to get a
lot of advantage.

Male Participant: Will HLL continue to produce for you?

Vineet: we have only taken the brand, Hindustan Lever will continue to produce
for us and we can look at possibilities of other people producing for us but as
of now they will continue to produce for us.

Male Participant: What is the cost?

Vineet: We have not talked about the cost but broadly it is about one time the
current sales.

Male Participant: How much market share does it enjoy?

Vineet: Yeah, in terms of, we are not talking about the sales figures, but in
terms of market share it is about 40% market share brand in Nepal. It is about
8% to 9% market share in Kerala. It is about a fairly strong market share also
in Tamil Nadu and parts of AP.

Male Participant: Overall India.

Vineet: Overall India market share would be approximately about 5%.

Senapaty: Actually this brand was with Corn Products till about 1999 and it got
acquired when Corn Products changed to International Best Foods and later on to
Hindustan Lever. It got acquired by Hindustan Lever in 2000-2001. It has not got
the focus, which it had earlier when it was with Corn Products. So to that
extent, it has, should I say, declined in the last two years and we hope to get
it back.

Female Speaker: Sudeep from Business Standards.

Male Participant: Can I address this question to Mr. Premji. The stock market
has been in turmoil over the last week, going by your margins and that of your
competition, and what do you think of the statement that has been repeatedly
made that the profitability of large software companies is now no different from
that of a large part of the brick and mortar economy?

Azim Premji: Well, actually it is not correct, because even if you see the
profits of the large software companies in the last quarter, they are
significantly ahead of the bricks and mortars companies, and generally profits
of software companies

<PAGE>

whether be in terms of return on capital employed return, on net worth, or for
that matter return on sales, are ahead of the brick and mortars company. I think
the software industry is going through some amount of correction and part of the
market reaction has been that there have been over expectations from the market,
and the market is just correcting to a revised set of variables which are
getting reflected in the results, but fundamentally the future is very strong.
The cost equation, which India has to offer, is increasingly being realized as
Vivek pointed out, the volume growth rates, which we have had in the past 12
months are, the volume growth rate, I am not talking about absolute levels of
volumes, have been at an all time high. The growth rates we have had have been
the highest, and the part of the correction has already taken place and
companies which invested in broad product line like we do, companies, which
invest in very integrated selling meeting all the requirements of a customer,
which we are building strong capacities for, and companies which bring
investments in sales and marketing through organic routes as well as through
acquisition routes and use that investment to go up the value chain or do higher
end consultancy work and execution of that work will be able to meet the demands
of price reductions far more successfully than companies which don't invest in
that. What you must appreciate about Wipro is we are in a strong investment
phase and the benefits of that investment phase will be seen in terms of growth
rates, in terms of the kind of business which we do, and the kind of
differentiations which you will create in the market place. And, most
importantly, we have successfully demonstrated that we can integrate a diverse
group of cultures into our company, make them positive about working for our
company, and make them give very synergistic results. It is a very important
point, which we have established, which is not easy in the service industry and
it is not easy in terms of different cultures between Americans, Europeans and
Indians.

Male Participants: A question here for Mr. Paul. Can you give some outlook for
your clients, I mean, where exactly Wipro has got volume growth, where is the
business coming from, is it from telecom clients or enterprise. And, another
question is, earlier to last three years we see profit growth and sales growth
to be almost equal or one percentage, that gap is increasing a lot, and is it
fair to say that profit growth is really slowing down.

Vivek: Well, let me take your second question first. I think that what we saw
was, you know, if you dial the clock back two years, we saw profits growing much
faster than sales. We were in a mode at that time where you could drive pricing
much better, you were beginning to get all the productivity benefits. So, for a
while we had the profits growing faster than sales. Then, over the last year, we
kind of had the, you know, profits and the sales going at the same pace, and
right now we are seeing a situation where sales are growing faster then profits.
So, I think in a sense you are seeing on the profitability line or on the margin
line, some level of sort of maturity coming in. What is really different about
this business is that that does not mean that there is maturity on the revenue
line coming in and that was the point that I was making earlier on the volume
and on

<PAGE>

the overall sales line and also on the outlook. What we are seeing is that
ultimately over the last three years, its really interesting, you know, again if
you go back two years, you know, our stock price was Rs. 10,000, you know, we
are three times bigger than then, than we were at that time. We are in a much
better position and have a track record of being able to become a global player,
and yet our stock price is now under 1000. So, I think that what ends up
happening is people tend to extrapolate wildly in both directions. So, you know,
I am no expert on stock markets, I don't want to say they are right or wrong or
whatever, but I think that, you know, it is really is you tend to get these
extremes. But, coming back to the first part of your question, which is if you
look at on the telecom business, the telecom business on a quarter-on-quarter
basis if you look at grew 7%. So I think that you saw a pretty nice overall
growth, and if I compare that we had 13% sequential growth before that, 8%
before that. So we had three straight quarters of sequential growth and we had
five straight quarters of negative sequential growth prior to that. So, what we
saw was that the telecom sector suddenly flattened and then for five quarters it
kept headed down, and now for the last three quarters it is headed up. So I
think that what we are seeing is you know a decent recovery on the telecom side
in terms of customer saying I now know what my road map is, I know I want enjoy
the benefits of India outsourcing, let me go more to the companies that have
continued to demonstrate that they stay committed to the technology space, stay
committed to telecom.

Female Speaker: One second, Anshuman.

Male Participant: About the treatment of IT professionals in another country, do
you have any suggestions on that?

Vivek: I am sorry.

Male Participant: The treatment there in other countries for the IT
professionals. Do you have any suggestions on that?

Male Speaker: Why don't you finish your question then we will come back to
yours.

Vivek: I see, I mean, if you just look at the numbers that I mentioned earlier
that R&D services went from 58% of our revenue to 36%. So, clearly it was in the
IT side. To answer your question about, you know, we have been fortunate and
disciplined to not to have to face that situation. Fortunate in the sense that
sometimes these things happen in way that is completely unpredictable, but
discipline in a way that sometimes you can make sure that you take that extra
effort to ensure complete compliance with visa regulations where, you know,
paying attention to every time when official tells you look I don't think this
is right, and the third is, staying as far away from that line as you possibly
can not trying to be aggressive, particularly as it relates to compliance
issues. So, I think that so far we have been fortunate enough to not have, you
know, any investigations,

<PAGE>

any second questioning, any one of our people come into any trouble because of
the fact that we even went close to the line. But, that is something that we
have to do every single day and certainly the environment out there is very very
sensitive right now.

Male Participant: Will our Government's view of these things bring about any
change in this behavior?

Vivek: Well, you know, ultimately you are serving other governments, so you
know, the fact that the Indian government has a view while I am sure the other
government will take it into account, may not necessarily change their behavior.

Male Participant: Will pricing pressures further erode your operating margins?

Vivek: No, it is exactly what I said. The customers are demanding better
pricing, the companies which are able to rise to the occasion by mix changes, by
changing the composition of the offerings, and by driving more productivity and
more efficiency in terms of the way software is delivered, will be able to
compensate for this price pressures and still maintain operating margins.

Male Participant: Your comments on the reaction of the stock market over the
past few days.

Vivek: You know, I suppose, you must accept the fact that in a situation where
people have built certain models on certain assumptions and those assumptions
prove wrong for whatever reason, they begin to overreact in terms of the model
with which they have built. You have seen what has happened with the Infosys
stocks and we have seen that Infosys stocks have started to revive over the past
three days, so the correction has already started.

Female Speaker: Sarita from Dataquest.

Sarita: You had mentioned I think last quarter or quarter before that, there is
certain H1B issue. There is a sensitivity regarding corporate employees moving
onsite rather than working offshore. How do you see this issue going over the
next few quarters? Does the proposed H1B visa cap bother you, do you see that
significantly affecting you and are you doing something about it. There is no
breakup of offshore/onsite revenue here so, you know, some understanding on that
would help because typically we see in companies like Infosys and TCS, a lot of
thought about moving over offshore, but that has not been happening in the last
year and year and half. No work has actually got done onsite.

Vivek: So, let me take each one of these questions one by one. I think first in
terms of the outlook on H1Bvisa cap. I think that that is something that is
still open, it won't get decided till September. So, I think, we are all in a
wait and see

<PAGE>

mode. There continues to be, how should I say, an appetite on the part of
customers wanting H1Bs and they are powerful lobbyers. On the other hand, we are
seeing the United States becoming much more nationalistic if you will than it
ever has in the past. So, it is certainly anybody's call right now. But, we
continue to feel that if you looked at it from purely the customer's
perspective, they need those H1Bs as much as we do, and as a result we think
that collectively between the Indian companies and actually more importantly
between the US companies are lobbying, I think that that should be something
that works out okay. If we were to look at the onsite/offshore ratios of Wipro,
I am just searching for that here in my numbers, but basically what we had was,
we had a slight increase on the onsite ratio this quarter because of the AMS
acquisition, so otherwise fundamentally it has been a flattish.

Anita: Over the year, what is the revenues onsite?

Vivek: On yearly basis, you know, that number does not move much, you know, you
can't read too much into revenues, you know, one or two points this way and that
way, I would say that for as long as I can remember, our onsite ratio has stayed
between 48% and 55%, you know, and it swings back and forth in that and that's
purely a matter not of strategy, not of direction, not of trend, just a matter
of the mix of projects being executed at any given point.

Female Speaker: Abhijit from Hindu Business line.

Abhijit: Mr. Roy, a question for you. Could you just share the pricing
environment in which you are operating, your pipeline visibility?

Raman Roy: Pricing continues to be under pressure both from our existing
customers and what we have seen for the new customers that are coming in. In
terms of pipeline, we see a very robust pipeline. There is a huge amount of
interest for BPO from the customers, and that, you know, the pressure on pricing
and the amount of traction that we are seeing and the interest that we are
seeing are perhaps paradoxical because there is enough business sitting there to
satisfy the appetite of India as a country, and therefore in that environment
typically you should not be seeing that kind of pricing pressure. So, that is a
little paradoxical. We see a lot of companies coming in with prices that at
least we believe are commercially not viable and does not make business sense,
at least for us to do business at those pricing. So, it is a huge robust
pipeline, there is a huge amount of interest, there is huge amount of traction.
Your other question was to do in terms of conversion of pilots, etc., that is a
place where I think Wipro Spectramind has a huge advantage, because why does a
customer do a pilot, a customer does the pilot to test out some of those things,
and given that, you know, we are now over 5000 people spread across five
locations, we are able to demonstrate most of the things that the customer is
looking to validate with something that is already in production. So, the proof
of concept timeframes for what we do for our customers are fairly short if any.

<PAGE>

Female Speaker: I am sorry, this is the last question, and after that we will
have to take off line.

Male Participant: Is it just vanilla call center work or is it high-value
processing?

Raman Roy: See, high or low are very relative terms. We are sitting here very
low but if you compare to, you know, some other ground levels this will be high
compared to that level, but what we are seeing is we are seeing that we are
doing more value addition work for our customers, particularly for our matured
customers and that is what is giving us a huge amount of penetration into our
customers.

Male Speaker: Before we close I will request Mr. Suresh Vaswani to give a little
bit on the scenario in Wipro Infotech and the outlook.

Suresh Vaswani: Okay, I will sort of cap off the day. You know, in Wipro
Infotech, we have stabilized our products and services business and we have got
good performance on the product side and the services side. The products and
services business combined, which is our traditional business, has grown 14%,
and we have shown a profit increase of 10% approximately. The key thing about
the Infotech is the investments which we are making in the new businesses, which
is the consulting business. It has done extremely well. We have built up a
reasonable scale in the software business to grow it in future, the 01 market's
business, these are basis, and the Asia Pacific and the Middle East business.
So, from Wipro Infotech perspective it's good news on the products and services
side, and its investment mode on the new businesses and we are seeing that these
new business will be a major carrier for growth in future.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>f89435exv99w4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.04

                                      WIPRO
                                  EARNINGS CALL
                                 APRIL 17, 2003

MODERATOR: Good morning ladies and gentleman. I am Prathiba the moderator for
this conference. Welcome to Wipro's Earnings Call. For the duration of the
presentation, all participants' lines will be in the listen-only mode. I will be
standing by for the question and answer session. I would now like to hand over
to the Wipro Management. Thank you and over to Wipro.

LAKSHMINARAYANA: Thank you Prathiba. Ladies and gentleman, a very good morning
to you in America and a good day to you in all other parts of the world. My name
is Lakshminarayana and I am based at Bangalore. Along with Shankar in Bangalore
and Sridhar in Mountain View, we handle the investor interface for Wipro. We
thank you for your interest in Wipro. It is with a pleasure and I welcome you to
Wipro's teleconference post hour results for the quarter and year ended March
31, 2003. We have with us Mr.Azim Premji, Chairman and Managing Director, Mr.
Suresh Senapathy, Chief Financial Officer, who will comment on the results of
Wipro for the quarter and year ended march 31, 2003. They are joined by Mr.
Vivek Paul, Vice Chairman, Mr. Suresh Vaswani, President Wipro Infotech, Mr.
Vineet Agarwal, President Wipro Consumer Care and Lighting, Mr. Raman Roy,
Chairman, Wipro Spectramind, and members of company's senior management who will
answer questions which you may have. This conference call will of course will be
archived and a transcript will be available on our website www.wipro.com. Before
Mr. Premji starts his address, let me draw your attention that during the call
we might make certain forward-looking statements within the meaning of the
Private Securities Litigation Reforms Act, 1995. These statements are based on
the management's current expectations and are associated with uncertainty and
risks, which would cause the actual results to differ materially from those
expected. These uncertainties and risk factors have been explained in detail in
our filings with the Securities and Exchange Commission of the USA. Wipro does
not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date of filing thereof. Ladies and gentleman
Mr. Azim Premji, Chairman and Managing Director, Wipro.

AZIM PREMJI: Good morning ladies and gentleman. The board of directors in the
meeting held this morning approved the accounts for the year ended March 31,
2003. Our results have been mailed to those registered with us and are also on
our website. Let me share with you some of our thoughts and how we see the
environment. Customers want to see value for the price they pay. You create
value for the customer by either increasing value or decreasing price. They want
higher value at a lower price. This is the trend which we saw begin in 2001, and
we believe this trend will only accelerate. Customer requirements need
attention. Our response is to offer our customers the wider service range and to
a larger

<PAGE>

group and number of customers. This will be achieved by a combination of organic
service line expansion and acquisitions. To address a large number of customers
we will increase our investment and sales and marketing and prudently evaluate
potential acquisitions. In calendar 2002, we completed three acquisitions.
Spectramind for service line expansion, Global Energy Practice of AMS
Incorporated for consultancies skill set and customer relationships, and R&D
labs of Ericcson. Our success in integrating these acquisitions has given us
confidence to pursue this strategy further. We evaluate candidates for
acquisitions on and ongoing basis. The first criteria we use for evaluating
acquisitions is whether such candidates fit strategically and culturally. If
these two criteria are met, we proceed to financial evaluation. Candidates must
meet financial targets. When it comes to acquisitions, we are conscious that
they will often be short-term pain of margin contraction due to the acquisition
related cost of integration bonus and amortization of intangibles. In our view,
the short-term pain is acceptable only because of long term gain we see in the
potential acquisitions which we do or contemplate. Looking ahead in the global
IT services business; we see rupee appreciation and pricing contributing to
margin pressure. On the other hand, we believe providing higher value add
services, moving business more offshore, increasing utilization, and managing
cost and productivity will mitigate these downsides.

Our consumer care in lighting business has generated positive cash flows for
decades with consistent margin. We have invested in building a retail
distribution network reaching out to over a million outlets. Our strategy in
this business is to realize the value of this distribution network by acquiring
brands. Our acquisition of Glucovita, a glucose based energy drink is part of
the strategy. We continue to evaluate other similar brands as potential
acquisitions as well. Our financial parameters for acquisitions in both
technology business and consumer care business are similar. I will now request
Suresh Senapathy, our CFO, to comment on the result before we start taking
questions.

SURESH SENAPATHY: A very good morning ladies and gentlemen. Mr. Premji shared
our thinking on the business environment. I'll touch upon a few aspects of
accounting significance. As Mr. Premji said we evaluate acquisitions from an
economic perspective. When we do this we will also consider the accounting
implication. The difference between the two is in the time horizon. When
evaluating an acquisition from an economic perspective, we believe the time
horizon is three to five years. The contrast when evaluating an acquisition from
an accounting perspective, we will need to break the cost associated with an
acquisition down into quarters. One major difference in evaluating potential
acquisition from an economic perspective versus an accounting perspective
results from the accounting treatment for integration bonus in both India and US
GAAP and in US GAAP amortization of intangible. While from an economic
perspective both these are considered as purchase consideration as they are
settled at the time of acquisition, the accounting statement these amounts are
considered as debits into the P&L for a period ranging from 4 to 8 quarters.
This

<PAGE>

is a factor that we are conscious of when looking at financial result. On brand
acquisition, the consideration paid will be amortized over the life of the
product, life of the products will be determined with regard to its resilience.
During the year 2002-2003, Wipro GE Medical System, a joint venture in which we
hold a 49% equity stake reported a loss of Rs. 371 million. As highlighted
previously, the medical equipment market continues to be under volume and
pricing pressure, but we are working with our joint venture partner to adapt our
organization and market approach and bring our JV back to its historical
profitability. We believe that this venture will exit fiscal 2003-2004 on a
profitable trend. We will be glad to take questions from here.

LAKSHMINARAYANA: Yeah Prathiba, can we have the questions?

MODERATOR: Sure sir. We will now begin the Q&A interactive session. Participants
who wish to ask questions please press *1 on your touchtone enabled telephone
keypad. On pressing *1, participants will get a chance to present their
questions on a first in line basis. To ask a question, please press *1 now.
First in line we have Mr. Chetan Shah from Quantum Securities.

CHETAN SHAH: Hello sir. Basically you had given that energy and utility practice
of AMS has shown some kind of loss. If you can throw some light what you are
doing to turn it profitable and similarly what is the status that if we can give
some idea on the Ericcson deal?

VIVEK: If you look at the AMS deal the reason why it was in a loss was two
reasons. One is that we had a high subcontract element in it and the second was
there was one time acquisitions retention related charges that we had. So from
our perspective the retention related charges are only a matter of timing so
essentially they will go away after this quarter and as far as the high uses of
subcontract that depress the gross margins that is just really a matter of
managing the business from the perspective of being able to now put much more
from the Wipro side into whatever extra needs they have.

CHETAN SHAH: Okay. And similarly if you can I mean give some kind of assertive
on the Ericcson deal?

VIVEK: Sure. One of the things that I would like to add on the AMS deal is that
the integration has generally been quite successful. We have lost no employees,
we have lost no customers through the transition, and already in six accounts we
have got cross sales opportunities working at pricing better than our average.
So, I think so far it has been working up to our norms. In terms of the Ericcson
deal, I cant give you any specifics which relates to a single customer, but all
I can say is that it went through as planned. We had no employee loss and that
the revenue that came in came in more or less in line with what we were
expected.

<PAGE>

SURESH: Just to supplement on the utilities deal that Vivek talked about there
is some amount of money which was to be completed on the 100 day basis which got
charged off. There will be some more retention money that will flow into future
quarters. It has not completed this year, like lumpy quarters. For example there
was a 100-day bonus, a one year and two year bonus. So we accrued the first 90
days already.

CHETAN SHAH: Okay. And if you can just comment on the general industry structure
right now basically most of the international IT services company also having
offshore business and aggressively looking at that. So what will be the
long-term competitive advantage for a company like Wipro?

VIVEK: I think that if you look at where we are right now, what are we seeing
from the global competition setting up centers in India, I think so far they
have had limited success, that doesn't mean they wont have success, but where we
are seeing them in the market place is really in very large customers where they
are trying to offer a bulk piece with very low prices. We haven't seen them in
all our customers, we haven't seen them in most of the deals which are if you
will new customers that are looking at going offshore, new customers who are
looking to going offshore want to go to somebody who they have know have done
this before. So I think that we will continue to face a situation where the IT
services market of the future is not going to be separated into two camps, a
global IT service company based in the US and an Indian IT service company.
There will be one company, I mean there will be all companies of a single
nature, global, and that is why it is so important for us to grow through
whether organic or inorganic means having the capability to be able to match up
against them on every front. So I think that from our perspective we see that as
a certainty almost in terms of which way the market will move in the future. We
continue to believe that we have an opportunity right now like we have never had
before to be one of the top 10 global IT players that will be the strong
survivors. So I think that yes everything you say is right. That is the trend
that we are moving in, but our strength are still very deeply rooted in the fact
that we deliver with high quality and that we have understood this global
delivery model better than anybody else has.

CHETAN: Okay Sir. Thank you and good luck Sir.

MODERATOR: Thank you very much Sir. Next in line we have Mr. Rahul Dhruv from
SSB.

RAHUL: Hi. Good afternoon. I was basically going back to the guidance that you
have given of around 3% sequential growth in top line. You know we are
effectively seeing a reduction in the overall growth rate on a sequential basis.
The last quarter if you remove the acquisitions that we have seen just 3% growth
and again going forward you are guiding at 3%. Volume growth has actually come
down from the double digit growth I mean to down to around 6% and

<PAGE>

probably we are looking at much lower again going forward. Are you looking at
this is an industry trend where we are going back to very low growth rates?

VIVEK: What we are seeing Rahul is that in the last quarter just to make up the
numbers right we had a sequential growth of 9.3% including the acquisitions,
9.1% and 6.3% excluding the acquisitions. The volume 3% but 6% on a revenue
basis, but coming back to the question about the guidance, we are in a kind of
unusual position right now where if we take a long term view we feel nothing but
growing certainty in terms of the fact that our prospects look good. Our
customers are talking to us about really rapidly expanding the engagements we
have. More and more customers are coming in the door. We are looking at more and
more service expansion etc. So if you look at it from that perspective
everything looks good. If you look at it in the immediate term, if you look at
it in the short term, what's happening is that there is a lot of uncertainty as
to what speed customers will ramp at. I think that customers themselves as they
are struggling with what they see as a fairly tepid to uncertain economy, they
are not sure whether this project will transfer this month, next month, etc. And
as you know our business has zero shelf life, opportunity unfilled is lost
forever. So as a result given the uncertainty on the ramp ups we cannot also
therefore give any significant upsides on the immediate guidance. As I said last
quarter the guidance that we had we beat well and in fact if you look at the
total utilization, we started the quarter at 63% we ended it at almost 70%. So
from the quarter end to quarter beginning it was pretty much on plan because we
had some questions last time about would we able to use the 1300 people we
hired, but if we look at the timing, the timing was better than what we had
given guidance for, but worse than what we were internally hoping to get. So I
think that it is that uncertainty that continues to plague you in terms of
exactly what will happen in the coming 12 weeks.

RAHUL: So that means you are basically factoring in only revenues which you can
see right now in front of you and not factoring in any of the ramp ups which may
possibly happen?

VIVEK: Yeah I think Rahul from our perspective I don't want to in any case
signal or try and say that our guidance is not exactly what it is which is you
know our realistic best catch. We did this last quarter as well. We beat it, but
at the time that we gave it, it was our best estimate of what we though we could
get taking all the push and pull.

RAHUL: Okay and the second part is that has there been a price reduction
effectively factored into that number?

VIVEK: Yes it has. That number is effective of everything.

RAHUL: Okay that's exactly my second question. On pricing, you know we have seen
some reduction this quarter and we are talking of renegotiations. What is

<PAGE>

the exact form of the renegotiation, is it an across the board cut in your rates
or is it client specific. Can you give us some color on that.

VIVEK: Sure. First of all the good or bad part depends very well which we look
at it is that the rate reductions are not changing the competitive dynamics
because if we look at the last year's revenue profile, 8% of our revenue came
from new business. So the cost reduction was in to win new business as much as
cost reduction was an existing accounts so that is something that we have been
saying for a little while now. What's happening is that if you look at the
flavor of existing account price reductions, they come in two natures, one is
that you know you have a customer whose says okay guys, now in a sense I can
find four companies that I think can do this offshore work for me. So if you
don't lower your price I am going to go to alternative b and so I just need a
flat price reduction, and the second is customers coming back and saying look
India is now strategic, we want to do much more, we would like to be able to get
a price reduction as an encouragement for us to go for a much higher volume
increase. I would say 90% of the price reductions we have talked to customers
about have been in the second category which is customers talking to us about
price decrease in relationship to a volume increase. Now, where there is carrot
there is also a little bit of stick, so we never forget that they also have
other alternatives, you know if we decide not to go and in some sense you have
an encumbrance disadvantage which is that, you know for us its existing revenue
but somebody else's incremental revenue. So I think that that's what dynamic
that's going out there with the existing customers.

RAHUL: Right and that effectively means that we are in an environment where say
your peers did it, you did it and everybody else start doing it and we will
effectively have a long term reduction in billing rate going forward, I mean
that means you are not really....

VIVEK: Actually Rahul let me phrase it another way, which is to say what would
it take for us to actually turn the cycle around. What would it take for us to
get the billing rates up again. And to me first and foremost the biggest impact
on billing rates is mix. You know we are seeing increasingly more application
management with an application development work. We talked about this last
quarter as well and a couple of quarters before, and when you have application
management work it is cost reduction lead, it is more vanilla, customers say I
have more choices, and in a sense there is no time to market kind of counter
that you can use to get better pricing. So I think the first and foremost thing
that we can do to improve pricing is to see more application-billed business.
But that's most difficult to call because I personally think it is linked to
some sort of an economic revival, because application-billed business is
primarily discretionary and when its discretionary it means that people can make
the choice to go forward with that or not. So, I think that that's one element.
The second element is being able to use the acquisitions we have made or to be
able to get better price points by, for example, under the utility division we
talked about being able

<PAGE>

to scale that up more than we have so far, although we are already 100 days in,
and be able to get pricing more closer to their pricing than our pricing. So far
early returns are success, but not on the volume yet to be able to move the
meter. The third is that we continue to see these volume increases coming up in
the nature that we talked about and once they come in, in a sense the customer
stated we have got higher entry-exit barrier etc, etc, we are now able to inch
it up slowly. To me that's a longer trend play. But I would say that as we have
said in the past that ultimately right now it is our objective to manage that
price volume game. If you dial the clock back a year, many of the called
questions we had was is Wipro sacrificing volume for price. In a year later, it
is almost 180 degrees. I mean what I would like to think is we have to manage
that balance.

RAHUL: Yeah. Sure. Just added one small last question on Wipro GE. In the
beginning of the last year when they first made a loss we said that you know by
the end of the year we will pretty turn around and start making profits. We have
again gone into deeper looses and nearly wiped out around 4% of the profits for
the full year. Any different plan form just trying to turn it around, I mean
this has become a very big drag on the profitability.

SURESH: Yeah I know like we said there are many corrective measures that have
been put in place. We have seen the new budget 2003, which has given a lot of
incentives to the health care sector, health care insurance has also been on
gaining grounds. You are seeing that the duty rates have come down. In fact that
has been the reverse of that which had happened in 2001 and 2002, that hurt
Wipro GE in a big way, and when the VAT gets introduced you will see some kind
of softening of even in the sales tax rates. So while that is happening there
has been a product introduction that has taken place, which has very good margin
and has export potential as well as domestically. Now given the situation, given
the kind of control, revised control that the company has introduced in terms of
execution delay etc, we think that 2003-2004 will exit with very good
profitability trend and we will soon get back to the historical profitability.

RAHUL: So you will exit the year with a profit, but could be having a loss for
the full year.

SURESH: But we are saying that it will end definitely in a very good profitable
and we are hopeful that we will make profits for the year.

RAHUL: Thank you very much.

MODERATOR: Thank you very much Sir. The next question comes from Mr. Dange of
CLSA.

DANGE: What I wanted to understand was first if you could give us the breakdown
of verticals for the fourth quarter and I wanted to understand that financial
services has still not picked up. Any specific reason because of the

<PAGE>

rounding off the errors I get a decline in growths in financial service. Is that
correct?

NARAYAN: Our vertical breakup for the fourth quarter, telecom equipment
manufacturer is 16%, embedded system is 15%, Telecom service provider with 5%,
Financial services is 14%, Retail is 10%, Utilities 17%, Manufacturing 10%,
Corporate 6%, and EAS is 7%.

DANGE: Is there a decline in financial services because according to this it
does seem like.....

VIVEK: Yeah it is I think -1% or something, it is a small decline.

NARAYAN: That is primarily reflected by the exchange rate. We are flat in terms
of the dollar win.

DANGE: Okay. What is the strategy here because financial service is the highest
spender on the IT. So what is the strategy here and where is Wipro missing out
here?

VIVEK: Yeah I think that you know this quarter in financial services was purely
disappointing, but if you looked at in aggregate in terms of the customer wins
we have had many strategic wins. We talked about Lehman and that continues to
ramp unfortunately not as fast as we would like to see it. We talked about the
ramp cycle time uncertainties before. We have also got big wins in I am not sure
which of the customers I can name, but there have been four major strategic wins
in the last quarter in terms of customers wanting to either ramp up dramatically
or new customers that are wanting to come in and take a look at it. We have had
wins. This quarter we announced two new wins, one was the European Stock
Exchange, and another was the Japanese Bank. In terms of the strategic wins we
had Lehman, we announced that earlier which was State Street. I think we also
had Key Bank, which was a total outsourcing deal that is expected to go pretty
big, and then we had Marsh, which was another customer that came back and said
that they had very significant volume needs. So, I think that what you have is
you have several strategic customers, but you know ultimately all of us would
like to see that manifest itself in the billed man months.

DANGE: Okay. Second question is on basically loss of some of the key people
including Steve Zucker. I mean what has been the primary reason why some of the
people I mean this is not specific to Wipro, but in general to the Indian
software companies, we have not been able to retain some of these high profile
people. What have been your experiences?

VIVEK: You know quite simply what they see is that it is a low return on
investment job as one of them put it because they are unused to the fact that
the work schedule in this business is so punishing, you know, I mean in a global

<PAGE>

delivery model you start with early morning calls and you end with late nigh
calls and it is very difficult for somebody particularly somebody who has become
very senior in the organization to get used to the pace at which we work. So as
a result from their perspective they feel that there is not enough ROI in the
job and I think that's a big issue, because you know you add on top of that the
frugality that Indian companies have so they do not feel like to have all those
sort of necessary perks with office and you know we run very lean. I mean if you
look at our G&A head count or cost, we do run very lean, so as a result neither
do they have you know all the support structures they would like to have in
terms of multiple layers. So I think that those are some of the things that
contribute to us not being able to retain them. The way that we would like to
finesse this is that perhaps part of the problem is that we need to change as
much and we are not going to change for one person. So may be as we did more of
these acquisitions they would be some change that we would bring. But also some
change we would expect from them as well.

SURESH: But the good news is that the big five companies which are trying to
transform themselves to a global delivery model will also have to be face these
challenges which they have never faced before, in terms of what extra demands
and requirements the global delivery model puts on them.

DANGE: Okay. My last question is on the recent client visits. I mean have they
been impacted in March and over the last 15 days in terms of one client visit
and secondly taking the final sign off because more and more people have started
talking about US recession again. So what have been your experiences over the
last say a month to month and half?

VIVEK: If I look at since March 15 to the Friday last week we had 40 customers
or prospects that were scheduled to visit us. Of those 40, 18 canceled as a
result of either the war or SARS. So as a result we had slightly less than half
canceled which meant we have slightly more than half continue to visit. So,
depends now whether you look at the glass is half full or half empty, right. But
I think that as a result what we have seen is that clearly it can hinder but it
doesn't stop you and frankly since sales cycles are so long to the extent that
the war itself has turned out to be pretty sure, do you expect that there should
no lingering impact. So I think that from that prospective we feel you know,
frankly whether it is a Iraq war or SARS as it stands today, there is no impact,
should SARS become a pandemic of course you know the world changes for all of us
quite substantially. On the other side if you look at the closure rates or
customers willing to sign, we have had customer sign right through, right
through the quarter. We talked about 44 customer additions, 16 were inorganic
through the AMS acquisition but we had 28 organic sign ups and they all signed
up including through March. So what we are finding is that the fact that the US
may dip itself into a due into secondary recessions isn't getting in the way of
decision that would in any case primarily cost reduction led, but goes back to
the early conversation I had with, you know, on the pricing side, which is that
it continues

<PAGE>

to stay there, therefore from a mixed prospective we continue to be more
application management versus application develop kind of mix.

DANGE: Yeah and just one final point I don't whether you have answered it before
but on the AMS acquisition is it possible to give us, what how much of the
increase in onsite rates is because of this acquisition or the pricing of AMS
which may higher than average.

VIVEK: I think that you know we showed an onsite rates increase of 0.9% as a
result of AMS acquisition. If we took the AMS acquisition out and by the way we
are giving some numbers on a pre and post AMS this quarter, just because you
know its important for you to understand the impact without that but you know we
will stop doing that from next quarter onwards. The onsite rates would have
dropped by 2%.

DANGE: Okay thank you.

VIVEK: Yeah.

MODERATOR: Thank you very much Sir. Next we have Mr. Nilambu Shyam from Kotak
Securities.

NILAMBU: I really just wanted to understand from you if you go back three to
four months we were all hearing about comments like the prices seem to be
stabilizing albeit at a lower rate, but are we seeing incremental pressure now
or is it just earlier customers now ramping up and that impacted more.

VIVEK: You know if I can complete my quote it was prices are stabilizing but too
early to call victory. So I think that that's what I said earlier and I think
that's kind of where we are. You know the challenges that on new customer
pricing in some sense you know, unless you have a mega deal customer coming in
you can begin to see your ability to differentiate yourselves more. But you know
if you look at existing customer pricing, the customers entering in the third
year of the downturn, they are all becoming less relationship oriented and more
mercenary. So I think that at this moment in time while we would like to think
that much of what the bad new we had was behind us, we have just been surprised
about that, two quarters in a row and I don't want to make any more positive
statements even if I have a caveat hanging at end.

NILAMBU: Okay another thing is on SG&A, just staying to global it business, we
have seen that go up as a percentage of revenues, do we see that stabilizing at
this levels or is it likely to go up further.

VIVEK: On the SG&A actually you know big turn of SG&A increase this quarter was
related to AMS acquisition. We have put lot of that cost into the SG&A lines so
I would say that that's as a result going forward should continue to stay in

<PAGE>

better shape, however, we want to continue to consciously invest on the sales
and marketing side. We believe that we have two alternatives right now. One is
we can hunker down and as a result after two years, three years, we will emerge
as a Indian factory, or we can continue to grow in terms of being able to look
more and more like really competition of the future which will be that global
integrated company and therefore continue to make acquisitions and continue to
invest in sales and marketing that positions us in that direction.

NILAMBU: Okay. Thanks and all the best for the coming year.

VIVEK: Thank you.

MODERATOR: Thank you very much Sir. Our next question comes from Mr. Ashish
Kumar of CSFB.

ASHISH: Thank you. Good afternoon. Sir my first question is that in the previous
financial year 9% of the revenue came from customers acquired in the financial
year. If we exclude the customers acquired through inorganic means, broadly what
percentage of our revenue came from organically acquired customers.

VIVEK: That was all organically. So the number I gave you was excluding the
acquisitions, that is 8%.

ASHISH: Okay and in terms of effort hours would this be higher than 8% or would
it be similar.

VIVEK: It would be similar. I don't think that the pricing for new accounts will
substantially different, I think it is pretty much the same here. There wasn't
any substantial pricing difference, new accounts versus existing accounts.

ASHISH: And in a typical year does new customer addition account for about the
same or is it higher at around 15%.

VIVEK: Actually we used to be at the 12% to 14% range in the couple of years
before that, sorry 15%-16% over the last couple of years. So what you are seeing
is that a lot of the growth this year in the last year has come from driving
existing accounts ramp ups and the new account you know sort of mega wins are
still to ramp as I said earlier because back to the point I made earlier about
ramp cycle uncertainty.

SURESH: And of course perspectively we will look forward to more from new
customers.

ASHISH: Okay, and Vivek heard your sort of hypothesis of as to when would
pricing power you know come back or at least prices could stabilize. You know if

<PAGE>

I were to play devil's advocate with you and say that you know the business
model inherently doesn't justify a 50% ROIC, it doesn't have brands, customers
can still switch and doesn't have IP protection like Qualcom has. So it is just
not possible, and in fact one could argue that as offshore becomes more and more
mainstream and attracts attention both from clients and from competitors,
instead of adding for helping billing rates, it will actually put further
pressure on billing rates, what do you think?

VIVEK: Well I mean clearly in the range of scenarios you could probably draw
that as well, but in some sense a lot depends on what we let happen to
ourselves. As I said earlier, if we in this environment decide that we are going
to maximize our efficiencies, cut back on salaries for people, let people go if
they have to, just continuously focus on next quarters profitability, what might
end up happening is that a year later we may find ourselves to be just one more
factory in India, and if that is the case then certainly we will be unable to
retain the kinds of return that we have today. So what do we have to do? We have
to build our brand. We have spent an inordinate amount in what I think it was a
pretty difficult year last year but we continue to invest in making sure that we
build our brand, we want to continue doing that. We want to continue adding new
services that you know in the old world where dramatically margin reduction
oriented but actually are now in today's world not as dilutive in terms of
margin rates, and we have to be able to continue to add our overall global
capability. So, the way I look at it is that for us to be able to enjoy the
kinds of return that we have, we have to be able to augment our model. So we
have to invest in that area. So, we have to drive mix of services and then the
other thing as well as that from a pricing power perspective the more end to end
we get from business process to infrastructure, to application, to you know to
consulting, I think that also helps us. So, I mean I can draw scenarios in all
directions but to me where things stand right now is there is a real possibility
that we end in the outcome you describe but only if we let it.

ASHISH: And you know I am trying to understand because lot many new initiatives
that you just sort of named are inherently lower profitable you know consulting
has higher onsite, IT outsourcing by definition is lower margin, plus in IT
services itself you know for right reasons clients wants lower rates. I think
you know I have an impossible question to ask you and I think most investors
want to know that what is the sustainable margin, where do you think margins
will stabilize is it another 10% down, I mean some of your peers like Cognizant
already have much lower margin.

VIVEK: Yeah I think that there's two things here you know. One is I am sort of
you know trying to walk the line between having a what I might call intellectual
discussion with giving you a guidance for the operating margins without being
prepared to do so. I think that ultimately the way that we are looking at the
businesses, you know we have to be able to drive growth in our profitability and
that's the price margin walk the balance that I was talking to you about
earlier, so

<PAGE>

to us we have to drive growth and that's what we are focused on. You know as I
said you can paint the scenario in either direction but the way we look at it is
the long term is there are going to be few a global players and there are going
to be many Indian factories. The Indian factories will have you know very low
return on capital employed by low margins, the global players will have much
higher margins basically taking a look at what you might call current global
averages adding on that the G&A benefit that the Indian companies have and
adding on it volume upside or a margin upside from the offshore element of the
work that gets done. So where the median is, I think it is anybody's guess.

ASHISH: And for Wipro the thinking is that at least near term, growth is more
important than protecting margin would be. Would that be a fair comment?

VIVEK: No, I think that our profit growth is more important, dollars more
important than percent, but profit growth is most important.

ASHISH: So Vivek thank you so much.

MODERATOR: Thank you very much Sir. Participants are requested to limit to one
question in the initial round of Q&A session. Our next question comes from Mr.
Mahesh Waze of Refco Securities.

MAHESH: Yeah, Hi just wanted to know a couple of things; one thing is the onsite
volume growth has been very strong this quarter so is this some sort of
structural shift or there has been lots of project starts or things like that,
and secondly just wanted to understand the pricing scenario on the BPO side of
the business.

VIVEK: Let me take the first one first and ask Raman to comment on the pricing
on BPO. As far as the onsite volume increase, a lot of it is because of the
acquisition. If you look at it without the acquisition, we had an increase in
onsite as a percentage of revenue to 53 to 57.

RAMAN: In terms of pricing for the BPO industry, I think we continue to see a
significant pricing pressure both from the existing customer base and the new
customer base. It is a little paradoxical because if you look at the traction
that we are seeing for the customers there is a huge amount of business that is
sitting there, the interest of doing a work from a remote location such as India
is so huge, and to our mind there is enough business sitting there for to
associate the needs of India as a country. But paradoxically we see offerings of
pricing that at least we think are not commercially viable to win that business.
So pricing pressure is a reality both of existing customers and the new
customers coming in looking for RFP led and consultants blessed RFP valuations
where they continue to beat our price.

VIVEK: And if I may just correct that what I just told the onsite ratio improved
went from 53 to 57, it was actually 53 to 55.7.

<PAGE>

MAHESH: Okay. This BPO pricing thing, is it leading to some sort of customer
disappointment as well, meaning some one who is offering a low price might not
necessarily be able to fulfill the SLAs or there might be some delivery issues.
So has that already started happening.

RAMAN: Mahesh I am not in a position to comment on the general market but I can
tell you that within Wipro Spectramind, touchwood, we have not lost a customer
till date. We continue to deliver to the SLAs that we commit to our customers
and if you look at our numbers you know we did 14 million this quarter against
what we said of 12 million and that is the incremental business that our
customers continue to give us in order to expand the relationship and they will
give you incremental business only if you deliver to what their expectations
are. So far we believe that profitable growth and you know we are pretty happy
with the net margin of 26% that we got for this quarter. We believe profitable
growth will happen if you deliver on quality parameters where the customers are
looking for.

MAHESH: One last question, this consultants like Neo IT, are they compounding
the billing rate pressures that the companies are experiencing.

VIVEK: Well you know we don't see Neo IT as much as some of the US consultants
like Dalal Associates, Everest, TPI, and every time we get into one of those
deals, it does two things for us; one is that it raises the cost of its response
as the responses are incredibly detailed and expensive, and the second is that
puts much more pressure on commoditization, because after job the job is to make
everything apples to apples.

MAHESH: Thanks.

MODERATOR: Thank you very much sir. Participants are requested to limit to one
question in the initial round of Q&A session. Our next question comes from Mr.
Trideep of UBS Warburg.

TRIDEEP: Yeah, hi. My first question is on the BPO side, with the EBIDTA margins
at about 34%, I know there has been a Capex for the depreciation pretty high and
higher than the IT services side, where do you see this in the light of the
pricing pressure that have just described, where do you see the net margins
really settle down if you look at like on a sustainable basis.

RAMAN: Trideep, as I said there are pricing pressures, but simultaneously what
the customers are looking for is partners who would deliver to their
requirements and meet their quality expectations that they have. It is a balance
and it is a mix. We have said that before, I have said in the last quarter's
call, of the range of the net margins we see that between 18% to 22%-23%. As far
as Wipro

<PAGE>

Spectramind is concerned, we believe that the margins would settle in the region
of about 20%.

TRIDEEP: I see. My second question is got to do with when you evaluate volumes
led pricing decline, I just wanted to understand in terms of the return
parameters or in terms of the margins, how exactly do you evaluate, what kind of
quantum jumps do you look at, you may not want to quantify it but at least
qualitatively, how do you look at this scenario?

RAMAN: As far as the BPO industry is concerned, the volume led, it is a matter
of being able to evaluate, whether it is the cookie-cutter approach that you can
utilize, it is more of the same that you are doing for the customer, or it is
more processes that will come from the same customer, because bringing in every
process requires investment both from our side and from the customer side. It is
that aspect that plays a role, there are also particularly where it is scaling
and existing thing that you are doing well, let us say with 200 people and the
customer wants to grow that to 500 people, there are economies of scale that
will come into play, where it is the same process. And that plays a role in
determining the price and you know what we are willing to give as volume
discounts to the customer. But again I think what is very essential is that all
pricing aspects that we bring out, all the deals that we enter into with the
customer, must be commercially viable, our objective as the business is to run a
profitable business, we do not have objectives of being in business to do things
like creating employment or rather than not make a profit.

TRIDEEP: Yeah, on the IT services side my question was, what is the return ratio
or the gross margin dynamics, or certain parameters that you look at while
evaluating volume led price reduction that Vivek also talked about.

VIVEK: I think on the IT side essentially what we are looking at as we are
talking to customers is that can the volume upside be roughly let us say by the
time we end the year our run rate that is at least 3rd to 50% more than what it
was for the last year. So, I think what we are looking at is can we see that
kind of a volume upside in return for any price reduction. But that is not the
case every single time, as I said there have been one or two instances where the
customers said okay guys, close on the encumbrance, you guys are in, you guys
are represent 80% of my purchase, give me a better price or I change the mix,
and those are the things that you know fortunately not the largest chunk of our
pie here, but we have seen those as well.

TRIDEEP: Thanks a lot.

MODERATOR: Thank you very much sir. Next in line we have Mr. Manoj Singla from
JP Morgan.

<PAGE>

MANOJ: Yeah, good afternoon sir. This is Manoj from JP Morgan. My question
relates again to the pricing thing which we have been discussing over the call,
I just want to understand how much of the pricing pressure is from the existing
clients and what has been the scenario in renegotiations this year in terms of
where did we finally get to and how do we see this happening going down the
line?

VIVEK: If you look at the pricing pressures as I mentioned earlier, if you look
at our new account pricing, it is pretty much within line with the existing
pricing. So, it has not necessarily dragged us down dramatically, but if you
look at where the pricing pressure have been the most difficult, they have been
on the existing account pricing. So, I think that is where the pressure is. In
terms of outlook you know we have discussed it a little bit earlier, we felt
that we were seeing some level of stability, but it is too early to call victory
part of that phrase turned out to be the right one, which is that more customers
came back and said look, India is now strategic, I want to take this from this
division to corporate level, I needed better corporate frame contract, etc.

MANOJ: Okay. If I may just followup on that, whatever we are hearing of this
MNCs coming to India and offering services at pretty low prices, we have
regularly heard prices sub $20 an hour and even some of our large competitors,
so do we still think that we can hold on to a pricing which currently is around
$23-$24 on an average?

VIVEK: We have certainly heard to same sort of anecdotes which you have in terms
of some dramatically lower pricing even sub what you have mentioned, but I think
that those pricing have been on an one-off basis, particularly for large
customers, and we are not seeing them be able to offer that on a regular basis
or even get into the deal flow that we do. So, I think that as things stand
right now, ultimately, the faster we can get to being a more consulting led,
more on the same space as they are playing as, I think we can get both pricing
upsides as well as contain them as they are taking a look at just offering pure
offshore place, because they are not able to work the integrated model yet, so
the places where they are going at it is large customers which know they want an
offshore factory.

MANOJ: And just very lastly what is the onsite pricing that you are seeing from
the people like Accenture, because what they report is around $120-$140 an hour,
but are we seeing them actually bidding down onsite prices as well?

VIVEK: I think that from the consulting side of the business those prices have
come down quite a lot over the last couple of years and continue to be under
pressure because the employment market in the United States and the just onsite
market continues to be very pressured. So, I think that at least what I know not
that I any expert on their business, is that their onsite pricing continues to
be under pressure.

<PAGE>

MANOJ: Sure sir, thanks a lot.

MODERATOR: Thank you very much sir. Our next question comes from Miss Kamakshi
Rao of Capital International.

KAMAKSHI: Hello, Vivek you outlined the competitive situation as you see it a
few years out with a polarization between the set of global IT companies and the
India factories. Who is in your competitor set today?

VIVEK: Today we have a mix of everybody, I mean if I look at you know when we
are competing for new accounts who do we compete with, you know we compete with
the familiar faces of Infosys, TCS, Cognizant, or you know which ever ones you
want to call. On the other side in terms of the global players, many times we
are competing with many of the same names, you know, Deloitte, Accenture, PWC,
so I think that we are sort of in transition right now where when we go in for a
offshore play where the market still buying offshore-offshore, we are seeing the
familiar faces on one side, and when we are talking about a large SAP
implementation or Oracle implementation or we are talking about a system
integration deal, we are coming up against the other guys. So, right now the
market is still segregated, what I was pointing out was directionally where it
is headed.

KAMAKSHI: I have a question on the hot topic of the day, pricing, I understand
the structural trend that you have outlined, from a short term cyclical
perspective what impact can we expect from the near maximum utilizations that
many of the companies you have outlined, at least the Indian one, are facing
today. The fact did you any trade your bargaining power or how relevant is that
trend?

VIVEK: I think that the max utilization that Indian companies have relate more
to the operational efficiency that the companies have and by the way you know I
am not so sure that we would say what at max be at, I think we could probably
improve a couple of points here, but I think that if I look the ability to hire
people to feed growth, it is very strong right now. I mean I think that what we
are seeing is a pretty robust market, so as a result the fact that people have
high utilization does not change the price equation, because the market is
acting as everybody's bench if you will. Because you don't need to carry a
bench, the market is the bench.

KAMAKSHI: Okay. What is the additional investment that you expect in marketing
this coming year and what was the investment last year?

VIVEK: If you look at the marketing investment last year, it was primarily to
increase our sales force and also to add more offices around the world. If you
look at the nature of the marketing invest and also on the media built where we
had some investment. If you look at on the year to come, I think that we will
continue to focus on the media built, which as I said, somebody asked the

<PAGE>

question about establishing the brand, I think that is pretty critical for us,
so I think, we will continue to do that, and also more investments along the
account management kind of people versus a pure sales kind of people, because we
are seeing now many customers with large expectations of growth but not all
delivering what they came in and told us, so we need somebody who is going to be
able to work with them and push hard to get the current work we wanted.

KAMAKSHI: Do you disclose a financial amount for your marketing expense?

VIVEK: No, we have not really given, I mean it is only shared that as part of
the results but not as part of the prospective view.

KAMAKSHI: Okay. One final question from me, how hard is it for an existing
customer to switch when you outline the process of renegotiating prices
otherwise you might lose that existing business, you know a lay man might guess
that it will be pretty hard to switch a couple of years old relationships in
which the customers' applications have been understood well by yourself, can you
tell me and give some color as to what it will take for someone to switch if you
did not give them the price discount?

VIVEK: Well I think that certainly what they can do is they can stop feeding you
any growth, that is kind of an immediate thing that the customers can do. The
second is that it varies from the customer engagement to customer engagements,
so customer engagements that are still more onsite centric are much more easily
swappable than customers that are more offshore centric, but even with the
customers that are offshore centric, if you give them six months to a year, I
mean that is about the size of the exit barrier you have.

KAMAKSHI: Okay. And just one more question, your onsite ratio of revenues went
up a lot this quarter, I think you explained this in an earlier question but I
did not get the explanation, what was the main cause of that if you leave aside
the AMS acquisition which I believe should have been more than a couple of
percent of that increase?

VIVEK: That is right. We went up from 53% to 55.7% in terms of onsite ratio and
that fundamentally relates to the package implementation business continuing to
be a strong growth driver for us.

KAMAKSHI: And what is the strategic role that the package implementation
business has in your overall service offering?

VIVEK: It is part of our ability to be able to position ourselves as an
end-to-end provider and it has been a good growth driver for us, we have had a
very strong growth in the package implementation side.

<PAGE>

KAMAKSHI: Has it led to follow on business that can have a higher up shock
component?

VIVEK: In some instances yes, but typically those engagements tend to be more
project oriented, but once we open the client engagement really we are able to
expand it to offshore, actually our bigger leverage is not to open accounts with
the package implementation business as much as take package implementation to
our existing account as a way of expanding our growth.

KAMAKSHI: Okay, and this is a promise the last question, the market being a
bench to what extent is that a function of two years of college graduates
sitting without jobs and being absorbed in the present volume increase versus is
the talent pool out there being multiples of what the cumulative recruitment
would be?

VIVEK: Well I think that we have, as I mentioned earlier, some pressure on the
project management side where you know if you are looking for really good
project managers you have nightmares, but if looked at in terms of other skills
and if you looked at even people who have got 3 or 4 years' experience but
primarily is individual contributors, there is plentiful out there.

KAMAKSHI: Okay, thanks so much.

MODERATOR: Thank you very much madam.

VIVEK: Operator if you can make sure that everybody is able to participate by
restricting the question per person.

MODERATOR: Sure Sir. Participants are requested to restrict to one question in
the initial round of the Q&A session. Our next question comes from Mr. Chellappa
of Franklin Templeton.

CHELLAPPA: Good afternoon. See I would like to know we understand that Accenture
is ramping up their offshore centers very aggressively, we also understand that
they are offering the billing rates that are similar to what Indian companies
offer. In that case don't you think they have a very good advantage of winning a
large proportion of the new contracts?

VIVEK: You know as I said, if I look at the deal flow, we barely flow Accenture
in what I would call a classic business. If I look at where they are, we see
them primarily in very large accounts where they have an existing relationship
and they are bidding for a software factory if you will. And when it comes to
that they are pretty much on a disadvantage to us, which is why they are
lowering prices as much as they are because the customers says look you know I
don't come to you for offshore. So, I think that over the long term will they
become more competitive? Absolutely. If you go back to the picture I painted
earlier that in 2-3

<PAGE>

years' time this will be one globally integrated company, this one we understand
that as well and as a result there will be much more head on competition. But I
think right now there are two different segments. We don't see them as much as
in our segment, as I am sure they would say that would see us as much in their
segment, even though we both see other occasionally.

CHELLAPPA: Thank you.

MODERATOR: Thank you very much Sir. Our next question comes from Mr. Supratim
Basu of ICICI Securities.

SUPRATIM: Hi good afternoon. If I could just go back to a point that one of the
earlier participants made about the demand supply impact, I believe your
response was that even if the demand supply balance were to kind of get restored
to equilibrium and mainly evidence by the rising utilization rates, there would
still be not that much of an impact on pricing. Could you actually explain why
it should work that way?

VIVEK: You are talking about supply demand on the labor pool?

SUPRITAM: On the labor pool, that is right, yes.

VIVEK: What I am saying is that fundamentally the reason why companies will
discount if they will for the new business is if they think they can get more
growth and if they feel that they can get that additional growth and not have a
problem feeding it then you know that incremental running this what they are all
competing for. I think that as a result the fact that you use up the utilization
makes you not want to give crazy pricing. So, I think those days are gone,
because you are not just hungry to whatever dollar a bread meal because you are
incurring the cost anyway, but they lapsed frankly 2-3 quarters ago, I mean I
don't think you know we saw, I think we commented on that about two quarters
ago, I believe three quarters ago. I think as things stands right now for that
incremental business everybody knows I can put fillers. So, in a sense my
factory has that capability.

SUPRITAM: Yes, but I was just wondering is that if we all agree that the large
contracts are pretty much going to only the top 2 or 3 players in the Indian
market, then it should not be that much difficult to actually have some kind of
pricing discipline come into the market.

VIVEK: I mean certainly we would love for that to happen and in a way that does
not get us into jail so I think that we love to see that happen, it is just that
at the margin people have not shown that discipline yet.

SUPRITAM: Okay. Just a follow through on this, if a client actually comes back
to you either a new client or an older client and says that hey, if you give me
this

<PAGE>

10% discount on pricing this is the volumes that I am going to actually give
you, this is the extra volume that I am going to actually give you, do you
actually look at some kind of a DCR evaluation of that contract to see whether
the G&A cost that you save on higher volumes and how does that compare with the
pricing decrease that you are taking up front?

VIVEK: Yeah, we definitely look at you know all kinds of calculations in terms
of making sure that we are in line with what the final profitability would be on
a DCR basis, on a percentage of revenue basis, etc. So, we definitely have that
discipline.

SUPRITAM: Okay, in which case at what point in time do you actually see this
decline of the pricing curve and the cost distribution, I mean as basic as the
G&A cost going down as a percentage of revenues intersect and hence give you
margins stability.

VIVEK: I don't know exactly how to answer that question on the top of my head. I
mean fundamentally what you are speaking involves me giving you kind of what my
volume projection is, what my pricing projection is, and what I see happening
out there, that is kind of difficult to do. I mean it is a great question as if
you kind of sit in a room thinking around how we build the business model for
the future, but I can't answer it right now.

SUPRITAM: Alright. Okay, good luck gentlemen.

MODERATOR: Thank you very much sir. Since there is a time constraint,
participants are requested to limit to one question in the initial round of the
Q&A session. Our next question comes from Mr. Sandeep Dingra of JP Morgan.

SANDEEP: Yeah hi, good afternoon. Just on the pricing issue, sorry to labor on
this one, but if I just look at the trend in the last 5 or 6 quarters, we saw a
decline in 4th quarter last year which extended into this decline in first
quarter of 03 as well. So, I am just imputing that this is essentially the
impact of the renegotiations coming through. Now, the percentages that I see for
the fourth quarter of this year seems to be smaller than what we saw fourth
quarter of last year, so is it fair to assume that the extent of renegotiations
downwards has been lesser severe than it was last year? And secondly, just on
the pricing part again, you know Accenture reported a few days back and they
said their pricing was up, now how does one reconcile this that players at the
lowest end of the pricing chain are seeing pricing pressures while players at
the top end of the chain are actually seeing pricing improving.

VIVEK: I think that first of all I can't really comment on the Accenture pricing
going up as I said what we have seen has been pretty, you know, when we have
come against each other, we have seen them to be pretty aggressive, so it could
be that they either have a lot of deals where they are able to get bye with

<PAGE>

something or they are doing a different nature of work, so I can't comment on
them, but what I can say is that if I hard fact to the fourth quarter of last
year and the transition to the first quarter, at that time we were seeing the
pricing impact not just of sort of the market as we see it today but also of the
companies having big benches, in some sense it does feel a little bit better
than then, but I am just so burned I don't want to give any positive comment on
pricing you know. I just think that at this moment in time we just have to walk,
we start to walk through the next couple of quarters continuing to make those
calls in terms of where we can see the business leverage, but it does fell
better than it did a year ago.

SANDEEP: Right, thank you.

MODERATOR: Thank you very much sir. Coming up next is a question from Miss
Mitali Ghosh of DSP Merrill Lynch.

MITALI: Yeah hi, I guess moving on to a slightly different topic, if you could
give us a sense of what the pipeline is looking now and I notice that you have a
very strong gross client addition organically of 28, what could be the net
client addition be and if you could give us a sense like I said of what sort of
demand is in and what sort of verticals?

VIVEK: If you look at the total net adds we have had this quarter, it was about
880 versus 1300 we added last quarter. So, I think that we continue to see in a
sense the business needs that would drive this kind of hiring. So, I think that
that is kind of pretty much what I could tell you, we don't create hiring plans
per se, obviously we have a view of how much hiring we would have to do because
we hire pretty only as we need business, so sometimes we will take a bit of a
you know as I said there is a lot of uncertainty as to when accounts ramp, so we
will take a bit of a gamble on that and we might call it wrong by 3-4 weeks, but
by and large will be accurate. So, I think from an outlook perspective I am not
sure I could give you anymore than that. If you look at the pipeline in terms of
characterization by vertical, I am not sure I could give you kind of percentage
wise you know what our pipeline is, because we haven't shared that information,
but what I can say is that if I go through my different businesses, I think that
technology businesses are continuing to be in growth mode but have not created
any sort of sense of elation yet, you know in terms of what the outlook is, in
terms of rapid growth at all. I feel contrary is to be the growth engine if you
will for where we are as far as the market is concerned. Within the IT space, I
would say that we are particularly excited about energy and utilities, partly
because we continued to have high expectations from what we will get out of the
acquisition and the corresponding synergies, and on the financial services side,
where I mentioned earlier we had closed several strategic accounts and are
looking forward to being able to eat that fruit in the form of billed man months
increase.

MITALI: Basically Vivek my question was on net client addition this quarter and
the services in which they are likely to be.

<PAGE>

VIVEK: Okay, so if you look at the net client add, if I look at the client
additions, because the net you know I don't have the data right now in front of
me by verticals, but if I look at it on the gross basis, as I said earlier, we
had 44 new accounts of which 16 were from the AMS acquisition. So, of those 44,
34 were in the IT space, so if you subtract the 16 from AMS, that means
organically 18, and 10 were in the R&D space.

MITALI: And these were mainly maintenance kind of contracts or..?

VIVEK: If I look at the contracts, I am just zipping through the list here, on
the technology side there were couple of intellectual property contracts and
most of them were in the sort of regular billed you know the regular R&D
services that we do. On the IT side, again most of them are in the traditional
services.

MITALI: Thank you.

MODERATOR: Thank you very much madam. Next in line we have Mr. Sujeet from UBS
Warburg.

SUJEET: Yeah hi. Okay my question was basically pertaining to Spectramind. I
wanted to just check with Raman how concerning do you see the trend of enforcing
from customers in the BPO space as well as competition from foreign services
companies vis a vis the traditional IT services space.

RAMAN: See there is, it depends on what the strategic objectives are of the
customers, their understanding of India as a location, their ability to be able
to do business here. All these are factors that play a big role, what is the
size of the opportunity that they are looking at. Because there is a huge
element of a fixed cost for a captive to be set up, particularly if we look at
it in the BPO space, because the investment per seat is in the region of $10,000
and when you set up a largesse facility you have to spend that money up front
and if you take time to fill that up then you know that adds to the cost. There
is also an aspect of whether the company wants to add head count to their books
because as they consolidate the total number, the total head count, you know
people like yourself you do not distinguish between the head count in the India
and the head count sitting in other parts of the economy. There is an advantage
of paying by the drink and have a third party do that and there are advantages
of having a captain. So, what we see happening in the market place is that there
is a huge move towards a mix of both. There is a tendency to test out with the
third parties and based on success, use that success to have a mix of build. The
second part of your question was linked to you know the global players. As the
global players are coming in they cannot afford to ignore the advantages that
remote locations such as India offer. We think that we have anywhere between 12
to 18 may be 24 months before they get an understanding of what it takes to
operate on a

<PAGE>

global model, and in that time frame we as a country and then we as a company
must establish that gap of competency and capability, and....

SUJEET: ...yeah, what I am asking is because we actually see either eco-load to
be much more traction from these companies like EDS or Accenture in the BPO call
center space than probably even in the traditional agitation space, that is why
I wanted to check with you.

RAMAN: At this point of time we do not see a huge amount of traction that they
get at least in the target segment of the customers that we are looking at, but
potentially will we see it? Yes. Potentially you know all possibilities are
there, and they are open. Will they be able to offer the same sort of efficiency
and effectiveness and the capabilities as the local players, will they be able
to get that understanding as effectively and efficiently? I think the jury is
out on that and we know the answers in the next 9 to 18 months.

SUJEET: Okay thank you gentlemen, thanks.

VIVEK: Can we have the last two questions operator?

MODERATOR: Sure sir. Next question comes from Mr. Pramod Gupta of Inam
Securities.

PRAMOD: Hi, good afternoon gentlemen. One question I had actually, see as I see
now that MNC competition has started to hit on the demand side and I mean
although Indian companies keep on saying that they are not seeing the MNC guys
like Accenture so often, but with the increasing pressure and their incumbent
and losing market share there, and overall deflation being there, the pricing is
also under pressure, they are shifting bases and starting up capacity in India.
Obviously the next target is going to be the supply side of the Indian
companies, which is I mean the people, and with the intense cost cutting going
on within the companies and you know moral not being really high because of
ESOPS losing values and what not, what are the steps companies like Wipro are
taking to probably you know save their employees and keep the talent pool
intact, because I think the middle management people in the industry in general
are pretty limited and scalability and longevity of the companies can get really
impacted if some of the key people start leaving. So, what is the strategy
there?

VIVEK: I think that first of all, you know there is an absolute unanimity that
the middle level and the rainmakers are absolutely essential and are onto most
pressure. So, I think that what we have to do through this environment is, I
think first of all everybody recognizes that reality over we are and you know
that I have to admit that some people can't understand why our stock was Rs.
10,000 three years ago when we were one third the size and had lot of
uncertainty about our future, but anyway be that as it may, I think that on the
people side you know there is, the things that we are doing to make sure that
people stay engaged is I

<PAGE>

think first and foremost we have many programs that, for example, we have one
program that we call the Meet Your People program, which basically was for more
and more managers to get out and through the last couple of years that we have
grown so hectically not build the kind of relationship in face time that they
needed to in front of their teams. We have rolled that out as a particular
thing. The second thing we have done is we continue to have quarterly surveys of
our employee perception, and as things stand right now, they continue to be up,
so I think that people are seeing this as both a problem as well as an
opportunity, because we have communicated clearly what our vision is and the
direction we want to head and why we think it is a winning strategy. So, I would
say that it is certainly something that we want to worry about, we are looking
at doing a competition increase this quarter, I think that from our perspective
we want to make sure, as I mentioned earlier, that whatever we do in the
competition side we increase utilization and other operational efficiencies, but
still I think that it has to be a whole load of everything.

PRAMOD: Okay thank you very much sir.

MODERATOR: Thank you very much sir. Our last question comes from Mr.
Ananthanarayana of Morgan Stanley.

ANANTHANARAYANA: Yeah, good afternoon everyone. Just one question on the AMS
issue, you mentioned some customers wins out of cross selling to AMS customers,
can you give us a bit more details on these wins in terms of the type of
services and whether these are offshore based services?

VIVEK: I am gonna ask Sudeep Bannerjee, who runs our IT services and Financial
services to answer that question.

SUDEEP: Yes, you know the wins which we have had with AMS recently, which has
been integrated as energy and utility consulting within Wipro, are Avercon in
Germany, Ascent in Netherlands, GDS in France, EDS in France, Trackbuild in US,
Specific Gas in the US. So, we have had a number of wins recently, Scottish
Power in the UK. The nature of engagements that we have had are some consulting
led, which means that you know package implementation in specific vertical areas
of the utility industry, more specifically packages like Load Star or SPL. We
have had other assignments, which are BPR led. We have also had wins within that
fold in terms of the traditional services led wins, the accounts that we have
got in from their side have been offered our traditional services and we have
got large projects through that. In terms of the existing accounts in the energy
and utilities vertical, we have proposed the new services, consulting services,
which we brought in from the erstwhile AMS-GEG group and we have been able to
get some orders from our existing customers namely Transco for some of the
consulting assignments that we have brought in from through the acquisition.

<PAGE>

VIVEK: And Ananth if I may just add to that, you know I just wanted to make it
broader as well in terms of just our ability to integrate acquisitions, you know
if you look at the oldest acquisition, which is Spectramind, I though some stats
may be interesting. 20% of their customer base today is Wipro customers, 10% of
their revenue is Wipro customers, now here is where it gets interesting, 75% of
the order book, which is orders booked but not billed yet, are either Wipro
customers or joint pursuit teams, and 70% of the funnel of prospects that we
currently are working is either Wipro customers or joint pursuit teams. So, I
think that we have been able to on both the acquisitions are come together
nicely in terms of leveraging each other for getting that incremental
penetration.

ANANTHANARAYANA: Right, thanks Sudeep.

SUDEEP: Thanks.

MODERATOR: Thank you very much sir. At this moment I would like to hand over the
floor back to Wipro management for final remarks.

LAKSHMINARAYANA: Thank you ladies and gentlemen for participating in the call.
Should you have missed anything during the call, the audio archives will be put
up on our website. I will also be having a transcript of this call very soon,
and of course if you need any information or clarification we will be very happy
to discuss that with you. We do look forward to talking to you again next
quarter and have a nice day. Thank you.

MODERATOR: Ladies and gentleman thank you for choosing CyberBazaar's
conferencing service. That concludes this conference call. Thank you for your
participation. You may now disconnect your lines. Thank you and have a nice day.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>7
<FILENAME>f89435exv99w5.txt
<DESCRIPTION>EXHIBIT 99.5
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.05

                                      WIPRO
                                  EARNINGS CALL
                                 APRIL 17, 2003

MODERATOR: Ladies and gentleman thank you for standing by and welcome to the
Wipro earning teleconference call for the period ending March 31, 2003. At this
time, all participants' are in a listen-only mode. Later we will have a question
and answer session, and I will give you instructions at that time. Should you
require assistance while you are on this call, simply press 0 then *, and an
operator will come on to your line to assist you. As a reminder this conference
is being recorded for digitized replay and that information will be given out at
the conclusion of the call. I would now like to turn the conference over to
Wipro Management. Mr. Sridhar Rama Subbu, please go ahead.

SRIDHAR: Good morning ladies and gentleman, and good evening to the participants
across the globe. This is Sridhar Rama Subbu, and I handle the investor
relations function for North America along with Shankar and Lakshminarayana in
Bangalore. We extend a warm welcome to all the participants from US and UK and
elsewhere to Wipro's fourth quarter results and the earnings call for the period
ending March 31, 2003. We have with us today, Mr. Azim Premji, Chairman and
Managing Director, Mr. Suresh Senapathy, Chief Financial Officer, who will
comment on the US GAAP results for the quarter ended march 31, 2003. They are
joined by Mr. Vivek Paul, Vice Chairman, Mr. Suresh Vaswani, President of Wipro
Infotech, Mr. Vineet Agarwal, Consumer Care, Mr. Raman Roy, and other senior
members of the management team who will be happy to answer the questions you
have. Before we go ahead with the call, let me draw your attention that during
the call we might make certain forward-looking statements within the meaning of
the Private Securities Litigation Reforms Act, 1995. These statements are based
on management's current expectations and are associated with uncertainty and
risks, which could cause the actual results to differ materially from those
expected. These uncertainties and risk factors have been explained in detail in
our filings with SEC. The call is scheduled for one hour, the presentation of
the fourth quarter results will be followed by a question answer session. The
operator will walk you through the procedure for asking questions. To remind
you, the entire earnings call proceedings are being archived and transcripts
will be made available after the call at www.wipro.com. Over to Bangalore,
ladies and gentleman, Mr. Azim Premji, Chairman and Managing Director, Wipro.

AZIM PREMJI: Good morning ladies and gentleman. The board of directors in the
meeting held this morning approved the accounts for the year ended March 2003.
Our results have been mailed to those registered with us and are also on the
website. Let me share with you some of our thoughts and how we see the
environment. Customers want to see value for the price they pay. You create
value for the customers by either increasing value or decreasing price.

<PAGE>

Customers want higher value at a lower price. This is the trend that began in
2001, and we believe this trend will only accelerate. Customer requirements need
attention. Our response is to offer our customers a wider service range and to a
larger number of customers. This we will achieve by a combination of organic
service line expansions and acquisitions. To address a larger number of
customers, we will increase our investment in sales and marketing and prudently
evaluate potential acquisitions. In calendar 2002, we completed three
acquisitions. Spectramind for service line expansion, Global Energy Practice of
AMS Incorporated for consultancy skill set and customer relationships, and R&D
labs of Ericcson. Our success in integrating these acquisitions has given us
confidence to pursue this strategy further. We evaluate candidates for
acquisitions on an ongoing basis. The first criteria we use for evaluating
acquisitions is whether such candidates fit strategically and culturally. If
these two criteria are met, we proceed to financial evaluation. Candidates must
meet financial targets. When it comes to acquisitions, we are conscious that
there will often be short-term pain of margin contraction due to the acquisition
related cost of integration bonus and amortization of intangibles. In our view,
the short-term pain is acceptable only because of long-term gain we see in
potential acquisitions. Looking ahead in the global IT services business; we see
rupee appreciation and pricing contributing to margin pressure. On the other
hand, we believe providing higher value-added services, moving business
offshore, increasing utilization, and managing cost to mitigate these downsides.

Our Consumer Care and Lighting business has generated positive cash flows for
decades with consistent margins. We have invested in building a retail
distribution network reaching out to over one million outlets. Our strategy in
this business is to realize the value of this distribution network by acquiring
brands. Our acquisition of Glucovita, a glucose based energy drink is part of
this strategy. We continue to evaluate other similar brands as potential
acquisitions as well. Our financial parameters for acquisitions both technology
business and consumer care business are similar. I will now request Suresh
Senapathy, our CFO, to comment on the result before we start taking questions.

SURESH SENAPATHY: A very good morning to all of you in the US and good evening
to all of you in India and Asia Pacific. Mr. Premji shared our thinking on the
business environment. I'll touch upon a few aspects of accounting significance.
As Mr. Premji said we evaluate acquisitions from an economic perspective. When
we do this, we also consider the accounting implication. The difference between
the two is in time horizon. When evaluating an acquisition from an economic
perspective, we believe the time horizon is about three to five years. By
contrast, when evaluating an acquisition from an accounting perspective, you
need to break the cost associated with an acquisition down into quarters. One
major difference in evaluating potential acquisition from an economic
perspective versus an accounting perspective results from the accounting
treatment of integration bonus in both India and US GAAP and in US GAAP,
amortization of intangibles. While from an economic perspective both

<PAGE>

these are considered as purchase consideration as they are settled at the time
of acquisition, in the accounting statements these amounts are considered as
debits in the P&L for a period ranging from 4 to 8 quarters. This is the factor
that we are conscious of when looking at financial results. On brand
acquisitions, the consideration paid will be amortized over the life of the
product, life of the products will be determined with regard to its resilience.
During the year 2002-2003, Wipro GE Medical Systems, a joint venture, in which
we hold a 49% equity stake reported a loss of Rs. 371 million, about $7.8
million. As highlighted previously, the medical equipment market continues to be
under volume and pricing pressure, but we are working with our joint venture
partner to adapt our organization and market approach and bring our JV back to
its historical profitability. We believe that this venture will exit fiscal
2003-2004 on a profitable trend. We will now be glad to take questions.

MODERATOR: Ladies and gentleman if you wish to ask a question, please press 1 on
your touchtone phone. You will hear a tone then indicating you have been placed
in queue. If you are on a speakerphone, we do ask for the speakers sound clarity
that you pick up your handset, when you ask your question. Our first question is
coming from the line of Ashish Kumar from Credit Suisse First Boston, please go
ahead.

ASHISH: Thank you, good evening. My first question is: In the opening remark Mr.
Premji said that customers are asking for better price, higher value, and the
trend might accelerate. Does that mean that pricing pressure will accelerate?

AZIM PREMJI: No we do not mean pricing pressure will accelerate. We are making a
statement, which says that customers are driving more value for money and they
will continue to do that. The trick is what do we offer in terms of value added,
the trick is what do we offer in terms of differentiated services, and even if
the realizations come in the pricing pressures, how do we have a mix of
deliverables in terms of our cost track up that we are still able to deliver
acceptable operating margins.

ASHISH: Okay. And Sir, our earlier hypothesis; by our meaning most people in the
market, were of the assumption that as utilization rate picks up, at some point
in time, there will be pricing stability, unfortunately that didn't happen. Now
most of us look at hiring parameters and think that till companies are hiring,
volume growth will follow; and I am just being perhaps cynical, but is there a
probability, or could you tell us a scenario under which volume growth, which
has held up for the top tier companies in a sequential growth fashion, might not
hold and we could see volume contraction.

VIVEK: This is Vivek. I think as things stand right now, as we talk to
customers, really unanimously the feedback we hear is that they want to do more.
So I think more customers want to do it, and the customers that we have want to
outsource to us more. So, I think from a trend basis, I think clearly the
outlook is pretty

<PAGE>

positive in terms of volume. However, in the short term, when it comes down to
nailing down the next 5, 10, 12 weeks, there is always uncertainty as to which
project will transition when. They have got to work with their own issues
internally in terms of what they are doing with their employees, because
typically it is work that was done earlier somewhere out, either with another
vendor or internally. And also, what kind of appetite they have for making
significant changes. So, I think that what we are seeing is a long to medium
term kind of stability and strong interest, but in short term still relative
level of uncertainty, not uncertainty in terms of will it happen, but when it
will happen.

ASHISH: Sure sir. And, one just last question for Mr. Suresh Senapathy. Clearly
our company along with the other top tier companies have entered a slow growth
phase, and I know you do have plans for acquisition etc, you also have a lot of
cash and our model is highly profitable, free cash flow generative, what is our
dividend pay out policy and are we going to look to increase dividends.

SURESH: Well the way we have progressed so far as dividend policy as you know,
Wipro has already been using its cash for growth, and here whatever cash flow
has been generating and have been able to collect it in the ADRs, we have been
using it for acquisition. We continue to have initiatives in this area. And, as
it has been articulated in our annual report of last year, at the moment we are
of a view that if we do not need that much of cash, then yes, we will consider
more dividends. But, this point in time, the approach is to conserve cash to be
able to use it for acquisitions.

ASHISH: Sure sir. Thank you very much.

MODERATOR: The next question comes from the line of Anirudh Dange at CLSA,
please go ahead.

ANIRUDH: Hi this is Anirudh Dange from CLSA. Just spending some more time on the
pricing issue, just wanted to understand, there are two sources of pricing
pressure, one is from the re-negotiation of the existing contracts and the
clients coming back for lower pricing, and second possibly due to may be volume
discounts which have been promised and which start coming in now. Would be
interesting to know from you as to #1) we were assuming that the re-negotiation
phase is ending by say may be three to four months back, what has led to the
re-negotiation if it all it is, and if not, then what are, any other sources of
pricing pressure which has come up.

VIVEK: I think that the two sources you pointed out are really valid, which is
that, we are seeing customers coming back and re-negotiating. As we started this
calendar year, pretty much out of the blue I think, you know, they set their new
plans or whatever saying that, okay guys, we are interested in volume, we would
like to be able to get a better price. So, we are seeing that.

<PAGE>

ANIRUDH: Could you give us, I mean, re-negotiation cycle I thought was ended
about three to four months back. Have the re-negotiation, people come back who
have gone through one cycle of re-negotiation, have they come back further to
cut more rates. Are there any instances like that?

VIVEK: No, I think the way that it works is that we have our contracts expire at
various times of the year, so we don't have a single contract expiration date.
We have multiple contract expiration dates, so what I am saying is that, in this
calendar quarter, in the start of this calendar year, what we had was people who
were even not up for a renewal, coming back and saying, well we would like to be
able to do more volume and therefore would like a better rate.

ANIRUDH: And, in the last quarter conference call, you had indicated that
possibly some sources of worry were the insourcing by some of the companies in
India who have set up their own centers, or who have their own centers. What
have the trends been in that area, have they been a bigger cause of worry?

VIVEK: Actually the worry there has shifted from being volume worry to price
worry. If I look at the last quarter, we actually had a worse performance on
pricing on the technology side of the business than on the IT side of the
business. So, what we found was that in those instances where customers were
really ramping up their own internal India development centers, for us to
participate in their growth plan, we had to cough up a little bit more.

ANIRUDH: My last question is again to Mr. Senapathy. There is one item in the
schedule, loans and advances figure, which is basically advances recoverable in
cash or kind, that number has doubled in the year, more or less doubled, could
you indicate what is that number exactly. Schedule 10, loans and advances,
advances recoverable in cash and kind.

LAN: Yeah, Dange, is it Indian GAAP or US GAAP you are referring to.

ANIRUDH: Indian GAAP.

SURESH: Yeah, it will have both these things, a) because of the increase in the
head count there will be advance for the onsite growth that you have got, and b)
also some of the investments also that are covered there in terms of the money
that we would have with GE Capital or ICICI, will get reflected there.

ANIRUDH: Actually this is just one part of that schedule, may be I can take it
later, but it was basically considered good which is other than the GE, ICICI,
and all other deposits. It has gone up from Rs. 949 to 1726 million Rs.

SURESH: Yeah, Shankar will just explain that.

<PAGE>

SHANKAR: When you are comparing last year's figures to current year figures, the
last year figures do not include figures pertaining to Spectramind, which was
not a part of Wipro Limited since July 2002. There is certain amount of loans
and advances there, which is part of it. The second factor is in terms of loans
and advances pertaining to employees due to the amount of volume that has
increased in onsite.

ANIRUDH: Okay, thank you.

MODERATOR: And our next question comes from the line of Wachovia Securities,
please go ahead.

MALE PARTICIPANT: Thank you for taking my call, I had a few questions, I was
wondering if you could comment on the pace that new business given the war in
Iraq and the SARS virus.

VIVEK: We have not seen any significant impact on business on either of those.
In the morning call we had shared the data that we had 40 business schedules
from customers and prospects from March 15 to a couple of days ago. Of those 40
visits, 18 were canceled. So what that also means is that 22 did go ahead and do
the visit as they saw us a pleasant oasis between SARS on the left and Iraq on
the right. So, I think that we clearly saw some impact on travel, but not a shut
down. In terms of the impact itself, to the extent that it is a couple of week
disruption, it does not really make any difference because sales cycles are
typically six months long, and customers can just reschedule a trip without
necessitating a impact on the business. However, we live in a world of
imponderables, I mean, if the SARS thing becomes a pandemic, then you know we
have to worry about it on multiple levels.

MALE PARTICIPANT: The ones that did cancel, the customers canceled, did any of
them called back now to reset?

VIVEK: No not yet. This is literally between March 15 to two or three days ago.
So, I think that if they canceled, they are unlikely to reschedule until they
see more stability. So, I think the Iraq uncertainty is done. They probably will
wait another week or so to see if the SARS thing does not spread outside anymore
than it has.

MALE PARTICIPANT: I read in some of the news articles that guidance had been
lowered or maybe it was lowered relative to the analyst expectations, can you
help me with what you did with the forward guidance.

VIVEK: Yeah, the forward guidance was for the quarter, and what we said is that
our technology services business will have a guidance of $172 million for the
quarter, and our business process outsourcing business would have a guidance of
$16 million for the quarter.

<PAGE>

MALE PARTICIPANT: And, you hadn't had numbers out previously.

VIVEK: We did not have numbers out previously.

MALE PARTICIPANT: Okay thank you.

VIVEK: For the last quarter, we had guided 162, we did 167, and on the business
process side, we had guided 12, and we did 14.

MODERATOR: Our next question comes from the line of Mr. Trideep at UBS Warburg,
please go ahead.

TRIDEEP: Hi. My question has got to do on the margin side, EBITDA margin side.
If you could explain the difference, I mean, the margin decline in this quarter
and highlight what kind of outlook do we expect for the next quarter margins as
well on the IT services side.

SURESH: Yeah, you want to look at from the US GAAP perspective, Trideep.

TRIDEEP: No, from the Indian GAAP perspective.

SURESH: Yeah. We had discussed that in the morning. We mentioned that the
acquisition we had in terms of the utility business of AMS had an impact by
about 1.7% in the SG&A because it included some of the retention bonuses that
sort of fructified. And, about 1% we had an impact of rupee/dollar appreciation,
and we had some improvement in the utilization, and there has been reduction in
the billing rates, and a combination of all this, there has been a reduction of
overall 3.9% in terms of operating margins between quarter four and quarter
three of the last ended year. Now, going forward if you see all these factors,
well rupee would perhaps continue to appreciate at least next two to three
quarters. Billing rates in terms of the committed reductions that will also have
the flow through in terms of the current and the next quarter. There could be
scope in terms of improvement in the utilization. We continue to invest on the
selling expenses. So far as the bonuses are concerned, perhaps there will be, it
will not be as much. So, there is a mixed bag of some good guys and some bad
guys. But overall we would say in the short term there will be a little bit of
softness in the operating margins.

TRIDEEP: I see, thank a lot.

MODERATOR: Our next question comes from the line of Moshe Khatri at SG Collins,
please go ahead.

KHATRI: Good morning. I just wanted to focus more on gross margin trends from US
GAAP perspective. Can you give us some feel about the trends in gross

<PAGE>

margin for this quarter, what impacted gross margin, and then if possible can
you also talk about give us a feel also on the trends for gross margins for the
next quarter and then finally also I guess we need to talk a little bit about
the competitive landscape, how significant of an impact if any the US based
vendors are having on your business so far. Thanks.

VIVEK: May be Moshe I can start off with the discussion on the mass element,
which is the impact of the US based guys while you know and then may be
Senapathy can answer the question on the gross margins.

If you look at on the US based companies, we really don't see them in more than
may be 2% to 3% of the incidences in which we compete, and they primarily
compete at large clients where they are looking at a big kind of a offshore
outsourcing tender, and there they have been very very aggressive on pricing. As
things stand today we really haven't lost a deal to them, so if they are growing
their India development centers, my sense is that they are targeting their
existing account there and doing it in a way that you know either we haven't
seen a deal close, but at least in the customers that we are competing are the
ones we see them are in a very limited you know large accounts, they have an
incumbent relationship, customers looking for a large offshore kind of a big
bang approach, we see them there.

SURESH: Yeah, so far as the gross margin the US GAAP is concerned, last quarter
i.e. December 2002 quarter we had a gross margin about 41.8%, this I am talking
about the global IT services business, and this quarter that is ending March
2003, we had 40.9%, that means there is a reduction/decline of 0.8% point, and
as discussed earlier it is

         a. Impact of the rupee appreciation,

         b. It is an impact of little bit of change in the offshore mix, which
            means the onsite percentage went up with this acquisition of the AMS
            that got converted

         c. And also in terms of there have been improvement in the utilization
            rate.

A combination of these three factors, there has been a overall decline in the
gross margin by 0.8%.

KHATRI: So, on a relative basis your gross margin has held up pretty well in an
environment where everybody is kind of complaining about pricing and bill rate
pressure, am I correct?

VIVEK: Yeah.

KHATRI: Thank you.

MODERATOR: The next question comes from the line of Girish Pai at SSKI
Securities. Please go ahead.

<PAGE>

GIRISH PAI: Yeah hi. Vivek on your morning call you had said that profit growth
is most important, but I just want to understand your commitment to maintaining
margins because we have seen earnings declining or being flatish vis a vis XYZ,
what is your commitment to maintaining margins from here on?

VIVEK: As I said earlier, it is our responsibility to try and walk that line
between volume and pricing, and as a result focusing not necessarily on
percentage as much as on dollar growth, and I think that at this moment in time
that is the approach we are taking. So, we are looking at, for example, if we
have the opportunity to make another acquisition that can allow us to get all
the benefits we have talked about in terms of integration both in terms of the
volume, the end-to-end play, the strategic value as well as being able to get
more revenue in at a higher price point, even if it is margin dilutive we rather
do it than not do it. So, I think that is kind of the approach we are taking.
Ultimately it is dollars that we take to the bank and we have to drive
profitability growth in dollars.

GIRISH PAI: Okay, I think the company seems to be in a some kind of investment
phase vis a vis your sales and marketing spending, I was wondering how long will
this investment phase continue, where do you see the spending on sales and
marketing stabilizing at?

VIVEK: I would say that if you look at the next year, we are looking at
investment in account managers and some more brand building. So, I would say
that we are probably going to see a little bit more investment next year, but
not necessarily in terms of the field head count addition that we saw in terms
of pure sales people. So, the nature will change and probably not as much as we
did last year, but we will continue to invest from the sales and marketing side.

MODERATOR: Our next question comes from the line of Manoj Singla at JP Morgan.
Please go ahead.

MANOJ: Hello sir. My question relates to the management's commitment as you
point out sometime back to growing profits in absolute term dollar-on-dollar.
Now if I look at the absolute amount of profit growth in FY-03 over FY-02, I
think it is around 5% even if I exclude the impact of the medical systems
business and discontinued operation of ISP. So, are you comfortable with this
kind of a growth, you wanted it to be higher, what will be your comfortable
level of growth as management would like to have on profits.

VIVEK: Well you know, I mean without necessarily giving a profit guidance,
without intending to, I think that what we can clearly state is we would not
like to have growth of 5%, we would like to have it more than that. But I mean I
don't want to be decoyed but you know after or whatever the reasons, we have
decided not to give profit guidance, so I don't want to that much of into it, if
we decided not to do it than not do it.

<PAGE>

MANOJ: Sure sir, I completely understand. I am just trying to understand may be
not for next year, if I was to ask you, if you want to look at lets us say a
5-year horizon, what will be the kind of profit growth of CAGR over 5 year that
management would like to have, of course it will depend on number of things as
to how the US economy plays out or some other things happens, but what is kind
of comfortable levels the management would like to have.

VIVEK: Well, may be what I can do is I can take a look at the years gone by and
say that is 5% the earnings growth that we had expected or planned for and the
answer is absolutely not, I think that we had expected and anticipated a better
price and a better exchange rate. In terms of going forward, one of the big
impounder was at least that we have, I have not seen a 5-year outlook of the
Indian rupee, so it is difficult for me to answer that question, but you know,
for example, if I look at margins on a percentage basis for the last quarter and
I look at the three big bad guys that drove margins down, we had the exchange
rate at 1.1%, pricing at 1.5%, and the unusual receivables from the acquisition
at about 1.6%. So, as a result those were the three bad guys, you know, I know
that from a 5-year outlook I think that exchange rate outlooks we don't know,
and pricing I mean I would assume that we are not going to have it fall 5% every
year, otherwise we would all be in a lot of trouble.

MODERATOR: The next question comes from Mark Ragenbougan at the Ohio Teachers
Firm. Go ahead.

MARK: I wanted to followup on an earlier in the Q&A where you were just talking
about the fact that the US based players aren't really shelling up too much in
the bids that you competing on. I wanted to then talk about the Indian only
players, what type of pricing pressures they are putting on you folks, if you
exclude you know the bigger three, yourselves, Infosys and TCS, how much are
these other players causing you headaches as far as them driving down the prices
and what happens to these players in 18 months, as this things settle down, do
you see consolidation in those players or how do you think that will develop
please?

VIVEK: First of all I just like to clarify on not seeing the US based players. I
was talking about the offshore work. We do see them when we do things like
package implementation, the large Oracle implementation, or a larger SI
implementation, or if we were doing a system integration, competing for a system
integration project at onsite, so I think that in those kind of places we do see
them, but the specific you know the area that I was answering at that time was
relating to the offshore projects and so I wanted to make sure that don't
miscommunicate on that. But coming back to your question about Indian
competitors, I think that if you exclude the big guys, we are really not seeing
much competition from the mid tier guys. As things are happening, what we are
seeing is that customers are framing every contract as being a big contract, and
as a result their own selection process is dropping the mid tier guys out in
most

<PAGE>

instances. So, as a result in one or two cases we have actually seen a situation
where we have had one of the mid tier guys, but primarily it is almost always a
automatic entry into the finals for may be you know a Wipro, and a TCS, and a
Infosys, and big one more you know Cognizant or Satyam depending on you know
which industry you are in, and then it becomes a sort of break off as to which,
primarily two of those four would get into the final rates.

MODERATOR: Next question comes from the line of Nandita Parker from Carmen
Capitals. Please go ahead.

NANDITA PARKER: This question is for Raman. Raman, about a year ago, you had
said that your biggest fear in the BPO business is that the people start
behaving like it is already a commodity business. And I think that fear seems to
have played out in terms of two things, one is pricing and the other is
attrition or poaching, could you address that issue in terms of how you are
handling both of these and what your sense of the environment is?

RAMAN: Nandita, if you look at the results that we have declared for the last
quarter, we have shown a margin of 26% on about $14 million and that indicates
that we have been able to hold out on some of the pricing aspects, but yes you
are right our fears of people doing business at considerations other than purely
commercial, that is what we are seeing in the market place. Attrition and
poaching for some of these players, you go and get business at prices that
perhaps from our estimation do not necessarily make those kind of margins and
then you have to demonstrate competency and capability, a lot of which resides
in people other than processes technology and systems, and then you try to poach
and bring in some of the people thereby increasing your own costs and perhaps
the cost base for the industry. Visa concerns, how are we tackling it from the
perspective of Wipro Spectramind, we try not to enter into deals that are not
commercially viable. And, we have been up front and honest with customer or with
potential customers to say at these kinds of rates you may be getting quotes
from others but for us it is not commercially viable. We can't comment on the
business of others but for us it does not make sense. On poaching, we are trying
to work out various other ways to make a long-term carrier for our employees and
what we are already seeing is that a decrease in the attrition rate. If you look
at the attachments that you see as a part of our press release you see a decline
in the attrition rate. And again from the perspective now being a part of the
Wipro world for the last nine months, there is the traction of the brand; there
are growth opportunities now for our people, not only in Wipro Spectramind but
in the larger world of Wipro.

NANDITA PARKER: Right, thanks Raman. So, are these margins sustainable?

RAMAN: In our opinion, what we have said before is that long term the margin
will come down to somewhere between 18% and 22%-23% for the industry, though we
are very very surprised that some of the published results that we are

<PAGE>

seeing we are trying to understand that a little better. From Wipro Spectramind
perspective, we think somewhere in the region of 20% in the long term is
sustainable.

NANDITA PARKER: This is the net margin?

RAMAN: That is the net margin.

MODERATOR: The next question comes from the line of Girish Pai. Please go ahead.

GIRISH PAI: Yes, in the current environment where we are seeing a bit of
discontinuity in volume growth, I was just trying to understand what is your
pricing strategy. Are you seeing some of your larger peers dropping prices
dramatically and how are you countering it?

VIVEK: I assume you mean on the global IT services space and indeed what we are
seeing is that once you have consultants in there and once you have a very
rigorous formal purchasing process, you know, all our differentiating begins to
tend to fade away and even if there are only four competitors, just the fact
that two will make it, it means that it is a pretty aggressive competition. So,
I would say that we do see our pricing pressure in terms of people competing and
being willing to go up to a certain point. I think that in some sense the
pricing that we have seen over the last quarter and the quarter before that
already reflects some of that, but you know its a competitive game out there.

GIRISH PAI: And, do you have any threshold price beyond which you would not go
and get a contract, internally do you have any kind of target?

VIVEK: Certainly we do, and I think that the challenge really is trying to
differentiate between what the customer says is their volume and what we think
is the way that their volume is going to ramp, because we had situations where
customers have come in and not that they were misleading us deliberately, but
come in and say, you know, they expect to have this 600 FTE kind of a deal
within a year or two years and then once it get started, it goes so slow that it
looks like you know that 600 FTE will either reach in three years or we gonna
have to change something significantly. So, I think that what we are finding is
those kind of deals out there where you have to make a call more on the basis of
what do I think is a real realistic ramp up versus what customers are holding
out because many of the customers and the kinds of volume that they are talking
about are pretty high.

MODERATOR: Next, we go to ABN Amro to the line of Suraj Kini, please go ahead.

<PAGE>

SURAJ: Yeah, Sir, this is small question on what kind of pricing you are looking
at it for your top ten clients, so just to give an idea, what would be your
average price of these top ten clients compare to your overall average?

VIVEK: I don't have the data off the top of my head, but I am having everybody
in the room shake their heads so I guess we don't give that data out.

MALE PARTICIPANT: Okay, just to give some idea, would it be say 10% lower than
your average or no idea?

VIVEK: At this point, I can't give you number of the top ten, I think that if
you give a call later maybe we can give you an idea on that.

MALE PARTICIPANT: Okay, thanks a lot.

MODERATOR: And next, we go to the line of Amit Khurana of BSSN, please go ahead.

AMIT KHURANA: Yeah, just one clarification Vivek, you mentioned that the rupee
appreciating is of course a concern, now in your interaction with the clients
are we finding a receptivity on the part of clients to build in a mechanism in
the deal structure, wherein a rupee appreciation is kind of build into the
billing rate and a rupee depreciation because it benefits us we will pass on a
part of the benefit to them. Are those kinds of deals are being talked about in
the market place?

VIVEK: No, not right now. I think that if we had stared having this conversation
when the world was tilting in our favor, we might today be in that position, but
as things stand right now in a tough environment where most of our customers are
hurting, if we go to them and say our costs went up because exchange rate and we
would like to raise our prices, they are not being very receptive to that at
all. In terms of new customers again as I said, if you have a TPI or XYZ led
consulting led this thing chances are that the clauses are very much against
you. So, at this moment in time there is not a single customer in which we are I
would say engaged with a positive outlook that we would be able to get that
exchange rate benefit flow through. We would rather just focus on seeing if we
can get price and negotiate some sort of a price increase over three years.

AMIT KHURANA: Okay, final question Vivek. We will discuss the overall pricing
pressure because of client getting back to us and competitions were increasing.
Is it not a scenario where the industry structure has already shifted and now
the issue is more on defending margins rather than trying to increase them, has
the industry shift not already happened?

VIVEK: I guess I am trying to figure out I mean that's a characterization, and I
am trying to stay away from a general characterization as much as to say. If I
was to flip it around and say what would drive margins up and let's assume that
we

<PAGE>

continue to face the pressure of the appreciating rupee. I mean, to me there are
only two things that can drive margins up; one is pricing and the second is
operating efficiencies. Let me take the second one first, I think that we have a
little bit of head space in terms of utilization that can help. I think that
maybe we could do a little bit better in terms of more G&A or compact a little
bit on sales and marketing etc., but that would not move the meter that much.
So, really what comes down to is, you can maybe offset comp increases with
utilization, so net-net what you end up, we are just trying to figure out how
you neutralize pricing and you know how you use pricing to neutralize a rising
rupee, which means you have to get pricing to start going up. So, the margin
going up comes back to the pricing going up kind of an argument, and if you look
at pricing going up, I mean, the way I look at it is there are a couple or three
things that can help pricing. One is, if our mix begins to move away from
application management to application build, you know, when we build a new
application or a new system for someone, there is much more pressure on time to
market then there is on cost. On the other hand when we do an application
management where the customer is saying I have got a cost stream and I want to
move to India to get some cost savings, during pricing is paramount in their
minds because that is the fundamental reason why there are doing this. That
again leads to the fact that if you are going to expect more application build
business to drive up your pricing you have to wait for some semblance of an
upturn because the application build business is all discretionary, and this
just does not allow discretionary spend going on in today's environment. So,
that is one area and that links to the upturn, which you know who knows when
that's going to come. And the second area is that we have had limited success
since we are only 100 days into it in being able to cross sell into accounts
that we got as a result of acquisition of the AMS, energy and utility consulting
business, and to be able to do that at a pretty healthy price premium to where
we were before or where we are elsewhere. So, if we are able to get back going
with a significance of scale and maybe you know as we go through the next year
or two years and be able to build more acquisition and be able to drive that, I
think that is a second element of improvements in realizations that we can look
at. The third element is when we end up being in a situation where with our
customers this growth phase is now behind them and they go into a steady state.
At that point, we have the ability to go back and say I am not getting
incremental revenue, I would like to be able to get more pricing. The good news
or bad news depending on which way you look at it because that is a trade off,
is I think that refused a year ago because most of the customers were talking to
have an intention to raise their volumes not flatten them. So, that's kind of
where we are right now. Long answer, but I tried to be comprehensive.

AMIT KHURANA: Yeah, thanks a lot.

MODERATOR: Our next question comes from the line of Rahul Dhruv from Salomon
Smith Barney. Please go ahead.

<PAGE>

RAHUL: Yeah, hi. You know Mr. Premji actually mentioned early in the call that
there is short-term pain for long-term gains when it comes to acquisitions. Can
you just give us some idea in terms of where this whole AMS deal is? I mean, I
have heard Sudeep mentioning in the morning that there are lot of clients that
have come up because of this acquisition and how much work is already started
shifting offshore? When do you really see this benefiting in terms of great
revenues coming in etc.?

SUDEEP: We have got as I mentioned in the morning a number of clients with whom
we are now engaged. Now, these are all clients, which we have started billing in
the last you know six to eight weeks. The first part as always is work, which is
more of a consulting nature preparatory to what might be longer-term offshore
contracts, which will come down the line. So, I guess we will be seeing the
benefits of this after some more time and the good news is that the
conversations that we are currently having or the nature of work that we are
doing with all these inclined tradition are of a significantly higher level of
expertise and that promises to bring in work, which will be not only of high
volume but will be more sustainable with more elements of higher content of
work, so we should be able to realize the benefits of all this as we go forward.

RAHUL: Right Sir. I mean, at what stage are you in this whole cycle maybe it is
a three-quarter cycle or a four-quarter cycle that you really start getting the
benefit, where would you see?

SUDEEP: Well, I would guess two to three quarters.

RAHUL: Okay, my second question was on the exchange rate. You have seen the
average exchange rate decline by 2.5% sequentially this quarter as in your top
line growth in dollar terms was around 8.5 and in the rupee terms was around 6.5
something, so I mean, such a steep drop what is the reason for that?

SURESH: Well, last quarter, we had the advantage of you know pound being much
better compared to rupee and we had lost out only on dollar, but this quarter
that is the quarter ending March, we had hurt on all the fronts, all currencies.
So, I think that is the reason why it is higher than the earlier quarter.

RAHUL: Yeah, thank. One last question.

SURESH: Because you also get the impact of the translation.

RAHUL: Sorry.

SURESH: Because you also sort of get the adverse impact of the translation you
know the money that lies in the form of an advance, etc. etc. that is also to be
mark to market kind of thing.

<PAGE>

RAHUL: Vivek, actually you mentioned earlier that you know that there is a
threshold pricing that you have in terms of a level below which you will not go,
where do you see the current pricing vis-a-vis that threshold?

VIVEK: It is difficult to answer that question. I am struggling because as I
said its very linked to volume, so if somebody comes in and says that there is a
opportunity for us to take over a full application suite, our pricing is very
different from someone who says that I have got a particular you know one
application or like to do a pilot or can we start with this familiarity study,
etc. Really I mean literally at this time we are talking with customers in the
range anywhere from estimates of small project to people who say well I think I
can be at a run rate of $50 million in four quarters.

RAHUL: Right, and you internally have a model wherein I know anything above this
level would widely mean this pricing.

VIVEK: That's right.

RAHUL: And, you would not want to break that threshold ever.

VIVEK: That's right.

RAHUL: Okay.

VIVEK: I think that if you look at what's going on the pricing front, I mean,
its not like every customers coming at you. It is that the customers, I think I
mentioned in the morning as well, the customers that looking at being able to
give you incremental volumes are primarily the ones that are coming at you
asking for better pricing.

RAHUL: Sure, I had actually one more question. I will go after that. You
mentioned earlier that you know in the sales and marketing the investments have
been good, you will continue to do that on an absolute basis of course there
will be an increase, but do you think as a percentage of sales they could be
dropping off, I mean, you are not adding headcounts as you said earlier, do you
think they will spoil as a percentage sales or the trajectory of growth would be
slightly lower than the revenue trajectory.

VIVEK: Actually, I said that we will be adding head count of a different nature,
so I don't want to miscommunicate that because I am saying that we won't hire
you know field sales people but we would hire people of a more of an account
manager kind of a profile. So, we will be adding heads along that line, but in
terms of sales and marketing as a percentage of sales I am not sure I could give
you those specific guidance except to say that we plan to continue to invest in
the brand build and in the opportunity that we have as we stand right now. I am

<PAGE>

sorry, you are asking for specific answer, of course, I am giving you a vague
answer but that is all I can tell.

RAHUL: Right, this offshore ratio, I mean, you know there has been some turn
that some companies have actually seen. Of course, you had a most of the growth
coming in this quarter onsite, but are you seeing any signs of that happening
because you mentioned as that being one of the positives for margins going
forward. So, are you seeing any signs of that happening?

VIVEK: No, I think that the driver for the onsite growth is our package
implementation....

MODERATOR: We have lost contacts with India. We are going to try to call them
back right now. Please continue to hold while we reach India again.

RAHUL: Thanks Kim.

MODERATOR: Please continue to hold. Okay, we have reestablished contact with
them. You will be in the conference momentarily. Okay. We have reestablished
contacts with India and if you want to request yourself that last question, go
ahead.

VIVEK: Sure, you know, I had just finished a very articulate explanation, but I
guess I will start again. Basically, if you look at the things that are driving
the higher onsite ratio it is really is the package implementation business,
which tends to be more onsite, and also the infrastructure services business,
which particularly as we start a project tends to be more onsite. So, I would
say that it really is reflective of what I would call more project starts on the
infrastructure services side that anything that sustaining.

MODERATOR: If there are any further questions, now it is a time to press 1. Here
we have no one that is queuing up. So, it appears there are no further question.
Please, there was one more question. We go to the line of Rahul Dhruv from Smith
Barney.

RAHUL: Sorry, my earlier question was not totally answered. What I was basically
looking at is, I mean what you explained to me is why the onsite ratio is
higher? Are you seeing any signs of that coming back because actually in the
morning call you mentioned that application maintenance or application
management is increasing as a share of overall business, which would be very
offshore-centric, while what you just said is packaging limitation and seems
outsourcing is driving the onsite ratio. So, I mean, I am just trying to get the
direction of when would the ratio to offshore turn?

<PAGE>

VIVEK: I am sorry if I didn't answer your question fully, but yes we do expect
that our onsite ratio would drop in the sense you know in terms of being more
offshore centric. It is somewhat unusual on that infrastructure services field.

RAHUL: Sure. Thank you very much.

VIVEK: Okay.

MODERATOR: The next question comes from the line of Girish Pai. Please go ahead.

GIRISH PAI: Yeah. Vivek, you mentioned that the MNC the global service provider
are competing with you for some of the large contracts. I was just trying to
understand the win rate in those contracts. Do you see the global providers
walking away with most of the larger contracts or do you think the Indian ones
are holding their own?

VIVEK: It is tough to say because you know none of the deals where we had this
head-to-head competition; we have had a closure on yet. So, I think that the win
rate is a little early to talk about. You know I am thinking of the big deals
and they are all still talking.

GIRISH PAI: Okay, just one last question is on hiring of local people in the
respective geographies that you work in considering the controversy regarding HI
and L1 visas, what's your view on that? Do you see more hiring of locals
happening going forward and what do you think will be the implication on the
your cost structure?

VIVEK: I think that the hiring that we are doing right now is primarily through
the acquisition front, so we really have not hired organically. A lot of people
on the development side, except in Japan, where we built a 25 person onsite team
that acts as a sort of program management interface, I think that we clearly
would probably expect some mixed model but not in the immediate term. I think in
the immediate term the people we hire will continue to be of a consulting
variety either organically or inorganically. So, I don't see that as being a
significant driver in either direction.

GIRISH PAI: Thank you.

SURESH: May we have last question operator.

MODERATOR: Our last question is coming from Scott Ericsson with Imperial
Capital. Please, go ahead.

MALE PARTICIPANT: Yes, thank you. I had a few questions actually. Earlier in the
call you mentioned the reasons for the margin pressure, rupee appreciation and

<PAGE>

then also pricing pressure, but then later you said that the decline in the
gross margins from December quarter to the March quarter was rupee appreciation
and the change in the offshore and onsite mix. Can you just clarify that?

LAN: What we said was that the big reasons like Vivek said were these three, but
there were certain other factors like the other ones that kind of utilization
increase after certain amount of pricing pressure and certain things like that.
So, what we mentioned was a big three factors, which contributed to the decline
in the margin.

MALE PARTICIPANT: Okay, okay, I understand. Can you comment on any wage pressure
that you are seeing right now?

VIVEK: I think that what you are seeing is the wage pressure for the project
managers for the sort of mid tier and the very qualified if you will, not much
pressure at all in terms of the entry level or just at a programmer level, so we
are seeing a sort of the mid tier kind of managerial level and above having a
wage pressure and below where really the masses not as much at all.

MALE PARTICIPANT: Okay, and then can you give us a sense for what the margin
differential is between onsite and offshore?

MALE SPEAKER: Typically, on onsite projects, we have gross margins of
approximately around 30-35% and an offshore is about 50-55%.

MALE PARTICIPANT: Okay, alright, great.

VIVEK: Yeah, there is just one clarification. But in terms you know while the
percentages are different in terms of dollar per man month, it is relatively the
same.

MALE PARTICIPANT: Okay, alright. And then my last question was you know you
mentioned earlier what you thought that margins were longer term. What do you
think they are from an operating margin standpoint?

VIVEK: Actually, I don't think I said anything about long term net margins.

MALE PARTICIPANT: Okay, I thought there was a comment on long term margins you
can hold around 20%, you were just commenting on the industry mark as well, so I
am just curious as to where do you think operating margins for the industry go.

VIVEK: Yeah, I think that was a discussion we had in the context of the business
process outsourcing business and not on the IT services type of a business.

MALE PARTICIPANT: Okay.

<PAGE>

VIVEK: Do you want comment Raman on the operating margins? I think what he was
saying 20%, he was talking about operating margins because there are no taxes
and residual cash. It is PBIT, profit before interest and taxes. Yeah, not
EBIDTA, that he was talking about and that was on the business process
outsourcing.

MALE PARTICIPANT: Okay.

SURESH: And for the last quarter, in the March, they have posted at 26% EBIT.

MALE PARTICIPANT: Okay. Alright. Thank you.

MODERATOR: And, there are no further questions at this time, please continue.

MODERATOR: And, do you have any closing comment before we sign off.

SRIDHAR: Yeah, thank you very much. We have for your convenience digitized
replay starting at 12:45 p.m. and if you have any further questions, please feel
free to call me at 408-242-6285. Thank you.

MODERATOR: Ladies and gentlemen that does conclude our conference for today.
Thank you for your participation and for using HNT Executive Teleconference. You
may now disconnect.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>8
<FILENAME>f89435exv99w6.txt
<DESCRIPTION>EXHIBIT 99.6
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.06
                                      WIPRO
                               CNBC - VIDEO SHOOT
                                 APRIL 17, 2003

Male correspondent: Are we ready for the Wipro boardroom now? Remember we have
got Vivek Paul, Vice Chairman, Suresh Senapaty, Chief Financial Officer, and
Raman Roy of Spectramind joining us to take us through their numbers as they
have reported, so let us go across now and speak to the top management of Wipro.
We have discussed the number with you, so the numbers will keep coming on, let
us go across and talk to the Wipro top management now. Vivek, Suresh, good
morning, good to talk to you again, how are you guys?

Vivek: Doing well thanks. Good to see you.

Suresh: Hi, good morning.

Male correspondent: Hi, well there are two takers which of course, you have
delivered on your global IT guidance and have done better, 162 is what you
expected, you have done 167, but the profits even after factoring in that AMS
7.3 crore loss, seems well short of expectations, take us through the kind of
margin pressures, and what could have skewed your earnings in this quarter?

Vivek: This is Vivek, let me start with the top line first, as you mentioned
earlier, we did beat the guidance handily, 167 versus 162 guidance, and even on
the BPO business, we had $14 million versus $12 million guidance. I do want to
make one point which is quite interesting, which is that in the last year,
2002-2003, that we closed on March 31, 2003, we had an increase in billed man
month of 3900 man months, that is the highest ever. So, in a sense, you know,
what was supposed to be a down year, which was supposed to be a difficult year,
actually turned out to be one of our biggest growth. The highest growth before
this was 3000 man months in the year ending March 31, 2001. So, I thought that
was pretty interesting. I will talk a little bit more about the revenue line as
we come back, but coming back to the margins on the global technology side,
basically we had three factors that affected the margins. One was as you rightly
pointed out, the acquisition related costs. The second was that we continue to
see pricing pressure, particularly from existing customers, particularly as they
think about expanding substantially their outsourcing to India. And the third
was of course the rupee and dollar exchange rate. May be, Suresh you can add
color to overall Wipro perspective, what some of the pulls and pushes were.

Male correspondent: Yeah, Suresh we will just get back on the margins fronts
with you, Vivek, the one concern which the market has is that you are delivering
volume growth and revenue growth, but if look at your earning performance for
the last full year which has gone by, even if you add back what has happened on

<PAGE>

Wipro GE Medical System, your acquisition related costs, and add them back to
your earning per share, you are at best looking at a high single digit growth in
earnings, and if you factor those in fact there is no growth at all, in fact a
decline. Why is none of that top line growth that you are seeing translating
into your bottom line and will it happen this year at all?

Suresh: Let me, if you look at the, the three different things that have
happened in terms of on a yearly performance perspective, a) the Wipro GE which
would have at least explained for about a 4% swing in terms of what was given in
the last year to current year, because last year since the accounting standard
was not applicable it was not consolidated in the books of Wipro Limited, and
this year, it has been done for the first time, and there is a loss of about 37
crores at a net income level, which is our share of the pick up, and therefore
that has a swing of about 4%. And, then if you look at the discontinued business
of Wipro Net that we had in terms of the losses that we have presented in terms
of operating loss and a one-time sort of discontinued operation, that is about
another 3%. The combination of these explains about 6% to 7% of the decline.
And, the third factor was of course the tax, all of us know that the tax on the
software profits were introduced for one particular year, i.e. 2002-2003, and it
has now disappeared in the new budget. It wasn't there before. So, that is again
another one particular factor which has.., these three key issues have sort of
not given us the adequate growth that we would have expected....

Male correspondent: Suresh, that is precisely the point which I was making, even
if you add that 7% back and provide for tax, you are going to see a single
digit, at best a high single digit growth over last year, even if you factor in
what the points that you have made. Why would Wipro having grown at 28% on the
top line reports just about a 4% - 5% growth in bottom line having factored in
all the extraordinaries?

Suresh: Right, I think that particular flows from the fact that there is a
little bit of margin contraction so far as our global IT services business is
concerned. I mean, last year if you look at our operating margins were about
33%, and this year we will end about at 24% -26%. Now, if you look at the swing
that has happened in there, it is again, price pressure, as well as increase in
the SG&A, and the acquisition cost. Like we said, this particular year has been
a tough year, this particular year has been an year of investments, so that we
are able to deal with the.., going forward in terms of building up a good sales
and marketing force and also trying to, you know, transform our business from a
simple ADM business to much more value-added business.

Vivek: I can just add to that as well, you know, for those of us with long
memories, I remember almost exactly a year ago having almost exactly the same
discussion on the other side, which is, is Wipro hanging on to pricing and
letting volume go by? So, I think that ultimately it is our responsibility to
maintain that balance. And I think that if I look at the performance, as you
rightly pointed on

<PAGE>

the revenue side, we have had terrific, you know, if we look at that increase in
accounts, you know, 44 new accounts, 16 from the AMS acquisition. So, I think
that if you look at all the matrix, you know, the number of accounts greater
than $1 million going up, the number of accounts greater than $5 million going
up. So, I think what you see is that this is an environment where we truly have
the opportunity to break out of the mould, we have both in terms of the kinds of
scales of engagement we have with customers, as well as the kind of work that we
do. What that means in terms of possibility, I don't know what all the, you
know, the sort of pluses and minuses you have done on the overall numbers, but
what it does mean is that you got sort of three factors which you have got to
mitigate the volume. And, so I think that our challenge is how do we keep that
volume growing, how do we make sure that as we see signs of growth in term of
either the recovery that gives us more application build business that has a
higher profitability, how you improve mix, or we are able to see something like
a improvement on the rupee/dollar exchange rate, or we are able to see now a
sustained synergy that is arising from the acquisition, we should see some
benefits.

Male correspondent: Vivek, let me first come to the broader picture going
forward, you of course are in the US a lot of the times, tell us what is
happening on the ground level, we have heard everything from CTO saying there
are just not spending, forget about outsourcing; we are also hearing more of a
hostile environment for companies that go in for outsourcing, how realistic is
it then to expect your orders to or your present clients to really ramp up fast
enough?

Vivek: If you look at the revenue mix that we had for this quarter, the revenue
mix that we had for this quarter has really been around the existing customers.
So, typically, you know, we have something like 12% to 15% of our revenue come
from new customers, this year it has been 8%. So, what we are seeing is that
there is a growing interest on the part of existing customers to ramp up. So,
when you hear all this stuff about the IT side, that CIOs and CTOs are not
spending, the reality is that everyone of our customers as we pull them is only
substantially stepping up the level of investment they want to make. In
addition, they are pushing us, they are saying, can you do this, you know, I buy
this from a big 5, or I buy this kind of service from somebody else, can you
provide me with that service, and that is why I think acquisitions are critical
part of our goal because, you know, it is not that we want to have 1000s and
1000s of consultations when if we can start with base of 90-100, we can then
drag through and pull through a whole amount. So, I think on the IT side, we
continue to be generally bullish in terms of the fact that we will see more
spending and there will be more interest in India. If you look at the R&D
services side, you know, we continue to see signs of revival, I don't think that
we can say today that downturn is over yet completely. Good news is, we have
seen growth, we have seen growth in terms of revenues, growth in terms of billed
man months on both our embedded systems as well as telecom business. So, I would
say that the outlook on the technology side continues to be one where you want
to be a little

<PAGE>

bit more cautious. On the IT side, there is just no doubt that customers are
wanting more, not just in terms of overall volumes, but in terms of the kinds of
services delivered, and the same thing will hold good for the BPO too.

Male correspondent: Vivek, tell us how realistic is the sweat of the fact that
is India is such an attractive outsourcing destination, many of your clients are
starting to set up their own bases, your global competitor whether it is EDS,
Accenture, or many of the others competitors, they are actually offering very
aggressive pricing out of India. Now we have been asking that for few quarters,
the usual answer is, you know, don't worry about it, they are not going to get
there. But now it seems to be getting to a push stage, how are you competing
with that, clients coming in themselves or using some of their global
affiliations to work out of India?

Vivek: Well, I think that what you are seeing is two different elements again
here. On the R&D services side, when we have a large customer set up development
centers in India, as they do that, we continue to see growth, in the sense that,
when they grow their development centers they also grow the outsourcing
relationships. So, the result I think that what we are seeing is, it is not
cannibalizing us in terms of volume, what we are seeing though is that as
customers build centers up to certain scale and get a sense of what their total
all in all costs are, that is putting pressure on the pricing that they are
allowing us to make. And as a result, if you look at our overall pricing over
the last quarter, our pricing has been more under pressure on the R&D side than
on the IT side. Once again, R&D, you know, just to back up a little bit, used to
be 58% of our total revenue stream, it is now only 37% of the mix as a result of
a differential growth in IT versus R&D. So, I think on that front, we feel
volume downside is perhaps not so much, but pricing pressure we continue to have
to manage. On the IT side, as we are seeing the global companies come in and put
centers here, we have seen them go out being very aggressive on pricing, but
only in very large accounts where they feel they can get a large chunk of
business to get started. So, as a result we haven't seen that modular market
fully yet, but we keep our eye out and we make sure that as we go into
competition with them, we have the capability no just to be able to address the
India story, but also to be able to address the consulting, the higher
capability story, and that is why we have done these acquisitions. You know, if
I can just take a little break here, I mean, if you look at the acquisition
side, you know, what we have seen is some pretty good integration progress in
Wipro. If you look at AMS, we have transferred every single customer that
existed in AMS, every single employee, and have already got six accounts of AMS
where we have got cross penetration. If we look at on the BPO side, the
Spectramind business we bought almost a year ago, we are seeing now something
like 10% of the revenue, 20% of their customer base are 75....

Male correspondent: Vivek, let me just interrupt you here, we will of course
continue to discuss this with you and Vivek, Suresh, please stay with us. We

<PAGE>

need to take a quick break; we will get back of course with Vivek Paul and with
Suresh Senapaty from Wipro and discuss the results and their future. Let us stay
with us.

Male correspondent: Welcome back, you are watching morning call on CNBC India.
We are in discussion with the Wipro top management, Vivek Paul, Vice Chairman at
Wipro, and Suresh Senapaty, Chief Financial Officer and Corporate Executive Vice
President Finance with us. Just to recap the numbers for those of you who have
joined in late, Wipro has delivered $167 million in global IT revenues of this
quarter that is ahead of their guidance of $162 million, they have projected
$172 million for their next quarter, which implies a growth of about 3%
quarter-on-quarter for the next quarter. That is the only guidance that they
have held out so far. On the profits they have come up with 225 crores, that is
short of street expectations, but that builds in a 7.3 crores loss from the
energy division of AMS and that needs to be factored in, having said that there
are margin and billing pressures that they have spoken about for this quarter.
Let us get back to our discussion with the top management. Suresh let me start
with you on the margin picture, you said last year, you had a margin of 33%,
this year that has been whittled down to around 24.6%, now how much of the
margin decline that had to come has already come in, from these levels what kind
of shrinkage can you project for the next year, do you think the margins could
go down below 20%?

Suresh: You know actually 24.6% was for the quarter, for the whole year if you
say it was about 28%. Now going forward I think we have not come out with the
number as yet, but as you know rupee continues to appreciate and may be it will
continue to do so for the next two-three quarters, and like we said that last
quarter on the pricing front we were little hedged because we had got with
acquisition, which is primarily onsite and takes on that perspective the decline
was not showing up, but if you look at some of the like say earlier mentioned we
have reached to some of the impacts will now be felt so far as Q1 and Q2 is
concerned, so we will get some flow of that, and like we said that we will
continue to be investing in the sales and marketing, so you will have some
impact of that, of course we have scope for improving on the utilization front,
we have scope for increasing on the offshore, but it perhaps does not happen
overnight, it has to be a process when you are building newer and newer
practices. So, it is difficult to come to a precise numbers, definitely it will
not go below 20, but not possible to give a specific number like these are the
some of the factors depending on them how they settle, the numbers will flow.

Male correspondent: Okay Suresh, you are saying the margin pressures will/might
continue to be challenging though you will not dip below 20% of the operating
margin front. Vivek, you have not said too much in terms of guidance, you have
said $172 million for global IT in the next quarter, what are we looking at for
Wipro for the full year, you did not give specific guidance, you did not give
last year, but you did say you will grow higher than industry, this year what
are

<PAGE>

you saying, the same kind of picture, good volume growth, but again very very
muted margin or profitability growth?

Vivek: Well you know, as you rightly point out, we don't really give guidance
for the full year on operating margins. I think that what we have said last year
we can continue to say which is we will continue to grow ahead of the industry.
I think that if you characterize what the year is gonna look like, we believe it
will be another year like we had last year of volume led growth. So, I think
that we will continue to have volume growth. I also think it is a
transformational year for two things, one is that we have continue to develop
our capability organically and inorganically to be able to build that consulting
capability to be able to offer more kinds of services so that we can be more
head to head player against the big 5. And also many many of the customers are
gonna look at rapidly scaling up their India outsourcing, and we have to be in a
good position to scale that, so once again I would say volume led year.

Male correspondent: Suresh, what we are doing really to head yourself against
the kind of rupee appreciation we have seen. There of course news reports now
that companies are talking about rupee rate contracts. Is that something you
have looked at?

Suresh: Well, as you know we have been you know following this strategy of
hedging dollar for fairly many number of years and we will continue with that,
of course the kind of forecast that is coming out, though nobody can be precise
in the short term rupee is going to continue to be appreciating, but when
normalcy restores both whether it is a developed country or a developing country
typically you will have differential GDP growth, differential inflation rate and
therefore mathematically that has to be balanced in terms of a steady rupee
depreciation, but it may be another three-four quarters to come, one I am not an
expert on that to be able to comment, but given this particular short term
situation, we will have to be able to live on sort of depend upon our hedging
strategy, we will mitigate that particular downfall.

Male correspondent: Vivek, let me just go through some of the growth in plans we
have had; you had said customers with annual revenue of over $1 million
increased to 96 from 82, $5 million to 27 from 23; walk us through if you could,
how many of these $5 million customers now ramp up to the next level in the next
quarter or two quarters and how many of these $1 million customers move into the
$5 million category?

Vivek: If I may just give a slightly different set of numbers. If you look at
the total number of customers greater than $1 million, we went from 99 in the
quarter ended December to 112 for the quarter ended March of which six were from
the AMS acquisition, and the remaining seven were from the Wipro Technologies
organic. So, if you look at these customers, I mean fundamentally what you are
realizing is you have an enormous opportunity to keep growing them.

<PAGE>

I wish I could tell you customer by customer what we are targeting as growth
because clearly that I can't because that would be a violation of our
confidentiality agreement with them, but if you look at virtually every single
one of those customers that sit in our top 10 list, or that sit in our greater
than 5 million dollar list, every one of them has come back and said only that
they want to do more, more with India, more with Wipro. So, as I said, you know,
from the customer appetite perspective, we are not seeing any cause for concern
at this point.

Male correspondent: Alright, Vivek stay with us, Suresh, thanks very much for
joining us, of course Raman Roy, Chairman and Managing Director of Wipro
Spectramind will be joining us to walk us through. So, we will be back with
Vivek Paul and with Raman Roy, when we come back after the break, stay with us.

Now let us get back to the Wipro boardroom, Vivek Paul and Raman Roy still with
us. Raman good morning, thanks very much for joining in, you done $14 million
that was in this quarter which is higher than guidance, you have guided $16
million for the next quarter, has the picture changed since we last spoke to
you?

Raman: Good morning. Yes we have had a great quarter, we see a lot of traction
with our customers, we have a very healthy pipeline, and we see lots of business
coming in as we go forward, and that is why we have guided 16, we were able to
do a little over 14 for this quarter and we are very delighted. What we are more
delighted about is the fact that we did over 14 at 26% margin, and we see that
as a huge positive for us.

Male correspondent: Raman 26% margins in this kind of an environment, has there
been any improvement in pricing in this quarter, take us through the pricing
picture first?

Raman: Pricing pressures are a realty, there is a lot of pressure from the
existing customers, the new customers, there are opportunities sitting at in the
market place, some of which we did not think were commercially viable for us. We
think it has to be a win-win, a win for the customer for them to get the pricing
out of India based on the cost structure out of India, but simultaneously we
think Wipro Spectramind has a right to make some margin on it, and we will go
for deals that are commercially viable for us.

Male correspondent: Well, very quickly, Raman, I just wanted to ask you that you
have added three more clients where you have signed a letter of intent, tell us
more than just the revenues, how is the quality of the BPO work that you are
doing changing, are you doing more high end work, are you doing more mission
critical work that you can build, operate and transfer so to speak to your
clients?

<PAGE>

Raman: High is a relative term depending on what you compare it with the low,
but what we are seeing is that we are doing a lot of work that is critical for
our customers, that is mission critical, we are servicing their customers, we
are doing a lot of back end work that is critical for them to be able to meet
their revenues. Do we see an improvement, yes, particularly for our existing
customers, we see an improvement going up the value chain as we call it, while
the newer customers still continue to come at the lower end, they have to build
the comfort and confidence in India, they have to build the comfort and
confidence that it can be done remotely before they start going up the value
chain.

Male correspondent: Well, Raman we will just get back to you in a second, the
markets have opened, so I will just give out the opening rates before getting
back to you. 3000 is where the sensex has opened, and technology is taking it on
the chin this morning, Infosys is down 135 rupees straight away, bagged down to
2891, Satyam is down 9.5 rupees at 148, so looks like the ghost has come back to
haunt technology this morning, 175 down now Infosys, I still don't have an
opening rate on Wipro on my screen, but the old economy is looking weak as well,
the sensex is down below 3000 as we speak, and Wipro is down 12% at 849 We have
got used to this kind of chopping as on the day of the numbers, but looks like
the stock is selling off immediately as the markets have opened, the opening
rate certainly indicates that is selling off, it is down 12% at 849, and most of
the techs are down deep in the red, Mastek, Satyam, Infosys, and Wipro of
course, which is down to 840 now, has sold off, and that is striking down
sentiment once again, 2990 is where the sensex is, 1.4% down, the markets have
clearly opened in the red, even old economy is not looking too hot, and that is
why the markets have found no support, you have seen the autos, the cement
stocks, Reliance, State bank of India, even Hindustan Lever is bagged down to
145, so it is not looking like a pretty picture at all out there, and tech of
course is sliding as we speak, so we have bagged down to 2988, down 1.5%, but
the sector which is leading the slide this morning is technology once again.
Nothing like what we saw after the Infosys numbers, but you could argue that
most of that has been factored in already. There you see Infosys down 180, that
is 6%, Wipro is down 12% at 850, just about stabilizing there, and Satyam is
also sold off, 114 rupees down Wipro, 11 rupees down Satyam at 146, 200 rupees
down Infosys now at 2830, and Digital is down 25 at 504. This is a nervous
market at least on opening bell we are well below 3000, and technology is just
about selling off. We have still got a few minutes with the Wipro management,
Ashu take over where you left off.

Male correspondent: Well, I was just gonna come down to Vivek. Vivek, basically,
the concern that most analysts have now is that for Wipro now to get better
numbers, they will have to make a few acquisitions out there, obviously you will
not comment any specific acquisition, but are you looking at it?

Vivek: Well certainly, I think that first of all acquisitions should not be
essential, I think that they are a good, but you know, nice to have but not need
to have,

<PAGE>

because it is difficult essential end up doing bad deals. So, I think our
discipline in terms of only doing good deals continues to hold. I was saying
earlier that we have had a pretty good success in terms of integrating
acquisitions whether it is Wipro Spectramind or whether it is the AMS utility
division. So, I think given that our level of confidence is good, we continue to
be in active discussions, at the same time we continue to have high standards.
So, I would say you know watch this part for more news.

Male correspondent: Alright, let us just get something in on your billing rates
Vivek, offshore for the last one year you have taken a hit of around 10.6% in
your billing rates, onsite is actually a little better, you have done about 4
odd percent down, how much more downward pressure do you see Vivek in these
rates?

Vivek: I think that you know what we see is that as I said earlier, you have two
kinds of issues relating to these rates, one is the kind of work that you do,
and as you look at doing more application management work versus application
billed work, I think you continue to see pressure on the mix mixing down because
essentially for an application manage customers are willing to pay a lower price
only than on the application bill where time to market may be more important.
So, I think on the mix side of the equation we are continuing to see
deterioration in the downturn, as most of the application-billed stuff is
discretionary. That is one element. If you look at the pure kind of year-on-year
pricing, as you talk to customers, our customers are coming back, they are
coming back with holding out a larger volume, but at the same time coming back
at us with the much more disciplined purchasing process than they used to have,
they are hiring consultants, they are doing multiple bay costs, and really at
that point it creates much more pressure. So, my view is that what we are going
to see is if we do get an upturn and who know when that will happen, we will see
some improvement in the mix, but in the meantime what we have to do is make sure
we walk that balance between price and volume, and as I said earlier a year ago
people were saying are we giving up volume to get price, today we are saying are
we giving up price to get volume, it really is our responsibility to walk that
balance. This is the time to grow; this is the time to grow at the expense of
our international competition.

Male correspondent: Okay Vivek, on that note we will thank you Vivek, Raman,
thanks very much for joining in.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.7
<SEQUENCE>9
<FILENAME>f89435exv99w7.txt
<DESCRIPTION>EXHIBIT 99.7
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.07
                                      WIPRO
                                BBC RADIO LONDON
                                 APRIL 17, 2003

Male correspondent: Mr. Senapathy.

Suresh: Yes, please, speaking.

Male correspondent: Hello, this is Chris at the BBC in London.

Suresh: Hi Chris, how are you?

Male correspondent: Hi. I am good, are you okay yourself?

Suresh: Yes, I am fine, thank you.

Male correspondent: Excellent. Can you recall just for a couple of minutes about
the results?

Suresh: Absolutely.

Male correspondent: Okay. Hold the line for one second Sir.

Suresh: Sure.

Male correspondent: Okay, I believe you can hear me all right.

Suresh: Right.

Male correspondent: Okay. I will ask you to speak nice and clearly because the
line is not very good. Could I ask you to introduce yourself, give me your name
and your official title.

Suresh: That's right. I am Suresh Senapathy, CFO Wipro India.

Male correspondent: Okay. Now, we have the results just out. At first, we think
they don't seem to be good news. How would you describe the results that you
published today?

Suresh: Well, you know, you should see that in a year of major discontinuity in
the IT services market, we continued on our path towards our vision of global
top 10 IT service providers. We had three distinctive achievements. On the
acquisition front, we completed three acquisition, successfully integrated 3000
people, retained 100% of the customers, and saw revenue synergies coming
through. Today, if you look at Wipro customers account, 20% of the customer

<PAGE>

base in Wipro Spectramind, and around 10% of the revenue. In energy and utility
consulting practice, which we acquired from AMS, we are beginning to see revenue
synergy coming through in the first quarter of integration. Similarly, if you
look at on the organic front, our enterprise business grew 51% year on year to
$357 million. We commissioned the first global command center in India to remote
manage over 110 locations in UK, concluded three quality consulting assignments,
and won many deals in financial services like LEHMAN. On the operational front,
we added over 3000 members in team Wipro and had the highest historical growth
rate in man months billed. So, to summarize, we had a smooth ride on a rough
road and wait to accelerate on the free way.

Male correspondent: Okay. Let's just talk about the profit margins, because they
are obviously crucial. You have seen revenue grow 33%, the profit dropped 5%.
Can you promise your investors that it is only a short-term phenomenon?

Suresh: Well, yes, we said that last year was an year of investment so far as
sales and marketing expenses are concerned, it is an investment so far as
acquisitions are concerned because it take you quarters for you to leverage on
the synergies of those acquisition. On the Spectramind, which is about a year
old now in terms of acquisition, we are seeing tremendous synergies and
achievements and we are seeing the distinctive results of the Spectramind. On
the latest acquisition we did last quarter, we had to take about Rs. 70 million
of loss because of the lock-in bonuses that had to be paid, and which will not
have that much of an impact going forward. But, rupee continued to appreciate.
Then, we will continue to invest in sales and marketing, and there will be
continuing to be little bit of pricing pressure in terms of the commitment that
has been made, but there is scope for us to go up in terms of utilization. We
will make much more India hours to get on to the accelerated synergy. So, in the
short term, there will be some softness in Wipro margins. But, going forward, we
hope it will recoup fast enough. And, another extraordinary thing that happened
so far as 2002-2003 is concerned, we had a loss of about Rs. 370 million as a
49% share of our investment in Wipro GE Medical System, a joint venture we have
in the medical equipment business. It had always had a track record of profits,
but last year for variety of reasons, we had a loss, and we will be quickly
taking steps to end this current fiscal and exit with a profitable turn around
there in that particular business. Also, if you remember, we had done a
discontinuance of an ISP business, we got a swing of about 3% on account of net
income on that front, which will not be there in this particular financial year.
And, the third thing was taxation, the government for one particular year, that
is last fiscal, had levied tax on software services exports, which has
disappeared in this particular budget. So, you will see the improvement of that.
So, net to net, there were certain cost structure which will not be there this
time, but there will be softness in the short term, but we hope it will recovery
fast enough.

Male correspondent: Let's talk briefly and finally about that issue of price
pressure because you are in a market where it is quite hard to define kind of

<PAGE>

bottom levels of prices. Is the pricing war begun, are you in a pricing war, and
can you see it ending?

Suresh: Well, if you see the kind of services that we offer, there are some ADM
services which are becoming more and more commoditized, which is application
development maintenance and there are certain other services like, whether it is
enterprise applications or it is total outsourcing or system integration, these
are the services and infrastructure support services are higher services where
the pricing pressures are low. So our endeavor is to get into more and more
growth in the high-end services as a result of which we will be able to hold on
to the pricing pressure. But today, so far as the ADM business are concerned,
there are pressures, some of them have been committed to, the impact of that
will be felt in the next two quarters, and overall our objective would be to try
and mitigate by going up the value chain.

Male correspondent: Thank you very much for your time Sir. I very much
appreciate your help.

Suresh: My pleasure. Good bye.

Male correspondent: Thank you. Have a good day.

Suresh: Thank you.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.8
<SEQUENCE>10
<FILENAME>f89435exv99w8.txt
<DESCRIPTION>EXHIBIT 99.8
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.08
                                      WIPRO
                                   NDTV VIVEK
                                 APRIL 17, 2003

Female correspondent: Mr. Vivek can you hear us.

Vivek: Yes, I can.

Female correspondent: Going to get reactions on Wipro having just released it's
quarterly results which are below market expectation. Vivek Paul is Vice
Chairman. Mr. Vivek Paul, what exactly do you see the IT sector having to watch
at this point?

Vivek: I think that what we are seeing is a characterization that can best be
said as let us say, a volume led growth. I think that the market is digesting
two factors as we said, one is that margins were under pressure based on three
topics which was acquisition costs that we had this quarter, plus pricing
pressures, plus the rising exchange rate of the dollar/rupee. On the other hand
what we did also indicate is that we continue to see good growth. The last year
was the highest ever growth year in billed man months that we have ever had. So
in some sense, this was a boom, and hopefully there will be more to come. So, I
think that the key message was volume led growth.

Female correspondent: And Mr. Paul, why are the margins under such pressure?

Vivek: As I mentioned earlier, three factors, pricing, exchange rate, and some
of the unusual costs we had relating to the acquisition of the AMS Energy and
Utility division.

Female correspondent: If we are seeing this in companies like Wipro and Infosys,
what does it mean, what is it reflecting in terms of the market looking at old
economy?

Vivek: Well, I think that, you know, if you look at the old economy stocks, you
know, I can't really say that much about them, as much as to say that my own
perception is that the growth opportunity that we have as a company that is only
beginning to emerge as a globally competitive player, that has a large global
market to cater, that the size of pie that we can go after is fairly
substantial.

Female correspondent: Mr. Paul, obviously this IT sector is in a downturn across
the world, now is that a pattern that we are seeing because of the nature of the
industry?

Vivek: I think that clearly technology businesses around the world have taken a
re-rating in terms of the outlook, and so far we have been able to escape

<PAGE>

unscathed, that is we have been able to manage both growth in revenues and
growth in margins. I think that right now, we continue to be able to drive
growth in revenues, which frankly many of the global technology companies would
give their eyeteeth for. But the margins are under pressure. We cannot escape
that and we have been pretty up front about it earlier and continue to say that
while that is indeed the case, the growth canvas ahead of us continues to be
robust.

Female correspondent: And, very quickly, just before.., the future in BPO
business is only now?

Vivek: Sorry, I didn't get that question.

Female correspondent: Is the future in the BPO business only now?

Vivek: Oh no. I think that IT will continue to have strong growth, and business
process outsourcing like every new thing that you start, you know, it is going
to have growth because that is the characteristic of every new service. I think
even if you look at IT outsourcing, the ability to be able to add new service
lines, the ability to be able to add consulting, penetrate customers deeper, go
after more and more of the global market, I mean the, you know, the opportunity
is big. This is the time to grow.

Female correspondent: Thank you so much for all the details.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.9
<SEQUENCE>11
<FILENAME>f89435exv99w9.txt
<DESCRIPTION>EXHIBIT 99.9
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.09
                                      WIPRO
                                    BLOOMBERG
                                 APRIL 17, 2003

Male correspondent: Hello, is it Mr. Paul?

Vivek: Yes it is.

Male correspondent: Oh hi, hello. Let me just put you through .. you declared
your results today right.

Vivek: Sure.

Male correspondent: Okay, hold a second.

Lady participant: Alright, thanks very much. Wipro, India's second largest
software services company declared its annual results today, with a dip in net
profit by about 5%. Tell us are you disappointed by these numbers?

Vivek: Well clearly I think that this is what was lined with the internal
expectations. We are not happy to see earnings decline, but as you pointed out,
the chief factors contributing to that have been the adverse exchange rate
combined with a one time hit on acquisition cost as well as write offs we had to
take in our GE joint venture, Wipro-GE Medical Systems.

Lady participant: Going ahead, what are you seeing for the next business year?

Vivek: We give outlooks quarter by quarter and we continue to drive growth for
the next quarter. If you look at our overall growth profile, we had the last
quarter revenue growth of about 28%, what we are finding is that in a difficult
global economic environment we continue to see making good progress on the
revenue line in terms of gaining share and being able to bring more of the
offshore development services to more customers; however, in the face of the
economic decline, pricing pressures, and of course this rise in rupee continue
to create pressure on the margins.

Lady participant: what are the reasons for this decline, do you see any
indications as far as technology budgets go, are they expanding?

Vivek: I think that from our perspective, the way we view the technology
budgets, they are expanding, virtually every CIO who we speak with continues to
want to do more development in global delivery models, which benefit us. So, I
think that the technology spending budgets from our view point are continuing to
be strong, however, because many of these are spending patterns are coming

<PAGE>

specifically for the purpose of cost reduction, the pressure on pricing
continues to be strong.

Lady participant: The pressure of pricing there you said that you are expecting
$172 million in the next quarter, the pressure on pricing that you have
mentioned ...one way to beat it is cut the prices with locally developed
software by companies like Wipro, do you see this happening?

Vivek: Well, I think that as I mentioned earlier, the volume increases are
substantial. In the last year in terms of billed man months, we had the highest
growth ever, ever, so what that means is that for us the last year was the
biggest boom year despite a global downturn. So, I think that as I mentioned
earlier, in this environment we continue to see a rising growing interest in
getting software developed by companies like Wipro.

Lady participant: Thank you for your time.

Vivek: My pleasure.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.10
<SEQUENCE>12
<FILENAME>f89435exv99w10.txt
<DESCRIPTION>EXHIBIT 99.10
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.10
                                      WIPRO
                               DOW JONES TELEPHONE
                                 APRIL 17, 2003

Vivek: Hello.

Male Participant: Hello Vivek this is Uday Khandeparkar from Dow Jones
Newswires here.

Vivek: Hi there, how are you?

Male Participant: This must have been a very hectic morning for you.

Vivek: Yes, it was, but they always are.

Male Participant: Thanks for giving me this time slot to speak with you.

Vivek: No problems.

Male Participant: Okay, I will start with the main issue causing concern in the
markets. First of all, the operating margins, they've fallen steadily through
the last fiscal year, what is your prediction, how much further could they fall
during the current financial year.

Vivek: Well, I think that, you know, the way that we have been looking at the
world is to not look at it in terms of percentages, but in terms of dollars, and
what we saw over the last year was really an opportunity for substantial growth.
If we look at the billed man months growth that we had in the last year, year
ended March 31, that was more than we have ever had before. So, it really was a
year where we felt that in a sense it was an opportunity for us to be able to do
some good growth, and I think what we have seen is that. Alongside with that
what we have seen from the margin perspective obviously is the pricing pressure,
that is one of the, rupee exchange rate going the wrong way. Now, if we look at
those two factors and we project them out, I think that as far as the exchange
rate is concerned, frankly that is anybody's guess. I am not sure I could
comment to you as to what, you know, what the future holds for that. But if you
look at on the pricing pressure, we think that pricing pressure as defined by
customer expecting more for less will continue, but the two things that we can
use to offset them are, one is better mix of more application build business
versus application manage. When application manage business comes, it comes
focussed on cost reduction and therefore it is very price sensitive. Application
billed has a time to market element to it, and that in turn is something that
allows us to be able to get a little bit better yield. So, that is one thing,
which is getting the mix of the business going. And, the second thing is being
in an environment where customers do ramp up to the levels that they have said
they would, which is in someway what

<PAGE>

is driving this price reduction that we are then able to get some pricing
leverage, although frankly I think that it will take an uptake for this to
happen. The third level by the way which I should mention is that, we have been
successful when we made acquisitions like the AMS one to be able to successfully
cross sell and be able to sell some of our services into their accounts at price
points that generally closer to theirs than ours. Of course, that story is very
short, it has only been 100 days since we bought AMS, and it is very small right
now, but that is another lever.

Male Participant: Just to clarify when you say that, you know, you made an
increase by so many man days or man hours whatever, what you are saying is that
you have sacrificed margins to grow volumes, which is the way the business is
headed, is that correct?

Vivek: No, I would not say that we are sacrificing margins to grow volume,
because in some ways that appears to indicate that, you know, we are saying
that, you know, we are not terribly concerned about margins, which is not true.
I think the way that we are looking at it is, when customers are coming to us
and saying, we would like to be able to grow our relationship with you, and in
return I am expecting a better price, we have generally made it sort of price
volume match and figured out what we see as the overall kind of dollar growth,
and focussed on that more than anything else.

Male Participant: So eventually it would come to a level, a certain percentage
after which you will not go down. To what extent are you willing to go down on
margins?

Vivek: Well, obviously we have guidelines as to how low we can go.

Male Participant: Okay. A question on your contract with 186k which is worth $70
million, I think about $34 million worth of work was still pending, is that
contract still with you?

Vivek: Well, you know, as we have said that the new owners would make an
independent decision, they have not, yet. So, as things stand right now, our
agreement with 186K is terminated and finished. The new owners may decide to use
that infrastructure, if they do, they will need somebody to maintain it, in
which case they will call on us because we are the most natural party, but they
have not made that decision, or made any decision for that matter.

Male Participant: Is that decision likely in this quarter?

Vivek: Don't know yet, I mean, fundamentally, even if the decision goes forward,
I don't want to have you misunderstand that we have $34 million execution this
quarter because it is basically now in manage mode, which means it is, over the
several years it will go into a steady state of revenue, but you know, we don't

<PAGE>

know when they will make that decision or what decision they will make because
they appear to be in no hurry.

Male Participant: In terms of revenue growth rate, what you are looking for in
this year, like you know, with the business, with new acquisitions and
restructuring and things happening, doesn't that mean that volumes will grow
substantially this year?

Vivek: I think that it is very difficult for me to answer that question because
we haven't given any guidance for the full year.

Male Participant: Yeah, I was coming to your outlook for the first quarter, I
mean, because it is just 3% on-quarter growth in global IT services, how do you
view that?

Vivek: Well I think that, you know, what we are seeing is a unique situation
where if we take a look at our long term prospect, they look and feel great
because I think more and more companies want our services, everything looks like
it is headed in the right direction. On the other hand, if we look at the short
term, the short term is very uncertain because companies are still not sure
exactly when and how fast they will ramp up. So, as a result, the ramp up
haven't been at the speed at which we would have liked to have seen them, which
is why even last quarter when we were calling the quarter, we only called 162
million even though we had hired a 1300 the quarter before because there were
still a lot of uncertainty around the speed with which they would ramp.

Male Participant: What is the reason for the uncertainty that customers have?

Vivek: Just their own, you know, their economic situation, you know, in terms of
do I do it this week, do I do it a month later, what is the employee
sensitivity, etc. And the problem is that there is no shelf life, so a second
un-billed is a second lost forever.

Male Participant: When you talk about employee sensitivity, are you talking
about the protectionist tendencies in western countries, is that what you are
referring to?

Vivek: True. You know, so, essentially they need to bring their employees on
board, or they may decide that while this function, you know, let me do this a
little bit later, let me have that review later. So, what I am saying is that,
that whole transition process goes through multiple changes as they try to
figure out what they are going to do as their economic environment change, etc,
etc.

Male Participant: Your fourth quarter profits were impacted by a loss in your
energy practice? Is it still losing money?

<PAGE>

Vivek: No, that was, you know, we were accruing expenses relating to the
retention bonuses that we are paying out, and I think that a big chunk of that
was a 100-day bonus which is over now. So, I think, which was 90 days accrued
for the last quarter and only 10 days for this quarter. So, that is over now.

Male Participant: So the energy practice is doing well now?

Vivek: Sure.

Male Participant: Vivek, just one question, on profit margins, do you think at
all there is a possibility that we might this year come back to levels which, or
this year there could be some easing of pressures. And, secondly, I mean, to
what extent do you think the prices could fall, can it stabilize at current
levels, or do you think the pressure still continues?

Vivek: I think that first of all, you know, probably the best way to answer that
question is to look at what could drive upside in pricing, and as I mentioned
earlier, there are basically three, two of which I think are economic
environment related, which is our ability to improve the mix of business, our
ability to have ramped up and therefore have more stability, which allows us to
get more pricing leverage in terms of, you know, now that the customers reach
the ramp that they wanted to, we can then go back and say we would like higher
price, and the third is the ability that we might have in terms of being able to
after we make acquisition get pricing closer to the acquired companies than
ours. And, I think, on the first one I think it is economic linked which is, if
there is an uptake, people will do more build rather than manage because build
is discretionary and right now they are not doing discretionary. If I look at
the second one, hopefully, that will happen sometime in the next 9 to 10 months
as companies do ramp up because all of them are talking very aggressively about
ramping up. And, on the third one, which is acquisitions, I think that that is
something we need to keep pushing. So, I would say that all those are, you know,
I don't think that we are going to see pricing, you know, big pricing upsides
for a little while.

Male Participant: On Spectramind Vivek, I have a question. You have made a
revenue projection of $16 million, how would you describe it, would you describe
it as competitive or upbeat, what sort of, how do you look at that, from $14
million?

Vivek: Yeah, you know, we try to be as realistic as we can in our guidance. So,
we try not to, you know, consciously sand bag air or anything. So, even last
quarter when we made the 162 guidance or the 12 guidance that really was our
best call at that time. Now, we were fortunate to have good upsides and we were
able to show higher numbers on both the IT as well as the BPO sides. But, I
think that the same thing holds true for this quarter's revenue forecasts as
well.

<PAGE>

Male Participant: How is Wipro going to take on the competition which is coming
from global IT firms setting up units in India, you know, the outsourcing units?

Vivek: Well, I think that, you know, you have two elements here, one is the
customer setting up their own units, and the second is the IT services company
setting up their units. Customers setting up their own units are being very
tough on pricing, in the sense that they are having a better handle now on what
their total cost is of their own center, and using that as a negotiating
leverage point. As far as the, I am sorry, I lost my train of thoughts....

Male Participant: I mean you talked about the customers, but then on the other
hand the IT comp like IBM start their unit.

Vivek: That's right. Sorry I lost my thought, somebody walked into the room so I
sort of... As far as the big 5 are concerned, you know, we don't really see them
that much in the deal flow that we have. We see them in a couple of places where
we have a large account and the customers looking for a, you know, being able to
put up a big software factory, we will see them compete in those places. But
other than that, I think what they are doing is primarily in their existing
customer base, marketing these services. So, we haven't really seen any sort of,
you know, I would say 0.2% of the deal flows where we have seen them and, you
know, at least so far we haven't, we don't know the single situation where we
have a lost the deal to them.

Male Participant: Right. Finally, are you looking at, you know, during this
quarter any major deals coming up?

Vivek: Let me just clarify that, that my point about not seeing them relates to
the offshore related services, we do see them much more aggressively on our
package implementation side of the business or out system integration side of
the business. So, in those two areas, we do see them. I was talking about the
offshore side because that was the question you had, so I just want to make
sure, I didn't mischaracterize it by saying we never see them, as because
obviously we do.

Okay, coming back to your question. Could you repeat that question please?

Male Participant: I mean, the revenue guidance is lower than expected. Any
chance you could exceed it?

Vivek: The major deals...

Male Participant: The new business that you see coming, the volumes, do you see
it from existing customers, or a lot of it coming from new customers.

<PAGE>

Vivek: I think that what we are seeing is every customer is ramping up at a
steady pace. So, as a result, what we are going to see is, customers that we
added over the last quarter and the quarter before will ramp up, and as we add
new customers, they will ramp up slowly as well. So, I don't think we will see
a, you know, sort of big 186K type, you know, customers comes in and makes a big
impact within a quarter kind of a situation. I think we will see some of the
accounts we added over the last couple of quarters rise and some of the new
customers that come in also continue to contribute. So, I don't think we will
see any particular shift, what I do think you will see is that, if I look out at
this year, the last year we had something like 8% of our revenue come from new
accounts, that compared to 15 to 16% the year before. I think over the next
year, you probably will see us go back to somewhere between that 8 and that 15
to 16%. The last year, 8% of our business came from new customers.

Male Participant: Okay.

Vivek: Yeah. So, I think that, historically it has been 15 to 16%. So, I think
we will go back closer to the historical averages.

Male Participant: Right, okay. Thank you Vivek, I have finished my questions.
Thanks a lot.

Vivek: Thank you, my pleasure, bye bye.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.11
<SEQUENCE>13
<FILENAME>f89435exv99w11.txt
<DESCRIPTION>EXHIBIT 99.11
<TEXT>
<PAGE>
                                                                   EXHIBIT 99.11
PRESENTING THE REFLECTION OF OUR THOUGHTS FOR TOMORROW.

26% growth in revenue - 44 new customers added in global IT Services
- - Bold initiatives to create competitive advantage

   Wipro Limited (Consolidated) - Audited Segment - wise business performance
               for the year ended March 31, 2003 (In Rs. Million)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                    INDIA &
                          GLOBAL IT       IT       ASIA PAC     CONSUMER    WIPRO
                          SERVICES &    ENABLED   IT SERVICES    CARE &    HEALTH              CONTINUING    DISCONTINUED    WIPRO
PARTICULARS                PRODUCTS    SERVICES   & PRODUCTS    LIGHTING   SCIENCE   OTHERS    OPERATIONS    ISP BUSINESS   LIMITED
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>        <C>           <C>        <C>       <C>       <C>           <C>            <C>
REVENUE
External Sales
& Services                  28,456       1,645       8,222       2,991       893      1,134       43,341           42       43,383
Internal Sales
& Services                       -           -         173           -         -       (173)           -            -            -
TOTAL                       28,456       1,645       8,395       2,991       893        961       43,341           42       43,383
GROWTH IN REVENUES              25%                     14%         (1%)      42%                     26%           -           24%
% of Total Revenues             66           4          19           7         2          2
PROFIT BEFORE INTEREST
AND TAX(PBIT)                8,100         395         557         436         8        188        9,684         (182)       9,502
GROWTH IN PBIT                   4%                     (3%)         6%        -          -            9%           -            9%
% of Total PBIT                 84           4           6           5         -          1            -            -          100
OPERATING MARGINS               28%         24%          7%         15%        -          -           22%           -           22%
Interest Income
(net of interest expense
of Rs. 30 Mn)                                                                                        634            -          634
PROFIT BEFORE TAX                                                                                 10,318         (182)      10,136
Income Tax expense                                                                                (1,343)          67       (1,276)
PROFIT BEFORE
EXTRAORDINARY ITEMS                                                                                8,975         (115)       8,860
GROWTH                                                                                               0.5%                      0.1%
Discontinuance of
ISP business (net of
tax benefit of
Rs.90 Mn)                                                                                              -         (263)        (263)
(refer note 10)
PROFIT BEFORE EQUITY
IN EARNINGS/(LOSSES)
OF AFFILIATES AND
MINORITY INTEREST                                                                                  8,975         (378)       8,597
Equity in earnings of
affiliates                                                                                          (355)           -         (355)
Minority interest                                                                                    (37)           -          (37)
PROFIT AFTER TAX                                                                                   8,583         (378)       8,205
Growth                                                                                                (4%)                      (7%)
OTHER INFORMATION
Net fixed assets             5,025         802         285         386        84        918        7,500           34        7,534
Trade receivables            5,535         268       2,100         197       325        155        8,580           23        8,603
Cash balances/
investments                  2,186          44          21         197         9     12,855       15,312            -       15,312
Other assets                 2,448         424       1,053         344       160      1,596        6,025            4        6,029
Goodwill                     1,038       3,776           -           -       175         18        5,007            -        5,007
Current liabilities         (3,019)       (294)     (2,384)       (442)     (266)      (644)      (7,049)         (68)      (7,117)
CAPITAL EMPLOYED            13,213       5,020       1,075         682       487     14,898       35,375           (7)      35,368
% of capital employed           37          14           3           2         1         43            -            -          100
Capital expenditure          1,770         463         147          14        75         54            -            -        2,523
Depreciation                 1,048         150         214          61        17         82            -            -        1,572
RETURN ON AVERAGE
CAPITAL EMPLOYED FROM
CONTINUING BUSINESS            74%          -          54%         60%        -          -            -            -           31%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                    Wipro Limited Stand alone - Parent Company
Audited Financial Statements for the year ended March 31, 2003 (In Rs. Million)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Particulars                                               Three months ended March 31     Year ended March 31
                                                          ------------------------------------------------------
                                                               2003         2002           2003          2002
- ----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>            <C>           <C>
NET INCOME FROM SALES/SERVICES                                  11,171        9,274         40,327        34,677
COST OF SALES/SERVICES
a. Consumption of raw material                                   2,006        2,555          7,243         7,896
b. Other expenditure                                             4,918        3,211         17,268        12,496
GROSS PROFIT                                                     4,247        3,808         15,816        14,285
Selling General & Administrative expenses                        1,446        1,135          5,506         4,211
- ----------------------------------------------------------------------------------------------------------------
OPERATING PROFIT BEFORE INTEREST AND
DEPRECIATION                                                     2,801        2,673         10,310        10,074
- ----------------------------------------------------------------------------------------------------------------
Interest expense                                                    11           10             29            29
Depreciation                                                       394          380          1,380         1,419
- ----------------------------------------------------------------------------------------------------------------
OPERATING PROFIT AFTER INTEREST AND
DEPRECIATION                                                     2,396        2,283          8,901         8,626
- ----------------------------------------------------------------------------------------------------------------
Other Income                                                       117          227            705           875
PROFIT BEFORE TAX                                                2,513        2,510          9,606         9,501
Provision for Tax                                                  377          304          1,211           840
PROFIT BEFORE NON-RECURRING/
EXTRAORDINARY ITEMS                                              2,136        2,206          8,395         8,661
Extraordinary/non-recurring expense (net of tax benefit
of Rs.90 Mn.)                                                       26            -          (263)             -
- ----------------------------------------------------------------------------------------------------------------
PROFIT FOR THE PERIOD/YEAR                                       2,162        2,206          8,132         8,661
Paid-up equity share capital                                       465          465            465           465
Reserves excluding revaluation reserves                         32,837       24,860         32,837        24,860
EARNINGS PER SHARE
BASIC
Profit before extraordinary items                                 9.24         9.54          36.31         37.47
Extraordinary items                                               0.11            -          (1.14)            -
Profit for the period                                             9.35         9.54          35.17         37.47
DILUTED
Profit before extraordinary items                                 9.22         9.52          36.25         37.41
Extraordinary items                                               0.11            -          (1.13)            -
Profit for the period                                             9.33         9.52          35.12         37.41
AGGREGATE OF NON PROMOTERS SHAREHOLDING
Number of shares                                            37,436,882   37,338,579     37,436,882    37,338,579
Percentage of holding                                            16.10        16.06          16.10         16.06
DETAILS OF EXPENDITURE
Staff Cost                                                       1,834        1,156          6,424         5,084
Items exceeding 10% of Total expenditure
Travelling and allowance                                         3,153        2,019         11,180         7,403
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES TO SEGMENT-WISE BUSINESS PERFORMANCE:

1. The segment report of Wipro Limited and its consolidated subsidiaries and
associates has been prepared in accordance with the Accounting Standard 17
"Segment Reporting" issued by the Institute of Chartered Accountants of India.

2. The Company has three geographic segments; India, USA and Rest of the World.
Significant portion of the segment assets are in India. Revenue from geographic
segments based on domicile of the customers is as shown: India - Rs. 12,674 Mn -
USA - Rs. 20,048 Mn - Rest of the World - Rs. 10,661 Mn - Total - Rs. 43,383 Mn.

3. For the purpose of reporting, business segments are considered as primary
segments and geographic segments are considered as secondary segment.

4. In accordance with Accounting Standard 21 "Consolidated Financial Statements"
issued by the Institute of Chartered Accountants of India, the consolidated
financial statements of Wipro Limited include the financial statements of all
subsidiaries which are more than 50% owned and controlled.

5. The company has a 49% equity interest in Wipro GE Medical Systems Limited
(WGE), a joint venture with General Electric, USA. The joint venture agreement
provides specific rights to the joint venture partners. The rights conferred to
Wipro are primarily protective in nature. Therefore, in accordance with the
guidance in Accounting Standard 27 "Financial Reporting of Investments in Joint
Ventures" the investments in Wipro GE have been accounted for by equity method
and not by proportionate consolidation method.

6. In accordance with the guidance provided in Accounting Standard 23
"Accounting for Investments in Associates in Consolidated Financial Statements"
WeP Peripherals have been accounted for by equity method of accounting.

7. Acquisition of Spectramind: In July 2002, the Company acquired controlling
equity interest in Spectramind eServices Private Limited ("Spectramind"), a
leading IT-enabled service provider in India providing remote processing
services to large global corporations in the US, UK, Australia and other
developed markets. The shares and warrants acquired, together with shares
previously held by the Company, represent 89% of the outstanding shares of
Spectramind. The aggregate purchase price for the acquisition, including the
cost of acquisition of the shares previously held by the Company, was Rs. 4,177
Mn. In September 2002, the company acquired an additional 3% of the outstanding
shares for Rs.170 Mn. Further the company has acquired the remaining equity
interest for Rs. 304 Mn. The results of operations of Spectramind are
consolidated in the Company's financial statements from July 1, 2002.

The Company has also entered into a call and put option arrangement with the
management team and employees of Spectramind to acquire the unvested options.
The put and call option can be exercised, at the fair market value, during the
six month period commencing from 190 days from the date of exercise of the
options.

The excess of consideration paid over the book value of assets acquired has been
recognized as goodwill. The details of consideration paid, book value of assets
acquired and goodwill arising from the acquisition is outlined as shown: Cash
and bank balances - Rs. 193 Mn - Net current assets - Rs. 681 Mn - Goodwill -
Rs. 3,776 Mn - Total - Rs. 4,650 Mn.

8. Acquisition of Wipro Health Care IT Limited (WHCIT): In August 2002, Wipro
Limited acquired 60% equity interest in Wipro Health Care IT Limited (WHCIT), an
India based company engaged in the development of health care related software,
and the technology rights in the business of WHCIT from GE group for a
consideration of Rs. 181 Mn. Further the company has acquired the remaining
equity interest for Rs. 97 Mn. The excess of consideration paid over the book
value of assets acquired has been recognized as goodwill. The details of
consideration paid, book value of assets acquired and goodwill arising from the
acquisition is outlined as shown: Cash and bank balances - Rs. 35 Mn - Current
assets - Rs. 34 Mn - Intangible assets - Rs. 34 Mn - Goodwill - Rs. 175 Mn -
Total - Rs. 278 Mn. In December, 2002, the company acquired the remaning 40%
minority equity interest for Rs.97 Mn. The acquisition resulted in goodwill of
Rs. 61 Mn.

9. In December 2002, the company acquired the global energy practice of American
Management Systems for an aggregate consideration of Rs. 1,180 Mn. The global
energy practice which addresses the IT requirements of enterprises in energy and
utilities sector, has a team of 90 domain experts and IT consultants with
expertise in the areas of complex billing and settlement in energy markets,
systems integration, enterprise application integration, and program management
capabilities. The excess of consideration paid over the book value of assets
acquired has been recognized as goodwill. The details of consideration paid,
book value of assets acquired and goodwill arising from the acquisition is
outlined as shown: Fixed assets - Rs. 16 Mn. - Receivables - Rs. 111 Mn -
Goodwill - Rs. 1,038 Mn - Total - Rs. 1,165 Mn.

10. The Company was engaged in the business of providing corporate ISP services.
Based on a review of this business, the company decided to discontinue the
existing infrastructure based ISP business, but continue with the managed
network and remote management services. Managed network and remote management
services are currently being offered as part of total IT solutions. In June
2002, the management formally approved a plan to discontinue the infrastructure
based corporate ISP services. The costs associated with the discontinuance
including asset impairment charges and other exit costs have been reflected as
extraordinary expenses.

The customers are being transitioned to an independent service provider. The
consideration payable by the service provider to the Company is dependent on the
occurrence of certain contingent events. The total consideration received is Rs.
25 Mn. and is adjusted against the extraordinary loss arising out of the same.

NOTES TO AUDITED FINANCIAL STATEMENTS:

1. The above financial results were approved by the Board of Directors of the
company at its meeting held on April 17, 2003. There are no qualifications in
the report issued by the Auditors for these periods.

                                                       By Order of the Board

Place : Bangalore                                          Azim H. Premji
Date  : April 17, 2003                            Chairman and Managing Director


                              [WIPRO LIMITED LOGO]

                                  WIPRO LIMITED
                          Regd. Office: Doddakannelli,
                      Sarjapur Road, Bangalore - 560 035.
                                  www.wipro.com

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