exv4w1

Exhibit 4.1

Wipro Limited — Results for the Quarter & Nine months ended December 31, 2008

WIPRO LIMITED — CONSOLIDATED AUDITED SEGMENT
REPORT FOR THE QUARTER AND
NINE MONTHS ENDED DECEMBER 31, 2008


																*(Rs. in Million)*

																			Year ended
	Quarter ended December 31,									Nine months ended December 31,									March 31,
Particulars	2008			2007			Growth%			2008			2007			Growth%			2008
Revenues
IT Services		50,792			38,904			31	%		142,338			105,420			35	%		146,626
IT Products		8,369			6,716			25	%		25,854			18,562			39	%		26,400
Consumer Care and Lighting		5,270			4,347			21	%		15,666			10,399			51	%		15207
Others		1,919			3,122						7,675			8,419						11,691
Eliminations		(167	)		(64	)					(609	)		(227	)					(349	)
TOTAL		66,183			53,025			25	%		190,924			142,573			34	%		199,575
Profit before Interest and Tax — PBIT
IT Services		10,449			8,316			26	%		29,594			22,649			31	%		31,290
IT Products		431			298			45	%		1,109			852			30	%		1,227
Consumer Care and Lighting		613			525			17	%		1,865			1,270			47	%		1,900
Others		(242	)		296						(38	)		485						770
TOTAL		11,251			9,435			19	%		32,530			25,256			29	%		35,187
Interest and Other Income, Net		295			176						882			1,702						1,883

Profit Before Tax		11,546			9,611			20	%		33,412			26,958			24	%		37,070

Income Tax expense including Fringe Benefit Tax		(1,605	)		(1,100	)					(4,792	)		(3,150	)					(4,550	)

Profit before Share in earnings of associates and minority interest		9,941			8,511			17	%		28,620			23,808			20	%		32,520
Share in earnings of associates		114			40						327			233						333
Minority interest		(16	)		(11	)					(50	)		(8	)					(24	)

PROFIT AFTER TAX		10,039			8,540			18	%		28,897			24,033			20	%		32,829

EARNINGS PER SHARE — EPS
Equity shares of par value Rs. 2/- each
Basic (in Rs.)		6.90			5.88						19.87			16.56						22.62
Diluted (in Rs.)		6.89			5.86						19.79			16.48						22.51

Operating Margin
IT Services		20.6	%		21.4	%					20.8	%		21.5	%					21.3	%
IT Products		5.1	%		4.4	%					4.3	%		4.6	%					4.6	%
Consumer Care and Lighting		11.6	%		12.1	%					11.9	%		12.2	%					12.5	%
TOTAL		17.0	%		17.8	%					17.0	%		17.7	%					17.6	%
CAPITAL EMPLOYED
IT Services and Products		99,503			87,125						99,503			87,125						93,969
Consumer Care and Lighting		18,848			16,459						18,848			16,459						17,292
Others		63,332			40,597						63,332			40,597						50,659
TOTAL		181,683			144,181						181,683			144,181						161,920
CAPITAL EMPLOYED COMPOSITION
IT Services and Products		55	%		60	%					55	%		60	%					58	%
Consumer Care and Lighting		10	%		11	%					10	%		11	%					11	%
Others		35	%		28	%					35	%		28	%					31	%
TOTAL		100	%		100	%					100	%		100	%					100	%
RETURN ON AVERAGE CAPITAL EMPLOYED
IT Services and Products		44	%		41	%					42	%		44	%					44	%
Consumer Care and Lighting		13	%		13	%					14	%		17	%					19	%
TOTAL		25	%		27	%					25	%		28	%					27	%


*Notes to Segment Report:*

a)		The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the AS 17 “Segment Reporting” issued pursuant to the Companies (Accounting Standard) Rules, 2006 and by The Institute of Chartered Accountants of India.

b)		PBIT for the quarter and nine months ended December 31, 2008 is after considering restricted stock unit amortization of Rs. 452 Million and Rs. 1,340 Million respectively (2007: Rs. 303 Million and Rs. 875 Million respectively).

c)		Capital employed of segments is net of current liabilities. The net current liability of segments is as follows :


			*(Rs. in Million)*

	As of				As of
	December 31,				March 31,
Particulars	2008		2007		2008
IT Services and Products		58,671		26,340		30,456
Consumer Care and Lighting		4,421		3,505		3,382
Others		17,263		12,623		20,582
		80,355		42,468		54,420


d)		The Company has four geographic segments: India, USA, Europe 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:


															*(Rs. in Million)*

	Quarter ended								Nine months ended								As of
	December 31								December 31								March 31,
Particulars	2008		%		2007		%		2008		%		2007		%		2008		%
India		13,335		20		12,454		24		41,247		22		34,556		24		48,847		24
USA		30,752		46		23,505		44		85,052		45		62,929		44		87,439		44
Europe		14,663		23		12,442		23		43,776		23		34,704		25		48,259		24
Rest of the world		7,433		11		4,624		9		20,849		11		10,384		7		15,030		8
		66,183		100		53,025		100		190,924		100		142,573		100		199,575		100

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

Notes to Audited Financial Statements:

The above audited financial results were approved by the Board of Directors of the Company at its meeting held on January 21, 2009.


2.		Status of Redressal of Complaints received for the period from October 1, 2008 to December 31, 2008


		Opening		Complaints		Complaints
Particulars	Nature	Balance		Received		Disposed		Unresolved
Non- Receipt of Securities	Complaint		0		1		1		0
Non- Receipt of Annual Reports	Complaint		0		5		5		0
Correction / Duplicate Revalidation of dividend warrants	Request		0		104		104		0
SEBI / Stock Exchange Complaints	Complaint		0		1		1		0
Non Receipt of Dividend Warrants	Complaint		0		76		70		6
TOTAL			0		187		181		6


*Note:*		*There are certain pending cases relating to disputes over title to shares in which the company has been made a party. However these cases are not material in nature.*

3.		The above financial results have been prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under historical cost convention on accrual basis, except for certain financial instruments, which are measured on a fair value basis. Uniform accounting practices have been adopted for all the periods except for adoption of Accounting Standard (AS) 30, Financial Instruments: Recognition and Measurement, from April 1, 2008. GAAP comprises Accounting Standards (AS), issued by the Institute of Chartered Accountants of India (ICAI) and other generally accepted accounting principles in India.

		The interim financial results have been prepared in accordance with the recognition, measurement and disclosure provisions of AS 25, Interim Financial Reporting issued pursuant to the Companies (Accounting Standards) Rules, 2006.

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

5.		In accordance with AS 21 ‘Consolidated Financial Statements’ and AS 23 ‘Accounting for Investments in Associates in Consolidated Financial Statements’ issued by the Institute of Chartered Accountants of India (ICAI), the condensed consolidated financial statements of Wipro Limited include the financial statements of all Subsidiaries of Wipro Limited which are more than 50% owned and controlled and Associates where the Company has significant influence.

6.		In December 2007, the ICAI issued AS 30, Financial Instruments: Recognition and Measurement. Although AS 30 becomes recommendatory in respect of accounting periods commencing on or after April 1, 2009 and mandatory in respect of accounting periods commencing on or after April 1, 2011, in March 2008 the ICAI announced that the earlier adoption of AS 30 is encouraged. AS 30, along with limited revision to other accounting standards has currently not been notified pursuant to Companies (Accounting Standard) Rules, 2006.

		On April 1, 2008, the Company early adopted AS 30 and the limited revisions to other accounting standards which come into effect upon adoption of AS 30.

		AS 30 states that particular sections of other accounting standards; AS 4, Contingencies and Events Occurring after Balance sheet Date, to the extent it deals with contingencies, AS 11 (revised 2003), The Effects of Changes in Foreign Exchange Rates, to the extent it deals with the ‘forward exchange contracts’ and AS 13, Accounting for Investments, except to the extent it relates to accounting for investment properties, would stand withdrawn only from the date AS 30 becomes mandatory (April 1, 2011 for the Company). Accordingly, the Company continues to comply with the guidance under these accounting standards; AS 4 — relating to Contingencies, AS 11- relating to Forward Contracts and AS 13 until AS 30 becomes mandatory.

WIPRO LIMITED — CONSOLIDATED
AUDITED FINANCIAL STATEMENTS FOR THE QUARTER
AND NINE MONTHS ENDED DECEMBER 31, 2008


								(Rs. in Million except share data)

		Quarter ended						Nine Months						Year ended
		December 31,						ended December 31,						March 31,
		2008			2007			2008			2007			2008
	Particulars	Audited			Audited			Audited			Audited			Audited
1	Net Income from Sales / Services		66,343			53,396			191,351			143,278			200,397

2	Cost of Sales / Services
	a) (Increase)/Decrease in stock in trade and work in progress		408			(84	)		(654	)		(135	)		(592	)
	b) Consumption of raw materials		5,016			3,940			17,540			12,306			17,090
	c) Purchase of traded goods		5,425			5,734			17,577			13,622			19,765
	d) Other expenditure		33,763			26,324			94,871			71,004			99,016

3	Gross Profit (1-2)		21,731			17,482			62,017			46,481			65,118

4	General and Administrative expenses		4,152			2,890			10,736			7,512			10,602
5	Selling and Distribution expenses		4,577			3,729			13,757			9,863			13,971
6	Depreciation		1,753			1,428			4,993			3,850			5,358

7	Operating Profit before interest (3) — (4+5+6)		11,249			9,435			32,531			25,256			35,187

8	Interest expense		1,090			760			3,016			1,221			1,892
9	Exceptional Items		—			—			—			—			—

10	Operating Profit after interest and Exceptional Items (7-8-9)		10,159			8,675			29,515			24,035			33,295

11	Other Investment income		1,387			936			3,897			2,923			3,775

12	Profit from Ordinary Activities before tax (10+11)		11,546			9,611			33,412			26,958			37,070

13	Tax Expense (Including Fringe Benefits Tax)		1,605			1,100			4,792			3,150			4,550

14	Net Profit from Ordinary Activities after tax (12-13)		9,941			8,511			28,620			23,808			32,520

15	Minority Interest		(16	)		(11	)		(50	)		(8	)		(24	)
16	Share in Earnings of Associates		114			40			327			233			333
17	Extraordinary items (net of tax expense)		—			—			—			—			—

18	Net Profit for the period (14+15+16-17)		10,039			8,540			28,897			24,033			32,829

19	Paid up equity share capital (Face value Rs. 2 per share)		2,927			2,921			2,927			2,921			2,923
20	Reserves excluding Revaluation Reserves (as per balance sheet) of previous accounting year														113,991

21	EARNINGS PER SHARE (EPS)

	Before extraordinary items (not annualised)
	Basic (in Rs.)		6.90			5.88			19.87			16.56			22.62
	Diluted (in Rs.)		6.89			5.86			19.79			16.48			22.51
	After extraordinary items (not annualised)
	Basic (in Rs.)		6.90			5.88			19.87			16.56			22.62
	Diluted (in Rs.)		6.89			5.86			19.79			16.48			22.51

22	Public shareholding *

	Number of shares		278,949,754			276,575,603			278,949,754			276,575,603			277,096,250
	Percentage of holding		19.06	%		18.94	%		19.06	%		18.94	%		18.96	%
	Details of expenditure
	Items exceeding 10% of total expenditure Employee Cost		28,012			21,915			79,360			59,528			82,726


*		Public shareholding as defined under clause 40A of the listing agreement (excludes shares beneficially held by promoters and holders of American Depository Receipt)

Notes to Audited Financial Statements (Continued):

Until March 31, 2008, the Company applied the recognition and measurement principles as set out in AS 30 in accounting for derivatives and hedge accounting. Changes in the fair values of derivative financial instruments designated as cash flow hedges were recognized directly in shareholders’ fund and reclassified into the profit and loss account upon the occurrence of the hedged transaction. The Company also designated derivative financial instruments as hedges of net investments in non-integral foreign operation. The portion of the changes in fair value of derivative financial instruments that was determined to be an effective hedge is recognized in the shareholders’ fund and recognized in the profit and loss account upon sale or disposal of related non-integral foreign operation. Changes in fair value relating to the ineffective portion of the hedges and derivatives not designated as hedges were recognized in the profit and loss account as they arose.

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

As permitted by AS 30 and the consequent limited revisions to other accounting standards; during the quarter and nine month ended December 31, 2008, the Company designated a yen-denominated foreign currency borrowing amounting to JPY 20 billion, along with a floating for floating Cross-Currency Interest Rate Swap (CCIRS), as a hedging instrument to hedge its net investment in a non-integral foreign operation. In addition the company has also designated yen-denominated foreign currency borrowing amounting to JPY 8 billion along with floating for fixed CCIRS as cash flow hedge of the yen- denominated borrowing and also as a hedge of net investment in a non-integral foreign operation.

Accordingly, the translation gain/(loss) on the foreign currency borrowings and portion of the changes in fair value of CCIRS which are determined to be effective hedge of net investment in non-integral operation aggregating to Rs.677 million and Rs. 2,493 Million for the quarter and nine month ended December 31, 2008, respectively was recognized in translation reserve / hedging reserve in shareholders’ fund. The amount of loss of Rs. 1,429 Million and Rs. 3,245 Million for the quarter and nine months ended December 31, 2008 recognized in translation reserve would be transferred to profit and loss account upon sale or disposal of non-integral foreign operations and the amount of gain recognized in the hedging reserve of Rs. 752 Million would be transferred to profit and loss upon occurrence of the hedged transaction.

In accordance with AS 11, if the Company had continued to recognize translation losses on foreign currency borrowing in the profit and loss account, the foreign currency borrowing would not have been eligible to be combined with CCIRS for hedge accounting.

Consequently the CCIRS also would not have qualified for hedge accounting and changes in fair value of CCIRS would have been recognized in the profit and loss account. As a result profit after tax for the quarter and nine months ended December 31, 2008 would have been lower by Rs. 677 Million and Rs. 2,493 Million respectively.

Derivatives: As of December 31, 2008, the Company had derivative financial instruments to sell USD 1,837 Million, GBP 60 Million, EUR 6 Million and JPY 6,518 Million and buy USD 4 Million relating to highly probable forecasted transactions. As of March 31, 2008, the Company had derivative financial instruments to sell USD 2,497 Million, GBP 84 Million, EUR 24 Million and JPY 7,682 Million relating to highly probable forecasted transactions. As of December 31, 2008, the Company has recognised mark-to-market losses of Rs. 15,749 Million (2008: Rs. 1,097 Million) relating to derivative financial instruments that are designated as effective cash flow hedges in the shareholders’ fund.

In addition to Yen denominated foreign currency borrowing and related CCIRS discussed in Note 4, the Company had derivative financial instruments to sell USD 270 Million and Euro 50 Million designated as hedge of net investment in non-integral foreign operations as of December 31, 2008. For the quarter and nine months ended December 31, 2008, the Company has recognized Mark to market losses of Rs. 1,083 Million and Rs. 3,577 Million respectively (2008: Rs. 495 Million) relating to the above derivative financial instruments in translation reserve in the shareholders’ fund.

As of December 31, 2008, the Company had undesignated derivative financial instruments to sell USD 375 Million, GBP 76 Million and EUR 49 Million and CHF 12 Million. As of March 31, 2008, the Company had undesignated derivative financial instruments to sell USD 414 Million, GBP 58 Million and EUR 39 Million. The Company has recognized mark-to-market gain/ (losses) on such derivative financial instruments through the profit and loss account.

7.		In December 2008, the Company entered into a definitive agreement to acquire 100% shareholding in India based Citi Technology Services Limited (“CTS”) for US $ 127 million. CTS is an India based captive provider of information technology services and solutions to Citi Group worldwide. CTS has a strong competency in Technology Infrastructure Services (TIS) and application development and maintenance for cards, capital markets and corporate banking. The acquisition will enhance Wipro’s capabilities to address TIS business opportunities in the financial service industry. The acquisition was consummated in January 2009.

8.		The list of subsidiaries is included in the condensed consolidated financial statements of Wipro Limited and subsidiaries for the quarter ended December 31, 2008, which are available on our company website www.wipro.com

9.		Pursuant to Clause 41 (VI) (b) (iii) of the Listing Agreement, we inform that we have published consolidated financial results for the quarter ended December 31, 2008. The stand-alone financial results of Wipro Limited for the quarter ended December 31, 2008 and for the period April 1, 2008 to December 31, 2008 have been submitted to the stock exchanges and are available for perusal in our company website at www.wipro.com and in stock exchange’s website of both Mumbai Stock Exchange and National Stock Exchange of India Limited namely www.bseindia.com and www.nseindia.com


	By order of the board	WIPRO LIMITED
		Regd. Office: Doddakannelli,
Place: Bangalore	Azim H Premji	Sarjapur Road, Bangalore — 560 035.
Date: January 21, 2009	Chairman	www.wipro.com