EX-99.3 4 d387651dex993.htm FORM OF ADVERTISEMENT

Exhibit 99.3

Wipro Limited

CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2012

|  |  |  | ( in millions, except share and per share data, unless otherwise stated) |
|  |  |  |  |  | Quarter ended |  |  | Year ended |
|  | Particulars |  | June 30, 2012 |  |  | March 31, 2012 |  |  | June 30, 2011 |  |  | March 31, 2012 |
1 |  | Income from operations |  |  | 106,196 |  |  |  | 98,363 |  |  |  | 85,384 |  |  |  | 374,044 |
|  | a) |  | Net Sales/income from operations (net of excise duty) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | b) |  | Other operating income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
|  | Total income from operations (net) |  |  | 106,196 |  |  |  | 98,363 |  |  |  | 85,384 |  |  |  | 374,044 |
2 |  | Expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a) |  | Cost of materials consumed |  |  | 5,863 |  |  |  | 7,814 |  |  |  | 4,494 |  |  |  | 20,159 |
|  | b) |  | Purchase of stock-in-trade |  |  | 9,336 |  |  |  | 6,050 |  |  |  | 10,997 |  |  |  | 37,657 |
|  | c) |  | (Increase)/Decrease in inventories of finished stock, work-in-progress and stock in process |  |  | (415 | ) |  |  | 471 |  |  |  | (1,219 | ) |  |  | 118 |
|  | d) |  | Employee compensation |  |  | 45,028 |  |  |  | 40,564 |  |  |  | 35,219 |  |  |  | 154,066 |
|  | e) |  | Depreciation and amortisation expense |  |  | 2,704 |  |  |  | 2,668 |  |  |  | 2,338 |  |  |  | 10,129 |
|  | f) |  | Sub contracting/technical fees/third party application |  |  | 9,046 |  |  |  | 9,504 |  |  |  | 6,722 |  |  |  | 34,210 |
|  | g) |  | Other expenditure |  |  | 15,912 |  |  |  | 14,349 |  |  |  | 11,881 |  |  |  | 53,692 |
|  | Total expense |  |  | 87,474 |  |  |  | 81,420 |  |  |  | 70,432 |  |  |  | 310,031 |
3 |  | Profit from operations before other income, finance costs and exceptional items (1-2) |  |  | 18,722 |  |  |  | 16,943 |  |  |  | 14,952 |  |  |  | 64,013 |
4 |  | Other Income |  |  | 2,692 |  |  |  | 2,441 |  |  |  | 2,192 |  |  |  | 8,895 |
5 |  | Profit from ordinary activities before finance costs and exceptional items (3+4) |  |  | 21,414 |  |  |  | 19,384 |  |  |  | 17,144 |  |  |  | 72,908 |
6 |  | Finance Cost |  |  | 1,367 |  |  |  | 464 |  |  |  | 760 |  |  |  | 3,491 |
7 |  | Profit from ordinary activities after finance costs but before exceptional items (5-6) |  |  | 20,047 |  |  |  | 18,920 |  |  |  | 16,384 |  |  |  | 69,417 |
8 |  | Exceptional items |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
9 |  | Profit from ordinary activities before tax (7+8) |  |  | 20,047 |  |  |  | 18,920 |  |  |  | 16,384 |  |  |  | 69,417 |
10 |  | Tax expense |  |  | 4,046 |  |  |  | 4,015 |  |  |  | 3,096 |  |  |  | 13,763 |
11 |  | Net profit from ordinary activities after tax (9-10) |  |  | 16,001 |  |  |  | 14,905 |  |  |  | 13,288 |  |  |  | 55,654 |
12 |  | Extraordinary items (net of tax expense) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
13 |  | Net profit for the period (11-12) |  |  | 16,001 |  |  |  | 14,905 |  |  |  | 13,288 |  |  |  | 55,654 |
14 |  | Share in earnings of associates |  |  | (102 | ) |  |  | 7 |  |  |  | 110 |  |  |  | 333 |
15 |  | Minority interest |  |  | (97 | ) |  |  | (103 | ) |  |  | (49 | ) |  |  | (257 | )
16 |  | Net profit after taxes, minority interest and share of profit of associates (13+14+15) |  |  | 15,802 |  |  |  | 14,809 |  |  |  | 13,349 |  |  |  | 55,730 |
17 |  | Paid up equity share capital (Face value 2 per share) |  |  | 4,920 |  |  |  | 4,917 |  |  |  | 4,911 |  |  |  | 4,917 |
18 |  | Reserves excluding revaluation reserves |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 280,397 |
19 |  | EARNINGS PER SHARE (EPS) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Before extraordinary items |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Basic (in ) |  |  | 6.45 |  |  |  | 6.04 |  |  |  | 5.47 |  |  |  | 22.76 |
|  | Diluted (in ) |  |  | 6.43 |  |  |  | 6.03 |  |  |  | 5.44 |  |  |  | 22.69 |
|  | After extraordinary items |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Basic (in ) |  |  | 6.45 |  |  |  | 6.04 |  |  |  | 5.47 |  |  |  | 22.76 |
|  | Diluted (in ) |  |  | 6.43 |  |  |  | 6.03 |  |  |  | 5.44 |  |  |  | 22.69 |
20 |  | Public shareholding (1) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of shares |  |  | 490,101,055 |  |  |  | 488,910,535 |  |  |  | 468,619,301 |  |  |  | 488,910,535 |
|  | Percentage of holding |  |  | 19.92 | % |  |  | 19.88 | % |  |  | 19.08 | % |  |  | 19.88 | %
21 |  | Promoters and promoter group shareholding |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | a) Pledged/ Encumbered |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | –Number of shares |  |  | Nil |  |  |  | Nil |  |  |  | Nil |  |  |  | Nil |
|  | –Percentage of shares (as a % of the total shareholding of promoter and promoter group) |  |  | Nil |  |  |  | Nil |  |  |  | Nil |  |  |  | Nil |
|  | –Percentage of shares (as a % of the total share capital of the Company) |  |  | Nil |  |  |  | Nil |  |  |  | Nil |  |  |  | Nil |
|  | b) Non-encumbered |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | –Number of shares (2) |  |  | 1,927,880,883 |  |  |  | 1,927,880,883 |  |  |  | 1,945,693,763 |  |  |  | 1,927,880,883 |
|  | –Percentage of shares (as a % of the total shareholding of promoter and promoter group) |  |  | 100 | % |  |  | 100 | % |  |  | 100 | % |  |  | 100 | %
|  | –Percentage of shares (as a % of the total share capital of the Company) |  |  | 78.37 | % |  |  | 78.41 | % |  |  | 79.23 | % |  |  | 78.41 | %

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

(2) | Includes 206,030,453 (March 31, 2012: 206,030,453 and June 30, 2011: 223,843,333) equity shares on which Promoter does not have beneficiary interest.

Status of redressal of Complaints received for the period April 01, 2012 to June 30, 2012

Sl. No. |  | Nature of the complaint |  | Nature |  | Opening balance 01.04.2012 |  |  | Complaints received during the quarter |  |  | Total |  |  | Complaints disposed during the quarter |  |  | Unresolved |
1 |  | Non-Receipt of Securities |  | Complaint |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
2 |  | Non-Receipt of Annual Reports |  | Complaint |  |  | — |  |  |  | 3 |  |  |  | 3 |  |  |  | 3 |  |  |  | — |
3 |  | Correction / Duplicate/ Revalidation of dividend warrants |  | Request |  |  | — |  |  |  | 108 |  |  |  | 108 |  |  |  | 108 |  |  |  | — |
4 |  | SEBI/Stock Exchange Complaints |  | Complaint |  |  | — |  |  |  | 1 |  |  |  | 1 |  |  |  | 1 |  |  |  | — |
5 |  | Non Receipt of Dividend warrants |  | Complaint |  |  | — |  |  |  | 18 |  |  |  | 18 |  |  |  | 18 |  |  |  | — |
|  | TOTAL |  |  |  |  | — |  |  |  | 130 |  |  |  | 130 |  |  |  | 130 |  |  |  | — |

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.

1. | The condensed consolidated interim financial results of the Company for the quarter ended June 30, 2012 have been approved by the directors of the Company at its meeting held on July 24, 2012. The statutory auditors have expressed an unqualified audit opinion.

2. | The above interim financial results have been prepared from the condensed consolidated interim financial statements, which are prepared in accordance with International Financial Reporting Standards and its interpretations (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

3. | The condensed consolidated interim financial statements have been prepared on a historical cost convention and on an accrual basis, except for the following material items which have been measured at fair value as required by relevant IFRS:-

| a. | Derivative financial instruments; and

| b. | Available-for-sale financial assets.

4. | The condensed consolidated interim financial statements incorporate the financial statements of the Parent Company, entities controlled by the Parent Company (its subsidiaries) and also includes financial results of equity accounted investee. Control is achieved where a company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that currently are exercisable are taken into account. All intra-company balances, transactions, income and expenses including unrealized income or expenses are eliminated in full on consolidation.

5. | The total revenue represent the aggregate revenue and includes foreign exchange gains / (losses), net and is net of excise duty amounting to 334, 328 and 256 for the three months ended June 30, 2012, March 31, 2012 and June 30, 2011, respectively and 1,205 for the year ended March 31, 2012.

6. | Derivatives

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities, forecasted cash flows denominated in foreign currency and net investments in foreign operations. The Company follows established risk management policies, including the use of derivatives to hedge foreign currency assets / liabilities, foreign currency forecasted cash flows and net investments in foreign operations. The counter party in these derivative instruments is a bank and the Company considers the risks of non-performance by the counterparty as non-material.

The following table presents the aggregate contracted principal amounts of the Company’s derivative contracts outstanding:

|  |  |  |  | (in Millions) |
|  | As at June 30, 2012 |  |  | As at March 31, 2012 |
Designated derivative instruments |  | $ | 751 |  |  | $ | 1,081 |
Sell |  | £ | 4 |  |  | £ | 4 |
|  | ¥ | 1,086 |  |  | ¥ | 1,474 |
|  | € | 83 |  |  | € | 17 |
Net investment hedges in foreign operations |  |  |  |  |  |  |  |
Cross-currency swaps Others |  | ¥ | 24,511 |  |  | ¥ | 24,511 |
|  | $ | 262 |  |  | $ | 262 |
|  | € | 40 |  |  | € | 40 |
Non designated derivative instruments |  |  |  |  |  |  |  |
Sell |  | $ | 732 |  |  | $ | 841 |
|  | £ | 69 |  |  | £ | 58 |
|  | € | 43 |  |  | € | 44 |
|  | AUD | 43 |  |  | AUD | 31 |
Buy |  | $ | 562 |  |  | $ | 555 |
|  | ¥ | — |  |  | ¥ | 1,997 |
Cross currency swaps |  | ¥ | 7,000 |  |  | ¥ | 7,000 |

7. | The list of subsidiaries is included in the condensed consolidated financial statements of Wipro Limited and subsidiaries for the quarter ended June 30, 2012, which are available on our Company website www.wipro.com

8. | During the current period, the Company has acquired Promax Holding Pty Ltd, Australia and its subsidiaries for a consideration of approximately AUD 35 million. For the purpose of these financial statements, the Company has done a provisional purchase price allocation of the purchase consideration to identifiable assets and liabilities acquired.

9. | Segment Information

The Company is currently organized by segments, which includes ‘IT Services’ (comprising of IT Services and BPO Services), ‘IT Products’, ‘Consumer Care and Lighting’ and ‘Others’.

The Chairman of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by IFRS 8, Operating Segments. The Chairman of the Company evaluates the segments based on their revenue growth, operating income and return on capital employed. The management believes that return on capital employed is considered appropriate for evaluating the performance of its operating segments. Return on capital employed is calculated as operating income divided by the average of the capital employed at the beginning and at the end of the period. Capital employed includes total assets of the respective segments (except cash and cash equivalents, available for sale investments and inter-corporate deposits amounting to 139,197, 128,037 and 116,735 as of June 30, 2012, March 31, 2012 and June 30, 2011, respectively, which is included under Reconciling items) less all liabilities, excluding loans and borrowings.

Information on reportable segments is as follows:

|  |  |  | Three months ended |  |  | Year ended |
|  | Particulars |  | June 30, 2012 |  |  | March 31, 2012 |  |  | June 30, 2011 |  |  | March 31, 2012 |
1. |  | Segment Revenue |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | – IT Services |  |  | 83,143 |  |  |  | 75,897 |  |  |  | 64,046 |  |  |  | 284,313 |
|  | – IT Products |  |  | 9,533 |  |  |  | 9,370 |  |  |  | 10,058 |  |  |  | 38,436 |
|  | Total IT Services and Products |  |  | 92,676 |  |  |  | 85,267 |  |  |  | 74,104 |  |  |  | 322,749 |
|  | Consumer Care and Lighting |  |  | 9,798 |  |  |  | 9,067 |  |  |  | 7,545 |  |  |  | 33,401 |
|  | Others |  |  | 3,887 |  |  |  | 4,288 |  |  |  | 3,959 |  |  |  | 18,565 |
|  | Reconciling items |  |  | 169 |  |  |  | 69 |  |  |  | 32 |  |  |  | 534 |
|  | Net Revenues from Operations |  |  | 106,530 |  |  |  | 98,691 |  |  |  | 85,640 |  |  |  | 375,249 |
2. |  | Segment Operating Income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | – IT Services |  |  | 17,443 |  |  |  | 15,731 |  |  |  | 14,067 |  |  |  | 59,265 |
|  | – IT Products |  |  | 211 |  |  |  | 438 |  |  |  | 423 |  |  |  | 1,787 |
|  | Total IT Services and Products |  |  | 17,654 |  |  |  | 16,169 |  |  |  | 14,490 |  |  |  | 61,052 |
|  | Consumer Care and Lighting |  |  | 1,139 |  |  |  | 1,134 |  |  |  | 895 |  |  |  | 3,956 |
|  | Others |  |  | 97 |  |  |  | 35 |  |  |  | (24 | ) |  |  | 110 |
|  | Reconciling items |  |  | (168 | ) |  |  | (395 | ) |  |  | (409 | ) |  |  | (1,105 | )
|  | Total Segment Operating Income |  |  | 18,722 |  |  |  | 16,943 |  |  |  | 14,952 |  |  |  | 64,013 |
|  | Finance expense |  |  | (1,367 | ) |  |  | (464 | ) |  |  | (760 | ) |  |  | (3,491 | )
|  | Finance and other income |  |  | 2,692 |  |  |  | 2,441 |  |  |  | 2,192 |  |  |  | 8,895 |
|  | Share of profits/(losses) of equity accounted investees |  |  | (102 | ) |  |  | 7 |  |  |  | 110 |  |  |  | 333 |
|  | Profit before tax |  |  | 19,945 |  |  |  | 18,927 |  |  |  | 16,494 |  |  |  | 69,750 |
|  | Income tax expense |  |  | (4,046 | ) |  |  | (4,015 | ) |  |  | (3,096 | ) |  |  | (13,763 | )
|  | Profit for the period |  |  | 15,899 |  |  |  | 14,912 |  |  |  | 13,398 |  |  |  | 55,987 |
3. |  | Average Capital Employed |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | IT Services and Products |  |  | 157,295 |  |  |  | 153,708 |  |  |  | 135,298 |  |  |  | 139,843 |
|  | Consumer Care and Lighting |  |  | 23,279 |  |  |  | 22,882 |  |  |  | 20,870 |  |  |  | 21,798 |
|  | Others |  |  | 11,736 |  |  |  | 11,721 |  |  |  | 7,883 |  |  |  | 9,398 |
|  | Reconciling items |  |  | 164,620 |  |  |  | 151,158 |  |  |  | 140,001 |  |  |  | 148,110 |
|  | Total |  |  | 356,930 |  |  |  | 339,469 |  |  |  | 304,052 |  |  |  | 319,149 |
4. |  | Return on Capital Employed |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | IT Services and Products |  |  | 45 | % |  |  | 42 | % |  |  | 43 | % |  |  | 44 | %
|  | Consumer Care and Lighting |  |  | 20 | % |  |  | 20 | % |  |  | 17 | % |  |  | 18 | %
|  | Others |  |  | 3 | % |  |  | 1 | % |  |  | (1 | )% |  |  | 1 | %
|  | Total |  |  | 21 | % |  |  | 20 | % |  |  | 20 | % |  |  | 20 | %

CORPORATE/INFORMATION TECHNOLOGY

The Company has four geographic segments: India, the United States, Europe and Rest of the world. Revenues from the geographic segments based on domicile of the customer are as follows:

|  | Three months ended |  |  | Year ended |
| June 30, 2012 |  |  | March 31, 2012 |  |  | June 30, 2011 |  |  | March 31, 2012 |
India |  |  | 19,419 |  |  |  | 19,775 |  |  |  | 19,194 |  |  |  | 80,135 |
United States |  |  | 43,006 |  |  |  | 40,309 |  |  |  | 31,220 |  |  |  | 148,160 |
Europe |  |  | 25,784 |  |  |  | 23,439 |  |  |  | 18,858 |  |  |  | 87,186 |
Rest of the world |  |  | 18,321 |  |  |  | 15,168 |  |  |  | 16,368 |  |  |  | 59,768 |
|  |  | 106,530 |  |  |  | 98,691 |  |  |  | 85,640 |  |  |  | 375,249 |

No client individually accounted for more than 10% of the revenues during the three months ended June 30, 2012, March 31, 2012, June 30, 2011 and year ended March 31, 2012.

Notes:

a) | The company has the following reportable segments:

| i) | IT Services: The IT Services segment provides IT and IT enabled services to customers. Key service offering includes software application development, application maintenance, research and development services for hardware and software design, data center outsourcing services and business process outsourcing services.

| ii) | IT Products: The IT Products segment sells a range of Wipro personal desktop computers, Wipro servers and Wipro notebooks. The Company is also a value added reseller of desktops, servers, notebooks, storage products, networking solutions and packaged software for leading international brands. In certain total outsourcing contracts of the IT Services segment, the Company delivers hardware, software products and other related deliverables. Revenue relating to these items is reported as revenue from the sale of IT Products.

| iii) | Consumer Care and Lighting: The Consumer Care and Lighting segment manufactures, distributes and sells personal care products, baby care products, lighting products and hydrogenated cooking oils in the Indian and Asian markets.

| iv) | The Others’ segment consists of business segments that do not meet the requirements individually for a reportable segment as defined in IFRS 8.

| v) | Corporate activities such as treasury, legal and accounting, which do not qualify as operating segments under IFRS 8, and elimination of inter-segment transactions have been considered as ‘reconciling items’.

b) | Revenues include excise duty of 334, 328 and 256 for the three months ended June 30, 2012, March 31, 2012 and June 30, 2011 respectively and 1,205 for the year ended March 31, 2012. For the purpose of segment reporting, the segment revenues are net of excise duty. Excise duty is reported in reconciling items.

c) | For the purpose of segment reporting, the Company has included the impact of ‘foreign exchange gains / (losses)’, net in revenues (which are reported as a part of operating profit in the statement of income).

d) | For evaluating performance of the individual business segments, stock compensation expense is allocated on the basis of straight line amortization. The incremental impact of accelerated amortization of stock compensation expense over stock compensation expense allocated to the individual business segments is reported in reconciling items.

e) | For evaluating the performance of the individual business segments, amortization of intangibles acquired through business combinations are reported in reconciling items.

f) | For evaluating the performance of the individual business segments, loss on disposal of subsidiaries are reported in reconciling items.

g) | The Company generally offers multi-year payment terms in certain total outsourcing contracts. These payment terms primarily relate to IT hardware, software and certain transformation services in outsourcing contracts. Corporate treasury provides internal financing to the business units offering multi-year payments terms. Accordingly, such receivables are reflected in capital employed in reconciling items. As of June 30, 2012, March 31, 2012 and June 30, 2011, capital employed in reconciling items includes 13,101, 13,562 and 13,544, respectively, of such receivables on extended collection terms. The finance income on deferred consideration earned under these contracts is included in the revenue of the respective segment and is eliminated under reconciling items.

h) | Operating income of segments is after recognition of stock compensation expense arising from the grant of options:

Segments |  | Three months ended |  |  | Year ended |
| June 30, 2012 |  |  | March 31, 2012 |  |  | June 30, 2011 |  |  | March 31, 2012 |
IT Services |  |  | 69 |  |  |  | 204 |  |  |  | 306 |  |  |  | 871 |
IT Products |  |  | 5 |  |  |  | 13 |  |  |  | 22 |  |  |  | 62 |
Consumer Care and Lighting |  |  | 25 |  |  |  | 22 |  |  |  | 26 |  |  |  | 89 |
Others |  |  | 5 |  |  |  | 4 |  |  |  | 8 |  |  |  | 26 |
Reconciling items |  |  | (57 | ) |  |  | 6 |  |  |  | (165 | ) |  |  | (99 | )
Total |  |  | 47 |  |  |  | 249 |  |  |  | 197 |  |  |  | 949 |

Management believes that it is currently not practicable to provide disclosure of geographical location wise assets, since the meaningful segregation of the available information is onerous.

10. | Stand-alone information (Audited)

Particulars |  | Three months ended |  |  | Year ended |
| June 30, 2012 |  |  | March 31, 2012 |  |  | June 30, 2011 |  |  | March 31, 2012 |
Income from Operations |  |  | 89,326 |  |  |  | 86,210 |  |  |  | 72,943 |  |  |  | 320,536 |
Profit before Tax |  |  | 15,355 |  |  |  | 17,190 |  |  |  | 14,979 |  |  |  | 59,186 |
Profit after Tax |  |  | 11,580 |  |  |  | 13,513 |  |  |  | 12,913 |  |  |  | 46,851 |

11. The Company has granted Nil, Nil and 30,000 options under RSU Options Plan during the three months ended June 30, 2012, March 31, 2012, June 30, 2011, respectively and 40,000 options under RSU Plan during the year ended March 31 2012. |  |

Place: Bangalore. Date: July 24, 2012 |  | By order of the board, for Wipro Ltd. Azim H Premji Chairman |  | WIPRO LIMITED Regd. Office: Doddakannelli, Sarjapur Road, Bangalore – 560 035. www.wipro.com