EX-99.5 6 d176336dex995.htm EX-99.5

EX-99.5

Exhibit 99.5

WIPRO LIMITED

CIN: L32102KA1945PLC020800 ; Registered Office : Wipro Limited, Doddakanneli, Sarjapur Road, Bangalore—560035, India

Website: www.wipro.com ; Email id – info@wipro.com ; Tel: +91-80-2844 0011 ; Fax: +91-80-2844 0054

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2016

( in millions, except share and per share data, unless otherwise stated)

				Quarter ended												Year ended
		Particulars		March 31, 2016				December 31, 2015				March 31, 2015				March 31, 2016				March 31, 2015
1		Income from operations
		a) Net Sales/income from operations (net of excise duty)			137,417				129,516				121,714				516,307				473,180
		b) Other operating income			—				—				—				—				—
		Total income from operations (net)			137,417				129,516				121,714				516,307				473,180
2		Expenses
		a) Cost of materials consumed			—				—				—				2				34
		b) Purchase of stock-in-trade			8,712				7,599				9,521				30,552				34,454
		c) (Increase)/Decrease in inventories of finished stock, work-in-progress and stock in process 717 (583)											(508	)			(605	)			(2,588	)
		d) Employee benefit expense			63,748				61,465				56,827				245,534				224,838
		e) Depreciation and amortisation expense			4,304				3,764				3,267				14,965				12,823
		f) Sub contracting/technical fees/third party application			19,918				17,410				13,395				67,769				52,303
		g) Other expenses			15,182				15,987				14,656				61,069				55,893				15,182
		Total expenses			112,581				105,642				97,158				419,286				377,757
3		Profit from operations before other income, finance costs and exceptional items (1-2)			24,836				23,874				24,556				97,021				95,423
4		Other Income			5,617				6,227				5,476				23,280				19,859
5		Profit from ordinary activities before finance costs and exceptional items (3+4)			30,453				30,101				30,032				120,301				115,282
6		Finance Costs			1,284				1,423				912				5,582				3,599
7		Profit from ordinary activities after finance costs but before exceptional items (5-6)			29,169				28,678				29,120				114,719				111,683
8		Exceptional items			—				—				—				—				—
9		Profit from ordinary activities before tax (7+8)			29,169				28,678				29,120				114,719				111,683
10		Tax expense			6,626				6,248				6,255				25,305				24,624
11		Net profit from ordinary activities after tax (9-10)			22,543				22,430				22,865				89,414				87,059
12		Extraordinary items (net of tax expense)			—				—				—				—				—
13		Net profit for the period (11+12)			22,543				22,430				22,865				89,414				87,059
14		Share of Profit/(loss) of associates			—				—				—				—				—
15		Minority interest			(193	)			(89	)			(145	)			(492	)			(531	)
16		Net profit after taxes, minority interest and share of profit of associates (13+14+15)			22,350				22,341				22,720				88,922				86,528
17		Paid up equity share capital			4,941				4,941				4,937				4,941				4,937
		(Face value 2 per share)
18		Reserves excluding revaluation reserves															461,137				403,045				4,941
19		EARNINGS PER SHARE (EPS)
		(of 2/- each) (not annualised)
		Before extraordinary items
		Basic (in )			9.10				9.09				9.25				36.20				35.25
		Diluted (in )			9.08				9.07				9.21				36.12				35.13
		After extraordinary items
		(of 2/- each) (not annualised)
		Basic (in )			9.10				9.09				9.25				36.20				35.25
		Diluted (in )			9.08				9.07				9.21				36.12				35.13

1. The consolidated interim financial results of the Company for the quarter and year ended March 31, 2016 have been approved by the Board of Directors of the Company at its meeting held on April 20, 2016. The statutory auditors have expressed an unqualified audit opinion on these financial results.

2. The above consolidated 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 total revenue from operations represent the aggregate revenue and includes foreign exchange gains/ (losses), net amounting to 1,093, 911 and 294 for the quarter ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively, 3,867 and 3,637 for the year ended March 31, 2016 and March 31, 2015, respectively and is net of excise duty amounting to Nil, Nil and Nil for the quarter ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively, Nil and 2 for the year ended March 31, 2016 and March 31, 2015.

4. List of subsidiaries as of March 31, 2016 are provided in the table below:

Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
Wipro LLC (formerly Wipro, Inc.)		Wipro Gallagher Solutions, Inc. Wipro Promax Analytics Solutions LLC [Formerly Promax Analytics Solutions Americas LLC] Infocrossing, Inc. Wipro Insurance Solutions LLC Wipro Data Centre and Cloud Services, Inc. (formerly Macaw Merger, Inc.) Wipro IT Services, Inc.		Opus Capital Markets Consultants LLC HPH Holdings Corp. (A)		USA USA USA USA USA USA USA USA USA
Wipro Overseas IT Services Pvt. Ltd						India
Wipro Japan KK						Japan
Wipro Shanghai Limited						China
Wipro Trademarks Holding Limited						India
Wipro Travel Services Limited						India
Wipro Holdings (Mauritius) Limited		Wipro Holdings UK Limited		Wipro Information Technogoty Austria GmbH(A) (Formerly Wipro Holdings Austria GmbH) Wipro Digital Aps (A)		Mauritius U.K. Austria Denmark

2

Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
				3D Networks (UK) Limited Wipro Europe Limited (formerly SAIC Europe Limited) (A) Wipro Promax Analytics Solutions (Europe) Limited (formerly Promax Analytics Solutions (Europe) Ltd)		U.K. U.K. UK
Wipro Cyprus Private Limited		Wipro Doha LLC# Wipro Technologies S.A DE C.V Wipro BPO Philippines LTD. Inc Wipro Holdings Hungary Korlátolt Felelősségű Társaság Wipro Technologies Argentina SA Wipro Information Technology Egypt SAE Wipro Arabia Limited* Wipro Poland Sp. Z.o.o Wipro IT Services Poland Sp. z o. o Wipro Technologies Australia Pty Ltd (formerly Promax Applications Group Pty Ltd) Wipro Corporate Technologies Ghana Limited Wipro Technologies South Africa (Proprietary) Limited Wipro Information Technology Netherlands BV.		Wipro Technologies Nigeria Limited Wipro Portugal S.A.(A) Wipro Technologies Limited, Russia Wipro Technology Chile SPA Wipro Solutions Canada Limited Wipro Information Technology Kazakhstan LLP		Cyprus Qatar Mexico Philippines Hungary Argentina Egypt Saudi Arabia Poland Poland Australia Ghana South Africa Nigeria Netherland Portugal Russia Chile Canada Kazakhstan

3

Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
		Wipro Technologies SRL PT WT Indonesia Wipro Australia Pty Limited Wipro (Thailand) Co Limited Wipro Bahrain Limited WLL Wipro Gulf LLC Rainbow Software LLC Cellent AG		Wipro Technologies W.T. Sociedad Anonima Wipro Outsourcing Services (Ireland) Limited Wipro IT Services Ukraine LLC Wipro Technologies Norway AS Wipro Technologies VZ, C.A. Wipro Technologies Peru S.A.C Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd) (A) Cellent Mittelstandsberatung GmbH Cellent AG Austria(A)		Costa Rica Ireland Ukraine Norway Venezuela Peru Romania Indonesia Australia Australia Thailand Bahrain Sultanate of Oman Iraq Germany Germany Austria
Wipro Networks Pte Limited (formerly 3D Networks Pte Limited)		Wipro (Dalian) Limited				Singapore China
		Wipro Technologies SDN BHD				Malaysia
Wipro Chengdu Limited						China
Wipro Airport IT Services Limited*						India

* All the above direct subsidiaries are 100% held by the Company except that the Company holds 66.67% of the equity securities of Wipro Arabia Limited and 74% of the equity securities of Wipro Airport IT Services Limited.

# 51% of equity securities of Wipro Doha LLC are held by a local share holder. However, the beneficial interest in these holdings is with the Company.

The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’ and ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa.

^(A)  Step Subsidiary details of Wipro Information Technology Austria GmbH, Wipro Europe Limited, Wipro Portugal S.A, Wipro Promax Holdings Pty Ltd, Wipro Digital Aps, Cellent AG Austria and HPH Holdings Corp. are as follows:

4

Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
Wipro Information Technogoty Austria GmbH (Formerly Wipro Holdings Austria GmbH)		Wipro Technologies Austria GmbH New Logic Technologies SARL				Austria Austria France
Wipro Europe Limited (formerly SAIC Europe Limited)		Wipro UK Limited				U.K. U.K.
Wipro Portugal S.A.		Wipro Retail UK Limited Wipro do Brasil Technologia Ltda Wipro Technologies Gmbh Wipro Do Brasil Sistemetas De Informatica Ltd				Portugal U.K. Brazil Germany Brazil
Wipro Promax Holdings Pty Ltd (formerly Promax Holdings Pty Ltd)		Wipro Promax IP Pty Ltd (formerly PAG IP Pty Ltd)				Australia Australia
Wipro Digital Aps		Designit A/S Designit Denmark A/S Designit MunchenGmbH Designit Oslo A/S Designit Sweden AB Designit T.L.V Ltd. Designit Tokyo Ltd. Denextep Spain Digital, S.L		Designit Colombia S A S		Denmark Denmark Denmark Germany Norway Sweden Israel Japan Spain Colombia
Cellent AG Austria		Frontworx Informationstechnologie AG				Austria Austria
HPH Holdings Corp.		Healthplan Holdings, Inc. Healthplan Services Insurance Agency, Inc. Healthplan Services, Inc. Harrington Health Services Inc.				USA USA USA USA USA

5

5. Segment Information

The Company is organized by the following operating segments; IT Services and IT Products.

IT Services: The IT Services segment primarily consists of IT Service offerings to customers organized by industry verticals as follows: Banking, Financial Services and Insurance (BFSI), Healthcare and Life Sciences (HLS), Retail, Consumer, Transport and Government (RCTG), Energy, Natural Resources and Utilities (ENU), Manufacturing (MFG), Global Media and Telecom (GMT). It also includes Others which comprises dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the statement of Income. Key service offering to customers includes software application development and maintenance, research and development services for hardware and software design, business application services, analytics, digital, consulting, infrastructure outsourcing services and business process services.

IT Products: The Company is 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 the above items is reported as revenue from the sale of IT Products.

The Chairman and Managing Director 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 and operating income.

Assets and liabilities used in the Company’s business are not identified to any of the operating segments, as these are used interchangeably between segments. Management believes that it is currently not practicable to provide segment disclosures relating to total assets and liabilities since a meaningful segregation of the available data is onerous.

6

Information on reportable segment for the quarter ended March 31, 2016, December 31, 2015 and March 31, 2015, and year ended March 31, 2016 and March 31, 2015 is as follows:

		Quarter ended												Year ended
		March 31, 2016				December 31, 2015				March 31, 2015				March 31, 2016				March 31, 2015
Particulars		Audited				Audited				Audited				Audited				Audited
Revenue
IT Services
BFSI			32,551				32,322				29,852				128,147				115,505
HLS			16,905				14,719				13,171				58,358				49,884
RCTG			19,721				19,158				16,258				74,372				62,209
ENU			17,917				17,708				17,437				70,866				71,229
MFG			24,109				22,683				20,582				90,877				80,303
GMT			16,764				16,557				15,117				64,696				61,050
Others											—								—
Total of IT Services			127,967				123,147				112,417				487,316				440,180
IT Products			9,604				6,503				9,454				29,722				34,006
Reconciling Items			(154	)			(134	)			(157	)			(731	)			(1,004	)
Total			137,417				129,516				121,714				516,307				473,182
Segment Result
IT Services
BFSI			6,997				7,199				7,474				28,143				27,378
HLS			3,169				3,188				3,031				12,160				10,565
RCTG			3,687				3,809				3,542				13,898				13,190
ENU			3,638				3,436				4,078				14,382				17,561
MFG			4,482				4,142				4,497				17,752				17,127
GMT			3,389				3,093				2,878				12,317				13,574
Others											—				—				583
Unallocated			303				(47	)			(723	)			1,064				(2,329	)
Total of IT Services			25,665				24,820				24,777				99,716				97,649
IT Products			(290	)			(505	)			58				(864	)			374
Reconciling Items			(539	)			(441	)			(279	)			(1,831	)			(2,600	)
Total			24,836				23,874				24,556				97,021				95,423
Finance Expense			(1,284	)			(1,423	)			(912	)			(5,582	)			(3,599	)
Finance and Other Income			5,617				6,227				5,476				23,280				19,859
Profit before tax			29,169				28,678				29,120				114,719				111,683

7

Notes:

a) ‘Reconciling items’ includes elimination of inter-segment transactions, dividend income/ gains/ losses relating to strategic investments and other corporate activities.

b) Segment result represents operating profits of the segments and dividend income and gains or losses (net) relating to strategic investments, which are presented within “Finance and other income” in the statement of Income.

c) Revenues include excise duty amounting to Nil, Nil and Nil for the quarter ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively, Nil and 2 for the year ended March 31, 2016 and March 31, 2015. For the purpose of segment reporting, the segment revenues are net of excise duty. Excise duty is reported in reconciling items.

d) Revenue from sale of traded cloud based licenses is reported as part of IT Services revenues.

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

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

g) For evaluating the performance of the individual business segments, amortization of intangibles arising out of business combinations are reported in reconciling items.

h) 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. 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.

6. Business Combinations

Cellent AG

On January 5, 2016, the Company obtained control of Cellent AG (“Cellent”) by acquiring 100% of its share capital. Cellent is an IT consulting and software services company offering IT solutions and services to customers in Germany, Switzerland and Austria. This acquisition is expected to provide Wipro with scale and customer relationships, in the Manufacturing and Automotive domains in Germany, Switzerland and Austria region.

The acquisition was executed through a share purchase agreement for a consideration of 5,800 (EUR 80.4 million).

8

The following table presents the provisional allocation of purchase price:

Description		Pre-acquisition carrying amount				Fair value adjustments				Purchase price allocated
Net assets			852				—				852
Customer related intangibles			—				1,001				1,001
Brand			—				317				317
Deferred tax liabilities on intangible assets			—				(391	)			(391	)
Total			852				927				1,779
Goodwill											4,021
Total purchase price											5,800

Net assets acquired include 367 of cash and cash equivalents and trade receivables valued at 1,389.

The goodwill of 4,021 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes.

The pro-forma effects of this acquisition on the Company’s results were not material.

The purchase consideration has been allocated on a provisional basis based on management’s estimates. The Company is in the process of making a final determination of the fair value of assets and liabilities. Finalization of the purchase price allocation may result in certain adjustments to the above allocation.

Healthplan Services

On February 29, 2016, the Company obtained full control of HPH Holdings Corp. (“Healthplan Services”). HealthPlan Services offers market leading technology platforms and a fully integrated Business Process as a Service (BPaaS) solution to Health Insurance companies (Payers) in the individual, group and ancillary markets. HealthPlan Services provides U.S. Payers with a diversified portfolio of health insurance products delivered through its proprietary technology platform.

The acquisition was consummated for a consideration of 31,069 (USD 454.1 million) which includes a deferred earn-out component of 1,115 (USD 16.3 million), which is linked to achievement of revenues and earnings over a period of 3 years ending March 31, 2019. The fair value of the earn-out liability was estimated by applying the discounted cash flow approach considering discount rate of 14.1% and probability adjusted revenue and earnings estimates. This earn-out liability was fair valued at 536 million (USD 7.8 million) and recorded as part of preliminary purchase price allocation.

The following table presents the provisional allocation of purchase price:

Description		Pre-acquisition carrying amount				Fair value adjustments				Purchase price allocated
Net assets			368				1,604				1,972
Technology platform			1,087				1,904				2,991
Customer related intangibles			—				5,853				5,853
Non-compete agreement			—				315				315
Deferred tax liabilities on intangible assets			—				(3,066	)			(3,066	)
Total			1,455				6,610				8,065
Goodwill											22,425
Total purchase price											30,490

9

Net assets acquired include 47 of cash and cash equivalents and trade receivables valued at 2,449.

The goodwill of 22,425 comprises value of acquired workforce and expected synergies arising from the acquisition. Goodwill is not deductible for income tax purposes.

The purchase consideration has been allocated on a provisional basis based on management’s estimates. The Company is in the process of making a final determination of the fair value of assets and liabilities. Finalization of the purchase price allocation may result in certain adjustments to the above allocation.

The pro-forma effects of this acquisition on the Company’s results were not material.

Viteos Group

On December 23, 2015, the Company entered into an agreement to acquire Viteos Group, a Business Process as a Service (BPaaS) provider for the alternative investment management industry for a purchase consideration of USD 130 million. The acquisition is subject to customary closing conditions and regulatory approvals and is expected to be completed in the quarter ending June 30, 2016.

10

7. Statement of Assets and Liabilities

		(  in million, unless stated otherwise)
		As at				As at
Particulars		March 31, 2016				March 31, 2015
I. EQUITY AND LIABILITIES
1. Shareholder’s funds
Share capital			4,941				4,937
Reserves and surplus			461,137				403,045
			466,078				407,982
2. Minority Interest			2,224				1,646
3. Non- current liabilities
Long-term borrowings			17,361				12,707
Deferred tax liabilities			5,108				3,240
Other long term liabilities			7,344				3,729
Long-term provisions			8,245				6,700
			38,058				26,376
4. Current liabilities
Short term borrowings			107,860				66,206
Trade payables and accrued expense			68,187				58,745
Other current liabilities			34,237				29,525
Short term provisions			8,277				9,553
			218,561				164,029
TOTAL EQUITY AND LIABILTIES			724,921				600,033

11

Particulars		As at March 31, 2016				As at March 31, 2015
II ASSETS
1. Non-current assets
Fixed assets
Tangible assets			64,952				54,206
Intangible assets			15,841				7,931
Goodwill			101,991				68,078
Non-current investments			4,907				3,867
Deferred tax assets			3,800				2,945
Long-term loans and advances			11,751				11,409
Other non-current assets			16,088				15,105
			219,330				163,541
2. Current assets
Current investments			132,944				53,908
Inventories			5,390				4,849
Trade receivables			102,380				91,531
Cash and bank balances			99,049				158,940
Short-term loans and advances			7,812				6,490
Other current assets			158,016				120,774
			505,591				436,492
TOTAL ASSETS			724,921				600,033

8. Subsequent Events

On April 20, 2016, the Board of Directors of the Company declared a final dividend of 1 ($ 0.02) per equity share and ADR (50% on an equity share of par value of 2).

On April 20, 2016, the Board of Directors approved a buyback proposal for purchase by the Company of up to 40 million shares of 2 each (representing 1.62% of total equity capital) from the shareholders of the Company on a proportionate basis by way of a tender offer route at a price of 625 per equity share for an aggregate amount not exceeding 25,000 million in accordance with the provisions of the Companies Act, 2013 and the SEBI (Buy Back of Securities) Regulations, 1998.

By order of the Board,		For, Wipro Limited
		Azim H Premji
Place: Bangalore		Chairman &
Date: April 20, 2016		Managing Director

12