EX-99.5 6 d296279dex995.htm EX-99.5

EX-99.5

Exhibit 99.5

WIPRO LIMITED

CIN: L32102KA1945PLC020800 ; Registered Office : Wipro Limited, Doddakannelli, Sarjapur Road, Bengaluru - 560035, India

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

STATUTORILY AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2021

UNDER IFRS (IASB)

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

		Particulars		Three months ended												Nine months ended								Year ended
				December 31, 2021				September 30, 2021				December 31, 2020				December 31, 2021				December 31, 2020				March 31, 2021
		Income from operations
		a) Revenue			203,136				196,674				156,700				582,334				456,976				619,430
		b) Other operating income/(loss), net			14				15				—				2,179				(81	)			(81	)
		c) Foreign exchange gains			1,187				933				566				3,280				2,109				2,995
I		Total income from operations			204,337				197,622				157,266				587,793				459,004				622,344
		Expenses
		a) Purchase of stock-in-trade			2,031				1,628				1,461				5,096				4,893				6,957
		b) Changes in inventories of finished goods and stock-in-trade			(285	)			148				(227	)			(69	)			279				315
		c) Employee benefit expense			114,860				111,202				82,769				328,773				246,199				332,371
		d) Depreciation, amortization and impairment			7,459				7,717				7,927				23,566				20,661				27,656
		e) Sub-contracting/ technical fees			28,190				27,277				20,657				80,086				62,115				83,609
		f) Facility expenses			6,352				6,220				4,996				18,222				14,967				20,255
		g) Travel			2,281				1,645				1,394				5,361				3,948				5,258
		h) Communication			1,391				1,464				1,462				4,371				4,617				6,069
		i) Legal and professional fees			2,015				1,720				1,437				5,942				3,972				5,561
		j) Marketing and brand building			499				510				283				1,434				679				1,011
		k) Lifetime expected credit loss/ (write-back)			(203	)			48				(230	)			(408	)			1,615				1,506
		l) Other expenses			4,212				3,123				1,524				10,244				6,173				8,723
II		Total expenses			168,802				162,702				123,453				482,618				370,118				499,291
III		Finance expenses			1,403				1,459				1,400				3,608				3,966				5,088
IV		Finance and Other Income			3,578				4,114				5,975				12,311				16,465				20,912
V		Share of net profit/ (loss) of associates accounted for using the equity method			76				(10	)			101				73				126				130
VI		Profit before tax [I-II-III+IV+V]			37,786				37,565				38,489				113,951				101,511				139,007
VII		Tax expense			8,063				8,259				8,524				22,547				22,590				30,345
VIII		Profit for the period [VI-VII]			29,723				29,306				29,965				91,404				78,921				108,662
IX		Total Other comprehensive income			1,772				2,055				1,624				7,129				7,295				6,679
		Total comprehensive income for the period [VIII+IX]			31,495				31,361				31,589				98,533				86,216				115,341
X		Profit for the period attributable to:
		Equity holders of the Company			29,690				29,307				29,667				91,318				78,225				107,946
		Non-controlling Interests			33				(1	)			298				86				696				716
					29,723				29,306				29,965				91,404				78,921				108,662
		Total comprehensive income for the period attributable to:
		Equity holders of the Company			31,459				31,362				31,306				98,421				85,573				114,678
		Non-controlling Interests			36				(1	)			283				112				643				663
					31,495				31,361				31,589				98,533				86,216				115,341
XI		Paid up equity share capital (Par value ₹ 2 per share)			10,962				10,962				11,431				10,962				11,431				10,958
XII		Reserves excluding revaluation reserves and Non-controlling Interests as per balance sheet																							542,137
XIII		Earnings per share (EPS)
		(Equity shares of par value of ₹ 2/- each)
		(EPS for the three and nine months ended periods is not annualized)
		Basic (in ₹)			5.43				5.36				5.21				16.71				13.74				19.11
		Diluted (in ₹)			5.42				5.35				5.17				16.67				13.46				19.07

1

1. The audited consolidated financial results of the Company for the three and nine months ended December 31, 2021, have been approved by the Board of Directors of the Company at its meeting held on January 12, 2022. The Company confirms that its statutory auditors, Deloitte Haskins & Sells LLP have issued an audit report with unmodified opinion on the consolidated financial results.

2. The above consolidated financial results have been prepared from the interim condensed consolidated 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”). All amounts included in the consolidated financial results (including notes) are reported in millions of Indian rupees (₹ in millions) except share and per share data, unless otherwise stated.

3. Estimation uncertainty relating to the global health pandemic on COVID-19

In assessing the recoverability of receivables including unbilled receivables, contract assets and contract costs, goodwill, intangible assets, and certain investments, the Company has considered internal and external information up to the date of approval of these consolidated financial results including credit reports and economic forecasts. The Company has performed sensitivity analysis on the assumptions used herein. Based on the current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets.

The Company basis its assessment believes that the probability of the occurrence of forecasted transactions is not impacted by COVID-19. The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing hedge effectiveness and measuring hedge ineffectiveness and continues to believe that there is no impact on effectiveness of its hedges.

The impact of COVID-19 remains uncertain and may be different from what had been estimated as of the date of approval of these consolidated financial results and the Company will continue to closely monitor any material changes to future economic conditions.

4. List of subsidiaries and investments accounted for using equity method as at December 31, 2021 are provided in the table below:

Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
Wipro, LLC						USA
		Wipro Gallagher Solutions, LLC				USA
				Wipro Opus Risk Solutions LLC (formerly known as Wipro Opus Mortgage Solutions LLC)		USA
		Wipro Insurance Solutions, LLC				USA
		Wipro IT Services, LLC				USA
				HealthPlan Services, Inc. **		USA
				Wipro Appirio, Inc. **		USA
				Designit North America, Inc.		USA
				Infocrossing, LLC		USA
				Wipro US Foundation		USA
				International TechneGroup Incorporated **		USA
				Wipro Designit Services, Inc. **		USA
				Wipro VLSI Design Services, LLC		USA
				Cardinal US Holdings, Inc**		USA
				LeanSwift Solutions, Inc**		USA
				Edgile, LLC		USA
Wipro Overseas IT Services Private Limited						India
Wipro Japan KK						Japan
		Designit Tokyo Ltd.				Japan
Wipro Shanghai Limited						China
Wipro Trademarks Holding Limited						India
Wipro Travel Services Limited						India

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Wipro Holdings (UK) Limited						U.K.
		Designit A/S				Denmark
				Designit Denmark A/S		Denmark
				Designit Germany GmbH		Germany
				Designit Oslo A/S		Norway
				Designit Sweden AB		Sweden
				Designit T.L.V Ltd.		Israel
				Designit Spain Digital, S.L.U		Spain
		Wipro Europe Limited				U.K.
				Wipro UK Limited		U.K.
		Wipro Financial Services UK Limited				U.K.
		Wipro IT Services S.R.L.				Romania
		Wipro Gulf LLC				Sultanate of Oman
		Wipro Bahrain Limited Co. W.L.L				Bahrain
		Wipro 4C NV				Belgium
				Wipro 4C Danmark ApS		Denmark
				Wipro 4C Nederland B.V (formerly known as 4C Nederland B.V)		Netherlands
				Wipro Weare4C UK Limited **		U.K.
				Wipro 4C Consulting France SAS		France
Wipro IT Services UK Societas						U.K.
		Wipro Doha LLC #				Qatar
		Wipro Technologies SA DE CV				Mexico
		Wipro Holdings Hungary Korlátolt Felelősségű Társaság				Hungary
				Wipro Holdings Investment Korlátolt Felelősségű Társaság		Hungary
		Wipro Information Technology Egypt SAE				Egypt
		Wipro Arabia Co. Limited *				Saudi Arabia
				Women’s Business Park Technologies Limited *		Saudi Arabia
		Wipro Poland SP Z.O.O				Poland
		Wipro IT Services Poland SP Z.O.O				Poland
		Wipro Technologies Australia Pty Ltd				Australia
				Ampion Holdings Pty Ltd**		Australia
		Wipro Corporate Technologies Ghana Limited				Ghana
		Wipro Technologies South Africa (Proprietary) Limited				South Africa
				Wipro Technologies Nigeria Limited		Nigeria
		Wipro IT Service Ukraine, LLC				Ukraine
		Wipro Information Technology Netherlands BV.				Netherlands
				Wipro Portugal S.A. **		Portugal
				Wipro Technologies Limited		Russia
				Wipro Technology Chile SPA		Chile
				Wipro Solutions Canada Limited		Canada
				Wipro Information Technology Kazakhstan LLP		Kazakhstan
				Wipro Technologies W.T. Sociedad Anonima		Costa Rica
				Wipro Outsourcing Services (Ireland) Limited		Ireland
				Wipro Technologies Peru SAC		Peru
				Wipro do Brasil Technologia Ltda **		Brazil
		Wipro Technologies SA				Argentina
		Wipro Technologies SRL				Romania
		PT. WT Indonesia				Indonesia
		Wipro (Thailand) Co. Limited				Thailand
		Rainbow Software LLC				Iraq
		Cardinal Foreign Holdings S.á.r.l				Luxembourg
				Cardinal Foreign Holdings 2 S.á.r.l **		Luxembourg

3

Wipro Networks Pte Limited						Singapore
		Wipro (Dalian) Limited				China
		Wipro Technologies SDN BHD				Malaysia
Wipro Chengdu Limited						China
Wipro Philippines, Inc.						Philippines
Wipro IT Services Bangladesh Limited						Bangladesh
Wipro HR Services India Private Limited						India
Encore Theme Technologies Private Limited *						India
Wipro VLSI Design Services India Private Limited (Formerly known as Eximius Design India Private Limited)						India
Capco Technologies Private Limited						India
*   All the above direct subsidiaries are 100% held by the Company except that the Company holds 83.4% of the equity securities of Encore Theme Technologies Private Limited, 66.67% of the equity securities of Wipro Arabia Co. Limited and 55% of the equity securities of Women’s Business Park Technologies Limited are held by Wipro Arabia Co. Limited. The remaining 16.6% equity securities of Encore Theme Technologies Private Limited will be acquired subject to and after receipt of certain regulatory approvals/confirmations.
#   51% of equity securities of Wipro Doha LLC are held by a local shareholder. However, the beneficial interest in these holdings is with the Company. The Company controls ‘The Wipro SA Broad Based Ownership Scheme Trust’, ‘Wipro SA Broad Based Ownership Scheme SPV (RF) (PTY) LTD incorporated in South Africa and Wipro Foundation in India.
**   Step Subsidiary details of Wipro Portugal S.A, Wipro do Brasil Technologia Ltda, HealthPlan Services, Inc, International TechneGroup Incorporated, Wipro Appirio, Inc., Wipro Designit Services, Inc., Wipro Weare4C UK Limited, Cardinal US Holdings, Inc, Cardinal Foreign Holdings 2 S.á.r.l, Ampion Holdings Pty Ltd, and LeanSwift Solutions, Inc are as follows:
Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
Wipro Portugal S.A.						Portugal
		Wipro Technologies GmbH				Germany
				Wipro IT Services Austria GmbH		Austria
				Wipro Business Solutions GmbH (formerly known as Metro-nom GmbH)***		Germany
Wipro do Brasil Technologia Ltda						Brazil
		Wipro Do Brasil Sistemetas De Informatica Ltd				Brazil
		Wipro do Brasil Servicos Ltda				Brazil
HealthPlan Services, Inc.						USA
		HealthPlan Services Insurance Agency, LLC				USA
International TechneGroup Incorporated						USA
		International TechneGroup Ltd.				U.K.
		ITI Proficiency Ltd				Israel
		International TechneGroup S.R.L.				Italy
				MechWorks S.R.L.		Italy
Wipro Appirio, Inc.						USA
		Wipro Appirio, K.K. (formerly known as Appirio, K.K)				Japan
		Topcoder, LLC.				USA
		Wipro Appirio (Ireland) Limited				Ireland
				Wipro Appirio UK Limited		U.K.
Wipro Designit Services, Inc						USA
		Wipro Designit Services Limited				Ireland
Wipro Weare4C UK Limited						U.K.
		CloudSocius DMCC				UAE

4

Cardinal Foreign Holdings 2 S.á.r.l						Luxembourg
		Grove Holdings 2 S.á.r.l				Luxembourg
				The Capital Markets Company BV***		Belgium
				Capco Brasil Serviços E Consultoria Em Informática Ltda		Brazil
Cardinal US Holdings, Inc						USA
		The Capital Markets Company LLC				USA
				CAPCO (US) LLC		USA
		Capco Consulting Services LLC				USA
		Capco RISC Consulting LLC				USA
		ATOM Solutions LLC				USA
		NEOS Holdings LLC				USA
				NEOS LLC		USA
				NEOS Software LLC		USA
Ampion Holdings Pty Ltd						Australia
		Ampion Pty Ltd				Australia
				Crowdsprint Pty Ltd		Australia
				Revolution IT Pty Ltd		Australia
				Iris Holdco Pty Ltd***		Australia
LeanSwift Solutions, Inc						USA
		LeanSwift Solutions, LLC				USA
		LeanSwift AB				Sweden
***  Step Subsidiary details of The Capital Markets Company BV, Wipro Business Solutions GmbH (formerly known as Metro-nom GmbH) and Iris Holdco Pty Ltd are as follows:
Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
The Capital Markets Company BV						Belgium
		Capco Belgium BV				Belgium
		The Capital Markets Company (UK) Ltd				UK
				Capco (UK) 1, Limited		UK
		The Capital Markets Company Limited				Canada
				Capco (US) GP LLC****		USA
		The Capital Markets Company Limited				Hong Kong
				Capco Consulting Services (Guangzhou) Company Limited		China
		The Capital Markets Company s.r.o				Slovakia
		The Capital Markets Company S.A.S				France
		Capco Poland sp. z.o.o				Poland
		The Capital Markets Company S.á.r.l				Switzerland
				Andrion AG		Switzerland
		The Capital Markets Company BV				Netherlands
		CapAfric Consulting (Pty) Ltd				South Africa
		Capco Consulting Singapore Pte. Ltd				Singapore
		Capco Sweden AB				Sweden
		The Capital Markets Company GmbH				Germany
				Capco Austria GmbH		Austria
		Capco Consultancy (Malaysia) Sdn. Bhd				Malaysia
		Capco Greece Single Member P.C				Greece
		Capco Consultancy (Thailand) Ltd				Thailand
Wipro Business Solutions GmbH (formerly known as Metro-nom GmbH)						Germany
		Wipro Technology Solutions S.R.L (formerly known as Metro Systems Romania S.R.L)				Romania
Iris Holdco Pty Ltd						Australia
		Iris Bidco Pty Ltd				Australia
				Shelde Pty Ltd		Australia

5

****Step Subsidiary details of Capco (US) GP LLC is as follows:
Subsidiaries		Subsidiaries		Subsidiaries		Country of Incorporation
Capco (US) GP LLC						USA
		Capco (Canada) GP ULC				Canada
As at December 31, 2021, the Company held 43.7% interest in Drivestream Inc, accounted for using the equity method.
The list of controlled trusts are:
Name of the entity				Country of incorporation
Wipro Equity Reward Trust				India
Wipro Foundation				India
Capco (Canada) LP@				Canada
@   The Capital Markets Company Limited (Canada) and Capco (Canada) GP ULC act as Limited and General Partners, respectively.

5. Segment Information

The Company is organized into the following operating segments: IT Services, IT Products and India State Run Enterprise segment (“ISRE”).

IT Services: During the year ended March 31, 2021, in order to broad base our growth, the Company re-organized IT Services segment to four Strategic Market Units (“SMUs”) - Americas 1, Americas 2, Europe and Asia Pacific Middle East Africa (“APMEA”).

Americas 1 and Americas 2 are primarily organized by industry sector, while Europe and APMEA are organized by countries.

Americas 1 includes the entire business of Latin America (“LATAM”) and the following industry sectors in the United States of America: healthcare and medical devices, consumer goods and life sciences, retail, transportation and services, communications, media and information services, technology products and platforms. Americas 2 includes the entire business in Canada and the following industry sectors in the United States of America: banking, financial services and insurance, manufacturing, hi-tech, energy and utilities. Europe consists of the United Kingdom and Ireland, Switzerland, Germany, Benelux, the Nordics and Southern Europe. APMEA consists of Australia and New Zealand, India, Middle East, South East Asia, Japan and Africa.

The corresponding information for the three and nine months ended December 31, 2020 has been re-stated to give effect to the above changes.

Revenue from each customer is attributed to the respective SMUs based on the location of the customer’s primary buying center of such services. With respect to certain strategic global customers, revenue may be generated from multiple countries based on such customer’s buying centers, but the total revenue related to these strategic global customers are attributed to a single SMU based on the geographical location of key decision makers.

Prior to the Company’s re-organization of its IT services segment, the IT services segment was organized by seven industry verticals: Banking, Financial Services and Insurance (“BFSI”), Health Business unit (“Health BU”), Consumer Business unit (“CBU”), Energy, Natural Resources & Utilities (“ENU”), Manufacturing (“MFG”), Technology (“TECH”) and Communications (“COMM”).

Our IT Services segment provides a range of IT and IT enabled services which include digital strategy advisory, customer centric design, technology consulting, IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, cloud and infrastructure services, business process services, cloud, mobility and analytics services, research and development and hardware and software design.

IT Products: The Company is a value-added reseller of security, packaged and SaaS 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.

ISRE: This segment consists of IT Services offerings to entities and/or departments owned or controlled by Government of India and/or any State Governments.

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 and operating income.

6

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.

Information on reportable segments for the three months ended December 31, 2021, September 30, 2021 and December 31, 2020, nine months ended December 31, 2021 and December 31, 2020 and year ended March 31, 2021 are as follows:

		Three months ended												Nine months ended								Year ended
Particulars		December 31, 2021				September 30, 2021				December 31, 2020				December 31, 2021				December 31, 2020				March 31, 2021
		Audited				Audited				Audited				Audited				Audited				Audited
Revenue
IT Services
Americas 1			56,644				53,205				45,015				159,532				131,581				178,091
Americas 2			61,076				59,260				44,702				175,441				133,346				179,821
Europe			59,620				58,619				42,880				172,700				120,334				165,441
APMEA			23,596				22,715				20,717				67,543				61,637				82,462
Total of IT Services			200,936				193,799				153,314				575,216				446,898				605,815
IT Products			1,767				1,894				1,563				4,972				5,568				7,685
ISRE			1,623				1,867				2,388				5,427				6,610				8,912
Reconciling Items			(3	)			47				1				(1	)			9				13
Total Revenue			204,323				197,607				157,266				585,614				459,085				622,425
Other operating income/(loss), net
IT Services			14				15				—				2,179				(81	)			(81	)
Total Other operating income/(loss), net			14				15				—				2,179				(81	)			(81	)
Segment Result
IT Services
Americas 1			11,390				10,521				8,075				31,290				23,177				33,040
Americas 2			12,057				11,819				10,190				35,226				31,089				41,589
Europe			9,172				9,186				9,283				26,683				22,969				31,673
APMEA			2,483				3,028				2,778				8,577				8,402				11,476
Unallocated			173				(156	)			2,945				73				3,896				5,153
Other operating income/(loss), net			14				15				—				2,179				(81	)			(81	)
Total of IT Services			35,289				34,413				33,271				104,028				89,452				122,850
IT Products			96				94				78				137				(100	)			45
ISRE			134				393				471				1,002				474				1,061
Reconciling Items			16				20				(7	)			8				(940	)			(903	)
Total			35,535				34,920				33,813				105,175				88,886				123,053
Finance expenses			(1,403	)			(1,459	)			(1,400	)			(3,608	)			(3,966	)			(5,088	)
Finance and Other Income			3,578				4,114				5,975				12,311				16,465				20,912
Share of net profit/ (loss) of associates accounted for using the equity method			76				(10	)			101				73				126				130
Profit before tax			37,786				37,565				38,489				113,951				101,511				139,007

Notes

a) Effective beginning of fiscal year ended March 31, 2021, revenue from sale of traded cloud-based licenses is no longer reported in IT Services revenue and finance income on deferred consideration earned under total outsourcing contracts is not included in segment revenue. Further, for evaluating performance of the individual operating segments, stock compensation expense is allocated based on the accelerated amortization as per IFRS 2. Segment information for the three and nine months ended December 31, 2020 has been re-stated to give effect to these changes.

b) “Reconciling items” includes elimination of inter-segment transactions and other corporate activities.

7

c) Revenue from sale of company owned intellectual properties is reported as part of IT Services revenues.

d) For the purpose of segment reporting, the Company has included the net impact of foreign exchange in revenues amounting to ₹ 1,187, ₹ 933 and ₹ 566 for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020 respectively, ₹ 3,280 and ₹ 2,109 for the nine months ended December 31, 2021, December 31, 2020, and ₹ 2,995 for the year ended March 31, 2021, which is reported under foreign exchange gains in the consolidated financial results.

e) During the nine months ended December 31, 2020, and year ended March 31, 2021 the Company has contributed ₹ 991 towards COVID-19 and is reported in Reconciling items.

f) Segment results are after considering the impact of impairment charge of ₹ 995 in Americas 1 for the three months ended December 31, 2020 and ₹ 1,257 and ₹ 192 in Americas 1 and Europe, respectively, for the nine months ended December 31, 2020. Further, an impairment charge of ₹ 678 for the three and nine months ended December 31, 2020, towards certain marketing-related intangible assets and software platform recognized on acquisitions, is allocated to all IT Services SMUs. The remaining impairment charge of ₹ Nil and ₹ 300 for the three and nine months ended December 31, 2020, respectively is included under unallocated.

g) Segment results for the year ended March 31, 2021, are after considering the impact of impairment charge of ₹ 1,250 in Americas 1 and ₹ 192 in Europe, respectively. Further, an impairment charge of ₹ 674 for the year ended March 31, 2021, respectively towards certain marketing-related intangible assets and software platform recognized on acquisitions, is allocated to all IT Services SMUs. The remaining impairment charge of ₹ 302 for the year ended March 31, 2021 is included under unallocated.

h) Segment results for the year ended March 31, 2021, are after considering additional amortization of ₹ 795 in Americas 2 due to change in our estimate of useful life of the customer-related intangibles in an earlier business combination.

i) Other operating income/(loss) of ₹ 14, ₹ 15 and ₹ Nil for the three months ended December 31, 2021, September 30, 2021, and December 31, 2020 respectively, ₹ 2,179 and ₹ (81) for the nine months ended December 31, 2021, December 31, 2020, and ₹ (81) for the year ended March 31, 2021. Refer to Note 6.

j) Segment results of IT Services segment are after recognition of share-based compensation expense ₹ 805, ₹ 652 and ₹ 577 for the three months ended December 31, 2021, September 30, 2021 and December 31, 2020 respectively, ₹ 2,434 and ₹ 1,806 for the nine months ended December 31, 2021 and December 31, 2020 respectively, and ₹ 2,897 for the year ended March 31, 2021.

6. Other operating income/(loss), net

The Company has partially met the first and second-year business targets pertaining to sale of hosted data center business concluded during the year ended March 31, 2019. Change in fair value of the callable units pertaining to achievement of cumulative business targets amounting to ₹ Nil and ₹ (81) for the three and nine months ended December 31, 2020 has been recognized under other operating income/(loss), net.

During the nine months ended December 31, 2021, as a result of acquisition by another investor, the Company sold its investment in Ensono Holdings, LLC for a consideration of ₹ 5,614 and recognized a cumulative gain of ₹ 1,249 (net of tax ₹ 429) in other comprehensive income being profit on sale of investment designated as FVTOCI. The Company also recognized ₹ 1,230 for the nine months ended December 31, 2021 under other operating income/(loss), net towards change in fair value of callable units pertaining to achievement of cumulative business targets.

During the nine months ended December 31, 2021, as a result of acquisition of by another investor, the Company sold its investment in Denim Group, Ltd. and Denim Group Management, LLC (“Denim Group”), accounted for using the equity method, for a consideration of ₹ 1,648 and recognized a cumulative gain of ₹ 949 in other operating income/(loss), net including reclassification of exchange differences on foreign currency translation.

7. Business combinations

Summary of acquisitions during the nine months ended December 31, 2021 is given below:

Capco and its subsidiaries (“Capco”)

On March 4, 2021, the Company entered into a definitive agreement to acquire 100% equity interest in Capco, a global management and technology consultancy company providing digital, consulting and technology services to financial institutions in the Americas, Europe and Asia Pacific, and its subsidiaries. The acquisition was consummated on April 29, 2021 and total cash consideration paid was ₹ 109,530. The following table presents the provisional purchase price allocation:

Description		Acquiree’s carrying amount				Fair value adjustments				Purchase price allocated
Net assets		₹	4,379			₹	—			₹	4,379
Customer-related intangibles			—				24,273				24,273
Marketing-related intangibles			—				8,083				8,083
Deferred tax liabilities on intangible assets			—				(9,383	)			(9,383	)
Total		₹	4,379			₹	22,973			₹	27,352
Goodwill											82,178
Total purchase price										₹	109,530

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Ampion Holdings Pty Ltd and its subsidiaries (“Ampion”)

On April 1, 2021, the Company entered into a definitive agreement to acquire 100% equity interest in Ampion, an Australia-based provider of cyber security, DevOps and quality engineering services. The acquisition was consummated on August 6, 2021 and total cash consideration paid was ₹ 9,102. The following table presents the provisional purchase price allocation:

Description		Acquiree’s carrying amount				Fair value adjustments				Purchase price allocated
Net assets		₹	1,158			₹	—			₹	1,158
Customer-related intangibles			—				1,748				1,748
Marketing-related intangibles			—				460				460
Deferred tax liabilities on intangible assets			—				(663	)			(663	)
Total		₹	1,158			₹	1,545			₹	2,703
Goodwill											6,399
Total purchase price										₹	9,102

Edgile, LLC (“Edgile”)

On December 19, 2021, the Company entered into a definitive agreement to acquire 100% equity interest in Edgile, a USA based transformational cybersecurity consulting provider that focuses on risk and compliance, information and cloud security, and digital identity. The acquisition was consummated on December 31, 2021 for total consideration (upfront cash payout to acquire control and contingent consideration) of ₹ 17,117.

The following table presents the provisional purchase price allocation:

Description		Acquiree’s carrying amount				Fair value adjustments				Purchase price allocated
Net assets		₹	1,309			₹	—			₹	1,309
Customer-related intangibles			—				1,747				1,747
Marketing-related intangibles			—				1,160				1,160
Total		₹	1,309			₹	2,907			₹	4,216
Goodwill											12,901
Total purchase price										₹	17,117

LeanSwift Solutions Inc. and its subsidiaries (“LeanSwift”)

On December 14, 2021, the Company entered into a definitive agreement to acquire 100% equity interest in LeanSwift, a system integrator of Infor products for customers across the Americas and Europe. The acquisition was consummated on December 31, 2021 and total cash consideration paid was ₹ 1,606.

The following table presents the provisional purchase price allocation:

Description		Acquiree’s carrying amount				Fair value adjustments				Purchase price allocated
Net assets		₹	210			₹	—			₹	210
Customer-related intangibles			—				89				89
Marketing-related intangibles			—				119				119
Deferred tax liabilities on intangible assets							(58	)			(58	)
Total		₹	210			₹	150			₹	360
Goodwill											1,246
Total purchase price										₹	1,606

8. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stake holders which are under active consideration by the Ministry. Based on an initial assessment by the Company and its Indian subsidiaries, the additional impact on Provident Fund contributions by the Company and its Indian subsidiaries is not expected to be material, whereas, the likely additional impact on Gratuity liability / contributions by the Company and its Indian subsidiaries could be material. The Company and its Indian subsidiaries will complete their evaluation once the subject rules are notified and will give appropriate impact in the financial results in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

9. As part of customer contract with Metro AG, the Company has acquired Metro-nom GmbH (currently known as Wipro Business Solutions GmbH) and Metro Systems Romania S.R.L (currently known as Wipro Technology Solutions S.R.L), the IT units of Metro AG in Germany and Romania, respectively, for a consideration of ₹ 4,964. Considering the terms and conditions of the agreement, the Company has concluded that this transaction does not meet the definition of Business under IFRS 3 “Business Combinations”. The transaction was consummated on April 1, 2021. The fair value of net assets acquired aggregating to ₹ 4,559 is allocated to respective assets and liabilities. The excess of consideration paid, and net assets taken over is accounted as ‘costs to obtain contract’, which will be amortized over the tenure of the contract as reduction in revenues.

10. On June 23, 2021, Wipro IT Services LLC, a wholly owned step-down subsidiary of Wipro Limited, issued ₹ 55,748 (US$ 750 million) in unsecured notes 2026 (the “Notes”). The Notes bear interest at a rate of 1.50% per annum and will mature on June 23, 2026. The notes were issued at the discounted price of 99.636% against par value and have an effective interest rate of 1.6939% after considering the issue expenses and discount of ₹ 501 (US$6.7 million). Interest on the Notes is payable semi-annually on June 23 and December 23 of each year, commencing from December 23, 2021. The Notes are listed on Singapore Exchange Securities Trading Limited (SGX-ST).

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11. Events after the reporting period

The Board of Directors in their meeting held on January 12, 2022, declared an interim dividend of ₹ 1/- (USD 0.01) per equity share and ADR (50% on an equity share of par value of ₹ 2/-).

By order of the Board,				For, Wipro Limited
Place: Bengaluru Date: January 12, 2022				Rishad A. Premji Chairman

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