UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

(Mark One)

o		Registration statement pursuant to section 12(b) or (g) of the Securities Exchange Act of 1934

þ		Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2009

o		Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                                     to                                    

o		Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

WIPRO LIMITED

(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Bangalore, Karnataka, India
(Jurisdiction of incorporation or organization)

Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0055
(Address of principal executive offices)

(Name, telephone, email and/or facsimile number and address of contact person)

Title of each class American Depositary Shares, each represented by one Equity Share, par value Rs. 2 per share.		Name of each exchange on which registered New York Stock Exchange

None

(Title of Class)

Not Applicable

(Title of Class)

     Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 1,464,980,746 Equity Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes þ     No o

     If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, 1934 Yes o     No þ

     Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes o     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

     Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing

U.S. GAAP		þ		International Financial Reporting Standards as issued by the International Accounting Standards Board				Other

     If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

     Item 17 o          Item 18 o

     If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

     Yes o     No þ

 

 

Currency of Presentation and Certain Defined Terms

In this Annual Report on Form 20-F, references to “U.S.”, or “United States” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “U.K.” are to the United Kingdom. Reference to “$” or “US$” or “dollars” or “U.S. dollars” are to the legal currency of the United States, references to “£” or “Pound Sterling” are to the legal currency of United Kingdom and references to “Rs.” or “Rupees” or “Indian rupees” are to the legal currency of India. All amounts are in Rs. or in U.S. dollars unless stated otherwise. Our financial statements are presented in Indian rupees and translated into U.S. dollars solely for the convenience of the readers and are prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”). References to “Indian GAAP” are to Indian Generally Accepted Accounting Principles. References to a particular “fiscal” year are to our fiscal year ended March 31 of such year.

All references to “we”, “us”, “our”, “Wipro” or the “Company” shall mean Wipro Limited and, unless specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries. “Wipro” is our registered trademark in the United States and India. All other trademarks or trade names used in this Annual Report on Form 20-F are the property of the respective owners.

Except as otherwise stated in this Annual Report, all translations from Indian rupees to U.S. dollars are based on the certified foreign exchange rates published by Federal Reserve Board of New York on March 31, 2009, which was Rs. 50.87 per $1.00. No representation is made that the Indian rupee amounts have been, could have been or could be converted into United States dollars at such a rate or any other rate. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding. Information contained in our website, www.wipro.com, is not part of this Annual Report.

Forward-Looking Statements May Prove Inaccurate

In addition to historical information, this Annual Report on Form 20-F contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts but instead represent our beliefs regarding future events, many of which are, by their nature, inherently uncertain and outside our control. As a result, the forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, and reported results should not be viewed as an indication of future performance. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The forward-looking statements contained herein are identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, “outlook”, “probably”, “project”, “will”, “seek”, “target” and similar terms and phrases. Such forward-looking statements include, but are not limited to, statements concerning:

	•		our strategy to finance our operations, including our planned construction and expansion;
	•		future marketing efforts, advertising campaigns, and promotional efforts;
	•		future growth and market share projections, including projections regarding developments in technology and the effect of growth on our management and other resources;
	•		the effect of facility expansion on our fixed costs;
	•		our future expansion plans, including our intention to establish new development facilities in Southeast Asia and Europe;
	•		our future acquisition strategy, including plans to acquire or make investments in complementary businesses, technologies, services or products, or enter into strategic partnerships with parties who can provide access to those assets;
	•		the future impact of our acquisition;
	•		our strategy and intentions regarding new product branding, including intentions to introduce acquired personal care product brands to establish our presence in the markets for personal care products in India;
	•		the future competitive landscape and the effects of different pricing strategies;
	•		the effect of current tax laws, including the branch profit tax;
	•		the effect of future tax laws on our business;
	•		the outcome of any legal proceeding, hearing, or dispute (including tax hearings) and the resulting effects on our business;
	•		projections that the legal proceedings and claims that have arisen in the ordinary course of our business will not have a material and adverse effect on the results of operations or the financial position of the Company;
	•		expectations of future a dividend payout;
	•		projections that our cash and cash equivalent along with cash generated from operations will be sufficient to meet certain of our obligations;
	•		our compensation strategy;
	•		projections regarding currency transactions, including the effect of exchange rates on the Indian rupee and the U.S. dollar;
	•		the nature of our revenue streams, including the portion of our IT Services revenue generated from a limited number of corporate clients;
	•		the effect of a strategically located network of software development centers, and whether it will provide us with cost advantages;
	•		our ability to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology;
	•		projections regarding future economic policy, legislation, foreign investment, currency exchange and other policy matters that may affect our business;
	•		the nature and flexibility of our business model;
	•		expectations as to our future revenue, margins, expenses and capital requirements; and
	•		market risk in the section titled “Quantitative and Qualitative Disclosure About Market Risk” under Item 11 of this Annual Report on Form 20-F.

We wish to ensure that all forward-looking statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, all forward-looking statements are qualified in their entirety by reference to, and are accompanied by, the discussion of certain important factors that could cause actual results to differ materially from those projected in such forward-looking statements in this report, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We caution the reader that this list of important factors may not be exhaustive. We operate in rapidly changing businesses, and new risk factors emerge from time to time. We cannot predict every risk factor, nor can we assess the impact, if any, of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. In addition, readers should carefully review the other information in this Annual Report on Form 20-F and in the Company’s periodic reports and other documents filed with the Securities and Exchange Commission (“SEC”) from time to time.

TABLE OF CONTENTS

Part I -			4
Item 1. Identity of Directors, Senior Management and Advisers			4
Item 2. Offer Statistics and Expected Timetable			4
Item 3. Key Information			5
Item 4. Information on the Company			21
Item 4A Unresolved Staff Comments			39
Item 5. Operating and Financial Review and Prospects			39
Item 6. Directors, Senior Management and Employees			59
Item 7. Major Shareholders and Related Party Transactions			68
Item 8. Financial Information			69
Item 9. The Offer and Listing			69
Item 10. Additional Information			72
Item 11. Quantitative and Qualitative Disclosure About Market Risk			85
Item 12. Description of Securities Other than Equity Securities			87
Part II -			87
Item 13. Defaults, Dividend Arrearages and Delinquencies			87
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds			87
Item 15. Controls and Procedures			87
Item 16 A. Audit Committee Financial Expert			90
Item 16 B. Code of Ethics			90
Item 16 C. Principal Accountant Fees and Services			90
Item 16 D. Exemptions from the Listing Standards for Audit Committees			91
Item 16 E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers			91
Item 16 F. Changes in registrant’s Certifying Accountant			91
Item 16 G. Corporate Governance			91
Part III -			91
Item 17. Financial Statements			91
Item 18. Financial Statements			92
Item 19. Exhibits			128
EX-12.1
EX-12.2
EX-13
EX-15.1

PART I

Item 1. Identity of Directors, Senior Management and Advisers

          Not applicable.

Item 2. Offer Statistics and Expected Timetable

          Not applicable

Item 3. Key Information

Summary of Selected Consolidated Financial Data

     The selected consolidated financial data should be read in conjunction with the consolidated financial statements, the related notes and operating and financial review and prospects which are included elsewhere in this Annual Report. The selected consolidated statements of income data for the five years ended March 31, 2009 and selected consolidated balance sheet data as of March 31, 2005, 2006, 2007, 2008 and 2009 in Indian rupees have been prepared and presented in accordance with U.S. GAAP and have been derived from our audited consolidated financial statements and related notes.

(In millions, except per equity share data)

		2005				2006				2007				2008				2009				2009
																						Convenience
																						translation into
																						US$
Consolidated statements of income data:
Revenues:
Services			65,398				86,610				117,819				146,170				193,924				3,812
Products			15,955				19,287				31,612				51,258				60,640				1,192
Total			81,353				106,107				149,431				197,428				254,564				5,004
Cost of revenues:
Services			(41,473	)			(56,546	)			(76,488	)			(98,606	)			129,769				2,551
Products			(12,655	)			(15,303	)			(25,980	)			(40,630	)			48,407				952
Total			(54,128	)			(71,849	)			(102,468	)			(139,236	)			(178,176	)			3,503
Gross profit			27,225				34,258				46,963				58,192				76,388				1,502
Operating expenses:
Selling and marketing expenses			(5,466	)			(6,764	)			(9,173	)			(13,807	)			(17,762	)			(349	)
General and administrative expenses			(3,744	)			(5,239	)			(7,639	)			(10,820	)			(14,696	)			(289	)
Amortization of intangible assets			(140	)			(64	)			(269	)			(616	)			(1,488	)			(29	)
Other operating income/ (expenses)			(18	)			(138	)			24				765				(1,052	)			(21	)
Operating income			17,857				22,053				29,906				33,714				41,390				814
Gain/ (loss) on sale of stock by affiliates, including direct issue of stock by affiliate			(207	)			—				—				—				—				—
Other income/ (expense), (net)			800				1,196				2,628				2,167				(1,816	)			(36	)
Equity in earnings / (losses) of affiliates			158				288				318				257				362				7
Income before income taxes, minority interest and cumulative effect of changes in accounting policy			18,608				23,537				32,852				36,138				39,936				785
Income taxes			(2,694	)			(3,265	)			(3,723	)			(3,873	)			(5,422	)			(107	)
Minority interest			(81	)			(1	)			—				(24	)			(99	)			(2	)
Income before cumulative effect of change in accounting principle			15,833				20,271				29,129				32,241				34,415				677
Cumulative effect of change in accounting principle			—				—				39				—				—				—
Net income		Rs.	15,833			Rs.	20,271			Rs.	29,168			Rs.	32,241			Rs.	34,415			$	677
Earnings per share:
Basic
Income before cumulative effect of change in accounting principle			11.38				14.41				20.42				22.23				23.67				0.47
Cumulative effect of change in accounting principle			—				—				0.03				—				—				—
Net income			11.38				14.41				20.45				22.23				23.67				0.47
Diluted
Income before cumulative effect of change in accounting principle			11.29				14.24				20.17				22.16				23.63				0.46
Cumulative effect of change in accounting principle			—				—				0.03				—				—				—
Net income			11.29				14.24				20.20				22.16				23.63				0.46
Cash dividend per equity share			4.84				2.50				10.00				3.00				4.00

		2005				2006				2007				2008				2009				2009
																						Convenience
																						translation into
																						US$
Additional data:
Revenue by segment
IT Services		Rs.	65,398			Rs.	86,610			Rs.	117,640			Rs.	146,260			Rs.	191,193			$	3,758
IT Products			8,686				10,378				16,965				24,619				33,424				657
Consumer Care and Lighting			4,555				5,625				7,563				14,619				19,243				378
Others			2,674				3,285				7,066				12,055				8,958				176
Reconciling items			40				209				197				(125	)			1,746				34
Total		Rs.	81,353			Rs.	106,107			Rs.	149,431			Rs.	197,428			Rs.	254,564			$	5,004
Operating income by segment
IT Services		Rs.	16,363			Rs.	20,238			Rs.	27,927			Rs.	30,488			Rs.	38,810			$	763
IT Products			432				575				639				869				1,218				24
Consumer Care and Lighting			671				799				1,067				1,842				2,294				45
Others			466				487				384				878				(326	)			(6	)
Reconciling items			(75	)			(46	)			(111	)			(363	)			(606	)			(12	)
Total		Rs.	17,857			Rs.	22,053			Rs.	29,906			Rs.	33,714			Rs.	41,390			$	814
Consolidated Balance Sheet Data:
Cash and cash equivalents		Rs.	5,671			Rs.	8,858			Rs.	12,412			Rs.	39,270			Rs.	49,117			$	966
Restricted cash			—				—				7,238				—				—				—
Short-term Investments			22,958				30,315				32,410				14,808				16,180				318
Working capital (1)			36,449				50,691				57,444				53,643				52,154				1,025
Total assets			72,075				102,827				146,084				224,502				291,087				5,722
Total debt (excluding capital lease obligation)			564				705				3,757				43,732				55,388				1,089
Total stockholders equity			56,729				78,764				101,468				129,354				150,182				2,952

Exchange Rates

     Fluctuations in the exchange rate between the Indian rupee and the U.S. dollar will affect the U.S. dollar equivalent of the Indian rupee price of our equity shares on the Indian stock exchanges and, as a result, will likely affect the market price of our American Depositary Shares, or ADSs, listed on the New York Stock Exchange, and vice versa. Such fluctuations will also affect the U.S. dollar conversion by our depositary for the ADSs, Morgan Guaranty Trust Company of New York, or Depositary, of any cash dividends paid in Indian rupees on our equity shares represented by the ADSs.

     The following table sets forth, for the fiscal years indicated, information concerning the amount of Indian rupees for which one U.S. dollar could be exchanged based on the certified foreign exchange rates published by Federal Reserve Board of New York. The column titled “Average” in the table below is the average of the certified foreign exchange rates on the last business day of each month during the year.

Fiscal Year Ended March 31,		Period End				Average				High				Low
2009		Rs. 50.87				Rs. 46.32				Rs. 51.96				Rs. 39.73
2008			40.02				40.13				43.05				38.48
2007			43.10				45.06				46.83				42.78
2006			44.48				44.21				46.26				43.05
2005			43.62				44.87				46.45				43.27

     On May 8, 2009, the certified foreign exchange rates published by Federal Reserve Board of New York was Rs. 49.13

     The following table sets forth the high and low exchange rates for the previous six months and are based on the certified foreign exchange rates published by Federal Reserve Board of New York on each business day during the period:

Month		High				Low
April 2009			50.48				49.55
March 2009			51.96				50.21
February 2009			50.88				48.37
January 2009			49.07				48.25
December 2008			50.05				46.74
November 2008			50.12				47.25

Capitalization and Indebtedness

     Not applicable.

Reasons for the Offer and Use of Proceeds

     Not applicable.

RISK FACTORS

     This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this Annual Report. The following risk factors should be considered carefully in evaluating us and our business.

Risks Related to our Company and our Industry

     Our revenues and expenses are difficult to predict because they can fluctuate significantly given the nature of the markets in which we operate. This increases the likelihood that our results could fall below the expectation of market analysts, which could cause the price of our equity shares and ADSs to decline.

     Our revenue historically has fluctuated and may fluctuate in the future depending on a number of factors, including:

	•		the size, complexity, timing, pricing terms and profitability of significant projects or product orders;
	•		changes in our pricing policies or those of our competitors;
	•		the proportion of services we perform at our clients’ sites rather than at our offshore facilities;
	•		seasonal changes that affect the mix of services we provide to our clients or the relative proportion of services and product revenue;
	•		seasonal changes that affect purchasing patterns among our consumers of desktops, notebooks, servers, communication devices, consumer care and other products;
	•		unanticipated cancellations, contract terminations or deferral of projects or those occurring as a result of our clients reorganizing their operations;
	•		the duration of tax holidays or exemptions and the availability of other Government of India incentives;
	•		the effect of seasonal hiring patterns and the time we require to train and productively utilize our new employees;
	•		unanticipated variations in the duration, size and scope of our projects, as well as changes in the corporate decision-making process of our clients;
	•		currency exchange fluctuations; and
	•		other economic and political factors.

     A significant portion of our total operating expenses in our IT Services and IT Products business, particularly personnel and facilities, are fixed in advance of any particular quarter. As a result, unanticipated variations in the number and timing of our projects or employee utilization rates, in our IT Services business excluding BPO Services, Indian IT Services and Infocrossing, may cause significant variations in operating results in any particular quarter. (Utilization is the proportion of billed resources to total resources. Our total resources for the purpose of computing utilization include resources in administration and general support function excluding corporate activities)

     Therefore, we believe that period-to-period comparisons of our results of operations are not necessarily meaningful and should not be relied upon as indications of future performance. Thus, it is possible that in the future some of our periodic results of operations may be below the expectations of public market analysts and investors, and the market price of our equity shares and ADSs could decline.

     Our net income increased by 7% in the year ended March 31, 2009, as compared to the year ended March 31, 2008. We continue to face increasing competition, pricing pressures for our products and services and reduced demand for IT Services. We are investing in developing capabilities in new technology areas and deepening our domain expertise. While we believe that we have a flexible business model which can mitigate this impact, we may not be able to sustain historical levels of profitability. In our Business Process Outsourcing, or BPO, business, we are diversifying our service offerings to reduce the proportion of revenues from customer interaction services. Continued attrition levels in our customer interaction services could adversely impact our operating margins. As a result, there can be no assurance that we will be able to sustain our historic levels of profitability.

     If we do not continue to improve our administrative, operational and financial personnel and systems to manage our growth, the value of our shareholders’ investment may be harmed.

     Until fiscal 2009, we had experienced significant growth in all our businesses. In fiscal 2009, we experienced lower growth rates. However we expect our growth to continue to place significant demands on our management and other resources. This will require us to continue to develop and improve our operational, financial and other internal controls, both in India and elsewhere. In particular, our continued growth will increase the challenges involved in:

	•		recruiting and retaining sufficiently skilled technical, marketing and management personnel;
	•		adhering to our high quality standards;
	•		maintaining high levels of client satisfaction;
	•		developing and improving our internal administrative infrastructure, particularly our financial, operational, communications and other internal systems; and
	•		preserving our culture, values and entrepreneurial environment.

     If we are unable to manage our growth effectively, the quality of our services and products may decline, and our ability to attract clients and skilled personnel may be negatively affected. These factors in turn could negatively affect the growth of our Global IT Services and Products business and harm the value of our shareholders’ investment.

     Intense competition in the market for IT and ITES services could adversely affect our cost advantages, and, as a result, decrease our revenues.

     The market for IT services is highly competitive. Our competitors include software companies, IT companies, systems consulting and integration firms, other technology companies and client in-house information services departments. We may also face competition from IT and ITES companies operating from China and the Philippines. Many of our competitors command significantly greater financial, technical and marketing resources and generate greater revenue than we do. We cannot be reasonably certain that we will be able to compete successfully against such competitors or that we will not lose our key employees or clients to such competitors. Additionally, we believe that our ability to compete also depends in part on factors outside our control, such as the availability of skilled resources, the price at which our competitors offer comparable services, and the extent of our competitors’ responsiveness to their clients’ needs.

     We may face difficulties in providing end-to-end business solutions for our clients that could cause clients to discontinue their work with us, which in turn could harm our business.

     We have been expanding the nature and scope of our engagements and have added new service offerings, such as IT consulting, business process management, systems integration and outsourcing of entire portions of IT infrastructure. The success of these service offerings is dependent, in part, upon continued demand for such services by our existing and new clients and our ability to meet this demand in a cost-competitive and effective manner. In addition, our ability to effectively offer a wider breadth of end-to-end business solutions depends on our ability to attract existing or new clients to these service offerings. To obtain engagements for such end-to-end solutions, we also are more likely to compete with large, well-established international consulting firms, resulting in increased compensation and marketing costs. Accordingly, we cannot be certain that our new service offerings will effectively meet client needs or that we will be able to attract existing and new clients to these service offerings.

     The increased breadth of our service offerings may result in larger and more complex projects with our clients. This will require us to establish closer relationships with our clients and a thorough understanding of their operations. Our ability to establish such relationships will depend on a number of factors, including the proficiency of our IT professionals and our management personnel. Our failure to understand our client requirements or our failure to deliver services which meet the requirements specified by our clients could result in termination of client contracts, and we could be liable to our clients for significant penalties or damages.

     Larger projects may involve multiple engagements or stages, and there is a risk that a client may choose not to retain us for additional stages or may cancel or delay additional planned engagements. These terminations, cancellations or delays may result from the business or financial condition of our clients or the economy generally, as opposed to factors related to the quality of our services. Such cancellations or delays make it difficult to plan for project resource requirements, and inaccuracies in such resource planning may have a negative impact on our profitability.

     Our success depends in large part upon the ability of our management team and other highly skilled professionals. If we fail to retain and attract these personnel, our business may be unable to grow and our revenue could decline, which may decrease the value of our shareholders’ investment.

     We are highly dependent on the senior members of our management team, including the continued efforts of our Chairman and Managing Director. Our ability to execute project engagements and to obtain new clients depends in large part on our ability to attract, train, motivate and retain highly skilled professionals, especially project managers, software engineers and other senior technical personnel. If we cannot hire and retain additional qualified personnel, our ability to bid on and obtain new projects and to continue to expand our business will be impaired and our revenue could decline. We believe that there is significant competition for professionals with the skills necessary to perform the services we offer. We may not be able to hire and retain enough skilled and experienced employees to replace those who leave. Additionally, we may not be able to re-deploy and retain our employees to keep pace with continuing changes in technology, evolving standards and changing client preferences. We are experiencing high employee attrition rates, in line with the industry, in customer interaction service offering in our BPO services business. Continued employee attrition rates in this business may adversely affect our revenues and profitability.

     Changes in government policies affect our ability to hire, attract and retain personnel. For instance, the Finance Act, 2007 has imposed a fringe benefit tax (FBT) on companies in respect of specified securities or equity shares allotted or transferred, directly or indirectly, by the company free of cost or at a concessional rate to its employees reducing our ability to use stock option grants to attract, hire and retain qualified personnel.

     Currency exchange rate fluctuations in various currencies in which we do business, could negatively impact our revenue and operating results.

     Our IT Services business is approximately 75% of our revenues. Our revenues from this business are derived in major currencies of the world while a significant portion of its costs are in Indian rupees. The exchange rate between the rupee and major currencies of the world has fluctuated significantly in recent years and may continue to fluctuate in the future. Appreciation of the rupee against the major currencies of the world can adversely affect our revenues and competitive positioning, and can adversely impact our gross margins. We derive 26% of our IT services revenue from Europe. Exchange rate fluctuations between Euro and Pound sterling against the U.S. dollars can effect our revenues and growth expressed in USD terms. We enter into forward exchange contracts to minimize the impact of currency fluctuations on our revenues. However, volatility in exchange rate movement and/or sustained rupee appreciation will negatively impact our revenue and operating results.

     A significant portion of our debt is in various foreign currencies. We also undertake hedging strategies to mitigate exposure of exchange rate risk relating to foreign currency borrowing including entering into cross-currency interest rate swaps. As mentioned above, the exchange rate between the rupee and major currencies of the world has fluctuated significantly in recent years and will likely continue to fluctuate in the future. Volatility in exchange rate movement and/or rupee depreciation may negatively impact our operating results.

     Our revenues are highly dependent on clients primarily located in the United States and Europe, as well as on clients concentrated in certain industries, and economic slowdowns or factors that affect the economic health of the United States, Europe or these industries may affect our business.

     We derive approximately 60% of our IT Services revenues from United States and 26% of our IT Services revenues from Europe.  The recent crisis in the financial and credit markets in the United States, Europe and Asia have contributed significantly to a global economic slowdown, with the economies of the United States and Europe showing significant signs of weakness. Over the past few months there has been a significant reduction in consumer spending in the United States.

     According to World Economic Outlook Update published by International Monetary Fund in April 2009, GDP of United States is projected to contract by 2.8% in calendar 2009 and during the same period GDP of Euro area is projected to contract by 4.2%. In an economic slowdown, our clients may reduce or postpone their technology spending significantly. Reduction in spending on IT services may lower the demand for our services and negatively affect our revenues and profitability. Forrester Global IT 2009 Market Outlook, predicts that U.S. IT purchases will slowdown from 4.05% growth in 2008 to 1.6% growth in 2009.

     Further, any significant decrease in the growth of the industries on which we focus, or a significant consolidation in any such industry, may reduce the demand for our services and negatively affect our revenues and profitability. For instance we derive about 26% of our revenues in IT Services from clients in financial services sector. The recent crisis in the mortgage-backed securities markets has impacted companies in the financial services sector, which could result in reduction or postponement of their IT spending and thus may adversely affect our business.

     Our IT Services revenue depends to a large extent on a small number of clients, and our revenue could decline if we lose a major client.

     We currently derive, and believe that we will continue to derive, a significant portion of our IT Services revenue from a limited number of corporate clients. The loss of a major client or a significant reduction in the service performed for a major client could result in a reduction of our revenue. Our largest client for the years ended March 31, 2007, March 31, 2008 and March 31, 2009, accounted for 3% of our IT Services revenue. For the same periods, our ten largest clients accounted for 25%, 21% and 20 % of our IT Services revenue. The volume of work we perform for specific clients may vary from year to year, particularly since we typically are not the sole outside service provider for our clients. Thus, any major client of one year may not provide the same level of revenue in a subsequent year.

     There are a number of factors, other than our performance, that could cause the loss of a client and that may not be predictable. In certain cases, clients have reduced their spending on IT services due to challenging economic environment and consequently have reduced the volume of business with us. If we were to lose one of our major clients or have significantly lower volume of business with them, our revenue and profitability could be reduced. We continually strive to reduce our dependence on the revenue earned from services rendered to any one client.

     Restrictions on immigration in the U.S. may affect our ability to compete for and provide services to clients in the United States, which could hamper our growth and cause our revenue to decline.

     If U.S. immigration laws change and make it more difficult for us to obtain H-1B and L-1 visas for our employees, our ability to compete for and provide services to our clients in the United States could be impaired. In response to terrorist attacks in the United States, the U.S. Citizenship and Immigration Services has increased the level of scrutiny in granting visas and has decreased the number of its grants. These restrictions and any other changes in turn could hamper our growth and cause our revenue to decline. Our employees who work onsite at client facilities or at our facilities in the United States on temporary or extended assignments typically must obtain visas.

     A majority of our personnel in the United States hold H-1B visas or L-1 visas. An H-1B visa is a temporary work visa, which allows the employee to remain in the United States while he or she remains an employee of the sponsoring firm, and the L-1 visa is an intra-company transfer visa, which only allows the employee to remain in the United States temporarily. Although there is no limit to new L-1 petitions, there is a limit to the aggregate number of new H-1B petitions that the U.S. Citizenship and Immigration Services may approve in any government fiscal year. The U.S. Citizenship and Immigration Services have limited the number of H-1B visas that may be granted from 2005 fiscal year to 65,000 per year, from 195,000 in each of the three years prior to 2004. Although the U.S. government has approved the grant of approximately 20,000 additional H-1B visas, these visas are only available to skilled workers who possess a Master’s or higher degree from educational institutions in the United States.

     The L-1 and H-1B Visa Reform Act of 2004 further proposes to preclude foreign companies from obtaining L-1 visas for employees with specialized knowledge: (1) if such employees will be stationed primarily at the worksite of another company in the U.S. and the employee will not be controlled and supervised by his employer, or (2) if the placement is essentially an arrangement to provide labor for hire rather than in connection with the employee’s specialized knowledge. The L1 Reforms Act provisions became effective in June 2005.

     Immigration laws in the United States may also require us to meet certain levels of compensation, and to comply with other legal requirements, including labor certifications, as a condition to obtaining or maintaining work visas for our technology professionals working in the United States.

     Immigration laws in the United States and in other countries are subject to legislative changes, as well as to variations in standards of application and enforcement due to political forces and economic conditions. It is difficult to predict the political and economic events that could affect immigration laws, or the restrictive impact they could have on obtaining or monitoring work visas for our technology professionals.

     Although we currently have sufficient personnel with valid H-1B visas, we cannot assure you that we will continue to be able to obtain any or a sufficient number of H-1B visas on the same time schedule as we have previously obtained, or at all.

     Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business

     Because we provide services to clients throughout the world, we are subject to numerous, and sometimes conflicting, legal rules on matters as diverse as import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, government affairs, internal and disclosure control obligations, data privacy and labor relations. Violations of these regulations in the conduct of our business could result in fines, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations in connection with

the performance of our obligations to our clients also could result in liability for monetary damages, fines and/or criminal prosecution, unfavorable publicity, restrictions on our ability to process information and allegations by our clients that we have not performed our contractual obligations. Due to the varying degree of development of the legal systems of the countries in which we operate, local laws might be insufficient to protect our rights.

     We have approximately 13,000 employees located outside India. We are subject to risks relating to compliance with a variety of national and local laws including multiple tax regimes, labour laws, employee health safety and wages and benefits. We may from time to time be subject to litigation or administrative actions resulting from claims against us by current or former employees individually or as part of class actions, including claims of wrongful terminations, discrimination, misclassification or other violation of labour law or other alleged conduct. Our failure to comply with applicable regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.

     Legislation in certain countries, in which we operate, including the United States may restrict companies in those countries from outsourcing work to us.

     Recently, some countries and organizations have expressed concerns about a perceived association between offshore outsourcing and the loss of jobs. With the growth of offshore outsourcing receiving increasing political and media attention there have been concerted efforts to enact new legislation to restrict offshore outsourcing or impose disincentives on companies which have been outsourcing. This may adversely impact our ability to do business in these jurisdictions and could adversely affect our revenues and operating profitability.

     The recent credit crisis in the United States has also resulted in the United States federal government and governments in Europe acquiring or proposing to acquire equity positions in leading financial institutions and banks. If either the United States federal government or a government in Europe acquires equity positions in any of our clients, any resulting changes in management or reorganizations may result in deferrals or cancellations of projects or delays in purchase decisions, which may adversely affect our business, results of operations or financial condition.

     Moreover, equity holdings by governmental entities in our clients may increase the ability of the respective governments to influence the decisions of these financial institutions to outsource or obtain services from outside of United States which may in turn affect our business with these entities.

     In addition, from time to time there has been publicity about negative experiences associated with offshore outsourcing, such as theft and misappropriation of sensitive client data (including reports involving service providers in India). Our current or prospective clients may elect to perform certain services themselves or may be discouraged from transferring services from onshore to offshore providers to avoid negative perceptions that may be associated with using an offshore provider. Any slowdown or reversal of existing industry trends toward offshore outsourcing would seriously harm our ability to compete effectively with competitors that provide services from within the country in which our clients operate.

     We focus on high-growth industries, such as networking and communications. Any decrease in demand for technology in such industries may significantly decrease the demand for our services, which may impair our growth and cause our revenue to decline.

     Approximately 29% of our IT Services business is derived from clients in high growth industries who use our IT services for networking and communications equipment. These industries have experienced periods of above normal growth and periods of contraction. Any significant decrease in the growth of these industries will decrease the demand for our services and could reduce our revenue.

     Our failure to complete fixed-price, fixed-timeframe contracts on budget and on time may negatively affect our profitability, which could decrease the value of our shareholders’ investment.

     We offer a portion of our services on a fixed-price, fixed-timeframe basis, rather than on a time-and-materials basis. Although we use specified software engineering processes and our past project experience to reduce the risks associated with estimating, planning and performing fixed-price, fixed-timeframe projects, we bear the risk of cost overruns, completion delays and wage inflation in connection with these projects. If we fail to accurately estimate the resources and time required for a project, future rates of wage inflation and currency exchange rates, or if we fail to complete our contractual obligations within the contracted timeframe, our profitability may suffer.

     Disruptions in telecommunications could harm our service model, which could result in a reduction of our revenue.

     A significant element of our business strategy is to continue to leverage and expand our software development centers at Bangalore, Chennai, Hyderabad and Pune in India, as well as overseas. We believe that the use of a strategically located network of software development centers will provide us with cost advantages, the ability to attract highly skilled personnel in various regions of the country and the world, the ability to service clients on a regional and global basis and the ability to provide services to our clients 24 hours a day, seven days a week. Part of our service model is to maintain active voice and data communications between our main offices in Bangalore, our clients’ offices, and our other software development and support facilities. Although we maintain redundancy facilities and satellite communications links, any significant loss in our ability to transmit voice and data through satellite and telephone communications could result in a disruption in business, thereby hindering our performance or our ability to complete client projects on time. This, in turn, could lead to a reduction of our revenue.

     We may be liable to our clients for damages caused by disclosure of confidential information or system failures.

     We often have access to or are required to collect and store confidential client and customer data. Many of our client agreements do not limit our potential liability for breaches of confidentiality. If any person, including any of our employees, penetrates our network security or misappropriates sensitive data, we could be subject to significant liability from our clients or from our clients’ customers for breaching contractual confidentiality provisions or privacy laws. Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems, systems failure or otherwise, could damage our reputation and cause us to lose clients.

     Disclosure about our vendor status with World Bank could adversely affect our business and results of operations

     On January 13, 2009, we filed on Form 6-K our press release clarifying our vendor status with the World Bank. The World Bank had determined Wipro to be ineligible to contest direct contracts from the World Bank for the period 2007 — 2011. Even though our revenue from the World Bank is insignificant and our inability to contract future business from the World Bank will not adversely affect our business and results of operations, the negative publicity resulting from this disclosure could cause existing and potential customers to alter their relationship with Wipro in a manner, which could adversely affect our business and results of operations.

     We are investing substantial cash assets in new facilities and physical infrastructures and our profitability could be reduced if our business does not grow proportionately.

     We have invested substantially on construction or expansion of new software development facilities and physical infrastructure during fiscal 2009 in anticipation of growth in our business. The total amount of investment made to purchase property, plant and equipment in fiscal 2009 was Rs. 16,592 million ($ 326 million). Additionally, as of March 31, 2009, we had contractual commitments of approximately Rs. 5,371 million ($ 106 million) related to capital expenditures on construction or expansion of our software development facilities. We may encounter cost overruns or project delays in connection with new facilities. These expansions may increase our fixed costs. If we are unable to grow our business and revenues proportionately, our profitability will be reduced.

     Our international operations subject us to risks inherent in doing business on an international level that could harm our operating results.

     Currently, we have software development facilities in several countries around the world. The majority of our software development facilities are located in India. We intend to establish new development facilities in Southeast Asia and Europe. We have not yet made substantial contractual commitments to establish any new facilities and we cannot assure you that we will not significantly alter our proposed expansion plans. Because of our limited experience with facilities outside of India, we are subject to additional risks related to our international expansion strategy, including risks related to complying with a wide variety of national and local laws, restrictions on the import and export of certain technologies and multiple and possibly overlapping tax structures. In addition, we may face competition in other countries from companies that may have more experience with operations in such countries or with international operations in general. We may also face difficulties integrating new facilities in different countries into our existing operations, as well as integrating employees that we hire in different countries into our existing corporate culture. Our international expansion plans may not be successful and we may not be able to compete effectively in other countries.

     Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and the industries on which we focus.

     The IT services market is characterized by rapid technological changes, evolving industry standards, changing client preferences and new product and service introductions. Our future success will depend on our ability to anticipate these advances and develop new product and service offerings to meet client needs. We may not be successful in anticipating or responding to these advances on a timely basis, or, if we do respond, the services or technologies we develop may not be successful in the marketplace. Further, products, services or technologies that are developed by our competitors may render our services non-competitive or obsolete.

     Most of our client contracts can typically be terminated without cause and with little or no notice or penalty, which could negatively impact our revenue and profitability.

     Our clients typically retain us on a non-exclusive, project-by-project basis. Most of our client contracts, including those that are on a fixed-price, fixed-timeframe basis, can be terminated with or without cause, in as few as ninety days’ notice and without termination-related penalties. Additionally, most of our contracts with clients are typically limited to discrete projects without any commitment to a specific volume of business or future work. Our business is dependent on the decisions and actions of our clients, and there are a number of factors relating to our clients that are outside our control that might result in the termination of a project or the loss of a client, including:

	•		financial difficulties for a client;
	•		a change in strategic priorities, resulting in a reduced level of IT spending;
	•		a demand for price reductions; and
	•		a change in outsourcing strategy by moving more work to client in-house IT departments or to our competitors.

     We may engage in future acquisitions, investments, strategic partnerships or other ventures that may harm our performance, dilute our shareholders’ ownership and cause us to incur debt or assume contingent liabilities.

     We have acquired and in the future may acquire or make investments in complementary businesses, technologies, services or products, or enter into strategic partnerships with parties who can provide access to those assets. For example, in January 2009, we acquired 100% of equity of the Citi Technology Services Limited, an India based company engaged in providing Technology Infrastructure Services (TIS), application development and maintenance services for cards, capital markets and corporate banking. In the future, we may not identify suitable acquisition, investment or strategic partnership candidates, or if we do identify suitable candidates, we may not complete those transactions on terms commercially acceptable to us. We could have difficulty in assimilating the personnel, operations, technology and software of the acquired companies. In addition, the key personnel of an acquired company may decide not to work for us. If we make other types of acquisitions, we could have difficulty in integrating the acquired products, services or technologies into our operations. These difficulties could disrupt our ongoing business, distract our management and employees and increase our expenses. Changes in competition laws in India and abroad could also impact our acquisition plans.

     Some of our long-term client contracts contain benchmarking provisions which, if triggered could result in lower contractual revenues and profitability in the future.

     As the size and complexity of our client engagements increase, our clients may require further benchmarking provisions in our contracts with them. Benchmarking provisions allow a customer in certain circumstances to request a benchmark study prepared by an agreed upon third-party comparing our pricing, performance and efficiency gains for delivered contract services to that of an agreed upon list of other service providers for comparable services. Based on the results of the benchmark study and depending on the reasons for any unfavorable variance, we may be required to reduce the pricing for future services to be performed under the balance of the contract, which could have an adverse impact on our revenues and profitability.

     We may be liable to our clients for damages caused by system failures, which could damage our reputation and cause us to lose customers.

     Many of our contracts involve projects that are critical to the operations of our clients’ businesses and provide benefits that may be difficult to quantify. Any failure in a client’s system could result in a claim for substantial damages against us, regardless of our responsibility for such failure. Although we attempt to limit our contractual liability for consequential damages in rendering our services, we cannot be assured that such limitations on liability will be enforceable in all cases, or that they will otherwise protect us from liability for damages. A successful assertion of one or more large claims against us that exceeds our available insurance coverage or changes in our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirement, could adversely affect our operating results.

     Customers may subject us to litigation to seek damages for deficient services or for violating intellectual property rights

     Our customers may subject us to litigation and seek damages for the loss caused by alleged deficient services. Customers may also subject us to litigation and seek damages for violating or misusing intellectual property rights. Our inability to provide services at the contractually agreed service levels or inability to prevent violation or misuse of intellectual property of the customer could cause significant damage to our reputation and adversely affect our results of operations.

     Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

     Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations, NYSE rules, Securities and Exchange Board of India rules and Indian stock market listing regulations, are creating uncertainty for companies like ours. These new or changed laws, regulations and standards may lack specificity and are subject to varying interpretations. Their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs of compliance as a result of ongoing revisions to such governance standards.

     In particular, continuing compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding our required assessment of our internal controls over financial reporting requires the commitment of significant financial and managerial resources. With respect to our Form 20-F for the year ended March 31, 2009, our management has performed an assessment of the effectiveness of the internal control over financial reporting. We have determined that the internal controls are effective.

     We are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to comply with evolving laws, regulations and standards in this regard have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. In addition, the new laws, regulations and standards regarding corporate governance may make it more difficult for us to obtain director and officer liability insurance. Further, our board members, chief executive officer and chief financial officer could face an increased risk of personal liability in connection with their performance of duties. As a result, we may face difficulties attracting and retaining qualified board members and executive officers, which could harm our business. If we fail to comply with new or changed laws or regulations and standards differ, our business and reputation may be harmed.

     If we are unable to collect our receivables from or invoice our unbilled services to our clients, our results of operations and cash flows could be adversely affected.

     Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We maintain provisions against receivables and unbilled services. Actual losses on client balances could differ from those that we currently anticipate and as a result we might need to adjust our provisions. There is no guarantee that we will accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as the continued credit crisis and related turmoil in the global financial system, could also result in financial difficulties, including limited access to the credit markets, insolvency or bankruptcy, for our clients, and as a result could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. Timely collection of client balances also depends on our ability to complete our contractual commitments and bill and collect our contracted revenues. If we are unable to meet our contractual requirements, we might experience delays in collection of and/or be unable to collect our client balances, and if this occurs, our results of operations and cash flows could be adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.

     If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.

     We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular contract, these include time-and-materials pricing, fixed-price pricing, and contracts with features of both of these pricing models. Our pricing is highly dependent on our internal forecasts and predictions about our projects and the marketplace, which might be based on limited data and could turn out to be inaccurate. If we do not accurately estimate the costs and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated. We could face greater risk when pricing our outsourcing contracts, as many of our outsourcing projects entail the coordination of operations and workforces in multiple locations, utilizing workforces with different skill sets and competencies and geographically distributed service centers. Furthermore, on outsourcing work we occasionally hire employees from our clients and assume responsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin estimates on outsourcing work frequently include anticipated long-term cost savings from transformational and other initiatives that we expect to achieve and sustain over the life of the outsourcing contract. There is a risk that we will under price our contracts, fail to accurately estimate the costs of performing the work or fail to accurately assess the risks associated with potential contracts. In particular, any increased or unexpected costs, delays or failures to achieve anticipated cost savings, or unexpected risks we encounter in connection with the performance of this work, including those caused by factors outside our control, could make these contracts less profitable or unprofitable, which could have an adverse effect on our profit margin.

     Our profitability could suffer if we are not able to maintain favorable utilization rates.

     The cost of providing our services, including the utilization rate of our professionals, affects our profitability. If we are not able to maintain an appropriate utilization rate for our professionals, our profit margin and our profitability may suffer. Our utilization rates are affected by a number of factors, including:

	•		our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees,
	•		our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and workforces,
	•		our ability to manage attrition; and
	•		our need to devote time and resources to training, professional development and other non-chargeable activities.

     We are exposed to fluctuations in the market values of our investment portfolio.

     Recent turmoil in the financial markets has adversely affected economic activity in the United States and other regions of the world in which we do business. Continued deterioration of the credit and capital markets could result in volatility of our investment earnings and impairments to our investment portfolio, which could negatively impact our financial condition and reported income.

Risks Related to Investments in Indian Companies and International Operations generally.

     We are incorporated in India, and a substantial portion of our assets and our employees are located in India. Consequently, our financial performance and the market price of our ADSs will be affected by political, social and economic developments affecting India, Government of India policies, including taxation and foreign investment policies, Government currency exchange control, as well as changes in exchange rates and interest rates.

     Wages in India have historically been lower than wages in the United States and Europe, which has been one of our competitive advantages. Wage increases in India may prevent us from sustaining this competitive advantage and may reduce our profit margins.

     Our wage costs in India have historically been significantly lower than wage costs in the United States and Europe for comparably skilled professionals, and this has been one of our competitive advantages. However, wage increases in India may prevent us from sustaining this competitive advantage and may negatively affect our profit margins. We may need to increase the levels of our employee compensation more rapidly than in the past to retain talent. Unless we are able to continue to increase the efficiency and productivity of our employees, increase in proportion of employees with lower experience, or source talent from other low cost locations, like Eastern Europe, China or South-East Asia; wage increases in the long term may reduce our profit margins.

     We would realize lower tax benefits if the special tax holiday scheme for units set up in special economic zones is substantially modified.

     The Government of India introduced a separate tax holiday scheme for units set up in special economic zones. Under this scheme, units in designated special economic zones which began providing services on or after April 1, 2005 will be eligible for a deduction of 100 percent of profits or gains derived from the export of services for the first five years from commencement of provision of services and 50 percent of such profits or gains for a further five years.

     Recently there have been demands by legislators and various political parties in India that the Government of India should actively regulate the development of special economic zones by private entities.  There have been demands to impose strict conditions which need to be complied with before an economic zone developed by a private entity is designated as special economic zone. If such regulations or conditions are imposed it would adversely impact our ability to set up new units in such designated special economic zones and avail ourselves of tax benefits.

     Our net income would decrease if the Government of India imposes additional taxes or withdraws or reduces tax benefits or other incentives

     Currently, we benefit from certain tax incentives under Indian tax laws. As a result of these incentives, our operations have not been subject to significant Indian tax liabilities. These tax incentives currently include a tax holiday from payment of Indian corporate income taxes for our Global IT Services and Products business operated from specially designated “Software Technology Parks” and “Special Economic Zones” in India and an income tax deduction of 100% for profits derived from exporting information technology services. As a result, a substantial portion of our pre-tax income has not been subject to significant tax in India in recent years.

     The Finance Act, 2000 phases out the 10-year tax holiday available to Companies that export software from specially designated software technology parks in India, or STPs, such that it is available only until the earlier of fiscal year 2009 or 10 years after the commencement of a Company’s undertaking. On May 10, 2008, the Finance Minister of India announced that the Government of India has extended the availability of the 10-year tax holiday by a period of one year such that the tax holiday will be available until the earlier of fiscal year 2010 or 10 years after the commencement of a Company’s undertaking.

     The Finance Act, 2007 has included income eligible for deductions under sections 10A and 10B of the Indian Income Tax Act (sections that provide tax holiday benefits) in the computation of book profits for the levy of a Minimum Alternative Tax, or MAT. The rate of MAT, effective April 1, 2007, would be 11.33% (including a surcharge and education cess) on our book profits determined after including income eligible for deductions under Sections 10A and 10B of the Indian Income Tax Act. The Income Tax Act provides that the MAT paid over normal tax payable that could be carried forward can be adjusted against our tax liability over the next seven years. Although MAT paid by us can be set off against our future income tax liability, our cash flows could be adversely affected.

     In the event that the Government of India or the government of another country changes its tax policies in a manner that is adverse to us, our tax expense may materially increase, reducing our profitability.

     In the recent years, the Government of India has introduced tax on various services provided within India including the maintenance and repair of software. The Government of India has in the Finance Act, 2008, included services provided in relation to information technology software under the ambit of service tax, if it is in the course or furtherance of the business.  Under this tax, service providers are required to pay a tax of 10% (excluding applicable education cess) on the value of services provided to customers. The Government of India may expand the services covered under the ambit of this tax to include various services provided by us. This tax, if expanded, could increase our expenses, and could adversely affect our operating margins and revenues. Although currently there is no material pending or threatened claims against us for service taxes, such claims may be asserted against us in the future. Defending these claims would be expensive and divert our attention and resources from operating our company.

     We are subject to a 15% Branch Profit Tax, or BPT, in the United States to the extent that the after-tax net profits of our United States branch during a fiscal year exceeds the increase in the United States branch net assets, the net profits and net assets being calculated in accordance with the Internal Revenue Code. Based on the net profits of our United States branch for fiscal 2009 and the net assets held as of March 31, 2009 and March 31, 2008, we are not currently subject to BPT. In the event that BPT is triggered, then such after-tax net profits not represented by an increase in net assets would be treated as a deemed distribution of accumulated profits and we would be liable to pay additional taxes on all such deemed distributions, thereby increasing our income tax expenses and affecting our profits negatively.

     We operate in jurisdictions that impose transfer pricing and other tax-related regulations on us, and any failure to comply could materially and adversely affect our profitability.

     We are required to comply with various transfer pricing regulations in India and other countries. Failure to comply with such regulations may impact our effective tax rates and consequently affect our net margins. Additionally, we operate in several countries and our failure to comply with the local tax regime may result in additional taxes, penalties and enforcement actions from such authorities. In the event that we do not properly comply with transfer pricing and tax-related regulations, our profitability may be adversely affected.

     Terrorist attacks or a war could adversely affect our business, results of operations and financial condition.

     Terrorist attacks, such as the attacks of September 11, 2001 in the United States, the attacks of July 7, 2005 in London, the attacks of June 30, 2007 in Glasgow, the attacks in November 2008 in Mumbai and other acts of violence or war, such as the continuing conflict in Iraq and Afghanistan, have the potential to have a direct impact on our clients. To the extent that such attacks affect or involve the United States or Europe, our business may be significantly impacted, as the majority of our revenues are derived from clients located in the United States and Europe. In addition, such attacks may make travel more difficult, may make it more difficult to obtain work visas for many of our technology professionals who are required to work in the United States or Europe, and may effectively curtail our ability to deliver our services to our clients. Such obstacles to business may increase our expenses and negatively affect the results of our operations. Furthermore, any attacks in India could cause a disruption in the delivery of our services to our clients, and could have a negative impact on our business, personnel, assets and results of operations, and could cause our clients or potential clients to choose other vendors for the services we provide. Terrorist threats, attacks or war could also delay, postpone or cancel our clients’ decisions to use our services.

     The markets in which we operate are subject to the risk of earthquakes, floods and other natural disasters.

     Some of the regions that we operate in are prone to earthquakes, flooding and other natural disasters. In the event that any of our business centers are affected by any such disasters, we may sustain damage to our operations and properties, suffer significant financial losses and be unable to complete our client engagements in a timely manner, if at all. Further, in the event of a natural disaster, we may also incur costs in redeploying personnel and property. In addition if there is a major earthquake, flood or other natural disaster in any of the locations in which our significant customers are located, we face the risk that our customers may incur losses, or sustained business interruption and/or loss which may materially impair their ability to continue their purchase of products or services from us. A major earthquake, flood or other natural disaster in the markets in which we operate could have a material adverse effect on our business, financial condition, results of operations and cash flows.

     Regional conflicts in South Asia could adversely affect the Indian economy, disrupt our operations and cause our business to suffer.

     South Asia has from time to time experienced instances of civil unrest and hostilities among neighboring countries, including between India and Pakistan. In recent years there have been military confrontations between India and Pakistan that have occurred in the region of Kashmir and along the India-Pakistan border. The potential for hostilities between the two countries are high due to terrorist incidents in India and the aggravated geopolitical situation in the region. Both countries have initiated active measures to reduce hostilities. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. This, in turn, could have a material adverse effect on the market for securities of Indian companies, including our equity shares and our ADSs, and on the market for our services.

     Political considerations in the Indian Government could delay the liberalization of the Indian economy and adversely affect economic conditions in India in general, which could in return impact our financial results and prospects.

     Since 1991, successive Indian Governments have pursued policies of economic liberalization, including significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. Although we believe that the process of economic liberalization will continue, the rate of economic liberalization could change, and specific laws and policies affecting technology companies, foreign investment, currency exchange and other matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and deregulation policies could adversely affect business and economic conditions in India generally and our business in particular.

     For instance in April 2007, the Government of India announced a number of changes in its policy relating to the Special Economic Zones (‘SEZ’s’) including specifying a cap on land available for SEZ’s. The Government is also considering making changes in its SEZ policy. We currently have several facilities operating within SEZ’s and any adverse change in policy relating to SEZ’s could affect our profitability.

     Indian law limits our ability to raise capital outside India and may limit the ability of others to acquire us, which could prevent us from operating our business or entering into a transaction that is in the best interests of our shareholders.

     Indian law constrains our ability to raise capital outside India through the issuance of equity or convertible debt securities. Generally, any foreign investment in, or an acquisition of, an Indian company requires approval from relevant Government authorities in India, including the Reserve Bank of India. However, subject to certain exceptions, the Government of India currently does not require prior approvals for IT companies like us. If we are required to seek the approval of the Government of India and the Government of India does not approve the investment or implements a limit on the foreign equity ownership of IT companies, our ability to seek and obtain additional equity investment by foreign investors will be limited. In addition, these restrictions, if applied to us, may prevent us from entering into a transaction, such as an acquisition by a non-Indian company, which would otherwise be beneficial for our company and the holders of our equity shares and ADSs.

     Our ability to acquire companies organized outside India depends on the approval of the Government of India. Our failure to obtain approval from the Government of India for acquisition of companies organized outside India may restrict our international growth, which could negatively affect our revenue.

     The Ministry of Finance of the Government of India and/or the Reserve Bank of India must approve our acquisition of any company organized outside of India or grant general or special permission for such acquisition. The Reserve Bank of India permits acquisitions of companies organized outside of India by an Indian party without approval in the following circumstances:

	•		if the transaction consideration is paid in cash, up to 400% of the networth of the acquiring Company;
	•		Acquisition is funded with cash from the acquiring company’s existing foreign currency accounts or with cash proceeds from the issue of ADRs/GDRs; or
	•		if the transaction consideration is paid in stock (i.e., by issue of ADRs/GDRs), up to ten times the acquiring company’s previous fiscal year’s export earnings.

     We cannot assure you that any required approval from the Reserve Bank of India and or the Ministry of Finance or any other Government agency can be obtained. Our failure to obtain such approvals from the Government of India for acquisitions of companies organized outside India may restrict our international growth, which could negatively affect our revenue.

     It may be difficult for you to enforce any judgment obtained in the United States against us, the selling shareholders or our affiliates.

     We are incorporated under the laws of India and many of our directors and executive officers, reside outside the United States. A substantial portion of our assets and the assets of many of these persons are located outside the United States. As a result, you may be unable to effect service of process upon us outside India or upon such persons outside their jurisdiction of residence. In addition, you may be unable to enforce against us in courts outside of India, or against these persons outside the jurisdiction of their residence, judgments obtained in courts of the United States, including judgments predicated solely upon the federal securities laws of the United States.

     We have been advised by our Indian counsel that the United States and India do not currently have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States on civil liability, whether or not predicated solely upon the federal securities laws of the United States, would not be enforceable in India. However, the party in whose favor such final judgment is rendered may bring a new suit in a competent court in India based on a final judgment that has been obtained in the United States. The suit must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as excessive or inconsistent with Indian practice. A party seeking to enforce a foreign judgment in India is required to obtain approval from the Reserve Bank of India under the Foreign Exchange Management Act, 1999, to execute such a judgment or to repatriate any amount recovered.

     The laws of India do not protect intellectual property rights to the same extent as those of the United States, and we may be unsuccessful in protecting our intellectual property rights. Unauthorized use of our intellectual property may result in development of technology, products or services which compete with our products. We may also be subject to third-party claims of intellectual property infringement.

     Our intellectual property rights are important to our business. We rely on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. However, the laws of India do not protect proprietary rights to the same extent as laws in the United States. Therefore, our efforts to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our products or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information.

     The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenue and increase our expenses. We may need to litigate to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time-consuming and costly. As the number of patents, copyrights and other intellectual property rights in our industry increases, and as the coverage of these rights increases, we believe that companies in our industry will face more frequent infringement claims. Defending against these claims, even if not meritorious, could be expensive and divert our attention and resources from operating our company.

     Although we believe that our intellectual property rights do not infringe on the intellectual property rights of any other party, infringement claims may be asserted against us in the future. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial damage award and be forced to develop non-infringing technology, obtain a license or cease selling the applications or products that contain the infringing technology. We may be unable to develop non-infringing technology or to obtain a license on commercially reasonable terms, or at all.

Risks Related to the ADSs

     Sales of our equity shares may adversely affect the prices of our equity shares and the ADSs.

     Sales of substantial amounts of our equity shares, including sales by insiders, in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our equity shares or our ADSs or our ability to raise capital through an offering of our securities. In the future, we may also sponsor the sale of shares currently held by some of our shareholders, or issue new shares. We can make no prediction as to the timing of any such sales or the effect, if any, that future sales of our equity shares, or the availability of our equity shares for future sale, will have on the market price of our equity shares or ADSs prevailing from time to time.

     An active or liquid trading market for our ADSs is not assured.

     An active, liquid trading market for our ADSs may not be maintained in the long term. Loss of liquidity could increase the price volatility of our ADSs.

     Indian law imposes foreign investment restrictions that limit a holder’s ability to convert equity shares into ADSs, which may cause our ADSs to trade at a premium or discount to the market price of our equity shares.

     Under certain circumstances, the Reserve Bank of India must approve the sale of equity shares underlying ADSs by a non-resident of India to a resident of India. The Reserve Bank of India has given general permission to effect sales of existing shares or convertible debentures of an Indian company by a resident to a non-resident, subject to certain conditions, including the price at which the shares may be sold. Additionally, except under certain limited circumstances, if an investor seeks to convert the rupee proceeds from a sale of equity shares in India into foreign currency and then repatriate that foreign currency from India, he or she will have to obtain an additional Reserve Bank of India approval for each transaction. Required approval from the Reserve Bank of India or any other Government agency may not be obtained on terms which are favorable to a non-resident investor or at all.

     Investors who exchange ADSs for the underlying equity shares and are not holders of record will be required to declare to us details of the holder of record, and the holder of record will be required to disclose the details of the beneficial owner. Any investor who fails to comply with this requirement may be liable for a fine of up to Rs. 1,000 for each day such failure continues. Such restrictions on foreign ownership of the underlying equity shares may cause our ADSs to trade at a premium or discount to the equity shares.

     An investor in our ADSs may not be able to exercise preemptive rights for additional shares and may thereby suffer dilution of his or her equity interest in us.

     Under the Indian Companies Act, a company incorporated in India must offer its holders of equity shares preemptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless such preemptive rights have been waived by three-fourths of the shares voting on the resolution to waive such rights. Holders of ADSs may be unable to exercise preemptive rights for equity shares underlying ADSs unless a registration statement under the Securities Act is effective with respect to such rights or an exemption from the registration requirements of the Securities Act is available. We are not obligated to prepare and file such a registration statement and our decision to do so will depend on the costs and potential liabilities associated with any such registration statement, as well as the perceived benefits of enabling the holders of ADSs to exercise their preemptive rights, and any other factors we consider appropriate at the time. No assurance can be given that we would file a registration statement under these circumstances. If we issue any such securities in the future, such securities may be issued to the Depositary, which may sell such securities for the benefit of the holders of the ADSs. There can be no assurance as to the value, if any; the Depositary would receive upon the sale of such securities. To the extent that holders of ADSs are unable to exercise preemptive rights granted in respect of the equity shares represented by their ADSs, their proportional interests in us would be reduced.

     ADS holders may be restricted in their ability to exercise voting rights.

     At our request, the Depositary will mail to you any notice of shareholders’ meeting received from us along with information explaining how to instruct the Depositary to exercise the voting rights of the securities represented by ADSs. If the Depositary receives voting instructions from you in time, relating to matters that have been forwarded to you, it will endeavor to vote the securities represented by your ADSs in accordance with such voting instructions. However, the ability of the Depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure that you will receive voting materials in time to enable you to return voting

instructions to the Depositary in a timely manner. Securities for which no voting instructions have been received will not be voted. There may be other communications, notices or offerings that we only make to holders of our equity shares, which will not be forwarded to holders of ADSs. Accordingly, you may not be able to participate in all offerings, transactions or votes that are made available to holders of our equity shares.

Item 4. Information on the Company

History and Development of the Company

     Wipro Limited was incorporated in 1945 as Western India Vegetable Products Limited under the Indian Companies Act, VII of 1913, which is now superseded by the Companies Act, 1956. We are deemed to be registered under the Companies Act, 1956, or the Companies Act. We are registered with the Registrar of Companies, Karnataka, Bangalore, India as Company No. 20800. Our registered office is located at Doddakannelli, Sarjapur Road, Bangalore 560 035, and the telephone number of our registered office is +91-80-2844-0011. In October 2000, we raised gross aggregate proceeds of approximately $ 131 million in our initial U.S. public offering of our ADSs on the New York Stock Exchange. The name and address of our registered agent in the United States is CT Corporation, located at 1350 Treat Blvd., Suite 100, Walnut Creek, California 94596.

     Wipro Limited was initially engaged in the manufacture of hydrogenated vegetable oil. Over the years, we have diversified into the areas of Information Technology, or IT, services, IT products and Consumer Care and Lighting Products. We are headquartered in Bangalore, India and have operations in North America, Europe and Asia. For the fiscal year ended March 31, 2009, 94% of our operating income was generated from our IT Services. For the same period, IT Products represented 3% of our operating income and Consumer Care and Lighting and Others represented 3% of our operating income.

     We incurred capital expenditure of Rs. 11,392 million, Rs. 14,674 million and Rs. 16,592 million during the fiscal years ended March 31, 2007, 2008 and 2009, respectively. These capital expenditures were primarily incurred on new software development facilities in India for our IT Services and IT Products business segment. As of March 31, 2009, we had contractual commitments of Rs. 5,371 million ($106 million) related to capital expenditures on construction or expansion of software development facilities. We currently intend to finance our planned construction and expansion entirely through our operating cash flows and through cash and investments as of March 31, 2009.

Industry Overview

IT Services

     According to the NASSCOM Strategic Review Report 2009, IDC estimates total spending of $ 557 billion on IT services in 2008, a increase of 5.5% over last year. Within the IT services market, outsourcing was the fastest growing segment in 2008, estimated to have grown by 21%.

     IDC forecasts worldwide IT services spending of approximately $672 billion by 2012, reflecting a compound annual growth rate, or CAGR, of 4.8%. However, Forrester Global IT 2009 Market Outlook, predicts that U.S. IT purchases will slowdown from 4.05% growth in 2008 to 1.6% growth in 2009.

     Increasing Trend Towards Offshore Technology Services. Companies are increasingly turning to offshore technology service providers in order to meet their need for high quality, cost competitive technology solutions. Technology companies have been outsourcing software research and development and related support functions to offshore technology service providers to reduce cycle time for introducing new products and services.

     According to NASSCOM Strategic Review Report 2009, IDC forecasts a cumulative annual growth rate (CAGR) of over 6.21% in worldwide IT services and IT enabled services (IT-ITeS) spending and a CAGR of over 18.79% in offshore IT spending, for the period 2007-12. The combined market for Indian IT-ITeS exports in fiscal 2009 was nearly $ 60 billion. Key factors supporting this projection are the growing impact of technology led innovation, the increasing demand for global sourcing and gradually evolving socio-political attitudes.

     Following are key factors contributing to the growth of India-based IT services:

•

India based sourcing offers significant cost advantages in terms of accessing highly skilled talent at lower wage costs and productivity gains that can be derived from having a very competent employee base. According to NASSCOM’s Strategic Review Report 2009, the cost advantage achievable from outsourcing to India is unlikely to go away due to an absolute cost advantage vis-à-vis other key markets and the prospect of further reductions in infrastructure and overhead costs.

	•		India-based IT companies have proven their ability to deliver IT services that satisfy the requirements of international clients who expect the highest quality standards. According to NASSCOM’s Strategic Review Report 2009, India based centers (both Indian firms as well as MNC owned captives) have earned more quality certifications than any other country, over 498 India based centers (both Indian firms as well as MNC owned captives) had acquired quality certifications with 85 companies certified SEI CMM Level 5.
	•		India has a large, highly skilled English-speaking labor pool that is available at a relatively low labor cost. According to NASSCOM Strategic Review Report 2009, the Indian IT industry employed nearly 2,230,000 software professionals as of 2008-09, making it one of the largest employers in the IT services industry. According to the same report, India has the largest pool of suitable off-shore talent – accounting for over 28% of the suitable pool available across all offshore destinations.
	•		With the time differential between India and its largest market, the United States, Indian companies are able to provide a combination of onsite and offshore services on a 24-hour basis on specific projects.
	•		The Indian IT industry has been the primary beneficiary of the rapid transformation of the telecom sector since it was deregulated to allow private participation, with the cost of international connectivity declining rapidly and service level quality improving significantly. This cost advantage is likely to continue due to lower penetration levels and a growing consumer base.

     India is also a leading destination for IT enabled services. The proven track record and client relationships of established Indian IT services companies, favorable wage differentials, availability of a large, high quality, English speaking talent pool and a regulatory environment more friendly to investment are facilitating India’s emergence as a global outsourcing hub. According to NASSCOM Strategic Review Report 2009, the worldwide BPO market is expected to touch $ 181 billion by 2012, representing a compounded annual growth rate, or CAGR, of 11.9%.

     According to IDC’s report — India domestic IT/ITeS market top 10 predictions for 2009, the India domestic IT/ITeS market growth rate will come down from an average of 24.3% recorded during 2003-08 to 16.4% over the next five years.

     In India, the IT services market is estimated to account for 34% of the domestic IT industry. The growth in the IT services market is estimated to be around 14% in US$ terms. The key verticals driving the growth of the IT services market are Retail, BFSI, Telecom and Manufacturing.

IT Products

     According to NASSCOM Strategic Review Report 2009, IDC forecasts that worldwide hardware spending will increase from $570 billion in 2007 to $683 billion in 2012, representing a compounded annual growth rate, or CAGR, of 3.68%

     According to NASSCOM Strategic Review Report 2009, the hardware market in India is estimated to account for 49% of the domestic IT industry, growing at about 3% in 2009. Personal computers (including desktops and notebooks) continue to be purchased at higher rates than other products in the hardware market. As prices come down, notebooks are increasingly being adopted as the computing device of choice. For the desktop segment, consumers are showing an increasing trend of moving away from locally assembled items towards branded products with relatively higher end configurations.

Consumer Care and Lighting

     The consumer care market includes personal care products, soaps, toiletries, infant care products, modular switch lights and modular office furniture. Our Santoor brand is the third biggest soap brand in India. The market for soaps in India is dominated by established players like Hindustan Unilever (a subsidiary of Unilever). We have a strong brand presence in a niche segment and have significant market share in select regions in India. In addition, we have a strong presence in the market for personal care products in south-east Asia.

     AC Nielsen estimates that India is amongst the fastest growing geographies for FMCG, with a 2008 growth rate of 15.8% for the non-food segment, largely led by price increases. This market is estimated to grow at a CAGR of 10.0% — 12% for the period 2009-2012. The household and personal care FMCG market in the other Asian countries in which we operate including Malaysia, Vietnam and Indonesia, are expected to grow at a CAGR of 6% for the period 2009-2013.

     The Indian domestic market for institutional lighting and office modular furniture is estimated at U.S. $ 675 million and is expected to grow at the rate of 10% for the period 2009-2010. Key sectors contributing to the growth are expected to be modern work spaces, IT-ITeS, Retail, Healthcare and Government Infrastructure spending.

     We expect to increase our market share organically in our identified geographies. In addition we continue to look at acquiring established brands which complement our brand presence and distribution strengths.

Business Overview

     We are a leading global IT services company. We also provide outsourced research and development, infrastructure outsourcing and business consulting services. We have been acknowledged among leading offshore providers of technology services by Gartner Inc, Forrester Research Inc and other leading research and advisory firms. In April 2009, Forrester ranked Wipro as the leader in Global IT Infrastructure Outsourcing services based on an evaluation of various criteria including client references.

     We provide a comprehensive range of IT services, software solutions, IT consulting, business process outsourcing, or BPO, services and research and development services in the areas of hardware and software design to leading companies worldwide. We combine the business knowledge and industry expertise of our domain specialists and the technical knowledge and implementation skills of our delivery team in our development centers located in India and around the world, to develop and integrate solutions which enable our clients to leverage IT for achieving their business objectives. We use our quality processes and global talent pool for delivering time to development advantage, cost savings and productivity improvements.

     Our objective is to be a world leader in providing a comprehensive range of IT services to our clients. The markets we address are undergoing rapid change due to the pace of developments in technology, changes in business models and changes in the sourcing strategies of clients. We believe that these trends provide us with significant growth opportunities.

Our overall business strategy

Aggressively build awareness of the Wipro brand name

     We continue to aggressively build awareness among clients and consumers both domestically and internationally of the Wipro brand name. We believe we can leverage the strength of an international brand name across all of our businesses by ensuring that our brand name is associated with Wipro’s position as a market leader that is committed to high quality standards. And to achieve this objective, we intend to expand our marketing efforts with advertising campaigns and promotional efforts that are targeted at specific groups.

Pursue selective acquisition of IT companies

     An active acquisition program is an important element of our corporate strategy. In the last three fiscal years, we have made several acquisitions, including the acquisition of Infocrossing Inc and its subsidiaries (“Infocrossing”) and Unza Holding Limited (“Unza”). In January 2009, we acquired Citi Technology Services Limited, an India based provider of information technology services and solutions to CITI Group worldwide. We believe our acquisition program supports our long-term strategic direction, strengthens our competitive position, particularly in acquiring new domain expertise, expands our customer base, increases our ability to expand our service offerings and provides greater scale to grow our earnings and increase stockholder value. In pursuing acquisitions, we also focus on companies where we can leverage domain expertise and specific skill sets, and where a significant portion of the work can be moved offshore to India to leverage our low cost offshore delivery model and realize higher margins.

Sustain growth in operating income and cash flow of our traditional businesses

     We have been in the consumer care business since 1945 and the lighting business since 1992. The consumer care business has historically generated surplus cash for us to be able to grow our other businesses. Our strategy is to maintain a steady growth in operating income for these businesses through efficient capital utilization, strong brand name recognition and expanding our nationwide distribution network. We have invested in brands which complement our brand and distribution strengths.

Continue development of our deep industry knowledge

     We continue to build specialized industry expertise in the IT service industry. We combine deep industry knowledge with an understanding of our clients’ needs and technologies to provide high value, quality services. Our industry expertise can be leveraged to assist other clients in the same industries, thereby improving quality and reducing the cost of services to our clients. We will continue to build on our extensive industry expertise and enter into new industries.

Innovate new service models

     We have developed a new service model — PACE to facilitate performance optimization and improve efficiency of IT assets. We offer new service delivery models that minimize risks and improves efficiency of processes and productivity of IT infrastructure. We deliver these benefits through – process / application optimization and infrastructure consolidation.

Segment overview

IT Services

     Our IT Services segment provide a range of IT and IT enabled services which includes IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, technology infrastructure outsourcing, BPO services and research and development services in the areas of hardware and software design.

     Our IT Services segment accounted for 79%, 74% and 75% of our total revenues for the years ended March 31, 2007, 2008 and 2009, respectively. Our IT Services segment accounted for 94%, 90% and 94% of our total operating income for the years ended March 31, 2007, 2008 and 2009, respectively.

Our strategy

Significantly expand our IT Services business

     We expect to continue to grow our IT Services business and the percentage of our total revenues and profits contributed by this business over the next few years. We believe that we can achieve this objective through the following means:

	•		Identify and develop service offerings in emerging growth areas as separate business opportunities. Currently we are focusing on areas such as business intelligence services, package implementation, niche consulting, data warehousing and network storage;
	•		Increase our share of the total IT spending by our large customers through focused account management and more effective selling of all service lines to our existing customers;
	•		Develop industry specific point solutions and use them as entry strategies by demonstrating industry knowledge and understanding of customer businesses and the benefits of outsourcing;
	•		Offer new pricing models, sharing the risks and rewards of the impact of IT solutions on business, productivity improvements and timeliness of delivery;
	•		Use efficient global sourcing models to source IT services from various geographies and develop methodologies to develop and integrate solutions from around the globe;
	•		Leverage our experience in providing IT infrastructure management services in the Indian market and data center capabilities of Infocrossing Inc. to expand our technology infrastructure support services;
	•		Grow our research and development services by focusing on high growth markets such as telecommunications, mobile communications and the Internet, and high growth technologies such as embedded software;
	•		Expand our market presence by providing enterprise application integration and system integration services;
	•		Expand our service line by investing in eBusiness solutions around information security, business intelligence and information system, service oriented architecture and web based applications; and
	•		Expand our business consulting services and position consulting services as strategic differentiator over other competing entities.

Increase the number of clients and penetration with such clients of our IT Services business

     We intend to increase the number of our clients through a dedicated sales team focused on new client acquisition and increasing our presence in Europe and Asia. Our goal is to make new client accounts generate at least $ 1 million in annual revenues within twelve months of opening each account. Through our MEGA and GAMA account initiative our dedicated key account management team focuses on growing identified customers to over $ 100 million and $ 50 million of annualized revenues, respectively. The number of customers from whom we derived annualized revenues in excess of $ 50 million increased to 17 as of March 31, 2009.

Service offering

     Our IT Services business segment is a leader in providing IT services to companies across the globe. We provide our clients customized IT solutions to improve their business competitiveness. We offer these services globally through a team of over 61,190 professionals excluding associates in BPO Services, Indian IT Services and Infocrossing. This business segment accounted for 75% of our revenue and 94% of our operating income for the year ended March 31, 2009. Our service offerings include

     Enterprise Solutions Offerings

     We provide a comprehensive range of enterprise solutions primarily to Fortune 1000 and Global 500 companies to meet their business needs. Our services range from Enterprise Application Services (CRM, ERP, e-Procurement and SCM), to e-Business solutions. Our enterprise solutions have served clients from a range of industries including Energy and Utilities, Retail, Financial Services, Technology, Media and Entertainment and Healthcare. Our delivery capabilities are supplemented by a holistic quality approach that integrates quality processes like Six Sigma, SEI CMM Level 5 and CMM to eliminate defects in execution.

     Our enterprise solutions division accounted for 65%, 67% and 71% of our IT services revenues for the fiscal years ended March 31, 2007, 2008 and 2009, respectively.

     Our services include:

     Customised applications. We enable our clients to leverage IT to achieve business goals and to align their IT systems with their business strategy by creating customized solutions, selecting appropriate technologies, implementing systems on a fast-track basis, and ensuring overall quality.

	•		Development. We offer well-defined and mature application development processes over a broad spectrum of technology areas that include client or server applications, object-oriented software, Internet or intranet applications and mainframe applications. For example, we were engaged by a gaming company to develop one of the world’s first physics processing solutions targeted at PC-based games market. We were involved in physics ASIC designing, deployment and functional validation of the hardware, prototype. We facilitate manufacture, test and delivery in compliance with global certification standards. This enabled our client to focus on developing user market while we focused on delivering the solution in accordance with the overall business strategy.
	•		Re-engineering and maintenance. We study a client’s business processes and existing systems and convert or redevelop them to improve efficiency and reduce costs. For example, we were engaged by a utility company in U.K. for streamlining and reducing manual components in the business process of providing gas connections to customers. We reviewed the entire process of planning, scheduling and the final execution of the requests of customers. Through our BPA/I expertise and our standard methodologies (six sigma / lean analysis, process modeling simulation), we were able to achieve significant reduction in delivery costs, reduce handoffs and provide visibility on bottlenecks and resource utilization.
			To meet the needs of a changing business environment with limited internal resource utilization, we maintain legacy software applications that require frequent upgrades. Our maintenance services also support a distributed delivery environment wherein work responsibilities can be effectively divided between the various organizations depending on the criticality of the requests.

     Enterprise business integration (EBI) services. We implement EBI solutions for the world’s leading fortune 500 companies across various domains addressing complex integration needs spanning geographies. Our service offerings in EBI help to maximize benefits from investments in existing systems, enable business change through flexible underlying information technology systems, provide global enterprise visibility of information and business processes, extend supply chain visibility and reduce systems/IT total cost of ownership.

     For example, a leading cleaning and hygiene products and solutions company had expanded its operations across the world through acquisitions and organic growth. Diverse business applications, duplicative IT infrastructure and dissimilar processes across geographies presented significant challenge resulting in lack of consistency, higher costs and stifled collaboration. We rationalized the IT applications and infrastructure with more efficient applications that were aligned to business needs. This resulted in significant reduction in overall IT expenditures, improved productivity of the business teams which relied on these applications and reduced maintenance costs.

     Business technology services. We perform application management services through innovative factory model and unified security solutions for the complete lifecycle of audit, legal compliance, security management services and managed services for technology domain, business intelligence portals and content management. For example, we are engaged by a leading energy and utility company to configure, integrate and monitor business critical database servers with an existing SIM solution to comply with Sarbanes Oxley (SOX) requirements, enable auditing / logging functions monitor security events, and provide database security and operational reports.

     Business intelligence and data warehousing. We develop strategies and implement solutions for our clients to manage multiple sources of data for use in their decision-making processes.

     Package implementation. We use our expertise in package software to design, implement and maintain client specific solutions.

     Consulting. We leverage our domain expertise and knowledge base in specific areas to provide consulting services. For example, for a large semiconductor manufacturer, we improved the global supply chain and related governance processes and rationalized information flow leading to significant reduction in lead times and improved customer loyalty.

     For a Hi–Tech manufacturer, we standardized the business process for global logistics. This has significantly reduced the carton handling cost and reduced the number of track and trace cases due to improved shipment visibility.

     Testing Services. We are one of the largest Offshore Testing Services providers in the world with annual revenues aggregating to approximately $ 490 million. We have 8,100 dedicated employees and over 250 customers across the globe, including engagements with many Fortune 500 companies. We have been operating our Independent Testing Services division since 1997. Our service portfolio in testing covers many user needs from product concept to deployment, and across the stages of the product/ application life cycle.

     Research and Development Services

     We have been in the Product Engineering space for more than 25 years now. We are one of the world’s largest third party research and development services provider. This group works with the Engineering and Research departments of many Fortune 500 companies to help them design and develop innovative, high quality, cost effective and safe products.

     We have the technical capability and domain knowledge to quickly turn around a product design from requirements to proof of concept or prototypes. The group has dedicated product development teams for Telecom (Equipment makers, device makers, service providers), Computing (Hardware, software, storage vendors), Embedded (Consumer Electronics, Automotive Electronics, Medical Devices, Aerospace, Industrial Automation etc.) and Semiconductors.

     We have the unique strength amongst service providers to be able to provide not only supplement services for the high-tech clients and ISVs but can help them reduce the total cost of ownership of their products and get them faster to the end-consumers. Our research and development services division accounted for 35%, 33% and 29% of our IT services revenue for the fiscal years ended March 31, 2007, 2008 and 2009, respectively. Our services include:

     Engineering Design Services. Our experience in complex project management coupled with technological expertise enables us to provide engineering design solutions that help in reducing time to market and cost while complying with quality standards. For example, for a leading software product vendor, we reduced development lead time from 12 months to 4 months resulting in faster release of new products. We undertook complete ownership of security and systems utilities product suite and lowered development lead time.

     Hardware design and development. We design and develop various types of integrated electronic circuits, or ICs, including application specific integrated circuits, or ASICs and field programmable gate arrays, or FPGAs. We offer our services over a broad spectrum of technology areas, and are able to provide our clients complete subsystems or entire products.

     Product Strategy & Architecture (PSA). Our PSA practice has wide experience in researching, analyzing, and documenting the business value of technology solutions and helps technology vendors and enterprises develop innovative and effective product and IT strategies that have had proven value in achieving business success. Integrating market-specific knowledge and experience in emerging technologies and standards, the PSA practice provides a unique combination that can meet the complex demands of the industry.

     Multimedia. Our multimedia team works actively on multimedia product realization and provides re-usable Audio, Video and Speech codecs optimized on different platforms suitable for different application areas and end-to-end HW development of video codec solutions.

     Telecommunications and service providers. We provide software application integration, network integration and maintenance services to telecommunications service providers, Internet service providers, application service providers and Internet data centers.

     Semiconductor IP. We offer an industry leading portfolio of semiconductor Intellectual Property (IP) cores for complex wireless and wireline applications including Wireless LAN, Bluetooth, Ultra wideband, Wireless USB and Firewire. Our portfolio of IP cores also contains software, silicon proven Wireless LAN, multiband radio module and analog / mixed-signal / digital blocks such as AFEs, synthesizers, PLLs and LVDS driver / receiver.

     Technology Infrastructure Support Services

     Our service offerings include help desk management, systems management and migration, network management and messaging services. We are able to provide our IT Services and Products clients with high quality, 24-hour, seven-day-a-week support services by leveraging our expertise in managing IT infrastructures for our clients in India. Our offerings are powered by over 7,300 technical specialists and one of the world’s first BS 15000 and ISO 20000 certified infrastructures for operations support. This is service line which serves customer across Enterprise Solution Offerings and Research and Development Services.

     For example, we were engaged by a utility company in the U.K. to overhaul its legacy applications without impacting its day-to-day operations. We created resilient and scalable network structures, created single interface for all network services and defined a clear technology roadmap for wide area acceleration, IP etc. This network transformation was carried out without any impact on the service levels to end users and led to a significant reduction in operational expenses.

     We formed the Technology Infrastructure Support Services division at the end of 1998, and it accounted for 14%, 17% and 20% of our IT Services revenues for the year ended March 31, 2007, 2008 and 2009, respectively.

     Business Process Outsourcing (BPO) Services

     Wipro BPO is one of India’s leading offshore BPO providers. Wipro BPO enables clients to improve the quality of their processes, reduce costs and realize benefits of scale. Wipro BPO is uniquely positioned to service customer requirements by leveraging its quality and innovation, talented employees, self sustaining process framework and domain knowledge. We offer customized service offerings; that translate into flexible and cost effective services of the highest quality for our customers. For a leading online mortgage lender, we transitioned the loan approval process and re-engineered the process applying six sigma methodologies to reduce cycle time for processing and ensure the highest level of accuracy. We segregated the entire processing into three phases to ensure smoother workflow, improved efficiency and minimal processing lead time.

     Our service offerings include:

	•		customer interaction services, such as IT-enabled customer services, marketing services, technical support services and IT helpdesks;
	•		finance and accounting services, such as accounts payable and accounts receivable processing;
	•		process improvement services that provide benefits of scale for repetitive processes like claims processing, mortgage processing and document management; and
	•		knowledge process outsourcing services which involve high-end knowledge work on intellectual property, equity and finance, analytics, market research and data management.

     For BPO projects, we have a defined framework to manage the complete BPO process migration and transition. The process has been developed based on our experience over the past several years in migrating remote business processes to India. This defined framework is designed to ensure process integrity and minimize inherent migration risks. The framework includes a proprietary transition toolkit, which ensures that there is a documented methodology with formats, tools, guidelines and a repository of past experiences to aid the transition team during the transition phase.

     In BPO Services, we primarily compete against the in-house business process outsourcing units of international companies, other Indian IT service providers, global competitors and competitors from other offshore locations like the Philippines and Ireland. In many large outsourcing deals, BPO services are an integral part of the total services outsourced. Integrating BPO services into our portfolio of service offerings has provided us with a strong competitive advantage over other IT services providers. We had over 22,800 employees in our BPO Services as of March 31, 2009.

     Our BPO services business accounted for 8% of our IT Services revenues for the years ended March 31, 2007, 2008 and 2009, respectively. This is a service line which serves customer across Enterprise Solution Offerings and Research and Development services.

Our Global Delivery Model

     In our IT service offerings, we assume primary project management responsibility for all stages of implementation of a project. Typically, a project team consists of a small number of IT professionals based at the client’s location, who define the scope of the project, track changes to specifications and requirements during project implementation, assist in installing the software or system at the client’s site and ensure its continued operation. A large proportion of the development work on a project is performed at one of our dedicated offshore development centers, or ODCs, located in India. Our project management techniques, risk management processes and quality control measures enable us to complete projects on time, seamlessly and qualitatively across multiple locations.

     The Offshore Development Center. We are among the few IT services companies in India which pioneered the offshore development model for delivering high-quality services at a relatively low cost to our international clients. Our ODC is a virtual extension of the client’s working environment with a dedicated facility and dedicated hardware and software infrastructure that replicates the client’s facilities. This is further enhanced by a dedicated high-speed telecommunication link with the client’s onsite facilities and a secure working environment. In all our projects, we endeavor to increase the proportion of work performed at the ODCs in order to be able to take advantage of the various benefits associated with this approach, including higher gross margins and increased process control. Due to the level of investment required by our clients in an ODC and the quality of services we provide, the ODC model has provided us a high percentage of repeat business and a stable revenue stream.

     The Nearshore Development Center. Based on specific client needs, we have established dedicated development centers in close proximity to our clients’ business locations, which we call nearshore development centers. These nearshore development centers have employees with specialized functional expertise and provide on-call support to our customers. We currently have nearshore development centers in Atlanta in USA, Monterry in Mexico, Cairo in Egypt, Curitiba in Brazil. Reading, in the U.K., Windsor and Ontario in Canada, Kiel in Germany, Tampere in Finland, Shanghai in China, Cebu in Philippines, Bucharest in Romania, Sydney in Australia and Yokohama in Japan. In addition to providing software development services, these centers, with their significant local talent, also provide a local customer interface.

Our Clients

     We provide IT software solutions to clients from a broad array of industry sectors. Several of our clients purchase our services across several of our business divisions. We seek to expand the level of business with our existing clients by increasing the type and range of services we provide to them. The table below illustrates the size of our client project engagement size as measured by revenues.

		Number of clients in
		Year ended				Year ended				Year ended
		March 31,				March 31,				March 31,
Per client revenue($)		2007				2008				2009
1-3 million			119				169				207
3-5 million			36				64				67
>5 million			100				129				153
Total >1 million			255				362				427

     The largest client of our IT Services segment accounted for 3% of the total revenues from such segment for the fiscal years ended March 31, 2007, 2008 and 2009, respectively. For the same periods, the five largest clients of our IT Services segment accounted for 11% of total IT Services revenues.

Sales and Marketing

     Our headquarters are located in Bangalore, India. We sell and market our IT Services primarily through our direct sales force, across several, locations worldwide, including in the United States, France, Germany, Holland, Japan, Sweden and the United Kingdom. Our sales teams are organized in three ways:

•

by the vertical market segment of our client’s business;

	•		by the geographic region in which our client is located; and
	•		by the specific practice specialization or skill set that our client requires.

     We use an integrated team sales approach that allows our sales teams to pass a client over to an execution team once the sale is completed. Our sales personnel work together with the appropriate software professionals and technical managers in analyzing potential projects and selling our expertise to potential clients. Through our MEGA and GAMA account initiatives our dedicated key account management team focuses on growing identified customers to over U.S. $ 100 million and U.S. $ 50 million of annualized revenues, respectively. Our IT Services also gets support from our corporate marketing team to assist in brand building and other corporate level marketing efforts. Our sales and marketing team in IT Services excluding Indian IT Services and Infocrossing has increased from 425 to 498 personnel from March 31, 2008 to March 31, 2009. We intend to expand our global marketing efforts through increased presence in targeted geographical regions. In addition, we have a global programs team which is focussed on identifying and winning large outsourcing engagements across verticals.

Competition

     The market for IT services is highly competitive and rapidly changing. Our competitors in this market include consulting firms, big four accounting firms, global IT services companies, such as Accenture, IBM Global Services and India based IT services companies such as Cognizant, Infosys and Tata Consultancy Services.

     These competitors are located internationally as well as in India. We expect that competition will further increase and will potentially include companies from other countries that have lower personnel costs than those currently in India. A significant part of our competitive advantage has historically been a wage cost advantage relative to companies in the United States and Europe. Because wage costs in India are presently increasing at a faster rate than those in the United States our ability to compete effectively will increasingly become dependent on our ability to provide high quality, on-time, complex deliverables that depend on increased expertise in certain technical areas. We also believe that our ability to compete will depend on a number of factors not within our control, including:

	•		the ability of our competitors to attract, retain and motivate highly skilled IT services professionals;
	•		the extent to which our international competitors expand their operations in India and benefit from the favorable wage differential;
	•		the price at which our competitors offer their services; and
	•		the extent to which our competitors can respond to a client’s needs.

     We believe we compete favorably with respect to each of these factors and believe our success has been driven by quality leadership, our ability to create client loyalty and our expertise in targeted select markets.

IT Products

     Our IT Products segment provides a range of IT products encompassing computing, storage, networking, security, and software products. Under this segment, we sell IT products manufactured by us and third-party IT products. Our IT Products segment accounted for 11%, 13%, 13% of our total revenues for the year ended March 31, 2007, 2008 and 2009, respectively. Our IT Products segment accounted for 2%, 3% and 3% of our operating income for the year ended March 31, 2007, 2008 and 2009, respectively.

Our Strategy

     We plan to grow in the IT Products market by focusing on:

	•		Positioning — build enhanced solution capabilities to position ourselves as a Valued Added System Integrator;
	•		Geo expansion — we are expanding our market address into newer geographies;
	•		Product-line expansion

	o		new form factors and functionalities to address a broader spectrum of users branded under “e.GO”
	o		high-end Itanium servers and modular storage

•

New Alliances – partner with emerging technology providers to improve market address and develop new streams of revenue.

Products

     Our range of IT Product comprises the following:

     Wipro Manufactured Products. Our manufactured range of products comprises of desktops, notebooks, NetPower servers and super computers. To cater to a wider range of customer, under the personal computing category, we have launched a new series branded as “e.GO”. We now offer form, factors and functionalities that cater to the entire spectrum of users – individuals to high-end corporate users.

     Enterprise Platform. Our products under this category comprise design and deployment services for RISC servers, Application servers, Databases, Unix OS, Server computing resource management software

     Networking Solutions. Our products under this category comprise design, deployment and audit of enterprise wide area network (WAN), wireless LAN, unified communication systems

     Software Products. Our products in this category comprise enterprise application, datawarehousing and business intelligence softwares from world’s leading software product companies.

     Data Storage. Our products under this category comprise network storage, secondary and near line storage, backup and storage fabrics

     Contact Centre Infrastructure. Our offerings include Switch Integration, Voice Response Solutions, Computer Telephony Interface (CTI), Customized Agent Desktop Application, Predictive Dialer, Customer Relationship Management, Multiple Host Integration, Voice Logger interface

     Enterprise Information Security. Security products include single signon, firewalls

     Emerging Technologies. Technology optimization in web and WAN acceleration, virtual computing in data centre, IP video solutions

Our Clients

     The clients for our IT Products segment range from single users to large enterprises. We provide our offerings to enterprises in the Government, defence, IT and IT- enabled services, telecommunications, manufacturing, and banking sectors. We have a diverse range of clients, none of whom account for more than 10% of our IT Products business segment revenues.

Sales and Marketing

     We sell and market our manufactured products through our direct sales force, national distributor network and resellers. The direct and indirect teams are distributed geographically. We resell the enterprise products through our direct sales force.

     Our direct sales teams are organized in three ways:

	•		by customer segment – Mega, Enterprise and Mid-market;
	•		by geography — region in which our client is located; and
	•		by specific practice — specialization or skill set that our client requires.

     We use an integrated team sales approach that allows our sales teams to pass a client over to an execution team once the sale is completed. Global Products gets support from our corporate marketing team to assist in brand building and other corporate level marketing efforts for various market segments.

Competition

     The IT products market is a dynamic and highly competitive market. In the marketplace, we compete with both international and local providers. Our local competition comes from HCL, TCS, CMC and Redington. The international competitors are IBM, Esys, Ingram, Dell, HP, Lenovo, Acer, Sony, and Toshiba.

     We are witnessing higher pricing pressures due to:

	•		commoditization of manufactured products business; and
	•		higher focus on Indian markets by all leading IT companies

     We are favorably positioned due to our quality leadership, our ability to create client loyalty and our expertise in targeted select markets.

Consumer Care and Lighting

     We leverage our brand name and distribution strengths to sustain a profitable presence in niche markets in the areas of soaps, toiletries, lighting products including modular switches and modular furniture for the Indian market. Our Santoor brand is the third largest brand in India in the soap category. With the acquisition of Unza group, we are increasing our presence in personal care products sector in South-East Asia. Our Consumer Care and Lighting segment accounted for 5%, 7% and 8% of our total revenue for the years ended March 31, 2007, 2008 and 2009, respectively. Our Consumer Care and Lighting segment accounted for 3%, 5% and 5% of our operating income for the year ended March 31, 2007, 2008 and 2009, respectively.

     Our Consumer Care and Lighting business segment focuses on niche profitable market segments. We began with the hydrogenated oil business in 1945, and have continued to expand our business, currently offering a mix of consumer products including hydrogenated cooking oil, soaps and toiletries, wellness products, light bulbs and fluorescent tubes, and lighting accessories.

Products

     Personal care products. Our range of personal care products include deodorants and fragrances, hair care, bath and shower, skin care and other personal care products. We have about 48 brands including brands like Enchanteur, Safi, Eversoft and Romano.

     Soaps and toiletries. Our product lines include soaps and toiletries, as well as baby products, using ethnic ingredients. Our umbrella brands include Santoor, Chandrika, Wipro Active, Wipro Baby Soft line of infant and child care products, which includes soap, talcum powder, oil, diapers and feeding bottles and the Wipro Sanjeevani line of wellness products.

     Lighting. Our product line includes modular switches, incandescent light bulbs, compact fluorescent lamps and luminaries. We operate both in commercial and retail markets. We have also developed commercial lighting solutions for pharmaceutical production centers, retail stores, software development centers and other industries.

     Office Modular Furniture. Our product line modular furniture for office use like workstations, storage and chairs. We operate both in commercial and retail markets. We sell our products to software development centre, banks and financial institutions, insurance companies and manufacturing companies who are in the process of setting up new facilities or expanding their current workspaces.

Sales and Marketing

     We market and sell our personal care products through a host of distribution channels which include modern retail outlets, hypermarts, supermarts, traditional retailers, van operators and wholesalers. We sell and market our consumer care products primarily through our distribution network in India, which has access to 3,500 distributors and 2.1 million retail outlets throughout the country. We sell significant portion of our lighting products to major industrial and commercial customers through our direct sales force, from 31 sales offices located throughout India.

     In our other geographies, led by Malaysia, Vietnam, Indonesia and Greater China, we have direct access to over 60,000 retail outlets, with a significant presence in the fast growing modern trade.

     In India, we leverage our brand recognition by successfully incorporating the Wipro identity with our consumer brands. We intend to expand our marketing efforts with the aid of advertising campaigns and promotional efforts targeted to specific regions of India. We intend to introduce acquired personal care product brands to establish our presence in the markets for personal care products in India.

Competition

     We face competition primarily from multinational companies like Unilever, Proctor and Gamble, Johnson & Johnson, Loreal in the personal care products market. Our competitors in the consumer care and lighting are located primarily in India, and include multinational and Indian companies such as Hindustan Unilever for soaps, toiletries and

Philips for lighting. Certain competitors have recently focused on sales strategies designed to increase sales volumes through lower prices. Sustained price pressures by competitors may require us to respond with similar or different pricing strategies. We cannot be reasonably certain that we will be able to compete successfully against such competitors or that continued competition may not adversely affect our gross and operating profits.

Raw Materials and Manufacturing

     The primary raw materials for our soap and personal care products are agricultural commodities, such as vegetable oils. We purchase these raw materials domestically and internationally through various supplier contracts. Prices of vegetable oils and other agricultural commodities tend to fluctuate due to seasonal, climatic and economic factors.

     Our lighting products are manufactured from glass and industrialized parts. We purchase these parts from various domestic and foreign distributors and manufacturers, pursuant to a combination of requirement and other supply contracts.

     Our furniture products are manufactured from Wood in form of particle or medium density fiber boards, steel, aluminum, fabric, plastics and glass. We purchase these items from various domestic and foreign distributors and manufacturers, pursuant to a combination of requirement and other supply contracts.

     We have 13 manufacturing locations with 8 factories in India, 2 in Malaysia and 1 each in Vietnam, Indonesia and China, and deal with over 60 third party manufacturers to source our extensive product range.

Others

     Our Others segment includes our infrastructure engineering business. We are the world’s second largest third-party manufacturer of hydraulic cylinders. The Others segment is centered on our mobile construction equipment business and our material handling business. We manufacture and sell cylinders and truck hydraulics, and we also distribute hydraulic steering equipment and pumps, motors and valves for international companies. We have a global footprint in terms of manufacturing facilities in Europe and India and sell to customers across the globe. Our main competitors include, UT Limited (India), Dongyong, Sundaram Hydraulics and Dantal and overseas suppliers such as the Kayaba, Precision Hydraulics Company, Hyva (in tipping business).

     While the current financial year has seen a decline in global sales volumes, we believe that the fundamentals of infrastructure engineering business remain intact. Our strategy is to gain share globally through:

	•		strengthening relationship with global original equipment manufacturers (OEMs) who are likely to seek stable suppliers like Wipro in the current economic environment; and
	•		diversification into newer segments organically and/or inorganically.

     We are also in the water solutions business, which addresses the entire spectrum of treatment solutions, systems and plants for water and waste water for industries.

     We also provide consulting on comprehensive renewable energy and efficiency solutions.

     Our Others, including reconciling items segment accounted for 5%, 6% and 4% of our total revenues for the year ended March 31 2007, 2008 and 2009, respectively. Our Others, including reconciling items segment accounted for 1%, 2% and (2)% of our operating income for the year ended March 31 2007, 2008 and 2009, respectively.

Raw Materials and Manufacturing

     The primary raw material for our hydraulic cylinder products are steel tubes, rods, casting and cylinder bottom. We purchase these raw materials domestically and internationally through various supplier contracts. Prices of most raw material vary due to various economic factors.

      We have 8 manufacturing facilities across Asia and Europe with 3 facilities in India, 4 in Sweden and 1 in Finland. We also have sales office in china.

Investment in Affiliates

     In 1990, we formed a joint venture with General Electric called Wipro GE Medical Systems Private Limited to learn new technologies and management processes from world class companies like General Electric and to enter new markets. General Electric currently holds 51% of the equity in the joint venture and we hold 49%. The joint venture partners have equal representation on the board of directors and the chairman of the joint venture is the chairman of Wipro

Limited. The joint venture provides customers in the South Asian markets after-sales services for all GE Medical Systems products sold to them. Products offered in this market consist of GE Medical Systems products manufactured world wide and portable ultrasound equipment manufactured in India by this joint venture for the global markets. This venture also leverages our strength in software development to develop embedded software for medical equipment designed and developed by General Electric for their global product portfolio. The main competitors of Wipro GE Medical Systems Private Limited include Siemens and Philips.

Our Competitive Strengths

     We believe that the following are our principal competitive strengths:

Comprehensive range of IT services

     We provide a comprehensive and integrated suite of IT solutions, ranging from consulting to application development and maintenance and take end-to-end responsibility for project execution and delivery. We have more than two decades of experience in product engineering, software development, re-engineering and maintenance for our corporate customers and provide managed IT support services at the client’s site through our offshore development centers in India and several near shore development centers located in countries closer to our clients’ offices. We believe that this integrated approach positions us to take advantage of key growth areas in enterprise solutions, including IT services data warehousing, implementation of enterprise package application software such as enterprise resource planning, or ERP, supply chain management or SCM and customer relationship management or CRM. In many large outsourcing deals, BPO services are an integral part of the total services outsourced. Integrating BPO services into our portfolio of service offerings has provided us with a strong competitive advantage over other IT services providers.

World-class quality as measured by SEI-CMM and Six Sigma initiatives

     One of the crucial factors in our success has been our commitment to pursue the highest quality standards in all aspects of our business. We were assessed at SEI-CMM Level 5, the highest level of quality certification, in January 1999, making us the first IT services provider in the world to achieve this standard. SEI-CMM is widely accepted in the software industry as a standard to measure the maturity and effectiveness of software processes. Our SEI-CMM Level 5 rating is supported by our Six Sigma initiative, which is an internationally recognized program focusing on defect reduction and cycle time reduction. Our Six Sigma program was launched in 1998. Six Sigma represents a quality standard of less than 3.4 defects per million opportunities in which a defect may arise. In our continuous quest to do more with less, we pioneered the application of LEAN thinking in software services and support transactions. We believe that LEAN is a proven manufacturing philosophy that has been sustained over several decades. The focus is on streamlining activities solely from the customer’s viewpoint, eliminating waste, and a collaborative way of working and have found that this enhances productivity. We believe that our approach of continuous enrichment through effective experimentation has proven fruitful.

Service offerings in emerging growth areas

     We focus on identifying emerging growth areas and developing service offerings in these areas. For example, we identified technology infrastructure outsourcing as an emerging growth area in 1998. We developed service offerings in this area and familiarized customers with the concept of remote network management. Today this comprises 20% of our revenues from IT Services. We have recently been ranked by Forrester as the leader in providing IT infrastructure outsourcing services. We have established centers of excellence in emerging growth areas. These centers focus on understanding technology and developing customized business solutions for our customers.

Broad range of research and development services

     Due to our strengths in research and development services we are well positioned to benefit from the recovery in global research and development spending. We are one of a few major IT services companies in the world capable of providing an entire range of research and development services from concept to product realization. According to NASSCOM’s Strategic Review Report 2009, Indian Research and Development and Engineering services comprising embedded systems/solution as well as other product engineering development services is estimated to reach U.S. $ 4.9 billion in revenues in 2009. The recurring nature of revenues from research and development services helps in mitigating the cyclic nature of IT services. We provide IT services for designing, enhancing and maintaining platform technologies including servers and operating systems, communication subsystems, local area and wide area network protocols, optical networking systems, Internet protocol based switches, routers and embedded software, including software used in mobile phones, home or office appliances, industrial automation and automobiles.

Global delivery model

     One of our strengths is our global delivery model, which includes our offshore development centers, or ODCs, and our nearshore development centers. We were among the first India-based IT services companies to implement the offshore development model as a method for delivering high-quality services at a relatively low cost to international clients. Our global delivery model has many features that are attractive to our clients, including:

	•		a time difference between the client site and the ODC which allows a 24-hour work schedule for specific projects;
	•		the ability to quickly increase the scale of development operations;
	•		increased access to our large pool of highly skilled IT professionals located in India; and
	•		physical and operational separation from all other client projects, providing enhanced security for a client’s intellectual property.

Established track record with premier international customer base

     As of March 31, 2009, our IT Services segment had 863 active clients and 76% of our revenues from IT Services segment was derived from Fortune 1000 and Global 500 clients.

     We have approximately 153 customers from whom we derived annualized revenues in excess of $5 million in the fiscal year ended March 31, 2009. We believe that having an established base of high quality, high technology clients provides us with the following competitive advantages:

	•		the type of clients we target are likely to maintain or increase their IT outsourcing budgets;
	•		our ODCs support critical IT applications of our large clients, so the clients are therefore likely to provide a high level of repeat business; and
	•		our IT professionals are consistently exposed to the latest technologies that we are then able to leverage to procure business from other clients.

Ability to access, attract and retain skilled IT professionals

     We have continued to develop innovative methods for accessing and attracting skilled IT professionals. We partnered with a leading Indian university to establish a program for on the job training and a Masters degree in software engineering. We believe that our ability to retain highly skilled personnel is enhanced by our leadership position, opportunities to work with leading edge technologies and focus on training and compensation. In February 2007, we were awarded Dale Carnegie Global Leadership Award in recognition of our emphasis on development of human resources, innovation and organizational creativity. As of March 31, 2009, in our IT Services business excluding BPO business, Indian IT Services and Infocrossing we had over 61,190 professionals. In our BPO business we had over 22,800 employees. We expect to grow these numbers in the foreseeable future. One of the keys to attracting and retaining qualified personnel is our variable and performance linked compensation programs. We have had an employee stock purchase program since 1984 and an employee stock option plan and a productivity bonus plan since October 1999.

Robust systems and processes to support growth in business

     We have proactively invested in systems, processes and infrastructure to support growth in our business. We have developed systems and processes to ensure that we have adequate infrastructure, robust recruitment systems and processes to maintain our culture of ethical behavior, openness and transparency. We calibrate our recruitment strategies based on the demand outlook. This has resulted in industry leading resource utilization levels. Our employee base in our IT Services segment excluding BPO Services, Indian IT Services and Infocrossing, grew from approximately 9,900 employees as of March 31, 2001 to approximately 61,190 employees as of March 31, 2009. During the same period, our revenues from our IT Services segment have grown from Rs. 17,816 million to Rs. 191,193 million.

Broad distribution network and strong sales force in India

     We have a large and growing distribution network for our domestic businesses. For our Indian IT Services and Products business segment, our direct sales force targets large corporate clients and over 190 channel partners throughout India, and focuses on medium and small enterprises. For our Consumer Care and Lighting products segment, we have access to more than 2.1 million retail outlets in India. This distribution reach provides us with a significant competitive advantage and allows us to grow our business with minimal increases in personnel.

Strong brand recognition in the Indian market

     We believe that our brands are some of the most well recognized brands in the Indian market. We have been operating in the Indian market for over 60 years and believe that customers equate our brand with high quality standards and a commitment to customer service. We enhance the value of our brands through aggressive and selective advertising and promotions.

Markets and Sales Revenue

     Our revenues for the last three fiscal years by geographic areas are as follows:

(In millions)

		Year ended March 31,
		2007				2008				2009
India		Rs.	30,650			Rs.	46,891			Rs.	52,908
United States			72,846				87,552				116,281
Europe			36,972				48,259				57,109
Rest of the world			8,963				14,726				28,266
		Rs.	149,431			Rs.	197,428			Rs.	254,564

Intellectual Property

     Our intellectual property rights are important to our business. We rely on a combination of patent, copyright, trademark and design laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. We require employees, independent contractors and, whenever possible, vendors to enter into confidentiality agreements upon the commencement of their relationships with us. These confidentiality agreements generally provide that any confidential or proprietary information being developed by us or on our behalf be kept confidential. These agreements also provide that any confidential or proprietary information disclosed to third parties in the course of our business be kept confidential by such third parties. However, our clients usually own the intellectual property in the software we develop for them.

     Our efforts to protect our intellectual property may not be adequate. Our competitors may independently develop similar technology or duplicate our products and/or services. Unauthorized parties may infringe upon or misappropriate our products, services or proprietary information. In addition, India has now complied with all World Trade Organization, or WTO, requirements, which means, that India meets the international mandatory and statutory requirements regarding the protection of intellectual property rights.

     We could be subject to intellectual property infringement claims as the number of our competitors grows and our product or service offerings overlap with competitive offerings. In addition, we may become subject to such claims since we may not always be able to verify the intellectual property rights of third parties from which we license a variety of technologies. Defending against these claims, even if not meritorious, could be expensive and divert our attention from operating our company. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay substantial damage awards and be forced to develop non-infringing technology, obtain a license or cease

selling the applications that contain the infringing technology. The loss of some of our existing licenses could delay the introduction of software enhancements, interactive tools and other new products and services until equivalent technology could be licensed or developed. We may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms, if at all.

     As of March 31, 2009, we hold more than 1100 registered trademarks including registered community trademarks in India, Japan, U.S., Malaysia and the British Virgin Islands. We also have 18 registered copy rights and 11 registered Designs. We have about 12 applications and 5 applications pending for registration of Designs and Copyrights respectively.

     We have 115 registrations completed with respect to WIPRO and Flower logo trade marks in 80 territories across the world (including Madrid protocol countries) and more than 200 trademark applications pending registration. These overseas registrations also include our applications in the EU (via the Community Trade Mark). We have also more than 200 trademark applications pending in India, Iran, Vietnam, Iraq, Malaysia, Singapore, Nepal, Sri Lanka, etc.  We have been granted 80 registered patents (including patents granted to our subsidiaries) and have about 15 pending patent applications. We cannot guarantee that we will obtain registration for trademarks including service marks, patent, design and copyright registration for any of our pending applications.

Effect of Government Regulation on our Business

     Regulation of our business by the Indian Government affects our business in several ways. We benefit from certain tax incentives promulgated by the Government of India, including a ten-year tax holiday from Indian corporate income taxes for the operation of most of our Indian facilities and a partial taxable income deduction for profits derived from exported IT services under Indian tax laws and tax holiday for operations in notified economic zones. The tax holiday for our facilities located in STPs is due to expire in fiscal 2010. As a result of these incentives, our operations have been subject to relatively insignificant Indian tax liabilities. We have also benefited from the liberalization and deregulation of the Indian economy by the successive Indian Governments since 1991, including the current Indian Government. Further, there are restrictive parts of the Indian law that affect our business, including the fact that we are generally required to obtain approval under the Factories Act and the Shops and Establishment Act, from the Reserve Bank of India and/or the Ministry of Finance of the Government of India to acquire companies organized outside India, and we are generally required, subject to some exceptions, to obtain approval from relevant Government authorities in India in order to raise capital outside India. The conversion of our equity shares into ADSs is governed by guidelines issued by the Reserve Bank of India.

     Finally, we are subject to several legislative provisions relating to the Prevention of Food Adulteration, Weights and Measures, Drugs and Cosmetics, Storage of Explosives, Environmental Protection, Pollution Control, Essential Commodities and operation of manufacturing facilities. Non-compliance with these provisions may lead to civil and criminal liability. We are and generally have been in compliance with these provisions.

     Please see the section titled “Risk Factors” in Item 3, Key Information, as well as the section titled “Additional Information” in Item 10, for more information on the effects of Governmental regulation of our business.

Organizational Structure

     Our subsidiaries as of March 31, 2009 are provided in the table below.

Country of

Direct Subsidiaries

Step Subsidiaries

Incorporation

Wipro Inc.

U.S.

Wipro Gallagher Solutions Inc

U.S.

Enthink Inc.

U.S.

Infocrossing Inc.

U.S.

Infocrossing. LLC,

U.S.

cMango Pte Limited

Singapore

Wipro Japan KK

Japan

Wipro Shanghai Limited

China

Wipro Trademarks Holding Limited

India

Cygnus Negri Investments

India

Private Limited

Wipro Travel Services Limited

India

Wipro Consumer Care Limited

India

Wipro Holdings (Mauritius) Limited

Mauritius

Wipro Holdings UK Limited

U.K.

Wipro Technologies UK Limited BVPENTE

U.K. Austria

Country of

Direct Subsidiaries

Step Subsidiaries

Incorporation

Beteiligungsverwaltung

GmbH(A)

3D Networks FZ-LLC

Dubai

3D Networks (UK) Limited

U.K.

Wipro Cyprus Private Limited

Cyprus

Wipro Technologies S.A DE C. V

Mexico

Wipro BPO Philippines LTD Inc

Philippines

Wipro Holdings Hungary

Hungary

Korlátolt Felelõsségû

Társaság

Wipro Technologies Argentina

Argentina

SA

Wipro Information Technology

Egypt

Egypt SAE

Wipro Arabia Limited

Dubai

Wipro Poland Sp Zoo

Poland

Wipro Information Technology

Netherland

Netherlands BV

(formerly RetailBox BV)

Enabler Informatica SA(A)

Portugal

Wipro Technologies Limited, Russia

Russia

Wipro Technologies Oy

Finland

(formerly Saraware Oy)

Wipro Infrastructure

Sweden

Engineering AB

Wipro Infrastructure Engineering Oy

Finland

Hydrauto Celka San ve Tic

Turkey

Wipro Technologies SRL

Romania

Wipro Singapore Pte Limited

Singapore

Unza Holdings Limited (A)

Singapore

Wipro Technocentre (Singapore) Pte

Singapore

Limited

Wipro (Thailand) Co Limited

Thailand

Wipro Australia Pty Limited

Australia

Wipro Networks Pte Limited

Singapore

(formerly 3D Networks Pte Limited)

Planet PSG Pte Limited

Singapore

Planet PSG SDN BHD

Malaysia

Wipro Chengdu Limited

China

Wipro Chandrika Limited

India

WMNETSERV Limited

Cyprus

WMNETSERV (U.K.) Limited.

U.K.

WMNETSERV INC

U.S.

Wipro Technology Services Limited

India

All the above direct subsidiaries are 100% held by the Company except that we hold 66.67% of the equity securities of Wipro Arabia Limited and 90% of the equity securities of Wipro Chandrika Limited.

As of March 31, 2009, we also held 49% of the equity securities of Wipro GE Medical Systems Private Limited that is accounted for as an equity method investment.

 

(A)

Step Subsidiary details of Unza Holdings Limited, BVPENTE Beteiligungsverwaltung GmbH and Enabler Informatica SA are as follows :

						Country of
Step Subsidiaries		Step Subsidiaries				Incorporation
Unza Company Pte Limited						Singapore
Unza Indochina Pte Limited						Singapore
		Unza Vietnam Co., Limited				Vietnam
Unza Cathay Limited						Hong Kong
Unza China Limited						Hong Kong

						Country of
Step Subsidiaries		Step Subsidiaries				Incorporation
		Dongguan Unza Consumer Products Limited.				China
PT Unza Vitalis						Indonesia
Unza Thailand Limited						Thailand
Unza Overseas Limited						British virgin islands
Unza Africa Limited						Nigeria
Unza Middle East Limited						British virgin islands
Unza International Limited						British virgin islands
Positive Equity Sdn Bhd						Malaysia
Unza Nusantara Sdn Bhd						Malaysia
		Unza Holdings Sdn Bhd				Malaysia
		Unza Malaysia Sdn Bhd				Malaysia
				UAA (M) Sdn Bhd		Malaysia
		Manufacturing Services Sdn Bhd				Malaysia
				Shubido Pacific Sdn Bhd(a)		Malaysia
		Gervas Corporation Sdn Bhd				Malaysia
				Gervas (B) Sdn Bhd		Malaysia
		Formapac Sdn Bhd				Malaysia
BVPENTE Beteiligungsverwaltung GmbH						Austria
		New Logic Technologies GmbH				Austria
		New Logic Technologies SARL				France
Enabler Informatica SA
		Enabler France SAS				France
		Enabler UK Limited				U.K.
		Wipro do Brasil Technologia Ltda				Brazil
		Wipro Technologies Gmbh (formerly Enabler & Retail Consult GmbH				Germany

Property, Plant and Equipment

     Our headquarters and corporate offices are located at Doddakannelli, Sarjapur Road, Bangalore, India. The offices are approximately 300,000 square feet. We have approximately 1.3 million square feet of land adjoining our corporate offices for future expansion plans.

     In addition we have approximately 40 million square feet of land and approximately 9.6 million square feet of owned software development facilities in India and approximately 1 million square feet of leased software development premises in India. We have approximately 1,100,000 square feet of leased software development facilities in 11 countries outside India. We have approximately 313,000 square feet of leased data center facilities at various locations in United States of America.

     We have one sales and marketing office located in each of the following countries: Canada, France, Germany, Japan, Sweden, Italy, Switzerland, Finland, the Netherlands, the United Kingdom and China. In addition, we have eleven sales and marketing offices in the United States.

     We operate fifteen manufacturing sites, aggregating approximately 1.4 million square feet and approximately 4.2 million square feet of land.  We own eight of these facilities, located in Amalner, Tumkur, Bangalore, Mysore, Hindupur, Mumbai, Chennai and Pondicherry, India. We have leased on a long-term basis three facilities located in Waluj, Haridwar and Baddi, India. We own approximately 946,090 square feet of production and warehousing facilities in Indonesia, Vietnam and Malaysia. We also own approximately 344,000 square feet of production facilities in Sweden.

     Our software development and manufacturing facilities are equipped with a world class technology infrastructure that includes networked workstations, servers, data communication links, captive power generators and other plants and machinery.

     We believe that our facilities are optimally utilized and that appropriate expansion plans are being planned and undertaken to meet our future growth.

Material Plans to Construct, Expand and Improve Facilities

     As of March 31, 2009, we have capital commitments of Rs. 5,371 million ($106 million) related to the construction or expansion of our software development facilities. We currently intend to finance our additional expansion plans entirely through our cash and cash equivalents and investments in liquid and short term mutual funds as of March 31, 2009.

Legal Proceedings

     In the ordinary course of business, we may from time to time become involved in certain legal proceedings. As of the date of this Annual Report on Form 20-F, we are not party to any pending legal proceedings whose resolution could have a material impact on our financial position. Please see the description of our tax proceedings, under the section titled “Income Taxes” under Item 5 of this Annual Report.

Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

(in millions, except share data and where otherwise stated)

***

Management’s Discussion and Analysis of Financial Condition and Results of Operations

As discussed elsewhere in this report, in addition to historical information, this Annual Report on Form 20-F contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are not historical facts but instead represent our beliefs regarding future events, many of which are, by their nature, inherently uncertain and outside our control. As a result, the forward-looking statements contained herein are subject to certain risks and uncertainties that could cause actual results to differ materially from those reflected in the forward-looking statements, and reported results should not be viewed as an indication of future performance. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, please see the sections entitled “Risk Factors.”

The forward-looking statements contained herein are identified by the use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “objectives”, “outlook”, “probably”, “project”, “will”, “seek”, “target” and similar terms and phrases. Such forward-looking statements include, but are not limited to, all of the statements set forth above under the heading “Forward-Looking Statements May Prove Inaccurate.”

We wish to ensure that all forward-looking statements are accompanied by meaningful cautionary statements, so as to ensure to the fullest extent possible the protections of the safe harbor established in the Private Securities Litigation Reform Act of 1995. Accordingly, all forward-looking statements are qualified in their entirety by reference to, and are accompanied by, the discussion of certain important factors that could cause actual results to differ materially from those projected in such forward-looking statements in this report, including the section entitled “Risk Factors” and this section. We caution the reader that this list of important factors may not be exhaustive. We operate in rapidly changing businesses, and new risk factors emerge from time to time. We cannot predict every risk factor, nor can we assess the impact, if any, of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those projected in any forward-looking statements.

Overview

     We are a leading global information technology, or IT, services company, headquartered in Bangalore, India. We provide a comprehensive range of IT services, software solutions and research and development services in the areas of hardware and software design to leading companies worldwide. We use our development centers located in India and around the world, quality processes and global resource pool to provide cost effective IT solutions and deliver time-to-market and time-to-development advantages to our clients. We also provide business process outsourcing, or BPO, services.

     Our IT Products segment is a leader in the Indian IT market and focuses primarily on meeting requirements for IT products of companies in India and the Middle East region.

     We also have a notable presence in the markets for consumer products and lighting and infrastructure engineering.

     Until March 31, 2008, our reportable segments, were Global IT Services and Products (comprising of IT Services and BPO Services segments), India and AsiaPac IT Services and 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 SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information. The Chairman of the Company evaluates the segments based on their revenue growth, operating income and return on capital employed.

     In April 2008, we re-organized our IT businesses by combining the Global IT Services and Products business and the India and AsiaPac IT Services and Products business and appointed joint Segment Chief Executive Officers for the combined IT businesses. Consequent to the reorganization, we identified IT Services and IT Products as the new operating and reportable segments within our IT business. There was no change in the reportable segments for our other businesses.

     Our revenue and net income for the years ended March 31, 2007, 2008 and 2009 are provided below.

		Wipro Limited and subsidiaries
		Years ended March 31,
		2009				2008				2007				Year on Year change
		(in millions except earnings per share data)												2009-08				2008-07
Revenue		Rs.	254,564			Rs.	197,428			Rs.	149,431				29	%			32	%
Cost of revenue			(178,176	)			(139,236	)			(102,468	)			28	%			36	%
Gross profit			76,388				58,192				46,963				31	%			24	%
Selling and marketing expenses			(17,762	)			(13,807	)			(9,173	)			29	%			51	%
General and administrative expenses			(14,696	)			(10,820	)			(7,639	)			36	%			42	%
Operating income			41,390				33,714				29,906				23	%			13	%
Net income			34,415				32,241				29,168				7	%(1)			11	%(1)
As a Percentage of Revenue:
Selling and marketing expenses			6.98	%			6.99	%			6.14	%		1		bps		(85		) bps
General and administrative expenses			5.77	%			5.48	%			5.11	%		(29		) bps		(37		) bps
Gross margins			30.01	%			29.48	%			31.43	%		53		bps		(195) bps
Operating Margin			16.26	%			17.08	%			20.01	%		(82		) bps		(293		) bps
Earnings per share
Basic			23.67				22.23				20.45
Diluted			23.63				22.16				20.20

 

(1)

Our adjusted non-GAAP net income for the year ended March 31, 2009, 2008, 2007 is Rs. 37,656, Rs. 32,322 and Rs. 29,168, respectively, a growth of 17% and 11% over the year ended March 31, 2008 and 2007, respectively. See discussion below.

     Our revenue and operating income by business segment expressed in terms of percentages are provided below for the years ended March 31, 2007, 2008 and 2009:

		Year ended March 31,
		2009				2008				2007
		(In Percentage)
Revenue:
IT Services and Products
IT Services			75				74				79
IT Products			13				13				11
Total			88				87				90
Consumer Care and Lighting			8				7				5
Others			4				6				5
			100				100				100
Operating Income:
IT Services and Products
IT Services			94				90				94
IT Products			3				3				2
Total			97				93				96
Consumer Care and Lighting			5				5				3
Others			(2	)			2				1
			100				100				100

     The following table provides our adjusted non-GAAP net income, excluding the impact of translating specific foreign currency borrowings and the impact of periodic fair value measurement of related cross-currency interest rate swaps, used in combination, to mitigate exchange fluctuations arising from translation of investments in foreign operations,

(which did not qualify as hedging of net investments, under GAAP), and certain stock-related fringe benefit tax expenses paid in India. This non GAAP net income is a measure defined by the SEC as a non-GAAP financial measure. This non-GAAP financial measure is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition to this non-GAAP measure, the financial statements prepared in accordance with GAAP and reconciliations of our GAAP financial statements to such non-GAAP measure should be carefully evaluated.

     A reconciliation of net income as reported and adjusted non-GAAP net income, excluding impact of currency translation on foreign currency loan, related cross-currency interest rate swaps and certain stock-related fringe benefit tax, is as follows:

						Year ended March 31,
		2009				2008				2007
Net income as per GAAP		Rs.	34,415			Rs.	32,241			Rs.	29,168
Adjustments:
Translation loss on a foreign currency loan and changes in fair value of cross-currency interest rate swap			3,044				—				—
Stock-related fringe benefit tax expense paid in India (1)			197				81				—
Adjusted Non-GAAP net income		Rs.	37,656			Rs.	32,322			Rs.	29,168

     The Company believes that the presentation of this non-GAAP adjusted net income, when shown in conjunction with the corresponding GAAP measures, provides useful information to investors and management regarding financial and business trends relating to its net income. The Company believes that foreign currency borrowing in combination with related cross-currency interest rate swap are in substance, economic hedges of net investment in foreign operations, though for GAAP reporting the impact of translation and fair value measurements are recorded in the income statement. In addition, certain stock-based fringe benefit tax expenses are fully reimbursed by our employees, but for GAAP reporting the reimbursement is recorded in stockholders’ equity. Therefore, we believe that making available an adjusted net income number that excludes the impact of these items from net income provides useful supplemental information to both management and investors about our financial and business trends.

     For our internal budgeting process, our management also uses financial statements that do not include the impact of periodic translation of such specific foreign currency borrowings and fair value re-measurement of related cross-currency interest rate swaps and certain stock-based fringe benefit tax expenses. The management of the Company also uses non-GAAP adjusted net income, in addition to the corresponding GAAP measures, in reviewing our financial results.

     A material limitation associated with the use of non-GAAP net income as compared to the GAAP measures of net income is that it does not include costs which are recurring in nature and may not be comparable with the calculation of net income for other companies in our industry. The Company compensates for these limitations by providing full disclosure of the effects of non-GAAP measures, by presenting the corresponding GAAP financial measures and by providing a reconciliation to the corresponding GAAP measure.

Analysis of years ended March 31, 2009 and 2008

	§		Our total revenues increased by 29%. This was driven primarily by a 31%, 36% and 32% increase in revenue from our IT Services, IT Products and Consumer Care and Lighting business segments respectively. This increased revenue was partially offset by a decline of 10% in revenue from our Others, including reconciling items segment.
	§		Our gross profit as percentage of our total revenue increased by 53 basis points (bps). This was primarily on account of an increase in gross profit as a percentage of revenue from our Consumer Care and Lighting business segment by 333 bps and increase in gross profit as a percentage of revenue from our IT Services segment by 29 bps. This increase was partially offset by a decline in gross profit as a percentage of revenue from our IT Products segment by 77 bps and a decline in gross profit as a percentage of revenue from our Others segment, including reconciling items, by 51 bps.
	§		Our selling and marketing expenses as a percentage of revenue has almost remained constant for the year ended March 31, 2009 and 2008, respectively. In absolute terms selling and marketing expenses have increased by 29%, primarily due to an increase in the IT Services segment.

	§		Our general and administrative expenses as a percentage of revenue has increased from 5.48% for the year ended March 31, 2008 to 5.77% for the year ended March 31, 2009. In absolute terms the general and administrative expenses have increased by 36%, primarily due to an increase in the IT Services segment.
	§		The increase of Rs. 872 in the amortization of intangible assets was primarily due to an increase in the amortization of intangibles of our IT Services segment by Rs. 620 and an increase in the amortization of intangibles of our Consumer Care and Lighting segment by Rs. 254. This increase is primarily attributable to the amortization of determinable life intangibles of Infocrossing and Unza which were acquired in fiscal 2008.
	§		As a result of the foregoing factors, our operating income increased by 23% from Rs. 33,714 for the year ended March 31, 2008 to Rs. 41,390 for the year ended March 31, 2009.
	§		Our Other income, net, decreased from Rs. 2,167 for the year ended March 31, 2008 to Rs. (1,816) for the year ended March 31, 2009. This decrease is primarily on account of an increase in foreign exchange loss attributable to restatement of debt denominated in foreign currency and change in the fair value of cross-currency interest rate swaps of Rs. 3,973. Excluding this impact, other income decreased from Rs. 2,167 for the year ended March 31, 2008 to Rs. 2,157 for the year ended March 31, 2009.
	§		Our income taxes increased by Rs. 1,549, from Rs. 3,873 for the year ended March 31, 2008 to Rs. 5,422 for the year ended March 31, 2009. Our effective tax rate increased from 10.7% for the year ended March 31, 2008 to 13.6% for the year ended March 31, 2009. This increase is primarily due to expiry of tax holiday period in respect of certain units and increase in the proportion of income subject to taxation in foreign jurisdictions. The translation loss on foreign currency loan and change in fair value of cross-currency interest rate swap is not deductable for tax purposes. Adjusted for the impact of translation loss on a foreign currency loan and changes in fair value of cross-currency interest rate swap and tax write-backs, our effective tax rate was 13.5% for the year ended March 31, 2009 as compared to 12.2% for the year ended March 31, 2008.
	§		Our equity in earnings of affiliates for the year ended March 31, 2008 and 2009 was Rs. 257 and Rs. 362 respectively. Equity in earnings of affiliates primarily relates to the equity in earnings of Wipro GE.
	§		As a result of the foregoing factors, our net income increased by Rs. 2,174 or 7%, from Rs. 32,241 for the year ended March 31, 2008 to Rs. 34,415 for the year ended March 31, 2009.

Analysis of years ended March 31, 2008 and 2007

	§		Our total revenues increased by 32%. This increase was driven primarily by an increase of 24%, 45% and 93% in revenues from our IT Services, IT Products and Consumer Care and Lighting business segments respectively.
	§		Our gross profit as a percentage of our total revenue declined by 195 bps. This was primarily on account of a decline in gross profit as a percentage of revenue from our IT Services segment by 226 bps. This was partially offset by an increase in gross profit as a percentage of revenue from our IT Products segment by 82 bps and an increase in gross profit as a percentage of revenue from our Consumer Care and Lighting segment by 548 bps.
	§		Our selling and marketing expenses as a percentage of revenue has increased from 6.14% for the year ended March 31, 2007 to 6.99% for the year ended March 31, 2008. In absolute terms selling and marketing expense have increased by 51%, primarily due to increase in the IT Services and Consumer Care and Lighting segments.
	§		Our general and administrative expenses as a percentage of revenue has increased from 5.11% for the year ended March 31, 2007 to 5.48% for the year ended March 31, 2008.In absolute terms general and administrative expenses have increased by 42%, primarily due to increase in the IT Services and Consumer Care and Lighting segments.
	§		As a result of the foregoing factors, our operating income increased by 13% from Rs. 29,906 for the year ended March 31, 2007 to Rs. 33,714 for the year ended March 31, 2008.
	§		Our other income, net, decreased from Rs. 2,628 for the year ended March 31, 2007 to Rs. 2,167 for the year ended March 31, 2008. The decrease is primarily on account of an increase in foreign exchange loss attributable to restatement of debt denominated in foreign currency of Rs. 457. Further, interest expense increased by Rs. 803 on account of the increase in average outstanding debt during the year ended March 31, 2008. This was partially offset by an increase in income from investments in liquid and short-term instruments by Rs. 222.

	§		Our income taxes increased by Rs. 150 from Rs. 3,723 for the year ended March 31, 2007 to Rs. 3,873 for the year ended March 31, 2008. Our effective tax rate decreased from 11.3% for the year ended March 31, 2007 to 10.7% for the year ended March 31, 2008. Adjusted for tax write-backs our effective tax rate declined from 13.5% for the year ended March 31, 2007 to 12.2% for the year ended March 31, 2008. This decline was primarily due to decrease in proportion of income subject to taxation in foreign jurisdictions.
	§		Our equity in earnings of affiliates for the year ended March 31, 2007 and 2008 was Rs. 318 and Rs. 257, respectively. Equity in earnings of affiliates of Rs. 318 for the year ended March 31, 2007 comprises equity in earnings of Wipro GE of Rs. 302, net gain on sale of a portion of the interest in WeP Peripherals of Rs. 40 and equity in loss of WM Net Serv of Rs. 24. Equity in earnings of affiliates of Rs. 257 for the year ended March 31, 2008 comprises equity in earnings of Wipro GE.
	§		As a result of the foregoing factors, our net income increased by Rs. 3,072 or 11% from Rs. 29,169 for the year ended March 31, 2007 to Rs. 32,241 for the year ended March 31, 2008.

Segment Analysis

IT Services

     We provide IT services to our customers located in various markets around the world. The range of IT services we provide includes IT consulting, custom application design, development, re-engineering and maintenance, systems integration, package implementation, technology infrastructure total outsourcing, testing services and research and development services in the areas of hardware and software design. We also provide business process outsourcing services, or BPO, services. Our services offerings within the business process outsourcing area include customer interaction services, finance and accounting services and business process improvement services for repetitive processes.

     Our IT Services segment accounted for 79%, 74% and 75% of our total revenue for the years ended March 31, 2007, 2008 and 2009, respectively. Our IT Services segment accounted for 94%, 90% and 94% of our total operating income for the years ended March 31, 2007, 2008 and 2009, respectively.

		Year ended March 31,												Year on Year change
		2009				2008				2007				2009-08				2008-07
						(in millions)
Revenue		Rs.	191,193			Rs.	146,260			Rs.	117,640				31	%			24	%
Gross profit			63,104				47,853				41,152				32	%			16	%
Selling and marketing expenses			(11,270	)			(9,013	)			(6,587	)			25	%			37	%
General and administrative expenses			(12,234	)			(8,312	)			(6,487	)			47	%			28	%
Amortization of intangibles			(1,061	)			(441	)			(244	)			141	%			81	%
Others, net			271				401				93			no				no
Operating income			38,810				30,488				27,927				27	%			9	%
As a Percentage of Revenue:
Selling and marketing expenses			5.89	%			6.16	%			5.60	%		27		bps		(56		) bps
General and administrative expenses			6.40	%			5.68	%			5.51	%		(72		) bps		(17		) bps
Gross margin			33.01	%			32.72	%			34.98	%		29		bps		(226		) bps
Operating margin			20.30	%			20.85	%			23.74	%		(55		) bps		(289		) bps

     In our segment reporting only, management has included the impact of exchange rate fluctuations in revenue. Excluding the impact of exchange rate fluctuations, revenue, as reported in our statements of income, is Rs. 117,819, Rs. 146,170 and Rs. 192,635 for the years ended March 31, 2007, 2008 and 2009, respectively.

Analysis of years ended March 31, 2009 and 2008

	•		Our revenue from IT Services segment grew by 31%. In USD terms our revenue grew by 19% from $3,647 to $4,323. Our average USD/INR realization increased from Rs. 40.1 for the year ended March 31, 2008 to Rs 44.2 for the year ended March 31, 2009.
			This growth of 19% was primarily due to a 30% increase in revenue from retail and transportation services, a 27% increase in revenues from financial services, a 26% increase in revenues from manufacturing and

healthcare services, a 9% increase in revenue from energy and utility services and a 6% increase in revenue from technology, media and telecom services. Our price realization increased by 3.8% and 3.2% on a year on year basis for our offshore and onsite services respectively. In our IT Services segment, we added 110 new clients during the year ended March 31, 2009. The total number of clients that individually accounted for over US $1 million run rate in revenue increased from 362 as of March 31, 2008 to 427 as of March 31, 2009.

	•		Our gross profit as a percentage of our revenue from our IT Services segment increased by 29 bps. The improvement in gross margin as percentage of revenue is primarily on account of improvement in utilization rates and better exchange rate realization. Our average utilization of billable employees improved from 67% for the year ended March 31, 2008 to 69% for the year ended March 31, 2009. These improvements were offset by the increase in personnel costs due to increased compensation based on promotions.
	•		Selling and marketing expenses as a percentage of revenue from our IT Services segment decreased marginally from 6.16% for the year ended March 31, 2008 to 5.89% for the year ended March 31, 2009. However in absolute terms, selling and marketing expenses have increased by 25%. This increase was primarily due to an increase in personnel costs, certain employees being classified as sales and marketing personnel during the year, an increase in compensation costs as part of our compensation review and grant of additional stock options.
	•		General and administrative expenses as a percentage of revenue from our IT Services segment has increased from 5.68% for the year ended March 31, 2008 to 6.40% for the year ended March 31, 2009. This increase was primarily due to an increase in personnel costs by Rs. 1,451 and an increase in the provision for doubtful debts by Rs 658. Personnel costs have increased from Rs. 3,509 for the year ended March 31, 2008 to Rs. 4,960 for the year ended March 31, 2009, which is attributable to the increase in the support staff consistent with the increase in volume and operations and increase in compensation cost as part of our compensation review, grant of additional stock options and acquisition of Infocrossing. The increase in the provision for doubtful debts was primarily due to additional reserve recorded upon a major customer opting for bankruptcy protection.
	•		Increase in amortization of intangibles is primarily attributable to amortization of customer-related intangible arising on acquisition of Infocrossing.
	•		As a result of the above, operating income from our IT Services segment increased by 27%.

Analysis of years ended March 31, 2008 and 2007

	§		Our revenue from the IT Services segment grew by 24%. In USD terms our revenue grew by 40% from $ 2,601 to $3,647. Our average USD/INR realization decreased from Rs. 45.2 for the year ended March 31, 2007 to Rs. 40.1 for the year ended March 31, 2008.
			This growth of 40% was primarily due to the acquisition of Infocrossing in September 2007, about 38% increase in revenues from retail and transportation business and about 50% increase in revenues from financial services and manufacturing & healthcare services. Integration of acquisitions during the year contributed to a 4% increase in the revenues. Our price realization increased by 1.2% and 2.6% on a year on year basis for our offshore and onsite services respectively. In our IT Services segment, we added 185 new clients during the year ended March 31, 2008. The total number of clients that individually accounted for over US $ 1 million run rate in revenue increased from 255 as of March 31, 2007 to 362 as of March 31, 2008.
	§		Our gross profit as a percentage of our revenue from our IT Services segment declined by 226 bps. The decline in gross margin as a percentage of revenue is primarily due to adverse impact of appreciation of the Indian rupee against the US dollar, an increase in compensation costs for offshore and onsite employees as a part of our compensation review and lower gross margins in Infocrossing. Based on average exchange rates in fiscal 2007 and 2008, the Indian rupee has appreciated by over 10.9% against the U.S. dollar in fiscal 2008. This is partially offset by improvement in the average utilization rates of billable employees from 64% for the year ended March 31, 2007 to 67% for the year ended March 31, 2008.
	§		Selling and marketing expenses as a percentage of revenue from our IT Services segment increased marginally from 5.60% for the year ended March 31, 2007 to 6.16% for the year ended March 31, 2008. However in absolute terms selling and marketing expenses increased by 37% during the same period. This increase was primarily due to an increase in personnel cost by Rs. 1,757 from Rs. 4,004 for the year ended March 31, 2007 to Rs. 5,761 for the year ended March 31, 2008. This is attributable to the increase in number of sales and marketing personnel from 340 as of March 31, 2007 to 425 as of March 31, 2008 and an increase in compensation costs as a part of our compensation review.

	§		General and administrative expenses as a percentage of revenue from our IT Services segment has increased marginally from 5.51% for the year ended March 31, 2007 to 5.68% for the year ended March 31, 2008. This increase was primarily due to an increase in personnel cost by Rs. 862. Personnel cost increased from Rs. 2,647 for the year ended March 31, 2007 to Rs. 3,509 for the year ended March 31, 2008, which is attributable to the increase in our support staff consistent with the increase in volume and operations, increase in compensation cost as a part of our compensation review, grants of additional stock options and acquisition of Infocrossing.
	§		Increase in amortization of intangibles is primarily attributable to amortization of customer-related intangible arising on acquisition of Infocrossing.
	§		Others, net for the year ended March 31, 2008, include Rs. 269 of insurance recoveries relating to certain costs incurred by the Company.
	§		As a result of the above, operating income from our IT Services segment increased by 9%.

IT Products

     We leverage our strong distribution channel to sell a range of Wipro personal desktop computers, Wipro servers and Wipro notebooks. We are also a value added reseller of desktops, servers, notebooks, storage products, networking solution and packaged software. Our IT Products segment accounted for 11%, 13% and 13% of our total revenue for the years ended March 31, 2007, 2008 and 2009, respectively. Our IT Products segment accounted for 2%, 3% and 3% of our operating income for the years ended March 31, 2007, 2008 and 2009, respectively.

		Year ended March 31,												Year on Year change
		2009				2008				2007				2009-08				2008-07
						(in millions)
Revenue		Rs.	33,424			Rs.	24,619			Rs.	16,965				36	%			45	%
Gross profit			3,249				2,583				1,640				26	%			58	%
Selling and marketing expenses			(1,335	)			(852	)			(581	)			57	%			47	%
General and administrative expenses			(717	)			(894	)			(436	)			(20	)%			105	%
Amortization of intangibles			(23	)			(30	)			(13	)			(23	)%			131	%
Others, net			44				62				29			No				no
Operating income			1,218				869				639				40	%			36	%
As a Percentage of Revenue:
Selling and marketing expenses			3.99	%			3.46	%			3.42	%		(53		) bps		(4		) bps
General and administrative expenses			2.15	%			3.63	%			2.57	%		148		bps		(106		) bps
Gross margin			9.72	%			10.49	%			9.67	%		(77		) bps		82		bps
Operating margin			3.64	%			3.53	%			3.77	%		11		bps		(24		) bps