About The Company

Wipro was founded in the year of 1945, in preindependent India. Starting off with consumer products business, Wipro then diversified into newer areas including IT hardware and IT services. Such has been the dynamic power of the organization that over the past 50 years, Wipro has evolved into a leading global IT company, a company which has pioneered many an innovation in the IT services, BPO and R&D services space. Headquarter at Bangalore, India. Wipro implemented the philosophy of 'Applying Thought', thereby helping clients to "Do Business Better".

Graphical Representation of the progress of Wipro in the following years

Business Units 1) Wipro Consumer Care & Lighting Customer-based innovation 2) Wipro Infrastructure Engineering Building Precision 3) Wipro GE Healthcare Private Limited Advanced Healthcare Products 1) Wipro Systems and technology 2) Infrastructure technology and solutions Services 1) Analytics and Information Management 2) Business Application Services 3) Mobility 4) Business Process Outsourcing 5) Cloud Services 6) Consulting Services 7) Eco Energy 8) Product Engineering Services 9) Infrastructure Management Services Management Team Chairman - Azim H. Premji CEO, IT Business & Executive Director - T K Kurien Executive Director & Chief Finance Officer - Suresh C Senapaty Other Independent Directors are Ashok S. Ganguly, B. C. Prabhakar , Dr. Henning Kagermann , Jagdish N. Sheth , M. K. Sharma , Narayanan Vaghul , Priya Mohan Sinha , Shyam Saran , Vyomesh Joshi , William Arthur Owens Achievements 1) Wipro Technologies and British Telecom win 'Offshoring Project of the Year' award at National Outsourcing Association Awards 2012. 2) Wipro ranked No 2 in the Global 500 listing of Newsweek's Green Company Rankings 2012. 3) Wipro is the highest ranked gadget maker in Greenpeace's latest green guide to electronics 2012. 4) Wipro rated as a Leader in Business Technology Transformation by Independent Research Firm. 5) High Performance Brand Award from All India Management Association. 6) Named as one of the most ethical companies by Ethisphere Institute 2012.

Findings from Directors Report

Outlook According to Nasscom Strategic Review 2012, Global technology spend is expected to grow by 5% in 2012. Worldwide IT Services spending is expected to grow 4.3% in 2012 and 4.7% in 2013. The growth is fuelled both by use of IT to reduce cost structures as well as increased adoption of cloud, mobility, analytics and social media. India accounts for less than 5% of the global technology spending and this provides a strong headroom for growth of the IT-BPO sector in India. Worldwide IT spending is forecast to total $3.7 trillion in 2012, a 2.5 percent increase from 2011, according to the latest outlook by Gartner, Inc. Consolidated Results Sales for the current year grew by 21% to ` 384,563 million and our Profit for the year was 56,045 million, recording an increase of 6% over the previous year. Dividend Directors recommended a final Dividend of 200% (` 4/- per equity share of ` 2/- each) to be appropriated from the profits of the year 2011-12, subject to the approval of the shareholders at the ensuing Annual General Meeting. During the year 2011-12, unclaimed dividend of ` 5,731,075/- was transferred to the Investor Education and Protection Fund. Interim Dividend Pursuant to the approval of Board of Directors on January 20, 2012, company had distributed an interim dividend of 2/- per share, of face value of ` 2/- each, to shareholders, who were on the Register of Members of the company as at closing hours of January 25, 2012. Investments in direct subsidiaries During the year under review, Company had invested an aggregate amount of USD 101 Mn as equity in its direct subsidiaries i.e. Wipro Cyprus Private Limited, Wipro Inc, Wipro Holdings Mauritius Limited and Wipro Infrastructure Engineering Machinery (Changzhou) Co., Ltd. Foreign Exchange Earnings and Outgoings During the year, company has earned foreign exchange of ` 234,413 million and the outgoings in foreign exchange were ` 99,782 million, including outgoings on materials imported and dividend. Cost Audit Report The Cost Audit report for the year ended March 31, 2011 was due on September 30, 2011 and was filed on September 24, 2011. Fixed Deposits

Company has not accepted any fixed deposits. Hence, there is no outstanding amount as on the Balance Sheet date. Green Initiatives in Corporate Governance Ministry of Corporate affairs have permitted companies to send electronic copies of Annual Report, notices, quarterly results intimation about dividend etc., to the e-mail IDs of shareholders. Company is accordingly arranging to send soft copies of these documents to the email IDs of shareholders available with us or with our depositories. Wipros R&D Activities: 201112 Strengthening the portfolio of Applied Research, Centers of Excellence (CoE), Customer Coinnovation, Cloud, Mobility, Analytics, Solution Accelerators, and Software Engineering Tools & Methodologies, have been the focus of Wipros Research and Development (R & D) activities. Expenditure on R & D During the year, under review, Company incurred an expenditure of ` 1,904 million includes capital expenditure in continued development of R & D activities.

Management Discussion and Analysis

Economic Overview In current economic scenario, businesses are focused on investing in newer areas for growth and driving productivity and enhancing sustainability. In the emerging markets, Wipros Consumer Care business is well positioned to ride on the rising consumer demand, while their manufacturing presence in low cost countries will help Infrastructure engineering business of Wipro to address the global demand for profitability. Wipro is well positioned to address the $ 758 billion market of IT Services and BPO. In addition, Wipro's unique capability in Engineering services helps to address the $ 1.15 trillion global spend in that area. Performance

Revenue from IT Services increased by 21.1%. In US dollar terms revenue increased by 13.4% from US$ 5,221 million to US$ 5,921 million. This increase is primarily on account of increase in volume by 11.5% and increase in onsite-offshore mix by 1.3%. Gross profit to revenue percentage declined by 209 bps during the year. This decline in gross margin is primarily on account of lower employee utilization rates and an increase in personnel compensation cost during the year. Further, integration of SAIC acquisition from June 2011 has contributed to a decline in gross margin by 50 bps. During the current year, company realised 53.8% of revenue from work done in locations outside India (Onsite) and remaining 46.2% of revenue was realised from the work performed from development centres in India (Offshore). Revenue contribution from Fixed Price Projects (FPP) is 45.7% for the year. In FPP, company undertakes to complete project within agreed timeline at a fixed price for a given scope of work. The economic gains or losses realized from completing the project earlier or later than initially projected timelines or at lower or higher efforts accrues to company. Consumer Care and Lighting revenue increased by 22.5%. This increase is attributable to an increase of approximately 24.1% in revenue from consumer products including Yardley products sold in Indian markets and an increase of approximately 20% in revenue from personal care products sold in southeast Asian markets. The growth in revenues in Indian markets is primarily due to an increase in revenue from toilet soap products, domestic lighting and institutional business. Companys gross profit as a percentage of our revenues from the Consumer Care and Lighting segment decreased by 117 bps. The increase in major input costs has primarily contributed to reduction in gross margin.

Contractual obligations The table of future payments due under known contractual commitments as of March 31, 2012, aggregated by type of contractual obligation, is given below:

Analysis on Auditors Report

According to the CA Natrajh Ramakrishna there is adequate internal control system with the size of the Company and the nature of its business with regard to purchase of inventories and fixed assets and with regard to sale of goods and services. Also it was observed by him that Wipro does not have any major weakness in the internal control system during the course of the audit. All the information and explanations, which to the best of their knowledge and belief were necessary for the purposes of audit.Proper books of account as required by law have been kept by the Company.

The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account also comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act On the basis of written representations received from the directors as on March 31, 2012 and taken on record by the Board of Directors, it was reported that none of the directors are disqualified as of March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act

In their opinion the said accounts give the information required by the Act, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: o In the case of the statement of profit and loss, of the profit of the Company for the year ended on that date; and o In the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

COMPARATIVE BALANCE SHEET

Liabilities Shareholders funds Share capital Reserves and surplus

2012

2011

Change

% change

Assets Non-Current Assets Fixed Assets Non-Current Investments Deferred tax assets Long term Loans and advances Other non-current assets

2012

2011

change

% change

4917 2,38,608

4908 2,08,294

9 30314

0.18 14.55

49510 62943 326 9404 9194

46334 60184 108 9,627 7823

3176 2759 218 -223 1371

6.85 4.58 201.85 -2.32 17.53

Total shareholders funds Non Current Liabilities Long Term Borrowings Deferred tax liabilities Others Long Term Provisions Total Non Current Liabilities Current liabilities and provisions Short Term Borrowings Trade payables Other Current liabilities Provisions Net current liabilities Total liabilities

2,43,525

2,13,202

30323

14.22

Total Non-Current Assets Current Assets

131377

124076

7301

5.88

22022

19354

2668

13.79

Current Investments Inventories

40409

47950

-7541

-15.73

58

58

7851

7249

602

8.30

355 2593

2659 2737

-2304 -144

-86.65 -5.26

Trade Receivables Cash & Bank Balances Short Term Loans & Advances Other Current Assets

79670 62328

57813 52033

21857 10295

37.81 19.79

25028

24750

278

1.12

33211

24835

8376

33.73

31,113

27,242

3871

14.21

30,410

27,754

2656

9.57

Total Current Assets

2,54,582

2,17,122

37460

17.25

38,922 20,507

36,099 12,454

2823 8053

7.82 64.66

27,567 1,17,406

26,939 1,03,246

628 14160

2.33 13.71

3,85,959

3,41,198

44761

13.12

Total assets

3,85,959

3,41,198

44761

13.12

ANALYSIS OF BALANCE SHEET

Equity share capital has increased 0.18% on accounts of equity shares issued pursuant to ESOP. A total of 4347083 shares were issued. There has been 14.5% increase in reserves and surplus which indicates that not all of the Net Profit has been distributed among shareholders. The percentage increase shows high financial stability. But increase in surplus because of profit has decreased by 3.27% as compared to previous year. Long term borrowings have increased mainly due to ECBs. These ECBs worth 35 billion yen are repayable in full in April 2013 which might put some strain on financial position of the company. Other current liabilities have shown an increase of 64% which is mainly due to an increase in derivatives liabilities. A detailed analysis shows that the company is now focussing on short term derivatives liabilities rather than long term derivative liabilities which have decreased by 88.1%. The company has also kept deferred tax liabilities at Rs.58 millions which may be due to tax expectation on receivables. The company has decreased its investments in mutual funds as well as debentures and this has increased the amount of cash. The money saved from MF & other instruments has been utilized in Inter Corporate Deposits which offers higher rate of returns. Trade receivables have shown a 37% increase which is not a good sign though all these receivables are unsecured and considered good by the company. But this is offset by the fact that this increase is less than increase in payables. The quantum of overdue debtors beyond 90 days has come down from 14,834 million (24% of the total receivables) in year ended March 31, 2011 to 12,702 million (16% of the total receivables) which is a good sign. Receivable days for IT Products have decreased to 131 from 155 while for IT services they have remained constant. Long term liabilities have just increased by 1.12% while fixed assets and current assets have increased by 5.88% and 17.25% respectively. This means that long term sources of funds are not being used for short term assets. Short term assets have primarily increased due to increase in ICDs. There has been a 24% rise in unbilled revenues under the other non-current assets table. Unbilled revenue is work completed for which a bill has not been issued to clients. This means that the company is taking a more aggressive approach. A dividend of 200% has been decided for which Rs.9835 million have been deducted from surplus. Further, an interim dividend of 100% amounting to Rs. 4917 million was paid to the shareholders in February 2012.

COMPARATIVE PROFIT & LOSS STATEMENT

2012 (1)Income Income from operations Less: Excise Duty Other income Total (2)Expenditure Cost of Materials consumed Purchases of stock in trade Change in inventories of finished goods, WIP and stock in Trade Employee Benefits Finance Costs Depreciation expense Amortization expense Other Expenses Total Expenses Profit Before Tax Tax Expense Current Tax Deferred Tax Total Tax Expense Net profit 12,495 -160 12,335 46,851 14,475 32,086 449

2011 Change %Change

3,18,034 2,64,012 1,205 12274 1007 6807

54,022 198 5,467 59,291

20.46 19.66 80.31 21.97

3,29,103 2,69,812

10,857 26,972 -316

3,618 5,114 765

33.32 18.96 -242.09

133115 1,09,374 6,057 7,395 66 76,274 1,360 5,934 67 58,509

23,741 4,697 1,461 -1 17,765 57,160 2,131

21.71 345.37 24.62 -1.49 30.36 26.87 3.73

2,69,917 2,12,757 59,186 57,055

8,378 240 8,618 48,437

4,117 -400 3,717 -1,586

49.14 -166.67 43.13 -3.27

ANALYSIS OF P&L ACCOUNT

The comparative profit and loss account given above shows that sales from software services have risen by 19.6% of which IT enabled services have almost remained constant while software services have increased by 20.9%.Sales from products have increased by 23% with lighting division showing an increase of an impressive 145%. There has been a 60% rise in income from interest on debt instruments. This is worth noting as the returns from debt instruments have gone up due to interest rate hikes. Though the sales of systems has increased by only 6%, the cost of peripherals/components for computers has increased by 61.5% which means that most of these were used internally which might be due to revamping of existing systems or for new employees which are 13535 in number. The overall cost of materials increased by 33% which is high considering there is 20.4% increase in revenue. Employee benefits have shown a decent rise of 21.7% with salaries and wages being the main contributor with 23% rise. Share based compensation though has shown a decrease of 32.9%. Finance costs have shown a high increase of 345% mainly due to exchange fluctuations on foreign currency borrowings. There has been 49.14% rise in current tax payable which means that there is an increase in taxable income. This increase is primarily due to the expiration of the tax holiday period for STPs, which resulted in a substantial portion of our pre-tax income becoming subject to taxation. The revenue from operations has increased by 20.46% but PBT has increased by just 3.73%. This is due to a 26% increase in expenses, major contributors to which in terms of amount are Employee benefits which have shown an increase of Rs.23741 million while other expenses which include subcontracting, repairs, advertisement etc. have shown an increase by Rs.17765 million. The company has increased its advertising expenditure by 30% which means it is going aggressive in adverse economic scenario.General and administrative expenses increased by 10.6%, primarily due to increased expenses in the IT Services segment and Consumer Care and Lighting segment. Finance expenses increased from 1,933 million to 3,491 million for the year ended March 31, 2012. This increase is primarily due to increase of 1,277 million in exchange loss on foreign currency borrowings and related derivative instruments. Finance and other income, increased from 6,652 million for the year ended March 31, 2011 to 8,895 million for the year ended March 31, 2012. Interest and dividend income increased by 2,248 million during the year ended March 31, 2012. The other expenses included purchase of fixed assets of Rs. 12,977 million as a part of growth strategy and also investment of Rs.1,904 million in R&D During the year the company earned a foreign exchange of 234,413 million and the outgoings in foreign exchange were 99,782 million, including outgoings on materials imported and dividend.

VERTICAL WISE ANALYSIS: Liabilities:

Total liabilities for the year 2011-12 was of Rs. 385,959 million.
Shareholder funds Non-current liabilities Current liabilities

117,406 243,525 25,028

It can be seen that major contribution of liabilities is from shareholders funds which is 63% of the total.

The detailed contribution for each component is given in the chart below:

2012 (in Rs.million) Shareholders funds Share capital Reserves and surplus 4,917 238,608 243,525

2011

2012 (in %)

2011

4,908 208,294 213202

1.27 61.82 63.10

1.44 61.05 62.49 0.00

Non-current liabilities Long term borrowings Other long term liabilities Long term Provisions 22,022 355 2,593 25,028 Current Liabilities Short term borrowings Trade payables Other current liabilities Short term provisions 30,410 38,922 20,507 27,567 117,406 TOTAL EQUITY AND LIABILITIES 385,959 27,754 36,099 12,454 26,939 103246 341,198 7.88 10.08 5.31 7.14 30.42 100.00 19,354 2,659 2,737 24750 5.71 0.09 0.67 6.48

0.00 5.67 0.78 0.80 7.25 0.00 8.13 10.58 3.65 7.90 30.26 100.00

ASSETS:

Total assets for the year 2011-12 was of Rs. 385,959million.

131,377 254,582 non-current assets current assets

Current assets formed the major contributor with a percentage of 65.96%. The details about the contribution of each component is given in the below table:

2012

2011

2012 (in %)

2011

(in Rs.million) Non-current assets Fixed assets Tangible assets Intangible assets and goodwill Capital work-in-progress Non-current investments Deferred tax assets Long term loans and advances Other non-current assets 49,510 41,961 4,537 3,012 62,943 326 9,404 9,194 131,377 Current assets Current investments Inventories Trade receivables Cash and bank balances Short term loans and advances Other current assets 40,409 7,851 79,670 62,328 33,211 31,113 254,582 TOTAL ASSETS 385,959 47,950 7,249 57,813 52,033 24,835 27,242 217122 341,198 46,334 41,045 1,325 3,964 60,184 108 9,627 7,823 124076

12.83 10.87 1.18 0.78 16.31 0.08 2.44 2.38 34.04

13.58 12.03 0.39 1.16 17.64 0.03 2.82 2.29 36.36 0.00

10.47 2.03 20.64 16.15 8.60 8.06 65.96 100.00

14.05 2.12 16.94 15.25 7.28 7.98 63.64 100.00

Profit and loss:

2012 (in Rs.million) Revenue Revenue from operations Less: Excise duty Revenue from operations (net) Other Income Total Revenue EXPENSES Cost of materials consumed Purchases of stock-in-trade Changes in inventories of finished goods, work in progress and stock-in-trade Employee benefits expense Finance Costs Depreciation expense Amortisation expense Other expenses Total Expenses Profit before tax Tax expense Current tax Deferred tax Net Profit Earnings per equity share Basic Diluted 12,495 -160 12,335 46,851 19.13 19.09 8,378 240 8,618 48,437 19.88 19.78 3.80 -0.05 3.75 14.24 0.01 0.01 3.11 0.09 3.19 17.95 0.01 0.01 14,475 32,086 449 10,857 26,972 -316 4.40 9.75 0.14 40.45 1.84 2.25 0.02 23.18 82.02 17.98 4.02 10.00 -0.12 40.54 0.50 2.20 0.02 21.69 78.85 21.15 318,034 264,012 1,205 1,007 96.64 0.37 96.27 3.73 100.00 97.85 0.37 97.48 2.52 100.00 2011 2012 (in %) 2011

316,829 263,005 12,274 6,807

329,103 269,812

133,115 109,374 6,057 7,395 66 76,274 1,360 5,934 67 58,509

269,917 212,757 59,186 57,055

From the table it can be observed that the net profit at the end of financial year 201112was 3.75% of the net sales.

Ratio analysis
PROFITABILITY RATIO

Gross profit ratioNet revenue- 316829 COGS cost of material consumed + changes in inventories + employee benefit expense + finance cost + other expenses =14475+449+133115+6057+76274 = 230370 Gross profit ratio= 17.18 There is a change of 12.46% in the gross profit ratio from last year. By increasing the sales price of the product the ratio can be increased, same while quantity produced have no effect on the improvement of gross profit. It may be due to decrease in the selling price of goods, without corresponding decrease in the cost of goods sold Or Increase in the cost of goods sold without any increase in selling price.

Return on assets
(PAT*100)/ total assets =(46851*100)/385959 =12.13 It signifies the utilisation of all assets to generate revenue and profit. Here the return on assets is very less. It signifies that an unhealthy conditions as profit generation would be affected by this less return on assets. Company might have to restructure the assets or increase the profit. Return on shareholders fund (PAT * 100)/share holder fund =(46851*100)/ 243525 =19.23 This ratio has a great importance to both share holders and the management of the company. It signifies the profitability from the share holders point of view. Shareholders decision is based on this ratio. As it has decreased from last year, it signifies that from shareholders Point Of View Company is not profitable and investors would not like to invest in the company.

Solvency ratios
Long term debt/ equity ratio 22022/243525 = 0.09 high debt/equity ratio generally means that a company has been aggressive in financing its growth with debt. It suggests a clear picture over long term debt of a company,

Interest coverage ratio

59985/799 =75.07 It is the ability of a company to pay interest out of profit. Here there is a decrease of the ratio from 99 of last year. It suggests that there is a degradation in companys interest ratio and it will face problems in payment of interest.

Liquidity ratios Current ratio

total current asset/ total current liability = 254582/117406= 2.16 The current ratio of the company in the year 2011-12 is 2.16 which suggests that out of every Re 1 of current liabilities the company has 2.16 in current assets to repay. This means that company is rolling over outsiders money to meet its short term as well as a part of its long term requirements.

Quick ratio
liquid assets / liquid liabilities = 2.48 The quick ratio of the company in the year 2011-12 is 2.48 which suggests that out of every Re 1 of liquid liabilities the company has 2.48 in liquid assets to repay. This means that company is company has much liquid assets ih hand to pay back.

debtor turnover ratio

net credit sales/ avg. receivables = 4.1 =329103/79670 It indicates that debtors are turned times over a year. There is a decrease in debtor turnover ratio. It means that there is less liquid debtors. The management is inefficient in taking corrective actions as compared to last year.

Average collection period

360/4 = 90 The average collection period for the company in 2011-12 was 90 days. It meant that if company is selling good and services now then customer will pay the amount after 90 days i.e. 3 months.

inventory turnover ratio

230370/((3917+3468)/2) =62 In financial year 2011-12, the inventory turnover ratio is increased from previous year. high inventory turnover ratio can indicate better liquidity, but it can also indicate a shortage or inadequate inventory levels, which may lead to a loss in business. It is unhealthy because they represent an investment with a rate of return of zero. It also opens the company up to trouble if the prices begin to fall.

CASH FLOW ANALYSIS

Cash flows are reported using the indirect method. The profit after tax for the year 201112 was Rs. 46,851 million whereas the cash with the company after adding the previous years cash was Rs. 62,328. The following table denotes the cash flow from the three types of activities:

Cash flow from/year Profit before tax Operating activities Investing activities Financing activities Net cash at end of year

2012 59,186 29,979 (3,398) (17,238) 62,328

2011 57,055 37,112 (14,740) (27,333) 52,033

Operating activities: The cash flow from operating activities is positive i.e. an inflow of money, it indicates an healthy sign for the company since it means that the company has received more money than it has spent. It can be said that the companys performance remained constant since the last two years as the trade payables were almost the same i.e. 38,922 in 2011-12 and 36,099 in 2010-11. The reason for a lower value of the net cash from the operating activies as compared to 2010-11 was due to the amount to be received from the sundry debtors which was as high as Rs.22, 471 millions , whereas in 2010-11 it was just Rs.14,675 million . But from these sundry debtors, only Rs.2373 million are considered doubtful which means that once the others are received, the net cash would increase considerably.

Investing activities: There is a net outflow of Rs.3398 million due to the investing activities which again is a positive sign because it shows that the company is investing in order to grow. The total investment that the company did in the financial year 2011-12 was of Rs.362640 million which included investment in fixed assets, in the money market and in subsidiaries. It received a total of Rs.359242 million from interests on its investments, sale of some fixed assets and due to maturity on some investments. But as compared to the previous year (2011), it invested less.

Financing activities: The figure of Rs. 17,238 in brackets indicates an outflow of cash which means that the company paid back more than the money it has raised. It can be seen that the company raised an almost equal amount of money as it repaid which means that the company generally goes for short term loans. The company raised Rs. 30,410 million as short-term borrowings from banks which is almost 50% of the amount raised. Also, the major component of the outflow of cash is the dividend that was paid. The difference between the cash flow amounts for the two financial years of 2011-12 and 2010-11 is due to the amount of repayment of borrowings done. In 2011-12, it repaid borrowings worth Rs. 68,671 whereas in 2010-11, it was worth Rs. 82,522.

It can be seen that the company is using it cash from operating activities to fulfill its investment and financing needs of providing the dividends due to its strong cash flow pattern from operations. The company is a steady state company wherein the net cash flow for the year 201112 was positive and was worth Rs.9,343. The company cannot be called as Cash cow as it has been seen that the company has raised the same amount of funds as it has repaid. It means that there is still some dependency of outer sources. Also, there has no buy-back of shares been observed.