UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of February 2025

Commission File Number 001-16139

 

 

Wipro Limited

(Exact name of Registrant as specified in its charter)

 

 

Not Applicable

(Translation of Registrant’s name into English)

Karnataka, India

(Jurisdiction of incorporation or organization)

Doddakannelli

Sarjapur Road

Bangalore, Karnataka 560035, India +91-80-2844-0011

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F  ☒    Form 40-F 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐    No  ☒

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐    No  ☒

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 


DISCLOSURE OF OUTCOME OF BOARD MEETING

Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), hereby furnishes the Commission with the following information relating to the outcome of the meeting of the Board of Directors of the Company (the “Board”) held on February 26, 2025. The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

On February 26, 2025, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange (together, the “Exchanges”) that the Board approved the re-appointment of Mr. Deepak M. Satwalekar as an Independent Director of the Company for a second term of 5 years with effect from July 01, 2025 to June 30, 2030, subject to approval of the shareholders of the Company. A copy of such letter to the Exchanges is attached hereto as Item 99.1.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.

 

WIPRO LIMITED
/s/ M. Sanaulla Khan
M. Sanaulla Khan
Senior Vice President and Company Secretary

Dated: February 27, 2025


INDEX TO EXHIBITS

 

Item     
99.1    Letter to the Exchanges dated February 26, 2025.

Exhibit 99.1

 

LOGO

February 26, 2025

The Manager - Listing

National Stock Exchange of India Limited

(NSE: WIPRO)

The Manager - Listing

BSE Limited

(BSE: 507685)

The Market Operations

NYSE, New York

(NYSE: WIT)

Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The disclosure pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Clause 204.10 of the NYSE Listed Company Manual, is enclosed.

Thanking You,

For Wipro Limited

 

LOGO

M Sanaulla Khan

Company Secretary

ENCL: As Above

 

 

 

 

 

 

LOGO


Details required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

 

Sl. No.

  

Particulars

  

Details

1.

  

Reason for change viz. appointment, reappointment, resignation, removal, death or otherwise

  

Re-appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director of the Company, for a second term of 5 years with effect from July 01, 2025, to June 30, 2030, subject to approval of Members of the Company.

2.

  

Date of appointment / re-appointment / cessation (as applicable) & term of appointment / re-appointment

  

The Board of Directors on February 26, 2025 approved the re-appointment of Mr. Deepak M. Satwalekar (DIN: 00009627) as an Independent Director of the Company, for a second term of 5 years with effect from July 01, 2025, to June 30, 2030, subject to approval of Members of the Company.

3.  

  

Brief profile (in case of appointment)

  

Refer Annexure 1

4.

  

Disclosure of relationships between directors (in case of appointment of a director)

  

Not Applicable

5.

  

Information as required under BSE

circular no. LIST/COMP/14/2018-19

and NSE circular no.

NSE/CML/2018/24, dated June 20, 2018

  

 

Mr. Deepak M. Satwalekar is not debarred from holding the office of director by any SEBI order or any other such authority.

 


Annexure 1

Brief profile of Mr. Deepak M. Satwalekar:

 

LOGO

 

 

Deepak M. Satwalekar became a director of the Company in July 2020. Mr. Satwalekar is the Chairman of our Audit, Risk and Compliance Committee, Administrative and Shareholders/Investors Grievance Committee and a member of our Nomination and Remuneration Committee. Mr. Satwalekar is also the lead independent director of the Company.

 
 

Mr. Deepak M. Satwalekar was the Managing Director of HDFC Ltd., India’s first and largest specialized provider of housing finance. He then became Managing Director and

CEO of HDFC Standard Life Insurance Co. Ltd. (2000-2008), the first private-sector life insurance company registered in India after 1956.

Mr. Satwalekar has also been a consultant to the World Bank, the Asian Development Bank, the United States Agency for International Development (USAID), and the United Nations Human Settlements Programme (HABITAT). He served on the India Advisory Board of a large European bank and is active on advisory boards of several non-profit organizations supporting primary education for the low-income and underprivileged communities in rural and urban India.

Mr. Satwalekar has chaired the RBI Committee on corporate governance in public sector banks and was a member of several industry and government/regulatory authority committees, including the Insurance Regulatory and Development Authority of India (“IRDAI”) and Pension Fund Regulatory & Development Authority (“PFRDA”). He received the Distinguished Alumnus Award from IIT, Bombay. He also served as the Chairman of the Board of Governors of the Indian Institute of Management, Indore.

Mr. Satwalekar is the Chairman of Home First Finance Company India Limited and is on the Board of Germinait Solutions Private Limited. He served as an Independent Director on the board of Asian Paints Limited from April 1, 2019 and served as the Chairman from June 29, 2021 to September 30, 2023.

Mr. Satwalekar brings over four decades of experience in areas such as finance, banking, sales and marketing, risk management, operations and cybersecurity, among others.

Mr. Satwalekar holds a Bachelor’s Degree of Technology in Mechanical Engineering from Indian Institute of Technology, Bombay and Masters in Business Administration from The American University, Washington D.C., USA.


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