MIRA INFORM REPORT

Report Date :

07.03.2008

IDENTIFICATION DETAILS

Name :	WIPRO INFOTECH (DIVISION OF WIPRO LIMITED)

Registered Office :	Doddakannelli, Sarjapur Road, Bangalore – 560035, Karnataka

Country :	India

Financials (as on) :	31.03.2007

Date of Incorporation :	10.07.1996

Com. Reg. No.:	08-20800

CIN No.: [Company Identification No.]	L99999KA1996PLC020800

TAN No.: [Tax Deduction & Collection Account No.]	BLRW00415C

Legal Form :	Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.

Line of Business :	Software exports, software & services, consumer care, lighting and healthcare. Providing services of IT and IS consulting for E-business transformation, electronic commerce, web enabling, data warehousing and customer relation's management.

RATING & COMMENTS

MIRA’s Rating :

RATING		STATUS	PROPOSED CREDIT LINE
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large

Maximum Credit Limit :	USD 370000000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a well-established and reputed company having excellent track. Available information indicates high financial responsibility of the company. Financial position is good. Payments are always correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions

LOCATIONS

Registered/Corporate Office :	Doddakannelli, Sarjapur Road, Bangalore - 560 035, India
Tel. No.:	91-80-28440011
Fax No.:	91-80-28440054
E-Mail :	renee.jhala@corp.wipro.co.in info@wiproindia.com
Website :	http://www.wiprocorfiorate.com http://www.wipro.com http://www.wipro.co.in

Software Technology Parks:	· Bangalore, Karnataka · Chennai, Tamilnadu · Secunderabad, Andhra Pradesh · Pune, Maharashtra · Gurgaon, Haryana · Hyderabad, Andhra Pradesh · Mumbai, Maharashtra

Factory :	> Sigma Infotech Park, Whitefield, Bangalore, Karnataka, India > S B Towers, 88, M G Road, Bangalore - 560 001, Karnataka, India > 608-610, Carlton Towers, No. 1 Airport Road, Bangalore - 560 001, Karnataka, India > Information Technology Park, Whitefield, Bangalore - 560 066, Karnataka, India > 271-27 1 A, Sri Ganesh Complex, Hosur Main Road, Bangalore - 560 068, Karnataka, India > 26, Sri Chamundi Complex, Madivala II, Bommanahalli, Hosur Main Road, Bangalore - 560 068, Karnataka, India > No. l, 2, 3, 4 and 54/1, Survey No. 201/C, Madivala III, Bangalore - 560 068, Karnataka, India > No. l, 2, 3, 4 and 54/1, Survey No. 201/C, Madivala III (Research & Development), Bangalore - 560 068, Karnataka, India > No. 1 , 2, 3, 4 and 54/3, Survey No.- 201/C, Madivala IV, Bangalore – 560 068, Karnataka, India > 3rd Floor, Ahmed Plaza, No.38/l&2, Bertenna Agrahara, Hosur Main Road, Bangalore - 560 068, Karnataka, India > Subramanya Arcade, Bannergatta Main Road, Bangalore, Karnataka, India > K-3 1 2, Koramangala Industrial Layout, Bangalore - 560 095, Karnataka, India > V Block, Koramangala, Bangalore - 560 095, Karnataka, India > Electronics City 1 - No. 72, Keonics Electronic City, Hosur Road, Bangalore - 561 229, Karnataka, India > Electronics City - II, Tower IV, No. 72, Keonics Electronic City, Hosur Road, Bangalore - 561 229, Karnataka, India > No.92, 2nd Main Road, KEONICS Electronic City – SIRI, Bangalore – 561 229, Karnataka, India > S. No. 70/1, 2, 3, 4(P) &. 84/1, 2, 3, 4(P) Doddathogur Village, Begur Hobli, ' Bangalore - 561 229, Karnataka, India > Capitale, 552 &. 555, Anna Salai, Teynampet, Chennai, Tamilnadu > 475A, Shollinganallur, Old Mahabalipuram Road (CDC-III), Chennai – 600 019, Tamilnadu > 111, Mount Road, Guindy, Chennai - 600 032, Tamilnadu > No. 105, Guindy, Mount Road, Chennai - 600 032, Tamilnadu > Infotech Park, SDF Building, 4th Floor, Kusumagiri, Kakkanad, Cochin > Infotech Park, 4th Floor, Vismaya Building, Kakkanad, Cochin > 239, Okhla Industrial Estate, Delhi, India > Plot No.27/28, Phase IV, Udyog Vihar, Gurgaon - 122 016 > Plot No. 281,Phase II, Udyog Vihar, Gurgaon - 122 106, Haryana > No. 480-481, Udyog Vihar, Phase-Ill, Gurgoan - 122015, Haryana > S. No. 203/1, Manikonda Jagir Village, Rajendranagar Mandal, RR District, Hyderabad > Survey Nos. 64, Serilingampali Mandal, Madhapur, Hyderabad - 500033 > Queens Plaza, S P Road, Hyderabad - 500 033, Andhra Pradesh > Plot No. 1, 7, 8 & 9, Block-DM, Sector- V, Saltlake, Kolkata - 700 091, West Bengal > 146/147, Mettagalli Industrial Area, Mettagalli, Mysore > Vashi, Navi Mumbai, Mumbai, Maharashtra, India > Plot No. 2, MIDC, Infotech Park, Hingewadi, Pune - 411 027, Maharashtra > 1-8-448, Lakshmi Buildings, S P Road, Begumpet, Secunderabad - 500016

Overseas Offices :	1300, Crittenden Lane, # 200, Mountain View, CA 94043, U.S.A. Tel. No. : 91-650-3163555 Fax No. : 91-650-3163467 Mimet House, Sa Praed Street, London W2 INJ, U.K. Tel. No. : +44 [020] 70873770 Fax No. : +44 [020] 72625360 Yokohama Landmark Tower, 9F # 911A, 2-2-1-1, Minato – Mirai, Nishi-Ku, Yokohama-shi, Kanagawa, 220-8109, Japan Tel. No. : +81 [45] 650 3950 Fax No. : +81 [45] 650 3951 Wipro Technologies 1995, El Camino Real, Suite 200, Santa Clara, CA 95050, USA Tel. No.: (408) 249 6345 Fax No.: (408) 6157174 / 6157178 15455 N. W., Greenbrier Parkway, Suite 210, Beaverton, OR 97006, USA Tel. No.: (503) 4390825 Fax No.: (503) 4398426 10655 N. E., 4^th Street, Suite 400, Bellevue, WA 98004, USA Tel. No.: (425) 4553486 Fax No.: (425) 6880973 833, East Arapaho Road, Suite 202, Richardson, TX 75081, USA Tel. No.: (972) 6716130 Fax No.: (972) 6716134 2432, W. Peoria Avenue, Suite 1323, Phoenix, AZ 85029, USA Tel. No.: (602) 8705780 Extn.: 101 100, W. 22^nd Street, Suite 106, Lombard, IL 60148, USA Tel. No.: (630) 8899860 Fax No.: (630) 8899187 8901, Lyndale Avenue, South Suite 106, Bloomington, MN 55420, USA Tel. No.: (952) 9489683 Fax No.: (952) 9489684 12081, Lafayett Street, Thornton, CO 80241, USA Tel. No.: 303-254 2457 Fax No.: 720-244 4872 33 Woodcock Avenue, # 23 Haverhill, MA 01832, USA Tel. No.: 978-372 9531 Fax No.: 978-372 9560 345, Buckland Hills, Dr. Suite 7213, Manchester, CT 06040, USA Tel. No.: 860-644 3657 Fax No.: 860-644 3667 220, Old New Brunswick Road, Suite 202, Piscataway, NJ 08854, USA Tel. No.: (732) 4650401 Fax No.: (732) 4650420 Top Floor, Kings Court, 185, Kings Road, Reading RG 14 EX, United Kingdom 2432, W Peoria Ave, Suite 1323, Phoenix, Arizona, USA AZ 85029 Room no. 1064, Hatanpaankatu 1 (Kulma-Sarvis), Tampere, Finland Chrysler Building, 6^th Floor, 1 Riverside Drive West, Windsor ONN5A5K4, Canada Web Campus, Kaistrasse, 101 Kiel 24114, Germany

Branches :	Wipro Infotech Software & Service 88, M. G. Road, Bangalore – 560 001, Karnataka Tel. No. 91-80-2558 8422 Fax No. 91-80-2558 6657 Wipro Consumer Care & Lighting Group Nirmal, 241-242, Nariman Point, Mumbai – 400 021, Maharashtra Tel. No. 91-22-22029254 Fax No. 91-22-2284 1143 Wipro Fluid Power 9B/10A Peenya Industrial Area, Bangalore – 560 058, Karnataka Tel. No. 91-80-2839 4982 Fax No. 91-80-2839 6450 Wipro Biomed 903/904 Prakash Deep, 7, Tolstoy Marg, New Delhi – 110 001 Tel. No. 91-11-2332 5677 Fax No. 91-11-2373 8675 Wipro Lighting Tulsi Chambers, Opp. St. Francis D’Sales High School, Jalna Road, Aurangabad – 431 001, Maharashtra Tel. No. 91-240-2333 351 Fax No. 91-240-2334 001

DIRECTORS

Name :	Mr. Azim Hashmi Premji
Designation :	Chairman
Date of Appointment :	01.09.1968

Name :	Dr. Ashok Ganguly
Designation :	Chairman, ICICI One Source Limited. Former Chairman, ICI India Limited
Date of Appointment :	01.01.1999

Name :	Mr. B. C. Prabhakar
Designation :	Practitioner of Law
Date of Appointment :	20.02.1997

Name :	Mr. Vivek Paul
Designation :	Vice Chairman and Executive Officer
Date of Appointment :	26/07/1999

Name :	Mr. Narayan Vaghul
Designation :	Chairman, ICICI Bonk Limited
Date of Appointment :	09.06.1997

Name :	Professor Eisuke Sakakibara
Designation :	Professor of Economics, Keio University Japan
Date of Appointment :	01/01/2002

Name :	Mr. P. M. Sinha
Designation :	Former Chairman, Pepsi Company India Holdings
Date of Appointment :	01.01.2002

Name :	Dr. Jagdish N Sheth
Designation :	Professor of Marketing, Emory University, USA
Date of Appointment :	01.01.1999

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2007

CATEGORY	No. of Shares	Percentage of Holding
Shareholding of Promoter and Promoter Group²
Indian
Individuals/ Hindu Undivided Family	57477660	4.00
Bodies Corporate	128137800	8.91
Any Others(Specify)	975520800	67.85
Public shareholding
Institutions
Mutual Funds/ UTI	6544047	0.46
Financial Institutions ^/Banks	686515	0.05
Insurance Companies	16943742	1.18
Foreign Institutional Investors	88147568	6.13
Non-institutions
Bodies Corporate	35062647	2.44
Individuals
Individuals -i. Individual shareholders holding nominal share capital up to Rs 0.100 Million	46330064	3.22
ii. Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	57648365	4.01
Any Other (specify)
Non Resident Indians	17100616	1.19
Trusts	7972259	0.55
Non Executive Directors and Relatives	23000	0.00
Clearing Members	116780	0.01
TOTAL	1437711863	100.000

BUSINESS DETAILS

Line of Business :	Software exports, software & services, consumer care, lighting and healthcare. Providing services of IT and IS consulting for E-business transformation, electronic commerce, web enabling, data warehousing and customer relation's management.

Products :	Item code no (ITC Code) 84713010 Product description Personal Computer ii) Item code no (ITC Code) 85249113 Product description I.T. Software iii) Item code no (ITC Code) 15162011 Product description Vegetable fats and oils (Edible Grade)

Exports to :	USA (75%), Indonesia, Japan, The Netherlands, Sweden, Taiwan and Thailand.

Imports from :	Germany, Japan, Singapore, UK and USA

PRODUCTION STATUS

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Vanaspati/Hydrogenated oils	TPA	144000	45000	5257 Tons
Toilet soaps	TPA	64000	47930	38404Tons
Leather shoe uppers, leather shoes and allied articles	Pairs / Nos. [1000s] p.a. in millions	750	750	375
Fatty acids	TPA	20000	20000	20767 Tons
Glycerine	TPA	2000	1800	919 Tons
GLS lamps	000s	50000	50000	--
TL shells	000s	12694	12694	--
Fluorescent tube lights	000s	10694	10694	9283
CFL	Nos. in 000s	6658	6658	--
Mini computers/micro processor based systems and data communication systems	NPA	180000	180000	104748 Nos.

GENERAL INFORMATION

Suppliers :	Ø Atco Controls India Private Limited Ø Arya Filaments Private Limited Ø Bhargava Rotopack Private Limited Ø Bombay Oil Seals Company Ø Capart Industries Private Limited Ø Everlite Corporation Ø Exerlite Industries Ø Fluo-Lite Private Limited Ø Glostar Electricals Private Limited Ø Har-Hal Plastic Engineering Private Limited Ø Infocontral Systems Inc. Ø Karthiks Ø Kay Pee Industries Ø Kasa Luminaties Private Limited Ø Maharashtra Industries Ø Meet Engineering Private Limited Ø Mercury Lamps Private Limited Ø Prachi Industries Ø Prospects Industries Ø Punjab Anand Lamp Industries Ø R C Industries Ø Regal Luminaries Ø Rotam Commercials Ø Sandesh Electricals Ø SOBO Technology Ø South India Auto Engineering Works Ø Starlite Components Limited Ø Sujatha Wood Industries Ø Superstars Ø Triumph Pack Private Limited Ø Ujas Electricals Private Limited Ø Unilux Ø Unique Wires Private Limited Ø Vijay Halo Coils Private Limited Ø Vijay Litetronics Comp Limited Ø Vossloh-Schabe India Private Limited

Customers :	Ø 3COM Ø ABN Amro Ø Alcatel Ø Allianz Church & General Ø Analog Devices Ø Aristasoft Ø AT & T Ø Baxter Ø BSI Ø BT Ø Cisco Ø Compaq Ø ContentGuard Ø Corel Ø Cox & Kings Ø Daiwa Ø Energy.com Ø Epson Ø Ericsson Ø Esupportnow.com Ø Farmers insurance Ø Franklin Templeton Ø Fujitsu Ø General Motors Ø Genuity Ø Geoutilities.com Ø Home Depot Ø HP Ø IBM Ø Japan Travel Bureau Ø JP Morgan Ø KPN Ø Lucent Ø Magneti Marelli Ø Marconi Ø Menlo Logistics Ø Microsoft Ø Mitsubishi Ø Morgan Stanley Ø NCR Ø NEC Ø Newbridge Ø Nike Ø Nortel Ø Npower Ø NTL Ø OTIS Ø PacifiCorp Ø Pepco Energy Services Ø Pindar Ø Seagate Ø Sharp Ø Skandia Ø Sonera Ø Sony Ø Spice Ø Sun Ø Sunquest Ø Telstra Ø Texas Instruments Ø Thames Water Ø Thomas Cook Ø Trafalgar Tours Ø Transco Ø Tufts Healthplan Ø TIBCO Ø United Technologies Ø US Wireless Ø VLSI Ø Weyerhaeuser Ø Winterthus

No. of Employees :	14000

Bankers :	Ø Canara Bank, Bangalore, Karnataka Ø State Bank of India, Madame Cama Road, Nariman Point, Mumbai – 400 021 Ø Citibank N.A., Kanak Building, 41, Chowringhee Road, Kolkata – 700 071, West Bengal Ø American Express Banking Corporation, Bangalore, Karnataka


Banking Relations :	Satisfactory

Auditors :	N. M. Raiji & Company Chartered Accountants

Subsidiaries :	v Wipro Japan KK v Enthink Inc. v Wipro Inc. v Wipro Chandrlka Limited v Wipro Trademarks Holding Limited v Wipro Travel Services Limited v Wipro Fluid Power Limited v Wipro HealthCare IT Limited v Wipro BPO Solutions Limited v Wipro Holdings (Mauritius) Limited v Wipro Holdings UK Limited v Wipro Technologies (UK) Limited v Wipro Shanghai Limited v Wipro Consumer Care Limited v Cygnus Nigri Investments Private Limited v Wipro Infrastructure Engineering Limited v Spectramind Inc v mPower software Services Inc. v mPower Software Services (India) Private Limited v Mpact Technologies Services Private Limited v BVPENTE Beteiligungsverwaltung GMBH v New Logic Technologies AG v New Logic Technologies Inc. v New Logic Technologies SARL v New Logic Technologies S.A. v Wipro Equity Reward Trust

Associates :	Wipro GE Medical Systems Private Limited WeP Peripherals Limited

Membership :	Confederation of Indian Industry

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
1650000000	Equity Shares	Rs. 2/- each	Rs. 3300.000 millions
25000000	10.25% Redeemable Cumulative Preference Shares	Rs. 10/- each	Rs. 250.000 millions
	Total		Rs. 3550.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1429000000	Equity Shares	Rs. 2/- each	Rs. 2918.000 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital	2918.000	2851.510	1407.140
2] Share Application Money	0.000	74.860	12.050
3] Reserves & Surplus	90251.000	61353.010	47517.290
4] (Accumulated Losses)	0.000	0.000	0.000
NET WORTH	93169.000	64279.380	48936.480

LOAN FUNDS
1] Secured Loans	232.000	450.580	215.890
2] Unsecured Loans	2148.000	51.030	405.030
TOTAL BORROWING	2380.000	501.610	620.920

TOTAL	95549.000	64780.990	49557.400

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]	16459.000	11182.520	9079.610
Capital work-in-progress	9895.000	6123.580	2502.390

INVESTMENTS	43487.000	34592.030	28595.110
Deferred Tax Assets	0.000	381.380	318.560

CURRENT ASSETS, LOANS & ADVANCES
Inventories	2404.000	1486.510	1273.740
Sundry Debtors	25823.000	19680.670	14065.140
Cash & Bank Balances	18492.000	8230.020	5368.960
Loans & Advances	16665.000	10988.170	5975.190
Total Current Assets	63384.000	40385.370	26683.030
Less :
CURRENT LIABILITIES AND PROVISIONS
Current Liabilities	30024.000	17768.340	12084.350
Provisions	7652.000	10115.550	5236.950
Total Current Liabilities	37676.000	27883.890	17321.300
Net Current Assets	25708.000	12501.480	9061.730

MISCELLANEOUS EXPENDITURE	0.000	0.000	0.000

TOTAL	95549.000	64780.990	49557.400

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		137585.000	102640.900	72761.800
Other Income		2887.000	1524.100	935.300
Total Income		140472.000	104165.000	73697.100

Profit/(Loss) Before Tax		31762.000	23396.800	17561.800
Provision for Taxation		3341.000	3192.000	2613.600
Profit/(Loss) After Tax		28421.000	20204.800	14948.200

Earnings in Foreign Currency		NA	NA	53736.900

Import Value		NA	NA	3237.350

Expenditures :
	Raw Materials	19753.000	13506.900	11198.500
	Excise Duty	746.000	369.700	430.200
	Power & Fuel Cost	00.000	864.600	466.300
	Other Manufacturing Expenses	1205.000	8471.600	4792.600
	Stock Adjustments	[863.000]	[242.100]	[92.900]
	Employee Cost	57645.000	42715.200	30111.600
	Selling and Administration Expenses	4320.000	9972.300	6012.400
	Miscellaneous Expenses	22234.000	2156.100	1301.200
	Interest & Financial Charges	72.000	31.300	55.700
	Depreciation	3598.000	2922.600	1859.700
Total Expenditure		108710.000	80768.200	56135.300

QUARTERLY RESULTS

PARTICULARS	30.06.2007 [1^st Qtr.]	30.09.2007 [2^nd Qtr.]	31.12.2007 [3^rd Qtr.]
Sales Turnover	36791.000	41500.000	42967.000
Other Income	977.000	950.000	1329.000
Total Income	37768.000	42450.000	44296.000
Total Expenditure	28982.000	32575.000	33889.000
Operating Profit	8786.000	9875.000	10407.000
Interest	110.000	249.000	476.000
Gross Profit	8676.000	9626.000	9931.000
Depreciation	1073.000	1095.000	1124.000
Tax	889.000	928.000	766.000
Reported PAT	6714.000	7603.000	8041.000

KEY RATIOS

PARTICULARS	31.03.2007	31.03.2006	31.03.2005
Debt-Equity Ratio	0.02	0.01	0.02
Long Term Debt-Equity Ratio	0.02	0.00	0.01
Current Ratio	1.58	1.46	1.33
TURNOVER RATIOS
Fixed Assets	6.86	4.97	4.70
Inventory	70.73	74.37	63.42
Debtors	6.05	6.12	5.90
Interest Cover Ratio	442.14	748.50	316.29
Operating Profit Margin(%)	25.75	25.67	26.77
Profit Before Interest And Tax Margin(%)	23.14	22.83	24.21
Cash Profit Margin(%)	23.27	22.53	23.10
Adjusted Net Profit Margin(%)	20.66	19.68	20.54
Return On Capital Employed(%)	39.73	41.01	41.15
Return On Net Worth(%)	36.12	35.72	35.59

LOCAL AGENCY FURTHER INFORMATION

Wipro is one of the leading players in providing IT services & Products business globally. Wipro though started as a edible oil producer way back in 1945, under the name Western India Vegetable Products, a private limited company has transformed itself into leading player in FMCG and IT services & Products business. It's FMCG business (or Wipro Consumer care and Lighting) with strong brands in baby care, toilet soaps, personal wash, personal grooming, domestic and industrial lighting has significant presence in domestic market. The company also have presence in manufacture of hydraulic cylinders and medical equipments through its subsidiary i.e. Wipro Fluid Power and JV affiliate Wipro GE Medical Systems Private respectively.

Wipro provide comprehensive range of IT services, software solutions, IT consulting, business process outsourcing and research and development services in the areas of hardware and software design to leading companies worldwide. This was done by combining the business/industry knowledge of domain specialists and technical knowledge and implementation skills of delivery team in its development centres located both in Indian and around the world. The range of services includes IT consulting; custom application design, development, re-engineering and maintenance, systems integration, package implementation.

Wipro's BPO, which operated as a separate subsidiary earlier was consolidated into Global IT services products division. The BPO provides Customer Interaction Services, Industry Administration Services, Business Optimization Services and Knowledge Services. The company also does Product Designing in Hardware, System Software Development and Support services for industries like Automotive Electronics, Computing Peripherals, Computing Platforms & Software products, Consumer Electronics, Industrial Automation & Avionics, Medical Devices, Mobile Devices & Application, semiconductors, Wireless Networks, Space Communications and much more. The Company is the largest third party R&D Service provider in the world with world's largest technology infrastructure management practices and are among the top 3 offshore BPO service providers by revenue.

Wipro has set up an overseas design center, Odyssey 21 for undertaking projects and product developments in advanced technologies for overseas clients. Aviva Plc has selected Wipro Technologies as a strategic partner for Offshore IT Outsourcing. Under the agreement, Wipro will provide a range of IT services covering Application Development and maintenance, Package implementation and testing. The company launched its German operations based out of Frankfurt which will address the requirements of the enterprise for business applications as well as R & D outsourcing requirements of technology companies.

The company has chalked out plans to expand its operations in Tamil Nadu. The company has set up a Campus Style facility at Sholinganallur, near Chennai as part of Phase II expansion of the Campus Development Centre.

The company has invested in building ability in Wireless Domain like Global Standards for Mobile (GSM), Code Device Multiple Access (CDMA) and General Packet Radio Service (GRPS) and also in GigE Mac Core, Ethernet software solution and Residential Gateway solutions for Customer Premise Equipment.

The FMCG business of Wipro consist of products including hydrogenated cooking oil, soaps and toiletries, light bulbs and fluorescent tubes and lighting accessories. The umbrella brand of the company are 'Santoor', Wipro Active line of talcum powers, Wipro Baby Soft line of infant and child care products and Wipro Sanjeevani line of wellness products. The brand portfolio and market share was strengthened/expanded by acquisition of Chandrika Ayurvedic soap and Glucovita Glucose Powder during 2004-05. The company has also launched Wipro Sanjeevani Honey, Wipro Sanjeevani Isabgol and Wipro Safewash liquid detergents. The capacity of Toilet Soaps was expanded by 19930 TPA to 47,930 TPA, in Mar'05. The Company has also installed CFL during '04-'05 which stood as 6658000 Nos in March 2005.

Wipro Lighting is a major diversification of Wipro, manufacturing and marketing lighting products for households and the commercial and Industrial markets. Wipro has set up a wholly owned subsidiary company viz. Wipro Consumer Care Limited. This company will be engaged in the manufacture of consumer care and lighting products.

The business restructuring exercises of the company to derive business synergy has resulted in birth of Wipro e-Peripherals, Wipro Fluid Power, two of its subsidiaries. In this context Wipro Infotech and Wipro Systems were amalgamated with Wipro in April, 1994 and Wipro Infotech spun off its peripherals services division into a new legal entity i.e. Wipro e-Peripherals on Sep 2000. Wipro Net has been amalgamated with the company with effect from April 1, 2001, which will enable it to synergize the customer offerings under one management and enable it to offer the specialized telecom skills available within both the companies.

Continuing that the company spin-off of its Fluid Power business unit into a separate subsidiary company effective March 1, 2002. Netkracker, which was a subsidiary of Wipro subsequent to acquisition of equity interest of ICICI and the Fluid Power business was combined and renamed as Wipro Fluid Power Limited.

Five of Wipro's manufacturing and development facilities secured the ISO 9001 certification during 1994-95. In February 2001, Wipro became the first software technology and services company in India to be certified for ISO 14001 certification for complying with the international standards for Environmental Management System (EMS) in three major software development and technology centers in Bangalore. The company has strong software engineering processes & also achieved ISO 9000 certification. Wipro is the first software company to get SEI Level 5 & also implemented Six Sigma TQM practices to software projects and support functions which represents a quality standard of less than 3.4 defects per million opportunities were a defect may arise. Wipro Technologies has won the 'Banker Technology Award' for the year 2004 Instituted by the Financial Times in the 'Risk Management Award' category. The company has been selected for the award for its project for JP Morgan Chase to create an operating risk management system.

In the fiscal 2004-05 the company has issued Bonus Shares in the ratio of 2:1 to its shareholders.

During December 2005, the company has signed a definitive agreement to acquire mPower Inc., a US based company with a development centre in Chennai and MPACT Technology Services, which is based in Chennai.

In 2006, The Honorable High Court of Karnataka has approved the Scheme of Amalgamation for the merger of the Spectramind Limited, Bermuda, Spectramind Limited, Mauritius, & Wipro BPO Solutions Limited with the Company on April 05, 2006.

The company has issued bonus Shares in the ratio of 1:1 to its shareholders.

The company has acquired mPower Software Services Inc, a Princeton, New Jersey, US headquartered company with development Center in Chennai and MPACT Technology services Private Limited, based in Chennai, for an all cash Consideration of $28 million and New Logic Technologies AG, an Austrian Firm was acquired an all cash consideration of Euro 26 Million.

The company has signed agreement in the current financial year to effectively acquire the target company cMango Inc., a US based Technology Infrastructure consulting firm in an all cash deal.

In the year 2007, the company has acquired US based Quantech Global Services LLC, Europe based Retail Solutions Provider, Enabler, Finland based Saraware Oy. Middle East and SAARC operations of 3D Networks and Planet PSG and India based Quantech Global Services Limited In Consumer Care and Lighting business, the company has acquired North-West Switches business from North-West Switchgear Limited, a company in the business of switches, sockers, MCBs etc. In Infrastructure Engineering Business, the company has acquired Hydrauto Group AB.

The company has signed Joint Venture Agreement with Motorala (Global Leader in Wireless Communications) namely WMNETSERV Limited to deliver World-class Managed Services to telecom operators in the area of network operations

August 2007, the company has acquired Infocrossing Inc, US based company. The Infocrossing inc is engaged business of IT Infrastructure management, enterprise applications and business process outsourcing services. The deal is likely to be closed by December 2007 and revenues from the combined operations are expected last quarter of this fiscal.

Subsidiary Companies:

The Company today is a global corporation having operations in 29 countries through more than 50 subsidiary companies, a few joint ventures and associate companies.

The Consolidated Financial Statements present a more comprehensive picture rather than the standalone financial statements. They therefore applied to the Ministry of Corporate Affairs, Government of India and sought exemption from the requirement to present detailed financial statements of each subsidiary. The Ministry of Corporate Affairs, Government of India has granted the exemption.

In compliance with the terms of the exemption they have presented in page 112, summary financial information for each subsidiary. Summary financial information includes Share Capital, Reserves and Surplus, Total Assets, Total Liabilities, the holding in the subsidiary, Sales and other income, profit before taxation, provision for taxation, profit after taxation and proposed dividend.

As permitted by SEBI guidelines and Companies Act, 1956, they have included the abridged financial statements of Wipro Limited in this annual report. The detailed financial statements and audit reports of Wipro Limited and each of the subsidiaries are available for inspection at the registered office of the Company and upon written request from a shareholder, they will arrange to send the full balance sheet, profit and loss account and auditors report to the said shareholder.

Consolidated Results:

The Sales for the current year grew by 41% to Rs.149982 million and the Profit for the year was Rs.29421 million, an increase of 42% over the previous year. Over the last 10 years, the Sales have grown at a Compounded Annual Growth Rate (CAGR) of 25% and Profit after Tax at 46%.

Acquisitions and Joint Ventures:

They have continued to pursue the strategy of acquiring businesses which complement the service offerings, provide access to niche skill sets and expand the presence in select geographies. They have a dedicated team of professionals who identify businesses which meet the strategic requirements and are cultural fit to Wipro. The following businesses have joined the Wipro family during the year:

1. US based Quantech Global Services LLC and the India based Quantech Global Services Limited for a cash consideration, which includes upfront payment of approximately USD 3 million.

2. CMango - Transactions consummated in April 2006 - US based CMango Inc and India based CMango India Private Limited for cash consideration which includes upfront payment of USD 20 Mn.

3. Europe based Retail Solutions Provider, Enabler. The consideration included upfront cash payment of approximately Euros 41 million.

4. Finland based Saraware Oy. for a cash consideration of approximately Euro 25 million.

5. Middle East and SAARC operations of 3D Networks and Planet PSG for a cash consideration of approximately USD 23 million.

6. In the Consumer Care and Lighting business they acquired North-West Switches business from NorthWest Switchgear Limited, a company in the business of switches, sockets, MCBs etc. for an upfront cash consideration of Rs.1,022 million.

7. In the Infrastructure Engineering business, they acquired Hydrauto Group AB ('Hydrauto') for a cash consideration of USD 31 million.

They partnered with Motorola, a global leader in Wireless Communications, to form a joint venture namely WMNETSERV Limited to deliver world-class Managed Services to telecom operators in the area of network operations.

Wipro's R&D Activities: 2006-07:

Wipro's R&D focus has been in strengthening the portfolio of Centers of Excellence (CoE) and Innovation projects. As part of this focus, over 500 people have been engaged across 55 CoEs and 30 Innovation projects. The R&D efforts have contributed nearly 8.5% of total revenues.

At Wipro, they have institutionalized the spirit of Innovation through the corporate Innovation initiative launched in year 2000. They are now deriving business value from these investments. Over the last 7 year period, they have been able to:

* Develop a rigorous Innovation management framework & process comprising of Idea generation, Idea Incubation and Idea Execution.

* Develop point solutions for specific industry verticals like Retail, Manufacturing as well as Intellectual Property (IP) components for Product Engineering business.

* Build portfolio of solutions that span across Process, Delivery, Business and Technology domains.

Process Innovation:

They have pioneered in the art of adopting Lean & Six Sigma principles for end to end software development life cycle.

Lean techniques have been applied to over 700 projects. This has resulted in 20-30% savings in efforts and better schedule adherence.

Delivery Innovation:

Global Delivery model and Software Factory model for standardized delivery are good examples of the Delivery Innovations. Typical benefits of Software Factory model to the customers are: 10-15% reduction in cycle time from demand to delivery of solution, 15-20% cost reduction in capital and operational expenditure and 10% increase in productivity through reusable components, tools and knowledge banks

Business Innovation:

Innovations under this portfolio include solution frameworks and methodologies to develop industry specific solutions. Sample examples in this portfolio are Vendor Managed Inventory, Retail Pharmacy, Integrated Publishing Platform, Clinical Data Management, Data Privacy and Master Data Management.

Technology Innovation:

Innovations under this portfolio include solutions with high IP component, which can be delivered as a service thus giving the time to market benefit. Examples include IP components for IEEE 1394/Fire wire, Wireless LAN, Bluetooth, Ultra Wide Band (UWB) and DTV middleware.

Apart from solutions in above Innovation portfolio, Wipro has also developed various collaboration and productivity platforms & tools such as iGrid, PRISM, Deep Check and Accelerator.

They have also initiated 4 projects under the theme of Quantum Innovation. These projects are currently in different stages of prototype.

Centers of Excellence (CoE):

The goal of a CoE is to create competencies in emerging areas of technologies & industry and incubate new practices for business growth. They currently manage 55 CoE's across different technologies and industry verticals. Some examples of the CoE's are SOA, Virtualization, Grid Computing, Data Privacy &Protection, IMS (IP multimedia subsystem), Remote Patient Monitoring, Image Processing, Supply Chain, Retail In-Store, Retail Pharmacy, Automotive, Open Source and Second Life.

Directors' Re-appointment:

Articles of Association of the Company provide that at least two-thirds of the Directors shall be subject to retirement by rotation. One third of these retiring Directors must retire from office at each Annual General Meeting of the shareholders. A retiring Director is eligible for reelection.

Mr. Narayanan Vaghul and Mr. B.C. Prabhakar, retire by rotation and being eligible offer themselves for reappointment at this Annual General Meeting. The Board Governance and Compensation Commmittee have recommended their re-appointment for consideration of the Shareholders.

Board of Directors vide circular resolution of June 6, 2007 re-appointed Mr. Azim H. Premji as Chairman and Managing Director of the Company (designed as 'Chairman') for a further period of two years with effect from July 31, 2007. This re-appointment is subject to the approval of the shareholders of the Company at the ensuing Annual General Meeting.

Management's Discussion and Analysis Report:

The Management's Discussion and Analysis on Company's performance - industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable are presented on pages 35 through 44 of this annual report.

Re-appointment of Statutory Auditor:

The auditors, M/s. BSR & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Re-appointment of Cost Auditor:

Pursuant to the direction from the Department of Corporate Affairs for appointment of Cost Auditors, the Board of Directors has re-appointed M/s. P.D. Dani & Co., as the Cost Auditor for the year ended March 31, 2008.

Acknowledgements and Appreciation:

The Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, financial institutions and Central and State Governments for their consistent support to the Company. The Directors also wish to place on record their appreciation of the hard work, dedication and commitment of the employees. The enthusiasm and unstinting efforts of the employees has enabled the Company to continue to be a leading player in the IT services industry.

Management's Discussion and Analysis Report:

Re-appointment of Statutory Auditor:

The auditors, M/s. BSR & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed.

Re-appointment of Cost Auditor:

Acknowledgements and Appreciation:

They are a leading India based IT and BPO service provider to companies across the globe. They are also a leading IT services provider in the Indian markets. A substantial portion of the revenues and profits are derived from these businesses.

They began the Information Technology (IT) business in 1980. Prior to this, they commenced operations in 1946 as a Vanaspati manufacturer. Vanaspati product line seeded the Consumer Care and Lighting business segment by providing them with an extensive retail distribution reach. Today their Consumer Care and Lighting business with 36% annual revenue growth is among the fastest growing businesses in this industry segment.

The first horizontal expansion was into Hydraulics engineering in 1975. Today they are the second largest third party manufacturer of hydraulics cylinders globally. The results of this business are reported under `Others' Segment.

Over the last six decades, they have emerged as a multi-business entity with leadership position in every business they are in.

In the subsequent sections of this report, the industry structure and developments, opportunities and threats, and risks and concerns, they will report for each of the business Segment separately.

Graph-I: Segment-wise contributions in 2006-07:

Segment-wise contribution to Revenue:

India & Asia Pacific 17%Consumer Care & Lighting 5%Others 4%Global IT Services & Products 74%

Segment-wise contribution to EBIT:

India & Asia Pacific 7%Consumer Care & Lighting 3%Others 1%Global IT Services & Products 89%

II. Industry structure and developments:

Information Technology (IT) services industry:

Technology, especially information technology has transformed business by creating productivity gains and new business models in the last two decades. This has resulted in the increased importance of IT to the success of companies worldwide. The ability to design, develop, implement, and maintain advanced technology platforms and solutions to address business and customer needs has become a competitive advantage and a priority for corporations worldwide.

They find that companies are now focused on moving data residing in disparate IT systems to the decision makers within the company in real-time and in a seamless manner. Companies have recognized the transformational capabilities of real-time data and have started integrating IT processes with core business activities, with their clients and with their suppliers. Concurrently, the prevalence of multiple technology platforms and a greater emphasis on network security and redundancy have increased the complexity and cost of IT systems, and have resulted in greater technology-related risks.

The need for more dynamic technology solutions and the increased complexity, cost and risk associated with these technology platforms has created a growing need for specialists with experience in leveraging technology to help drive business strategy.

IT Services market structure:

IT Services market can be segmented based on execution responsibility into Outsourced Services and Captive Units providing IT Services. Independent service providers provide Outsourced services, undertaking delivery responsibility for a price. The trend towards Outsourced services continues. Outsourced services grew at 7.3% in fiscal 2006, compared to 5.9% growth in IT services.

Considering the location from where service is provided, the market can be classified into Onsite services and Off-shore services. Offshore locations leverage their strengths in availability of skilled talent and technology infrastructure to provide cost effective services leveraging the telecom infrastructure.

India has been and remains the most favoured offshore location for Technology Services. AT Kearny in their Global Services Location Index 2007, ranked India at the top, ahead of China, Czech Republic and Philippines for offshore IT services.

NASSCOM segments Indian IT Services market into five categories. Tier 1 companies, Tier 2 companies, Offshore Global Service Companies, Multinational Captive Units and Emerging companies.

IT Services market size:

The size of global IT and related services market exceeded 1.5 trillion US dollars in 2006. NASSCOM's strategic review 2007, estimates this market to grow to 2.1 trillion US dollars by 2010, a compounded growth rate of 7% at around twice the current global GDP growth rates.

IT services:

Worldwide spend on IT services was 470 billion US dollars in fiscal 2006, a growth of 5.9% over fiscal 2005. Outsourced Services accounted for 36% of this spend. By 2010, Indian IT BPO exports are expected to grow to USD 60 billion.

Significant growth in IT Services market is contributed by Offshore locations, of which India is dominant.

RFD and product engineering services:

Global R&D and engineering spends in 2006 is estimated at 783 billion US dollars. Engineering spends are projected to grow across sectors, with worldwide aggregate estimated to grow to about US$1.1 trillion by 2020.

BPO services:

Global BPO spend in 2006 is estimated at 422 billion US dollars, growing at 10%. The offshore component of worldwide IT-BPO market is estimated at 42 billion US dollar.

Indian IT products market:

In the Indian, Middle East and Asia Pacific IT Services and Products segment (Wipro Infotech), they manufacture Personal Computers (PCs) and laptop computers. The market for Desktops grew 21% to 4 million units in 2006, while that for laptops grew 167% to 0.6 million units.

They also sell servers and other high-end products as part of the solutions that they configure for the customers. Some of these products are manufactured by them while the rest are sourced from the partners.

Wipro Desktops ranked second in the Desktop Vendor Rankirg - CSA (Customer Satisfaction Audit) 2007, a DQ-IDC survey of 584 large enterprise CIO's, January 2007.

Wipro Infotech is also the leading strategic IT partner for companies across the regions - offering integrated IT solutions. They plan, deploy, sustain and maintain customers' IT lifecycle through the total outsourcing, consulting services, business solutions and professional services. India has a strong and vibrant maker for IT products.

Consumer care and Lighting:

Wipro Consumer Care and Lighting has a profitable presence in the branded retail market of toilet soaps, hair care soaps, baby care products and lighting products. It is also a leader in institutional lighting in specified segments like software, pharma and retail.

They have been one of the fastest growing FMCG companies as reflected by the organizational performance in the last three years. They have grown both organically and through acquisitions.

The growth has been lead by growth in toilet soaps (led by Santoor), domestic and institutional lighting and the recent foray into modular furniture. They have also gained from new launches in fabric wash (Wipro Safewash) and the wellness segment (Wipro Sarijeevini - honey and Isabgol).

In India, the growth rates of the segments they operate in have averaged around 14%, while they have grown at twice the market growth rates in the last three years.

The Lighting business has also seen a surge in domestic lighting in Fluorescent tubular lamps and Compact Fluorescent Lamps (CFL) segment. The institutional lighting business is a clear leader in a variety of segments like software, pharma and retail besides having significant success in outdoor lighting and energy saving lighting devices.

The strengths are in manufacturing efficiencies, which are comparable to the Global Best-In-Class, Use of Six-Sigma tools to constantly understand and improve business processes, and Strong business and managerial practices.

Others:

In the `Others' segment, Wipro Infrastructure Engineering (WIN) is the key business. They sell hydraulic cylinders and truck tipping systems that are used in variety of earth moving, material handling, mining and construction equipments.

India, in the recent years, is witnessing significantly higher investments in infrastructure activities. This has contributed to WIN growing revenue organically at CAGR of 39% over the last 3 years.

III. Opportunities and threats:

Global IT services and products:

Global companies are increasingly turning to offshore technology service providers to meet their need for high quality, cost competitive technology solutions.

Technology companies are increasingly outsourcing their software development and research activities to reduce the cycle time for introducing new products and services. These companies are now outsourcing a larger portion of their IT activities, including core software research and development activities, to offshore locations to access skilled resources at lower costs.

They believe that India is a premier destination for outsourcing services. According to NASSCOM's strategic review. 2007, the Indian IT-BPO sector would achieve US[) 60 billion in export revenues by FY 2010. 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.

They believe the strong brand, the robust quality process and the access to skilled talent base at lower costs of providing service places thm in a unique position to take advantage of the trend towards outsourcing IT services.

They have the most comprehensive service range amongst all IT service providers in India. They are the pioneers in quality journey being amongst the first globally to be certified at level 5 of CMMI Ver. 1.2 including for the onsite development centers.

Intense competition for the limited `quality' talent and skilled professionals required to perform the services they offer is a significant threat, looking ahead.

Ability to attract and retain killed professional in the basis of increasing demand for these resources, coupled with wage increases locally may affect the existing cost structure and impact the growth prospects.

They manage mission critical IT infrastructure/applications and therefore maintaining stable communication links with the client is imperative. Breakdown in telecommunication links, geo-political disturbances or natural disaster could temporarily impact the ability to service customers. This could adversely affect the customer decision to procure IT services from India or increase the nature and scope of services sourced from India.

These risks are broadly country risks. At an organizational level, they have a well-defined business contingency plan and disaster recovery plan to address these unforeseen events and minimize the impact on services delivered from the development center based in India or abroad.

Indian IT Services:

For the last several years, India has achieved healthy economic growth rates in the range 7.5-8%. The growth has been contributed by robust services sector performance as well as cyclically strong manufacturing output. Increased revenue and profitability growth has created opportunities for companies to invest in IT infrastructure and related services. Some sectors such as Telecom service providers, Banking, Retail and IT/ITES require significantly higher per capita IT investment, which has further enhanced the acceleration in the market for these services and products.

Similarly, the customers in Middle East, where IT investment,, hitherto were in the nascent stage, have increasingly stepped up their spend on harnessing higher automation and digitization.

As the leading system integration company they are uniquely positioned to benefit from the enhanced traction in the market place. More than 25 years of experience in the domestic IT market, quality processes, scalable resourcing engine and best-in-class technical knowledge create for them a unique differentiation in the industry.

The track record of selling and servicing high-end IT products give them an additional edge in undertaking setting up of Greenfield IT infrastructure and then maintaining it over its life-cycle.

Going forward, the key risk in the products business is in the partners directly accessing the customers, if the value add in the distribution chain gets diluted.

In the services segment, the key risk is the inability to source right-skilled employee and retaining them. Aggressive Indian expansion plans of global players could also impact the ability to grow at present pace and maintain the profitability.

Consumer care and lighting:

They are among the top 5 companies in India as regards Pan-India Sales and Distribution Infrastructure, which allows them to effectively penetrate the target markets.

They have constantly expanded the brand portfolio by entering newer categories. They have successfully built brands both organically and through acquisition. Each brand in the Brand basket has a distinctive positioning, catered to and addressing a specific consumer need.

India has been going through a virtuous cycle over the past several years in which increased consumer urban per-capita income and aspiration levels/standard of living have among other things, led to increased propensity to consumer spends. Any slowdown in economic growth rates or saturation of urban demand coupled with a volatile monsoon could hamper the ability to grow and maintain profitability.

Others:

One of the biggest beneficiaries of the current uptrend in the Indian economy has been the physical infrastructure sector. Increased focus by the Government to invest and rectify inadequate roads, railways and other physical infrastructure has led to higher planned spends on these fronts. They, as one of the largest player in this segment are well positioned to take advantage of the growth driven by infrastructure spends.

Through the acquisition of Hydrauto in Sweden, they are also well placed to participate in the increased refresh spending on infrastructure in Europe and adjoining regions.

While they believe the secular trend of increased spending on infrastructure in India is well in place, any slowdown in Indian economic growth rates or slowdown due to excess supply of commercial or residential real estate could indirectly translate in to lower growth for the customers and in turn reduce the growth prospects.

Outlook:

During the financial year ending March 2007, they grew the Revenues by 41% to Rs. 149,982 million and Profit After Tax (PAT) by Rs. 42% to Rs. 29,421 million. Over the last decade, they have grown the Revenues at the Compounded Annual Growth Rate (CAGR) of 25% and PAT at the CAGR of 46%.

They have followed a practice of providing only revenue guida for the largest business segment, namely, Global IT Services a Products. The guidance is provided at the release of every quarte earnings when detailed Revenue outlook for the succeeding quar is shared. Over the years, the Company has consistently except its quarterly Revenue guidance.

Along with the Annual result announcement, on April 20, 2007, they provided the most recent quarterly guidance. Revenue from the Global IT Services and Products business segment for the quarter ending June 30, 2007 is likely to around $711 million.

On a more generic note, given the current economic and industry environment, prospects in all the business segments look attractive and they look forward to 2007-08 and beyond with sustain excitement.

Consumer Care and Lighting segment:

Revenues of the Consumer Care & Lighting segment grew by 36% in the current year over the previous year.

The revenue CAGR during last 3 years in this business has been 31%, nearly twice that of industry growth rate. The flagship brand `Santoor' is now India's 3rd largest soap brand by value.

Others segment:

In this segment, Wipro Infrastructure Engineering (WIN) is the largest contributor. Revenues from WIN grew 148% during the current year over the previous year.

During the year, they acquired Sweden-based Hydrauto Group AB ('Hydrauto'), a leading provider of Hydraulic components and solutions in Europe. Hydrauto is a Tier 1 supplier to OEMs of Material Handling Equipment, Forestry Equipment, Construction and Earth Moving Machinery amongst others. Excluding this acquisition, they grew by 47% during the year.

Acquisitions:

Details of the acquisitions made by the company during the year ended March 31, 2007 and 2006 are as follows:

Acquired entity Acquired Nature of business during

Global IT Services & Products:

1. Quantech Global Jul 06 Engaged in Computer Aided Services LLC and Design and Engineering services Quantech Global Services (Quantech)

2. Saraware Oy Jun 06 Engaged in providing design and engineering services to telecom companies

3. RetailBOX BV and Jun 06 Leading specialist in the subsidiaries (Enabler) development, implementation and support of IS systems for retail industry

4. cMango Inc. and Apr 06 Enwagaed in providing business subsidiaries (cMango) management service solutions

5. mPower Software Dec 05 Engaged in providing IT Services Inc. and its services in payments service subsidiaries sector

6. BVPENTEB eteiligungsverwaltung Dec05 Engaged in semi conductor GmbH and its Intellectual Property (IP)subsidiaries (New cores and complete system on Logic) chip solutions with digital, analog mixed signal and Radio Frequency (RF) design services

India & Asia Pac IT Services and Products:

7. India, Middle Nov 06 Engaged in the business of East and SAARC communication solutions that operations of 3D include consulting voice, data Networks and Planet and converged solutions and PSG managed services

Consumer Care & Lighting:

8. Trademark/brand May 06 The Company acquired a 'North-West' and substantial portion of the assets of North-West business and brand of North Switchgear Limited West Switchgear Limited, a manufacturer and distributor of switches, sockets and miniature circuit breakers

Others:

9. Hydrauto Group AB Nov 06 Engaged in production,(Hydrauto) marketing and development of customised hydraulic cylinders solution for mobile applications.

Costs:

Global IT Services and Products segmentL

In the Global IT Services & Products Business Segment, manpower cost accounts for approximately 52% of the Revenues: Other major costs included Sub-contracted manpower cost, depreciation and employee-travel cost, each accounting for about 4% of the Revenues.

The operational drivers for these costs are Utilization of employees, Onsite: Offshore composition and the composition of experience profile of employees called `Bulge-mix'.

During the current year gross Utilization was 64% compared to 65% an year ago. The Offshore mix decreased from 46% in the previous year to 45% in the current year. As of March 31, 2007 approximately 45% of the employees had less than 3 years of work-experience, as compared to 41%) as of March 31, 2006.

Indian IT Services and Product segment:

In India and Asia-Pac Service and Products segment, material cost as a percentage of revenue was at approximately 66%, employee cost constituted approximately 16% and Sub-contracted manpower cost constitutes approximately 1%).

Consumer Care and Lighting segment:

In the Consumer Care & Lighting segment, the largest cost is material and manufacturing cost, accounting for 60% of the Revenues. Other key cost, accounting for 60% of the Revenues and manpower cost at 6% of the Revenues.

Others segment:

In this segment WIN is the largest component. For WIN the largest cost component is raw materials, accounting for approximately 54% of the Revenues, Material and manufacturing cost taken together accounts for 59% of the Revenues. Other key costs include manpower cost at 14% of Revenues and cost of subcontracted processes at 6% of the Revenues.

Spirit of Wipro:

They launched in April 2006, Spirit of Wipro. It is a re-articulation of the earlier premise of `Human Values'.

Values and a staunch belief system have been an integral part of the Wipro fabric since inception. These values have been now rearticulated to make them more relevant to the current scenario; they see it more as the third generation of articulation of values. In the first generation articulation, they spelt out the values and in the second generation articulation they related it to the external stakeholders. In this third generation articulation they have built on the first two and made it more attractive to the younger Wiproite.

A series of activities have been initiated to make it attractive to enable effective reach. This is particularly required as the young Wiptoite, more than 70%V of whom are below 30 years of age.

Strategic and Operations planning:

The mature business planning process has significantly evolved over the last four decades. They de-linked strategic plan from operations plan a decade back recognizing the different approaches required for each of them.

The exploratory mindset required for a Strategic plan contrasted with the execution excellence mindset that is demanded by the operating plan. This separation, they believe is critical to Enterprise Risk Management as it enables them to target `ambitiously' while investing to eliminate the risks involved in execution.

INTERNAL CONTROL OVER FINANCIAL REPORTING:

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING:

Management is responsible for establishing and maintaining adequate internal control over financial reporting of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of March 31, 2007.

Management's assessment does not include an assessment of the internal control over financial reporting of two entities acquired during the year ended March 31, 2007, Hydrauto Group AB and subsidiaries and Retailbox B.V and subsidiaries with total assets of Rs. 3,842 million and net revenues of Rs. 4,244 million included in the consolidated financial statements of the Company as of and for the year ended March 31, 2007.

The independent registered public accounting firm, KPMG, has audited the consolidated financial statements in this annual report on Form 20-F, and as part of their audit, has issued their report, included herein, on (1) the management's assessment of the effectiveness of the internal control over financial reporting and (2) the effectiveness of the internal control over financial reporting as of March 31, 2007.

Azim H. Premji S.C. Senapaty Chairman and Chief Executive Officer Executive Vice President-Finance Chief Financial Officer

Bangalore, India May 21, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM:

To The Board of Directors and Stockholders Wipro Limited

They have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that Wipro Limited and subsidiaries (the Company) maintained effective internal control over financial reporting as of March 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The management of the Company is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Their responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on their audit.

They conducted their audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that they plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Their audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as they considered necessary in the circumstances. They believe that their audit provides a reasonable basis for their opinion.

A Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and Directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

In their opinion, management's assessment that the Company maintained effective internal control over financial reporting as of March 31, 2007, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in their opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company acquired Hydrauto Group AB and subsidiaries (Hydrauto) and RetailBox BV and subsidiaries (RetailBox) during the year ended March 31, 2007 and management excluded from its assessment of the effectiveness of the Company's internal control over financial reporting as of March 31, 2007, Hydrauto and RetailBox's internal control over financial reporting associated with total assets of Rs 3,842.01 million and net revenues of Rs 4,243.85 million included in the consolidated financial statements of the Company as of and for the year ended March 31, 2007. Their audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Hydrauto and Retail Box.

They also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of the Company as of March 31, 2007 and 2006, and the related consolidated statements of income, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended March 31, 2007, and their report dated May 21, 2007 expressed an unqualified opinion on those consolidated financial statement.

KPMG Bangalore, India May 21, 2007

Fixed Assets :

Ø Land

Ø Buildings

Ø Railway siding

Ø Plant & Machinery

Ø Furniture, Fixture and Equipments

Ø Vehicles

Ø Technical Know-how

Ø Patents, Trademarks & Rights

It also has a joint venture with British Telecom for providing value-added network and VSAT services.

The company has been accredited with ISO 9001 and ISO 14001 Certification.

AS PER WEBSITE

News

Wipro appoints P R Chandrasekhar as Chief Executive – Americas & Europe

Bangalore, July 24, 2005

Wipro Limited (NYSE: WIT) today announced the appointment of P R “Sekar” Chandrasekhar as the Chief Executive of Americas and Europe. Sekar has been leading the European Operations for Wipro.

Under his leadership Wipro’s European operations have consistently grown ahead of the industry, driven by wins in a number of key deals, deepening of client engagements and expansion of service lines, including addition of a strategic consulting unit.

In his earlier roles in Wipro, Sekar has been responsible for Global M&A, Channel Development and the Global .Net Business. He led Wipro’s initiatives in M&A which have bolstered Wipro’s position as a leading Global IT services and BPO provider. He has also had a successful stint in Wipro GE Medical Systems in Sales. Prior to joining Wipro, Sekar was responsible for M&A for GE India.

Rich Garnick, Head of Wipro’s America Sales has resigned after four years at Wipro. Rich has contributed to institutionalizing the sales processes in North America, and in making Wipro a market leader across services lines.

Commenting on this change, Mr. Azim Premji, Chairman, Wipro Limited said, “Sekar brings in a wealth of experience, having worked in multiple strategic and sales roles. His ability to create a win-win with customers is further enhanced by his deep prior experience in the Americas and Europe. Increasingly, they find that their clients work with them across multiple geographies and having a common head for Europe and the Americas will align them better with this trend.” He added, “Rich has contributed to building their sales engine in North America. They wish him success in his future endeavors.”

Reflecting on his tenure at Wipro, Rich Garnick said, “Wipro has grown tremendously in its ability to engage and add value to customers, and it has been exciting to have been part of this transformation. Given this phenomenal growth and the associated travel, I have not been able to spend enough time with my family and there comes a time when you need to focus on the family and that is the key driver of my decision to leave Wipro. I am sure that the sales organization they have built will continue to make significant progress, under the leadership of Sekar.”

Commenting on his new role, P R Chandrasekar said, “North America is their largest market and I am very excited by the opportunity to grow their business there. They have a great team in place and I am confident that given their renewed focus on furthering the depth of their services lines and increased investments in sales and marketing, they will be able to drive market leadership.”

Rich will work with Sekar to facilitate a smooth transition. Sekar will be relocating to the US, while working very closely with the strong team that he leads in Europe.

About Wipro

Wipro Limited is the first PCMM Level 5 and SEI CMM Level certified IT Services Company globally. Wipro provides comprehensive IT solutions and services, including systems integration, Information Systems outsourcing, package implementation, software application development and maintenance, and research and development services to corporations globally. In the Indian market, Wipro is a leader in providing IT solutions and services for the corporate segment in India offering system integration, network integration, software solutions and IT services. Wipro also has profitable presence in niche market segments of consumer products and lighting. In the Asia Pacific and Middle East markets, Wipro provides IT solutions and services for global corporations.

Wipro's ADSs are listed on the New York Stock Exchange, and its equity shares are listed in India on the Stock exchange - Mumbai, and the National Stock Exchange, among others.

Wipro’s complete range of IT Services addresses the needs of both technology and business requirements to help organizations leverage leading-edge technologies for business improvement.

Wipro takes charge of the IT needs of the entire enterprise. The gamut of services extends from Enterprise Application Services (CRM, ERP, e-Procurement and SCM), to e-Business solutions. Wipro’s enterprise solutions have served and continue to serve clients from a range of industries including Energy and Utilities, Finance, Telecom, and Media and Entertainment.

A Cycle of Define, Perform, Review and Refine

The client is the world’s third largest water company, and provides clean and waste water services to over 69 million customers around the world. The client had embarked on a journey to streamline their IS operations to ensure better service delivery, improved customer relationship and closer links with business. They also wanted to move to a ‘thin’ layer of IS. This was a challenge considering that the client consists mostly of bespoke applications using a wide spectrum of technologies and functional areas that cover all the business functionality of a typical water utility.

Through a series of strategic initiatives over a two year period, Wipro made the client realize significant cost savings as well as remarkably improve the quality of the application estate. This was done by following a cycle of define, perform, review and refine, for each of the functions that Wipro was entrusted with. Wipro devised and implemented a strategy for cost savings by leveraging on its Global Sourcing model. The savings in the application support budget was also enabled through a system of forecasting and reviewing service requirements with partners and third party vendors.

They've developed a model called "Extended Engineering” that leverages synergies across the value chain

As product manufacturers and platform vendors across the world strive to make better products with shorter development cycles and reduced total cost of ownership, they at Wipro Technologies partner with them to provide comprehensive solutions in product lifecycle management and product realization. At Wipro, they've developed a model called "Extended Engineering" that allows you to leverage synergies across the value chain and progress swiftly from concept to market. They are now the world's largest contract R&D house for telecom, auto and electronics.

Industries served

v Automotive Electronics

v Computing Peripherals

v Computing Platforms and Software Products

v Consumer Electronics

v Industrial Automation and Avionics

v Medical Devices

v Semiconductors
Storage Technologies

Telecommunication Solutions

v Broadband

v Optical Networks

v Space Communications

v Voice and Next-Generation Networks

v Wireless Networks and Devices

Wipro plugs R&D Service into Innovation Networks

Wipro, the world’s largest third party R&D services provider, has built a 10,000-strong Product Engineering Solutions (PES) group that offers a complete range of R&D services — from product strategy to hardware design to quality consulting — to clients that sell electronics-based products. With more than 120 active clients in industries such as semiconductor, automotive, platforms and peripherals, consumer electronics, and medical devices, PES revenues have grown at 36% for the past three years. R&D services now accounts for 36% of Wipro's total revenues. By putting its extended engineering capabilities on play in global Innovation Networks, Wipro is making R&D services the next battleground.

True value from technology requires an in-depth understanding of business strategy.

Today’s businesses need partners who can talk about strategy and technology in the same conversation. At Wipro, they believe true value from technology requires an in-depth understanding of business strategy. Their cross-industry consulting services help you craft a vision for the organization and then provide a specific, practical business and technology framework that will make that vision a reality. Their consulting competencies spread across business, process, quality and technology consulting.

Refining Business Strategy

The client is an online financial services company that aggregates capital from small size investments to access large size institutional-quality private investments. The challenge was to build a private equity investment Net Market and generate a significant volume of transactions while adhering to complex and restrictive regulatory requirements and accommodating for multi-national users.

Wipro built the private equity Net Market adhering to complex and restrictive regulatory requirements administered by the SEC and NASD and accommodating multi-national users. Wipro achieved this through refining business strategy, creating a new Internet-based business model, building the technology backbone for the Net Market and providing thought leadership, business strategy, deep technology, and user experience skills.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.40.29
UK Pound	1	Rs.79.97
Euro	1	Rs.61.23

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	9
PAID-UP CAPITAL	1~10	9
OPERATING SCALE	1~10	9
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	9
--LIQUIDITY	1~10	9
--LEVERAGE	1~10	9
--RESERVES	1~10	9
--CREDIT LINES	1~10	9
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	YES
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		81

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

MIRA INFORM REPORT

RATING

Wipro Technologies

Wipro Infotech Software & Service

88, M. G. Road, Bangalore – 560 001, Karnataka

Wipro Consumer Care & Lighting Group

Wipro Fluid Power

Wipro Biomed

Wipro Lighting

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