WIT Wipro Ltd

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 July 2024

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.

NOTICE REGARDING THE OUTCOME OF THE ANNUAL GENERAL MEETING

HELD ON JULY 18, 2024

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 scrutinizer’s report on the voting results of the resolutions passed at the Annual General Meeting of the Shareholders held on July 18, 2024 (the “AGM”). The following information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On July 18, 2024, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange (together, the “Exchanges”) of the scrutinizer’s report on the voting results of the resolutions passed at the AGM. 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.

INDEX TO EXHIBITS

Exhibit 99.1

July 18, 2024

The Manager - Listing

BSE Limited

(BSE: 507685)

The Manager - Listing

National Stock Exchange of India Limited

(NSE: WIPRO)

The Market Operations

NYSE: New York

(NYSE: WIT)

Dear Sir/Madam,

Sub: 78^th Annual General Meeting - Scrutinizer’s Report

Pursuant to Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Scrutinizer’s Report on the resolutions passed at the 78^th Annual General Meeting of the Company held on Thursday, July 18, 2024 for your information and records.

The said resolutions have been approved by Members with requisite majority.

Thanking you.

For Wipro Limited

M Sanaulla Khan

Company Secretary

ENCL: As above

		V SREEDHARAN AND ASSOCIATES Company Secretaries   Plot No. 293, # 201, 2nd Floor, 10th Main Road, 3rd Block, Jayanagar, Bengaluru - 560 011 + 91 80 49594533 compliance@sreedharancs.com

Form No. MGT-13

REPORT OF SCRUTINIZER

[Pursuant to section 108 of the Companies Act, 2013 and Rule 21 (2) of the

Companies (Management and Administration) Rules, 2014]

To,

The Chairman of the Seventy Eighth Annual General Meeting (AGM) of the Equity Shareholders of “Wipro Limited” held on Thursday, July 18, 2024, at 9:00 AM 1ST through Video Conferencing (VC).

Sir,

I, Pradeep B Kulkarni, Partner of V. Sreedharan and Associates, Company Secretaries, Bengaluru, was appointed as Scrutinizer pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in compliance with the General Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and circulars issued by the Securities and Exchange Board of India (‘SEBI’) for the purpose of:

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Both the above-mentioned voting is done under the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The management of the Company is responsible to ensure compliance with the requirement of the Companies Act, 2013, Rules and circulars issued by MCA and SEBI relating to conducting of AGM through VC/OAVM and voting by electronic means for the resolutions contained in the Notice of the Seventy Eighth Annual General Meeting of the Equity Shareholders dated May 22, 2024. My responsibility as a Scrutinizer for the voting process of voting by electronic means is restricted to making a Consolidated Scrutinizer’s Report of the votes cast “in favor” and/or “against” the resolutions stated in the notice of the AGM, based on the report generated from the e-voting system provided by KFin Technologies Limited, the Agency authorized under the Rules and engaged by the Company to provide remote e-voting facilities and e-voting facilities to vote at the AGM (“lnstapoll”).

I submit my report as under:

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To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2024, together with the Reports of the Board of Directors and Auditors thereon.

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To confirm the interim dividend of Re. 1 /- per equity share declared by the Board on January 12, 2024, as the final dividend for the financial year 2023-24.

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To consider appointment of a Director in place of Mr. Azim H. Premji (DIN: 00234280) who retires by rotation and being eligible, offers himself for re-appointment.

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Re-appointment of Mr. Rishad A. Premji (DIN: 02983899) as a Whole Time Director of the Company - Ordinary Resolution.

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Re-appointment of Mr. Azim H. Premji (DIN: 00234280) as a Non-Executive, Non- Independent Director of the Company - Special Resolution.

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Approval of the Wipro Limited Employee Stock Options, Performance Stock Unit and/ or Restricted Stock Unit Scheme 2024 (“2024 Scheme”) for grant of employee stock options, performance stock units and/ or restricted stock units to the eligible employees under the 2024 scheme - Special Resolution.

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Approval of the Wipro Limited Employee Stock Options, Performance Stock Unit and/ or Restricted Stock Unit Scheme 2024 (“2024 Scheme”) for grant of employee stock options, performance stock units and/ or restricted stock units to the eligible employees of group company(ies) of the Company - Special Resolution.

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Thanking You, Yours faithfully,
For V. Sreedharan & Associates
/s/ Pradeep B Kulkarni
(Pradeep B Kulkarni)
Partner
FCS: 7260; CP No. 7835
Date: July 18, 2024
Place: Bengaluru
UDIN: F007260F000771298
Peer Review Certificate No: 5543/ 2024

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