6-K
WIPRO LTD (WIT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report ofForeign Private Issuer
Pursuant to Rule 13a-16 or15d-16
under the Securities Exchange Act of 1934
For the month of June 2023
Commission File Number 001-16139
Wipro Limited
(Exactname of Registrant as specified in its charter)
NotApplicable
(Translation of Registrant’s name into English)
Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
SarjapurRoad
Bangalore, Karnataka 560035, India+91-80-2844-0011
(Address of principal executiveoffices)
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.
ANNOUNCEMENT OF UPDATES TO SHARE BUYBACK OFFER
Wipro Limited, a company organized under the laws of the Republic of India (the “Company”) hereby furnishes the Commission with copies of the following information concerning updates to the buyback of its equity shares (the “Share Buyback Offer”). 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 June 27, 2023, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of updates regarding its Share Buyback Offer. A copy of such letter to the stock exchanges is attached to this Form 6-K 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 | |
|---|---|
| By: | /s/ Jatin Pravinchandra Dalal |
| Jatin Pravinchandra Dalal | |
| Chief Financial Officer |
Dated: June 28, 2023
INDEX TO EXHIBITS
| Item | |
|---|---|
| 99.1 | Letter to the Stock Exchanges on June 27, 2023 |
EX-99.1
Exhibit 99.1
June 27, 2023
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: Extension of Buyback tendering period and addendum to the Letter of Offer dated June 20, 2023.
Further to our letter dated June 20, 2023, we are enclosing the addendum to the letter of offer filed earlier.
Shareholders are advised to please note the buyback tendering period has been extended to Friday, June 30, 2023. Please refer the addendum for further details.
This is for your information and records.
Thanking you,
For Wipro Limited
M Sanaulla Khan
Company Secretary
Encl: As above
| WIPRO LIMITED |
|---|
| Registered Office and Correspondence Address: Doddakannelli, Sarjapur Road, Bengaluru - 560 035, India.<br><br> <br>Tel. No.: +91 80 2844 0011; E-mail: corp-secretarial@wipro.com |
| Website: www.wipro.com; Corporate Identification Number (CIN): L32102KA1945PLC020800 |
| Contact Person: Mr. M Sanaulla Khan, Company Secretary; Tel. No.: +91 80 2844 0011; **E-mail:**sanaulla.khan@wipro.com |
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
BUYBACK CLOSING DATE: FRIDAY, JUNE 30, 2023
OFFER FOR THE BUYBACK OF UP TO 26,96,62,921 (TWENTY SIX CRORE NINETY SIX LAKH SIXTY TWO THOUSAND NINE HUNDRED AND TWENTY ONE ONLY) FULLY PAID UP EQUITYSHARES HAVING FACE VALUE OF Rs. 2/- (RUPEES TWO ONLY) EACH OF COMPANY (THE “EQUITY SHARES”) AT A PRICE OF Rs. 445/- (RUPEES FOUR HUNDRED AND FORTY-FIVE ONLY) PER EQUITY SHARE ON A PROPORTIONATE BASIS THROUGH THE TENDER OFFER PROCESS USINGTHE STOCK EXCHANGE MECHANISM UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) REGULATIONS, 2018 (THE “BUYBACK” AND SUCH REGULATIONS THE “BUYBACK REGULATIONS”)
THIS ADDENDUM (THE “ADDENDUM”) SHOULD BE READ IN CONJUNCTION WITH THE LETTER OF OFFER DATED JUNE 20, 2023. CAPITALISED TERMS USEDIN THIS ADDENDUM AND NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING AS ASCRIBED IN THE LETTER OF OFFER. EQUITY SHAREHOLDERS ARE REQUESTED TO NOTE THE FOLLOWING CHANGES /AMENDEMENT TO THE LETTER TO OFFER
| 1. | In connection with the captioned Buyback, the Letter of Offer in terms of the Buyback Regulations was<br>dispatched to all Equity Shareholders on June 20, 2023. |
|---|---|
| 2. | In terms of the Buyback Regulations the tendering period of the Buyback is required to be kept open for a<br>period of 5 (five) working days, and the Buyback Closing Date was identified as Thursday, June 29, 2023, since Wednesday, June 28, 2023 was a public holiday. |
| --- | --- |
| 3. | Subsequently, vide circular bearing reference number 105/2023 dated June 27, 2023 issued by the National Stock<br>Exchange of India Limited and circular bearing notice no. 20230627-2 dated June 27, 2023 issued by the BSE Limited, Wednesday, June 28, 2023 is no longer a public holiday and instead Thursday, June 29, 2023, is a public holiday. The<br>Securities and Exchange Board of India (“SEBI”) has also updated its working calendar to include Thursday, June 29, 2023 as a public holiday instead of Wednesday, June 28, 2023. |
| --- | --- |
| 4. | On account of change in working day from June 29, 2023 to June 28, 2023, SEBI vide its email<br>dated June 27, 2023 has allowed extension in the tendering period by 1 (one) working day. Accordingly, the Buyback Closing Date will be Friday June 30, 2023 instead of Thursday, June 29, 2023. Please note that the<br>Eligible shareholders will be able to tender in the Buyback on June 28, 2023 and June 30, 2023. |
| --- | --- |
| 5. | Equity Shareholders are requested to note the following amendments in the Letter of Offer:<br> |
| --- | --- |
| 5.1 | On the Cover Page of the Letter of Offer: |
| --- | --- |
“The Last Date And Time For Receipt Of Completed Tender Forms And Other Specific Documents By The Registrar To The Buyback will be Friday, June 30, 2023 instead of Thursday, June 29, 2023.”
| 5.2 | The tendering period point on page 3 of the Letter of Offer shall be replaced with:<br> |
|---|
“Eligible Shareholders can tender their Equity Shares in the Buyback only during the Tendering Period, which commences on Thursday, June 22, 2023 and ends on Friday, June 30, 2023”
| 5.3 | The submission of Tender Form point on page 3 of the Letter of Offer shall be replaced with:<br> |
|---|
“In addition to placing the bid through the Stock Broker, Eligible Shareholder’s holding Equity Shares in physical form should submit the duly filled in and signed Tender Form, TRS and requisite documents to the Registrar to the Buyback before 5pm on Friday, June 30, 2023”.
| 5.4 | The schedule of activities on page 5 of the Letter of Offer shall be replaced with:<br> | |
|---|---|---|
| Activity | Date | Day |
| --- | --- | --- |
| Date of the Board Meeting to approve the proposal for Buyback of Equity Shares | April 27, 2023 | Thursday |
| Date of declaration of results of the postal ballot through remote e-voting for special resolution by the Equity Shareholders, approving the Buyback | June 02, 2023 | Friday |
| Date of publication of Public Announcement for the Buyback | June 05, 2023 | Monday |
| Record Date for determining the Buyback Entitlement and the names of Eligible Shareholders | June 16, 2023 | Friday |
| Last date for dispatch of Letter of Offer | June 20, 2023 | Tuesday |
| Buyback Opening Date | June 22, 2023 | Thursday |
| Buyback Closing Date | June 30, 2023 | Friday |
| Last date for the receipt of completed Tender Forms and other specified documents including physical share certificates (as applicable) by the Registrar to the Buyback | June 30, 2023 | Friday |
| Last date of verification by the Registrar to the Buyback | July 04, 2023 | Tuesday |
| Last date for providing Acceptance/non-Acceptance of tendered Equity Shares to the Stock Exchanges by the Registrar to the Buyback | July 06, 2023 | Thursday |
| Last date for settlement of bids on the Stock Exchanges | July 07, 2023 | Friday |
| Last date for return of unaccepted Equity Shares by Stock Exchanges to Eligible Shareholders/Stock Brokers | July 07, 2023 | Friday |
| Last date for payment of consideration to Eligible Shareholders who participated in the Buyback | July 07, 2023 | Friday |
| Last date for extinguishment of Equity Shares | July 18, 2023 | Tuesday |
| 5.5 | The definition of “Buyback Closing Date” on page 6 of the Letter of Offer shall be replacedwith: | |
| --- | --- |
“Friday, June 30, 2023”
| 5.6 | Paragraph 19.1 on page 44 of the Letter of Offer shall be replaced with: |
|---|
“Eligible Shareholders who wish to tender their Equity Shares in the Buyback can send by registered post/speed post or hand deliver the Tender Form, TRS generated by the exchange bidding system along with all the relevant documents by super-scribing the envelope as “Wipro Buyback Offer 2023”, to the Registrar at its office set out below so that the same are received not later than the Buyback Closing Date i.e. Friday, June 30, 2023 by 5 p.m. (IST)”
| 5.7 | Paragraph 21.21.2 on page 57 of the Letter of Offer shall be replaced with: |
|---|
“In case the Equity Shares are in physical form: Eligible Shareholder(s) have been sent the Letter of Offer and the Tender Form through electronic means. An Eligible Shareholder may participate in the Buyback by providing their application in writing on plain paper signed by all Equity Shareholders stating name, address, folio number, number of Equity Shares held, share certificate number, number of Equity Shares tendered for the Buyback and the distinctive numbers thereof, enclosing the original share certificate(s), copy of Equity Shareholders’ PAN card(s) and executed share transfer form in favour of the Company. The Letter of Offer, Tender Form and share transfer form SH-4 can be downloaded from the websites of the Company, the Registrar to the Buyback, the Stock Exchanges and the Manager to the Buyback at https://www.wipro.com/investors/buy-back/, https://kosmic.kfintech.com/karisma/buybackofferv2.aspx, www.bseindia.com, www.nseindia.com and www.jmfl.com, respectively. Equity Shareholders must ensure that the Tender Form, along with the TRS and requisite, reach the Registrar not later than Buyback Closing Date i.e., June 30, 2023 (by 5:00 PM). If the signature(s) of the Eligible Shareholders provided in the plain paper application differs from the specimen signature(s) recorded with the Registrar of the Company or are not in the same order (although attested), such applications are liable to be rejected under this Buyback”.
| 5.8 | Paragraph 21.24.1.4 on page 59 of the Letter of Offer shall be replaced with: |
|---|
“the documents mentioned in the Tender Form for Eligible Shareholders holding Equity Shares in physical form are not received by the Registrar on or before the close of business hours of June 30, 2023 (by 5 p.m. IST)”
| 5.9 | All references to June 29, 2023 in the Tender Form for Eligible Shareholders Form Of<br>Acceptance-Cum-Acknowledgement (For Equity Shareholders Holding Shares In Demat Form) will be replaced with June 30, 2023. |
|---|---|
| 6. | Except as detailed in this Addendum, all other information and terms of Buyback as disclosed in the Letter of<br>Offer remain unchanged. A copy of this Addendum will also be available on the websites of the Company, the Registrar to the Buyback, the Stock Exchanges and the Manager at https://www.wipro.com/investors/buy-back/,<br>https://kosmic.kfintech.com/karisma/buybackofferv2.aspx, www.bseindia. com, www.nseindia.com and www.jmfl.com, respectively |
| --- | --- |
| MANAGER TO THE BUYBACK | REGISTRAR TO THE BUYBACK |
| --- | --- |
| JM Financial Limited | KFIN Technologies Limited |
| 7th Floor, Cnergy,<br> <br>Appasaheb Marathe Marg,<br>Prabhadevi, Mumbai – 400025, Maharashtra, India<br> <br><br> <br>Tel.: +91 22 6630 3030;<br>+91 22 6630 3262<br> <br><br> <br>Fax: +91 22 6630 3330<br><br><br><br> <br>Email: wipro.buyback2023@jmfl.com<br><br><br><br> <br>Website: www.jmfl.com<br><br><br><br> <br>Contact Person: Ms. Prachee Dhuri<br><br><br><br> <br>SEBI Regn. No.: INM000010361<br><br><br><br> <br>Validity Period: Permanent<br><br><br><br> <br>Corporate Identification Number: L67120MH1986PLC038784 | Selenium, Tower- B, Plot No 31 & 32, Financial district, Nanakramguda, Serilingampally, Hyderabad Rangareddy, Telangana State, 500032,<br>India.<br> <br><br> <br>Tel No: +91 40 6716 2222<br><br><br><br> <br>Email: wipro.buyback2023@kfintech.com<br><br><br><br> <br>Contact Person: Mr. M. Murali Krishna<br><br><br><br> <br>Fax No.: +91 40 6716 1563<br><br><br><br> <br>Toll Free No.: 18003094001<br><br><br><br> <br>Investor Grievance Email: einward.ris@kfintech.com<br><br><br><br> <br>Website: www.kfintech.com<br><br><br><br> <br>SEBI Regn. No.: INR000000221<br><br><br><br> <br>Validity Period: Permanent<br><br><br><br> <br>Corporate Identification Number: L72400TG2017PLC117649 |
For and on behalf of the Board of Directors of Wipro Limited
| Sd/- | Sd/- | Sd/- | Sd/- |
|---|---|---|---|
| Rishad A Premji | Thierry Delaporte | Jatin P Dalal | M Sanaulla Khan |
| Chairman (Director Identification Number (DIN): 02983899) | Chief Executive Officer and Managing Director (DIN): 08107242 | Chief Financial Officer | Company Secretary Membership Number: F4129 |
| Place: Bengaluru<br> <br>Date: June 27,<br>2023 | |||
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