Wipro Ltd 6-K, filed Oct 14, 2020

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 October 2020

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.

NOTICE REGARDING BOARD APPROVAL OF BUYBACK

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 relating to the outcome of its October 13, 2020 meeting of its Board of Directors. 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 October 13, 2020, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that its Board of Directors approved a proposal to buyback up to 237,500,000 equity shares of the Company for an aggregate amount not exceeding Rs. 95,000,000,000 at a price of Rs. 400 per equity share. The proposed buyback is subject to the approval of shareholders by way of a special resolution through postal ballot. A copy of the letter to the securities exchanges is attached hereto as Item 99.1.

SIGNATURES

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

WIPRO LIMITED
/s/ Jatin Pravinchandra Dalal
Jatin Pravinchandra Dalal
Chief Financial Officer

Dated: October 14, 2020

INDEX TO EXHIBITS

Item
99.1		Letter to the Exchanges dated October 13, 2020.

EX-99.1

Exhibit 99.1

	<br><br><br><br>

October 13, 2020

The Manager – Listing

BSE Limited

(BSE: 507685)

The Manager – Listing

National Stock Exchange of India Limited

(NSE: WIPRO)

The Market Operations Department,

NYSE, New York

(NYSE: WIT)

Dear Sir/Madam,

Sub: Outcome of Board Meeting held on October 13, 2020

Further to our intimation dated October 7, 2020 and in terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of Wipro Limited (the “Company”) at its meeting held on October 13, 2020 has approved a proposal to buyback up to 23,75,00,000 equity shares (Twenty Three Crores Seventy Five Lakhs only) of the Company for an aggregate amount not exceeding Rs. 95,00,00,00,000/- (Rupees Nine Thousand Five Hundred Crores only) (hereinafter referred to as the “Buyback Size”), being 4.16% of the total paid-up equity share capital, at a price of Rs. 400/- (Rupees Four Hundred only) per equity share (hereinafter the “Buyback Price” and such buyback, the “Buyback”).

The Buyback is proposed to be made from the existing shareholders of the Company (including persons who become shareholders by cancelling American Depository Receipts and receiving underlying equity shares) as on the record date on a proportionate basis under the tender offer route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018 (“Buyback Regulations”) and the Companies Act, 2013 and rules made thereunder. The Buyback Size does not include transaction costs viz. brokerage, applicable taxes such as Buyback tax, securities transaction tax, GST, stamp duty, any expenses incurred or to be incurred for the Buyback like filing fees payable to the Securities and Exchange Board of India, advisors/legal fees, public announcement publication expenses, printing and dispatch expenses and other incidental and related expenses.

Members of the promoter and promoter group of the Company have indicated their intention to participate in the proposed Buyback.

The proposed Buyback is subject to approval of shareholders by way of a special resolution through a postal ballot. The process, timelines and other requisite details with regard to the postal ballot will be communicated in due course.

The process, record date, timelines and other requisite details of the Buyback will be set out in the public announcement and the letter of offer to be published in accordance with the Buyback Regulations.

Registered Office:<br> <br>Wipro Limited<br><br><br>Doddakannelli<br> <br>Sarjapur Road<br><br><br>Bengaluru 560 035<br> <br>India	T : +91 (80) 2844 0011<br> <br>F : +91 (80) 2844<br>0054<br> <br>E : info@wipro.com<br> <br>W : wipro.com<br><br><br>C : L32102KA1945PLC020800
	<br><br><br><br>
---	---

The Company has formed a committee to oversee and implement the Buyback and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper in connection with the proposed Buyback.

The pre-Buyback shareholding pattern as at October 9, 2020 is enclosed as Annexure A.

This is for your information and records.

Thanking you,

For Wipro Limited
M Sanaulla Khan
Company Secretary

ENCL: as above.

Registered Office:<br> <br>Wipro Limited<br><br><br>Doddakannelli<br> <br>Sarjapur Road<br><br><br>Bengaluru 560 035<br> <br>India	T : +91 (80) 2844 0011<br> <br>F : +91 (80) 2844<br>0054<br> <br>E : info@wipro.com<br> <br>W : wipro.com<br><br><br>C : L32102KA1945PLC020800

Annexure A

Pre-Buyback Shareholding Pattern of the Company as at October 9, 2020

Shareholders		No. ofShareholders				No. of Shares				% ofShares
Promoter and Promoter Group:
Individuals			4				24,19,13,816				4.23
Companies/Other Entities			6				3,98,80,31,217				69.78
Sub Total		****	10	****		****	4,22,99,45,033	****		****	74.02	****
Indian Financial Institutions			15				38,55,939				0.07
Banks			6				90,126				0.00
Mutual Funds			148				13,50,63,489				2.36
Sub Total		****	169	****		****	13,90,09,554	****		****	2.43	****
Foreign Holding:
Foreign Institutional Investors/Foreign Portfolio Investors			778				48,41,82,907				8.47
NRIs			11,517				3,05,52,088				0.53
ADRs			1				14,13,28,510				2.47
Foreign Nationals and Overseas Corporate Bodies			6				1,41,163				0.00
Sub Total		****	12,302	****		****	65,62,04,668	****		****	11.48	****
Indian Public, Corporates & Others			5,52,648				68,98,07,100				12.07
Total		****	5,65,129	****		****	5,7l,49,66,355	****		****	100.00	****
Note:	Percentage of shareholding in the above table have been subject torounding-off adjustments.
---	---