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 2021
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 OF NOTES ISSUANCE
Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), hereby furnishes the Commission with the following additional information relating the Company’s previous announcements made on June 10, 2021 and June 17, 2021, relating to the U.S. dollar denominated notes issued by Wipro IT Services LLC, a wholly owned step-down subsidiary of the Company (the “Notes”). 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On June 24, 2021, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that Wipro IT Services LLC has raised $750,000,000 by the issue and allotment of the Notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in offshore transactions as defined in and in reliance on Regulation S under the Securities Act. The Notes are guaranteed by the Company pursuant to an indenture dated June 23, 2021. A copy of such letter to the 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 |
|---|
| /s/ Jatin Pravinchandra Dalal |
| Jatin Pravinchandra Dalal |
| Chief Financial Officer |
Dated: June 25, 2021
INDEX TO EXHIBITS
| Item | |
|---|---|
| 99.1 | Letter to the Exchanges dated June 24, 2021. |
EX-99.1
Exhibit 99.1

June 24, 2021
| 1. | National Stock Exchange of India Ltd.<br><br><br>Exchange Plaza<br> <br>Plot No. C/1, G Block<br><br><br>Bandra –Kurla Complex<br> <br>Bandra (E), Mumbai 400 051<br><br><br>Maharashtra, India<br> <br>Symbol: WIPRO | 2. | BSE Limited<br> <br>Corporate Relationship<br>Dept.<br> <br>Phiroze Jeejeebhoy Towers, Dalal Street<br> <br>Mumbai 400<br>001<br> <br>Maharashtra, India<br> <br>Security Code: 507685 |
|---|---|---|---|
| 3. | The Market Operations Team<br> <br>New York StockExchange<br> <br>Symbol : WIT | ||
| Sub: | Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (“SEBI Listing Regulations”) – Allotment of 1.50 per cent Notes of US $ 750 million | ||
| --- | --- |
Dear Sir/Madam
Further to our letters dated June 10, 2021 and June 17, 2021, we hereby inform that Wipro IT Services LLC (“Issuer”), incorporated under the laws of Delaware, United States of America and being a wholly owned step-down subsidiary of Wipro Limited (“Company”) has raised U.S.$ 750 million by the issue and allotment of 1.50 per cent notes (“Notes”) to qualified institutional buyers in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in offshore transactions as defined in and in reliance on Regulation S under the Securities Act. The Notes are guaranteed by the Company pursuant to an indenture dated June 23, 2021 (“Indenture”) executed by the Company and the Issuer with the trustee, paying agent, registrar and transfer agent appointed in relation to the issuance of the Notes.
The Notes have been listed on Singapore Exchange Securities Trading Limited. The details in relation to the aforementioned guarantee are as follows:
| Sr. No. | Particulars | Details |
|---|---|---|
| 1. | Name of the party for which guarantee was given | Wipro IT Services LLC, a wholly owned step-down subsidiary of the Company |
| 2. | Whether the promoter / promoter group / group companies have any interest in the transaction<br><br><br><br> <br>If yes, nature of interest and details thereof and whether the same is done at<br>“arms length” | None |
| 3. | Tenure of the Notes | 5 years |
| 4. | Brief details of the guarantee, brief details of the agreements entered into including significant terms and | The Company has undertaken guarantee obligations in relation to the Notes under the Indenture (“Guarantee”). The Company’s |

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

| Sr. No. | Particulars | Details |
|---|---|---|
| conditions, including amount of guarantee | potential liability under the Guarantee is capped at an amount equal to 105% of the total aggregate principal amount of the Notes outstanding from time to time, being initially U.S.$ 787.5 million (“GuaranteedAmount”). The Guarantee shall be released upon repayment in full of amounts due under the Notes and Guarantee, subject to the Guaranteed Amount. | |
| 5. | Impact of the guarantee on the Company | The corporate guarantee will be treated as a contingent liability for the Company. |
This is for your information and records.
Thanking you,
Yours faithfully,
For Wipro Limited

M Sanaulla Khan
Company Secretary
Disclaimer
In connection with the offer of the above securities, the Stabilisation Manager(s) may over-allot the securities oreffect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisationaction, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules. This announcement is for information purposes only
This information is not an offer of securities for sale in the United States or elsewhere. This information has been prepared for publication inIndia only and is not for publication or distribution, directly or indirectly, in or into the United States. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “SecuritiesAct”) and may not be offered or sold within the United States, except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.Accordingly, the Notes are being offered and sold (i) within the United States to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and (ii) outside the UnitedStates in offshore transactions in reliance on Regulation S under the Securities Act, in each case in compliance with applicable laws of the jurisdictions where such offers and sales occur.

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

The Notes have not been, are not being and will not be offered or sold, directly or indirectly, by meansof any offer document, offering circular or any other document / material relating to the Notes, to any person or to public in India which would constitute an advertisement, invitation, offer, sale or solicitation of an offer to subscribe for orpurchase any securities in violation of applicable laws of India.
The offering circular for the Notes has not been, nor will it be, registered,produced or published as an offer document (whether a prospectus in respect of a public offer, a statement in lieu of a prospectus or information memorandum, private placement offer cum application letter, an offering circular, an offeringmemorandum or other offering material in respect of any private placement under the Companies Act, 2013, regulations formulated by Securities and Exchange Board of India (“SEBI”) or any other applicable Indian laws) with any Registrar ofCompanies, the SEBI or any Indian stock exchange or any other statutory or regulatory body of like nature in India.

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