Wipro Ltd 6-K, filed Jan 22, 2021

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 January 2021

Commission File Number 001-16139

Wipro Limited

(Exactname of Registrant as specified in its charter)

Not Applicable

(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 CANCELLATION OF EQUITY SHARES

Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), hereby furnishes the Commission with a copy of the following information relating to the completion of 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 January 21, 2021, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange (the “Exchanges”) of the completion of the cancellation of equity shares repurchased in connection with the Share Buyback Offer. A copy of such letter to the Exchanges and the enclosures are 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: January 22, 2021

INDEX TO EXHIBITS

Item
99.1	Letter to the stock exchanges submitted on January 21, 2021

EX-99.1

Exhibit 99.1

wipro

January 21, 2021

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:	Completion of extinguishment of 23,75,00,000 (Twenty Three Crores Seventy Five Lakhs) Equity Shares of WiproLimited (the “Company”)

Pursuant to the public announcement dated November 18, 2020 (the “PublicAnnouncement”) and the letter of offer dated December 22, 2020 (the “Letter of Offer”), the Tendering Period for the Buyback opened on Tuesday, December 29, 2020 and closed on Monday, January 11, 2021.

In accordance with the provisions of Regulation 24(iv) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (the “Buyback Regulations”), the following are the details of the Equity Shares bought back by the Company during the Tendering Period and extinguished:

Equity share capital before<br><br><br>the said extinguishment<br><br><br>(Number of Equity Shares)	Number of Equity Shares<br><br><br>extinguished	Equity share capital after<br><br><br>the said extinguishment<br><br><br>(Number of Equity Shares)
5,71,53,38,089	23,75,00,000	5,47,78,38,089

The terms used but not defined in this letter shall have the same meanings as assigned in the Public Announcement and the Letter of Offer.

We also enclose a copy of the certificate dated January 21, 2021 relating to the above extinguishment of 23,75,00,000 Equity Shares, in accordance with the provisions of Regulation 11(iv) of the Buyback Regulations.

The number of Equity Share bought back and the post-Buyback shareholding pattern were disclosed in the Post Buyback Public Announcement published and submitted for your records on January 16, 2021 and have been reproduced in Annexure A for ease of reference.

Yours faithfully,

For Wipro Limited

M Sanaulla Khan

Company Secretary

ENCL: As above

Registered Office: Wipro Limited T: +91 (80) 2844 0011 Doddakannelli F: +91 (80) 2844 0256 Sarjapur Road E: info@wipro.com

Bengaluru 560 035 W: wipro.com India C: L32102KA1945PLC020800

Annexure A

The shareholding pattern of the Company, pre and post Buyback, is as under:

Category of Shareholder	Pre Buyback				Post Buyback
	Number of<br>Equity Shares		% to pre<br>Buyback<br>Equity<br>Share<br>capital		Number of<br>Equity Shares		% to post<br>Buyback<br>Equity<br>Share<br>capital
Promoter and Promoter Group		4,22,99,45,033		74.01		4,00,10,40,248		73.04
Foreign Investors (Including ADRs, Non-Resident Indians,<br>FIIs, FPIs, Foreign Nationals, and Overseas Corporate Bodies)		64,47,35,118		11.28
Financial Institutions/Banks, NBFCs & Mutual Funds		34,68,32,236		6.07		1,47,67,97,841		26.96
Others (Public, Bodies Corporate, Clearing Members, Trusts and HUF)		49,38,25,702		8.64
Total	****	5,71,53,38,089	****	100.00	****	5,47,78,38,089	****	100.00

CERTIFICATE OF EXTINGUISHMENT OF EQUITY SHARES BOUGHT BACK BY WIPRO LIMITED

(the “Company”)

The certificate is being issued pursuant to the requirements of Regulation 11 of Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”).

Pursuant to the Public Announcement dated November 18, 2020 and the Letter of Offer dated December 22, 2020, the tendering period for the Buyback Offer opened on Tuesday, December 29, 2020 and closed on Monday, January 11, 2021 (the “Tendering Period”). The following are the details of the Equity Shares bought back by the Company during the said Tendering Period and extinguished.

A.	The equity shares extinguished in dematerialised form are as under:
Name of the Depository Participant and DP ID No.	Company’s A/c*.* No.	Date of Extinguishment	No. of Equity Shares<br>Extinguished
---	---	---	---
JM Financial Services<br> <br>Limited –<br>IN302927	10288238	January 19, 2021	23,75,00,000
B.	The equity shares extinguished in physical form are as under: Nil
---	---
C.	The total equity shares extinguished/destroyed in dematerialised and physical form arc as under:<br>
---	---
Total Number of Equity Shares Extinguished/ Destroyed (A+ B)	23,75,00,000
---	---

This is to certify that the above equity shares of the Company, being in dematerialised form were extinguished in compliance with the provisions of Regulation 11 of the Buyback Regulations. This is for your information and records.

For Wipro Limited	For Wipro Limited
Name: Rishad A Premji<br> <br>**Designation:**Chairman	Name: Thierry Delaporte<br> <br>**Designation:**Chief Executive Officer and Managing Director
For Deloitte Haskins & Sells LLP<br><br><br>Chartered Accountants<br> <br>Firm Registration No 117366W/W-100018	For KFin Technologies Private Limited<br><br><br>Registrar to the Buyback
Name: Vikas Bagaria<br> <br>**Designation:**Partner<br> <br>Membership No: 60408	Name: M Murali Krishna<br> <br>Designation:General Manager

Date: January 21, 2021

Enclosed: Confirmation from National Securities Depository Limited for extinguishment of Equity Shares in dematerialized form.

CC:

JM Financial Limited, 7th floor, Cnergy, Appasaheb Marathe Marg, Prabhadevi, Mumbai - 400 025, India.

National Securities Depository Limited NSDL Technology, Trust & Reach

Ref: II/CA/COM/02970/2021	January 19, 2021

Mr. Sanaulla Khan Mohammed

Company Secretary

Wipro Limited

Doddakannelli

Sarjapur Road

Bangalore - 560035

Sub : Buy-back (tender offer)

Dear Sir,

As per the corporate action(s) executed by your R&T Agent/Registry Division viz; KFIN TECHNOLOGIES PRIVATE LIMITED., Equity Shares were credited/debited to the account(s) in the NSDL system, details of which are given below :

ISIN	ISIN Description	D/C	Records	Quantity	Execution Date
INE075A01022	WIPRO LIMITED EQ F.V. RS. 2	Debit	1	237,500,000.000	19/Jan/2021

You may contact your R&T Agent/Registry Division for further details in this regard.

Your faithfully,

Rakesh Mehta

Vice President

Digitally Signed By

Name: RAKESH MAHASUKHLAL MEHTA

Date: 19/01/202113:06:20

Reason: Authentication

Location: NSDL,Mumbai

4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013, India Tel.: 91-22-2499 4200 | Fax: 91-22-2497 6351 | CIN-U74120MH2012PLC230380 | Email:info@nsdl.co.in | Web: www.nsdl.co.in