Dividend Distribution Policy of Wipro Limited This policy applies to

Internal - General Use

Dividend Distribution Policy of Wipro Limited

This policy applies to the distribution of dividend by Wipro Limited (the “Company”)

in accordance with the provisions of the Companies Act, 2013 (“Act”) and the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

(Listing Regulations).

Background

This policy is being adopted and published in compliance with Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second

Amendment) Regulations, 2016. SEBI vide its notification dated July 8, 2016

introduced a new regulation 43A which prescribed that the top five hundred listed

entities based on market capitalization (calculated as on March 31 of every financial

year) shall formulate a dividend distribution policy which shall be disclosed in their

annual reports and on their websites.

The regulation further prescribed that, the dividend distribution policy shall include the

following parameters:

a) the circumstances under which the shareholders of the listed entities may

or may not expect dividend;

b) the financial parameters that shall be considered while declaring dividend;

c) internal and external factors that shall be considered for declaration of

dividend;

d) policy as to how the retained earnings shall be utilized; and

e) parameters that shall be adopted with regard to various classes of shares

Provided that if the listed entity proposes to declare dividend on the basis of

parameters in addition to clauses (a) to (e) or proposes to change such additional

parameters or the dividend distribution policy contained in any of the parameters, it

shall disclose such changes along with the rationale for the same in its annual report

and on its website.

Objective

Wipro Limited (the “Company”) has always strived to enhance stakeholder value for

its investors. The Company believes that returning cash to shareholders is an

important component of overall value creation.

Considerations

The Board of Directors of the Company (“Board’) recommends dividend distribution

based on the following factors:

i. Reported and Projected Net Profit after Tax (PAT) available for distribution in

the consolidated financial statements prepared in accordance with International

Financial Reporting Standards (IFRS) for the current and projected periods.

ii. Reported and Projected statements of Free Cash Flow generation

iii. Current and Projected Cash Balance

iv. Current and Projected Debt-raising capacity

v. Committed and projected cash flow needs owing to forecasted capital

expenditure, anticipated investments in M&A and working capital requirements

for current and projected periods.

vi. The macro economic factors and the general business environment

Internal - General Use

vii. Corporate actions resulting in significant cash outflow for the Company

Current Policy

We have had a consistent dividend track record. Our dividend payout ratio over the

past 10 years is shown in the table below:

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

FY21

FY22

FY23

Payout%*

30%

29%

41%

20%

10%

27%

* Payout % is computed on dividend declared (including dividend distribution tax)

divided by Net Income

^ FY16 onwards the dividend payout is lower due to high utilization of cash in other

corporate actions like buyback.

We expect our dividend policy to be in line with historic trends. The Board has the

discretion to recommend a higher or lower dividend keeping in mind the business

considerations and other corporate actions which result in high utilization of cash.

Procedure

Final dividend is declared either at the April Board meeting or Annual General Meeting

(AGM) of the shareholders on the basis of recommendations of the Board. The Board

may, at its discretion, also declare an interim dividend. The current practice is to

declare an interim dividend in the January Board Meeting and a final dividend at the

April Board meeting.

Other Salient Points

Retained Earnings may be used for corporate actions in accordance with applicable

law and for investments towards growth of the business. This Dividend Distribution

policy shall be applicable to equity shares as well as American Depository Receipts in

accordance with respective Securities & Corporate law.

Board Discretion

The Board may recommend special dividend as and when it deems fit.

Review

The Board will review the Dividend policy of the Company at regular intervals.

Disclosure of the policy

This policy will be uploaded on the website of the Company. The Company will

announce from time to time its capital allocation policy which is available at

www.wipro.com.

Internal - General Use

Capital Allocation Policy of Wipro Limited

Background

This policy applies to usage and distribution of available capital by Wipro Limited (the

“Company “or “Wipro”). Wipro is committed to adopting a progressive and forward

looking capital allocation policy that balances the internal and external factors like

need of the business, future growth plans, liquidity and return ratios, overall economic

conditions and expectations etc. The ‘Policy for Dividend Distribution’ as per SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 will be an

integral part of the overall capital allocation policy.

POLICY

The Board of Wipro has approved the following Capital Allocation Policy of the

Company after taking into consideration the strategic and operational cash

requirements: “Effective from Financial year 2021, the company expects to return

approximately 45%-50% of the Net income cumulatively on a block of 3 years period

through a combination of dividends and/or share buyback and/or special dividends,

subject to applicable laws and requisite approvals, if any.” Net Income has been

considered after adjusting for profit attributable to non-controlling interest (Minority

Interest). Dividend and buyback include applicable taxes.

Past trend on the payout has been provided in Annual Report.