Wipro Limited Postal Ballot Notice for Shareholder Approval on Director Appointments

Wipro Limited has issued a postal ballot notice seeking shareholder approval through the e-voting process for three special resolutions. The company has communicated this development to the stock exchanges in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The newspaper advertisements have been published in Business Standard and Kannada Prabha, and the complete notice is available on the company's official website.

The postal ballot notice seeks shareholder approval for the re-appointment of Ms. Tulsi Naidu (DIN: 03017471) as independent director of the company for a second term of five years effective from July 1, 2026. Additionally, the company is requesting approval for the appointment of Ms. Laura Marie Miller (DIN: 11546063) as independent director for five years from April 1, 2026. The third resolution pertains to the buyback of equity shares of the company.

E-Voting Schedule and Eligibility

The e-voting process will commence on Wednesday, April 22, 2026, at 9:00 AM IST and conclude on Thursday, May 21, 2026, at 5:00 PM IST. Shareholders whose names appear in the register of members or beneficial owners as of April 17, 2026, the cut-off date, are eligible to participate in the e-voting process. The company has engaged KFin Technologies Limited as the Registrar and Share Transfer Agent to facilitate the e-voting facility.

Sr. No. Special Resolution Description 1 Re-appointment of Ms. Tulsi Naidu (DIN: 03017471) as independent director for 5 years from July 1, 2026 2 Appointment of Ms. Laura Marie Miller (DIN: 11546063) as independent director for 5 years from April 1, 2026 3 Buyback of equity shares of the Company

Scrutinizers and Result Declaration

The Board of Directors has appointed M/s. V. Sreedharan & Associates, Company Secretaries, Bengaluru, represented by Mr. V. Sreedharan (FCS 2347; CP 833), Mr. Pradeep B. Kulkarni (FCS 7260; CP 7835), or Mrs. Shobha Shridhar (FCS F13360; CP 22649) as scrutinizers to conduct the e-voting process transparently. The results of the postal ballot will be declared by the company's chairman or authorized person through e-voting and published on or before Monday, May 25, 2026, on the company's website and the websites of BSE Limited and National Stock Exchange of India Limited.

Shareholders facing any difficulties during the e-voting process may contact KFin Technologies Limited via email or through the help section available on the company's website. The postal ballot notice is accessible on the company's investor relations page, stock exchange websites, and the RTA's website at https://evoting.kfintech.com .

Wipro has announced its audited financial results for Q4FY26 and the full year ended March 31, 2026, following Board approval on April 16, 2026. The IT services major reported strong quarterly performance with significant growth in profitability metrics while also announcing a substantial share buyback proposal for shareholders.

Board Meeting Outcomes and Regulatory Compliance

The Board of Directors meeting, held over April 15-16, 2026, concluded at 3:55 PM on April 16, 2026, with approval of multiple key resolutions. The company has fulfilled its regulatory obligations by publishing annual results under SEBI Regulation 47 in Financial Express and Kannada Prabha on April 17, 2026. The audited consolidated financial results were prepared in accordance with Indian Accounting Standards and received an unmodified audit opinion from statutory auditors Deloitte Haskins & Sells LLP.

Board Decisions: Details Meeting Duration: April 15-16, 2026 Results Approval: Q4FY26 & FY26 Financial Results Buyback Proposal: ₹150,000 crore at ₹250/share Director Reappointment: Ms. Tulsi Naidu for second term

Q4FY26 Financial Performance

Wipro delivered robust financial results for Q4FY26 with consolidated net profit reaching ₹35.22 billion, representing substantial growth from ₹31.20 billion in the previous quarter. The company's quarterly revenue stood at ₹242.36 billion compared to ₹235.50 billion QoQ, closely meeting analyst estimates of ₹243.43 billion. EBIT performance was particularly strong at ₹41.80 billion with margins expanding to 17.30%.

Q4FY26 Metrics: Actual Previous Quarter Analyst Estimate Net Profit: ₹35.22 billion ₹31.20 billion - Revenue: ₹242.36 billion ₹235.50 billion ₹243.43 billion EBIT: ₹41.80 billion ₹35.00 billion ₹41.58 billion EBIT Margin: 17.30% 14.83% 17.10%

IT Services Performance and Regional Growth

The company's IT Services revenue for Q4FY26 was $2.65 billion, reflecting sequential growth of 0.20% and degrowth of 0.20% on a YoY basis in constant currency terms. Operating margin came in at 17.30%, representing a contraction of 30 basis points sequentially. The order booking for the quarter was $3.50 billion, showing growth of 3.20% sequentially but degrowth of 13.90% YoY, with 14 large deals totaling $1.40 billion.

Regional Performance: Sequential Growth YoY Growth Americas 1: +0.30% +2.90% Americas 2: -2.60% -6.70% Europe: +2.00% Flat APMEA: +3.10% +0.80%

Major Share Buyback Initiative

The Board has approved a significant buyback proposal for up to 60 crore equity shares at ₹250.00 per share through the tender offer route. This represents 5.70% of the total paid-up equity share capital with an aggregate value not exceeding ₹150,000 crore. The buyback is proposed to be made from existing shareholders on a proportionate basis in accordance with SEBI Buy-Back Regulations, 2018 and the Companies Act, 2013.

Buyback Details: Specifications Share Price: ₹250.00 per share Total Shares: 60,00,00,000 shares Capital Percentage: 5.70% of paid-up capital Total Value: ₹150,000 crore Method: Tender offer route

Annual Performance FY26 and Strategic Developments

For the full year ended March 31, 2026, Wipro achieved gross revenue of ₹926.24 billion, up 4.00% YoY. The company maintained healthy operating margins at 17.20% for FY26, demonstrating consistent operational efficiency. IT Services revenue for the full year was $10.50 billion, reflecting YoY degrowth of 1.60% in constant currency. The company secured several strategic engagements including a transformational deal with Olam Group expected to exceed $1.00 billion in contract value.

Annual Metrics: FY26 FY25 Change Gross Revenue: ₹926.24 billion ₹890.90 billion +4.00% Net Income: ₹132.66 billion ₹131.40 billion +0.50% Operating Margin: 17.20% 17.00% +0.20%

Management Guidance and Future Acquisitions

For Q1FY27, Wipro expects IT Services revenue to be in the range of $2,597 million to $2,651 million, translating to sequential guidance of -2.00% to 0% in constant currency terms. The company has also announced post-reporting period events including agreements to acquire Mindsprint for USD 375 million and select customer contracts of Alpha Net Consulting for USD 70.80 million, both expected to conclude by quarter ending June 30, 2026. The buyback proposal is subject to shareholder approval through postal ballot and will be conducted in accordance with regulatory requirements.

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