6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer
Pursuant to Section 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the quarter ended March 31, 2004
Commission File Number 001-16139

Wipro Limited

(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Karnataka, India
(Jurisdiction of incorporation or organization)
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India +91-80-2844-0011
(Address of principal executive offices)

     Indicate by check mark registrant files or will file annual reports under cover Form 20-F or Form 40-F:

          Form 20-F x   Form 40-F o

     Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b) under the Securities Exchange Act of 1934.

          Yes o    No x

If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 2g 3-2(b).

Not applicable.

TABLE OF CONTENTS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6

EXHIBIT 99.7

EXHIBIT 99.8

EXHIBIT 99.9

EXHIBIT 99.10

DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     We hereby furnish the Commission with copies of the following information concerning our public disclosures regarding our results of operations for the quarter and financial year ended March 31, 2004. 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 April 16, 2004, we announced our results of operations for the three months and financial year ended March 31, 2004. We issued press releases announcing out results under U.S. Generally Accepted Accounting Principles (“GAAP”) and Indian GAAP, copies of which are attached to this Form 6-K as exhibits 99.1 and 99.2.

     On April 16, 2004, we held a press conference to announce our results, which was followed by a question-and-answer session with those attending the press conference. The transcript of this press conference is attached to this Form 6-K as exhibit 99.3. On the same day, we also held two teleconferences with investors and analysts to discuss our results. Transcripts of those two teleconferences are attached to this Form 6-K as exhibits 99.4 and 99.5.

     Our officers held a question-and-answer session with analysts from CNBC India on April 16, 2004. The transcript of this question-and-answer session is attached to this Form 6-K as exhibit 99.6.

     Our officers gave interviews with Dow Jones Newswires, Economic Times and the Times of India concerning our results. Copies of the transcripts of these interviews are attached as Exhibits 99.7, 99.8, and 99.9 respectively, to this Form 6-K.

     Last, we placed advertisements in certain Indian newspapers concerning our results of operations for the three months and financial year ended March 31, 2004 under Indian GAAP. A copy of the form of this advertisement is attached to this Form 6-K as exhibit 99.10.

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/ Suresh C. Senapaty
	Suresh C. Senapaty
	Executive Vice President, Finance

Dated: April 20, 2004

3

INDEX TO EXHIBITS

Exhibits
99.1	U.S. GAAP Press Release
99.2	Indian GAAP Press Release
99.3	Transcript of April 16, 2004 Press Conference
99.4	Transcript of April 16, 2004 11:45 a.m. Earnings Call
99.5	Transcript of April 16, 2004 6:45 p.m. Earnings Call
99.6	Transcript of April 16, 2004 CNBC India Question-and-Answer Session with Company’s Officers
99.7	Transcript of April 16, 2004 Dow Jones Interview with Suresh Senapaty, Executive Vice President, Finance of Wipro Limited
99.8	Transcript of April 16, 2004 Economic Times and Times of India Joint Interview with Suresh Vaswani, President, Wipro Infotech
99.9	Transcript of April 16, 2004 Times of India Interview with Sudip Bannerjee, President, Enterprise Solutions of Wipro Technologies
99.10	Form of Advertisement Placed in Indian Newspapers

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Sridhar Ramasubbu
	Wipro Limited
	650-316-3537

Results for the Year Ended March 31, 2004 under US GAAP
WIPRO RECORDS 23% GROWTH IN NET INCOME

Bangalore, India and Mountain View, California – April 16, 2004 – Wipro Limited (NYSE:WIT) today announced financial results under US GAAP for its fourth fiscal quarter and year ended March 31, 2004.

Highlights

Results for the year ended March 31, 2004:

Ø	Net Income was Rs. 9.99 billion ($230 million), representing an increase of 23% over the same period last year.
Ø	Revenue was Rs. 58.43 billion ($1.35 billion), representing an increase of 36% year on year.
Ø	Global IT Services & Products Revenue was Rs.43.47 billion ($1.00 billion), representing an increase of 44% over the same period last year.
Ø	Global IT Services & Products Earnings Before Interest and Tax (EBIT) was Rs. 9.30 billion ($214 million), representing an increase of 12% over the same period last year.
Ø	Rs. 10.82 billion ($249 million) cash generated from continuing operations.
Ø	Innovative Restricted Stock award scheme for employees introduced, subject to approval of shareholders.
Ø	The Board of Directors has also recommended a stock dividend on shares to shareholders (including to ADS holders) in the ratio of two additional shares for every one share held subject to shareholder approval in the Annual General Meeting scheduled in June 2004.
Ø	Board of Directors also recommends a one-time cash dividend of Rs. 25 per share/ADS ($ 0.58) on existing paid -up capital subject to shareholder approval in the Annual General Meeting scheduled in June 2004
Ø	Board of Directors recommends a cash dividend of Rs. 4 per share/ADS ($ 0.09) on existing paid-up capital (equivalent of Rs. 1.33 per share/ADS ($0.03) on the expanded capital, up from Rs. 1.00 per share on existing capital for year ended March 2003) subject to shareholder approval in the Annual General Meeting scheduled in June 2004

Results for the quarter ended March 31, 2004:

Ø	Global IT Services & Products Revenue was Rs.12.55 billion ($289 million), representing an increase of 46% over the same period last year.
Ø	Global IT Services & Products Earnings Before Interest and Tax (EBIT) was Rs. 2.96 billion ($68 million), representing an increase of 47% over the same period last year. EBIT was 23% of Revenues.
Ø	Global IT Services & Products added 35 new clients in the quarter (including 4 in its IT Enabled services operations)

Outlook for the Quarter ending June 30, 2004

Azim Premji, Chairman of Wipro commenting on the results said “Our combined IT products and services business achieved a significant landmark by recording Revenue of $1.2 billion. Revenue from our IT services businesses alone was $1 billion. During the year, we made significant progress toward our goal of being the preferred provider of comprehensive solutions for our customers; our focus on Innovation was a key enabler for this. Focused strategy coupled with improved execution facilitated by our Quality Initiative, resulted in value for our customers, the benefits of which are beginning to reflect in our results. We will pursue this path relentlessly. Looking ahead, for the quarter ending June 2004, we expect our Revenue from our Global IT Services business to be approximately $292 million.”

Vivek Paul, Vice Chairman, said “Record volume growth coupled with an improving pricing environment led to the third consecutive quarter of double -digit dollar Revenue growth resulting in a 51% Revenue growth for the year. For the quarter, our Technology business continued to rebound with 15% sequential growth, while our IT business maintained its momentum with 8% sequential growth. Service line wise too, our differentiated services, such as Technology Infrastructure Services, Package Implementation and Business Process Outsourcing grew faster than the overall growth rate of our Global IT Services & Products business. This broad-based business traction positions us well to grow in an uncertain environment. During the quarter, the Meta group has ranked Wipro among the top 10 global IT Service providers in North American Outsourcing market in its Meta Spectrum report. Coming as it is on the back of other industry recognitions such as among the top 10 global IT players in Forrester Wave for transformational capabilities in IT Outsourcing, it is a strong endorsement of our strategy”

Suresh Senapaty, Corporate Executive Vice President - Finance said, “During the quarter, better price realization in Offshore and Onsite projects, an increase in the proportion of Revenues from Offshore projects, continued operational improvements and proactive hedging strategies collectively helped us mitigate the impact of the Rupee’s appreciation against the Dollar and improve the Operating Margin in our Global IT Services business.”

Wipro Limited

Total Revenues for the year ended March 31, 2004, were Rs. 58.43 billion ($1.35 billion), representing a 36% increase over the corresponding period in the last year. Net Income for the year ended March 31, 2004 was Rs. 9.99 billion ($230 million), representing an increase of 23% over Net Income for the year ended March 31, 2003. Earnings Per Share was Rs. 43.20 ($1.00) for the year ended March 31, 2004, representing an increase of 23% over the Earnings Per Share of Rs. 35.03, for the corresponding period last year.

Total Revenues for the quarter ended March 31, 2004 were Rs.17.61 billion ($406 million), representing a 43% increase over the corresponding period in the previous year. Net Income was Rs. 3.25 billion ($75 million), representing an increase of 55% over the same period last year. Earnings per share was Rs. 14.07 ($0.32) for the quarter ended March 31, 2004, representing an increase of 55% over the earnings per share of Rs.9.06 for the quarter ended March 31, 2003.

Global IT Services and Products (75% of Revenues and 85% of Operating Income for year ended March 31, 2004)

Our Global IT Services and Products business segment recorded Revenue of Rs. 43.78 billion¹ ($1.00 billion) for the year ended March 31, 2004, representing an increase of 43% over the same period last year. EBIT was Rs.9.30 billion ($ 214 million) for the year ended March 31, 2004, representing an increase of 12% over last year. Operating Income to Revenue for the year ended March 31, 2004 was 21%, representing a

¹ Global IT Services & Products segment Revenues were Rs. 43.58 billion for the year ended March 31, 2004 under the Indian GAAP. The difference of Rs. 200 million ($ 4.6 million) is attributable to different revenue recognition standards under Indian GAAP and US GAAP.

decline of 6% from the year ended March 31, 2003. This decline was primarily due to the currency exchange rate appreciation of the Rupee against the Dollar, an increase in compensation costs and a higher proportion of Revenues from onsite services; partially offset by lower Selling, General and Administrative costs and increased utilization of professionals. EBIT for the year includes acquisition related charges of Rs. 300 million ($7 million), representing 0.7% of the segment Revenue, from the amortization of intangibles. Annualized Return on Capital Employed (ROCE) for the year ending March 31, 2004 was 44% compared to 60% for the year ended March 31, 2003.

We had 28,502 employees as of March 31, 2004, which includes 19,202 employees in IT Services business and 9,300 employees in IT Enabled services business. This represents a net addition of 9,922 people comprising of 5,728 in IT Services and 4,194 people in IT Enabled Services

India and Asia-Pac IT Services and Products (16% of Revenue and 7% of Operating Income for year ended March 31, 2004)

Our India and Asia-Pac Services and Products business segment (Wipro Infotech) recorded Revenue of Rs. 9.45 billion ($218 million) for the year ended March 31, 2004, representing an increase of 17% over the year ended March 31, 2003. EBIT for the year ended March 31, 2004, was Rs. 761 million ($18 million), representing an increase of 41% over the previous year.

Operating Margin for the year ended March 31, 2004 was 8%, representing an increase of 1% compared to the year ended March 31, 2003. Annualized Return on Capital Employed (ROCE) for the year ended March 31, 2004 was 49% compared to 55% for the year ended March 31, 2003.

Consumer Care & Lighting (6% of Revenue and 5% of Operating Income for year ended March 31, 2004)

Our Consumer Care & Lighting business segment recorded Revenue of Rs. 3.57 billion ($82 million) for the year ended March 31, 2004, representing a 21% increase over Revenue of Rs. 2.94 billion for the year ended March 31, 2003. EBIT was Rs. 546 million ($13 million) for the year ended March 31, 2004, representing a 29% increase over EBIT of Rs.422 million for the year ended March 31, 2003. Annualized Return on Capital Employed (ROCE) for the year ended March 31, 2004 was 85% compared to 62% for the year ended March 31, 2003.

Our results for the year ended March 31, 2004, computed under Indian GAAP and US GAAP, along with individual business segment reports are available in the Investor Relations section of our website at www.wipro.com.

Quarterly Conference call

Wipro will hold conference calls today at 11:45 AM Indian Standard Time (2:15 AM Eastern Time) and at 6:45 PM Indian Standard Time (9:15 AM Eastern) to discuss the company’s performance for the quarter and year ended March 31, 2004 and answer questions sent to email ID: Sridhar.ramasubbu@wipro.com An audio recording of the management discussions and the question and answer session will be available online and will be accessible in the Investor Relations section of the company website at www.wipro.com shortly after the live broadcast.

About Wipro Limited

We are the first P CMM Level 5 and SEI CMM Level 5 certified IT Services company globally. We provide comprehensive IT solutions and services, including systems integration, information systems outsourcing, package implementation, software application development and maintenance, and research and development services to corporations globally.

In the Indian market, we are a leader in providing IT solutions and services for the corporate segment in India offering system integration, network integration, software solutions and IT services. In the Asia Pacific and Middle East markets, we provide IT solutions and services for global corporations. We also have a profitable presence in niche market segments of consumer products and lighting.

Our ADSs are listed on the New York Stock Exchange, and our equity shares are listed in India on the Stock Exchange - Mumbai, and the National Stock Exchange, among others. For more information, please visit our websites at www.wipro.com and www.wiprocorporate.com

Forward-looking and cautionary statements

Certain statements in this release concerning our future growth prospects are forward-looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which we make strategic investments, withdrawal of fiscal governmental incentives, political instability, war, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. We do not undertake to update any forwardlooking statement that may be made from time to time by us or on our behalf.
# # #

(Tables to follow)

WIPRO LIMITED & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)

	Three Months Ended March 31									Year Ended March 31
	2003			2004			2004			2003			2004			2004
							Convenience									Convenience
							translation into US$									translation into US$
	(Unaudited)			(Unaudited)			(Unaudited)									(Unaudited)
Revenues :
Global IT Services and Products
Services		Rs. 8,605			Rs. 12,512		$	288			Rs. 30,118			Rs. 43,343		$	999
Products		4			35			1			149			122			3
India and AsiaPac IT Services and Products
Services		655			991			23			2,240			3,109			72
Products		1,760			2,476			57			5,801			6,305			145
Consumer Care and Lighting		767			988			23			2,942			3,567			82
Others		485			612			14			1,600			1,987			46
Total		12,276			17,614			406			42,850			58,433			1,346
Cost of Revenues:
Global IT Services and Products
Services		5,067			8,031			185			17,635			27,853			642
Products		1			20			—			103			78			2
India and AsiaPac IT Services and Products
Services		367			528			12			1,187			1,661			38
Products		1,471			2,218			51			5,100			5,643			130
Consumer Care and Lighting		519			705			16			2,008			2,355			54
Others		334			434			10			1,144			1,410			32
Total		7,759			11 ,936			275			27,177			39,000			899
Gross profit		4,517			5,678			131			15,673			19,433			448
Operating expenses :
Selling, general, and administrative exp		(1,797	)		(2,099	)		(48	)		(6,193	)		(8,450	)		(195	)
Research and development expenses		(140	)		(64	)		(1	)		(260	)		(232	)		(5	)
Amortization of intangible assets		(72	)		(85	)		(2	)		(166	)		(308	)		(7	)
Foreign exchange gains, net.		(14	)		177			4			307			377			(9	)
Others, net		44			11			0			125			81			2
Operating Income		2,538			3,618			83			9,486			10,901			251
Loss on direct issue of stock by subsidiary		—			—			—			—			(206	)		(5	)
Other income, net		92			318			7			718			868			20
Equity in Earnings / (losses) of affiliates		(96	)		101			2			(355	)		96			2
Income before income taxes and minority interest		2,534			4,037			93			9,849			11 ,659			269
Income taxes		(466	)		(760	)		(18	)		(1,342	)		(1,611	)		(37	)
Minority interest		—			(23	)		(1	)		(30	)		(56	)		(1	)
Income from continuing operations		2,068			3,254			75			8,477			9,992			230
Discontinued operations:
Loss from operations of discontinued corporate Internet services division (including loss on disposal of Rs. 246 for the year ended March 31 , 2003)		27			—			—			(537	)		—			—
Income tax benefit											159
Net income		Rs. 2,095			Rs. 3,254		$	75			Rs. 8,099			Rs. 9,992		$	230
Earnings per equity share: Basic
Continuing Operations		8.94			14.07			0.32			36.66			43.20			1.00
Discontinued operations		0.12			—			—			(1.63	)		—			—
Net income		9.06			14.07			0.32			35.03			43.20			1.00
Earnings per equity share: Diluted
Continuing operations		8.93			14.03			0.32			36.60			43.16			0.99
Discontinued Operations		0.12			—			—			(1.63	)		—			—
Net Income		9.05			14.03			0.32			34.97			43.16			0.99
Additional Information
Operating Income
Global IT Services & Products		Rs. 2,020			Rs. 2,960		$	68			Rs. 8,281			Rs. 9,300		$	214
India & AsiaPac IT Services & Products		275			381			9			539			761			18
Consumer Care & Lighting		102			135			3			422			546			13
Others		114			88			2			256			308			7
Reconciling Item		27			54			1			(12	)		(14	)		—
Total		Rs. 2,538			Rs. 3,618		$	83			Rs. 9,486			Rs. 10,901		$	251

WIPRO LIMITED & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in millions, except share data and unless stated otherwise)

	As of March 31,
	2003			2004			2004
							Convenience
							translation into
							US$
							(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		Rs. 6,283			Rs. 3,297		$	76
Accounts receivable, net of allowances		7,931			10,973			253
Costs and earnings in excess of billings on contracts in progress		1,379			2,100			48
Inventories		1,449			1,439			33
Investments in liquid and short-term mutual funds		7,814			18,479			426
Other investment securities		527			—			—
Deferred income taxes		215			279			6
Property, plant and equipment held for sale		13			—			—
Other current assets		3,016			4,772			110
Total current assets		28,627			41,339			953
Property, plant and equipment, net		7,310			9,257			213
Investments in affiliates		534			620			14
Deferred income taxes		65			162			4
Intangible assets, net		450			223			5
Goodwill		5,187			5,369			124
Other assets		608			768			18
Total assets		Rs. 42,781			Rs. 57,738		$	1,330
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Borrowings from banks		Rs. 509			Rs. 969		$	22
Current portion of long term debt		28			—			—
Accounts Payable		2,236			2,733			63
Accrued expenses		1,427			2,665			61
Accrued employee cost		1,261			2,012			46
Advances from customers		897			963			22
Other current liabilities		795			1,348			31
Total current liabilities		7,153			10,690			246
Other liabilities		196			277			6
Total liabilities		7,349			10,967			253
Minority interest		—			407			9
Stockholders’ equity
Equity shares at Rs. 2 par value: 375,000,000 shares authorized; Issued and outstanding: 232,563,992 and 232,759,1 52 shares as of March 31 ,2003 and 2004		465			465			11
Additional paid-in capital		6,947			7,177			165
Deferred stock compensation		(64	)		(10	)		(0	)
Accumulated other comprehensive income		1			919			21
Retained earnings		28,083			37,813			871
Equity shares held by a controlled Trust: 1 ,303,610 and 1,314,510 shares as of March 31, 2003 and 2004		*			*			*
Total stockholders’ equity		35,432			46,364			1,068
Total liabilities and stockholders’ equity		Rs. 42,781			Rs. 57,738		$	1,330
* Equity shares held by a controlled trust		Rs. (75,000	)		Rs. (75,000	)	$	(1,728	)

EX-99.2

EXHIBIT 99.2

Results for the quarter and year ended March 31, 2004 under Consolidated Indian GAAP
Wipro records 42% growth in Profit After Tax for quarter ended March 2004
Surpasses billion dollar Revenues in Global IT Service businesses including India & Asia Pac IT
business for the year

Bangalore, April 16, 2004 –Wipro Limited today announced its audited results approved by the Board of Directors for the year ended March 2004.

Highlights:
Results for the year ended March 31, 2004:

• Profit After Tax of Rs. 1 0.32 billion, an increase of 26% year on year (YoY)

• Revenue of Rs. 58.81 billion, increase of 36% YoY

• Global IT Services & Products Revenue- Rs.43.58 billion, increase of 43% YoY

• Global IT Services & Products Profits Before Interest & Tax (PBIT)-Rs. 9.54 billion, increase of 13% YoY

• Innovative Restricted Stock Award scheme for employees introduced, subject to approval of shareholders

• Board of Directors recommends issue of bonus shares to shareholders (including to ADS holders) in the ratio of two additional shares for every one share held subject to shareholder approval in the Annual General Meeting scheduled in June 2004.

• Board of Directors also recommends a one -time cash dividend of Rs. 25 per share/ADS on existing paid-up capital subject to shareholder approval in the Annual General Meeting scheduled in June 2004

• Board of Directors recommends a normal cash dividend of Rs. 4 per share/ADS on existing paid-up capital (equivalent of Rs. 1.33 per share on the expanded capital, up from Rs. 1.00 per share on existing capital in 2002-03) subject to shareholder approval in the Annual General Meeting scheduled in June 2004

Results for the quarter ended March 31, 2004:

• Global IT Services & Products Revenue- Rs.12.55 billion ($276 million), an increase of 44% YoY

• Global IT Services & Products PBIT — Rs. 2.97 billion, an increase of 39% YoY. Operating Margin — 24%, an increase of 2% over the quarter ended December 31, 2003

• Global IT business posted third consecutive quarter of sequential double digit dollar Revenue growth & Operating Margin expansion

• Global IT Services & Products added 35 new clients in the quarter (including 4 in its IT Enabled services operations)

• India, Middle East & Asia Pac business Revenue — Rs. 3.67 billion, increase of 50% YoY; PBIT — Rs. 399 million, increase of 66% YoY.

Outlook for the Quarter ending June 30, 2004

Azim Premji, Chairman of Wipro commenting on the results said “Our combined IT products and services business achieved a significant landmark by recording Revenue of $1.2 billion. Revenue from our IT Services businesses alone was $1 billion. During the year, we made significant progress toward s our goal of being the preferred provider of comprehensive solutions for our customers; our focus on Innovation was a key enabler for this. Focused strategy coupled with improved execution facilitated by our Quality Initiative, resulted in value for our customers, the benefits of which are beginning to reflect in our results. We will pursue this path relentlessly. Looking ahead, for the quarter ending June 2004, we expect our Revenue from our Global IT Services business to be approximately $292 million.”

Vivek Paul, Vice Chairman, said “Record volume growth coupled with an improving pricing environment led to the third consecutive quarter of double-digit Dollar Revenue growth resulting in a 51% Revenue growth for the year. For the quarter, our Technology business continued to rebound with 15% sequential growth, while our IT business maintained its momentum with 8% sequential growth. Service line wise too, our differentiated services, such as Technology Infrastructure Services, Package Implementation and Business Process Outsourcing grew faster than the overall growth rate of our Global IT Services & Products business. This broad-based business traction positions us well to grow in an uncertain environment. During the quarter, the Meta group has ranked Wipro among the top 10 global IT Service providers in North American Outsourcing market in its Meta Spectrum report. Coming as it is on the back of other industry recognitions such as among the top 10 global IT players in Forrester Wave for transformational capabilities in IT Outsourcing, it is a strong endorsement of our strategy”

Suresh Senapaty, Corporate Executive Vice President — Finance said, “During the quarter, better price realization in Offshore and Onsite projects, an increase in the proportion of Revenues from Offshore projects, continued operational improvements and proactive hedging strategies collectively helped us mitigate the impact of the Rupee’s appreciation against the Dollar and improve the Operating Margin in our Global IT Services business.”

Wipro Limited

Revenues for the year ended March 31, 2004, were Rs. 58.81 billion, representing a 36% increase YoY. Profit after Tax for the year was Rs. 10.32 billion, an increase of 26% YoY. Revenues for the quarter ended March 31, 2004, were Rs.17.86 billion, increase of 44% YoY. Profit after Tax was Rs. 3.21 billion, an increase of 42% YoY.

Global IT Services and Products

Global IT Services & Products reported Revenues of Rs. 43.58 billion for the year ended March 31, 2004, representing an increase of 43% YoY and PBIT of Rs. 9.54 billion, an increase of 13% YoY.

For the quarter ended March 31, 2004, Global IT Services & Products grew its Revenue by 44% YoY to Rs. 12.55 billion and PBIT increased by 39% YoY to Rs. 2.97 billion. Operating Income to Revenue at 24% increased by 2% sequentially and declined by 1% YoY. R&D Services contributed 33% of the Revenue of Global IT Services. Enterprise Business contributed 56% of Revenues with the balance 11% being contributed by IT Enabled services.

We had 28,502 employees as of March 31, 2004, which includes 19,202 employees in IT Services business and 9,300 employees in IT Enabled services business. This represents a net addition of 9,922 people comprising of 5,728 in IT Services and 4,194 people in IT Enabled Services for the year. Global IT Services and Products accounted for 70% of the Revenue and 82% of the PBIT for the quarter ended March 31, 2004.

Global IT Services and Products accounted for 70% of Revenue and 82% of the PBIT for the quarter ended March 31, 2004.

Wipro Infotech – Our India, Middle East & Asia Pacific IT Services & Products business

For the year ended March 31, 2004, Wipro Infotech recorded Revenues of Rs.9.76 billion, representing an increase of 16% YoY. PBIT grew by 42% YoY to Rs.792 million. Services business contributed to 32% of total Revenue during the year. Services Revenues grew by 40% compared to the previous year, fuelled by growth in Infrastructure Management Services, System Integration, Software Solutions and Consulting.

For the quarter ended March 31, 2004, Wipro Infotech recorded Revenues of Rs.3.67 billion representing an increase of 50% YoY. PBIT grew by 66% YoY to Rs.399 million. Services Revenue grew by 55% YoY and contributed to 27% of the total Revenue for the quarter.

Wipro Infotech accounted for 21% of Revenue and 11% of the PBIT for the quarter ended March 31, 2004.

Wipro Consumer Care & Lighting

Wipro Consumer Care and Lighting business recorded Revenue of Rs. 3.65 billion with PBIT of Rs.551 million for the year ended March 31, 2004. PBIT to Revenue was 15% for the year.

For the quarter ended March 31, 2004, Wipro Consumer Care and Lighting business recorded Revenue of Rs. 1.02 billion with PBIT of Rs.136 million contributing 6% of total Revenue and 4% of the Profit before Interest and Taxes for the quarter. PBIT to Revenue was 1 3% for the quarter.

Wipro Limited

For the year ended March 31, 2004, the Return on Capital Employed in Global IT Services was 47%, Wipro Infotech was 53%, Consumer Care and Lighting was 86%. At the Company level, the Return on Capital Employed was 30%, lower due to inclusion of cash and cash equivalents of Rs. 21.8 billion in Capital Employed (56% of Capital Employed).

For Wipro Limited, Profit after Tax from continuing operations computed in accordance with US GAAP for the year ended March 31, 2004, was Rs. 9.99 billion, an increase of 23% YoY. The net difference between profits computed in accordance with Indian GAAP and US GAAP is primarily due to different Revenue recognition standards, accounting for deferred stock compensation expenses and amortization of intangible assets.

Global IT Services & Products segment Revenues were Rs. 43.7 8 billion for the year ended March 31, 2004, under US GAAP. The difference of Rs. 200 million is attributable to different Revenue recognition standards under Indian GAAP and US GAAP.

Quarterly Conference call

Wipro will hold conference calls today at 11:45 AM Indian Standard Time (2:15 AM Eastern Time) and at 6:45 PM Indian Standard Time (9:15 AM Eastern) to discuss the company’s performance for the quarter and answer questions sent to email ID: lakshminarayana.lan@wipro.com An audio recording of the management discussions and the question and answer session will be available online and will be accessible in the Investor Relations section of the company website at www.wipro.com shortly after the live broadcast.

About Wipro Limited

We are the first PCMM Level 5 and SEI CMM Level 5 certified IT Services company globally. We provide comprehensive IT solutions and services, including systems integration, information systems outsourcing, package implementation, software application development and maintenance, and research and development services to corporations globally.

In the Indian market, we are a leader in providing IT solutions and services for the corporate segment in India offering system integration, network integration, software solutions and IT services. In the Asia Pacific and Middle East markets, we provide IT solutions and services for global corporations. We also have a profitable presence in niche market segments of consumer products and lighting.

Our ADSs are listed on the New York Stock Exchange, and our equity shares are listed in India on the Stock Exchange - Mumbai, and the National Stock Exchange, among others. For more information, please visit our websites at www.wipro.com and www.wipro.co.in

US GAAP financials on website

Condensed financial statements of Wipro Limited computed under the US GAAP along with individual business segment reports are available in the Investor Relations section at www.wipro.com.

Contact for Investor Relation	Contact for Media & Press
K R Lakshminarayana	Sandhya Ranjit
Corporate Treasurer	Manager-Corporate Communications
Phone: +91 -80-2844-0079	+91 -80-2844-0056
Fax:      +91 -80-2844-0051	+91 -80-2844-0350
lakshminarayana.lan@wipro.com	sandhya.ranjit@wipro.com

Forward looking and cautionary statements

Certain statements in this release concerning our future growth prospects are forward looking statements, which involve a number of risks, and uncertainties that could cause actual results to differ materially from those in such forward looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding fluctuations in earnings, our ability to manage growth, intense competition in IT services including those factors which may affect our cost advantage, wage increases in India, our ability to attract and retain highly skilled professionals, time and cost overruns on fixed-price, fixed-time frame contracts, client concentration, restrictions on immigration, our ability to manage our international operations, reduced demand for technology in our key focus areas, disruptions in telecommunication networks, our ability to successfully complete and integrate potential acquisitions, liability for damages on our service contracts, the success of the companies in which Wipro has made strategic investments, withdrawal of fiscal

governmental incentives, political instability, legal restrictions on raising capital or acquiring companies outside India, unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our filings with the United States Securities and Exchange Commission. These filings are available at www.sec.gov. Wipro may, from time to time, make additional written and oral forward looking statements, including statements contained in the company’s filings with the Securities and Exchange Commission and our reports to shareholders. Wipro does not undertake to update any forward-looking statement that may be made from time to time by or on behalf of the company.

# Tables to follow

WIPRO LIMITED

AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE THREE MONTHS PERIOD ENDED MARCH 31, 2004 (Rs. in Million)

	Three months ended March 31,									Year ended
Particulars	2004			2003			Growth %			March 31, 2004
Segment Revenue
Global IT Services & Products		12,549			8,692			44	%		43,575
India & AsiaPac IT Services & Products		3,666			2,450			50	%		9,762
Consumer Care & Lighting		1,020			781			31	%		3,649
Others		628			454						1,826
Continuing Operations		17,863			12,377			44	%		58,812
Discontinued ISP Business		—			—						—
TOTAL		17,863			12,377			44	%		58,812
Profit before Interest and Tax (PBIT)
Global IT Services & Products		2,966			2,129			39	%		9,539
India & AsiaPac IT Services & Products		399			241			66	%		792
Consumer Care & Lighting		136			107			27	%		551
Others		119			125						277
Continuing Operations		3,620			2,602			39	%		11,159
Discontinued ISP Business		—			—						—
TOTAL		3,620			2,602			39	%		11,159
Interest / Other income *		343			107						873
Profit Before Tax		3,963			2,709			46	%		12,032
Income Tax expense		(759	)		(382	)					(1,681	)
Profit before extraordinary items		3,204			2,327			38	%		10,351
Discontinuance of ISP business		—			26						—
Profit before equity in earnings / (losses) of Affiliates and minority interest		3,204			2,353			36	%		10,351
Equity in earnings of affiliates		28			(96	)					23
Minority interest		(24	)		(3	)					(59	)
Profit after tax		3,208			2,254			42	%		10,315
Operating Margin
Global IT Services & Products		24	%		24	%					22	%
India & AsiaPac IT Services & Products		11	%		10	%					8	%
Consumer Care & Lighting		13	%		14	%					15	%
Continuing Operations		20	%		21	%					19	%
TOTAL		20	%		21	%					19	%
CAPITAL EMPLOYED
Global IT Services & Products		21,732			18,536						21,732
India & AsiaPac IT Services & Products		1,941			1,075						1,941
Consumer Care & Lighting		596			682						596
Others		14,498			15,082						14,498
Continuing Operations		38,767			35,375						38,767
Discontinued ISP Business		—			(7	)					—
TOTAL		38,767			35,368						38,767
CAPITAL EMPLOYED COMPOSITION
Global IT Services & Products		56	%		52	%					56	%
India & AsiaPac IT Services & Products		5	%		3	%					5	%
Consumer Care & Lighting		1	%		2	%					1	%
Others		38	%		43	%					38	%
TOTAL		100	%		100	%					100	%
Return on average capital employed from continuing business
Global IT Services & Products		58	%		52	%					47	%
India & AsiaPac IT Services & Products		93	%		85	%					53	%
Consumer Care & Lighting		97	%		66	%					86	%
Continuing Operations		33	%		30	%					30	%
TOTAL		35	%		30	%					30	%

* Other Income for the quarter ended 31^st March 2004 includes profit on sale of land – Rs. 107 Mn

	Note to segment report:
1.	The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the Accounting Standard 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.
2.	The Company has three geographic segments: India, USA and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographic segments based on domicile of the customers is outlined below:

Geography	March 31, 2004		%			March 31, 2003			%
India		5,725		32	%		3,548	29	%
USA		8,738		49	%		5,791	47	%
Rest of the World		3,400		19	%		3,038	25	%
Total		17,863		100	%		12,377	100	%

3.	For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.
4.	Effective April 1, 2003, Wipro Spectramind is included in the Global IT Services segment. Wipro Nervewire, the business acquired in May 2003, is included in Global IT Services segment.
	In April 2003, the Company restructured the HealthScience business segment. The HealthScience business which addresses the IT requirement of clients in healthcare and life sciences sector and Wipro Healthcare IT, the Company acquired in August 2002, is a part of the Global IT Services and Products segment. Wipro Biomed, a business segment that was reported as part of the HealthScience segment has now been reported as part of Others’. Segment data for previous periods has been reclassified to make it comparable.
5.	In accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India, the consolidated financial statements of Wipro Limited include the financial statements of all subsidiaries which are more than 50% owned and controlled.
6.	The company has a 49% equity interest in Wipro GE Medical Systems Private Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The rights conferred to Wipro are primarily protective in nature and the Management believes that these specific rights do not confer joint control as defined in Accounting Standard 27 “Financial Reporting of Interest in Joint Venture”. Consequently, WGE is not considered as a joint venture and consolidation of financial statements are carried out as per equity method in terms of Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial statements”.
7.	In accordance with the guidance provided in Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” WeP Peripherals have been accounted for by equity method of accounting.

WIPRO LIMITED

AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE YEAR ENDED MARCH 31, 2004 (Rs. in Million)

	YEAR ended March 31,
Particulars	2004			2003			Growth %
Segment Revenue
Global IT services & Products		43,575			30,487			43	%
India & AsiaPac IT Services & Products		9,762			8,395			16	%
Consumer Care & Lighting		3,649			2,991			22	%
Others		1,826			1,468
Continuing Operations		58,812			43,341			36	%
Discontinued ISP Business		—			42
TOTAL		58,812			43,383			36	%
Profit before Interest and Tax (PBIT)
Global IT services & Products		9,539			8,451			13	%
India & AsiaPac IT Services & Products		792			557			42	%
Consum er Care & Lighting		551			436			26	%
Others		277			240
Continuing Operations		11,159			9,684			15	%
Discontinued ISP Business		—			(182	)
TOTAL		11,159			9,502			17	%
Interest /Other income *		873			634
Profit Before Tax		12,032			10,136			19	%
Income Tax expense		(1,681	)		(1,276	)
Profit before extraordinary items		10,351			8,860			17	%
Discontinuance of ISP business		—			(263	)
Profit before equity in earnings / (losses) of Affiliates and minority interest		10,351			8,597			20	%
Equity in earnings of affiliates		23			(355	)
Minority interest		(59	)		(37	)
Profit after tax		10,315			8,205			26	%
Operating Margin
Global IT services & Products		22	%		28	%
India & AsiaPac IT Services & Products		8	%		7	%
Consumer Care & Lighting		15	%		15	%
Continuing Operations		19	%		22	%
TOTAL		19	%		22	%
CAPITAL EMPLOYED
Global IT services & Products		21,732			18,536
India & AsiaPac IT Services & Products		1,941			1,075
Consumer Care & Lighting		596			682
Others		14,498			15,082
Continuing Operations		38,767			35,375
Discontinued ISP Business		—			(7	)
TOTAL		38,767			35,368
CAPITAL EMPLOYED COMPOSITION
Global IT services & Products		56	%		52	%
India & AsiaPac IT Services & Products		5	%		3	%
Consumer Care & Lighting		1	%		2	%
Others		38	%		43	%
TOTAL		100	%		100	%
Return on average capital employed from continuing business
Global IT Services & Products		47	%		62	%
India & AsiaPac IT Services & Products		53	%		54	%
Consumer Care & Lighting		86	%		60	%
Continuing Operations		30	%		31	%
TOTAL		30	%		31	%

*  Other Income for the quarter ended 31^st March 2004 includes profit on sale of land – Rs. 107 Mn

	Note to segment report:
8.	The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the Accounting Standard 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.
9.	The Company has three geographic segments: India, USA and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographic segments based on domicile of the customers is outlined below:

								(Rs. in Million)
Geography	March 31, 2004		%			March 31, 2003		%
India		15,205		26	%		12,629		29	%
USA		30,868		52	%		19,637		45	%
Rest of the World		12,739		22	%		11,117		26	%
Total		58,812		100	%		43,383		100	%

10.	For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.
11.	Effective April 1, 2003, Wipro Spectramind is included in the Global IT Services segment. Wipro Nervewire, the business acquired in May 2003, is included in Global IT Services segment.
	In April 2003, the Company restructured the HealthScience business segment. The HealthScience business which addresses the IT requirement of clients in healthcare and life sciences sector and Wipro Healthcare IT, the Company acquired in August 2002, is a part of the Global IT Services and Products segment. Wipro Biomed, a business segment that was reported as part of the HealthScience segment has now been reported as part of Others’. Segment data for previous periods has been reclassified to make it comparable.
12.	In accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India, the consolidated financial statements of Wipro Limited include the financial statements of all subsidiaries which are more than 50% owned and controlled.
13.	The company has a 49% equity interest in Wipro GE Medical Systems Private Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The rights conferred to Wipro are primarily protective in nature and the Management believes that these specific rights do not confer joint control as defined in Accounting Standard 27 “Financial Reporting of Interest in Joint Venture”. Consequently, WGE is not considered as a joint venture and consolidation of financial statements are carried out as per equity method in terms of Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial statements”.
14.	In accordance with the guidance provided in Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” WeP Peripherals have been accounted for by equity method of accounting.

EX-99.3

EXHIBIT 99.3

Wipro Limited Q4 03-04 Results Press Conference
April 16, 2004

Vijay Gupta: A warm welcome to all of you to the Wipro campus and to the press conference. The structure of the press conference remains the same. We will be starting with the statement by Mr. Premji and then it will be followed by question and answers. We can go up to 11:30 or so, and I would also request you to join us for high tea after that. I would now request Mr. Premji for his statement. Thank you.

Azim Premji: Good morning to all of you all and I would like to thank you for being present again after one year. The detailed results for the quarter and the detailed results for the year ended March 31, 2004, are with you in your press docket, and some of you would have had a chance to go through them. The board of directors has recommended a bonus issue of two additional shares per every one share held. The board has also recommended normal dividend of Rs. 4 per share and a one-time dividend of Rs. 25 per share on the existing capital prior to the bonus issue. Let me share with you some of our thoughts on our performance and our prospects. The year 2003-2004, was a defining year for Wipro in many ways. We went past the $1 billion mark at the corporation level as well as in our combined IT services business. And I repeat IT services business because our revenue along with our IT hardware business was in excess of 1.2 billion US dollars. We continued on our journey to be a comprehensive solutions provider for our customers through both organic as well as inorganic initiatives. We successfully integrated our acquisitions and drove significant synergies. Every vertical, every geography, and every service line witnessed robust revenue growth. Our strategy to remain focused on technology business paid rich dividends this year as our telecom OEM practice led to our growth with a 53% year-on-year growth in revenue. In a year where signification Rupee appreciation against the dollar and increase in compensation costs put pressure on profitability and operating margins, we expanded our operating margins in our global IT business for three consecutive quarters, cumulatively improving operating margins by over 250 basis points. In summation, the year 2003-2004 was a year when we demonstrated the resilience of our business model with healthy growth in revenue as well as in profits. Our India, Asia-Pacific, and Middle East business, Wipro Infotech, demonstrated its leadership position with a strong growth in revenues and expansion in operating margins. With similar good performance from our other businesses as well including Wipro Consumer Care and Lighting, we have had a satisfactory year. If 2003-2004 was a defining year, prospects for 2004-2005 seem even more exciting. Offshore outsourcing has delivered tangible business benefits to our customers; benefits which they are able to measure, to understand and to appreciate. This is evidenced by the sustained momentum we are seeing in volumes of business. This trend will continue and perhaps accelerate. Customers want to try out Indian IT services vendors for newer practices and newer services. Our uniqueness, in terms of having a wide range of services backed by reference-able customers and our ability to incubate newer services and quickly ramp them up, positions us very well to achieve our stated goal of growing faster than the industry. Through all these opportunities, we will have to manage newer challenges such as growing scale and a firm Rupee. However, the strength of our performance last year gives us confidence that we are in good shape to shape the opportunities and face the challenges that this year will provide. Our focus to deliver robust results in the short term does not in any way take our focus away from our long-term strategy. We are aware that our journey to achieve our vision to be among the top 10 IT services company is far from over. Our strategy on acquisitions has broadly worked well and we continue to look for inorganic opportunities to enhance our skill sets and differentiators. We will continue to invest for the future, both organically as well as inorganically. For as I have said before, the key to delivering sustainable shareholder value is to balance the demands of the short term with the requirements of the long term.

Thank you again for being here and we will be very happy to take questions. I have my colleagues on the table. Right at the left is Vineet Aggarwal, who is the President of Wipro Consumer Care and Lighting. Next to him is Suresh Senapaty, who is our Chief Financial Officer. Next to him is Vivek Paul, who is our Vice Chairman. Next to him is Suresh Vaswani,

who is the President of Wipro Infotech, and next to him is Raman Roy, who is the Chairman of and Chief Executive Officer of Wipro Spectramind.

Journalist: I have two questions. As your businesses grow, will your social commitment also increase? And the second question is what next?

Azim Premji: We have very extended social commitment in “Wipro Applying Thought in Schools”. We are currently working in over 100 schools all over the country and we are expanding this network most of this year. We also have a major social commitment in primary education in the villages of India through a foundation called Azim Premji Foundation, and we are now expanding from Karnataka and Andhra Pradesh to other states which include Madhya Pradesh, which includes certain eastern states and will eventually include a few North Indian states. We are also considering whether we should expand our operations in parts of Gujarat. So, if anything, our social commitment now has taken rapid root, deep root, and is being done with a complete focus on primary education. In terms of what is our next step? Our next step very clearly is to grow ahead of the market, to continue to be profitable to our shareholders, and to continue to go up the value chain in terms of the quality of services and the quality of satisfaction and differentiation, which we continue to offer to our customers. We also find that the domestic market in information technology is rapidly scaling up. It is of a respectable size, it is of a respectable profitability, and we see major forward opportunities in that.

Journalist: I am from Economic Times. The question here is, the outlook for the next quarter is almost flat. What is the reason?

Vivek Paul: Yeah, there seems to be some confusion that the last quarter numbers were 289 going to 292. Actually the numbers for the last quarter was 276 and so the growth is actually 5.6%.

Journalist: Mr. Paul, this is Raghvendra from Business Standard, if you could just take a minute and give us the margin story - over the last four quarters, how it has risen, and especially the last quarter seems to be very high, 24% - it would be nice. And my second question is for Mr. Senapaty, this is regarding the tax notice that has been served by the IT department. I just want you to explain Wipro’s position currently. Section 10A actually says that these entities should have been declared as separate entities for them to avail some kind of a tax exemption. How has Wipro actually declared while these entities were set up, and secondly, were these entities, which are these entities we are talking about here, I mean, can you specifically tell us which are these entities in question?

Vivek Paul: So, let me take the first part about the margins. I guess you know if you look at it, when we had talked about margins and the pressure on margins, we had talked about the fact that there were three pressures; one was pricing, the other was foreign exchange, and the third was rising compensation cost. And as you look at each of those three, they have all been mitigated. If you look at the pricing, the pricing has gone from being a net negative to a net positive. And if you look at this quarter, we had a 3% sequential pricing growth. Now, about 2.5% of that was effective yield and 0.5% was actual price, you know, sort of apples to apples getting prices up. So, I do not want to be terribly bullish about getting massive price increases, but certainly it is not the down swing that it used to be. The second is on foreign exchange; if you look at the foreign exchange story, we have actually significantly increased our hedge, and as things stand right now, and Suresh can talk about it more, we have $900 million in hedges out there and that is a pretty substantial amount. It helps us escape much of the impact of the foreign exchange. The third is compensation cost, and it is indeed true that we have some compensation cost pressures. In fact if you will recall, at the last session we had, I talked about the fact that we had passed a compensation increase in October, that was higher for people who were more senior and lower for people who are more junior, but then we were beginning to see pressure in terms of re-looking at junior salaries, and we did in fact pass a compensation increase for juniors in the last quarter and we were still able to achieve the operating margin results. So, we have been able

to offset the compensation costs by a combination of factors. I think, one is, we have been able to get productivity by having SG&A gearing since our sales go up, those fixed costs need not go up as fast as sales, and of course tighter management. I think the second is that we have been able to move more work offshore and that gives us a higher margin as well. So, I think that productivity, SG&A gearing, and offshore ratios you know, and productivity including everything like utilization improvement, six-sigma projects, etc., I would say that is the way we have managed that equation.

Journalist: Sorry to interrupt, what is the offshore-onsite mix as of know, I mean, when you say more work has been moved offshore?

Vivek Paul: It was 59%, it is 58%. That’s onsite.

Suresh Senapaty: Coming to your question on the tax, I think we have stated in the past that there is a demand and we have got it legally vetted from an outside counsel including our own counsel. We believe that bulk of that order is not sustainable as a result of which no provision has been made. Off the 261 crores, about 230 crores is not provided because we think it is not sustainable. And so far as the issue of whether we have declared them as a STP units, etc., of course whatever is required under the law has been complied with and that is the reason why we think the order is not sustainable.

Journalist: I was also given to understand that you will be going for staying the notice in the Indian courts?

Suresh Senapaty: Yes, we would go and appeal against this particular order pretty soon. There is time line available for that and we will be doing that.

Journalist: I am Avinash from Express Computer Magazine. I have three questions. First is basically the kind of acquisitions you are looking for in the future, what kind of specialized companies you would be looking for? Any particular specialization or something you are looking for in a company, and would it be overseas companies or Indian companies, what kind of acquisitions you are looking for. Secondly, how many clients did Wipro add during the last quarter? Thirdly, what was the attrition rate during the last quarter? How many employees left during the last quarter? Three questions.

Vivek Paul: Okay. So let me take them one by one. In terms of clients added, it was 35. That includes all the businesses – BPO, R&D, and IT. If you look at some of the client mix, roughly under half were in the US, so there was a good client accretion outside the US as well.

Suresh Senapaty: In the Last quarter, we had an attrition rate of 17%, which is same as the quarter before in the IT services business. Amongst the 35 customers that we have added, about 15 of them are Fortune 1000 and Global 500 companies.

Azim Premji: But you know we must be clear that when we report attrition, we report it for the quarter. If you were to take the attrition for the trailing four quarters, it comes to approximately 14%. Is that correct?

Vivek Paul: It is correct, 14%.

Journalist: Mr. Senapaty, this is regarding the bonus issue – 2:1 issue is coming as a big surprise actually. So if you could just talk to us about what are the reasons for going for 2:1 issue, it would be nice. And also from a shareholders perspective, what will the liquidity be, I mean, what will this increase to, what is the current holding, public holding, and what will happen after this bonus issue, in layman terms could you just explain that please.

Suresh Senapaty: Yeah, actually if you look at the track record of Wipro, Wipro has always believed in increasing the liquidity through more and more bonus shares. We have been doing it in the past. The last bonus in 1998 was again 2:1 bonus, and we will continue with that at this time. The reason was a) continue to be increase the liquidity, and after having given this 2:1, we think, after the float stocks that are available and when that gets quadrupled, it is amongst the largest in terms of the number of shares available on a float basis. And that not only creates an additional float in India, it also creates an additional float in the US market where we are listed in the New York Stock Exchange in the form of ADRs. Plus, this also gives us an increased base for us to give more dividend. It also gives us, you know, we could afford in terms of the reserve to the paid-up capital ratio and therefore we were able to capitalize the reserves to be able to give this bonus issue. The combination of these four factors has made us to decide in this favor.

Journalist: Just wanted to know what is innovative restricted stock award, what exactly is that?

Suresh Senapaty: Right, you know, so far we have been on the WESOP plan, Wipro Employees’ Stock Option plan, and based on some of the controversy or some of the discussion that is happening in the market, in the accounting standards, though there is no finality as yet, it looks like that there is to be a charge into the P&L account based on a Black and Scholes valuation of the options, which are given as market price or whatever. Now, our own assessment is the charge to the P&L account is not commensurate with the benefit that an employee perceives. And given that we were looking for another kind of an instrument which still can help us give us a benefit in addition to the normal salaries to be able to hire, lock into, reward the talent, and retain the talent, etc. Looking at various options that we had, we thought this is the best approach where the restricted stock indeed will be an instrument where it is given to the select few with a vesting schedule, and on the vesting they could exercise within a time frame, and generally the exercise price will be determined at the time of the grant, it could be a face value to a market price as and when the compensation committee decides. And if it is at a discount to the market price, the differential will be taken as a hit to the P&L account, and it will continue to have the benefit under the SEBI guidelines and Indian Income Tax guidelines. With similar tax provision in the hands of the employee, which means, it gets taxed as a capital gains tax, if they have held on to it for one year after it gets exercised. So, you have the benefit of the taxation, you have the benefit of charge to the P&L account commensurate with the perceived value by the employee, which is win-win for all as opposed to the earlier equation which was not necessarily comfortable to either.

Journalist: What is the position on the income tax, you know, due over 200 crores?

Suresh Senapaty: I just explained, where we said that we will soon be going for appeal against that particular order. We have been advised by counsel that it is not an order which is sustainable, and therefore, against the 261 crores of demand that is there, about 230 crores is not provided because we think it is not sustainable.

Azim Premji: The balance Rs. 30 crores has already been provided in the accounts.

Journalist: Yeah, I have a question here on the margin for Wipro Infotech as well as Consumer Care and Lighting. There seems to be some surprises this quarter because I think this significant rise compared to the year ago in the Infotech margins. Perhaps you could explain the reasons behind this or whether it is because of positive upside of the dollar or something like that, and in a rebounding consumer market, the consumer care margins seems to have gone down in the latest quarter, also seems surprising. Can we have some explanation please?

Azim Premji: I am requesting Mr. Suresh Vaswani to take the question about Wipro Infotech and then Vineet Aggarwal will take the question on Wipro Consumer Care and Lighting.

Suresh Vaswani: The operating margins of the business have gone up by 1% in quarter four and approximately a percent and a half over the full year period over the last year. See, there are a

couple of factors which are contributing to this. Number one, there has been a marked improvement in our revenue performance and we have had a 50% growth in revenue in Q4 over the same period last year. Second is, we have been investing a lot in the India, Asia-Pacific and the Middle East market, especially on the software side and the consulting side, and both these businesses have now come up scale and therefore are contributing to the overall profitability of the business. I just want to sort of use this to give you some highlights on Infotech. Both our businesses, the products business as well as the services businesses have grown over 50% this quarter. The PC business has done well with a growth of 22%. Our high-end enterprise products business, which is our enterprise servers and network integration business has grown 19%. Our thrust in terms of services has resulted in a growth of 50% overall in this quarter on the services business and a 15% sequential growth. We continue to win, thanks to the investments that we are making in these markets, significant deals on the software side, on the SI side, and the FM side, and these include the win we had in the total outsourcing side in Indian School of Business, large FM wins in ONGC and TVS motors, as well as software implementation wins in Hero Cycles. Our Middle East and Asia-Pacific business, that also continues to do well, and we have had a growth of roughly 169% this quarter vis-à-vis the same period last quarter, and a sequential growth of 28%. So, net-net I think our investments are beginning to pay off. We are offering much more to the domestic and Middle East market in terms of the service offerings, both on the product side as well as the services side.

Suresh Senapaty: I think the other thing is that there is a substantial increase in the mix of service revenue into the total revenue. It has gone up from 28% to 33%, 28% as of financial year 2003 and 33% is financial year 2004. So, when you talk about this kind of a significant increase that means the service business has grown faster than the total business and the service business has a higher operating margin.

Vineet Aggarwal: If you look at the Consumer Care business, we have grown by about 22% top line this year, and in quarter four we have grown 31% top line, which perhaps puts us as one of the fastest growing FMCG companies. This has happened largely because our existing brands have grown but also we have invested in new brands which has taken a little bit of hit on the bottom line in terms of quarter four over quarter three. However, if you look at on a year-on-year basis, our operating margin remains the same at 15%, and we will continue to have or we will strive to continue to have the same operating margins in the year to come. The change has happened largely because of mix in the products that we sold as well as the fact that we have invested a lot more in advertising in this quarter.

Journalist: This is strictly to Mr. Suresh Vaswani. Two of the biggest deals, which happened here in India have slipped out of Wipro Infotech, any specific reason for that. The second question is to Mr. Raman Roy, could you give an overview of what is happening to the BPO call center business in light of the fact that there is a massive consolidation which is happening in the domestic industry. How is it going to, you know, sort of impact you?

Suresh Vaswani: Subbu, which are the two deals you are talking about?

Journalist: Two deals, Bank of India and Bharti.

Suresh Vaswani: Okay, you know, I am not in a position to speak on specific deals per se. But especially in the first deal which you are talking about, we continue to do our network integration business which is ongoing. We continue to do our facilities management business there which is ongoing. I think you know, deals are won and deals are lost. At the end of the day, the proof of the pudding is the sort of growth we have had in quarter four vis-à-vis the same period last year. The Indian market is growing somewhere between 12-15%, I am talking about Q4, and we have shown a performance improvement of 50%. So, that would be my answer to your question. And I have given you some sort of an illustrative list to the deals that we have won in my previous answer to that gentleman’s question. You know, while he was talking on this, I mean, when you talk about two loses, I think there has been significant wins also, if you look at the total

outsourcing of the Indian Business School, SAP implementation and Hero cycle and Hyundai, bank solution integration of Vijaya Bank. So, I mean, you are in a market place, some you lose some you gain. So, the proof of the pudding is what has happened to your revenues, what has happened to your profitability, and what are the key wins that we have got.

Azim Premji: We would love to win all of them.

Raman Roy: Yeah, on your question on the BPO and call center business. The growth continues to be robust. Wipro Spectramind grew at greater than 130% for the year gone by compared to the previous year. Yeah, there are some challenges that the political debate and the so called backlash is creating, and it is making some customers step back and perhaps re-look or delay some of the decisions. In terms of what is happening on consolidation, you know, as against the political backlash where there is a lot of talk, the consolidation in some of the large multinationals coming in and acquiring to get a foothold in the Indian market place for fulfillment purposes demonstrates that there is a genuine belief, a genuine need for remote or offshoring of services from remote locations, and India has a large role to play in terms of fulfillment. From a Wipro Spectramind perspective, some of these consolidations, some of the large multinationals coming-in does create a slightly challenging environment because that does not reach the competitive landscape, but yeah, we will see who wins in the market place. We believe our demonstrated competence for what we have done, our demonstrated understanding of the global fulfillment model has a unique advantage, which we can take to the customers.

Journalist: Yeah, I have a question. I am Sam with Bloomberg. This is a question to both Mr. Vivek Paul and Mr. Raman Roy. Taking this topic of political backlash further, I was trying to get an update on the political situation of the US, especially what are the downsides you see if Democrats come to the White House. We have been hearing about lot of, you know, some disturbing things for free trade coming from John Kerry. Do you see something of that could have a negative impact on outsourcing as a whole and especially given the economy in the US right now, can you give a broad perspective on this?

Vivek Paul: May be I will get started, I would say that the most significant backlash we have had, if you measured impact on business was not in the US but in India with this tax claim, but other than that, I think that if you look at the US, you know, there are two different battle, there is a battle for the mind and the battle for the heart. The battle for the mind in terms of, does globalization makes sense, is it the right thing to do. I think we can pretty much declare that debate, that battle over. I think anybody who is still using their full functional brains, I think will come to the conclusion that globalization helps everybody. The challenge really is that this is a political year and this is political ammunition, and the battle for the heart is in fact very much alive. To quote a senior political leader in the US, what they said is that “look, we appreciate everything that you are saying about pluses of globalization, etc., but think about how simple and powerful it would be if we had an election button that said outsource Bush.” So, I think that, you know, you have a reality right now where this is a political issue. I think the expectation is that if you look at it from a purely practical perspective, whoever is in the seat of administration in the White House is going to find it very difficult to run a country that is isolated from the rest of the world, and so as a result the expectation is that despite all the election rhetoric, at the end of the day I think that globalization, the attendant benefits that every country gets, and the attendant things that they have to deal with are things that are here to stay. And Raman you can comment on that as well. However, what we are seeing is that in a short run, we are seeing increase in duality. On the plus side of that duality is the fact that virtually everybody is saying this is the right thing to do, I want to do more. So, even customers that had really not actively considered this because of all the media attention it is getting, because of all the visibility it is getting, are actively saying “Oh! My God, if it is so big and I am not in the game even, what should I do? How do I get it?” So, it has really created a spark, a much greater level of interest. But, if you look at the short term though, what we are seeing is that because of the higher level of visibility ahead, customers who were thinking of offshoring, particularly on the back of the lay off in the United States, are beginning to go slow. They are saying, look, I appreciate all the benefits I get, but I think I can live

without them for six more months if I have lived without them for the past two decades. And as a result what we are seeing is that in some deals, particularly as I said if they are on the back of the US lay off, customers are going, “I will wait.”

Raman Roy: There is nothing much I can add to what Vivek said, that pretty much paints the scenario what we are seeing. The customers are saying, we have waited for two decades, we can wait another six months. Let us not be aggressive about it right now and get our names on the front pages on the newspapers, and you know, there are various programs that give daily lists of people. So, yeah, it is a temporary phase.

Journalist: Hi. Mr. Roy, I just wanted some sequential numbers as against Q2 to Q3 for Spectramind, and I also wanted you to talk about the clients, what are the clients you got in the last quarter?

Raman Roy: Well, I can give you the number of clients that we got last quarter. We now have 23 customers. We had 19 at the end of last quarter. We did 68 processes at the end of last quarter for our customers. We now do 76 processes for our customers. Specific customer details we have constrained not to be able to talk about because of the contractual obligations that we have. In terms of sequential numbers, we did about 26.8 million last quarter. We are about 29 odd million. If you want earlier quarters, I will give them to you right after this.

Journalist: I want specific information on couple of things. One is that the board has decided to appeal on this tax issue, appeal where exactly?

Suresh Senapaty: The next appellate authority.

Journalist: Okay. When will that be?

Suresh Senapaty: Within the time prescribed by the, under income tax act.

Journalist: There are media reports that there was an approach to the PMO office, is that true? Or the IT ministry?

Azim Premji: We cannot comment on any of these rumors. All I can say is while we will be taking the first step in terms of an appeal, this is also an issue for the industry as a whole. And NASSCOM, the industry body of IT services, has represented with the government to be able to deal with this issue in terms of issuing necessary clarifications to avoid unnecessary litigation.

Journalist: Why is that only your company seems to be singled out? Why not you pay up and then settle the issue than taking up this? Well, you are a billion dollar company, what is 271 crores?

Suresh Senapaty: Right. Fortunately, we had some other lawyers to seek advice, and based on their advice, we have dealt with it in terms of payment as well in the accounts.

Journalist: What is the bone of contention exactly under 10A?

Suresh Senapaty: See, we do not want to get into a trial in the media here. But all I have to say is, there is a demand and we think and we have been advised that this particular demand is not a sustainable demand, and therefore we have dealt with that in our articulation and dealt with that in our account. Like we said we are going to appeal, and the industry association is dealing with it for any particular clarification that the government could issue. I cannot talk anything more about it.

Azim Premji: And there are many other companies also who have been reported in the press, who have also been painted with the same brush, so really it is an industry issue.

Journalist: So, your advice from your legal counsel shows that the rule is not in conformity with what actually you should do, isn’t it?

Suresh Senapaty: If that was the case, we cannot say that the order is not sustainable. The legal department says that the order is not sustainable.

Journalist: All right. Now, with respect to the bonus, could we know exactly what is the holding of Mr. Premji, and how much liquidity he has increased, can you give us the numbers?

Suresh Senapaty: See the total shares outstanding is about 232 million, and Mr. Premji is holding is about 84%, so the balance is float, so that now, 16% of 232 million now gets tripled.

Journalist: And with respect to ADRs?

Suresh Senapaty: ADRs, the outstanding shares are about 3.16 million, which will become 9.48 million if the shareholders approve thereafter.

Journalist: Yeah, that is a formality. And Mr. Paul, had your company, your Global IT Services had it been a billion dollar? Had the Rupee not appreciated?

Vivek Paul: Oh absolutely.

Journalist: Taking advantage of that?

Vivek Paul: Well no, actually we were not, because our revenues are in dollars and frankly you know if you look at the company, you have to take a look at the fact that about two years ago Wipro Technologies decided that the way to address the markets would be that our friends and colleagues in Wipro Infotech will address the Middle East, Asia Pacific, and India markets, and we would focus on Japan, Europe, and the US. As a result, really if you take a look at it you have to take look at the combination in terms of the global markets we serve with services, IT services, that combination did cross a billion dollars, since except for the India piece which is a very small piece, the rest of it is all in foreign currency. The fact is that whether the Rupee was higher or lower that number would still add up to a billion dollars.

Suresh Senapaty: Most of the IT services company have revenue in Indian Rupees. So therefore whenever a particular articulation is about a billion dollar, etc. to the extent they are non-dollar denominated, they get translated into the US dollars and communicated. So when we are talking about a 1.2 billion dollars or IT revenue, it is global IT as well as Indian and Asia-Pac IT together. Global IT is largely only service; Indian IT and Asian-Pac has a component of hardware and has a component of service. Service is about 33%, so if you take the service of the Indian IT, club it with the Global IT Services, then it has crossed a billion dollar only in services. It has touched 1.2 billion dollars in terms of total IT revenue.

Azim Premji: But also looking at it other way, our revenue in quarter four for Wipro Technologies was about 276 million US dollars and our services revenue, I repeat services revenue, for Wipro Infotech excluding hardware was about 24 million US dollars. So actually in quarter four of last year we have already done about 300 million US dollars. If you just multiply that by 4, our run rate today of revenue is 1.2 billion US dollars. So we see no big deal in terms of 1 billion US dollars, we are much above that now anyway in terms of a run rate and we have been sequentially growing on that quarter to quarter.

Journalist: Could I know what are, at the end of the year, the cash equivalents and the reserves.

Azim Premji: Yeah they are in our balance sheet. We will give it to you.

Journalist: Mr. Roy, I have a question here. I believe last quarter obviously Wipro Spectramind did not have net staff additions, people left. Can you give the total number of employees right now in Wipro Spectramind. How many added over the last year, and some comments on the industry challenge for hiring, I mean, which has been talked about earlier by you all.

Raman Roy: We had 9,300 employees at the end of the year that compares with 9,456, so there was a net increase of 156 employees. This decrease essentially led by some of the one-time projects that we had done for the quarter ended 31st December, that were linked to the Christmas increase and some of the holiday season increases that our customers were seeing in their market place which we were helping them fulfill, some new product launches that we were helping them handle out of here, and those resources then were redeployed into regular business, and while our revenue has grown by about 11%, the net number of people has gone down by a 150 odd. We have added somewhere in the region of 4000+ employees over the year for this year.

Journalist: Hi, Raghu from Business Standard. Some comments on the hiring front and the challenge to retain employees. 9300 strong is among the top players in the industry. So what about compared to others, and with multinationals getting a foothold here, how do you see the challenge?

Raman Roy: Let me first correct you. Wipro Spectramind is not among the top players, it is the top third-party player. Let us not have any ambiguity on that. Because the next largest after us is less than 60% our size. Are there challenges? Yes, there are. The quality of manpower, the ability to find the uncut diamonds, to cut the diamond and polish the diamond is, the ability to find that uncut diamond is becoming quite challenging because the companies continue to concentrate in the markets where the labor pool is not increasing and as a country, we do not have a strategy to create a labor pool that will feed this industry, which is very hungry for those trained resources. So as a strategy we have expanded. We now are in six locations where we are in production and we are going into Calcutta in this quarter, where we are expanding the footprint to be able to target the markets where there is robust telecom and technology for us to be able to give international quality fulfillment, and there are resources that are available that can be trained to be global resources for global fulfillment.

Journalist: But despite being the number one company, it is the first time the company has announced that in the BPO industry where people are hiring that people have left. It is not a net staff addition, it is a decline. Is there challenge to hire people more in our industry because you had the first mover advantage for first year, I mean, it is easier for multinationals to take from Wipro Spectramind.

Raman Roy: Not necessarily a decline because of any market reasons. I just explained to you we leveraged our position to do some one-time deals which created a revenue impact and we have grown over and above that revenue piece. But as I said earlier, the quality of resources, the quality of the education to create international global fulfillment resources is a big challenge that faces us as a country, and as a company operating within the country we see that challenge, and as the largest, we perhaps see it more.

Journalist: Yeah, could you please explain, in this very context, your own aberration in one case where the client’s engagement had to be stopped because of the violation of business practices. Exactly who was accountable in this case? And could you please tell us a little bit more so that we will know the exact position because you have not made any formal public statement yet on this?

Raman Roy: Exactly who is accountable, I do not understand. We have said that certain employees for their own personal gain did practices that do not comply with Wipro’s values, and did not comply with the values of the customer. We conducted an internal audit. We investigated it in depth, the people were identified, it was openly and transparently shared with our customer,

the issues that had been identified as a part of the internal audit. Those people do not form a part of the company now. We had 27 odd people that were involved in this in. Wipro Corporation is greater than 30,000 people; to say that some people did something for personal gains, does it happens, yes it happens. As a result of this, the customer decided not to give us the next campaign – outbound telemarketing is done on campaigns. From our prospective that is very unfortunate, but we never ran away from openly and transparently sharing some of the issues that our internal audit discovered.

Journalist: Yeah, Raghu from PTI. I just wanted to know what is the dollar rate you have computed for the guidance for the first quarter, and compared to last quarter, the Q1 quarter guidance is a bit low. And second question is, are you in the race to bid for the Hughes software; there have been media reports that Wipro is also on the race, can you confirm it?

Vivek Paul: Okay, let me try and answer all those questions. First of all, the dollar rate is irrelevant because most of our revenues are in dollars. It is dollar, so there is no change in that. In terms of the guidance, if you look at the last three quarter, we have had 3 straight quarters of double-digit growth. If you look at guidance for next quarter, it is 5.6%. As we said earlier, while certainly the market environment has improved significantly, I still think that we have the uncertainty that is still left over about the timing of customer ramps, and as a result, while we continue to be nothing but optimistic and positive about our outlook, it is very difficult to call exactly what is going to happen in the next six months until the elections come through. So our guidance is what it is at that 292 level. Finally with regard to your question about acquisitions, we do not really comment on any particular acquisition.

Journalist: What kind of growth is Wipro expecting for the current fiscal year?

Azim Premji: We do not give guidance for the year. But, we will do better than the industry in all the businesses we are in, I repeat, in all the businesses we are in.

Journalist: You spoke of a wage increase?

Vivek Paul: As I mentioned earlier, we did a wage increase in October and then we did another one in this quarter, and we are probably planning another one over the year, the exact timing and quantum will be determined by the market factors at that time.

Journalist: What is the reason for the hiring in Q4 less than Q3 net?

Vivek Paul: It is basically because, as I said earlier, we hired about 1500 people in the IT business and negative hiring in the net add that is in the BPO business.

Journalist: Yeah, Mr. Senapaty could you tell us also, to offset Rupee appreciation what was the hedging you did and what you propose to do in this quarter?

Suresh Senapaty: We had said it earlier. Vivek has said that we have in excess of $900 million that has been hedged. Last quarter we did much more hedging then what we had in the previous quarters as a result of which we could bring down the damage to only 40 basis points in quarter four. So based on the $900 million plus of hedge that we are having as of 31/03/04, we think it will have a sobering impact in 04-05.

Journalist: Yeah, Mr. Paul could you tell us how the NerveWire acquisition is shaping up? And going ahead in the next few quarters, how does the deal size look like in terms of Rupee, we expect some large deals to come in, what is the color of the deal and stuff like that?

Vivek Paul: If you look at the NerveWire acquisition, I think we had mentioned this last quarter. It basically is unchanged from the story we had last quarter which is that, there were two things that we had expected when we acquired that company. One was a synergy benefit in terms of being

able to reshape some of our existing client engagements, in terms of being able to win new client engagements on the basis of a more end-to-end offering, and in terms of being able to drive a synergistic, both consulting and BPO IT kind of a win, that was one aspect, which is what was the overall combination that would be worth. The second thing that we were expecting was that, since that business was a running business, it would bring with it a sales funnel and an ongoing revenue line. Our expectations on the first piece, which is reshaping our business and giving us great talent, it is allowing us to reshape our relationship with existing and new customers, we achieved all of those. If you look at the sales funnel that came in, unfortunately it was much weaker than we had anticipated. Perhaps we could even buy the transition of ownership. So as a result that was a disappointment. So in the first couple of quarters we ended up having sales declines that were ahead of what we were thinking might happen. As things stand right now, it is fully integrated into our financial services vertical, and it continues to be a source of strength for us. In terms of your question about deal sizes for the future. I do not think that we are fixated on any particular deal size. I think that clearly our experience in the past has been that we have done small manageable deals. Our articulation in the past has been that large deals are higher risk, and the fact that we are parting with nice chunk of our change. I think that the expectations generally would be in line with what the past has been.

Journalist: There is a mention in the notes about the sale of land, which was this land and what was the price?

Vivek Paul: Okay, it is a particular land we had at Bombay, which we have never put to use and it was sold off. And it is reflected as part of other income.

Azim Premji: With the last word from Balaji, can we now break for tea. The tea is being served at the back. Thanks a lot and join us for tea.

***

EX-99.4

EXHIBIT 99.4

WIPRO LIMITED Q4 03-04 EARNINGS INVESTOR CALL (MORNING CALL)
APRIL 16, 2004

Moderator: Good morning ladies and gentlemen. I am Prathiba, the moderator for this conference. Welcome to Wipro’s fourth quarter earnings call. For the duration of the presentation, all participants’ lines will be in the listen-only mode. I will be standing by for the question and answer session. I would now like to handover to the Wipro management. Thank you and over to Wipro.

Lakshminarayana: Thank you Prathiba. Ladies and gentlemen, a very good morning to you in America and a good day to you in all other parts of the world. My name is Lakshminarayana and I am based in Bangalore, along with Sridhar in Mountain View, and Anjan in Bangalore, we handle the industry interface for Wipro. We thank you for your interest in Wipro. It is a great pleasure that I welcome you to Wipro’s teleconference post our results for the fourth quarter and fiscal year ended, March 31, 2004. We have with us Mr. Azim Premji, Chairman and Managing Director, Mr. Suresh Senapaty, Chief Financial Officer, who will comment on the results of Wipro for the quarter and year ended March 31, 2004. We are joined by Mr. Vivek Paul, Vice Chairman, Mr. Suresh Vaswani, President of Wipro Infotech, Mr. Vineet Agrawal, President Wipro Consumer Care and Lighting, Mr. Raman Roy, Chairman Wipro Spectramind, and members of company’s senior management who will be available to answer any questions that you may have. The conference will of course be archived and the transcript will be available on our website, http://www.wipro.com. Before Mr. Premji starts his address, let me draw your attention, that during the call, we might make certain forward-looking statements within the meaning of the Private Securities Litigation Reforms Act of 1995. These statements are based on the management’s current expectation and are associated with risks and uncertainties, which could cause the actual results to defer materially from those expected. These uncertainties and risk factors have been explained in detail in our filing of the SEC. Wipro does not undertake any obligations to update forward-looking statements to reflect events or circumstances after the date of filing thereof. Ladies and gentlemen, Mr. Azim Premji, Chairman and Managing Director, Wipro.

Azim Premji: Good morning. The board of directors in the meeting held this morning approved the accounts for the quarter and year ending March 31, 2004. The board has recommended a bonus issue of two additional shares for every share held and normal dividend of Rs. 4 per share equivalent of Rs. 1.33 per share on the expanded share capital, up from Rs. 1 per share on the existing capital of 2002-2003. The board has also recommended a one-time dividend of Rs. 25 per share on the existing capital prior to the bonus issue. The details of our results have been mailed to those registered with us and are also available on our website. Let me share with you some of our thoughts on our performance and prospects. The year 2003-2004 was a defining year for Wipro in many ways. We went past the $1 billion revenue mark at a corporation level, as well as in our combined IT service businesses. We continued on our journey to be a comprehensive solution provider for our customers through organic as well as inorganic initiatives. We successfully integrated our acquisitions and drove significant synergies. Every business unit, every geography, and every service line witnessed robust revenue growth. Our strategy to remain focused in technology business paid rich dividends this year, as our telecom OEM practice led our growth with a 53% year on year revenue growth. In a year with significant rupee appreciation against the dollar and increase in compensation costs put pressure on profitability, we expanded our operating margin in the global IT business for three consecutive quarters, cumulatively improving our operating margins by over 250 basis points. In summation, the year 2003-2004 was a year when we demonstrated the resilience of our business model with healthy growth in revenues and profits. Our India, Asia Pac, and Middle East business, Wipro Infotech, demonstrated its leadership position with strong growth in revenues and expansions in operating margin. With similar good performance from our other businesses as well, we have had a satisfactory year. If 2003-2004 was a defining year, prospects for 2004-2005 seem even

more exciting. Offshore outsourcing has delivered tangible business benefits and results to our customers. This is evidenced by sustained momentum we are seeing in our volumes of business. The trend will continue and perhaps accelerate. Customers want to try out Indian IT services vendors for newer services. Our uniqueness in terms of having a wide range of services backed by reference-able customers and our ability to incubate newer services and quickly ramp them up, positions us well to create strong value proposition for our customers, which is critical to achieve our stated goal of growing faster than the industry. Through all these opportunities, we will have to manage newer challenges such as growing scale and firm rupee. However, the strength of our performance in 2003-2004 gives us confidence that we are in good shape to seize the opportunities and face the challenges that this current year will provide. Our focus to deliver robust results in the short term does not in any manner take away our focus from our long-term strategy. We are aware that our journey to achieve our vision to be among the top 10 IT service companies is far from over. Our strategy on acquisitions has broadly worked well and we will continue to look for organic and inorganic opportunities to enhance our skill sets and differentiate. We will continue to invest for the future, both organically as well as inorganically. For, as I have said before, the key to delivering sustainable shareholder value is to balance the demands of the short-term with the requirements of the long-term. I will request Suresh Senapaty, our CFO, to comment on financial results before we take questions.

Suresh Senapaty: A very good morning to all of you ladies and gentlemen. Mr. Premji shared our view on the business environment and I will touch up on a few aspects of financial and operational significance. During the quarter ended March 31, 2004, we had a sequential revenue growth of 11% in our global IT services and product segment, which comprised of 11% revenue growth in the IT services component of the segment, and 11% growth in the IT-enabled services business component of that segment. The 11% growth in the services component was driven by a 10% growth in the volume of business combined with a 3% increase in our realization rate for work performed offshore as well for work performed onsite at our client’s offices. The growth in our IT-enabled services business was primarily due an improvement of 6% in price realization and growth in the volume of business. Rupee appreciation continues unabated and the forward premiums have declined significantly. Proactive hedging has helped to significantly mitigate the impact of this appreciation on our financial results, and as of March 31, 2004, we have adequate forward cover for inflows at rates that are slightly better than the prevailing spot rate. For the quarter ending June 30, 2004, we anticipate that we will continue to see volume led growth with prices moving in a narrow band. We expect to retain operating margins at current levels excluding the probable impact of appreciation of the rupee. The decision of the board to declare a one-time dividend was primarily one of fiscal management based cash available, expected cash generation, and a need for cash for strategic opportunities. The decision on bonus was primarily based on the view of the board on increase in the liquidity of our script. At this point in time, I think it will be useful for me to clarify that the guidance of $292 million for the current quarter is to be compared with the last quarter actual achievement of $276 million in our global IT services business, which is a sequential 5.6% growth. The $288 million that is there in the US GAAP is a convenience translation based on the exchange rate on the last date of the quarter and therefore it is not to be compared with 288, but to be compared with 276. That means 292 is against 276 with a sequential growth of 5.6%.

Lakshminarayana: With this we will be glad to take question, operator.

Moderator: Thank you very much sir. We will now begin the Q&A interactive session. Participants who wish to ask questions may please press *1 on your touch-tone enabled telephone keypad. On pressing *1, participants will get a chance to present their questions on a first-in line basis. Participants are requested to restrict to one question in the initial round of Q&A session. To ask a question, please press *1 now. First in line, we have Mr. Chetan Shah from Quantum Securities.

Chetan Shah: My sincere appreciation to the management team for achieving key milestones. Sir, in the IT services space as well as IT-enabled services, the billing rates have increased, what would you attribute this to, cost push factor or demand pull factor?

Vivek Paul: I would say that on the pricing, if you look at that 3% increase, roughly about 2.5% is really more revenue optimization either from, either getting a better mix of business or from getting, you know, fixed price overruns, etc. So, I would say that only about half percent of that is actual apples to apples, just getting prices up. The good news is, we talked last quarter about the fact that we got a couple of customers willing to raise prices, that number has gone up, but it is still too small to really get overly positive about big price increases, but I think we can certainly look for price stability.

Chetan Shah: Okay, thanks.

Moderator: Thank you very much sir. Next in line, we have Mr. Amit Khurana from IL&FS.

Amit Khurana: Yeah, thank you. Vivek, just on this pricing issue, the increases that we are experiencing, are these specific related to the skill sets that Wipro has or do you think it is an industry wide phenomena and how sustainable it could be going forward?

Vivek Paul: It is something that is not unique, I mean, in some terms, you know, everything that we do, somebody or the other also does. In terms of sustainability, as I said, I would not factor in 3% increases every quarter, but certainly we do not see any reason why we would slip below the absolute level that we are at today.

Amit Khurana: Okay. Just a follow up on this, essentially what it imply is if you were to take a look at the last four quarters, four to six quarters, essentially the overall operational parameters, the risk and the overall apprehensions that one would have on sustainability of growth seems to have significantly changed, any views on that?

Vivek Paul: Well, you know, I mean, since you are asking to reflect what was in your mind, it is difficult for me to that, but I think that what I can clearly say is that, you know, we have had, and we always continue to believe that there is an enormous strength in our business model. We continue to see it validated. All this debate that put our name in the front page of every newspaper has only helped companies that would laggard, slow to come to the party; Germany, France were slow to come, when they read all this stuff they go, may be I should get to the game quickly. I think that, you know, over the next 6 months, there will be some uncertainty. I think that in some sense that the car was cruising at a certain speed, it did pick up the pace, I think we will still run with the governor for the next six months, but the car would be still going at a pretty good speed. And the governor will be the fact that customers who are thinking of doing outsourcing, particularly BPO on the back of the lay off in the US, may decide to hold off until the elections are over.

Amit Khurana: Okay. My last question is to Mr. Senapaty. Could you please clarify the change in the accounting policy? There is a Para on note 3, derivative and hedge accounting, what is the likely implication we should be looking at on the change in that policy?

Suresh Senapaty: So far, you know, what we have been doing is, we have been doing an hedging which is equivalent to what has been the exposure in the balance sheet, and with this situation, state of affair of rupee appreciating on a consistent basis, we have been able to take up our hedging strategy more aggressive to be able to cover for the certainty levels we have subject to the regulatory boundary. So given that situation, we, because the hedging is against cash flow forecasted what it means is that the hedges has to be appropriated as and when that particular cash flow comes in. For example, if September 04, we are expecting $10 million against which I am doing an hedge, this particular hedge that I have done will be applied in September 2004

results and not on a mark to market basis in March 2004 when the actual hedging was done. So this is an improvised version of the hedging accounting to reflect our actual strategy.

Amit Khurana: Okay, fine. I have few more questions; I will come back in the second round. Thank you.

Moderator: Thank you very much Sir. Participants are requested to kindly restrict to one question in the initial round. Next in line, we have Mr. Mahesh Vaze from SSKI Securities.

Mahesh Vaze: Yeah hi, the ITES growth rate seems to be now matching the software services growth rate, where as till now there was a significant difference, and ITES was going at a much faster pace, would that be a sign of some sort of weakness because it is an industry still in relative infancy and everyone is talking about big numbers in terms of growth, and I have second small question, what where the translation losses, what was the currency impact on the other income this quarter?

Raman: This is Raman; let me talk you through the growth rates for our BPO business. See, essentially, while as a percentage, as you very correctly pointed out, you do see a decline, but if you look at the numbers and if you look at the last six-seven quarters, you will see that the growth has been in the region of approximately $3 million other than the quarter-ended December where we did some one-time projects for our customers going to the during the Christmas season, holiday, and some new product launches that they had. We see no reason for that growth to continue. However, as the base continues to grow as a percentage you will see that decline.

Suresh Senapaty: Plus, I have to say that in quarter 4, the average exchange rate at which the earnings were at Rs. 45.39.

Mahesh Vaze: No, I just wanted to understand the other income impact, in the sense, is there any translation losses in that other income that you have included?

Suresh Senapaty: Where? In the Indian GAAP, about Rs. 33 million translation gain, forex gain overall, and on the US GAAP, we had at about Rs. 113 million gain.

Mahesh Vaze: Okay, okay thanks a lot.

Moderator: Thank you very much Sir. Next question comes from Mr. Anantha Narayan from Morgan Stanley.

Anantha Narayan: Good afternoon everyone. Senapaty, could you comment on the stock award scheme that you are planning, essentially just a philosophy behind it and whether you have sort of made any concrete plans yet?

Suresh Senapaty: Yeah I think, for example, you know that there has been an ESOP plan so far by many companies including ourselves and there is a debate in terms of the accounting of those options and what it is evolving is that you will be required to take charge onto the P&L account an amount which is disproportionately high compared to the perceived value that the employees think have on as and when they get the grant. So given that situation, we are looking for an another instrument in addition to the regular salaries and the variable pays, etc. etc. in terms of finding out a way to be able to retain people talent and attract talent. So in this situation and based on the SEBI guidance and approvals etc, that we have, we thought of the scheme whereby, this is an instrument, which is called restricted stock unit. So after the approval of the shareholders in June 11th that we have scheduled for, it will be a live scheme, which based on the approval of the compensation committee, etc. etc. will be decided to be awarded for various people, and there will be a exercise price and there will be a vesting schedule. So, this will be an instrument which is not a share but a restricted stock unit, and therefore as and when the vesting happens and as and when the exercise happens, they pay the exercise price and the stock would

be awarded to the employees, and it will have the locking as has been given in the vesting schedule, and it will have the same tax advantage as a normal ESOP would under the Indian tax laws.

Anantha Narayan: And have you set any financial parameters in the sense that you know what percentage of revenue or earnings or anything of that sort?

Suresh Senapaty: Well, not done at this stage, what we are saying is that if it has to be given at a submarket price, automatically it will be taken as a charge into P&L account, so not till we get the shareholder approval, we expect the compensation committee to sit and get much more direction in terms of the value limits and so and so forth.

Anantha Narayan: This is final, related question; will you be discontinuing the usage of stock options completely?

Suresh Senapaty: Well, as it stands today, already there has been no fresh grant in the past several quarters now.

Anantha Narayan: Okay thanks a lot.

Suresh Senapaty: Thank you.

Moderator: Thank you very much Sir. We have the next question from Mr. Sandeep Shah of Tower Capital.

Sandeep Shah: Yes Sir, this is a question for the IT enabled business, we have seen the vertical contribution, there is a wide variation in terms of the quarterly growth, what I mean to say is the telecom, and the embedded system has replaced a sequential growth of 40-60%, in comparison to that the BFSI and retail has witnessed sequential de-growth of 16 and 58% respectively, can you explain the same?

Raman: Okay this fundamentally given the base size of the BPO business, a single large customer add, and given the base on which we operate, can make that differential loss. We are not necessarily seeing a significant de-growth in any kind of business but the rate of growth is not the same across all verticals.

Sandeep Shah: Okay, because the de-growth has been substantial in retail segment, so any specific reason or...?

Raman: See I spoke about the one-time revenue that we had last quarter where we helped our customers through the holiday season and with some new product launches that was linked to some such verticals and you are seeing this as a quarter on quarter percentage growth.

Sandeep Shah: Okay and can you comment on the employee decrease of 156, and the attrition rate going up to 21% from 17%?

Raman: Yeah both are linked to the one-time business, partly linked to the one-time business that we had. We ramped up to meet the one-time needs of our customers for the quarter ended 31^st December, and as those one-time projects and the business that we had were fulfilled, we ended up having that work force which we redeployed to other processes. Some of the redeployment did not go necessarily as well and the employee skill set did not fit into the needs that we had on the ongoing basis for our existing customers and the new customers we got, and those employees decided to you know move on to other companies, which impacted our attrition rate.

Sandeep Shah: Okay, and this is a question to Senapaty, the tax rate has increased this quarter, the reason for the same?

Suresh Senapaty: You know, we have our domestic IT business, which is fully taxed and therefore the mix change takes place from quarter-to-quarter basis. If we see the mix of profit coming from the Wipro Infotech business and Wipro Technologies business, that is one part, and there was a provision for the past period which we made based on the assessment order of 2000-2001 also has impacted this.

Sandeep Shah: Okay, can you just give us the quantum of that provision which has been made?

Suresh Senapaty: About 6% increase in the ETR is because of the provision.

Sandeep Shah: Okay, thank you.

Moderator: Thank you very much Sir. Participants are requested to kindly restrict to one question in the initial round. Coming up next is a question from Mr. Manoj Singla of JP Morgan.

Manoj Singla: Yeah hi, good morning Sir and congratulations once again for an excellent quarter. My question relates to the guidance for next quarter, if you look at the performance of past 3-4 quarters you have been growing at 10% sequentially and we are guiding for just 6% revenue growth next quarter, what are the assumptions built into this, what is that we are expecting here as to why we are guiding for 6%.

Vivek Paul: Well, you know, I think every quarter we try to give a guidance that we thought was our best-case estimate. So neither have we been conservative nor have we been aggressive in terms of our outlook, and I think the same thing holds right now as well. I think we are seeing some of the basic fundamentals continuing the way they are in terms of a slower growth on a BPO side. I think that as a result what we have done is, and of course, you know, as I said as per our current outlook, our outlook is, that is the guidance that we have given.

Manoj Singla: Sure Vivek, actually just related to that, you rightly pointed out that you guys have been realistic in giving guidance, I just wanted to understand that why do you expect growth to fall from 10% to 6%, there has to be some particular reason, right?

Vivek Paul: You know, I mean, as we look out at the different customers, you know, as I said, you know, we have got slight slow down in the growth rate in the BPO side, if I look at our technology business or telecom business, you know, we are coming off a very, very strong three quarters of sequential growth, we may begin to see that begin to tail off. I think our TSP business also saw a strong growth, we may begin to see, you know, so some of the sort of aftermath if you will, so, you know, in some sense I do not want to say that, you know, we have had three quarters of double digit growth and we expect the same, or I would not be giving this guidance that we are, but I think that you know we are taking a realistic call, that is what we think the call is, and hopefully we will beat it but that is the call.

Manoj Singla: And just finally looking further out, do you believe that, whatever, you will have a slower growth trajectory from hereon given the higher base or just whatever visibility you have right now in terms of qualitative?

Vivek Paul: Well you know I think that the fundamentals continue to be strong. So I think that you know if you look at the demand, if you look at the number of projects we won, if you look at the customers, quality of customers we have accreted, I think you know we are in a position where we continue to feel pretty good about the outlook. As I mentioned earlier we do have the issue that over the next six months some of the business may be running under a governor, so as a result you know you may have a lightly muted growth than you otherwise would, but that is not to say that it would be sharply down or whatever, I mean, I think just a little bit more muted than it

could be, so not at its full potential. So I guess it is too early to say that, you know, our growth rate for this year would be higher, lower, or same as last year.

Manoj Singla: Thanks a lot.

Suresh Senapaty: But it will be better than the industry.

Manoj Singla: Thank you.

Moderator: Thank you very much Sir. Our next question comes from Mr. Rahul Dhruv of Smith Barney.

Rahul Dhruv: Yeah hi good afternoon. Just going back to your, you mentioned about pricing, you know, that of the 3-3.5% about 0.5% is because of some renegotiations upwards, could you explain, I mean, where these price increases are coming from, clients which are top 20, top 30, or these are basically the new smaller clients which are actually renegotiating up.

Vivek Paul: We actually have, you know, let me just add to that I mean in some sense we have a full bell curve, we do have a few customers particularly on the IT side, they are, you know, pushing for prices downward, I think our IT team has to push back hard enough on that. I think that on the R&D side where we really took a hit over the last couple of years, we are beginning to see some recovery.

Rahul Dhruv: Right, but again, you know, is it the profile of the client, I mean, are these the big clients, the clients which have actually been announced for a while and....

Vivek Paul: Yes, yes big clients, big clients.

Rahul Dhruv: Most of them are big clients you are saying?

Vivek Paul: Yeah.

Rahul Dhruv: Okay, and secondly I heard, I mean, may be I have heard it wrong, but Mr. Senapaty mentioned that margins will remain stable through the whole of next year?

Suresh Senapaty: No, I said that margins will be stable for the current quarter, that is quarter ending June subjective for rupee-dollar exchange.

Rahul Dhruv: Right.

Vivek Paul: I think the two things we said is that we expect margins to stay stable and that we have aggressively moved up the hedging so that we can mitigate the impact of foreign exchange.

Rahul Dhruv: Right, but what would your outlook for the full year, I mean, given the fact that, okay, so you have taken the rupee impact almost next quarter, so that is fine, what about the wage inflation and any other factors.

Suresh Senapaty: Rahul, as you know that, we do not give a specific guidance with respect to the full year, but yes, like there would be issues with respect to wages, there will be issues on foreign exchange, and we have certain counter levers in terms of the offshore-onsite mix to be able to improve the mix of the people in terms of having more freshers than we so far have been having, utilization, so all these parameters, offshore-onsite, all these parameters are there where we think we could leverage in further including our G&A expenses, so we will continue to look at all this livers to be able to mitigate as much as possible, but as of now, we think that so far as the current quarter is concerned, we will be able to sustain the margins what we have delivered last quarter but for the exchange.

Rahul Dhruv: Right, and just one last one actually on why, I mean, anything new on the acquisitions I mean, we believe lot of people have left, what is the status over there, I mean, is it really dragging down profitability the way it used to or is it lower?

Vivek Paul: Although, you know, it is, from the drive and profitability perspective it is improving every quarter, and from the perspective of the business impact, it is no different than last quarter. We are continuing to achieve what we said we would on the synergy; we are continuing to struggle on the base funnel that we thought we had got.

Rahul Dhruv: Sure thanks; I will come back for more questions.

Pratibha: Thank you very much Sir. Participants are requested to restrict to one question in the initial round. We take our next question from Mr. Mick Dillon of Arete Research.

Mick Dillon: Hi guys, Mick Dillon in London, just wanted to ask two questions, one was around US sales, unfortunately, I have not got the fact sheet yet so I have not been able to see what the US numbers were, were they roughly flat on a quarterly outlook and you are looking therefore down in the current sequential quarter?

Vivek Paul: No I think that if you look at the sequential growth for the US, Europe it was, I am sorry, we do not know there is confusion as to what exactly you asked for, could you repeat that?

Mick Dillon: Yes, what I was saying was that, unfortunately I have not received the fact sheet yet, so I just wanted to check what your US sales were this quarter, and are you actually expecting a down quarter given your flat quarterly outlook for the current quarter, the June quarter.

Lakshminarayana: Hi Mick, LAN here. The US grew sequentially by 9%. Europe grew sequentially by 12%, and Japan grew sequentially by 19%. So we really, you know, broad based growth across all the geographies in the last quarter.

Mick Dillon: And what are you actually looking for, I mean, given the sort of outlook of 292 versus 289 in US dollars. Does that mean that you are actually looking for the US to stop spending in the June quarter? It looks like you are looking for everywhere to stop spending.

Lakshminarayana: Mick, first a clarification, 289 that is in our release is a convenience translation in US GAAP, our accounting is in Rupees, and for the convenience purposes we translate the Rupee number into dollar number based on the rupee-dollar rate on the last day of the quarter. The actual revenue in the quarter ending March were $276 million as against which we have given a guidance of $292 million, that is 6% sequential growth.

Mick Dillon: I see, and then just finally from, on the call last quarter, there was mentions of fears of runaway attrition, as was mentioned by a previous participant, 17 to 21% looks like you are entering a runaway attrition zone. Where does management stand on that? And, I mean, you have mentioned the one off effect, what, can you quantify the percentage that was the one off effect?

Raman: Approximately 20% of the attrition that happened in the quarter would have been related to the one off effect. Beyond that attrition, as far as the BPO industry is concerned, it is the single largest concern factor for us and for the industry. There continues to be rampant transfer of people from one location to the other motivated by some companies, motivated by search firms, etc., and we continue to work with the industry forums, with our competitors, to have mutual agreements not to hire from each other. But, yes, it is an element of concern.

Mick Dillon: So you would say that you underlying attrition was close to the 17%, is that a fair comment?

Raman: About 17-18%, yes. If you take of those one-off cases, but again, you know, those one off cases were employees, they were working on projects and were redeployed, and you know, whether they would have left in any case or they left only because they were redeployed that is a very difficult aspect to club that in one category or the other.

Mick Dillon: Okay, thanks for that.

Vivek Paul: And I should just clarify that that is just on the BPO side. The IT, of course, the attrition rate is much much lower.

Mick Dillon: Sorry, what is the IT attrition rate?

Vivek Paul: The IT attrition rate on an annualized basis is 17%; on a trailing 12 months is 14%.

Mick Dillon: Great, thanks both.

Moderator: Thank you very much Sir. Participants are requested to restrict to one question in the initial round. Our next question comes from Ms. Mitali Ghosh of DSP Merrill Lynch.

Mitali Ghosh: Yeah, hi, and congratulations on a fantastic performance this quarter. I actually wanted to follow through on the manpower cost issue in the IT services side. And, you know, attrition does remain fairly high. So, one, I wanted to understand what is the kind of, you know, how would one look at it in terms of involuntary versus voluntary and across various, you know, categories of experience, and also if you could address, you know, how you see manpower cost pressures onsite, and related to that is the H1B issue?

Vivek Paul: I think that if you look at the compensation pressure what we have had is that we did a salary increase in the last October. In the last quarter we mentioned that despite that we where beginning to feel pressure on the entry level and, you know, sort of 0-4 years experience. And we also mentioned that we were seeing attrition in that band much higher than our senior attrition. That trend continued and we did pass another salary increase in the 0-4 experience batch for the last quarter and were still able to move the margins up. I think that we do not see any abatement on the compensation side. I think that we do expect that, you know, if we look at our overall average salary cost going up about 14% this year, we expect that it is within that band.

Mitali Ghosh: And on the H1B and onsite?

Vivek Paul: On the H1B and onsite, I think that on the onsite so far we have not had any significant attrition and, but we are beginning to see some pressures rising on the compensation side. So that may be something we have do perhaps later this calendar year, but right now there is not a lot of pressure there. On the H1Bs, you know, I mean, whatever adjustments we had to make we already did in terms of removing any special bonuses that we were giving simply to meet legal guidelines of 60,000 dollars. So, there is no impact in either direction.

Shekar: Hi, Sir, this is Shekar. I just wanted to understand what is really the nature of work that you are getting from the telecom OEMs, is it like more of fresh development or is it still the maintenance sort of work? And secondly, like, what are your views on the CAPEX by the telecom service providers say in the Europe or in Japan or in US?

Vivek Paul: Okay I will let Suresh talk about the telecom service providers. But on the telecom OEMs, the range of products we are getting are actually quite interesting. We certainly continue to do the maintenance work, but we are beginning to take more and more full product ownership. In addition, you know, particularly as some of our growth is coming from ramp up of tier-2 vendor,

and those tier-2 vendors are, you know, giving us more interesting projects, and we are beginning to see that spend in the tier-2 vendors is beginning to rise, you know, perhaps led by their own improved business prospects. So, I think that the kinds of work that we are doing on the telecom side continues to be interesting. As one of our, as our SBU head for telecom mentioned that when he went to the customers’ headquarters for their supplier meeting, he said that the chairman of that company, the first chart he showed was the flags of China and India, and he said besides singing the national anthem, they clearly said this was their focus, and both from a sell-to and a purchase-form perspective.

Suresh Vaswani: Okay, this is Suresh Vaswani. On the telecom service provider side, I think there is generally a momentum build up in terms of investment, there is generally a momentum build up in terms of CAPEX spending, and specifically on the services that we address, there is a lot of interest both in so far as IT services is concerned as well as BPO is concerned.

Shekar: And lastly like, if may just ask, among all the verticals that you address in the IT services space, which vertical do you see offering the best potential in the coming year, the vertical where you see that the growth can be fastest in the coming year?

Vivek Paul: You know, we really do not manage the business by mix. You know, so, when people said, you know, telecom is in bad shape, are you going to cut your telecom exposure? I mean, that did not make any sense, I mean, we want every single business unit to push as hard as they can and we will do the percentages, you know, at the end of the quarter. So, clearly, I think our expectation is that we continue to strengthen our R&D business, BPO we will figure once this, you know, sort of slow down gets over, I think we should be able to get back into a strong growth path. I think on the IT side we have been doing well. There is no reason why we should slow down there. Our package implementation business had an outstanding year. For example in IT, we are going to continue to expect that. So, I think you know, it really is the same story as this quarter across-the-board growth.

Shekar: Sir, actually what I was referring to was in terms of verticals for IT services, say like financial vertical, insurance, telecom OEM, which is what I was saying. Among these verticals where do you see the maximum growth coming, like utilities, whatever?

Vivek Paul: You know, I mean, there is too much detail there to be able to comment about in terms of where, calling what. I think it is, you know, clearly, we have big strength in some areas which leverage growth, and on the other hand some places we are small. So, as a result our percentage growths are higher. So, I am sorry I cannot give you anything more specific than that.

Shekar: Thanks a lot.

Mitali Ghosh: Thank you.

Moderator: Thank you very much Ma’am. Participants are requested to kindly restrict to one question in the initial round. Coming up next is a question from Mr. Bhuvnesh Singh of CSFB.

Bhuvnesh Singh: Hi, Sir, congratulations on very good results. I wanted to understand that about the margin hike, margins in this quarter increased significantly compared to previous. Could you please comment on that?

Balki: Yeah, this is Balki here. The margin hike has been primarily contributed by three factors. One is this increase in price realization, improvement in offshore mix, and the third one is the cost of productivity on the SG&A front, and these are marginally offset by compensation increase and rupee appreciation.

Bhuvnesh Singh: On price realization, what I understood that a part of that around 2.5% was basically because of some revenue mix shift and also because of fixed price contracts having

fewer cost overruns. Could you basically in margin hike sort of give a view that how much of this was basically one time and how much you see are the factors which can still continue going forward?

Vivek Paul: Well, if you look at the contribution to the operating margin increase, you know, 1.1% was the SG&A gearing, 0.6% is gross margin improvement. We think that on the SG&A gearing, we should continue to see that gearing as we continue to drive growth. So, I think that at least relative to where we are right now, you know, your question being, were the level you are at sustainable? Absolutely. I think that on the gross margin side, that was led primarily by the price improvements, we talked about the yield, and we talked about what we feel is that, you know, while it is difficult to call 3% price increases every quarter, current prices are very sustainable. So, we feel no issues on that. The second was one on the offshore improvement, I think that we actually do have a very high onsite contact at 57% and as a result we continue to expect that, you know, 58%, and as a result we continue to expect that that should improve. And you know, we have the other leverages as well. So, I guess, you know, we are feeling, as Suresh Senapaty said, holding aside the impact of foreign exchange, which is anybody’s guess, but fortunately we are pretty well hedged, we feel on an operating basis, we are in pretty good shape.

Bhuvnesh Singh: Thanks a lot. Sir, just one small question on your dividends. Do we expect that company could give more special dividends going forward as we think that our liquidity position keeps on getting better or something?

Suresh Senapaty: Nomenclature of the Rs. 25 dividend is one-time dividend. I suppose the language itself is self explanatory that there could not be repetition of that expected. And also let me clarify at this point that when you talk about Rs. 4 a share as a dividend in terms of the normal dividend, it is actually equivalent of 1.33 for the three shares that will come post the bonus. So, last year we had one rupee per share as a dividend. This year while it is Rs. 4, it is equivalent of Rs. 1.33 per share on the enhanced number of shares.

Bhuvnesh Singh: Thanks a lot.

Moderator: Thank you very much Sir. Next in line we have Mr. Pramod Gupta from ABN AMRO.

Pramod Gupta: I have actually just two questions; one on the BPO side, Raman, actually after this acquisition of Daksh by IBM, do you see a change in the landscape, competitive landscape for the BPO business? That is my first question. And second, I just wanted to understand, in the SG&A side, this quarter we have had an absolute decline quarter-on-quarter, if you could just explain that. Thank you very much, bye.

Raman: Okay, this is Raman. Pramod, basically I think IBM acquiring Daksh, there are two aspects that come top of the mind; one is that despite all the, you know, rhetoric that we are hearing in the US about offshoring, about India, etc., here is a large and a very respected corporate that sees the need of having a beach head in India, having India fulfillment capability, and that pretty much demonstrates the corporate sentiment of where this entire business pea stands and therefore demonstrates the need of the industry of what can be done. But having said that, that while at the macro level it demonstrates the need, at a micro level IBM acquiring Daksh does create a competitive environment for Wipro Spectramind. There will be competition and it will create a challenge. We believe we have a robust demonstrated competency and capability of fulfilling the BPO needs of our customers with reference-able customers, and we feel that that will give us an opportunity to be able to show what we can do for our customers. But will it be a challenge? Yes, it will be.

Lakshminarayana: Pramod, LAN here. On the SG&A, quarter-on-quarter it has just moved from 206 crores to about 210 crores in the Indian GAAP, at a Wipro Limited level.

Pramod Gupta: I am talking about actually under the US GAAP in the segmental level in IT services it has come down, basically marginally it has declined in spite of a higher revenue, I just wanted to....?

Lakshminarayana: Yeah, because the data seem to indicate that it is more like flattish, , Could we discuss that later because the data I have, it is sure flattish from about 1492 million to 1494 million quarter-on-quarter. Maybe either of us is missing something, we will just check that one out.

Pramod Gupta: Surely, I will give you a call later. Thank you.

Moderator: Thank you very much Sir. Our next question comes from Mr. Sujeet Sehgal of UBS.

Sujeet Sehgal: Hi, good afternoon gentlemen. I just had one question, primarily on the mix of employees in the US, we note that almost 60% of this employee base is on an L1 visa. So, the two questions here; one is that given the entire backlash going on between using and misusing this L1, what are you planning to do in terms of reducing this. And the second thing is, we also note that Wipro is one of the few companies paying differential salaries to L1 employees compared to H1B and would you be needing to equate this and what impact we can expect on the cost structures? That is it.

Lakshman Badiga: Lakshman Badiga here, as far as the L1 visas are concerned or H1, I think we do not differentiate in terms of the salaries, and we comply by all the laws and other stuff which are required both in terms of H1 or L1. So, there is no real differentiation in terms of how the employee is treated or something.

Sujeet Sehgal: And in terms of the exposure to L1 being as high as 60%, would you be wanting to reduce this, or you are comfortable maintaining this exposure?

Lakshman Badiga: See, as of today, we do not see any reason for concern in terms of either L1 or something because the L1B which allows the specialist category to work in the US under the specialized knowledge category does not call for any review as of today. So, we do not see any concern immediately but we are looking at both in terms of how to balance it, both H1 and L1.

Sujeet Sehgal: Okay, and my second question was actually on the, you know, some cases on the backlash we have heard involving Wipro, two or three cases in the last six months, what would you attribute this to and are you seeing this trend increasing or the worst is already behind us?

Vivek Paul: I am assuming you are talking about the Capital One or you are talking about the individuals being held at airports or something?

Sujeet Sehgal: No, Capital One and you know, Lehman, etc.

Vivek Paul: Actually, you know, I want to be very clear, that has nothing to do with the backlash. We stood up. The only difference is that, you know, for a process that is only 20 people strong, we never anticipated that we will be on the front page of the Financial Times. So, I think the reality is, look, you know, we have been very clear in this Capital One, we did an audit, we found a problem, we disclosed it to the customer, and we said we will stand by whatever remedy that you think is appropriate and fair in terms of our relationship here. So, you know, let us be very clear here, you know, we are growing at a very rapid pace, we are expanding service lines, we are building great customer relationships, and through it all we will always be accountable to our customers, and we will never hide something, we will never not face up to any situation. That is what we are. So, we went up to the customer, we told them, and you know, I do not want to put this under backlash. It has to do with the fact that we had a problem. It is just that it got more scrutiny than it should have, but 20 people out of 10,000 is not something that you, you know,

overly worrying about, I mean, of course worry about even 1 out of 10,000, but frankly both of these; the Lehman case and the capital one case, I think that the Lehman case involves some 20 odd people and the capital one involved 30 people I think.

Raman Roy: 27.

Vivek Paul: 27, so 27+22, 50 people out of 10,000 over the space of one year, you know. I would not call that backlash.

Sujeet Sehgal: Okay, thanks gentlemen, thanks.

Moderator: Thank you very much Sir. Participants are requested to kindly restrict to one question in the initial round. Our next question comes from Mr. Alroy Lobo of Kotak.

Alroy Lobo: Yeah, Vivek, I just had, you know, one question for you. In terms of the, you know, trend if you are seeing in terms of multinationals bagging some large IT outsourcing contracts and some of them are you know, for customers which could be you know, customers of Wipro or for that matter the Indian IT services industry. In such a scenario, you know, what is the stand that Wipro would take; will they be, you know, willing to work with Accenture as a subcontractor or would they basically, you know, decide to, you know, sort of give away that project for those customers.

Vivek Paul: I think that, you know, I do not know which deal you specifically refer to, but to answer your question in terms of whether we would work with an Accenture, we already do. I mean, we have one customer where the customer has divided up the outsourcing into different packages and they have a concept of lead partner and pool partner. In one set of packages, we are the lead partner, Accenture is pool partner. In the other package, they are the lead partner, we are the pool partner. Look, we have no ego about this stuff you know. I mean at the end of the day we will work with a customer. There is another very large customer of us that wants us to be system integrator handling the entire range of activity by three other IT service companies, we are doing that. In another instance, somebody else is the lead integrator, on that we are working with them. So there is nothing, there is no pride, or there is no, kind of you know, I am bigger than you, in terms of how this works. You work together.

Kawaljeet: Hi, this is Kawaljeet here. I just want to know you know what is your per capita onsite wage in the March ending quarter and what was in it in the December ending quarter. And how much of the margins increased can be attributed to onsite wage rationalization?

Balki: The wage for, you know, the on-site wage for....

Kawaljeet: No per capita onsite wage?

Vivek Paul: Wage?

Kawaljeet: Yeah

Vivek Paul: Oh!, there was no change in the wage structure.

Kawaljeet: There was a comment made that you know, that in the H1B some special, you know, allowances which were there, you know, were withdrawn. Just want to know the impact of that on margins.

Suresh Senapaty: It is a very marginal change.

Vivek Paul: Yeah, that affected only 7% of our onsite population and that was the quarter before.

Kawaljeet: Okay, thank you.

Moderator: Thank you very much sir. We have our next question from Ms. Priya of Refco Sify.

Priya: Good afternoon sir. Congratulations on good set of numbers. My first question relates to the facts that while billing rate is the function of business offerings, do we expect further improvement in billing rate as the composition of technology business services increases on account of higher growth there.

Lakshminarayana: Yeah Priya can you speak louder, cannot hear you at all.

Priya: Yeah, LAN, I will just speak louder. Given that billing rate is a function of business offering do we continue to see improvement in the billing rate going forward as the composition of the technology business increases in the coming quarters?

Vivek Paul: I think that you know this is uncertain environment still as I said, you know, we have some customers that are demanding price declines, we are getting price increases on the other side, so we have the full bell curve right now. And I think that, you know, we have been able to see some good price stroke, we are going out and talking to customers about getting more prices, so our expectation is that the pricing should not be a depressant, but it is very tough to be terribly optimistic about continuing price increases right now. It is too early.

Priya: Okay. And given that you know, the TSP segment generally has a lag effect compared to telecom OEM spends. Given that now you are seeing traction in TSP segment also, could you give us the outlook going forward?

Vivek Paul: We have not really given any outlooks by vertical, but I think that as far as TSP is concerned, you know, we continue to feel that it should grow like, in line with the rest of the business, give or take a couple of quarterly aberrations.

Priya: Okay. My second question relates to the utilization rates, is it largely function of the net additions or is it; we would not expect it going down forward from 75 for the net utilization.

Balki: Yes, Balki here. The net utilization you know for the current quarter, that is quarter 4, is 75% versus 77% of the previous quarter, we do see some opportunities there.

Priya: Okay, thanks a lot. And this as a last question, out of the new client additions, how much have been on the telecom domain?

Lakshminarayana: Off the new clients added about four were the telecom OEM and about two in telecom service provider space.

Priya: Okay thanks a lot and wish you all the best.

Moderator: Thank you very much Ma’am. Participants are requested to kindly restrict to one question in the initial round. Our next question comes from Mr. Laxmikanth of HSBC.

Laxmikanth: Yeah, hi, good morning. I had a question related to your SG&A, you mentioned that about 1.1% of your margin increase came from SG&A gearing. I just wanted to know one factual thing. At this point, as a percentage of your IT services including BPO, software, and Nervewire, what would your SG&A be as a percentage of revenues, and secondly going forward, you know, what kind of leverage do you think exists, is it possible for you to support 20%-30% higher revenues at existing absolute SG&A base.

Balki: For the SG&A percentage for IT services is about 10.5%.

Laxmikanth: And what kind of leverage do you expect, you know, rather you believe you have at this point in terms of, you know, related to grow revenues next year, without proportionate increase in SG&A.

Vivek Paul: I am sorry; we need to correct that number that we just gave out. SG&A is 11.8% for the global IT services segment. So, we gave away different number there. Relative to outlook, you know, I think that our expectation is that we should continue to see some gearing over the year as we see continued volume growth, but it is difficult to give you a precise number.

Laxmikanth: Would you expect it to, you know, grow at a perhaps lesser pace than revenues.

Vivek Paul: Yes, SG&A will grow slower than revenues.

Laxmikanth: Thank you.

Moderator: Thank you very much sir. Participants are requested to kindly use your handsets while asking a question. Next in line we have Ms. Sohini Andani from LKP Shares.

Sohini Andani: Sir, my question is regarding Wipro Infotech business, we have seen this business growing on the top line somewhere between...

Lakshminarayana: You are not very audible Sohini, could you please be louder.

Sohini Andani: Yeah, my question is on the Wipro Infotech business, we have seen that in last two years or so, this business is growing, the domestic IT business is growing at about 14-15% rate, although the margin improvement, some margin improvement we have seen in this year, going forward do we see a inflection in the growth rate in the domestic IT business given that Indian economy is doing very well and what are the possibilities of further improvement in profitability of this business.

Suresh Vaswani: This is Suresh Vaswani here. See, our thrust in the domestic business really over the last two years and going forward is to, you know, really enhance our service offerings to customer and become much fuller in terms of services to customers. So today basically we are able to build the entire IT infrastructure for customers, we do infrastructure management for customers, and we also do software development and consulting for customers. So, our thrust really in the domestic market is to become strategic IT partner to key customers, and you, we will continue doing that and we will continue enhancing our service offerings as we go forward. Now, coming to your specific question, I think the domestic market is beginning to look more bullish, and we will continue to enhance offerings in this market, and we would basically strive to be ahead of the market curve in the domestic market.

Sohini Andani: Sir, the domestic IT business is contributing about 7% of the total revenues, do we see that share increasing in the total growth of the company.

Suresh Vaswani: See, the domestic IT business is contributing more than, it is around 11%...just one minute. Yeah, you know, it is very difficult to...

Lakshminarayana: Yeah, Sohini, 15% of revenues and 7% of operating income under US GAAP for year.

Sohini: Yeah, right.

Suresh Vaswani: So, you know, I think we are looking at the domestic market from a domestic market perspective. It is not actually comparable, because in the domestic market we also do a lot of hardware business in addition to the services and software business. I think the right way to look at it is we are addressing the domestic market with a full range of services, with our entire

range of IT product offerings, and we would continue to enhance and grow this market and keep ahead of the market curve. Now, how that translates into in terms of Wipro overall revenue.....

Suresh Senapaty: No, what he is saying is that, there are growth opportunities both in global IT as well as Indian IT. So it is not as if we have capped it saying that we don’t want to grow the business in a manner that the percentage mix would undergo change or cannot undergo change. So, it is, the very fact that they are businesses of their own; the opportunity for growth is completely open.

Suresh Vaswani: So we are driven more by keeping ahead of the market growth rather than you know internal percentages.

Sohini Andani: Right. Thank you Sir.

Moderator: Thank you very much Ma’am. Our next question comes from Mr. Srinivas of Strategic Analysis.

Srinivas: Yeah, hi, congratulation on fantastic fourth quarter results, gentleman. Quick question here on the Wipro Infotech, the domestic IT business. If you look at the Asia Pacific prospects, particularly the Middle East and the China and the Taiwanese markets, are we seeing some sort of go forward strategy out there in terms of expansion?

Suresh Vaswani: We are currently focused on the business in the Middle East market in Saudi Arabia and United.., basically in the GCC countries, and in the Asia-Pacific, we are more focused on Australia currently. So, our driver is to basically focus on these markets and, you know, continue the growth that we have been seeing in these markets over the last couple of years. So, we will invest in these markets. There is enough room for us to expand in these markets. So, we are focused on these geographies currently.

Srinivas: Are we looking specifically at any IT outsourcing contracts in these geographies?

Suresh Vaswani: No, we are addressing the IT outsourcing market specifically in India where we have won some contracts over the last one or two years. We have actually won three contracts over the last one year in the IT outsourcing space. Specifically in the Middle East and Asia-Pacific markets, our thrust is more on services and software integration similar to what we do globally.

Srinivas: Okay, thank you.

Moderator: Thank you very much Sir. Our next question comes from Mr. Supratim Basu of ICICI Securities.

Supratim Basu: Thanks, good afternoon guys, excellent quarter. If you could give me a bit more color on this, on the telecom OEM vertical in terms of where the growth is coming from in terms of segments or in terms of technologies, and also your utilities vertical which has shown a decent jump this quarter, and specifically with respect to Transco?

Sudip: Supratim, Sudip here, on the utilities vertical, after two or three quarters of lower than 10% growth, this quarter the growth has jumped to 13% and that has been led by Transco where volumes have picked up very strongly. We see client additions in that, we have added two more very large utility clients, and they have also started generating revenue. So, we continue to be very bullish as far as the utilities vertical is concerned.

Supratim Basu: So, Sir, would you take a call that the merger related uncertainties with NGT is over, it is behind Wipro now?

Sudip: Oh, yes, the merger related uncertainties resulted in, you know, the merged company reevaluating all the work packs, and deciding how they would proceed further. Since then, you know, we have had client additions in terms of new geographies getting added to Transco account, Transco North America which is now National Grid Transco has also started doing work with us and therefore we could safely say that that part of the story is behind us now.

Supratim Basu: Right, and if you can just push a bit more on this, would you then say that you actually see a share of the total potential budget in Transco actually likely to rise over the next four to six quarters?

Sudip: Well, that is difficult to answer in terms of share, because we do not give, you know, specific customer information like that.

Supratim Basu: Right, okay. And the telecom OEM side?

Vivek Paul: On the telecom OEM side, we are just coming off as I said of several quarters of sequential growth. We are not quite sure that we are going to see that same torrid growth rate continuing but I think that growth is definitely part of our.

Supratim Basu: If you could just give me a sense of where, you know, which segment, which technologies, what types of projects where you are actually seeing this growth?

Vivek Paul: I would say that what we are seeing is that first of all our fastest growing segment within this is tier-2 companies, which is companies that, you know, were not among the top 7 or 8 list that we had, but they had really depressed capital spending, and now beginning to spend on R&D again. So, that is a big growth segment for us and you know our very strong positioning in telecom makes us the natural choice for most of them. I would say the second is that, you know, relative to different customers, we are beginning to see again, you know, I am just thinking across the board, I mean, we are doing maintenance work, we are doing new product development, well, certainly if you compare to last year, I guess, new product development is more of it than it was before. We are doing....i am sorry, yeah, total product outsourcing, that is another one, where we take over the entire maintenance, field support, you know, installed base etc.

Supratim Basu: Right, with respect to these tier-2 vendors, do you actually see any increasing financial risk from a receivable perspective, one, and do you actually have to increase your sales and marketing cost to go after these tier-2 guys or do they just come to you and say “Hey, do this work for us?”

Vivek Paul: There are not that many tier-2 guys, so, and in some sense, you know, they are not unfamiliar names, are all people we been talking to, just they went underground for a while over the last couple of years, they are now reemerging. However, as the sales cost go up, I think that as far as their receivables is concerned, no, I mean I think that, certainly they don’t have the financial stability of a tier-1, but we are pretty careful about not signing up with fly by nights.

Suresh Senapaty: Plus, when you are talking about the growth rates, I mean, because the base of tier-2 is low, therefore the growth rates are higher. Or in absolute terms, it will still be the existing customer giving more business.

Supratim Basu: Right, thank you very much and good luck guys.

Suresh Senapaty: Thank you.

Moderator: Thank you very much Sir. Participants are requested to restrict to one question in the initial round. Next in line, we have Mr. Nitin Bambani from JP Morgan.

Nitin Bambani: I had a question on operating expenses. It looks like in the global IT business, operating expenses are close to 12% of sales which is around the lowest they have been for several quarters, past two or three years. I am surprised to see that there is still further room to reduce that. What is the level at which, you know, you need to sustain this on a normalized basis?

Vivek Paul: I think that you know the reason why we expect to reduce this is not by reducing the absolute spending, but by having spending go up slower than sales. I think that the second is that you know, at least three quarters ago this category also included provision for doubtful debts, which had gone up as a result of some good customers paying late. I think that that has also been addressed where it is in a much more manageable, in line with sort of long-term historical averages. So, I would say that that is kind of where we are.

Nitin Bambani: Right, and just a quick one on tax rate, it was 19% this quarter. What is the level we should be thinking about for this current quarter?

Suresh Senapaty: It includes about 6% provisions we made for past years.

Nitin Bambani: Okay, so, how about for this year?

Suresh Senapaty: Well, other than for that I suppose it will be within 1 to 1.5% range.

Nitin Bambani: Okay, thank you.

Moderator: Thank you very much Sir. Our next question comes from Mr. Dipen Shah of Dolat Capital.

Dipen Shah: Hi, just one thing on the billing rates, as you said that the billing rates have increased by about half a percentage point on a like-to-like basis, I just wanted to get a sense of what are the triggers we should be looking at, and what are the signals which we should be looking at, which would signify that billing rates could actually go up higher on like-to-like basis?

Vivek Paul: I am not sure I could give you any lead indicators, I mean, I think, you know, all I can say is that we are pushing that lever and you know it is meeting with mixed success, but some success. I am not sure, I am sorry, you asked me for what leading indicators you could see.

Dipen Shah: Yeah. On an industry wide basis there are increases in onsite salaries, when they come about then you will also be impacted, can we assume a rate increase or any other indicators industry wide, not specific to Wipro?

Vivek Paul: No, I mean, I think that to me the biggest indicator is demand growth, you know, and I think that we are seeing that.

Dipen Shah: Okay, thank you.

Suresh Senapaty: Can we have the last question operator?

Moderator: Sure Sir. Our last question comes from Mr. Nitin Chaturvedi of Quantum. Hello Mr. Chaturvedi? We will move on to the next question from Mr. Sachin Upadhyay of Gupta Equities. Hello Mr. Upadhyay?

Lakshminarayana: Yeah, Prathibha, then we will close the call.

Moderator: Sure Sir. At this moment, I would like to hand over the floor back to the Wipro management for final remarks.

Lakshminarayana: Thank you ladies and gentlemen for participating in this call and for your interest. If you have any comments, of course, the transcript of this call will be put up in a couple of days and an archived audio recording would also be available on our website for about a month, and in addition of course, if you have any questions, please feel free to call any of us in the investor relations team, we would be delighted to talk to you. Thank you for being in the call once again. See you next quarter. Thank you. Have a nice day.

Moderator: Ladies and gentlemen, thank you for choosing Cyber Bazaar’s conferencing service. That concludes this conference call. Thank you for your participation. You may now disconnect your lines. Thank you and have a nice day.

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EX-99.5

EXHIBIT 99.5

WIPRO LIMITED Q4 03-04 EARNINGS INVESTOR CALL (EVENING CALL)
APRIL 16, 2004

Sridhar Ramasubbu: Good morning ladies and gentlemen and good evening to the participants across the globe. I am Sridhar Ramasubbu along with Lakshminarayana and Anjan in Bangalore. We handle the investor interface for Wipro. We extend our very warm welcome to all the participants from US, UK and elsewhere to Wipro’s fourth quarter results and earnings call for the period ended March 31, 2004. We have with us today Mr. Azim Premji, Chairman and Managing Director, Mr. Suresh Senapaty, CFO who will comment on the US GAAP results for the quarter ended March 31, 2004. They are joined by Mr. Vivek Paul, Vice Chairman, Mr. Suresh Vaswani, President of Wipro Infotech, Mr. Raman Roy and other senior members of the management team who will be happy to answer the questions you have. The call is scheduled for one hour, the presentation of the fourth quarter results will be followed by a question-answer session. The operator will walk you through the procedure for asking questions. The entire earnings call proceedings are being archived and transcripts would be made available after the call at www.wipro.com. Before we go on with the call let me draw your attention that during the call we might make certain forward looking statements within the meaning of the Private Securities Litigation Reforms Act 1995. These statements are based on management’s current expectations and have associated uncertainty and risks, and these uncertainties and risks factors have been explained in our filings with SEC in the US. Wipro does not undertake any obligations to update forward-looking statements. Before we proceed with the investor brief, would like to clarify a housekeeping issue. The US GAAP press release talks about two revenue figures for global IT business. The actual revenue for Q4 is $276 million and the $289 million figure arises out of a convenience translation, which occurs at the end of the quarter. For comparison purposes and future projections, please use $276 million figure as the basis. As we are conversing, I am still in front of my system and available on email. If any one of you could not ask your questions, please feel free to send me a mail and we will answer those as well at the end of the call. Ladies and gentlemen, over to Mr. Azim Premji, Chairman and Managing Director, Wipro.

Azim Premji: Good morning to you. The board of directors at the meeting held this morning approved the accounts for the quarter and year ended March 31, 2004. The board has recommended a bonus issue of two additional shares for every share held and normal dividend of Rs. 4 per share equivalent of Rs. 1.33 per share on the expanded share capital, up from Rs. 1 per share on the existing capital for 2002- 2003. The board has also recommended a one-time dividend of Rs. 25 per share on the existing capital prior to the bonus issue. The details of our results have been mailed to those registered with us and are also available on our website. Let me share with you some of our thoughts on our performance and prospects. The year 2003-2004 was a defining year for Wipro in many ways. We went past the $1 billion mark at the corporation level as well as in our combined IT services businesses. We continued on our journey to be a comprehensive solutions provider for our customers through organic as well as inorganic initiatives. We successfully integrated our acquisitions and drove significant synergies. Every business unit, every geography, and every service line witnessed robust revenue growth. Our strategy to remain focused in technology business paid rich dividends this year as our telecom OEM practice led our growth with a 53% year-on-year revenue growth. In a year with significant rupee appreciation against the dollar and increase in compensation cost put pressure on profitability, we expanded our operating margins in our global IT business for three consecutive quarters, cumulatively improving our operating margins by over 250 basis points. In summary, the year 2003-2004 was a year when we demonstrated the resilience of our business model with healthy growth in revenues and profits. Our India, Asia-Pacific, and Middle East IT business, Wipro Infotech, demonstrated its leadership position with strong growth in revenues and expansion in operating margins. With similar good performance from our other businesses including Wipro Consumer Care and Lighting, we have had a satisfactory year. If 2003-2004 was a defining year, prospects for 2004-2005 seem exciting. Offshore outsourcing has delivered tangible business benefits to our customers. This is evidenced by the sustained momentum we are seeing in volumes of business. This trend will continue and perhaps accelerate. Customers

want to try out Indian IT service vendors for newer services. Our uniqueness in terms of having a wide product range of services backed by reference-able customers and our ability to incubate newer services and quickly ramp them up, positions us well to create strong value proposition for such customers, which is critical to achieve our stated goal of growing faster than the industry. Through all these opportunities, we will have to manage newer challenges such as growing scale and a firm rupee. However, the strength of our performance in 2003-2004 gives us confidence that we are in good shape to seize the opportunities and face the challenges that 2004-2005 will provide. Our focus to deliver robust results in a short term does not in any way take our focus away from our long-term strategy. We are aware that our journey to achieve our vision to be among the top 10 IT services companies is far from over. Our strategy on acquisitions has broadly worked well and we will continue to look for inorganic opportunities to enhance our skill sets and differentiators. We will continue to invest for the future both organically as well as inorganically. For as I have said before, the key to delivering sustainable shareholder value is to balance the demands of the short term with the requirements of the long term. I will now request Suresh Senapaty, our CFO to comment on financial results before we take on questions.

Suresh Senapaty: A very good morning to you all ladies and gentlemen, and good evening to all of you in Asia. Mr. Premji shared our view on the business environment; I will touch upon a few aspects of financial and operational significance. During the quarter ended March 31, 2004, we had a sequential revenue growth of 11% in our global IT services and product segment, which comprised of 11% revenue growth in the IT services component of that segment, and 11% growth in the IT enabled services business component of that segment. The 11% growth in the services component was driven by a 10% growth in the volume of business combined with a 3% increase in our realization rates for work performed offshore as well as for work performed onsite. The growth in our IT enabled services business was primarily due to an improvement of 6% in price realization and growth in the volume of business. Rupee appreciation continues unabated and the forward premiums have declined significantly. Proactive hedging has helped to significantly mitigate the impact of this appreciation on our financial results, and as of March 31, 2004, we have adequate forward cover for inflows at rates that are better than the prevailing spot rate. For the quarter ending June 30, 2004, we anticipate that we will continue to see volume led growth with prices moving in a narrow band. We expect to retain operating margins at current levels excluding the probable impact of appreciation of the rupee. The decision of the board to declare a one-time dividend was primarily one of fiscal management based on cash available, expected cash generation, and a need for cash for strategic opportunities. The decision on bonus was primarily based on the view of the board on increase in the liquidity of our script both in the Indian capital market as well as the US capital market. We will be glad to take questions from here.

Sridhar Ramasubbu: Yes Sir, operator you can go ahead.

Moderator: Ladies and gentlemen, if you wish to ask a question, please press *1 on your phone keypad. You will hear a tone indicating you have been placed in queue. You may remove yourself from the queue at any time by pressing the “pound” key. If you are using a speakerphone, we ask that you please pick up the handset for pressing the numbers. Once again, if you have a question, please press *1 at this time. And, we have got in the line up, Julio Quinteros from Goldman Sachs, please go ahead.

Julio Quinteros: Good morning gentlemen and good evening for those of you in India. My first question is primarily, looking at the data sheet that you guys provided, can you please provide some explanation around the sequential decline in your manufacturing business, plus the sequentially flat numbers on the vertical, I am sorry, the geographic market, the US geography looks as percent of revenue appeared to have declined as well. So, I was trying to get a sense for whether those two pieces are correlated to each other and what might have happened that led to the decline in your US revenues?

Sudip Bannerjee: As far as the manufacturing vertical is concerned, there has been a sequential de-growth in this quarter over the last quarter, and that is primarily driven by the fact

that there are some very large customers in that vertical who are under fixed priced projects, which finished this quarter. However, for the entire financial year, manufacturing vertical grew by year-on-year 49.1%.

Julio Quinteros: And what about on the US side, is that the same thing?

Rich Garnick: Yeah, let me take that. On the US side, it is partially due to that, but let us also factor in that we are working on a much larger base, and we grew the business 58%, the enterprise business, year-on-year. So, you know, the quarter was good but growth was a little subdued primarily around the fixed price projects conclusion.

Vivek Paul: And even then the US grew 8% on a quarter-on-quarter basis, 8.9% on a quarter-on-quarter basis, but since we have a very strong growth elsewhere it shrank as a percentage.

Sridhar: I think Julio the difference is just one percent from 70% to 69%.

Julio Quinteros: Correct, that is correct. Okay, may be, if I can just sneak in one other question. As you guys are looking at your margin assumptions for fiscal 05, could you talk a little bit about the assumptions you are making for ongoing onsite wage inflation, offshore wage inflation, what are you guys factoring into you model? Thank you.

Suresh Senapaty: Well, you know, the guidance we are giving, we have not given any annual guidance but we are saying that the margin for the quarter one of the current year will be in line with the margins that we delivered last quarter expect for the exchange difference, which is unknown variable. Yes, there will pressures with respect to compensation, there will be pressure with respect to Rupee, there will be, but there are other levers to deal with in terms of possible improvement in the offshore-onsite mix. We did a 1% shift last quarter which helped us improving the operating margins. We think we can do better going forward, and similarly while there can be cost increases, there could be also change in the mix of the new hires, where if you have more percentage of the freshers, that can do a mitigation of the cost increases that we will be required to give in future. Similarly, utilization is an area where it can give us little more scope. We think there could be better achievements on the SG&A expenses in term of high productivity there, which means, it will grow but it will not grow in the same line as the top line. A combination of all these factors we think while there are lot of cost pressures, they could be met with all these levers pulled in.

Julio Quinteros: Great, thank you guys.

Moderator: Now, from the line of Moshe Khatri with SG Cowen. Please go ahead.

Moshe Khatri: Good morning, and great quarter. I just wanted to confirm a couple of things, as a follow up to Julio’s question. US actually was up on a sequential basis, am I correct, in dollar value I have it up about 11-12%?

Vivek Paul: No it was up 8.9%.

Moshe Khatri: Okay, so that is not far. I also wanted to focus on a couple of things; one I wanted to focus on pricing, pricing seems to have been up sequentially on a year-on-year basis both offshore and onsite. Can you talk about that?

Vivek Paul: Sure, I think that, if you look at the price increase that we got, it was about 3% on bulk. I think of that I would say 2.5% or so is what we call yield improvements. We were able to move to a higher mix of better business, we were able to have fixed price projects that contributed more on a per billed man-month basis. So, as a result we got, I would say about 2.5% of that from yield management. I would say the other 0.5% would be from what you would call price increases which is we went to customers and ask for a price hike.

Moshe Khatri: Okay, how about if you wanted to focus surely on bill rates. Can you give us any color on the direction of bill rates during the quarter on a sequential basis?

Vivek Paul: They went up because as I said we re-negotiated contracts with customers to get a higher price.

Moshe Khatri: So, there was a mix and there were fixed price projects basically.

Vivek Paul: Mix includes the fixed price projects, and just apples-to-apples price up. Now, the apples-to-apples price up was from the dip, and that is why I would not you know, factor in a 3% sequential growth for every quarter, but the level of pricing in terms of, you know, dollar per man month we at right now is very sustainable.

Moshe Khatri: Okay, that is understood. Turnover rate hasn’t really changed on a sequential basis, kind of remains I think at about +16-17%, relatively high. What are we doing to kind of bring it down going forward?

Vivek Paul: Well what we have seen is that the attrition has been primarily in the 0-6 years experience category, and if you look at the attrition in the higher rank it has actually been more on a percentage basis by as much as 5-6 points. So, what we did is in the last quarter call, we had said that we were seeing that pressure, we actually had a compensation increase for that category of people, 0-6 years experience, in the last quarter and as a result on the first of March, and we were able to absorb that compensation head and still deliver operating margin improvements.

Moshe Khatri: Right, next two items, one, looking at your SG&A expense ratio, you did a pretty good job bringing it down during the quarter. Can you give us some guidance, forward guidance in terms of what that ratio is going to be, you know, looking forward in FY05?

Vivek Paul: I think it should improve a little bit, not as much, no, I would not put in 1.1% improvement every quarter, but I think that as we get volume and we gear it, I think we should be able to see some improvement.

Moshe Khatri: Okay, but it actually fell from 14-15% to roughly 11-12%, the 12% level, is that sustainable?

Vivek Paul: Well, the 15% was also at a time when we had a very unusually high provision for doubtful debts due to late collections, you know, the way that we provision for doubtful debts. So, in a sense that had actually really moved that number several quarters ago, which we as we mentioned last quarter really brought down significantly.

Moshe Khatri: So, we should budget roughly about 12-13% going forward. How about, I wanted to talk about the effective tax rates came out roughly to about 20%. What sort of a number do we budget and we project or do we factor going forward?

Suresh Senapaty: If we look at a yearly tax rate, I suppose it will be within the 100-150 basis points. The last quarter we had about 6% increase in the effective tax rate because of a provision we had to make for the past period.

Moshe Khatri: Okay, so we should budget a 150 basis points increase for FY04?

Suresh Senapaty: That is right.

Moshe Khatri: Okay. Two last things, one, return on capital notice that year-on-year for FY04 was down compared to 03. Can you talk a bit about that especially in services? And finally, you

know, obviously we cannot go through accomplishment without talking about that, sell cycles, any change in the sell cycles in your various businesses given the so called backlash that we are seeing in the States? Thanks.

Suresh Senapaty: Yeah, so far as the return on capital employed is concerned in the Wipro Technologies, in the year 2003-2004, we got the full impact of the BPO part of the business, whereas in the previous years you had only part of the year, where the BPO business was there which has higher level of capital intensity. And also there was a piece of the cash, which was sitting there which has made the difference, and therefore the return on capital employed tends to be lower in 2003-2004.

Rich Garnick: I am Rich Garnick. With regards to sale cycles and in relation to backlash, we have seen both positive effects as it relate to the business because we see in some clients, actually accelerate their ramp up or decision making one way or the other prior to the entire political fall out. We have also seen a few examples where clients have delayed, primarily around the BPO business, their final decision to either come visit offshore or make the decisions to execute on what is clearly a continued view of the compelling economic values that the global delivery model bring along with the processes that we talked about many times.

Suresh Senapaty: And also Return on Capital Employed, we have seen that compared to 2002-2003, there has been a deduction in the operating margin by about 6%, and that has also impacted the return on capital employed.

Vivek Paul: Also, let me just add on the sales cycle. I think that what we are seeing is that the sales funnel is growing as a result of this offshoring debate because the awareness that has been created is huge and people who weren’t thinking about it, are saying, “Oh my gosh, I need to be thinking about it.” If you look at the sales cycle, the sales cycle is generally unchanged. The thing that is getting affected in a few cases is the ramp ups because particularly deals that were on the back of the US layoffs are generally being pushed out, customers saying, “Hey, if I waited two decades for this, I can wait six more months and I will do this after November.”

Moshe Khatri: Great, thank you very much.

Moderator: Our next question comes from Mayank Tandon with Jenny Montgomery Stocks. Please go ahead.

Mayank Tandon: Thank you. I just had one question. Most of my questions have been answered. I wanted to just get a better sense of why Wipro’s gross margins on the IT services side are so much lower than some of the other major firms in the offshore outsourcing market. If you could give me some perspective, is it a function of business mix or other factors behind it? Thanks.

Suresh Senapaty: Well, I think, partially the business mix because some of the other companies have the component of product, which is much higher. We also saw the classification may not be exactly in the same frame, in terms of what is being classified as a cost of good versus what has been classified as a SG&A. There could be certain areas of difference in treatment between peers.

Mayank Tandon: But the difference is quite big, I mean, I would say it is close to 7 to 8% points relative to some of your comparables. So, is it the business, or are you suggesting that on the product side, gross margins tend to be lower, but net-net the operating margins are even or do they tend to be lower as well, and then what might be some classification issues.

Suresh Senapaty: To the extent, that is, at an operating level whatever the difference is, that difference is in just, you know, put it at SG&A level. I do not know with whom you are comparing, but we have seen that the SG&As are generally within a particular range.

Mayank Tandon: Okay. Okay.

Vivek Paul: Also, it could be the mix of the onsite-offshore.

Mayank Tandon: Okay, thanks.

Moderator: And we will go to the line of Ashish Thadhani with Brean Murray, please go ahead.

Ashish Thadhani: Yes. Good evening. Very nice quarter. Just wanted to focus a little bit more on the SG&A drop, which was quite meaningful as a percentage of revenue in the quarter, is it possible to breakdown the components of that a little bit and also do you have a near-term operating margin objective that you believe should be sustainable over the intermediate term?

Suresh Senapaty: Yeah. We have said that the operating margins will be sustainable based on whatever operating margin we delivered last quarter, we will have the same operating margin in the current quarter but for the exchange difference, and so far as the SG&A is concerned, turns out to be, actually the amount is flattish, which means it has not grown in line with what the top line has grown.

Ashish Thadhani: I see. Okay. I just want to focus on what Sridhar said at the beginning of the call because your guidance calls for core revenue of 292 million dollars and the income statement for the fourth quarter has 289 in the March quarter, could you just explain what I might be missing over here?

Suresh Senapaty: Right, you know, the actual billing has been $276 million. We have seen that about 80% of our billing is in US dollars, the balance is non-US dollars, and if you convert the non-US dollars into dollars then $276 million will be actual invoiced billing in the quarter ending March 2004, and all our accounts are functioning currently in Indian Rupees, but for the US GAAP, we also give a column which says the convenience translation. The entire rupee is divided by the closing dollar rate, dollar-rupee rate, on the March 31, 2004, based on that the conversion is taking place. So, that conversion because the spot has declined, which means dollar has depreciated and rupee has appreciated, it is getting reflected as a higher dollar amount at the end of the quarter.

Ashish Thadhani: So, what you are basically saying is that it got a distortion and got bumped up because of the very late strength in the rupee in the quarter?

Vivek Paul: That is right.

Ashish Thadhani: Okay.

Vivek Paul: Functionally, the actual billing rate is $276 million.

Ashish Thadhani: I understand, very helpful. Also on the tax rate, I am not quite sure I understood, you said 150 basis point hike from the quarter or for a year or could you just explain that a little bit better.

Suresh Senapaty: Right. We were saying that if you look at the ETR that we have for the year, last year, then we could not see a change beyond 100-150 basis points for the current year.

Ashish Thadhani: Okay.

Suresh Senapaty: In the quarter ending March 2004, there is a higher tax rate primarily because we had a previous year provision which has to be made, which has impacted the ETR by about 6% at this point.

Ashish Thadhani: Got it. Got it. And finally for Raman, there was a sequential reduction in the BPO employee count, what should we make of that?

Raman Roy: The sequential reduction of about 150 odd people in the BPO business was essentially due to we redeployed people that we had taken. You would have seen that in our last quarter, we had a pretty significant growth in terms of revenue that was essentially because we picked up some one-time business linked to Christmas and holiday seasons and some new product launches by our customers, that business ramped down and we redeployed people, and it is those redeployed people that generated the incremental revenue for this year. So because we did not need additional people, we did not hire them. The number of people in training has also gone down by about 200 people, and the 150 odd is the net reduction in people.

Raman Roy: Yeah. Also you see that our realization has gone up about 5.7% and that is because these people were, we were able to utilize people more effectively and efficiently.

Ashish Thadhani: And what was the bottom line result for that unit?

Suresh Senapaty: Oh, it is in line with the operating margins for the overall global IT services.

Ashish Thadhani: Thank you very much.

Moderator: And we will go to line of with Mr. Chowdhary with Midwest Research, please go ahead.

Mr. Chowdhary: Congratulations. This is a good quarter here. Few questions in terms of package application implementation, I was wondering what are you seeing there, which software packages seems to be having a lot of interest?

Rich Garnick: Yeah, we have seen growth across the entire area, and from a standpoint of the packages that we have seen most are SAP package, yeah, from a standpoint of our, that is the implementation of SAP. We saw some good growth this past quarter. We are not breaking down financially for providing information, but SAP or for Seibel, all saw robust growth. PeopleSoft on a low base also saw high percent interest.

Mr. Chowdhary: And also you have a very good history of competing successfully against IBM, and IBM did announce the results yesterday where the service revenue was little light. Have you been in the competitive situation against IBM, and if so, what may be the reason you won or lost against them?

Rich Garnick: Yeah. We have been facing IBM on an increased basis this past year, at least in the America, and in the package implementation business. And on numerous occasion its combination of our global delivery model, the economics that are there, and more importantly it is the value proposition around the quality and predictability that we were able to demonstrate across the enterprise, and then at the end of the day, the solutions that we are providing that wins the day for, you know, winning the engagement against an IBM, Accenture, or other major competitors.

Mr. Chowdhary: And also, last question, like there is a lot of interest especially in the large corporations to confirm to various regulations like Sarbanes Oxley, HIPAA, or there are many other similar ones that have been floating around. Did you see any pickup because of the companies or your customer’s desire to be compliant to these initiatives, and if so, what would you think that going forward once these regulations deadlines are met?

Rich Garnick: I think, generally there is no specific regulation that is world demand likely in the fashion and parallel to Y2K. HIPAA is the single biggest regulation along with Sarbanes Oxley

that are, you know, driving demand for change in the IT world. Companies are working to get a year long extension, which is, you know, pushing out the compelling effect and wants to get things done this fiscal year, however, there is a high priority with major corporations. And in the HIPAA we are seeing some tremendous interest there and my colleague Sudip Bannerjee talked about what he is saying it in the health life and science side.

Sudip Bannerjee: Before I complete that just wanted to let you know that overall in the package implementation business, the year-on-year growth has been 69% and also in the certain specialty areas like, you know, SAP ISU for the utility segment, we are very proud that of the six large implementation around the world, three have been done by us this year. Coming to other vertical industry specific packages, all of them have been showing good growth and traction including HIPPA in the health science segment, we have growth in business intelligence and data warehousing packages. We have also had growth in other small e-com packages and vertical solutions that cut across various vertical lines.

Raman Roy: This is Raman. There is another aspect of HIPPA that impact the overall business that Wipro offers, one is our services to our customers to make them HIPPA compliant, and second is on the BPO side, the facilities and the service offerings by Wipro Spectramind are compliant with HIPPA, and we are servicing customers in the health insurance arena for right from origination to claim adjudication where we have demonstrated compliance with HIPPA.

Mr. Chowdhary: Excellent. Congratulations.

Raman Roy: Thank you.

Moderator: And we will go to the line of Mick Dillon with Arete Research, please go ahead.

Mick Dillon: Hi guys, Mick Dillon here. Just answer for us two very short questions. One was on cutting loses at NerveWire if you could just give us description on having transition from negative losses at NerveWire has that become positive now and with that, you know, some of the contributing to the Q4 margin swing. And then the second question is around utilization. It fell in the fourth quarter, I think; it is down on 75% if I remember the number correctly now. Do you expect that to further fall in the first quarter this year as the Q3 hires and Q4 hires come on line?

Balki: This is Balki here. Let me take the second question on utilization. Yeah, the utilization fell by 2, the net utilization fell by 2% points, but the overall gross utilization at Wipro Technologies level remains the same. It was 69% the last quarter as well as this quarter.

Girish Paranjpe: Hi, this is Girish Paranjpe, about NerveWire, yes, over last couple of quarters we have seen reduction in losses and we have been able to integrate NerveWire into Wipro Technologies more holistically and use the capability across multiple verticals.

Mick Dillon: So, NerveWire is now no longer in losses and you are also saying cross sales synergy, is that a correct assumption?

Girish Paranjpe: We have reduced the losses significantly in NerveWire and we are able to use those views and capabilities across whole of Wipro Technologies.

Mick Dillon: Okay, and back to the utilization, the forward looking utilization you are expecting that to raise, or, I mean, I know Girish, you were flat right through the year, what you are expecting the net?

Girish Paranjpe: Yeah. We want to use that as a lever to deal with the other cost pressures that we have to be able to maintain our operating margins.

Balki: I think check the last two or three quarters, the highest number we have reached is 70% so there is some opportunity to increase the number.

Mick Dillon: Right. Okay. Thank you.

Moderator: We will now go to the line of Andrew Steinerman with Bear Stearns, please go ahead.

Andrew: This is Andrew Steinerman, just to get the Rupee strategy down for Wipro, you have been very specific to say that we are going to be managing operating margins excluding, rupee appreciation, does that mean that you are managing any operating levers to try to offset rupee appreciation and could you just remind us financially how you might be hedged, more percentage might be hedged against rupee appreciation?

Suresh Senapaty: Right. Actually, if you look at, Wipro has been traditionally proactive in the hedging of the currencies, foreign exchange exposures, and we have been able to do that quite a lot in the last quarter. As a result of which last quarter we had the adverse impact of that only to the extent of 40 basis points. As of the year-end, we have in excess of 900 million dollars, US dollars that have been covered. So, we think that would have a much more sober impact in the current year, across the year, but still one cannot be completely precise in terms of the actual impact of it because the coverage is only the dollar component, Euro exposure, pound sterling exposures, etc. etc. and similarly there is the expenditure side where there will be lot of expense we will be incurring in terms of buying dollars and pounds. So one cannot be precise, but one is fairly decent handle to say that the impact will be much more sober.

Andrew: Right. So for each additional 1% rupee appreciation, how much operating margin effective you think it would be?

Vivek Paul: We were saying that it will be about 50 basis points, that is before hedging.

Andrew: That is 50?

Suresh Senapaty: Percent change, whether hedged or un-hedged, the 1% change in the foreign exchange that is rupee-dollar, the impact would be 50 basis points in the operating margin.

Andrew: And how much of that do you think have hedged?

Suresh Senapaty: That is what I am saying, I mean, there are only, we have a hedge of more that 900 million dollar as of March 31.

Andrew: I see.

Suresh Senapaty: But when you talk about currency exposures, we have exposures in Euro, Pound, and Yen, etc., etc., and all these legs are not necessarily hedged.

Andrew: I see. So 1% maximum will be 50 basis points effect expect part of that is hedged, if so it will not be that much?

Suresh Senapaty: Correct.

Andrew: Okay. Thank you very much for your comments.

Moderator: And we will go to the line of Sameer Nadkarni with W. R. Hambrecht please go ahead.

Sameer: Thanks, good quarter. Couple of questions. First of all I wanted to just get a sense if you can provide any color as you see accounts ramping up deployments or coming to the table in terms of starting up offshoring strategies, are you seeing in any change in terms of the size of accounts that are starting to come to the table for conversation, I am thinking of any color relative to the large Fortune 100, Fortune 500 accounts versus smaller mid-size companies.

Vivek Paul: Sure. I think, first of all if you look at the 31 new accounts that we added this quarter, something like 15 of them were from Fortune 1000 or Global 500 customers, that was a pretty good mix. The second is that if you look at the size of deals, if you recall we had mentioned the last quarter that we had, you know, won several larger deals, not deals in terms of committed revenues or in terms of potential of the customer wanted to outsource, and we continue to see, as I said earlier, very strong growing demand, but attenuated in the immediate term by people wanting to slow down any ramp because it is coming on the back of a US lay off.

Sameer: Okay and then on a different note relative to the attrition and the wage issue, couple of quick questions here on the attrition, are you seeing any change relative to attrition related to the US-based multinationals coming into India and ramping up as opposed to the domestic competition.

Vivek Paul: No, I do not think we see any significant change quarter-on-quarter, as I said we do continue to track how many people we lose to them and how many people we gain from them and there is a two way flow, although net-to-net we are a loser to them.

Sameer: Okay and also just curious about any thoughts you could share relative to the restricted stock program that has been proposed, how that would be used for potential future wage increases, and I am just curious about wage increases on the fixed portion as opposed to using something like restricted stock program that could help alleviate the increase in the fixed portion of the increase.

Suresh Senapaty: Yeah. You know, over the past few years we have seen that lot of debate has been generated in terms the way the ESOP plans has to be accounted for, and in terms of the proposed draft we have just come out on March 31. Since that the stock options has to be taken a hit into the P&L based on the financial value, where we find that, on the map that we did, that is, the hit into P&L that you do is significantly disproportionate to the perceived value of the employee. So we have been thinking about coming out with an alternative instrument in addition to the normal wages that you give which has a component of fixed salary, variable salary and deferred component. We thought to come out with an instrument whereby you still have a longer term lock-in and you know align the particular interest with the investors. So, we came out with this particular plans as a result of which, this will enable us to give options, give the restricted stock units, which subsequently will get converted into stocks on vetting, and on exercise, and in India typically there is a concessional tax that has been paid on all these options only on sale of those shares, that means, options get converted to shares and if shares are, you stay with that share for one year, it becomes a long term capital asset and therefore it suffers a tax rate of about 10%. So that is a very advantageous position to be with using this particular scheme, which is a scheme which has been approved by the board and the comp committee has recommended for approval of the shareholders. We are targeting the shareholders meeting on the 11th of June, post that this will be implemented. So if you enable us to take a hit to the P&L account in commensurate with the perceived value by the employees. We will be able to the giving it to the selected employees to be able to retain and attract talent in addition to the normal compensation structures that we have.

Sameer: Okay what I meant to get here is, you think about a let us say a 10% increase in wages for what portion of that would be fixed increase in salaries or something like that as opposed to variable or stock related compensation?

Suresh Senapaty: Well I do not think we have finalized that as yet. After the scheme gets operational post the shareholders meeting, comp committee will sit down and discuss on that.

Sameer: Okay perfect, and one last one you made a comment about potential change in the hiring mix, potentially increasing the number of entry level hires and I am just curious if this implies effectively a change in the ratios that you have for your delivery teams of senior professionals that are managing teams of entry level engineer professionals?

Vivek Paul: Yeah I think if we hired more campus graduates then we would end up changing the mix of delivery. I am not sure, was that your question?

Sridhar: I think that is fine.

Moderator: We will now go to Mr. Trideep with UBS. Please go ahead.

Trideep: Yeah hi congratulations to the management on a decent quarter. Two questions, first, you talked about this 0.5% net price increases, now could you qualify little bit in terms of which part of the business, R&D or enterprise, and if it is in R&D, is it more specific to some specific skill sets or it is kind of quite, I mean, across the board?

Vivek Paul: We have seen successes on both sides, R&D and IT, but most of the price increase came in R&D, and it was not related to skill sets as much as just customer negotiations.

Trideep: I see. The second is what are your views regarding domestic consolidations, would you be keen to look at companies or Indian companies in a particular niche or do you still focus on the, like you know, focusing on front ends or consulting skill sets like staff onsite?

Vivek Paul: I think that you know we have to stay focused on, actually, company wise take it be opportunistic, take a look at what comes up and then be pretty tough in terms of whether it meets the financial, strategic, and cultural parameters. So clearly being an Indian company, the cultural parameters are closer and easier to bridge. In terms of strategic and financial, it really depends, you know, if we think we can organically build that business just as well without having to pay a price, we will not make an acquisition. On the other hand, if we feel it is something that could be either an accelerant or it could be a new skill set we would look at it, so I cannot say there is any hard and fast rule except we look pretty actively at all deals on the table.

Trideep: Finally, like you know, this salary hike for FY05, is there a particular quarter or timing that you are planning.

Vivek Paul: No, there is no quarter or timing that we planned, but if history is any guide typically it happens in October.

Trideep: Okay, thanks a lot and best of luck for future.

Moderator: We will go to Amit Khurana with Investsmart. Please go ahead.

Amit Khurana: Just a housekeeping question, what is planned CAPEX for the FY05?

Suresh Senapaty: Amit we have never given any specific guidance on the CAPEX, but it will in line with what the requirements are, and if you have seen, the guidance says primarily volume led growth, so to that extent the CAPEX will be in that line.

Amit Khurana: Okay, okay. okay my other question relates to Vivek, what I was referring to you in the morning call on the risk parameters that we currently face on the business, essentially the risk parameters have now turned to be higher attrition and appreciating rupee from a scenario where in we had billing rate pressure and clients pulling off engagements. So given this scenario

do you feel this is a more comfortable scenario to tackle rather than what we have gone in the last four to six quarters?

Vivek Paul: Well I think that certainly you know internal risks are a lot easier than external risks. So I think that in some sense you know it is very tough to fight a down market. It is much easier to fight, you know, how you can drive more productivity, what you can do in terms of creating some excitement in the organization. So, you know, recognizing that life will never be short of challenges, I think internal challenges are better than external.

Amit Khurana: Okay, now this leads to me on the second part of my question which is that while we talk about offshoring catching up in all the areas that we service, essentially the trends really do not indicate the same translating into numbers, and we have seen most of the Indian vendors, and this is not specific to Wipro, most of the Indian vendors are actually growing faster onsite in terms of numbers, something if the challenges are changed for the better for us, is there a push that we will try and move towards offshore more aggressive and try and may be scale up the margins?

Vivek Paul: I think that there will be a move towards more offshore but the reality is many of the new assignments start off being onsite centric. We mentioned that, you know, we added a, you know, we won lot of deals, last quarter we shared, and you know, as they ramp up, they are going to ramp up onsite first through the knowledge acquisition phase. The second element is that particularly for Wipro as we made a higher thrust into consulting that changes the onsite ratio as well.

Amit Khurana: Okay, okay and finally my question relates to the volatility that we go through on SG&A every quarter, is there a certain benchmark that we should be using for our projections that could help us, I mean, I understand there is a steady state that you have been indicating all through but the quarter on quarter volatility I mean what could be the reason that one could look at which leads to this volatility every quarter?

Vivek Paul: You know, I could not, I mean I do not have the data that way, so I cannot answer your question. All I can say is that several quarters ago it shot up because we were making provisions for doubtful debts even from good customers because that is the way the provisioning works. We collected those receivables, our SG&A improved and that factor became a non-issue, and after that we have been trying to drive reductions in SG&A so that we can get operating margins improvements, and looking forward we expect SG&A to rise lower than sales

Suresh Senapaty: But net-net if you look at the SG&A for March 2003 was about 13.6 and SG&A for March 2004 is 13.7.

Amit Khurana: Yeah, actually my point was if you look at starting on first quarter FY04 and we go down to Q4 of FY04 there is a lot of volatility quarter on quarter which gets translated, now this is different from what we get to see in the other Indian vendors or per se any other service company, so is there any specific reason to Wipro that leads to this volatility?

Suresh Senapaty: I think in last four quarter if you see, there has been, the delta primarily has been on account of the provision for doubtful debts. I think in the last two quarters we have been able to focus much better, the DSO has dropped, and we have been able to bring down the provisions on that account as opposed to the earlier first two quarters, but yes, we have seen this particular volatility. Similarly the acquisition that we did, whether it was Wipro NerveWire, etc. the new adds, and you know, May 2003 we added on Wipro NerveWire. Again, it had its own SG&A cost being a consulting business, so that got sorted towards the later part. So I think more of this volatility is because of the acquisition.

Amit Khurana: Okay fine, thank you and all the best.

Vivek Paul: Thank you.

Moderator: And we will go to the line of Anupam Thareja with HSBC. Please go ahead. Mr. Thareja your line is open.

Anupam: Yeah hi, congrats on an excellent quarter. I am sorry I am going to dwell on the SG&A again a bit though on a slightly different line. I mean, if you look at you had 150 sales people when you started the year, you have 149 now, your clients, number of clients has gone up, so per sales person the productivity has gone up by almost 12-15%, I understand the Indian salesmen work harder probably are paid less than foreign, but my worry is, there are two parts I am trying to understand, there is a huge discrepancy between the Global IT services company and Indian services company in terms of SG&A as a proportion of sales, but I think the more relevant question which I am trying to understand is what for a billion dollar company with 150 people, 13% probably is the right number. Is it a step function in which SG&A goes up or would you say a 2 billion dollar company also 13% is a fair number, I know it is difficult to answer in terms of a percentage but I am trying to understand is, there is investment phase, and there is harvesting phase, there is a investment phase because from a lot of angles if I look at it, this 150 sales force giving a 30-40% revenue increase on a YOY basis, I do not know what, I am trying to understand the modeling of it, if you can probably give some color on this one?

Vivek Paul: Yeah, you know, I think that it is a reflection of the market more than anything else. If you think about it over the last 12 months, the market has moved from us trying to sell aggressively, the whole notion of offshore has been an exotic concept to the fact that it became an acceptable concept and most of the customers were flying to India to decide who to do business with. So in a sense, the scene of action almost moved from trying to sell the concept of offshore, to trying to sell Wipro versus any of the other aspirants, and as a result you ended up having a lot of that sales load being taken on also offshore and also reducing the effort if you will in terms of creating the awareness.

Anupam: Would you have any sense on right number?

Suresh Senapaty: Yes, it if definite, that point I thought, the other thing is also with the acquisition of the consulting business that we have got. These consultants when they are billable there is a particular component of that time which also get into sales.

Anupam: Right, right, right.

Vivek Paul: This is just a benefit of that.

Anupam: Right. Quick second question, I think what I am, I think we have argued this before but what I am trying to understand is we say our pricing has improved because the deals have gone up, is there revenue mix or the kind of business mix also reflected in this one ?

Vivek Paul: Yeah this is all kinds of, I mean, basically what we give you is the dollars yielded per man-months billed. That is the number that we give in terms of what we call pricing, and so it really covers the whole range of, if your mix changes between let us say higher end project which has a higher rate versus a lower end project, mix shift between customers that pay more versus customers that pay less. Mix shift between a special service, mix shift between geographies, so there is a whole bunch of mixes, mix shifts between fixed price projects and time and material, fixed price projects become under run or overrun, so I think that all those things shift the yield.

Anupam: Right, just a quick question I understand the yields improving because of fixed projects getting over in relatively better time, but would I be wrong in my understanding if I say the higher you move up the value chain the lower the margin is because wage arbitrage of the labor arbitrage keeps on reducing?

Vivek Paul: I guess it depends on where you deliver that service from. You know, for example, you talk about of consulting it may not be so much the realization is high. But if you talk about a package implementation, you talk about the infrastructure support outsourcing service, if that can be delivered from India, you tend to get little better realizations there. So for example package implementation has a higher yield than application maintenance for example.

Anupam: Right. One final question I think for a long time we have seen that we have an inverted pyramid in terms of the top lines are going brilliant but the bottom line is always lower than the top line growth because one or the other variable kicks in which are not actually totally discretionary, and going forward there are depreciation, there are taxes, there is wages, do you think at some stage our model can become either straighter or flatter at the bottoms which means that we can leverage either on scale or some particular variable you see panning out where our bottom line growth can be faster than the top line growth. Thank you.

Vivek Paul: Yeah you know the wildcard in all this is the rupee, I mean, you know, and we are trying to flatten it as much as we can through the hedging program, but I mean it is just something that you cannot call in terms of when that will straighten out, I mean you can do a lot to improve you margins, to you know either offset price declines or start to drive price increases, to offset compensation declines, but it is like running up and down accelerator when that rupee is rising.

Anupam: Right, thank you very much, congrats and good luck for future.

Sridhar: One question in the pipeline and probably we will end it there because we are closing to the 60-minute time.

Moderator: Thank you. Our final question will come from Julio Quinteros of Goldman Sachs. Please go ahead

Julio Quinteros: Thanks guys, I actually just wanted to get one point of clarification both from Vivek and Rich, both of you guys had comments about ramp ups and sale cycles, can you just both clarify what you are saying, it almost sounded that one of you were saying that ramp ups are being pushed out and then another comments on it almost like, sales cycles were okay, can you just clarify that point, and then finally the application development and management revenue on a sequential growth basis, can you breakout the sequential contribution of application development versus the application maintenance growth? Thank you.

Vivek Paul: Yeah let me just try and explain what Rich and I were saying, if you break the sales cycle down into funnel creation, I think that the funnel creation is pretty strong, as the visibility that this whole notion of offshoring has got from all the media publicity. In terms of customers making decision to do it, I think again we are seeing that customers are still you know completely convinced, in terms of the concept of doing it, going through the RFP cycles or through your own internal procurement cycles, and not this similar fashion they were doing before. So, with funnel creation improved sales closure, you know, sale, ramp up has slowed in some instances, and the some instances are where customers were thinking of doing a layoff in the US where some of them are saying, I am going to go ahead and do it anyways, and some are saying, look I would rather wait for six months.

Julio Quinteros: Okay, and that six-month time frame for the elections to be over?

Vivek Paul: Pretty much, just nobody wants to, you know, nobody tells that this concept is under question, they just don’t want to be on the front page of any newspaper.

Julio Quinteros: Understood, understood, and then may be, on the application development and management sequential growth, is it possible to break out the contribution of apps development versus apps maintenance?

Vivek Paul: We break out the, you know, higher value-added services like package implementation and infrastructure services but we do not break out development versus maintenance.

Julio Quinteros: Any, just any color then in terms of what kind of sequential growth you guys saw? I am just trying to get a data point relative to many of your competitors who reported like....

Vivek Paul: Yeah, I will say that you know if you look at new customers, they continues to be maintenance driven, but most of those are getting from existing customers, and the existing customer growth is coming, a lot more than it used to on the applications development side.

Julio Quinteros: I am sorry, can you repeat that one more time?

Vivek Paul: New customers, you know, when we enter into a new customer many times you are entering through the maintenance route.

Julio Quinteros: Yes.

Vivek Paul: And existing customers, where most of our growth has been, some of that growth is, more of that growth this year has been from application development than it was last year.

Julio Quinteros: Okay got it. Great, thank you very much.

Sridhar: Thank you very much to all the participants and if you need further clarification please contact me or Lakshminarayana, we are available on our mobiles and over to the moderator.

Moderator: Ladies and gentleman this conference will be available for replay after 11:45 AM Eastern time today through Saturday, May 15 at midnight. You may access the ATNT replay service at anytime by dialing 1-800-4756701 and entering the access code 727771. International participants may dial 1-320-3653844. Those numbers again are 1-800-4756701. International participants dial 1-320-3653844 entering the access code 727771. That concludes your conference for today. Thank you for your participation and for using AT&T executive teleconference service. You may now disconnect.

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EX-99.6

EXHIBIT 99.6

CNBC – TV Channel

Interviewee: Vivek Paul, Vice Chairman, Suresh Senapaty, CFO and Raman Roy, Chairman, Wipro Spectramind and Sudip Banerjee, President Enterprise - Wipro Technologies.

CNBC: Hello good morning, welcome to Boardroom. We are starting with Wipro in Boardroom. We have got plenty of them lined up on this channel today. We have got HDFC Bank, Gujarat Ambuja, Reliance Energy, all coming up with numbers. The breaking story is that Wipro’s numbers are out and they are way ahead of street expectation, 17% sequential growth and profits 1,520 crores, to go with the 17% revenue growth sequentially again, it is 1786 crores; so the numbers are well ahead of expectations. The company has given a guidance for the next quarter of $292 million for global IT and it says it is also giving out a 2 for 1 bonus, 2 shares for every 1 that you hold, and a Rs. 25 per ADS, per share, special dividend, special one-time dividend for having reached the One billion mark.

The numbers look great. But what has driven it? And what is the outlook for the next year? Let us go across and speak to Vivek Paul, Vice Chairman of Wipro, and Suresh Senapaty, Chief Financial Officer.

Good morning to you Vivek, Suresh. Let us come to guidance, Vivek, because the market always looks forward. You have given us a guidance of $292 million, that seems very conservative because last quarter you held out 250, you did 269, then you said you would do 269 and you have done 289 in this quarter, and you are just guiding 1% more for the next quarter; are you being conservative or you actually feel that next quarter there would be no growth?

Vivek Paul: This quarter actually we did 276, so the guidance is actually a 5.6% growth. If you look at the last quarter, frankly it was a third straight quarter of double-digit sequential growth. Our guidance is in fact less than what our historical experience has been. I think part of that is driven by the fact that we continue to be in an uncertain environment particularly as it relates to timings of project starts as the political sensitivities in the US continue. So we continue to be very optimistic but we are unsure yet as to exactly how that penny will drop.

CNBC: Suresh, the surprise this quarter clearly has been the operating margin expansion. We saw a glimpse of it in the previous quarter but this time it is a two percentage point jump in OPM from 22 to 24%. Just take us through what could have driven this in the face of a rising rupee?

Suresh Senapaty: We have been stating in the past that there has been a lot of focus in terms on efficiency, productivity increases. We have had benefits in terms of enhancement in the price realization. We have had improvement in terms of the SG&A being much lesser than what it was in the past, and we had a little bit of improvement in the onsite-offshore mix, which means the offshore went up by about one percentage point, which also affected favorably. There is an impact that the foreign exchange has had in this several quarters. We have done fair amount of hedging on that extent and therefore, we have been able to limit that particular downside to very minimum. A combination of all these factors has helped us to be able to post about 1.7% point increase in the operating margin.

CNBC: Vivek could you split the volume growth out for us between verticals and between regions. I believe Asia Pacific contributed heavily in this quarter because Q4 typically is the best quarter for Asia Pacific.

Vivek Paul: Well certainly. I think that first of all the US continues to be the biggest driver for our international business, 70% of our revenue still comes from the US, and the US did very nicely again this quarter. Asia Pacific was up nicely, but it is a small base. While it is nice to have that, it is not a big contributor. If you look at the break down in terms of vertical, our technology businesses did really well. We had 15% sequential growth quarter-on-quarter in the technology businesses, 8% on the IT. Again if you look at the technology businesses, we saw telecom

continued to do well, it ended the year at a growth rate on a year-on-year basis of 63%. So we continued to see pretty good growth there. I should also mention that on an aggregate basis, in terms of volume, this quarter represented the highest increase in volume ever. This was, in some sense, the best quarter ever on that basis. So I think there is kind of the mix. If you look at it by practice, I think the two fastest growing practices were business process outsourcing and package implementation business. It would be a miss if I did not point out that our financial services business also had a 70% year-on-year growth. So I think really the best part about this quarter’s volume growth was it was wide spread.

Suresh Senapaty: Just to supplement that, when you talk about the Asia Pacific base, it is Wipro Infotech, which consists of India and Asia Pacific business. That is a separate segment. What Vivek talked about is primarily about the Wipro global IT services, which is Wipro Technologies. You are right that in Q4 typically it peaks much more, primarily because of the hardware and the services, but the recent growth has been also in services. We have improved service component by about 4-5% point in the overall mix of the revenue, which tends to have much better operating margin. There has been an operating margin expansion; the services business and the solution business part of the services has also grown. The combination of that factor has been that we have seen significant, about 50%, YOY growth in Wipro Infotech and about 66% Q4 growth in the profit, because there has been margin expansion there. And additionally let me also add that Wipro Consumer has also done well with 30% increase in the revenue and significant comparative increase in the PBIT numbers.

CNBC: Vivek, let me start off with a broader question. Fortune magazine carried an article which said don’t blame all your jobs on Bangalore, something to that effect, and they had also mentioned that there is a general resumption that all the jobs are vanishing from US seem to be going into Bangalore. Now tell us, are you clear about the visibility of the outlook in terms of the US or is it starting to get difficult, is that noise starting to get a little too shrill? You can just walk us through how that could impact you financially.

Vivek Paul: Sure. Well I think that first of all there are two battles going on in the US, there is a battle for the mind and the battle for the heart. I think the battle for the mind in essence has been won by the supporters of globalization. I don’t think anybody can logically argue any more that this is not a good thing for everybody, and there are many many arguments. I won’t go into them. The battle for the heart continues though. The reason is that there is a high state of uncertainty in the US and you have a political year. So I think that what we are going to see is a lot of decibel, a lot of noise. In that context, I think that what we are going to see in terms of uncertainties are customers timing their ramp ups, particularly when they are backed up by a lay off in the US based on their political calculations. So some customers will go ahead, some customers would say, ‘well you know I would rather hold off until this election is over.’ Which is why I said that we are no longer in a challenging environment. We are in an uncertain environment. There is not a customer we meet who does not say I absolutely want to do this, the only question mark is timing. People just don’t want to be front, square, and center on anybody else’s target score.

CNBC: Vivek and Suresh, I will pose this question to both of you. Where were analysts going wrong, till the time Infosys and of course now you have come out with a kind of result you have come out with? The general expectation was this rupee is going to really hurt you. That is what we have heard from you, that if it goes down to a certain level, it will hurt. You saw increases in compensations coming across the board, yet you seem to come right on top to continue to give guidance numbers like this. Explain to us what this figures are and whether they can continue?

Vivek Paul: Well you know magician never reveals everything. What we can say is that on the foreign exchange side we had the concerns of the rising rupee. We offset them by being able to do a much more elevated level of hedging. We have hedged $900 million in terms of our overall foreign exchange contracts out there. If you look at the compensation pressures, we have actually been able to offset them by a combination of pricing, where pricing from being a concerned situation has become a slight contributor. This quarter we had shown a very strong

contribution, almost 3% price increase on a quarter-on-quarter basis, but only 0.5% was kind of direct head on price increase and the rest was yields. We got some improvement on the fact that you can gear your SG&A cost for a higher volume base, so I think you have that benefit. You have all the tools of productivity. So I think that we have been able to walk that equation reasonably well and continuing to be pretty confident.

CNBC: Suresh let me just put this to you, Nervewire, your consulting outfit, you now see others replicate that. I think you just walk us through what benefit is it getting to you? Or has it really not been of much use and you are pretty much running with Wipro’s old model?

Suresh Senapaty: If you look at it from a financial perspective,

a.	We had lot of expectation on the standalone revenue that particular business brought in, and
b.	The second thing was the synergy benefit that we wanted to get in terms of enhancing position with the customer base that we have, in terms of getting much more offshore businesses.

Our experience with reference to the second part has been fairly decent. We have strengthened our positions with the customers, we have been able to increase our share of wallet with them, and upgrade our overall position including the value added services that we offer to those customers. On the standalone front, yes we have been lined with the expectation we had when we did the acquisition. We have found that there are lot of expert consulting expertise that was available, which we were able to move in to the retail and the utility verticals. In the standalone financial security practice per se, it has not been as much to our liking, but on the other parts of this strategy based on which we did the acquisition, we are doing fairly well.

Vivek Paul: And I might just add, at $9.5 million purchase, I think it delivered quite well for us.

CNBC: Okay, but Vivek let me ask you two questions on the equity side.

1.	The two for one bonus, what kind of signal are you sending out to the shareholders through that, and
2.	Have you made up your mind on the ADS or the sponsored ADS, which has been doing the rounds for about four months now?

Vivek Paul: Well let me start with the second question, which really is that you know we are required by law that if we have any serious discussion on a sponsored ADS, to file that with the stock exchange. We are pretty compliant with the laws, so I can’t say any more than that.

I think that as far as the message we are sending with the two for one bonus, is that in some sense our free cash flow that this business is generating continues to be very strong. After CAPEX, for example, in the last year, we generated $200 million plus in free cash flow. I can tell you there is not a lot of companies on this planet that generate more than $200 million in free cash flow. So what that signal was saying is, “hey, we are looking like we are continuing to add cash flow,” we would like to be able to share it with our shareholders by giving a bonus, so effectively we double our dividend pay out.

Suresh Senapaty: And just to supplement that I think it has always been our position to be able to increase the liquidity of the shares. Like we have done with the ADR issue; as a result of which there was improvement in the liquidity. Similarly by giving more and more bonuses, and if you see the past track record of Wipro, we have generally been giving twice every five years models. Last we gave was in 1997, where we had given two for one share, and we repeated that because we think that the kind of paid up capital to reserve ratio we have, we can afford it and the liquidity gets overall improved. Liquidity, both in the overseas capital market as well as Indian capital markets.

CNBC: Well Vivek, Suresh, thanks very much both of you for joining, of course your colleague Sudip and Raman will join us right after this break. Keep watching, we are half way through with our Boardroom with Wipro, we have got the other side of the management Sudip Banerjee and Raman Roy joining us after the break.

Still with the Wipro Boardroom on Bazaar, it is just minutes before the markets open, let us go across and join Raman Roy of Wipro Spectramind and Sudip Banerjee who heads enterprise business at Wipro. Good morning to both of you. Raman, the question which I was asking you is: Vivek just went on record saying that some of the BPO clients are probably holding back a bit because of the backlash. You don’t give an outlook separately now or a guidance, but tell us what you can share about the outlook for the next couple of quarters.

Raman Roy: Good morning. No we do not give outlook separately. But, yes, there are customers, who want to see which way the dust settles and this is impacting BPO a little more sharply. So we see a little bit of softness on that and we are waiting to see which way it pans out.

CNBC: Raman, that might be a directional statement, I am asking you whether in the next few quarters your financials actually will get affected because of this backlash.

Raman Roy: We do not see why we should not continue with the robust growth that we have had in the past.

CNBC: Raman, I do not know if you can disclose this but do you do any work for IBM?

Raman Roy: We do not discuss our customers.

CNBC: Okay. Let me rephrase this question. Number of these global companies are now coming in and doing their own work, whether it is IBM or Citibank, or whoever you have. Do you see an impact from some of these guys now running their own BPO operations and taking business away from you, any substantial material impact you expect in the next one or two quarters.

Raman Roy: It certainly makes the scenario a little more competitive. There is a positive side to it, it shows with the moves of IBMs and some of the other majors coming into the market that India is for real and the customers genuinely want an offshore solution and they genuinely look at India. So, there is a positive side to it. From Wipro Spectramind perspective, some of these majors coming in make the competition sharper. We believe our value proposition; our demonstrated capabilities have an edge. Let us see which way it plays out in the market.

CNBC: Sudip, good morning, if you could take us through the performance in the banking financial services and insurance, the BFSI space in this quarter and what kind of tax rates you are likely to see going forward.

Sudip Banerjee: Well, as you heard from Vivek, we have had an excellent quarter. We grew about 66% in that segment and we have a very strong client base. We are getting more orders, and we see a significant ramp up opportunities in the next couple of quarters. So, we are very bullish about that sector.

CNBC: Two verticals which are the strongest for you at this point, if you can outline which are showing signs of sluggishness.

Sudip Banerjee: Energy utility in this quarter did a rebound after two to three quarters of slower growth, and that is showing strong momentum. Retail has done very well; they grew 60% last quarter. The sector that has not done as well this quarter is manufacturing but we think that that is very seasonal and as we have got new customers projects starting up in this quarter, we will

see that sector growing up as well. So, overall I think we have had a very positive quarter with all sector growth.

CNBC: Well we have run out of time Sudip, but a yes or no answer from you, Hughes software is up for grabs, are you bidding.

Sudip Banerjee: Well, I am unfortunately not in a position to give you a yes or no answer to that.

CNBC: Okay thanks very much, thanks Raman for joining us. We will take a break now.

Raman Roy: Thank you.

EX-99.7

EXHIBIT 99.7

Dow Jones

Interviewee Suresh Senapaty, CFO

Dow Jones: What is your guidance for the recruitment? What will be the impact of compensation bill? What is the share of off shore salaries?

Suresh Senapaty: We do not give any specific guidance for the head count increase. We do not see a significant change in the trend because it will be volume led growth. Last year, if you remember we had given a compensation increment in October for the offshore salaries, which was about 12%, and we had given another round for certain specified skills and certain grade of employees in March. So, we only know that the offshore salaries are about 19% to 20% of the total sale in our global IT business, and there will be compensation impact, which is 10% to 15% a year.

But we had already given that in October, so we have not decided when to give the next one. The impact of the October one has already been gone through in the quarter ending December and quarter ending March. Another small increase that we have given in March, the impact has been felt for only one month so that will flow through. If any compensation increases were to happen in the current year, then that will be felt. But as you know the offshore salaries are about 20% and therefore any increase of, let’s say 10% on 20% would be 2%; 15% increase in 20% will be 3%. And it is half of the year then the impact will be half or quarter, three-quarters, and four-quarters like that. There is no decision on that, I mean, last time we had given was in October ‘03, which was after about 15 months, so there is no final decision on that but we will look at it as the time goes by.

Dow Jones: How is the billing pressure? Are customers willing to pay more now?

Suresh Senapaty: We feel that in the quarter ending March we had seen improvement in the billing rates, both onsite as well as offshore. It is about a little better than 3%, which is primarily driven by increase in the package implementation, increase in the technology infrastructure support services. So it is a combination. We will see the benefits throughout the year, but all we have to say is that most of the growth will be volume driven in the current year. We have already seen stability for the past several quarters, and last quarter with solid improvement.

Dow Jones: Where do you think your growth came from? What are the verticals that contributed?

Suresh Senapaty: There has been a margin expansion. If you look at the quarter on quarter growth of the global IT services, it was 42% in revenue. Indian IT and Asia-Pac services have grown by 50%, and there has been a margin expansion in Indian IT, therefore the PBIT has grown to 66%.

Consumer Care and Lighting has grown to 51%, in terms of quarter 4 of last year to quarter 4 of the previous year. So there has been, year-on-year growth which has been decent, and profit expansions have been there. Sequentially also, it has been decent. Growth rate has been about 10% in dollar terms, 11% in dollars terms for global IT with a margin expansion by 2% point. There is a margin expansion in the Indian IT business also. The combination of these factors is that there is very good profits that we posted in the fourth quarter.

So we think growing forward Global IT services, the operating margin will be maintained subject to the exchange differences.

Dow Jones: What has been the impact of the backlash? Have you lost any customer?

Suresh Senapaty: So far there is no loss on account of political backlash, there mainly has been little bit of suspension of visits or certain slowdown in some of the new customers coming in. Existing customers are doing well.

Dow Jones: What was the issue with Capital One?

Suresh Senapaty: Capital One, there has already been a discussion earlier that there is a particular case where certain employees did not work exactly as per the parameters and therefore they have left the company. That particular service of the Capital One was discontinued, but Capital One continues to be a great customer of ours, and we are continuing to grow in that account.

EX-99.8

EXHIBIT 99.8

Economic Times and The Times of India, joint interview
Interviewee: Suresh Vaswani, President, Wipro Infotech.

Journalist: Why is Wipro Infotech not winning large outsourcing deals in the domestic market? Why did you lose Bharti deal?

Suresh Vaswani: We would not like to comment on specific instances. We have also had our share of wins. In fact, Wipro has been the pioneer in TOS in India with key wins like Colgate Palmolive and ISB. You win some deals and you lose some. We normally win two kinds of large deals. One is in System Integration where we have won projects like in Vijaya Bank and other is the total outsourcing (TOS) type of deals like ISB and Colgate Palmolive. Typically TOS deals are spread over 10 years and involve taking over of the entire IT department. Ramping of revenues for the service provider happens over the years and not immediately.

Vijaya Bank deal is a large System Integration deal and is roughly of the size of Rs. 85 crores wherein we built the data centre, software implementation and integration activities.

Also, losing a TOS deal does not mean that we have lost that customer. There are other things like Application software development, Network Integration that are outside the purview of outsourcing. We have worked on large projects with Oriental Bank of Commerce, ONGC and Motorola for example.

Journalist: Would you be bidding for such big deals in the future?

Suresh Vaswani: We are in the TOS market. We are committed to building the TOS practice. Yes we are in the business and we have been winning mid-size TOS deals.

Journalist: Is this the arrival of such big deals in India?

Suresh Vaswani: India is a large market and extremely attractive market to be present from global IT market perspective. Today, in the domestic market, we are competing with global players. One has to keep in mind that TOS does not work for all customers and all markets. If we were to estimate the market, we feel that the next couple of years will see 6 to 7 such big wins in India.

Customers are from different segments like SI and TOS and we will continue to focus on these markets. We are keen on providing the best proposition to our customers. We have all the products and services the customer needs. We have built the practice. We will continue to build it up to large scale. We are not shying away from such deals and we are very much in contention.

Journalist: Compared to previous quarters, during the current year, you seem to have done very well this quarter. Any specific reason?

Suresh Vaswani: Q4 was a big quarter for us. We have grown by 50%. Q3 was also a reasonably good quarter. But in Q4, profits grew by 66% over the previous quarter. It is an outstanding quarter YoY. Our products business has done well. We have grown more than the market growth. Our growth in products business is more than 50%. To us, it’s a validation of all the strategy we have put in the Indian market to grow this business.

Journalist: What is the growth in Wipro PC business?

Suresh Vaswani: In Wipro PC business, we have recorded 22% growth in value and 40% in volume.

Journalist: Does this mean despite the onslaught of MNC brands, you are upbeat about your brand?

Suresh Vaswani: Yes.

Journalist: How was your performance in Middle East and APAC markets?

Suresh Vaswani: For the full year 2003-04 we did 65 projects in India, 14 in Middle East and 4 in APAC. Certainly Middle East and APAC have brought us good successes. Some of the customers with whom we work in this region are Saudi Poliolifins, Dubai Municipality, Dubai e-government to name a few. From our experience we find that Middle East is looking at India and Wipro is perceived as a strong player in the region. In Middle East, sequentially we have grown by 28% and 170% YoY.

Similarly, in APAC, Australia is a focus market for us. We are replicating the global delivery model here.

Journalist: What is the total employee strength of Wipro Infotech?

Suresh Vaswani: For financial year ended 2003-04 our employee strength is at 2000 employees. Apart from this, we have another 2000 people working with us as franchisees and partners.

EX-99.9

EXHIBIT 99.9

Times of India

Interviewee: Sudip Banerjee.

Journalist: You guidance has been low compared to what your competition has given. Why such a low guidance?

Sudip Banerjee: It’s between 6-7% in the previous quarter. For the next quarter, it is more or less matching our earlier guidance. However it’s the other matter that our performance in last two quarters has exceeded guidance.

Journalist: What is the impact of Political Backlash on customers?

Sudip Banerjee: We have seen that the impact has been in our BPO business where customers are being more cautious compared to the customers in the IT services space who are more business savvy. But overall we have seen that majority of the new clients have been guarded and cautious. At the Wipro Technologies level we have added 31 customers in the IT services space and 4 in the BPO business.

Journalist: How has been the overall growth trend for Wipro?

Sudip Banerjee: Wipro has seen a good spread of business across verticals and service lines. Telecom, Retail, Energy & Utilities as well as Financial Services vertical have done well. We have also seen customer base expand across a large number of verticals.

Journalist: How is Europe developing as a business destination for Wipro?

Sudip Banerjee: The backlash has not been a major issue in Europe when compared to the US. Though the business has not grown as much as US, the YoY growth has still been positive at 23%.

Journalist: Is there anything you would like to add?

Sudip Banerjee: Questions have been raised on globalizations and its impact on the economies. The overall feeling is that globalization is good and will have a positive impact on the economies. Secondly companies such as Wipro have gained much in terms of Brand visibility by being in the limelight over the entire issue and the benefits of this will be accrued even after the debate dies out.

EX-99.10

28x7 column (28.75) - Business Standard / Kannada Prabha - April 17th 2004 release EXHIBIT 99.10

Wipro Limited - Results for the year ended March 31, 2004

Wipro Limited - Consolidated Audited Segment-wise Business performance
for the year ended March 31, 2004 (In Rs. Million)

	Year ended March 31,
Particulars	2004			2003			Growth %
Segment Revenue
Global IT Services & Products		43,575			30,487			43
India &. AsiaPac IT Services & Products		9,762			8,395			16
Consumer Care & Lighting		3,649			2,991			22
Others		1,826			1,468
Continuing Operations		58,812			43,341			36
Discontinued ISP Business		—			42
Total		58,812			43,383			36
Profit Before Interest and Tax (PBIT)
Global IT Services & Products		9,539			8,451			13
India & AsiaPac IT Services & Products		792			557			42
Consumer Care & Lighting		551			436			26
Others		277			240
Continuing Operations		11,159			9,684			15
Discontinued ISP Business		—			(182	)
Total		11,159			9,502			17
Interest / other Income*		873			634
Profit Before Tax		12,032			10,136			19
Income Tax expense		(1,681	)		(1,276	)
Profit before extraordinary items		10,351			8,860			17
Discontinuance of ISP Business		—			(263	)
Profit before equity in earnings / (losses) of affiliates and minority interest		10,351			8,597			20
Equity in earnings of affiliates		23			(355	)
Minority interest		(59	)		(37	)
Profit after tax		10,315			8,205			26
Earnings per share (in Rs.)
Basic
On profit for the period from continuing operations		44.76			38.83
On losses of discountinued ISP business		—			(0.50	)
On extraordinary items		—			(1.14	)
On equity in earnings of affiliates / minority interest		(0.16	)		(1.70	)
On profit for the period		44.60			35.49
Diluted
On profit for the period from continuing operations		44.71			38.75
On losses of discountinued ISP business		—			(0.50	)
On extraordinary items		—			(1.13	)
On equity in earnings of affiliates / minority interest		(0.16	)		(1.69	)
On profit for the period		44.55			35.43
Operating Margin
Global IT Services & Products		22	%		28	%
India &. AsiaPac IT Services & Products		8	%		7	%
Consumer Care & Lighting		15	%		15	%
Continuing Operations		19	%		22	%
Total		19	%		22	%
Capital employed
Global IT Services & Products		21,732			18,536
India & AsiaPac IT Services & Products		1,941			1,075
Consumer Care & Lighting		596			682
Others		14,498			15,082
Continuing Operations		38,767			35,375
Discontinued ISP Business		—			(7	)
Total		38,767			35,368
Return on average capital employed from continuing business
Global IT Services & Products		47	%		62	%
India &. AsiaPac IT Services & Products		53	%		54	%
Consumer Care & Lighting		86	%		60	%
Continuing Operations		30	%		31	%
Total		30	%		31	%

* Other Income for the year ended 31st March 2004 includes profit on sale of land - Rs. 107 Mn.

Wipro Limited - Stand alone - Parent Company
Audited Financial Results for the year ended
March 31, 2004 (In Rs. Million)

	Three months ended				Year ended
	March 31,				March 31,
	2004		2003		2004		2003
Net Income from Sales / Services		15,787		11,171		51,685		40,327
Cost of Sales / Services
a. Consumption of raw materials		3,038		2,006		8,209		7,243
b. Other expenditure		7,240		4,918		24,791		17,268
Gross Profit		5,509		4,247		18,685		15,816
Selling General and Administrative expenses		2,089		1,446		7,223		5,506
Operating Profit before interest and depreciation		3,420		2,801		11,462		10,310
Interest expense		11		11		35		29
Depreciation		443		394		1,516		1,380
Operating Profit after interest and depreciation		2,966		2,396		9,911		8,901
Other income		368		117		912		705
Profit before tax		3,334		2,513		10,823		9,606
Provision for tax		744		377		1,674		1,211
Profit before non-recurring /extraordinary items		2,590		2,136		9,149		8,395
Extraordinary / non-recurring expense		—		26		—		(263	)
Profit for the period / year		2,590		2,162		9,149		8,132
Paid up equity share capital		466		465		466		465
Reserves		34,610		32,837		34,610		32,837
Earnings Per Share
Basic
Profit before extraordinary items		11.19		9.24		39.56		36.31
Extraordinary items		—		0.11		—		(l.14	)
Profit for the period		11.19		9.35		39.56		35.17
Diluted
Profit before extraordinary items		11.17		9.22		39.52		36.25
Extraordinary items		—		0.12		—		(1.13	)
Profit for the period		11.17		9.34		39.52		35.12
Aggregate of non-promoters shareholding
Number of shares		37,846,442		37,436,882		37,846,442		37,436,882
Percentage of holding		16.26		16.10		16.26		16.10
Details of expenditure
Staff Cost		2,570		1,834		8,644		6,424
Items exceeding 10% of total expenditure
Travelling and allowance		4,606		3,153		16,283		11,180

Status of Redressal of Complaints received for the period
from January 1, 2004 to March 31, 2004

	Opening balance for		Complaints received		Complaints disposed
Nature of Complaints	the quarter		during the quarter		during the quarter		Unresolved
With respect to transfer / transmission / split / consolidation / exchange / duplicate issue of shares		0		0		0		0
With respect to Dematerialisation / Rematerialisation of shares		0		0		0		0
With regard to non-receipt of Corporate benefits like Dividend / Interest / Bonus Shares		0		3		3		0
Total		0		3		3		0

Note to segment report:

1.	The segment report of Wipro Limited and its consolidated subsidiaries and associates has been prepared in accordance with the Accounting Standard 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India.
2.	The Company has three geographic segments: India, USA and Rest of the World. Significant portion of the segment assets are in India. Revenue from geographic segments based on domicile of the customers is outlined in the table alongside:

	(In Rs. Million)
Geography	March 31, 2004		%		March 31,2003		%
India		15,205		26		12,629		29
USA		30,868		52		19,637		45
Rest of the world		12,739		22		11,117		26
Total		58,812		100		43,383		100

3.	For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.
4.	Effective April 1, 2003, Wipro Spectramind is included in the Global IT Services segment. Wipro Nervewire, the business acquired in May 2003, is included in Global IT Services segment.

In April 2003, the Company restructured the HealthScience business segment. The HealthScience business which addresses the IT requirement of clients in healthcare and life sciences sector and Wipro Healthcare IT, the Company acquired in August 2002, is a part of the Global IT Services and Products segment. Wipro Biomed, a business segment that was reported as part of the HealthScience segment has now been reported as part of ‘Others’. Segment data for previous periods has been reclassified on a comparable basis.

5.	In accordance with Accounting Standard 21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India, the consolidated financial statements of Wipro Limited include the financial statements of all subsidiaries which are more than 50% owned and controlled.
6.	The company has a 49% equity interest in Wipro GE Medical Systems Private Limited (WGE), a joint venture with General Electric, USA. The joint venture agreement provides specific rights to the joint venture partners. The rights conferred to Wipro are primarily protective in nature and the Management believes that these specific rights do not confer joint control as defined in Accounting Standard 27 “Financial Reporting of Interest in Joint Venture”. Consequently, WGE is not considered as a joint venture and consolidation of financial statements are carried out as per equity method in terms of Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements”.
7.	In accordance with the guidance provided in Accounting Standard 23 “Accounting for Investments in Associates in Consolidated Financial Statements” WeP Peripherals have been accounted for by equity method of accounting.

Notes:

1.	The above financial results were approved by the Board of Directors of the Company at its meeting held on April 16, 2004. There are no qualifications in the report issued by the Auditors for these periods.
2.	The Board of Directors of the Company have recommended a final dividend of Rs. 4 per share and a one-time dividend of Rs. 25 per share.
3.	The Board of Directors have also recommended issue of Bonus Shares in the ratio of 2:1 i.e. two equity shares for every one equity share held. The issue of Bonus Shares is subject to the approval of the members of the company.

		WIPRO LIMITED
Place: Bangalore	By order of the board	Regd. Office: Doddakannelli,
Date: April 16, 2004	Azim H Premji	Sarjapur Road, Bangalore - 560 035.
	Chairman and Managing Director	www.wipro.com