6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of March 2024

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 whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F:

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ☐   No ☒

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ☐   No ☒

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

DISCLOSURE OF INVESTMENT

Wipro Limited, a company organized under the laws of the Republic of India (the “Company”), hereby furnishes the Commission with the following information relating to the expected investment by the Company in SDVerse LLC (“SDVerse”). 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 March 5, 2024, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange (together, the “Exchanges”) that the Company has agreed to acquire a 27% stake in SDVerse, and that the investment is expected to be completed by the end of March 2024. A copy of the letter to the Exchanges is attached hereto as Item 99.1.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.

WIPRO LIMITED

/s/ M. Sanaulla Khan

M. Sanaulla Khan

Senior Vice President and Company Secretary

Dated: March 12, 2024

INDEX TO EXHIBITS

Item
99.1	Letter to the Exchanges dated March 5, 2024.

EX-99.1

Exhibit 99.1

March 5, 2024

The Manager – Listing

BSE Limited

(BSE: 507685)

The Manager – Listing

National Stock Exchange of India Limited 

(NSE: WIPRO)

The Market Operations

NYSE, New York 

(NYSE: WIT)

Dear Sir/Madam,

Sub: Disclosure pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Please find enclosed herewith an intimation pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and para 202.05 read with para 202.06 of the NYSE Listed Company Manual.

The details as required under SEBI Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are provided in Annexure-1.

This is for your information and records.

Thanking You,

For Wipro Limited

SANAULLA KHAN MOHAMMED	Digitally signed by SANAULLA KHAN MOHAMMED Date: 2004.03.05
	15:36:48+05’30’

M Sanaulla Khan

Company Secretary

ENCL: As above

Annexure - 1

Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015

Sr. No.	Particulars	Description
1	Target Name	SDVerse LLC
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired	No
3	Industry of Target entity	Automotive software marketplace
4	Acquisition objectives and Impact of acquisition	Investment into SDVerse, strengthens Wipro’s positioning as a leader in the Software Defined Vehicle / CloudCar engineering services. The transaction is in alignment with Wipro’s strategic focus on embedded software for the automotive sector. The ecosystem for automotive software today is underdeveloped, offering tremendous growth opportunities by opening up new revenue streams and broadening the customer base. SDVerse focuses on connecting automotive software buyers and sellers through a transparent and efficient digital platform.
5	Government or regulatory approval required	None
6	Indicative time period for completion of acquisition	The transaction is expected to be completed before the end of March 2024.
7	Nature of consideration	Cash
8	Cost of acquisition and / or the price at which the shares are acquired	USD 5.85 Million
9	Percentage of shareholding acquired	27%
10	Target Information	SDVerse is a newly incorporated LLC with General Motors, Magna International and Wipro Limited being its founding members with its registered office located at Wilmington, Delaware. Given this is a newly incorporated entity, there are no revenues to be reported.

		Wipro’s step-down subsidiary, Wipro IT Services LLC has entered into an agreement with General Motors and Magna International, who will hold 46% and 27% stake in SDVerse respectively.
11	Significant terms and conditions of agreement / JV in brief	As part of the agreement, each founding member has a right to appoint a board member in accordance with local laws. The JV agreement also includes terms like right to restrict issuance of new shares, mergers, change in control, liquidation, and other standard membership rights as applicable for a transaction of this nature.