Exhibit 19.1

CONSOLIDATED BALANCE SHEET

			(Rs. in Million)
			As of December 31,				As of March 31,
	Schedule		2004		2003		2004
SOURCES OF FUNDS
SHAREHOLDERS’ FUNDS
Share Capital		1		1,404.24		465.26		465.52
Share application money pending allotment				38.30		—		—
Reserves and Surplus		2		50,210.01		41,406.51		37,083.97
				51,652.55		41,871.77		37,549.49
Loan Funds
Secured loans		3		153.96		1,617.55		947.47
Unsecured loans		4		462.06		101.35		105.88
Minority Interest				249.32		139.96		163.84
				865.34		1,858.86		1,217.19
TOTAL				52,517.89		43,730.63		38,766.68
APPLICATION OF FUNDS
FIXED ASSETS
Goodwill (refer Note 1)				5,636.70		5,295.80		5,252.36
Gross block		5		19,321.61		14,680.06		15,607.11
Less : Depreciation				9,274.16		7,098.51		7,599.48
Net Block				10,047.45		7,581.55		8,007.63
Capital work-in-progress and advances				2,555.37		1,334.03		1,427.28
				18,239.52		14,211.38		14,687.27
INVESTMENTS		6		22,369.95		19,937.36		19,058.83
DEFERRED TAX ASSETS (refer note 8)				533.87		465.91		486.30
CURRENT ASSETS, LOANS AND ADVANCES
Inventories		7		1,597.11		1,257.05		1,292.02
Sundry Debtors		8		13,907.47		9,877.93		11,865.56
Cash and Bank balances		9		3,141.10		1,835.15		3,242.70
Loans and advances		10		6,424.53		5,163.55		5,683.78
				25,070.21		18,133.68		22,084.06
Less : CURRENT LIABILITIES AND PROVISIONS
Liabilities		11		12,056.19		7,936.59		8,894.20
Provisions		12		1,639.47		1,081.11		8,655.58
				13,695.66		9,017.70		17,549.78
NET CURRENT ASSETS				11,374.55		9,115.98		4,534.28
TOTAL				52,517.89		43,730.63		38,766.68
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS		19

As per our Report attached	For and on behalf of the Board of Directors
For N. M. Raiji & Co.,
Chartered Accountants
	Azim Hasham Premji	Vivek Paul	P. M. Sinha
	Chairman and Managing Director	Vice Chairman and Executive Officer	Director
J.M. Gandhi
Partner	Suresh C. Senapaty	V. Ramachandran	B.C. Prabhakar
Membership No. 37924	Corporate Executive	Company Secretary	Director
	Vice President – Finance
Mumbai, January 21, 2005		Bangalore, January 21, 2005

WIPRO LIMITED — CONSOLIDATED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

			(Rs. in Million, except per share data)
			Quarter ended December 31,						Nine months ended December 31,						Year ended
	Schedule		2004			2003			2004			2003			March 31, 2004
INCOME
Gross Sales and Services				21,205.05			15,353.11			59,152.00			41,207.01			59,111.07
Less: Excise Duty				166.59			198.54			557.75			541.13			760.84
Net Sales and Services				21,038.46			15,154.57			58,594.25			40,665.88			58,350.23
Other Income		13		271.19			259.90			631.49			840.21			1,365.99
Total				21,309.65			15,414.47			59,225.74			41,506.09			59,716.22
EXPENDITURE
Cost of goods sold		14		14,147.07			10,285.38			38,524.48			27,020.96			39,150.53
Selling and Marketing Expenses		15		1,396.89			1,234.59			4,097.12			4,021.66			5,437.65
General and Administration Expenses		16		796.57			826.18			2,625.19			2,366.47			3,061.14
Interest		17		23.29			16.79			50.03			28.17			35.07
Total				16,363.82			12,362.94			45,296.82			33,437.26			47,684.40
PROFIT BEFORE TAXATION:				4,945.83			3,051.53			13,928.92			8,068.83			12,031.82
Provision for Taxation (refer Note 9)				721.70			329.99			2,034.85			922.16			1,680.56
PROFIT AFTER TAXATION				4,224.13			2,721.54			11,894.07			7,146.67			10,351.26
PROFIT BEFORE MINORITY INTEREST / EQUITY IN EARNINGS OF AFFILIATES:				4,224.13			2,721.54			11,894.07			7,146.67			10,351.26
Minority Interest				(27.49	)		(20.83	)		(72.11	)		(35.31	)		(59.19	)
Share in earnings / (losses) of affiliates				70.88			43.44			132.98			(4.50	)		22.92
PROFIT FOR THE PERIOD				4,267.52			2,744.15			11,954.94			7,106.86			10,314.99
Appropriations
Proposed Dividend				—			—			(5.39	)		—			931.04
Proposed One-Time Dividend				—			—			(33.62	)		—			5,818.98
Total Dividend				—			—			(39.01	)		—			6,750.02
Tax on distribution of Dividend				—			—			—			—			864.85
Transfer to general reserve				4,267.52			2,744.15			11,993.95			7,106.86			2,700.12
EARNINGS PER SHARE — EPS (PY : Adjusted EPS for bonus issue in ratio of 2:1) — in Rs.
Basic				6.14			3.96			17.21			10.24			14.87
Diluted				6.04			3.95			17.08			10.24			14.85
Number of shares for calculating EPS (PY : Adjusted for bonus issue in ratio of 2:1)
Basic				695,437,663			693,840,903			694,791,765			693,802,188			693,870,390
Diluted				706,939,900			694,971,981			699,827,164			694,179,216			694,545,321
SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS		19

As per our Report attached	For and on behalf of the Board of Directors
For N. M. Raiji & Co.,
Chartered Accountants
	Azim Hasham Premji	Vivek Paul	P. M. Sinha
	Chairman and Managing Director	Vice Chairman and Executive Officer	Director
J.M. Gandhi
Partner	Suresh C. Senapaty	V. Ramachandran	B.C. Prabhakar
Membership No. 37924	Corporate Executive	Company Secretary	Director
	Vice President – Finance
Mumbai, January 21, 2005		Bangalore, January 21, 2005

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 1 SHARE CAPITAL

	(Rs. in Million, except share numbers)
	As of December 31,				As of March 31,
	2004		2003		2004
Authorized
750,000,000 (2004: 375,000,000) Equity shares of Rs 2 each		1,500.00		750.00		750.00
25,000,000 (2004: 25,000,000) 10.25 % Redeemable Cumulative Preference Shares of Rs 10 each		250.00		250.00		250.00
		1,750.00		1,000.00		1,000.00
Issued, subscribed and paid-up
702,120,931 (2004: 232,759,152) equity shares of Rs 2 each		1,404.24		465.26		465.52
Total		1,404.24		465.26		465.52

Notes:

Of the above equity shares:

i)	692,537,085 equity shares / American Depository Receipts (ADRs) (2004: 226,905,825; 2003: 226,905,825), have been allotted as fully paid bonus shares / ADRs by capitalization of Share Premium of Rs. 32.64 and General Reserves of Rs. 1,352.44
ii)	1,325,525 equity shares (2004: 1,325,525; 2003: 1,325,525) have been allotted as fully paid-up, pursuant to a scheme of amalgamation, without payment being received in cash.
iii)	3,162,500 shares representing 3,162,500 American Depository Receipts issued during 2000-2001 pursuant to American Depository offering by the Company.
iv)	4,179,821 (2004: 449,302; 2003: 248,287) equity share issued pursuant to Employee Stock Option Plan.

SCHEDULE 2 RESERVES AND SURPLUS

	(Rs. in Million)
	As of April 1, 2004			Additions			Deductions			As of December 31, 2004
Capital Reserves		9.50			—			—			9.50
		9.50			—			—			9.50
		9.50			—			—			9.50
Capital Redemption Reserve		250.04			—			—			250.04
		250.04			—			—			250.04
		250.04			—			—			250.04
Share Premium		6,732.28			1,867.47	(a)		—			8,599.75
		6,492.85			239.43			—			6,732.28
		6,492.85			70.70			—			6,563.55
Translation Reserve		(159.75	)		26.96	(b)		—			(132.79	)
		(0.57	)		—			159.18			(159.75	)
		(0.57	)		(74.65	)		—			(75.22	)
Deferred Stock Compensation		—			—			—			—
		4.40			—			4.40			—
		4.40			—			4.40			—
Restricted Stock Units
Employee Stock Options Outstanding					3,452.46			51.01	(c)		3,401.45
Deferred Employee Compensation Expense					(3,452.46	)		(219.93	)  (c)		(3,232.53	)
General Reserve		30,251.90			11,993.95			931.26	(d)		41,314.59
		27,551.77			2,700.13			—			30,251.90
		27,551.77			7,106.87			—			34,658.64
Total		37,083.97			13,888.38			762.34			50,210.01
		34,307.99			2,939.56			163.58			37,083.97
		34,307.99			7,102.92			4.40			41,406.51

Corresponding figures for 2004 and 2003 are given under current year’s figures. For Notes refer below.

(a)	Pursuant to issue of shares under Wipro Employee Stock Option Plan
(b)	Translation reserves arising on account of translation of foreign subsidiaries with non-integral operations.
(c)	Reversal on forfeiture Rs. 51.01 Mn, amortisation to profit and loss account for the nine months ended December 31, 2004
(d)	Amount utilised for issue of bonus shares

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 3 SECURED LOANS

				(Rs. in Million)
	Note			As of December 31,				As of March 31,
	Reference			2004		2003		2004
From Banks
Cash Credit facility		(a	)		152.28		1,587.67		945.79
From Financial Institutions
Asset Credit Scheme		(b	)		—		28.20		—
Development loan from Karnataka Government		(c	)		1.68		1.68		1.68
Total					153.96		1,617.55		947.47

Notes:

(a)	Secured by hypothecation of stock-in trade, book debts, stores and spares and secured / to be secured by a second mortgage over certain immovable properties.
(b)	Secured by hypothecation of specific machinery / assets.
(c)	Secured by a pari-passu mortgage over immovable properties at Mysore and hypothecation of movable properties other than inventories, book debts and specific equipments referred to in Note a above.

SCHEDULE 4 UNSECURED LOANS

					(Rs. in Million)
	As of December 31,				As of March 31,
	2004		2003		2,004
Cash Credit facility — Overseas		356.08		—		—
Other Loans and Advances
Interest free loan from State government		104.73		100.10		104.63
Interest free loan from state financial institutions		1.25		1.25		1.25
Total		462.06		101.35		105.88

WIPRO LIMITED - CONSOLIDATED

SCHEDULE 5 FIXED ASSETS

(Rs. in Million)
	GROSS BLOCK								PROVISION FOR DEPRECIATION								NET BLOCK
	As of April				Deductions /		As of December		As of April		Depreciation		Deductions /		As of December		As of December		As of March
PARTICULARS	1, 2004		Additions		adjustments		31, 2004		1, 2004		for the period		adjustments		31, 2004		31, 2004		31, 2004
Land		744.26		34.22		5.57		772.91		12.58		0.36		11.00		1.94		770.97		731.68
Buildings		3,034.44		652.60		1.63		3,685.41		273.08		39.70		0.70		312.08		3,373.33		2,761.36
Railway siding		0.01		—		—		0.01		0.01		—		—		0.01		—		0.00
Plant & Machinery		9,088.79		2,063.30		22.13		11,129.96		5,850.47		1,236.24		13.04		7,073.67		4,056.29		3,238.32
Furniture, Fixture and Equipments		1,895.61		500.01		24.52		2,371.10		1,079.90		313.41		10.86		1,382.45		988.65		815.71
Vehicles		781.93		274.98		59.15		997.76		366.97		133.08		30.63		469.42		528.34		414.96
Technical know-how		10.38		—		—		10.38		10.38		—		—		10.38		—		—
Patents, Trade marks & Rights		51.69		302.39		—		354.08		6.09		18.12		—		24.21		329.87		45.60
Total		15,607.11		3,827.50		113.00		19,321.61		7,599.48		1,740.91		66.23		9,274.16		10,047.45		8,007.63

WIPRO LIMITED - CONSOLIDATED

SCHEDULE 6 INVESTMENTS

			( Rs. in Million except share numbers and face value)
			As of December 31,				As of March 31,
All shares are fully paid up unless otherwise stated	Number		2004		2003		2004
Investments - Long Term (at cost)
Investment in Affiliates
Wipro GE Medical Systems private Ltd (refer Note below)		4,900,000		482.49		371.71		380.80
WeP Peripherals Ltd		7,059,580		183.63		152.91		160.74
				666.12		524.62		541.54
Investments – short term:
In money market mutual funds
UTI MF (777,722 units purchased / 937,501 units redeemed during the year)		430,111		463.41		458.00		562.63
Alliance Capital Mutual Fund (50,143,931 units purchased / 35,694,601 redeemed during the year)		—		—		424.05		505.19
Prudential ICICI Mutual Fund (483,452,359 units purchased / 349,683,248 units redeemed during the year)		139,383,333		1,641.02		2,576.41		2,371.52
HDFC Mutual Fund (121,268,337 units purchased / 244,378,950 units redeemed during the year)		176,112,648		2,083.46		2,417.47		2,602.87
Standard Chartered Mutual Fund (543,252,515 units purchased / 494,595,040 units redeemed during the year)		253,438,038		2,540.32		1,930.78		2,066.53
Reliance Mutual Fund 227,378,144 units purchased / 138,114,224 units during the year)		224,097,577		2,953.78		1,346.81		1,785.40
ABN Amro Mutual Fund		1,010,380		10.10		—		—
Templeton India		141,922,353		147.55		—		163.34
Templeton TMA (2,330,070 units purchased / 2,063,348 units redeemed during the year)		1,239,653		1,239.76		1,951.47		1,576.41
Templeton Floating Fund (83,145,821 units purchased / 13,784,582 units redeemed during the year)		74,015,900		740.50		—		157.79
Franklin Templeton India Mutual Fund (9,371,984 units purchased during the year)		—		—		114.85		102.87
Deutsche MF (231,654,187 units purchased / 156,901,558 units redeemed during the year)		134,164,878		1,359.61		759.49		577.80
ING MF (105,714,912 units purchased / 91,441,438 units redeemed during the year)		49,333,065		500.28		369.11		367.94
Can Liquid MF (42,097,401 units purchased )		42,097,401		496.00		262.40		499.25
Sundaram MF (198,714,108 units purchased / 64,273,561 redeemed during the year)		62,390,412		776.83		—		172.34
Cholamandalam Mutual Fund (77,450,465 units purchased / 52428697 units redeemed during the year)		43,650,960		522.78		65.27		176.57
Kotak Mutual Fund (99,176,173 units purchased / 77,666,667 redeemed during the year)		132,789,455		1,561.20		1,184.90		1,317.54
J M Mutual Fund (462,827,263 units purchased / 497,344,609 units redeemed during the year)		109,346,598		1,095.41		1,549.63		1,406.31
DSP Merrill Lynch Mutual Fund (120,328,268 units purchased / 100,847,748 during the year)		66,605,998		666.73		639.59		459.33
SBI Insta Cash (134,265,755 units purchased / 135,023,507 redeemed during the year)		—		—		589.32		—
HSBC Cash fund (200,559,668 units purchased /179,881,832 units redeemed during the year)		129,038,517		1,418.77		872.76		206.76
Birla Mutual Fund		8,397,731		90.72		1,350.98		1,438.90
Tata Mutual Fund (113,184,908 units purchased / 25252950 units redeemed during the year)		89,044,308		997.48		231.89		—
Principal AMC Mutual Fund (302,587,813 units purchased / 277,365,378 units redeemed during year)		25,550,713		260.00		317.56		—
Investment with Wells Fargo, USA				138.15		—		—
				21,703.83		19,412.74		18,517.29
Total				22,369.95		19,937.36		19,058.83

Note :  Equity investments in this company carry certain restrictions on transfer of shares that is normally provided for in join venture / venture funding agreement

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 7 INVENTORIES

					(Rs. in Million)
	As of December 31,				As of March 31,
	2004		2003		2004
Stores and Spares		37.16		28.40		31.51
Raw Materials		669.18		363.43		551.40
Stock in Progress		259.16		130.68		159.52
Finished Goods		631.61		734.54		549.59
Total		1,597.11		1,257.05		1,292.02
Basis of stock valuation :
i)   Raw materials, stock in progress and Stores & Spares at or below cost.
ii)   Finished Goods at cost or net realizable value, whichever is lower
SCHEDULE 8 SUNDRY DEBTORS (Unsecured)
Over Six Months
Considered Good		606.78		626.19		459.41
Considered Doubtful		868.63		749.14		720.02
		1,475.41		1,375.33		1,179.43
Others
Considered Good		13,300.69		9,251.74		11,406.15
Considered Doubtful		—		—		30.76
		13,300.69		9,251.74		11,436.91
Less : Provision for Doubtful Debts		868.63		749.14		750.78
Total		13,907.47		9,877.93		11,865.56
SCHEDULE 9 CASH AND BANK BALANCES
Cash and Cheques on hand		57.82		212.09		220.17
Balance with scheduled banks
On Current Account		1,288.66		812.45		690.52
In Deposit Account		57.53		90.96		51.01
Balance with other banks in Current Account
Bank of America, USA		50.17		157.33		183.99
Bank of Montreal		—		—		1.68
Citibank		—		—		0.10
Hong Kong & Shanghai Bank		8.68		17.48		13.75
Midland Bank, U K		184.66		98.10		437.76
Nations Bank		—		—		5.65
Saudi British Bank		14.06		—		24.57
Standchart UAE		2.55		—		0.97
Wells Fargo, U S A		1,432.86		398.90		1,612.53
Bank of Tokyo		1.90		—		—
Great Western Bank		5.44		5.68		—
SBI Singapore -USD Account		—		—		—
CCF Paris AG Centrale		4.03		—		—
FCC National Bank		22.95		25.57		—
Chase Manhatten		—		16.59
Uni Credit Banca — Italy		9.79		—
Total		3,141.10		1,835.15		3,242.70

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 10 LOANS AND ADVANCES

					(Rs. in Million)
	As of December 31,				As of March 31,
	2004		2003		2004
(Unsecured, considered good unless otherwise stated)
Advances and loans to Subsidiaries		—		—		—
Advances recoverable in cash or in kind or for value to be received
Considered Good		2,410.23		1,742.41		2,126.28
Considered Doubtful		81.07		89.17		77.36
		2,491.30		1,831.58		2,203.64
Less : Provision for Doubtful Advances		81.07		89.17		77.36
		2,410.23		1,742.41		2,126.28
Inter Corporate Deposits
Citicorp Financial Services Limited		—		8.08		—
Other Deposits		843.49		719.80		854.77
Advance Income Tax (net of provision)		302.18		723.60		587.66
Balances with Excise and Customs		20.73		12.44		29.67
Unbilled Services		2,847.90		1,957.22		2,085.40
Total		6,424.53		5,163.55		5,683.78
Note :
Other Deposits include Rs. 25 (2004 : Rs. 25) security deposits for premises with a firm in which a director is interested
SCHEDULE 11 CURRENT LIABILITIES
Sundry Creditors		3,243.57		2,234.39		3,153.47
Unclaimed Dividends		1.48		1.49		1.49
Advances from customers		703.80		584.63		534.83
Unearned Revenues		534.86		350.63		363.33
Other Liabilities		7,572.48		4,765.45		4,841.08
Total		12,056.19		7,936.59		8,894.20
SCHEDULE 12 PROVISIONS
Employee retirement benefits		1,253.48		852.36		683.35
Warranty Provision		385.99		228.75		357.36
Proposed dividend		—		—		931.04
Proposed one-time dividend		—		—		5,818.98
Tax on proposed dividend		—		—		864.85
Total		1,639.47		1,081.11		8,655.58

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 13 OTHER INCOME

													(Rs. in Million)
	Quarter ended December 31,						Nine months ended December 31,						Year ended
	2004			2003			2004			2003			March 31, 2004
Dividend on Mutual Fund Units		147.47			209.16			516.75			572.51			779.98
Interest on debt instruments and others		8.49			4.31			17.07			21.90			25.98
Rental Income		5.68			7.06			16.99			27.80			45.03
Profit on sale of Mutual Fund Units		47.32			(18.97	)		12.37			(44.33	)		(43.55	)
Profit on disposal of Fixed Assets		7.48			(0.48	)		107.47			(0.48	)		108.34
Brand Fees		—			0.01			—			22.05			22.05
Provision no longer required written back		0.13			0.30			1.45			1.24			33.65
Exchange differences — Net		40.96			50.84			(72.38	)		199.83			297.32
Miscellaneous Income		13.66			7.67			31.77			39.69			97.19
Total		271.19			259.90			631.49			840.21			1,365.99
*     Tax deducted at source Rs. 755 (2004: Rs. 74,747, 2003 : Rs. 7,364)
SCHEDULE 14 COST OF GOODS SOLD
Raw materials, Finished and Process Stocks *		3,129.94			2,154.20			8,302.24			5,664.06			8,945.74
Stores & Spares		105.61			45.81			248.19			138.87			200.29
Power and Fuel		165.99			122.94			460.28			346.46			461.64
Salaries, Wages and bonus including onsite allowance		7,631.14			5,442.19			20,575.13			14,287.99			20,305.24
Contribution to provident and other funds		114.75			77.56			313.12			202.03			294.38
Gratuity and pension		122.53			93.88			317.81			219.51			288.00
Workmen and Staff welfare		94.37			61.99			242.86			166.56			248.03
Insurance		34.71			23.51			98.27			44.75			87.99
Repairs to factory buildings		16.35			23.50			52.99			35.66			52.92
Repairs to Plant & Machinery		228.13			140.40			724.14			309.25			442.88
Rent		106.23			80.35			301.53			224.20			323.11
Rates & Taxes		9.06			0.57			36.23			1.76			7.62
Packing & Freight Inward		17.47			8.75			44.59			22.68			35.09
Traveling		572.54			325.59			1,575.24			1,002.42			1,312.44
Communication		275.91			290.24			861.63			717.56			987.69
Depreciation		611.11			452.52			1,610.01			1,222.90			1,759.91
Sub contracting / technical fees		523.98			521.31			1,575.09			1,294.62			2,047.70
Miscellaneous		501.34			428.81			1,437.86			1,215.63			1,489.81
Less : Capitalized		(114.09	)		(8.74	)		(252.73	)		(95.95	)		(139.95	)
Total		14,147.07			10,285.38			38,524.48			27,020.96			39,150.53

* For details refer Schedule 18

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 15 SELLING AND MARKETING EXPENSES

										(Rs. in Million)
	Quarter ended December 31,					Nine months ended December 31,				Year ended
	2004			2003		2004		2003		March 31, 2004
Salaries, wages and bonus		203.95			188.90		642.58		769.91		987.43
Contribution to provident and other funds		5.32			4.00		14.32		12.34		16.90
Gratuity and pension		7.90			5.07		21.17		10.28		28.88
Workmen and Staff welfare		9.51			9.73		31.62		25.12		34.93
Insurance		0.58			3.37		3.20		6.27		36.01
Repairs to buildings		0.91			4.96		4.05		7.39		12.22
Rent		30.36			52.56		83.49		87.53		117.03
Rates and taxes		1.77			4.55		12.94		16.94		22.71
Carriage and freight		80.12			57.80		216.63		161.42		215.11
Commission on sales		28.25			10.35		68.39		48.24		98.88
Advertisement and sales promotion		209.52			135.32		563.86		422.07		571.49
Depreciation		19.92			33.47		56.33		70.29		72.46
Travel		733.46			636.99		2,121.10		2,096.08		2,779.64
Communication		17.08			9.81		51.75		51.59		54.67
Miscellaneous Expenses		48.24			77.71		205.69		236.19		389.30
Total		1,396.89			1,234.59		4,097.12		4,021.66		5,437.65
SCHEDULE 16 GENERAL AND ADMINISTRATIVE EXPENSES
Salaries, wages and bonus		341.61			255.18		858.09		828.51		1,119.88
Contribution to provident and other funds		17.05			10.96		40.17		31.24		35.63
Gratuity and pension		14.96			13.03		38.52		38.64		41.46
Workmen and Staff welfare		61.36			38.49		161.55		121.90		173.17
Insurance		5.96			10.54		29.69		12.54		14.13
Repairs to buildings		0.41			1.29		6.14		4.79		6.17
Rent		4.35			10.23		19.42		24.89		35.24
Rates and taxes		3.55			10.85		12.82		23.13		24.96
Auditors’ remuneration and expenses											—
Audit fees		2.34			1.22		7.67		4.55		7.08
For certification including tax audit		—			—		0.06		0.36		1.03
Reimbursement of expenses		0.10			0.05		0.33		0.22		0.28
Loss on disposal of Fixed Assets		1.05			0.15		1.38		6.37		6.90
Directors’ fees		0.03			—		0.10		0.11		0.19
Depreciation		25.18			33.82		74.57		102.23		121.29
Travel		115.49			98.66		302.20		298.02		362.17
Communication		20.94			31.56		58.72		63.91		85.52
Provision / write off of bad debts		(6.79	)		11.30		141.05		143.37		123.64
Miscellaneous Expenses		188.98			298.85		872.71		661.69		902.41
Total		796.57			826.18		2,625.19		2,366.47		3,061.14

WIPRO LIMITED — CONSOLIDATED

SCHEDULE 17 INTEREST

													(Rs. in Million)
	Quarter ended December 31,						Nine months ended December 31,						Year ended
	2004			2003			2004			2003			March 31, 2004
On fixed Loans		—			1.74			—			3.68			8.77
Other		23.29			15.05			50.03			24.49			26.30
Total		23.29			16.79			50.03			28.17			35.07
SCHEDULE 18
RAW MATERIALS, FINISHED AND PROCESSED STOCKS
Consumption of raw materials and bought out components :
Opening Stocks		537.31			411.07			551.40			398.22			398.22
Add : Purchases		2,417.01			1,232.71			6,083.70			3,544.29			5,728.84
Less : Closing Stocks		669.18			363.43			669.18			363.43			551.40
		2,285.14			1,280.35			5,965.92			3,579.08			5,575.66
Purchase of Finished Products for sale		1,041.28			940.47			2,517.98			2,363.84			3,492.83
(Increase) / Decrease in finished and process Stocks :
Opening Stock : In process		216.82			144.25			159.52			119.03			119.03
: Finished products		477.47			654.35			549.59			467.33			467.33
Less : Closing Stock : In process		259.16			130.68			259.16			130.68			159.52
: Finished products		631.61			734.54			631.61			734.54			549.59
		(196.48	)		(66.62	)		(181.66	)		(278.86	)		(122.75	)
Total		3,129.94			2,154.20			8,302.24			5,664.06			8,945.74

WIPRO LIMITED — CONSOLIDATED

													(Rs. in Million)
	Quarter ended December 31,						Nine months ended December 31,						Year ended
	2004			2003			2004			2003			March 31, 2004
A. Cash flows from operating activities:
Profit before tax		4,945.83			3,051.50			13,928.92			8,068.84			12,031.82
Adjustments:
Depreciation and amortization		656.20			513.48			1,740.91			1,396.39			1,971.85
Amortisation of stock compensation		168.92			—			168.92			—			—
Exchange differences — Net		(53.92	)		(101.33	)		—			(191.65	)		(132.77	)
Retirement benefits provision		280.24			57.06			570.13			228.49			161.60
Interest on borrowings		23.29			16.79			50.03			28.17			—
Dividend / interest — Net		(203.45	)		(238.83	)		(546.19	)		(594.42	)		(762.41	)
Loss / (Gain) on sale of property, plant and equipment		(7.48	)		(0.33	)		(107.47	)		5.89			(107.00	)
Working Capital Changes :
Trade and other receivable		(636.97	)		(755.83	)		(2,804.41	)		(1,448.27	)		(3,670.41	)
Loans and advances		(18.57	)		60.15			(279.99	)		(47.09	)		(359.89	)
Inventories		(334.56	)		(15.15	)		(305.09	)		(246.53	)		(281.50	)
Trade and other payables		817.17			952.73			3,190.60			1,705.37			2,748.13
Net cash generated from operations		5,636.70			3,540.24			15,606.36			8,905.19			11,599.42
Direct taxes paid		(604.52	)		(371.66	)		(1,796.94	)		(898.74	)		(1,568.36	)
Net cash generated from operations		5,032.18			3,168.58			13,809.42			8,006.45			10,031.06
B. Cash flows from investing activities:
Expenditure on property, plant and equipment (including advances)		(1,622.71	)		(954.18	)		(4,954.35	)		(2,825.14	)		(4,100.97	)
Proceeds from sale of property, plant and equipment		(100.22	)		0.33			154.24			67.69			121.86
Purchase of investments		(21,429.34	)		(8,490.30	)		(51,084.08	)		(20,040.70	)		(10,706.51	)
Inter Corporate deposits placed / matured		—			17.33			—			277.72			285.30
Certificate of Deposits with foreign banks		—			—			—			2,463.06			2,463.06
Proceeds on Sale / from maturities on Investments		17,786.19			4,353.93			47,897.54			8,490.00			48.06
Net Payment for acquisition of businesses		(493.50	)		—			(597.77	)		(465.27	)		(465.27	)
Dividend / interest income received		180.16			222.03			504.56			571.18			777.85
Net cash generated from investing activities		(5,679.42	)		(4,850.86	)		(8,079.86	)		(11,461.46	)		(11,576.62	)
C. Cash flows from financing activities:
Proceeds from exercise of Stock Option Plan grants		1,579.42			67.42			1,875.47			70.83			238.60
Share application money pending allotment		38.30			1.22			38.30			—			—
Dividends paid (including distribution tax)		—			—			(7,575.76	)		(262.36	)		(262.36	)
Proceeds from (issuance) / repayment of borrowings		(155.09	)		1,199.89			(437.35	)		1,127.89			463.02
Proceeds from issuance shares by subsidiary		12.21			48.22			266.19			147.53			147.53
Net cash provided by / (used in) financing activities		1,474.84			1,316.75			(5,833.15	)		1,083.89			586.79
Net increase / (decrease) in cash and cash equivalents during the year		827.60			(365.53	)		(103.59	)		(2,371.12	)		(958.77	)
Cash and cash equivalents at the beginning of the period		2,313.50			2,198.49			3,242.70			4,210.08			4,210.08
Effect of Translation of cash balance with foreign subsidiaries		—			2.19			1.99			(3.81	)		(8.61	)
Cash and cash equivalents at the end of the period		3,141.10			1,835.15			3,141.10			1,835.15			3,242.70

     For and on behalf of the Board of Directors

Azim H. Premji	Vivek Paul		P. M. Sinha
Chairman and	Vice Chairman and		Director
Managing Director	Executive Officer
Suresh C. Senapaty	V. Ramachandran		B.C. Prabhakar
Corporate Executive	Company Secretary		Director
Vice President — Finance		Bangalore, January 21, 2005

WIPRO LIMITED — CONSOLIDATED

We have examined the above cash flow statement of Wipro Limited — consolidated for the nine months and three months period ended December 31, 2004. This statement is based on and in agreement with the corresponding Profit and Loss Account and Balance Sheet of the Company for the nine months and three months of the said period.

For N M Raiji & Co.,
Chartered Accountants

J M Gandhi
Partner
Membership No. 37924

Mumbai, January 21, 2005

WIPRO LIMITED - CONSOLIDATED

SCHEDULE –19 SIGNIFICANT ACCOUNTING POLICIES

Accounting convention

The preparation of consolidated financial statements in conformity with Indian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent assets and liabilities. Actual results could differ from these estimates.

Basis of preparation of financial statements:-

The accompanying consolidated financial statements have been prepared in accordance with Accounting Standard 21 ‘Consolidated Financial Statements’ and Accounting Standard 23 ‘Accounting for Investments in Associates in Consolidated Financial Statements.

Principles of consolidation:-

The consolidated financial statements include the financial statements of Wipro and all of its subsidiaries, which are more than 50% owned and controlled and its affiliates where the group holds more than 20% of voting power and has significant influence. All material inter-company accounts and transactions are eliminated on consolidation. The group accounts for investments in affiliates by the equity method.

Revenue recognition

•   Sales include applicable sales tax unless separately charged, export incentives, and are net of discounts.

•   Sales are recognized on despatch, except in the following cases:

-   Consignment sales are recognized on receipt of statement of account from the agent

-   Sales, which are subject to detailed acceptance tests, revenue is reckoned based on milestones for billing, as provided in the contracts

-   Revenue from software development services includes revenue from time and material and fixed price contracts. Revenue from time and material contracts are recognized as related services are performed. With reference to fixed price contracts revenue is recognized in accordance with percentage of completion method of accounting

•   Export incentives are accounted on accrual basis and include estimated realizable values/benefits from special import licenses and Advance licenses.

•   Agency commission is accrued on shipment of consignment by principal.

•   Maintenance revenue is considered on acceptance of the contract and is accrued over the period of the contract.

•   Other income is recognized on accrual basis.

Fixed Assets and Depreciation

Fixed assets are stated at historical cost less depreciation.

Interest on borrowed money allocated to and utilized for fixed assets, pertaining to the period up to the date of capitalization is capitalized. Assets acquired on [Illegible] purchase are capitalized at the gross value and interest thereon is charged to profit and loss account. renewals and replacement are either capitalized or charged to revenue as appropriate, depending upon their nature and long-term utility.

Depreciation is provided on straight line method at rates specified in Schedule XIV to the Companies Act, 1956, except on computers, furniture and fixture, office equipment, electrical installations (other than those at factories) and vehicles for which commercial rates are applied. In Wipro Inc, Enthink Inc and Wipro Japan KK depreciation is provided on Written Down Value method.

Intangible Assets

Intangible assets are stated at cost less accumulated amortization. Intangible assets are amortized over their estimated useful life ranging between 5 years and 20 years.

Goodwill

The goodwill arising on consolidation / acquisition is not amortised. It is tested for impairment on a periodic basis and written off if found impaired.

WIPRO LIMITED - CONSOLIDATED

Investments

Long term Investments are stated at cost and short term investments are valued at lower of cost and net realizable value. Diminution in value is provided for where the management is of the opinion that the diminution is of permanent nature.

Inventories

Finished goods are valued at cost or net realizable value, whichever is lower. Other inventories are valued at cost less provision for obsolescence. Indigenously developed software products are valued at cost, which reflects their remaining economic life. Small value tools and consumables are charged to consumption on purchase. Cost is computed on weighted average basis.

Provision for retirement benefits

For employees covered under group gratuity scheme of LIC, gratuity charged to Profit and Loss account is on the basis of premium demanded by LIC. Provision for gratuity (for certain category of employees) and leave benefit for employee’s is determined as per actuarial valuation at the year-end. Defined contributions for provident fund and pension are charged to the Profit and Loss account based on contributions made in terms of applicable schemes, after netting off the amounts rendered surplus on account of employees separated from the Company. Certain categories of employees are entitled to pension benefits which are determined based on factors like years of services and cumulative basic salary. The company has provided for the liability based on an actuarial valuation. The compensation paid if any, on voluntary retirement to the employees is charged off as an expense in the year of Incurrence.

Deferred Tax

Tax expenses charged to Profit and Loss account is after considering deferred tax impact for the timing difference between accounting income and tax income. Deferred tax assets are recognized when there is a reasonable certainty that they will be realized. Deferred tax asset relating to unabsorbed business losses are recognized when there is a virtual certainty that there will be sufficient taxable profits to utilize them.

Foreign currency transactions

The Company is exposed to currency fluctuations on foreign currency transactions. With a view to minimize the volatility in financial statements arising from fluctuations in the currency rates, the Company follows established risk management policies, including the use of foreign exchange forward contracts.

As a part of t he Risk Management Policies, the forward contracts are designated as hedge of highly probable forecasted transactions. The accounting standard on “The effects of changes on foreign exchange rates”, which was amended with effect from April 1, 2004 provides guidance on accounting for forward contracts. Further to that, the Institute of Chartered Accountants of India has clarified that this accounting standard is not applicable to the forward contracts which are for hedging highly probable forecasted transactions.

Foreign currency transactions are recorded at the spot rate at the beginning of the concerned month. Period-end balances of foreign currency assets and liabilities are restated at the closing rate/forward contract rate, as applicable. The exchange difference arising from restatement or settlement is recognized in the profit and loss account.

Gains/losses, including gains/losses on intermediary roll over/cancellation, of Forward contracts designat ed as hedge of highly probable forecasted transactions are recognised in the profit and loss account in the period in which the forecasted transaction is expected to occur.

Other forward contracts, options etc. which are not designated as hedge of forecasted transaction, are marked to market on the balance sheet date and the resultant gain/loss is accounted in the profit and loss account for the period.

In respect of non -integral operations assets and liabilities are translated at the exchange rate prevai ling at the date of the balance sheet. The items in the profit & loss account are translated at the average exchange rate during the period. The differences arising out of the translation are included in translation reserve.

Research and Development

Revenue expenditure on research and development is charged to Profit and Loss account and capital expenditure is shown as addition to fixed assets.

WIPRO LIMITED - CONSOLIDATED

NOTES TO ACCOUNTS

1.   Goodwill on consolidation as on the balance sheet date comprises of the following:

	(Rs. in Million)
Wipro Fluid Power Limited		18.27
Wipro Spectramind Services Limited		4069.82
Wipro Healthcare IT Limited		175.01
Cygnus Nigri Investments private Limited		16.26
Wipro Inc.		1245.17
Wipro Technology UK Limited		112.17
Total		5636.70

2.	As of December 31, 2004, forward contracts to the extent of USD 258 Mn have been assigned to the foreign currency assets as on the balance sheet date. These assets are valued at the forward contract rate, adjusted for premium / discount in respect of the expired period.
	The Company has designated certain forward contracts to hedge highly probable forecasted transactions. The gain or loss on these forward contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur. In certain cases, the Company has entered into forward contracts having a maturity earlier than the period in which the hedged transaction is forecasted to occur. The gain / loss on roll over / cancellation / expiry of such contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur, till such time the same is accumulated and shown under Loans and Advances.
	The Company has also entered into option / forward contracts which are not designated as hedge . Gain or loss on such contracts is recognized in the profit and loss account of the respective periods. The outstanding contracts as at the balance sheet date are marked to market, the impact of which is taken to profit and loss account. Consequently, the company has recognized marked to market gain of Rs. 13.41 Mn in the current quarter ended December 31, 2004.
	As at the balance sheet date, the Company had forward contracts to sell USD 614 Mn in respect of forecasted transactions. The effect of marked to market and of intermediary roll over / expiry of the said forward contracts is a gain of Rs. 233.97 Mn. The final impact of such contracts will be recognized in the profit and loss account of the respective periods in which the forecasted transactions are expected to occur.
	Had the Company continued to follow the earlier accounting policy, the profit for the quarter would have been higher by Rs. 297 Mn (lower by Rs. 197 Mn for the nine months period ended December 31, 2004).
3.	In June 2004, the company acquired trademark / brand “Chandrika’ for an aggregate consideration of Rs. 238 Mn. The Company is entitled to use the trademark / brand in manufacturing, selling and distributing products in India and other SAARC countries. The company has further acquired rights to use the brand in Nepal by payment of Rs. 30 Mn.
	The Company has also entered into a non-compete agreement with the sellers of “Chandrika” brand, for which it has paid certain amount as up-front fee. In addition, the Company will be paying an annual non-compete fee computed as a specified percentage of the revenues from products sold under “Chandrika” trade-name, subject to a minimum annual payment.
	Based on the performance of various other comparable established brands in the market, the company estimates that the useful life of the brand is at least 20 years and hence the cost of the brand is amortized over the period of 20 years. Further, the upfront non-compete fee is amortized over the period of agreement and the annual non-compete fee is recognized in the respective years.
4.	During the nine months ended December 31, 2004 the company acquired 4,025,914 shares from the employees of Wipro Spectramind Services Limited for a total consideration of Rs. 597.77 Mn and recognized goodwill of Rs. 391.29 Mn.

WIPRO LIMITED - CONSOLIDATED

5.	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 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”.
	Investments in WeP Peripherals Ltd have been accounted for by equity method.
6.	In June 2004, the Company established Wipro Restricted Stock Unit Plan (WRSUP 2004) and Wipro ADS Restricted Stock Unit Plan (WARSUP 2004). The Company is authorized to issue up to 6,000,000 Restricted Stock Units (RSUs) under each plan to eligible employees.
	RSUs vest over a period of five years from the date of grant and upon vesting the employees have a right to acquire one equity share for every RSU at an exercise price. The RSUs granted are subject to forfeiture if the employee terminates employment before vesting. The excess of market price on the date of grant over the exercise price is recognized as deferred compensation cost and amortized over the vesting period.
	The Company granted 4,691,678 RSUs under the WRSUP 2004 plan and 783,950 RSUs under the WARSUP 2004 Plan. The deferred compensation cost of Rs. 3,468.27 Mn arising from the grant is being amortized over the vesting period of five years.
	During the quarter ended December 31, 2004 the Company has charged to profit and loss account Rs. 167.61 Mn (nine months period – Rs. 168.92 Mn) of deferred compensation cost as salaries and wages.
7.	In the previous year, the company received a demand from the income tax department of Rs. 2,61 5 Mn (Including interest demand of Rs. 765 Mn) for one of its assessment years. Un-provided liability on this account is Rs. 2,316 Mn. The tax demand is mainly on account of disallowance of deduction claimed by the company under Section 10A of the Income Tax Act 1961, in respect of profits earned by its undertakings in software Technology Park at Bangalore. As per the opinion of the company’s legal counsel the said disallowance is not tenable. The management of the company has filed an appeal challenging the disallowance. Considering the facts and nature of disallowance, the management believes that final outcome of the dispute shall be positive and there will not be material impact on the financial statement.
8.	The breakup of accumulated net deferred tax asset is given below:

					(Rs. in Million)
	December		December			March
	31, 2004		31, 2003			31, 2004
Deferred tax assets:
Allowance for doubtful debts		92.64		87.07			92.64
Property plant and equipment – Depreciation differential		49.12		74.27			49.12
Employee stock incentive plan		9.39		38.90			9.39
Accrued expenses		166.27		103.13			166.27
Business losses carried forward		216.45		162.53			168.88
		533.87		465.90			486.30

9.   a)Provision for taxation comprises of following:

(i)	Rs. 905.71 Mn (2004: Rs. 758.93 Mn) in respect of foreign taxes .
(ii)	Rs. 1,122.50 Mn (2004: Rs. 918 .63 Mn) in respect of Indian Income Tax, which includes provision of Rs. Nil (2004: Rs. 251. 39 Mn) in respect of earlier years.
(iii)	Rs. 6.64 Mn (2004: Rs. 3 Mn) in respect of Wealth Tax which includes provision of Rs. 2.89 Mn in respect of earlier years .

b)   Tax expense for the quarter is based on the estimated effective tax rate for the year. The bifurcation between current tax and deferred tax assets will be made at the year end, based on the full year working.

WIPRO LIMITED - CONSOLIDATED

10.   The details of subsidiaries and affiliates are as follows :–

a) Name of the subsidiary	Country of Incorporation	% Holding
Wipro Fluid Power Limited	India		98	%
Wipro Inc.	USA		100	%
Enthink Inc. (a)	USA		–
Wipro Japan KK	Japan		100	%
Wipro Chandrika Limited	India		90	%
Wipro Trademarks Holding Limited	India		100	%
Wipro Travel Services Limited	India		100	%
Wipro HealthCare IT Limited	India		100	%
Spectramind Limited	Bermuda		100	%
Spectramind Limited ( b)	Mauritius		–
Wipro Spectramind Services Limited (c)	India		93	%
Spectramind Inc. (d)	USA
Wipro Holdings (Mauritius) Limited	Mauritius		100	%
Wipro Holdings (UK) Limited (e)	UK		–
Wipro Technologies UK Limited (f)	UK		–
Wipro Consumer Care Limited	India		100	%
Cygnus Nigri Investments private Limited (g)	India		–
Wipro Shanghai Limited	China		100	%
b) Wipro Equity Reward Trust	India	Fully controlled trust
c) Grantor Trust	USA	Fully controlled trust
d) Name of the affiliate
Wipro GE Medical Systems Private Limited	India		49	%
WeP Peripherals Limited	India		40.5	%

Note:

a)	Majority owned by Wipro Inc.
b)	Fully owned by Spectramind Limited, Bermuda
c)	Owned through Spectramind Limited, Bermuda and Spectramind Limited, Mauritius
d)	Fully owned through Wipro Spectramind Services Limited
e)	Fully owned by Wipro Holdings (Mauritius) Limited
f)	Fully owned by Wipro Holdings (UK) Limited
g)	Fully owned by Wipro Trademarks Holding Limited

11.	Diluted EPS is calculated based on treasury stock method for ESOP outstanding.
12.	Provision for retirement benefits are made on the estimated basis in the interim financial statement and acturial valuation is carried out at the year end.
13.	The segment report prepared in accordance with the accounting standard 17 ‘Segment reporting’ issued by the Institute of Chartered Accountants of India is given in the Annexure I.
14.	Corresponding figures for previous periods presented have been regrouped, where necessary, to confirm to this period classification. Current period figures are not comparable with the previous period figures on account of acquisition of Wipro Nerve wire (IT consulting business) with effect from May 2003.

Annexure I

WIPRO LIMITED, CONSOLIDATED

AUDITED SEGMENT WISE BUSINESS PERFORMANCE FOR THE QUARTER & NINE MONTHS ENDED DECEMBER 31, 2004

Rs. in Million

Particulars		Quarter ended December 31,									Nine months ended December 31,								Year ended
							Growth									Growth			March 31,
	2004			2003			%			2004			2003			%			2004
Segment Revenue
Global IT Services and Products		15,888			11,472			38	%		44,344			31,026			43	%		43,575
India & AsiaPac IT Services and Products		3,421			2,355			45	%		9,122			6,096			50	%		9,762
Consumer Care and Lighting		1,289			949			36	%		3,496			2,629			33	%		3,649
Others		503			438			15	%		1,615			1,198			35	%		1,826
TOTAL		21,101			15,214			39	%		58,577			40,949			43	%		58,812
Profit before Interest and Tax - PBIT (1)
Global IT Services and Products		4,139			2,514			65	%		11,893			6,573			81	%		9,539
India & AsiaPac IT Services and Products		272			161			69	%		627			393			60	%		792
Consumer Care and Lighting		175			141			24	%		495			415			19	%		551
Others		176			48			267	%		316			158			100	%		277
TOTAL		4,762			2,864			66	%		13,331			7,539			77	%		11,159
Interest (Net) and Other Income		185			187						598			530						873
Profit Before Tax		4,947			3,051			62	%		13,929			8,069			73	%		12,032
Income Tax expense		(722	)		(330	)					(2,035	)		(922	)					(1,681	)
Profit before Share in earnings / (losses) of Affiliates and minority interest		4,225			2,721			55	%		11,894			7,147			66	%		10,351
Share in earnings of affiliates		71			43						133			(5	)					23
Minority interest		(28	)		(21	)					(72	)		(35	)					(59	)
PROFIT AFTER TAX		4,268			2,743			56	%		11,955			7,107			68	%		10,315
Operating Margin
Global IT Services and Products		26	%		22	%					27	%		21	%					22	%
India & AsiaPac IT Services and Products		8	%		7	%					7	%		6	%					8	%
Consumer Care and Lighting		14	%		15	%					14	%		16	%					15	%
TOTAL		23	%		19	%					23	%		18	%					19	%
CAPITAL EMPLOYED(2)
Global IT Services and Products		26,709			19,163						26,709			19,163						21,732
India & AsiaPac IT Services and Products		1,417			1,496						1,417			1,496						1,941
Consumer Care and Lighting		659			520						659			520						596
Others		23,733			22,552						23,733			22,552						14,498
TOTAL		52,518			43,731						52,518			43,731						38,767
CAPITAL EMPLOYED COMPOSITION
Global IT Services and Products		51	%		44	%					51	%		44	%					56	%
India & AsiaPac IT Services and Products		3	%		3	%					3	%		3	%					5	%
Consumer Care and Lighting		1	%		1	%					1	%		1	%					2	%
Others		45	%		52	%					45	%		52	%					37	%
TOTAL		100	%		100	%					100	%		100	%					100	%
RETURN ON AVERAGE CAPITAL EMPLOYED
Global IT Services and Products		66	%		52	%					65	%		46	%					47	%
India & AsiaPac IT Services and Products		67	%		47	%					50	%		41	%					53	%
Consumer Care and Lighting		101	%		107	%					105	%		92	%					86	%
TOTAL		38	%		27	%					39	%		25	%					30	%

     (1) PBIT is after considering stock compensation expense of Rs. 168 Mn for three months ended and Rs. 169 Mn for nine months ended December 31, 2004. PBIT of Global IT Services and Products is after considering stock compensation expense of Rs. 151 Mn for three months and nine months ended December 31, 2004.

     (2) This includes cash and cash equivalents of Rs. 24,845 Mn (2004: Rs. 21,760 Mn & 2003: Rs. 21,247 Mn).

Notes 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:

																		(Rs. in Million)
	Quarter ended December 31,										Nine months ended December 31,
Geography	2004		%			2003		%			2004		%			2003		%
India		4,588		22	%		3,506		23	%		12,956		23	%		9,479		23	%
USA		10,998		52	%		8,276		54	%		30,734		52	%		22,131		54	%
Rest of the World		5,515		26	%		3,432		23	%		14,887		25	%		9,339		23	%
Total		21,101		100	%		15,214		100	%		58,577		100	%		40,949		100	%

3.	For the purpose of reporting, business segments are considered as primary segments and geographic segments are considered as secondary segment.
4.	As of December 31, 2004, forward contracts to the extent of USD 258 Mn have been assigned to the foreign currency assets as on the balance sheet date. These assets are valued at the forward contract rate, adjusted for premium / discount in respect of the expired period.
	The Company has designated certain forward contracts to hedge highly probable forecasted transactions. The gain or loss on these forward contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur. In certain cases, the Company has entered into forward contracts having a maturity earlier than the period in which the hedged transaction is forecasted to occur. The gain / loss on rollover / cancellation / expiry of such contracts is recognized in the profit and loss account in the period in which the forecasted transaction is expected to occur, till such time the same is grouped under Loans and Advances.
	The Company has also entered into option / forward contracts which are not designated as hedge. Gain or loss on such contracts is recognized in the profit and loss account of the respective periods. The outstanding contracts as at the balance sheet date are marked to market, the impact of which is taken to profit and loss account. Consequently, the company has recognized marked to market gain of Rs. 13.41 Mn in the current quarter ended December 31, 2004.
	As at the balance sheet date, the Company had forward contracts to sell USD 614 Mn in respect of forecasted transactions. The effect of marked to market and of intermediary roll over / expiry of the said forward contracts is a gain of Rs. 233.97 Mn. The final impact of such contracts will be recognized in the profit and loss account of the respective periods in which the forecasted transactions are expected to occur.
	Had the Company continued to follow the earlier accounting policy, the profit for the quarter would have been higher by Rs. 297 Mn (lower by Rs. 197 Mn for the nine months period ended December 31, 2004).
5.	a) 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.
b)	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 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”
c)	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.