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 August 2017

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.

RESULTS OF POSTAL BALLOT AND ANNOUNCEMENT OF RECORD DATE

Wipro Limited, a company organized under the laws of the Republic of India (the “Company”) hereby furnishes the Commission with copies of the following information concerning the matters voted by the members through postal ballot and electronic voting (“E-voting”) and the record date for the proposed buyback of shares of the Company. 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 August 30, 2017, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange of the results of the postal ballot and E-voting. A copy of such letter to the stock exchanges is attached to this Form 6-K as Item 99.1. Special resolution relating to approval for buyback of equity shares was approved by a majority of the shareholders and the votes cast for and against are described in the attached letter.

As per the Indian Companies Act, 2013, the Company provided its members the ability to cast their votes by E-voting for the special resolution relating to approval for buyback of equity shares. The E-voting period commenced on July 30, 2017 and ended on August 28, 2017.

On August 30, 2017, the Company informed the securities exchanges in India on which its securities are listed and the New York Stock Exchange that the Company has fixed Friday, September 15, 2017 as the record date for the purpose of determining the entitlement and the names of the equity shareholders who are eligible to participate in the buyback of shares of the Company. A copy of such letter to the stock exchanges is attached to this Form 6-K as Item 99.2.

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/ Jatin Pravinchandra Dalal

Jatin Pravinchandra Dalal

Chief Financial Officer

Dated: August 31, 2017

INDEX TO EXHIBITS

Item
99.1	Letter to the Stock Exchanges dated August 30, 2017.
99.2	Letter to the Stock Exchanges dated August 30, 2017.

EX-99.1

Exhibit 99.1

August 30, 2017

The Manager – Listing

BSE Limited,

The Manager – Listing

National Stock Exchange of India Ltd.

The Market Operations

New York Stock Exchange

Dear Sir/Madam

Sub: Results of Postal Ballot and e-voting

Further to our letter dated July 28, 2017 and in accordance with the Regulation 44(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, please find enclosed the voting results and Scrutinizer’s Report for the special resolution relating to approval for Buyback of Equity Shares, as set out in the notice of postal ballot dated July 20, 2017.

The aforesaid special resolution has been passed through Postal Ballot and e-voting by Members by requisite majority.

Thanking You

For WIPRO LIMITED

G Kothandaraman

Head-Secretarial & Compliance

ENCL: As above

Postal Ballot Voting Results

Disclosure as per regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Company Name	WIPRO LIMITED
Date of the Postal Ballot Notice	July 20, 2017
Total number of shareholders on record date	2,56,808
Voting -
Start Date	July 30, 2017
End date	August 28, 2017
No of Shareholders Present in the Meeting either in person or Through proxy	Not Applicable
Promoters and Promoter Group:	-
Public:	-
No. of Shareholders attended the meeting through Video Conferencing	Not Applicable
Promoters and Promoter Group:	-
Public:	-

Resolution required: (Ordinary/ Special)	SPECIAL - Approval for Buyback of equity shares
Whether promoter/ promoter group are interested in the agenda/resolution?	Yes- to the extent of their shareholding

Category	Mode of Voting	No. of shares held (1)		No. of votes polled (2)		% of Votes Polled on outstanding shares (3)=[(2)/(1)]*100		No. of Votes – in favour (4)		No. of Votes – against (5)		% of Votes in favour on votes polled (6)=[(4)/(2)]*100		% of Votes against on votes polled (7)=[(5)/(2)]*100
Promoter and Promoter Group	E-Voting		3,56,12,01,214		3,56,12,01,214		100.00		3,56,12,01,214		—		100.00		0.00
	Poll		—		—		—		—		—		—		—
	Postal Ballot (if applicable)		—		—		—		—		—		—		—
Public- Institutions	E-Voting		78,01,66,834		66,65,96,355		85.44		65,37,74,329		1,28,22,026		98.08		1.92
	Poll		—		—		—		—		—		—		—
	Postal Ballot (if applicable)		—		—		—		—		—		—		—
Public- Non Institutions	E-Voting		52,50,36,798		1,96,96,932		3.75		1,96,74,104		22,828		99.88		0.12
	Poll		—		—		—		—		—		—		—
	Postal Ballot (if applicable)		—		6,69,74,839		12.76		6,58,02,466		11,72,373		98.25		1.75
	Total		4,86,64,04,846		4,31,44,69,340		88.66		4,30,04,52,113		1,40,17,227		99.68		0.32

For Wipro Limited

Authorized Signatory

SCRUTINIZER’S REPORT

August 30, 2017

The Chairman

Wipro Limited

Regd. Office: Doddakannelli,

Sarjapur Road,

Bangalore- 560035.

Sir,

1. The Board of Directors of the company at its meeting held on July 20, 2017 appointed me as a Scrutinizer for scrutinizing the postal ballot voting including e voting process.

2. I submit my report as under:

The Company has completed the despatch of postal ballot forms along with postage prepaid business reply envelope on July 29, 2017 by registered post to those members who have not registered their email ids with the Company / RTA and completed the despatch of postal ballot notice by email on July 28, 2017 to those members who have registered their email ids with the Company / RTA.

Page 1 of 3

The notice of postal ballot (physical) was sent to the members whose name(s) appeared on the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) on Friday, July 21, 2017.

2.1 Particulars of all the postal ballot forms received from the members and votes cast through electronic means have been entered in the register separately maintained for the purpose.

2.2 The postal ballot forms were kept under my safe custody before commencing the scrutiny of such postal ballot forms.

2.3 The votes cast through electronic means were unblocked on August 28, 2017 at 5.07 P.M. The postal ballot forms were scrutinized on August 29, 2017 at Karvy Computershare Private Limited, Hyderabad.

2.4 The postal ballot forms and votes cast through electronic means were scrutinized and the shareholding was matched/confirmed with the Register of Members of the company / list of beneficiaries as on Friday, July 21, 2017.

2.5 All postal ballot forms and votes cast through electronic means received up to 5.00 PM on August 28, 2017 being the last time and date fixed by the company for receipt of the forms and votes cast through electronic means were considered for my scrutiny.

2.6 No envelope containing postal ballot form was received after August 28, 2017 up to the date of this report.

Page 2 of 3

2.7 3,518 envelopes containing postal ballot forms were returned undelivered up to the date of this report.

2.8 I did not find any defaced or mutilated ballot paper.

3. A summary of votes cast through postal ballot and votes cast through electronic means is given in Annexure I.

4. I have handed over the postal ballot forms and other related papers/registers and records for safe custody to the Company Secretary.

5. You may accordingly declare the result of the voting by Postal Ballot.

Thanking  you,

Place : Bangalore

Date : August 30, 2017

Page 3 of 3

Annexure I

WIPRO LIMITED

Regd. Office: Doddakannelli, Sarjapur Road, Bangalore- 560035

Summary of votes cast through postal ballot and votes cast through electronic means for the resolution mentioned in the Postal Ballot Notice dated July 20, 2017

1) Approval for Buyback of Equity Shares

Particulars	Postal Ballot				E-Voting				Total				% of total paid-up equity capital as on cut-off date (i.e. 21/07/2017) 486,64,04,846 Equity Shares)
	No. of members voted through Postal ballot forms		No. of votes cast (Equity Shares of Rs. 2/- each)		No. of member voted through e voting system		No. of votes cast (Equity Shares of Rs. 2/- each)		No. of members voted through Postal ballot forms & through e voting system		No. of votes cast (Equity Shares of Rs.2/- each)
(a)    Total postal ballot forms / e votes received		1,719		10,19,72,627		1,362		425,95,72,458		3,081		436,15,45,085		89.63
(b)    Less: Invalid postal ballot forms (as per register) (No. of Shares including cases where less votes cast and abstained from voting)		202		3,49,97,788		25		1,20,77,957		227		4,70,75,745		0.97
(c)    Net valid postal ballot forms (as per register)		*1,517		6,69,74,839		*1337		424,74,94,501		*2,854		431,44,69,340		88.66
(d)    Postal ballot forms /e votes with assent for the Resolution as a percentage of net valid shares polled		1,407		6,58,02,466		1,245		423,46,49,647		2,652		430,04,52,113		99.68
(e)    Postal ballot forms/e votes with dissent for the Resolution as a percentage of net valid shares polled		123		11,72,373		96		1,28,44,854		219		1,40,17,227		0.32

* The total of row (d) and (e) for the columns, No. of member voted through postal ballot forms, No. of members voted through e-voting system and Total No. of members voted through Postal ballot forms and through e-voting system are not equal to the row (c) for both said columns as few members have voted both in favour and against.

Page 1 of 1

EX-99.2

Exhibit 99.2

August 30, 2017

The Manager – Listing

BSE Limited,

The Manager – Listing

National Stock Exchange of India Ltd.

The Market Operations

New York Stock Exchange

Dear Sir/Madam

Sub: Record Date for buyback of equity shares

This has reference to our earlier letters dated July 20, 2017 and August 30, 2017, intimating that the Board of Directors and shareholders, respectively, have approved the buyback of equity shares by the Company.

Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Regulation 9(1) of Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 and Clause 204.21 of NYSE Listed Company Manual, the Company has fixed Friday, September 15, 2017 as the Record Date for the purpose of determining the entitlement and the names of equity shareholders who are eligible to participate in the buyback.

This is for your information and records.

Thanking you

For Wipro Limited

G Kothandaraman

Head-Secretarial and Compliance

CC:

a) National Securities Depository Limited (NSDL)

b) Central Depository Services (India) Limited

c) Karvy Computershare Private Limited, Registrar and Share Transfer Agent