As filed with the U.S. Securities and Exchange
Commission on May 26, 2026
Registration
No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
WIPRO LIMITED
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Republic of India
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
270 Park Avenue, Floor 8, New York, New York
10017
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
CT Corporation System
818 West 7th Street
Los Angeles, CA 90017
(213) 627-8252
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective
under Rule 466
If a separate registration statement has been filed
to register the deposited shares, check the following box. ☐
CALCULATION OF REGISTRATION FEE
|
Title of each class of
Securities to be registered |
Amount
to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one equity share, par value Rs. 2 per share, of WIPRO LIMITED |
500,000,000 |
$0.05 |
$25,000,000 |
$3452.50 |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists
of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit (a)(2) to
this Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Item Number and Caption
|
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| |
|
|
|
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| (1) |
Name
and address of Depositary |
|
Introductory paragraph and bottom of face of American Depositary Receipt |
| |
|
|
|
| (2) |
Title of American Depositary Receipts and identity of deposited securities |
|
Face of American Depositary Receipt, top center |
| |
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|
| |
Terms of Deposit: |
|
|
| |
|
|
|
| |
(i) |
Amount
of deposited securities represented by one unit of American Depositary Shares |
|
Face of American Depositary Receipt, upper right corner |
| |
|
|
|
|
| |
(ii) |
Procedure
for voting the deposited securities |
|
Paragraph (12) |
| |
|
|
|
|
| |
(iii) |
Procedure for collecting and distributing dividends |
|
Paragraphs (4), (5), (7) and (10) |
| |
|
|
|
|
| |
(iv) |
Procedures
for transmitting notices, reports and proxy soliciting material |
|
Paragraphs (3), (8), (11) and (12) |
| |
|
|
|
|
| |
(v) |
Sale
or exercise of rights |
|
Paragraphs (4), (5) and (10) |
| |
|
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|
|
| |
(vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of reorganization |
|
Paragraphs (4), (5), (10) and (13) |
| |
|
|
|
|
| |
(vii) |
Amendment,
extension or termination of the Deposit Agreement |
|
Paragraphs (16) and (17) |
| |
|
|
|
|
| |
(viii) |
Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs |
|
Paragraph (3) |
| |
|
|
|
|
| |
(ix) |
Restrictions
upon the right to transfer or withdraw the underlying securities |
|
Paragraphs (1), (2), (4), and (5) |
| |
|
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|
|
| |
(x) |
Limitation
upon the liability of the Depositary |
|
Paragraph (14) |
| |
|
|
|
|
| (3) |
Fees and charges that a holder of ADRs may have to pay, either directly or indirectly |
|
Paragraph (7) |
Item 2. AVAILABLE INFORMATION
|
Item Number and Caption |
|
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
| |
|
|
| (a) |
Statement that Wipro Limited is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and,
accordingly, files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and retrieved by
holders and beneficial owners through the EDGAR system on the Securities and Exchange Commission's Internet Website located as of the
date of the Deposit Agreement at www.sec.gov and can be inspected and copied at the public reference facilities maintained by the Commission,
currently located at 100 F Street, N.E., Washington, D.C. 20549. |
|
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Amended and Restated Deposit Agreement among Wipro Limited (the "Company"),
JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs
issued thereunder (the "Deposit Agreement"). Previously filed as exhibit (a) to Post-Effective Amendment No. 2 to Registration
Statement No. 333-218348 and incorporated herein by reference. |
| (a)(2) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(2). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized
representative of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received
from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement,
certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused
this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on May 26, 2026.
| |
Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
|
| |
|
|
| |
By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
| |
|
|
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By: |
/s/ Gregory A. Levendis |
| |
Name: |
Gregory A. Levendis |
| |
Title: |
Executive Director
|
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, Wipro Limited certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned,
thereunto duly authorized, on May 26, 2026.
| |
WIPRO LIMITED |
| |
|
|
| |
By: |
/s/ Aparna C. Iyer |
| |
Name: |
Aparna C. Iyer |
| |
Title: |
Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Srini Pallia and Aparna C. Iyer, and each of them, his or her true and lawful
attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and
any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act,
this Registration Statement on Form F-6 has been signed by the following persons on May 26, 2026, in the capacities indicated.
SIGNATURES
|
Signature |
|
Title |
| |
|
|
/s/Azim H. Premji
Azim H. Premji |
|
Founder Chairman,
Non-Executive, Non-Independent Director |
| |
|
|
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Executive Chairman |
| Rishad A. Premji |
|
|
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|
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/s/Srini Pallia
Srini Pallia |
|
Chief Executive
Officer and Managing Director |
| |
|
|
|
/s/Aparna C. Iyer
Aparna C. Iyer |
|
Chief Financial
Officer
(Principal Financial and Accounting
Officer) |
| |
|
|
|
/s/Tulsi Naidu
Tulsi Naidu |
|
Independent Director |
| |
|
|
|
/s/Deepak M. Satwalekar
Deepak M. Satwalekar |
|
Independent Director |
| |
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Independent Director |
| Päivi Rekonen |
|
|
| |
|
|
|
/s/N.A. Kannan
N. S. Kannan |
|
Independent Director |
| |
|
|
|
|
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Independent Director |
| Laura Marie Miller |
|
|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Wipro Limited, has signed this Registration Statement on Form
F-6 on May 26, 2026.
| |
Authorized U.S. Representative |
| |
|
|
|
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By: |
/s/ Srini Pallia |
| |
|
Name: |
Srini Pallia |
| |
|
Title: |
Chief Executive Officer and Managing Director |
INDEX TO EXHIBITS
| Exhibit Number |
|
|
| |
|
|
|
(a)(2)
(d)
|
Form of American Depositary Receipt
Opinion of Counsel to the Depositary
|
|
| (e) |
Rule 466 Certification |
|
