UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
WIPRO LIMITED
(Name of Issuer)
Equity Shares, par value Rs. 2 per share
(Title of Class of Securities)
97651M109
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | Names of Reporting Persons.
Azim H. Premji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
225,808,537 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
225,808,537 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 1 of 18
| 1. | Names of Reporting Persons.
Hasham Traders | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
883,913,365 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
883,913,365 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 18
| 1. | Names of Reporting Persons.
Prazim Traders | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,065,603,101 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,065,603,101 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 18
| 1. | Names of Reporting Persons.
Zash Traders | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,080,566,791 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,080,566,791 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 4 of 18
| 1. | Names of Reporting Persons.
Hasham Investment and Trading Co. Pvt Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
1,355,953 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,355,953 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 5 of 18
| 1. | Names of Reporting Persons.
Azim Premji Philanthropic Initiatives Pvt. Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
13,862,415 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
13,862,415 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 6 of 18
| 1. | Names of Reporting Persons.
Azim Premji Trust | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
531,592,983 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
531,592,983 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
Page 7 of 18
| 1. | Names of Reporting Persons.
Yasmeen A. Premji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
2,559,378 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
2,559,378 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 8 of 18
| 1. | Names of Reporting Persons.
Rishad Azim Premji and Azim H. Premji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,653,801 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,653,801 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 9 of 18
| 1. | Names of Reporting Persons.
Tariq Azim Premji and Azim Hasham Premji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
638,239 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
638,239 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 10 of 18
| 1. | Names of Reporting Persons.
Tariq Azim Premji | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of India | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
865,886 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
865,886 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,808,420,449 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions):
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
72.90% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
Page 11 of 18
Item 1.
| (a) | Name of Issuer: |
Wipro Limited
| (b) | Address of Issuer’s Principal Executive Offices: |
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011
| Item 2. |
| (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons:”
Azim H. Premji
Hasham Traders
Prazim Traders
Zash Traders
Hasham Investment and Trading Co. Pvt. Ltd.
Azim Premji Philanthropic Initiatives Pvt. Ltd.
Azim Premji Trust
Yasmeen A. Premji
Rishad Azim Premji
Tariq Azim Premji
| (b) | Address of Principal Business Office or, if none, Residence: |
Doddakannelli
Sarjapur Road
Bangalore, Karnataka 560035, India
+91-80-2844-0011
| (c) | Citizenship of Natural Persons and Corporations: |
Republic of India
| (d) | Title of Class of Securities: |
Equity Shares, par value Rs. 2 per share
| (e) | CUSIP Number: |
97651M109
Page 12 of 18
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
See Row 9 of each cover page for the amount beneficially owned by each Reporting Person.
| (b) | Percent of class: |
See Row 11 of each cover page for the percentage of class beneficially owned by each Reporting Person based on 5,224,235,632 equity shares outstanding as of December 31, 2023, as provided by the Issuer.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of each cover page for each Reporting Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of each cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of each cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of each cover page for each Reporting Person.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Page 13 of 18
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
By filing this Schedule 13G as a joint filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the Reporting Persons are not affirming the existence of a group. In addition, this Schedule 13G should not be construed to be an admission by any of the Reporting Persons that any of the Reporting Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this Schedule 13G as to which such Reporting Person may be deemed to have shared voting power or shared dispositive power as described in the cover pages of this Schedule 13G and in Exhibit B of the Schedule 13G Amendment #6 filed with the Securities and Exchange Commission on February 2, 2022.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
Page 14 of 18
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
| AZIM H. PREMJI | ||
| By: | /s/ Azim H. Premji | |
| Azim H. Premji | ||
| HASHAM TRADERS | ||
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Partner | |
| PRAZIM TRADERS | ||
| By | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Partner | |
| ZASH TRADERS | ||
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Partner | |
| HASHAM INVESTMENT AND TRADING CO. TRADING CO. PVT. LTD | ||
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Director | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
| AZIM PREMJI PHILANTHROPIC INITIATIVES PVT. LTD. | ||
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Director | |
| AZIM PREMJI TRUST | ||
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| Title: | Director of Azim Premji Trustee Co. Pvt. Ltd., Trustee | |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
| YASMEEN A. PREMJI | ||
| By: | /s/ Yasmeen A. Premji | |
| Name: | Yasmeen A. Premji | |
| RISHAD AZIM PREMJI AND AZIM H. PREMJI | ||
| By: | /s/ Rishad Azim Premji | |
| Name: | Rishad Azim Premji | |
| TARIQ AZIM PREMJI AND AZIM HASHAM PREMJI | ||
| By: | /s/ Tariq Azim Premji | |
| Name: | Tariq Azim Premji | |
| By: | /s/ Azim H. Premji | |
| Name: | Azim H. Premji | |
| TARIQ AZIM PREMJI | ||
| By: | /s/ Tariq Azim Premji | |
| Name: | Tariq Azim Premji | |
