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Wipro Enterprises LimitedRegd. Office: C Block, CCLG Division, Doddakannelli, Sarjapur Road,

Bangalore 560 035, India.Tel.: 91-80-28440011 Fax: 91-80-28440054

CIN No. U15141KA2010PLC054808,E-mail: communications.wel@wipro.com

Website: www.wiproel.com

NOTICE OF EXTRAORDINARYGENERAL MEETING

NOTICE is hereby given that the Extraordinary General Meeting of Wipro Enterprises Limited shall be held at'B' Block (Learning Centre), SJP1,Wipro Limited Campus, Doddakannelli, Sarjapur Road,Bangalore-560 035 on Monday, May 18, 2015 at 4 PM to transact the following business:

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification(s), if any, the following resolution asspecial resolution:

"RESOLVED THAT pursuant to the provisions of Section 13 and 14 and other applicable provisions, ifany, of the Companies Act, 2013 read with applicable rules, and subject to the approval of the Tribunal/Registrar of Companies (powers delegated to the Registrar of Companies Karnataka at Bangalore, bythe Central Government vide General Circular No: 18/2014 dated 11.6.2014) approval of members ofthe company be and hereby extended to convert the Company from "Public Limited" to "Private Limited"and accordingly to change the name of the company from Wipro Enterprises Limited to Wipro EnterprisesPrivate Limited by inserting the word 'Private' between the words 'Enterprises Limited', wherever it soappears in the Memorandum and Articles of Association and all other documents of the company forthwith.

RESOLVED THAT, the new Memorandum and Articles of Articles of Association (Annexure A to thenotice), be and hereby approved and adopted in the place of the existing Articles of Association whichbecomes redundant.

FURTHER RESOLVED THAT Mr. Azim H Premji, Chairman and Director, Mr. Suresh C Senapaty,Director , Mr. Vineet Agrawal, CEO - Wipro Consumer Care and Lighting Business and ExecutiveDirector or Mr. Pratik Kumar, CEO - Wipro Infrastructure Engineering Business and Executive Director,Mr. Raghavendran Swaminathan, Chief Financial Officer and Mr. Chethan, Company Secretary be andare hereby also authorized to make necessary application to the Registrar of Companies Karnataka atBangalore in e-Form INC.27 and to do all such acts, deeds and things as may be required to give effectto the above resolution."

By Order of the Board of DirectorsFor Wipro Enterprises Limited

Place: Bengaluru ChethanDate: April 17, 2015 Company Secretary

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Notes:

1. A member entitled to attend and vote at the meeting, is entitled to appoint a proxy to attend and voteinstead of himself and the proxy need not be a member. Proxy in order to be effective must be receivedby the company not less than 48hours before the meeting.

2. The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, in respect of theSpecial Business set out in the notice is annexed hereto.

3. Copy of this notice and the proposed MOA and AOA has been uploaded on the Company's websitewww.wiproel.com

4. Members are requested to bring your folio number/demat account number/DP ID-Client ID to enable usto give a duly filled attendance slip for signature and participation at the meeting.

5. Pursuant to provisions of Section 105 of the Companies Act, 2013, read with the applicable rulesthereon, a person can act as a proxy on behalf of members not exceeding fifty and holding in theaggregate not more than ten percent of the total share capital of the Company carrying voting rights,may appoint a single person as proxy, who shall not act as a proxy for any other member.

6. Only bonafide members of the Company whose names appear on the Register of Members/Proxyholders, in possession of valid attendance slips duly filled and signed will be permitted to attend themeeting. The Company reserves its right to take all steps as may be deemed necessary to restrict non-members from attending the meeting.

7. Members are requested to bring your folio number/demat account number/DP ID-Client ID to enable usto give a duly filled attendance slip for signature and participation at the meeting.

8. In case of joint holders attending the meeting, only such joint holder who is higher in the order of nameswill be entitled to vote.

9. Members who hold shares in the dematerialized form and want to change/correct the bank accountdetails should send the same immediately to their concerned Depository Participant and not to theCompany. Members are also requested to give the MICR Code of their bank to their DepositoryParticipants. The Company will not entertain any direct request from such members for change ofaddress, transposition of names, deletion of name of deceased joint holder and change in the bankaccount details. While making payment of Dividend, Registrar is obliged to use only the data providedby the Depositories, in case of such demat shares.

10. Members who are holding physical shares in identical order of names in more than one folio are requestedto send to the Company or Company's Share Transfer Agent the details of such folios together with theshare certificates for consolidating their holding in one folio. The share certificates will be returned tothe members after making requisite changes, thereon. Members are requested to use the new sharetransfer form SH-4.

11. The Statutory Register under the Companies Act, 2013 (Register under Section 189 and Section 179 ofthe Companies Act, 2013) is available for inspection at the Registered Office of the Company duringbusiness hours between 11.00 am to 1.00 pm on working days and will be made available at the venueof the meeting.

12. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Companies(Management and Administration) Rules, 2014, companies are permitted to serve Annual Reports andother communications through electronic mode to those Members who have registered their e-mailaddress either with the Company or with the Depository. Members who have not registered their e-mailaddress with the Company are requested to submit their request with their valid e-mail address to M/sKarvy Computershare Private Limited. Members holding shares in demat form are requested to register/update their e-mail address with their Depository Participant(s) directly. Members of the Company, whohave registered their email-address, are entitled to receive such communication in physical form uponrequest.

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ANNEXURE TO THE NOTICE

Explanatory statement under section 102 of the Companies Act, 2013

Item No 1:

As the members are aware that the Company was incorporated on 17th August 2010 as a private limitedCompany with the Registrar of Companies Karnataka at Bengaluru under the name and style of "AzimPremji Custodial Services Private Limited". Subsequently the company was converted into a public limitedcompany consequent to which the name was changed to "Azim Premji Custodial Services Limited".Thereafter the name was changed to "Wipro Enterprises Limited" with effect from 19.4.2013.

The Company is presently engaged, both directly and through its subsidiaries, in the businesses of consumercare products (both in India and overseas), furniture, switches and lighting, infrastructure engineering (bothin India and overseas) consisting of hydraulic cylinders, tippers, water treatment solutions, solar EPC business,and medical diagnostic equipment products and services (Joint venture with GE Healthcare).

The entire business was Demerged into the Company from Wipro Limited through sanction of a Scheme ofArrangement vide order of Hon'ble High Court of Karnataka dated 01.03.2013 in Company Petition Nos. 8,9 and 10 of 2013. Consequent to the demerger, shares were issued by the Company to the shareholders ofWipro Limited, upon demerger under the said Scheme. Accordingly, the Company becomes a public Companywith large number public shareholders.

During the Annual General Meeting of the Company held on 19th August 2014, some shareholders representedthat an exit option be provided since the company's shares are unlisted and that they should be given anopportunity to offer their shares. The said proposal was duly considered by the Board of Directors of theCompany and also considered the other facts that the non-promoter shareholding in the Company is only3.29% in value and the same are held by more than 8,000 shareholders, which results in very high administrativecost for the company and since the company is an unlisted company and there is no proposal for listing thecompany's shares in the Stock Exchanges there is no market to buy and sell shares of the company whichresulted in locking up of the public minority shareholders.

Accordingly a reduction of capital was propounded which was sanctioned by the Hon'ble High Court ofKarnataka vide its Order dated 12.03.2015 in COP No: 17/2015. The Order of reduction of capital was dulyregistered with the Registrar of Companies Karnataka on 06.04.2015.

Pursuant the process followed, we now have total 189 shareholders of which only minority shareholders are159 shareholders holding less than 1.6 percent of total shareholding. Therefore the interest of the companyis very clearly aligned very closely with the Promoter family. Keeping in mind the speed and efficiency ofoperations of the Company as we go forward it is proposed that the Company be converted to a PrivateLimited Company.

I. Amendment to Memorandum of Association- Memorandum of Association has been modified toinclude and amend some of the objects to align with the provisions of Companies Act, 2013.

A. MAIN OBJECTS:

1. Object number 3 of clause III(A) has been amended for additional of areas of manufacturing/dealing inprecision engineering, Commercial and Civil Air Craft Parts, testing of actuators, landing gears andother ancillary products used in the aerospace and defence sector.

2. Object No.4 of clause III(A) consisting of electronic goods/equipment's has been split into two objects

a. Object No. 4 of clause III(A) Products and Services for domestic use

b. Object No. 5 of clause III(A): Products and Services for Industrial use

3. The existing object number 5 has renumbered as 6 of clause III(A)

4. Object number 7 of clause III(A) has been added to carry on business as mechanical engineers, additivemanufacturers, tool makers, brass and metal founders, milk-makers, mill-wrighters, machinists,metallurgists etc.of Wipro Infrastructure Engineering division.

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B. MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED INCLAUSE III(A) ARE:

1. Objects clause numbers 33 to 36 of clause III(B) have been added to widen the objects incidentalto attain the main objects specified in clause III(A)

2. The existing Objectsclause numbers 33 to 36 have been renumbered as clauses 37 to 40.

3. Objects Clause numbers 41 to 47 have been replaced from other Objects specified in existingclause III(C).

C. THERE IS NO CHANGE IN LIABILITY CLAUSE, CAPITAL CLAUSE AND MEMORANDUM CLAUSE.

II. Amendment to Articles of Association.

Existing Articles of Association of the Company require amendment consequent to enactment of newCompanies Act, 2013. As a result of conversion of Public Company into Private Company, the Articlesof Association of the Company have been replaced with new set of Articles in order to provide thefollowing key changes arising from the conversion and to align it with the new Companies Act, 2013

1. Number of Members being limited to 200

2. To include restriction on transfer of shares

3. To prohibit any invitation to public to subscribe the securities of the Company

4. Articles of Association has been redrafted to align it with the provisions applicable to a PrivateCompany

The whole set of Memorandum of Association and Articles of Association are sent together with the explanatorystatement in page 1 to 24 enclosed herewith as ANNEXURE-A.

The directors of your company recommended the adoption of the said special resolution as set out in item no1 of the notice in the best interest of the company.

None of the directors of your company are concerned or interested in the proposed resolution except as ashareholder of the company.

By Order of the Board of DirectorsFor Wipro Enterprises Limited

Place: Bengaluru ChethanDate: April 17, 2015 Company Secretary

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THE COMPANIES ACT, 2013 COMPANY LIMITED BY SHARESANNEXURE A TO NOTICE DATED APRIL 17, 2015

AMENDED MEMORANDUM OF ASSOCIATIONOf

WIPRO ENTERPRISES PRIVATE LIMITEDI. The name of the Company is WIPRO ENTERPRISES PRIVATE LIMITED.

II. The Registered Office of the Company will be situated in the State of Karnataka.

III. The objects for which the Company is established are:

A) THE MAIN OBJETCS:

1. To carry on the business of extracting, manufacturing , processing, buying , selling, importing,exporting and dealing in fatty acids, edible and non edible oil of every description (including itsbyproducts) used for domestic, industrial or any other purpose using any oil bearing substancesthat may be in existence or that may come into existence in future.

2. To carry on the business of manufacturing, processing, buying, selling, importing, exporting anddealing in soaps, shampoos, creams, lotions, powers, tooth pastes, detergents, candle makers,honey, energy supplements, sugar substitutes and other consumer care and wellness products ofevery description for domestic household purpose or for any other purpose, salts, acids, mineral,vegetable, organic and inorganic alkalies and chemicals, surgical material and appliances, patentand proprietary medicines, pigments, varnishes, lacquers, dyes, chemicals, pharmaceuticals,chemical, medicinal and other preparations or compounds, perfumery and derivatives and makersand dealers of proprietary articles of all kinds and of electrical, chemical, photographical, surgicaland optical, scientific instruments and apparatus and other similar articles of every descriptionand to buy, sell, manufacture, refine, manipulate, import, export and deal in all substances andthings capable of being used in or by such business as aforesaid and required by any customersor of persons having dealings with the company either by wholesale or retail.

3. To carry on business of manufacturers, sellers, buyers, exporters, importers, and dealers ofprecision engineering/fluid power products of all types and kinds whether pneumatic or hydraulicand which are worked, propelled, and energised by fluids or gases and in particular the followingpneumatic and hydraulic cylinders, air compressors, valves, hydraulic pumps, tools, regulators,filters, rotary tables, drill feeds, hydro motors, hydraulic and pneumatic equipment's, tipping systems,Commercial and Civil Air Craft Parts, actuators, landing gears and all accessories and componentsrequired in connection therewith.

4. To carry on business as manufacturers, sellers, buyers, marketers, importers, exporters, dealers,designers, developers, resellers, consultants, promoters, repairers, distributors, suppliers, installers,assemblers, principals, agents and advisors for and in respect of cosmetics and toiletries, personaland skin care products, food and other edible products, diapers, household goods and appliances,appliances used in kitchen, furniture products made of wood or any other material including butnot limiting to chairs, workstations, furniture to be used for storage, desks, modular furniture,uPVC/wooden/aluminum doors and windows, all kind of building materials, switches, MCBs, wires

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and cables, lighting fittings and fixtures, luminaries, gls, ftl, cfl, led products, safes and locks,electronic security systems including alarms and cameras, video door phones, electrical andelectronic goods, utensils, sanitary wares, light management systems, raw materials, inputs, parts,components, packaging and accessories thereof

5. To design, develop, fabricate, manufacture, assemble, operate, maintain, export from and import,buy, sell or otherwise deal in and to act as consultant, service provider, designer, supplier,manufacturer, importer or exporter of all types of electrical/electronic equipment/goods, renewalenergy systems and agricultural processing systems such as but not limited to Biofuel, windenergy, solar energy, geo-thermal energy systems, for all types of applications and users in Indiaor outside India.

6. To design, develop, fabricate, manufacture, operate, install, maintain, and assemble export fromand import, sell or otherwise deal in all kinds of end to end solutions including equipments, forwater treatment including but not limited to ultra pure water, waste water treatment, water reuseand desalination and related activities.

7. To carry on business as mechanical engineers, additive manufacturers, tool makers, brass andmetal founders, milk-makers, mill-wrighters, machinists, metallurgists: to carry on business ofmachine operations like turning, boring, reaming, tapping, drilling, milling, shaping, cutting, grinding,honing, lapping, super finishing, buffing and to carry on and undertake processes like electro-forming, electro-etching, hardening, phosphating, nitriding, blackening, tempering, die-casting,shell-moulding, thermo-forming and all foundry operations and to buy, sell , manufacture, repair,convert, alter, let on hire and deal in machines, machine tools and hardware of all kinds.

B) MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIEDIN CLAUSE 3(A) ARE:

1. To buy, sell, exchange, install, work, alter, improve, import or export and otherwise deal in allkinds of plant, machinery, wagons, rolling stock, apparatus, tools, utensils, substances, materialand things necessary or convenient for carrying on any of the business which the Company isauthorised to carry on or are usually dealt in by persons engaged in such business.

2. To construct, rebuild, repair, purchase, sell, import, export, rent machines and machinery of anykind, which may appear to be necessary or convenient for or incidental to any business of theCompany.

3. To apply for, purchase, or otherwise acquire, any patents, brevets D invention, licenses,concessions, and the like conferring any exclusive or non-exclusive or limited rights to their use,or any secret or other information as to any invention which may seem capable of being used forany of the purposes of the Company or the acquisition of which may seem calculated directly orindirectly to benefit the Company, and to use, exercise, develop, or grant licences in respect of orotherwise turn to account the property, rights or information so acquired.

4. To apply for, purchase or otherwise acquire and protect, prolong and renew in any part of theworld any patents, patent rights, brevets D invention, trade marks, designs, licenses, protection,concessions, and the like conferring any exclusive or non-exclusive or limited right to their use oran secret or other information as to any invention, process or privilege which may seem capableof being used for any of the purposes of the Company or the acquisition of which may seemcalculated directly or indirectly to benefit the Company and to use, exercise, develop or grant

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licenses, or privileges in respect of or otherwise turn to account the property rights and informationso acquired and to carry on any business in any way connected therewith.

5. To purchase, take on lease, or otherwise acquire, either absolutely or for any limited interest anyimmovable or movable property or any rights or things in action for use in or in connection withany business of the Company, and in particular, but without limiting the generality of the wordsaforesaid, any lands, tenements or hereditaments in any part of the world, or any rights or privilegesin connection therewith, and any patents or patent rights or other similar privileges and any licensesor authorities, whether in respect of any inventions or in respect of or over any property, and anytrade marks, trade names or copyrights, and the goodwill or connection of any business orundertaking, and the benefits of any covenants or agreements, positive or restrictive, and theright to call for and enjoy the benefit of the services of any person or persons, and every otherkind of benefit or advantage, whether personal or attaching to any real or personnel property, andwith a view thereto make or acquire the benefit of any conditional or optional contracts or anyconcessions, licenses, agreements, or covenants, and to construct maintain and alter any buildingor works, necessary or convenient for the purposes of the Company.

6. To purchase, take on lease or in exchange or under amalgamation, license or concession orotherwise absolutely or conditionally, solely or jointly with others and make, construct, maintain,work, hire, hold, improve, alter, manage, let, sell, dispose, off, exchange, roads, canals,watercourses, waterways, and rights, ways, ferries, piers, wharves, airports, airdromes, lands,buildings and warehouses, electricity and other works, factories, mills, workshops, railways, sidings,tramways, drainage and sewage works, engines, machinery, equipment and buildings, plantsand works of every description and kind which may seem calculated directly or indirectly to advancethe interests of the Company or conducive to the attainment of the objects of the Company.

7. To enter into any arrangement for sharing profits, union of interest, co-operation, joint adventure,reciprocal concession, agency or otherwise with any person or with any Company carrying on orengaged in or about to carry on or engage in any business or transaction which the company isauthorised to carry on or engage in or any business or transaction capable of being conducted soas directly or indirectly to benefit the Company and to lend money to guarantee the contracts of orotherwise assist any such person or Company, and to take or otherwise acquire shares andsecurities of any such Company, and to sell, hold, reissue, with or without guarantee or otherwisedeal with the same.

8. To enter into any arrangement with any Government, Central, State, local or foreign or authority,supreme, municipal, local or otherwise, or body corporate, form or person, that may seem conduciveto the Company's object or any of them, and to obtain from any such Government authority, bodycorporate, firm or person, any concessions, grants, decrees, rights, subsidies, loans, indemnities,sanctions, protection, charters, contracts, licenses, powers and privileges whatsoever, which theCompany may think it desirable to obtain and to carry out, exercise and comply with the same.

9. To advertise and adopt means or making known the business activities of the Company or anyarticle to goods traded, manufactured or dealt in by the Company in any way as may be expedientincluding the posting of bills in relation thereto and the issue of circulars, books, pamphlets andprice lists and conducting of competitions and awarding of prizes rewards and donations.

10. To establish and maintain any agencies, branches in India or any part of world for the conduct ofthe business of Company or for the sale of an products, materials or things for the time being at

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the disposal of the Company for sale.

11. To employ administrative, technical, commercial, financial and such other staff as may be foundnecessary for the efficient handling and carrying on the business of the Company.

12. To be interested in, promote and undertake the formation and establishment of such institutions,business pools, combines, syndicates (industrial, trading or manufacturing) as may be consideredto be conducive to the profit and interest of the Company.

13. To produce the registration or other recognition of the Company in any country state or place inIndia or abroad.

14. To sublet all or any contracts from time to time and upon such terms and conditions as may bethought expedient.

15. To apply for, tender, purchase or otherwise, acquire any contracts, sub-contracts, licenses andconcessions for or in relation to the objects or business herein mentioned or any or them and toundertake, execute, carry out, dispose of or otherwise turn to account the same.

16. To acquire and undertake the whole or any part of the business, property and liabilities of anyperson or Company, carrying on any business which the Company is authorised to carry on, orpossessed of property suitable for the purposes of this Company.

17. In furtherance of the aforesaid and other objects of the Company among other things,

(i) to enter into negotiation, collaboration, technical, financial or otherwise with any person,firm, Company, body corporate, institution or government for obtaining by grant, license oron other terms formulae and other rights and benefits, and to obtain technical information,know-how and expert advice for conveniently carrying on any of the business which theCompany is authorised to carry on or are usually dealt in by persons engaged in suchbusiness.

(ii) to pay to any person, firm or body corporate such remuneration and fees and otherwiserecompense them for their time and for the service rendered by them and their directors aspromoters of the Company.

18. Subject to the provisions of Section 73 and 74 of the companies Act, 2013, to raise or borrow orsecure the payment of any money, debt or obligation in such manner and on such terms and withsuch rights powers and privileges as may be deemed expedient and in particular by issue of anydebenture-stock, debentures, shares, bonds, notes, bills of exchange or other obligations orsecurities of the Company or by mortgage of and charge over all or any of the uncalled capital ofthe Company and to purchase, redeem and pay off any such securities and to guarantee thepayment of money, unsecured or secured by or payable under or in respect thereof.

19. Subject to the provisions of the Banking Regulation Act, 1949 and the provisions of the companiesAct, 2013 and the rules made thereunder or any directions/regulation in respect thereof by ReserveBank of India to receive fixed or other deposits not withdrawal by cheques, drafts or orders and topay such rate of interest thereon as may be deemed appropriate by the Company.

20. Upon any issue of shares, debentures or other securities of the Company, to employ any person,firm or Company as brokers, commission agents, financial consultants, underwriters and managersto the issue and to provide for the remuneration of such persons for their services by payment in

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cash whether by way of commission or otherwise or by the issue of shares, debentures or othersecurities of the Company or by the granting of options to take the same or in any manner allowedby law.

21. To open and operate Bank account(s) for Company's business and to borrow, draw, make, accept,endorse, discount, negotiate, execute and issue bills of exchange, promissory notes, bills oflading, debentures and other negotiable or transferable instruments or securities.

22. To undertake financial and commercial obligations, transactions and operations of all kinds inconnection with the business of the Company.

23. To guarantee the payment of money including principal, interest and dividend unsecured or securedor required or payable under or in respect of promissory notes, bonds, debentures, debenturestocks, shares, securities, contracts, mortgages, charges, obligations, instruments and securitiesof any persons whomsoever, whether incorporated or not and to guarantee or become suretiesfor the performance of any contracts or obligations and to give indemnities of all kinds as may benecessary for the purpose of the Company or as may be considered to directly or indirectly furtherthe objects of the Company. However the Company shall not do the banking business as definedin the Banking Regulation Act, 1949.

24. To pay, out of the Company's funds, the cost and expenses incurred in connection with all matterspreliminary and incidental to the formation and incorporation of this Company including all thepre-incorporation expenses and the costs and expenses incurred in connection with all matterspreliminary and incidental to the formation of any Company promoted by this Company.

25. To invest any moneys of the Company not immediately required for the purposes of its businessin such manner as may be thought fit, and to lend money to such parties and on such terms withor without security, as may be thought to be for the interest of the Company, and in particular tocustomers of and persons having dealings with the Company or to companies, firms or personscarrying on any business which may be useful or beneficial to this Company.

26. To amalgamate with any Company, or to sell, exchange, lease, under lease, surrender, abandon,amalgamate, sub-divide, mortgage or otherwise deal with, either absolutely, conditionally, or forany limited interests, all or any part of the undertaking, property rights or privileges of the Company,as a going concern or otherwise, or to with any public body, corporation, Company, society, orassociation, or to any person or persons, for such consideration as the Company may think fit,and in particular for any stock, shares, debentures, debenture stock, securities or property of anyother Company.

27. To distribute any of the assets or property of the Company among the members in specie orotherwise, but so that no distribution amounting to a reduction of capital be made without thesanction of the court where whatsoever.

28. To insure any of the properties, undertakings, contracts, guarantees or obligations of the Companyof every nature and kind in any manner whatsoever.

29. Subject to the provisions of the companies Act, 2013 to subscribe or guarantee money for anynational, charitable, benevolent, public, general or useful object to any institution, society or anyother body political or a political.

30. To refer all questions, disputes or differences arising between the Company and any other person

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whosoever (other than a Director of the Company) in connection with or in respect of any matterrelating to the business or affairs of the Company to arbitration in such manner and upon suchterms as the Company and such other person may mutually agree upon in each case, and suchreference to arbitration may be in accordance with the provisions of the Indian Arbitration Act, orthe Rules of the International Chamber of Commerce relating to arbitration or otherwise.

31. To Provide for the welfare of employees or ex-employees of the Company and the wives, widowsand families or the dependents b building or contributing to the building of houses, dwelling orchawls or by grants of money, pensions, allowances, bonus, payments towards insurance orother payment, or by creating and from time to time subscribing or contributing to, aiding orsupporting provident fund and other associations, institutions, funds or trusts or conveniencesand by providing or subscribing or contributing towards places of instruction and recreation,hospitals and dispensaries.

32. To promote any other Company for the purpose of acquiring all or any of the property and liabilitiesof this Company or for any other purpose which may seem directly calculated to benefit thisCompany.

33. To carry on research and development activities on all aspects related to the products businessand objects of the company.

34. To construct, acquip and maintain mills, factories, warehouses, godowns, jetties and wharvesany other conveniences or erection suitable for any of the purpose of the company.

35. To exchange, sell, convey, assign or let on lease or leases or otherwise deal with the whole or anypart of the company's immovable property, and to accept as consideration for, or in lieu thereof,other land or cash or Government securities, or securities guaranteed by Government or partlythe one and partly the other property or securities as may be determined by the company, and totake back or reacquire any property so disposed of by re-purchasing or leasing the same for suchprice or prices or consideration and on such terms and conditions as may be agreed on.

36. To extend the business of the company by adding to, altering or enlarging from time to time all orany of the buildings., premises, plant and machinery for the time being the property of the company:also by erecting new or additional buildings, on all or any of the lands and premises for the timebeing the property of the company and also by expending from time to time such sums of moneyas may be in the opinion of the directors necessary or expedient for the purposes of improving,adding to, altering, repairing, and maintaining the buildings, plant, machinery and property of thecompany.

37. To do all such other things as may be considered to be incidental or conducive to the aboveobjects or any of them.

38. To enter into partnership with any other person carrying on or proposing to carry on any businesswhich the Company is authorised to carry on, or possessed of property suitable for the purpose ofthis Company.

39. To Act as authorised dealers and money changers for foreign exchange subject to the provisionsof Foreign Exchange Management Act, 1999.

40. To carry on all the above objects with or without remuneration.

41. To carry on the business of buying, licensing, dealing, selling, exporting, importing, Research and

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Development in the field of farming, horticulture, floriculture, sericulture, dairies, cultivators of allkinds of food-grains, seeds, fruits, using conventional techniques and emerging techniques likeBio Technology and such other methods as may emerge from time to time.

42. To Carry on the business in India or elsewhere of collecting, storing, devising systems for retrieving,collating, analyzing and distributing, publishing, and disseminating and marketing data, informationand other inputs relating to financial and related services including undertaking the work of creditinvestigation, market information and credit rating..

43. To establish or acquire and run holiday resorts, recreation centres, natural health care centres,country clubs, amusement parks, restaurant rooms, cafes, eating houses, boarding and lodging,departmental stores, shopping centers, swimming pools, training programmes for better bodycare and make up and provide service and facilities of all kinds related to the hospitality industry.

44. To carry on the activities of a custodian company or to instruct or enter into any kind of arrangementwith a custodian or to receive deeds, documents or writings, personal property or deposit, shareand debenture certificates and other kind of paper securities and valuables of all kinds on depositor for safe custody, and generally to carry on the business of a Custodial Services and a safedeposit company.

45. To offer services such as investment execution, recordkeeping, accounting, reporting and to invest,hold and manage various types of investable assets in India and Outside India and to offer modernprofessional management techniques and consultancy for the purpose of achieving investmentobjectives of various organizations and persons.

46. To undertake the office of and act as trustee, judicial trustee, fiscal agent, representant fiduciary,intermediary, administrator, manager, registrar, paying agent, adviser, agent or attorney of, or for,any person or persons, company, corporation, Partnerships, Limited Liability Partnerships,association, institution, and all other natural and artificial persons and entities that may be inexistence or that may come into existence in future and generally to undertake, perform anddischarge any trusts, or trust agency business, or any office of confidence with or withoutremuneration.

47. To act as executors, administrators and trustees, and to promote, setup and execute trusts of allkinds including declaring the company itself as a trustee and also to be a beneficiary of a trustwhether private or public including religious or charitable trusts.

IV. The liability of the members is limited.

V. The Authorized Share Capital of the Company is Rs. 500,000,000/-(Rupees FiveHundred Croresonly)divided into 495,000,000 (Forty Nine Crores fifty lakhs) Equity shares of Rs. 10/- (RupeesTen only) each and 10,00,000 (Ten lakhs) 7% Redeemable Preference shares of Rs. 50/- (RupeesFifty only) each with power to increase or reduce the capital and to divide and subdivide theshares into several classes and to attach there to respectively such preferential qualified or specialrights, privileges or conditions, as may be determined by or in accordance with the Articles ofAssociation of the Company for time being and to vary, modify or abrogate any such rights,privileges or conditions in such manner as may be permitted by the Companies Act, 2013 or asprovided by the Articles of Association of the Company for the time being.

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Sl.No.

Names, addresses, descriptionand occupation of subscribers

Number of EquityShares taken byeach subscriber

Signature, name, address,description and occupation

of the witness

1. Sd/-Azim Hasham PremjiS/o M H Premji75, 133, 135/1, 136/1, No. 574,Doddakannelli VillageSarjapur Road,Bangalore-560035Karnataka.Occupation: Business

2. Sd/-Yasmeen Azim PremjiD/o Mohamed Husain ChinoyW/o Azim H PremjiNo. 574, DoddakannelliSarjapur Road,Bangalore-560035Karnataka.Occupation: Business

Total

9999(Nine Thousand

Nine Hundred AndNinety Nine)

1(One)

Witness to Sl. No. 1 and 2.

Sd/-

H AnilS/o A Hanock

No.9/D 13th CrossJayamahal ExtensionBangalore 560 046.

Chartered Accountant inWhole time Practice.

M.No. 202788

10000(Ten Thousand)

Dated this 16th day of June 2010, at Bangalore.

We the several persons, whose names and addresses are subscribed hereunder, are desirous ofbeing formed into a Company in pursuance of this Memorandum of Association and we respectively,agree to take the number of shares in the capital of the Company as set opposite to our respectivenames:

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THE COMPANIES ACT, 2013COMPANY LIMITED BY SHARES

ANNEXURE A TO NOTICE DATED APRIL 17, 2015

AMENDED ARTICLES OF ASSOCIATIONOf

WIPRO ENTERPRISES PRIVATE LIMITED***** PART - I

INTERPRETATION

1. In these regulations -

a) "the Act" means the Companies Act, 2013.

b) "the Seal" means the common seal of the company.

2. Unless the context otherwise requires, words or expressions contained in these Regulations shallbear the same meaning as in the Act or any statutory modification thereof in force at the date atwhich these regulations become binding on the company.

3. The Regulations contained in Table "F" in the Schedule I to the Companies Act, 2013 shall applyto this Company so far as they are applicable to a private company save in so far as they areexpressly or implicitly excluded by the following Articles.

PART - II

4. PRIVATE COMPANY

a) The Company is a Private company within the meaning of sub-section (68) of Section 2 ofthe of the Companies Act, 2013 and accordingly, the minimum paid up capital of the companyshall be Rs.1,00,000 (Rupees One Lakh Only) or such higher amount as maybe prescribed;and;

b) The Authorized Share Capital of the Company is Rs. 5,000,000,000 (Rupees Five HundredCrores Only)divided into 495,000,000 (Forty Nine Crores fifty lakhs) Equity shares of Rs.10/- (Rupees Ten only) each and 1,000,000 (Ten lakhs) 7% Redeemable Preference sharesof Rs. 50/- (Rupees Fifty only) each with power to increase or reduce the same by anordinary resolution in accordance with the provisions of the Act.

c) a) The right to transfer shares in the company shall be restricted in the manner and to theextent it herein after provided;

d) The number of members of the company shall be limited to 200 not including:-

(i) Persons who are in the employment of the Company, and

(ii) Persons who, having been formerly in the employment of the company were membersof the company while in that employment and have continued to be members afterthe employment ceased.

Provided that where two or more persons holding to one or more shares in the companyjointly, they shall for the purpose of these Articles be treated as a single member.

e) prohibits any invitation to the public to subscribe for any securities of the company;

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SHARE CAPITAL AND VARIATION OF RIGHTS

5. Subject to the provisions of the Act and these Articles, the shares in the capital of the companyshall be under the control of the Directors who may issue, allot or otherwise dispose of the sameor any of them to such persons, in such proportion and on such terms and conditions and eitherat a premium or at par and at such time as they may from time to time think fit.

6. Every person whose name is entered as a member in the register of members shall be entitled toreceive within two months after incorporation, in case of subscribers to the memorandum or afterallotment or within one month after the application for the registration of transfer or transmissionor within such other period as the conditions of issue shall be provided,

a) One certificate for all his shares without payment of any charges; or

b) Several certificates, each for one or more of his shares, upon a request from themember inwriting.

7. Every certificate shall be under the seal and shall specify the shares to which it relates and theamount paid-up thereon.

8. In respect of any share or shares held jointly by several persons, the company shall not be boundto issue more than one certificate, and delivery of a certificate for a share to one of several jointholders shall be sufficient delivery to all such holders.

9. If any share certificate be worn out, defaced, mutilated or torn or if there be no further space onthe back for endorsement of transfer, then upon production and surrender thereof to the company,a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then uponproof thereof to the satisfaction of the company and on execution of such indemnity as the companydeem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Articleshall be issued on payment of twenty rupees for each certificate.

10. The provisions of Articles 3 to 6 above shall mutatis mutandis apply to debentures of the company.

11. Except as required by law, no person shall be recognised by the company as holding any shareupon any trust, and the company shall not be bound by, or be compelled in any way to recognise(even when having notice thereof) any equitable, contingent, future or partial interest in any share,or any interest in any fractional part of a share, or (except only as by these regulations or by lawotherwise provided) any other rights in respect of any share except an absolute right to the entiretythereof in the registered holder.

12. The company may exercise the powers of paying commissions conferred by sub-section (6) ofSection 40, provided that the rate per cent or the amount of the commission paid or agreed to bepaid shall be disclosed in the manner required by that Section and rules made there under.

13. The rate or amount of the commission shall not exceed the rate or amount prescribed in rulesmade under sub-Section (6) of Section 40.

14. The commission may be satisfied by the payment of cash or the allotment of fully or partly paidshares or partly in the one way and partly in the other.

15. If at any time the share capital is divided into different classes of shares, the rights attached to anyclass (unless otherwise provided by the terms of issue of the shares of that class) may, subject tothe provisions of Section 48, and whether or not the company is being wound up, be varied withthe consent in writing of the holders of three-fourths of the issued shares of that class, or with thesanction of a special resolution passed at a separate meeting of the holders of the shares of thatclass.

16. To every such separate meeting, the provisions of these regulations relating to general meetingsshall mutatis mutandis apply, but so that the necessary quorum shall be at least two personsholding at least one-third of the issued shares of the class in question.

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17. The rights conferred upon the holders of the shares of any class issued with preferred or otherrights shall not, unless otherwise expressly provided by the terms of issue of the shares of thatclass, be deemed to be varied by the creation or issue of further shares ranking pari-passu therewith.

18. Subject to the provisions of Section 55, any preference shares may, with the sanction of anordinary resolution, be issued on the terms that they are to be redeemed on such terms and insuch manner as the company before the issue of the shares may, by special resolution, determine.

LIEN

19. The company shall have a first and paramount lien

a) a on every share (not being a fully paid share), for all monies (whether presently payable ornot) called, or payable at a fixed time, in respect of that share; and

b) on all shares (not being fully paid shares) standing registered in the name of a single person,for all monies presently payable by him or his estate to the company:

Provided that the Board of directors may at any time declare any share to be wholly or in partexempt from the provisions of this clause.

20. The company's lien, if any, on a share shall extend to all dividends payable and bonuses declaredfrom time to time in respect of such shares.

21. The company may sell, in such manner as the Board thinks fit, any shares on which the companyhas a lien:

Provided that no sale shall be made

a) unless a sum in respect of which the lien exists is presently payable; or

b) until the expiration of fourteen days after a notice in writing stating and demanding paymentof such part of the amount in respect of which the lien exists as is presently payable, hasbeen given to the registered holder for the time being of the share or the person entitledthereto by reason of his death or insolvency.

22. To give effect to any such sale, the Board may authorise some person to transfer the shares soldto the purchaser thereof.

23. The purchaser shall be registered as the holder of the shares comprised in any such transfer.

24. The purchaser shall not be bound to see to the application of the purchase money, nor shall histitle to the shares be affected by any irregularity or invalidity in the proceedings in reference to thesale.

25. The proceeds of the sale shall be received by the company and applied in payment of such partof the amount in respect of which the lien exists as is presently payable.

26. The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon theshares before the sale, be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

27. The Board may, from time to time, make calls upon the members in respect of any monies unpaidon their shares (whether on account of the nominal value of the shares or by way of premium) andnot by the conditions of allotment thereof made payable at fixed times:

Provided that no call shall exceed one-fourth of the nominal value of the share or be payable atless than one month from the date fixed for the payment of the last preceding call.

28. Each member shall, subject to receiving at least fourteen days' notice specifying the time or timesand place of payment, pay to the company, at the time or times and place so specified, theamount called on his shares.

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29. A call may be revoked or postponed at the discretion of the Board.

30. A call shall be deemed to have been made at the time when the resolution of the Board authorisingthe call was passed and may be required to be paid by installments.

31. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

32. If a sum called in respect of a share is not paid before or on the day appointed for paymentthereof, the person from whom the sum is due shall pay interest thereon from the day appointedfor payment thereof to the time of actual payment at ten per cent per annum or at such lower rate,if any, as the Board may determine.

33. The Board shall be at liberty to waive payment of any such interest wholly or in part.

34. Any sum which by the terms of issue of a share becomes payable on allotment or at any fixeddate, whether on account of the nominal value of the share or by way of premium, shall, for thepurposes of these regulations, be deemed to be a call duly made and payable on the date onwhich by the terms of issue such sum becomes payable.

35. In case of non-payment of such sum, all the relevant provisions of these regulations as to paymentof interest and expenses, forfeiture or otherwise shall apply as if such sum had become payableby virtue of a call duly made and notified.

36. The Board

a) may, if it thinks fit, receive from any member willing to advance the same, all or any part ofthe monies uncalled and unpaid upon any shares held by him; and

b) upon all or any of the monies so advanced, may (until the same would, but for such advance,become presently payable) pay interest at such rate not exceeding, unless the company ingeneral meeting shall otherwise direct, twelve per cent per annum, as may be agreed uponbetween the Board and the member paying the sum in advance.

TRANSFER OF SHARES

37. Save as provided in these articles, no shares shall be transferred to a person whether or not heis a member of the Company, without seeking the prior approval of the Board of Directors.

38. The person proposing to transfer any shares to another shall give prior notice in writing to theCompany of his intention.

39. The instrument of transfer of any share in the company shall be executed by or on behalf of boththe transferor and transferee.

40. The transferor shall be deemed to remain a holder of the share until the name of the transferee isentered in the register of members in respect thereof.

41. The Board may, subject to the right of appeal conferred by Section 58 declines to register

a) the transfer of a share, to a person of whom they do not approve; or

b) any transfer of shares on which the company has a lien.

42. The Board may decline to recognise any instrument of transfer unless

a) the instrument of transfer is in the form as prescribed in rules made under sub- Section (1)of Section 56;

b) the instrument of transfer is accompanied by the certificate of the shares toc) which it relates, and such other evidence as the Board may reasonably require to show the

right of the transferor to make the transfer; andd) the instrument of transfer is in respect of only one class of shares.e) for such other reason as the Board may determine from time to time

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43. On giving not less than seven days previous notice in accordance with Section 91 and rules madethere under, the registration of transfers may be suspended at such times and for such periods asthe Board may from time to time determine:

Provided that such registration shall not be suspended for more than thirty days at any one timeor for more than forty-five days in the aggregate in any year.

TRANSMISSION OF SHARES

44. On the death of a member, the survivor or survivors where the member was a joint holder, and hisnominee or nominees or legal representatives where he was a sole holder, shall be the onlypersons recognised by the company as having any title to his interest in the shares.

45. Nothing in Article 39 shall release the estate of a deceased joint holder from any liability in respectof any share which had been jointly held by him with other persons.

46. Any person becoming entitled to a share in consequence of the death or insolvency of a membermay, upon such evidence being produced as may from time to time properly be required by theBoard and subject as hereinafter provided, elect, either-

a) to be registered himself as holder of the share; or

b) to make such transfer of share as the deceased or insolvent member could have made.

47. The board shall, in either case, have the same right to decline or suspend registration as it wouldhave had, if the deceased or insolvent member had transferred the share before his death orinsolvency.

48. If the person so becoming entitled shall elect to be registered as holder of the share himself, heshall deliver or send to the company a notice in writing signed by him stating that he so elects.

49. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing atransfer of the share.

50. All the limitations, restrictions and provisions of these regulations relating to the right to transferand the registration of transfers of shares shall be applicable to any such notice or transfer asaforesaid as if the death or insolvency of the member had not occurred and the notice or transferwere a transfer signed by that member.

51. A person becoming entitled to a share by reason of the death or insolvency of the holder shall beentitled to the same dividends and other advantages to which he would be entitled if he were theregistered holder of the share, except that he shall not, before being registered as a member inrespect of the share, be entitled in respect of it to exercise any right conferred by membership inrelation to meetings of the company:

Provided that the Board may, at any time, give notice requiring any such person to elect either tobe registered himself or to transfer the share, and if the notice is not complied with within ninetydays, the Board may thereafter withhold payment of all dividends, bonuses or other monies payablein respect of the share, until the requirements of the notice have been complied with.

FORFEITURE OF SHARES

52. If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof,the Board may, at any time thereafter during such time as any part of the call or installmentremains unpaid, serve a notice on him requiring payment of so much of the call or installment asis unpaid, together with any interest which may have accrued.

53. The notice aforesaid shall

a) a.name a further day (not being earlier than the expiry of fourteen days from the date ofservice of the notice) on or before which the payment required by the notice is to be made;and

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b) state that, in the event of non-payment on or before the day so named, the shares in respectof which the call was made shall be liable to be forfeited.

54. If the requirements of any such notice as aforesaid are not complied with, any share in respect ofwhich the notice has been given may, at any time thereafter, before the payment required by thenotice has been made, be forfeited by a resolution of the Board to that effect.

55. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as theBoard thinks fit.

56. (ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on suchterms as it thinks fit.

57. A person whose shares have been forfeited shall cease to be a member in respect of the forfeitedshares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monieswhich, at the date of forfeiture, were presently payable by him to the company in respect of theshares.

58. The liability of such person shall cease if and when the company shall have received payment infull of all such monies in respect of the shares.

59. A duly verified declaration in writing that the declarant is a director, the manager or the secretary,of the company, and that a share in the company has been duly forfeited on a date stated in thedeclaration, shall be conclusive evidence of the facts therein stated as against all persons claimingto be entitled to the share;

60. The company may receive the consideration, if any, given for the share on any sale or disposalthereof and may execute a transfer of the share in favour of the person to whom the share is soldor disposed of;

61. The transferee shall thereupon be registered as the holder of the share; and

62. The transferee shall not be bound to see to the application of the purchase money, if any, nor shallhis title to the share be affected by any irregularity or invalidity in the proceedings in reference tothe forfeiture, sale or disposal of the share.

63. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of anysum which, by the terms of issue of a share, becomes payable at a fixed time, whether on accountof the nominal value of the share or by way of premium, as if the same had been payable by virtueof a call duly made and notified.

ALTERATION OF CAPITAL

64. The company may, from time to time, by ordinary resolution increase the share capital by suchsum, to be divided into shares of such amount, as may be specified in the resolution.

65. Subject to the provisions of Section 61, the company may, by ordinary resolution,

a) consolidate and divide all or any of its share capital into shares of larger amount than itsexisting shares;

b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fullypaid-up shares of any denomination;

c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed bythe memorandum;

d) cancel any shares which, at the date of the passing of the resolution, have not been takenor agreed to be taken by any person.

66. Subject to the provisions of Section 62, the company may increase its subscribed capital by theissue of further shares, such shares shall be offered

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a) to persons who, at the date of the offer, are holders of equity shares of the company inproportion, as nearly as circumstances admit, to the paid-up share capital on those shares;

b) employees under a scheme of employees? stock option, subject to special resolution passedby company and subject to such conditions as may be prescribed in the Companies Act andRules made there under; or

c) to any persons, if it is authorised by a special resolution, whether or not those personsinclude the persons referred to in clause (a) or clause (b), either for cash or for a considerationother than cash, if the price of such shares is determined by the valuation report of a registeredvaluer subject to such conditions as may be prescribed Companies Act and Rules madethere under.

67. Where shares are converted into stock,-

a) the holders of stock may transfer the same or any part thereof in the same manner as, andsubject to the same regulations under which, the shares from which the stock arose mightbefore the conversion have been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of stock transferable,so, however, that such minimum shall not exceed the nominal amount of the shares fromwhich the stock arose.

b) the holders of stock shall, according to the amount of stock held by them, have the samerights, privileges and advantages as regards dividends, voting at meetings of the company,and other matters, as if they held the shares from which the stock arose; but no suchprivilege or advantage (except participation in the dividends and profits of the company andin the assets on winding up) shall be conferred by an amount of stock which would not, ifexisting in shares, have conferred that privilege or advantage.

c) such of the regulations of the company as are applicable to paid-up shares shall apply tostock and the words "share" and "shareholder" in those regulations shall include "stock"and "stock-holder" respectively.

68. The company may, by special resolution, reduce in any manner and with, and subject to, anyincident authorised and consent required by law,-

a) its share capital;

b) any capital redemption reserve account; or

c) any share premium account.

CAPITALISATION OF PROFITS

69. The company in general meeting may, upon the recommendation of the Board, resolve -

a) that it is desirable to capitalise any part of the amount for the time being standing to thecredit of any of the company's reserve accounts, or to the credit of the profit and lossaccount, or otherwise available for distribution; and

b) that such sum be accordingly set free for distribution in the manner specified in Article 70amongst the members who would have been entitled thereto, if distributed by way of dividendand in the same proportions.

70. The sum aforesaid shall not be paid in cash but shall be applied either in or towards -

a) paying up any amounts for the time being unpaid on any shares held by such membersrespectively;

b) paying up in full, unissued shares of the company to be allotted and distributed, credited asfully paid-up, to and amongst such members in the proportions aforesaid;

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c) partly in the way specified in sub-clause (a) and partly in that specified in subclause (b);

d) A securities premium account and a capital redemption reserve account may, for the purposesof this regulation, be applied in the paying up of unissued shares to be issued to membersof the company as fully paid bonus shares;

e) The Board shall give effect to the resolution passed by the company in pursuance of thisregulation.

71. Whenever such a resolution as aforesaid shall have been passed, the Board shall

a) make all appropriations and applications of the undivided profits resolved to be capitalisedthereby, and all allotments and issues of fully paid shares if any; and

b) generally do all acts and things required to give effect thereto.

72. The Board shall have power

a) to make such provisions, by the issue of fractional certificates or by payment in cash orotherwise as it thinks fit, for the case of shares becoming distributable infractions; and

b) to authorize any person to enter, on behalf of all the members entitled thereto, into anagreement with the company providing for the allotment to them respectively, credited asfully paid-up, of any further shares to which they may be entitled upon such capitalisation, oras the case may require, for the payment by the company on their behalf, by the applicationthereto of their respective proportions of profits resolved to be capitalised, of the amount orany part of the amounts remaining unpaid on their existing shares;

73. Any agreement made under such authority shall be effective and binding on such members.

BUY-BACK OF SHARES

74. Notwithstanding anything contained in these articles but subject to the provisions of Sections 68to 70 and any other applicable provision of the Act or any other law for the time being in force, thecompany may purchase its own shares or other specified securities.

GENERAL MEETINGS

75. All general meetings other than annual general meeting shall be called extraordinary generalmeeting.

76. The Board may, whenever it thinks fit, call an extraordinary general meeting.

77. A general meeting of a company shall be called by giving not less than clear twenty-one days?notice either in writing or through electronic mode as prescribed in the Companies Act 2013 andRules thereunder:

Provided that a general meeting may be called after giving a shorter notice if consent is given inwriting or by electronic mode by not less than ninety-five per cent of the members entitled to voteat such meeting

78. If at any time directors capable of acting who are sufficient in number to form a quorum are notwithin India, any director or any two members of the company may call an extraordinary generalmeeting in the same manner, as nearly as possible, as that in which such a meeting may becalled by the Board.

79. Every notice of a meeting shall specify the place, date, day and the hour of the meeting and shallcontain a statement of the business to be transacted at such meeting.

PROCEEDINGS AT GENERAL MEETINGS

80. No business shall be transacted at any general meeting unless a quorum of members is presentat the time when the meeting proceeds to business.

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81. Save as otherwise provided herein, the quorum for the general meetings shall be as provided inSection 103.

82. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of thecompany.

83. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointedfor holding the meeting, or is unwilling to act as chairperson of the meeting, the directors presentshall elect one of their members to be Chairperson of the meeting.

84. If at any meeting no director is willing to act as Chairperson or if no director is present withinfifteen minutes after the time appointed for holding the meeting, the members present shall chooseone of their members to be Chairperson of the meeting.

ADJOURNMENT OF MEETING

85. The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, ifso directed by the meeting, adjourn the meeting from time to time and from place to place.

86. No business shall be transacted at any adjourned meeting other than the business left unfinishedat the meeting from which the adjournment took place.

87. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall begiven as in the case of an original meeting.

88. Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary to give anynotice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING RIGHTS

89. Subject to any rights or restrictions for the time being attached to any class or classes of shares,-

a) on a show of hands, every member present in person shall have one vote; and

b) on a poll, the voting rights of members shall be in proportion to his share in the paid-upequity share capital of the company.

90. A member may exercise his vote at a meeting by electronic means in accordance with Section108 and shall vote only once.

91. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or byproxy, shall be accepted to the exclusion of the votes of the other joint holders.

92. For this purpose, seniority shall be determined by the order in which the names stand in theregister of members.

93. A member of unsound mind, or in respect of whom an order has been made by any court havingjurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee orother legal guardian, and any such committee or guardian may, on a poll, vote by proxy.

94. Any business other than that upon which a poll has been demanded may be proceeded with,pending the taking of the poll.

95. No member shall be entitled to vote at any general meeting unless all calls or other sums presentlypayable by him in respect of shares in the company have been paid.

96. No objection shall be raised to the qualification of any voter except at the meeting or adjournedmeeting at which the vote objected to is given or tendered, and every vote not disallowed at suchmeeting shall be valid for all purposes.

97. Any such objection made in due time shall be referred to the Chairperson of the meeting, whosedecision shall be final and conclusive.

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PROXY

98. The instrument appointing a proxy and the power-of-attorney or other authority, if any, underwhich it is signed or a notarised copy of that power or authority, shall be deposited at the registeredoffice of the company not less than 48 hours before the time for holding the meeting or adjournedmeeting at which the person named in the instrument proposes to vote, or, in the case of a poll,not less than 24 hours before the time appointed for the taking of the poll; and in default theinstrument of proxy shall not be treated as valid.

99. An instrument appointing a proxy shall be in the form as prescribed in the rules made underSection 105.

100. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstandingthe previous death or insanity of the principal or the revocation of the proxy or of the authorityunder which the proxy was executed, or the transfer of the shares in respect of which the proxy isgiven:

Provided that no intimation in writing of such death, insanity, revocation or transfer shall havebeen received by the company at its office before the commencement of the meeting or adjournedmeeting at which the proxy is used.

BOARD OF DIRECTORS

101. The number of Directors shall not be less than two and not more than fifteen.

102. Subject to the provisions of Sections 149 of the Companies Act 2013, the company by an ordinaryresolution may increase or reduce the number of Directors.

103. The first Director(s) of the Company shall be;

Mr. Azim Hasham Premji

Mrs. Yasmeen Azim Premji

104. The office of a Director shall not be liable to be determined by rotation.

105. Any person, whether a member of the company or not may be appointed as Director. No qualificationby way of holding shares in the Capital of the company shall be required of any director.

106. Subject to the provisions of Section 149 read with sub section (1) of the Section 161 of theCompanies Act, 2013, the Board at its meeting of the Board or by passing a resolution by circulationshall have the power from time to time, to appoint a person, other than a person who fails to getappointed as a director in a general meeting, as an additional Director, provided the number ofthe Directors and the additional directors together shall not at any time exceed the maximumstrength fixed under these articles.

107. Such person shall hold office only up to the date of the next annual general meeting of the companybut shall be eligible for appointment by the company as a director at that meeting subject to theprovisions of the Act.

108. The Board at a Meeting of the Board may fill any casual vacancy occurring in the Board of Directors.Any person so appointed shall hold office only up to the date up to which the Director in whoseplace he is appointed would have held office if the vacancy had not occurred as aforesaid.

109. Subject to sub section (2) of the section 161 of the Companies Act, 2013, the Board at its meetingof the Board or by passing a resolution by circulation shall have the power from time to time toappoint an Alternate Director to act for a Director, hereinafter called in this Clause `The OriginalDirector’ during his absence for a period of not less than three months from India. An alternateDirector appointed as aforesaid shall be vacated office if and when the Original Director returns toIndia.

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110. A Director may resign from his office. No notice period is required for a Director who is neither aManaging Director nor a Whole-time Director. The resignation takes effect from the date of theresignation letter.

111. The Directors shall be paid sitting fee, as may be determined by the Board of Directors from timeto time and in accordance with the table of fees prescribed in this regard by the government forattending the meeting of the Board of Directors or any Committee/s thereof attended by him andshall be paid in addition thereto all travelling, total and other expenses properly incurred by him inattending and returning from meetings of the Board or any committee thereof or General Meetingsof the company or in connection with the business of the company to and from any place.

112. Except as otherwise provided by these Articles, all the Directors of the company shall have in allmatters equal rights and privileges, and be subject to equal obligations and duties in respect ofthe affairs of the company.

113. The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemedto accrue from day-to-day.

114. In addition to the remuneration payable to them in pursuance of the Act, the directors may be paidall travelling, hotel and other expenses properly incurred by them

a) in attending and returning from meetings of the Board of Directors or any committee thereofor general meetings of the company; or

b) in connection with the business of the company.

115. The Board may pay all expenses incurred in getting up and registering the company.

116. Subject to Section 88 of the Act and Rules made there under, the company may keep in anycountry outside India, a part its Register of Members called "Foreign Register" containing thenames and particulars of the members, debenture holders, other security holders or beneficialowners residing outside India and the Board may make and vary such regulations as it may thinksfit respecting the keeping of any such register.

117. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments,and all receipts for monies paid to the company, shall be signed, drawn, accepted, endorsed, orotherwise executed, as the case may be, by such person and in such manner as the Board shallfrom time to time by resolution determine.

118. Every director present at any meeting of the Board or of a committee thereof shall sign his namein a book to be kept for that purpose.

119. Appointment of Alternate / nominee Director: Subject to the provisions of section 161 ofthe Companies Act, 2013:-

(i) The Board of Directors may appoint a person, not being a person holding any alternatedirectorship for any other Director in the Company, to act as an Alternate Director to act fora Director (hereinafter called "the Original Director") during his absence for a period of notless than three months from India

(ii) No person shall be appointed as an alternate director for an Independent Director unless heis qualified to be appointed as an Independent Director.

(iii) An Alternate Director shall be entitled to notice of meetings of the Directors, and to attendand vote thereat accordingly.

(iv) An Alternate Director shall vacate office if and when the Original Director returns to India.

(v) If the term of office of the Original Director is determined before he so returns to India asaforesaid any provision for the automatic re-appointment of retiring Directors in default ofanother appointment shall apply to the Original Director and not to the Alternate Director.

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(vi) An Alternate Director may be removed by the Board of Directors which may appoint anotherAlternate Director in his place.

PROCEEDINGS OF THE BOARD

120. The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate itsmeetings, as it thinks fit.

121. A director may, and the manager or secretary on the requisition of a director shall, at any time,summon a meeting of the Board.

122. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Boardshall be decided by a majority of votes.

123. In case of an equality of votes, the Chairperson of the Board, if any, shall have a second orcasting vote.

124. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long astheir number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuingdirectors or director may act for the purpose of increasing the number of directors to that fixed forthe quorum, or of summoning a general meeting of the company, but for no other purpose.

125. The Board may elect a Chairperson of its meetings and determine the period for which he is tohold office.

126. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within fiveminutes after the time appointed for holding the meeting, the directors present may choose one oftheir number to be Chairperson of the meeting.

127. The Board may, subject to the provisions of the Act, delegate any of its powers to committeesconsisting of such member or members of its body as it thinks fit.

128. Any committee so formed shall, in the exercise of the powers so delegated, conform to anyregulations that may be imposed on it by the Board.

129. A committee may elect a Chairperson of its meetings.

130. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within fiveminutes after the time appointed for holding the meeting, the members present may choose oneof their members to be Chairperson of the meeting.

131. A committee may meet and adjourn as it thinks fit.

132. Questions arising at any meeting of a committee shall be determined by a majority of votes of themembers present, and in case of an equality of votes, the Chairperson shall have a second orcasting vote.

133. All acts done in any meeting of the Board or of a committee thereof or by any person acting as adirector, shall, notwithstanding that it may be afterwards discovered that there was some defect inthe appointment of any one or more of such directors or of any person acting as aforesaid, or thatthey or any of them were disqualified, be as valid as if every such director or such person hadbeen duly appointed and was qualified to be a director.

134. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the membersof the Board or of a committee thereof, for the time being entitled to receive notice of a meeting ofthe Board or committee, shall be valid and effective as if it had been passed at a meeting of theBoard or committee, duly convened and held.

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CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY ORCHIEF FINANCIAL OFFICER

135. Subject to the provisions of the Act,-

a) A chief executive officer, manager, company secretary or chief financial officer may beappointed by the Board for such term, at such remuneration and upon such conditions as itmay thinks fit; and any chief executive officer, manager, company secretary or chief financialofficer so appointed may be removed by means of a resolution of the Board;

b) A director may be appointed as chief executive officer, manager, company secretary orchief financial officer.

136. A provision of the Act or these regulations requiring or authorising a thing to be done by or to adirector and chief executive officer, manager, company secretary or chief financial officer shallnot be satisfied by its being done by or to the same person acting both as director and as, or inplace of, chief executive officer, manager, company secretary or chief financial officer.

THE SEAL

137. The Board shall provide for the safe custody of the seal.

138. The seal of the company shall not be affixed to any instrument except by the authority of aresolution of the Board or of a committee of the Board authorised by it in that behalf, and exceptin the presence of at least two directors and of the secretary or such other person as the Boardmay appoint for the purpose; and those two directors and the secretary or other person aforesaidshall sign every instrument to which the seal of the company is so affixed in their presence.

DIVIDENDS AND RESERVE

139. The company in general meeting may declare dividends, but no dividend shall exceed the amountrecommended by the Board.

140. Subject to the provisions of Section 123, the Board may from time to time pay to the memberssuch interim dividends as appear to it to be justified by the profits of the company.

141. The Board may, before recommending any dividend, set aside out of the profits of the companysuch sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, beapplicable for any purpose to which the profits of the company may be properly applied, includingprovision for meeting contingencies or for equalizing dividends; and pending such application,may, at the like discretion, either be employed in the business of the company or be invested insuch investments (other than shares of the company) as the Board may, from time to time, thinksfit.

142. The Board may also carry forward any profits which it may consider necessary not to divide,without setting them aside as a reserve.

143. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, alldividends shall be declared and paid according to the amounts paid or credited as paid on theshares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any ofthe shares in the company, dividends may be declared and paid according to the amounts of theshares.

144. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposesof this regulation as paid on the share.

145. All dividends shall be apportioned and paid proportionately to the amounts paid or credited aspaid on the shares during any portion or portions of the period in respect of which the dividend ispaid; but if any share is issued on terms providing that it shall rank for dividend as from a particulardate such share shall rank for dividend accordingly.

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146. The Board may deduct from any dividend payable to any member all sums of money, if any,presently payable by him to the company on account of calls or otherwise in relation to the sharesof the company.

147. Any dividend, interest or other monies payable in cash in respect of shares may be paid bycheque or warrant sent through the post directed to the registered address of the holder or, in thecase of joint holders, to the registered address of that one of the joint holders who is first namedon the register of members, or to such person and to such address as the holder or joint holdersmay in writing direct.

148. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.

149. Any one of two or more joint holders of a share may give effective receipts for any dividends,bonuses or other monies payable in respect of such share.

150. Notice of any dividend that may have been declared shall be given to the persons entitled toshare therein in the manner mentioned in the Act.

151. No dividend shall bear interest against the company.

ACCOUNTS

152. The Board shall from time to time determine whether and to what extent and at what times andplaces and under what conditions or regulations, the accounts and books of the company, or anyof them, shall be open to the inspection of members not being directors.

153. No member (not being a director) shall have any right of inspecting any account or book ordocument of the company except as conferred by law or authorised by the Board or by the companyin general meeting.

WINDING UP

154. Subject to the provisions of the Act and rules made there under -

a. If the company shall be wound up, the liquidator may, with the sanction of a special resolutionof the company and any other sanction required by the Act, divide amongst the members, inspecie or kind, the whole or any part of the assets of the company, whether they shallconsist of property of the same kind or not.

b. For the purpose aforesaid, the liquidator may set such value as he deems fair upon anyproperty to be divided as aforesaid and may determine how such division shall be carriedout as between the members or different classes of members.

c. The liquidator may, with the like sanction, vest the whole or any part of such assets intrustees upon such trusts for the benefit of the contributories if he considers necessary, butso that no member shall be compelled to accept any shares or other securities whereonthere is any liability.

Indemnity to and protection of Directors and Officers

155. The Board shall be entitled to meet out of the funds of the Company to defend, every officer of theCompany as defined by Section 2(59) of the said Act, or any person (whether an officer of theCompany or not) employed by the Company, against all claims made on them (including losses,expenses, fines, penalties or such levies), in or about the discharge of their respective duties.

156. Every Officer of the Company, as defined by Section 2(59) of the said Act, or any person (whetheran Officer of the Company or not) employed by the Company, shall be entitled to direct the companyto meet all claims, losses, expenses, fines, penalties or such other levies, expended by them,respectively in or about the discharge of their respective duties, out of the funds of the Company

23

against all such liabilities, including attorney fees, incurred by them in defending any proceedingsunder the Act, or other laws applicable to the Company, and/or its subsidiaries in any jurisdiction.

157. The Company may take and maintain any insurance as the Board may think fit on behalf of itsdirectors (present and former), other employees and the Key Managerial Personnel, for insurersto directly meet all claims, losses, expenses, fines, penalties or such other levies, or for indemnifyingany or all of them against any such liability for any acts in relation to the Company for which theymay be liable.

Directors and Other officers not responsible or acts of others:

158. No Director of the Company, Manager, Secretary, Trustee, Auditor and other officer or servant ofthe Company shall be liable for the acts, receipts, neglects or defaults of any other Director orofficer or servant or for joining in any receipts or other act for the sake of conformity merely or forany loss or expenses happening to the Company through the insufficiency or deficiency in pointof titles or value of any property acquired by the order of the Directors for or on behalf of theCompany or mortgaged to the Company or for the insufficiency or deficiency of any security in orupon which any of the moneys of the Company shall be invested or for any loss or damage arisingfrom the bankruptcy, insolvency or tortuous act of any person, company or corporation to or withwhom any moneys, securities or effects of the Company shall be entrusted or deposited or for anyloss occasioned by any error of judgement, omission default or oversight on his part or for anyother loss, damage or misfortune whatever which shall happen in relation to the execution orperformance of the duties of his office or in relation thereto, unless the same happen through hisown dishonesty.

159. An Independent Director, and a non-executive director not being a promoter or a Key ManagerialPersonnel, shall be liable only in respect of acts of omission or commission, by the Companywhich had occurred with his knowledge, attributable through Board processes, and with his consentor connivance or where he has not acted diligently.

***** A new set of Articles of Association of the Company is proposed to be adopted at theExtraordinary General Meeting to be held on May 18, 2015 pursuant to conversion of the Companyfrom a Public Company back to a Private Company. Change of name with the word Private becomeseffective only from the date of issue of fresh certificate of incorporation by the Registrar of Companies.

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Sl.No.

Names and Address, DescriptionAnd Occupation of Subscribers

with their Signatures

Signature of theSubscriber

Signature, Name, Address,Description and Occupation

of the Witness

1. Azim Hasham PremjiS/o M H Premji75, 133, 135/1, 136/1, No. 574,Doddakannelli VillageSarjapur Road,Bangalore-560035Karnataka.Occupation: Business

2. Yasmeen Azim PremjiD/o Mohamed Husain ChinoyW/o Azim H PremjiNo. 574, DoddakannelliSarjapur Road,Bangalore-560035Karnataka.Occupation: Business

Witness to Sl. No. 1 and 2.

Sd/-

H AnilS/o A Hanock

No.9/D 13th CrossJayamahal ExtensionBangalore 560 046.

Chartered Accountant inWhole time Practice.

M.No. 202788

Sd/-

Sd/-

Dated this 16th day of June 2010, at Bangalore.

We the several persons, whose names and addresses are subscribed hereunder, are desirous ofbeing formed into a Company in pursuance of this Articles of Association:

25

Wipro Enterprises LimitedRegistered Office: 'C' Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore - 560 035,

Telephone: +91-80-2844-0011, Fax: +91-80-2844-0054, CIN No. U15141KA2010PLC054808,E-mail: communications.wel@wipro.com, Website:www.wiproel.com

EXTRAORDINARY GENERAL MEETING

ATTENDANCE SLIP(Please bring the attendance slip to the meeting hall and hand it over at the entrance)

Serial No:

Name and Address of the Shareholder:

Name(s) of the Joint Shareholder(s) if any:

Registered Folio No./ DP ID & Client ID No:

Number of shares held:

Name of the Proxy/Representative, if any:

I/We hereby record my/our presence at the Extraordinary General Meeting of the Company held on

Monday, May 18, 2015 at 4.00 pm at B' Block (Learning Centre), SJP1, Wipro Limited Campus,

Doddakannelli, Sarjapur Road, Bangalore-560 035.

...................................................Signature of the Member/Proxy/

Authorized Representative

Name of the Holder Folio/DPID/CLIENT ID NO. NO.OF SHARES

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Wipro Enterprises LimitedRegistered Office: 'C' Block, CCLG Division, Doddakannelli, Sarjapur Road, Bangalore - 560 035,

Telephone: +91-80-2844-0011, Fax: +91-80-2844-0054, CIN No. U15141KA2010PLC054808,E-mail: communications.wel@wipro.com, Website:www.wiproel.com

FORM OF PROXY

(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the companies (Manage-ment and Administration) Rules, 2014

Name of the Company : Wipro Enterprises Limited

Registered Office : C Block, CCLG Division, Doddakannelli, Sarjapur Road,Bangalore 560035

Venue of the Meeting : B' Block (Learning Centre), SJP1, Wipro Limited Campus,Doddakannelli, Sarjapur Road, Bangalore-560 035

Date and Time : Monday, May 18, 2015 at 4.00 PM

Name

Address

DP Id*

Client Id*

Folio No.

No of Shares held

*Applicable for investors holding shares in Electronic form

I/We, being the member(s) of_____________ shares of Wipro Enterprises Limited, hereby appoint

1. Mr./Mrs.__________________________residing at ______________________ having e-mail

id_______________________________________ or failing him/her.

2. Mr./Mrs.__________________________residing at ______________________ having e-mail

id_______________________________________ or failing him/her.

3. Mr./Mrs.__________________________residing at ______________________ having e-mail

id_______________________________________ or failing him/her.

27

as my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Extra OrdinaryGeneral meeting of the Company, to be held on the Monday, May 18, 2015 at 4 PM at B' Block (LearningCentre), SJP1, Wipro Limited Campus, Doddakannelli, Sarjapur Road, Bangalore-560 035and anyadjournment thereof in respect of such resolutions as are indicated below.

** I/We direct my/our Proxy to vote on the Resolutions in the manner as indicated below:

Sl.No.

Resolution For Against

1. Proposal for Conversion of Public Company intoPrivate Limited Company

** This is optional. Please put a tick mark (3) in theappropriate column against the resolution indicatedin the box. If a member leaves the "For" or "Against" column blank against any or all the Resolutions,the proxy will be entitled to vote in the manner he/she thinks appropriate. If a member wishes to abstainfrom voting on a particular resolution, he/she should write "Abstain" across the boxes against theResolution.

Signed this______ day of______ 2015 Signature of the shareholder

Affix oneRupee

RevenueStamp

Signature (s) of proxy holder(s)1. __________________________

2. __________________________

3. __________________________

Notes:1. The Proxy to be effective should be deposited at the Registered office of the company not less

than FORTY EIGHT HOURS before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or byproxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall bedetermined by the order in which the names stand in the Register of Members.

4. The form of Proxy confers authority to demand or join in demanding a poll.

5. The submission by a member of this form of proxy will not preclude such member from attendingin person and voting at the meeting.

6. In case a member wishes his/her votes to be used differently, he/she should indicate the numberof shares under the columns "For" or "Against" as appropriate.

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NOTES