Agenda for Approval Committee meeting for Pune-Cluster to be held on 05-Dec.- 2023. — 00-10wipro-ltd-sez

SEEPZ SPECIAL ECONOMIC ZONE ANDHERI (EAST), MUMBAI.

AGENDA FOR MEETING OF THE APPROVAL COMMITTEE FOR SECTOR SPECIFIC SPECIAL ECONOMIC ZONE FOR IT- ITES SECTOR OF WIPRO LTD.-SEZ, PUNE

Via Video Conferencing

DATE : 05.12.2023

TIME : 11.00 A.M.

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MEETING OF THE APPROVAL COMMITTEE FOR SECTOR SPECIFIC SPECIAL ECONOMIC ZONE FOR IT- ITES AT PUNE, UNDER THE CHAIRMANSHIP OF DEVELOPMENT COMMISSIONER, SEEPZ-SEZ ON 05.12.2023

INDEX

Agenda Item No.

Subject

Agenda Item No. 01 :- Confirmation of the Minutes of the meeting held on 21.02.2023 Agenda Item No. 02 :- Application for change in Composition of Board of Directors submitted by M/s. Wipro Ltd. (Developer) and Units-1,2,3,4,6,7

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1 Minutes of the 24th Meeting of the Approval Committee held under the Chairmanship of Zonal Development Commissioner SEEPZ-SEZ, Mumbai for Sector Specific Special Economic Zone for IT/ITES of M/s. Wipro Ltd.-SEZ, Hinjawadi, Phase-II SEZ, Pune, held on 21.02.2023 via video conferencing. 1 Name of the SEZ M/s. Wipro Ltd. (Phase II) 2 Sector IT/ITES 3 Meeting No. 24th 4 Date 21.02.2023 Members present S r Name and Designation (S/Shri.) Department 1 Smt. Mital Hiremath Joint Development Commissioner Pune Cluster SEZ, Pune 2 Smt. Pradnya R. Gholap, DCIT (TDS) Pune Nominee of Income Tax, Pune 3 Dr. Dileeraj Dabhole, Deputy DGFT Nominee of DGFT, Pune 4 Smt. Sunita Jagtap Superintendent Nominee of Customs, Pune Special Invitee S r Name and Designation Department 1 Shri B. Ajay Kumar Specified Officer Wipro Ltd. (Phase II)-SEZ Agenda Item No.01: Confirmation of Minutes of the 23rd meeting held on 24.05.2022 After deliberation, the Committee confirmed the minutes of the 23rd Unit Approval Committee meeting held on 24.05.2022. Agenda Item No.02: Application for change in Composition of Board of Directors submitted by M/s. Wipro Ltd. (Developer) and Unit-1,2,3,4,5,6,7 After deliberation, the Committee approved the proposal of the M/s. Wipro Ltd. (Developer) and their Unit-1,2,3,4,5,6,7, for change in Composition of Board of Directors, in terms of Instruction No 109, dated 18.10.2021, issued by MOC&I, as detailed below: Approved List of Directors: Sr. No Name of Directors Designation 1 Mr. Rashid A. Premji Chairman 2 Mr. Thierry Delaporte Chief Executive Officer and Managing Director 3 Mr. Azim Hasham Premji Non-executive Non Independent Director I/1531/2023 18

2 4 Mrs. Ireena Vittal Independent Director 5 Dr. Patrick John Ennis 6 Mr. Patrick Lucien Andre Dupuis 7 Mr. Deepak Madhav Satwalekar 8 Mrs. Tulsi Naidu 9 Ms. Paivi Rekonen The approval is subject to the conditions as laid down in Instruction No. 109, as applicable, issued by MOC&I
a. Seamless continuity of the SEZ activities with unaltered responsibilities and obligations for the altered entity; b. Fulfilment of all eligibility criteria applicable, including security clearances etc. by the altered entity and its constituents; c. Applicability of and compliance with all Revenue/Company Affairs/SEBI etc. Act/Rules which regulate issues like capital gains, equity change, transfer, taxability etc. d. Full financial details relating to change in equity/merger, demerger, amalgamation or transfer in ownership etc. shall be furnished immediately to Member (IT&R), CBDT, Department of Revenue and to the jurisdictional Authority. e. The assessing officer shall have the right to assess the taxability of the gain/loss arising out of the transfer of equity or merger, demerger, amalgamation, transfer in ownerships etc. as may be applicable and eligibility for deduction under relevant sections of the Income Tax Act, 1961. f. The applicant shall comply with relevant State Government laws, including those relating to lease of land, as applicable. g. The applicant shall furnish details of PAN and jurisdictional assessing office of the unit to CBDT. h. The applicant shall be recognized by the new name or such arrangement in all the records. Meeting ended with a vote of thanks to the Chair. (Shyam Jagannathan, IAS) Chairman-cum- Development Commissioner E-Mail- dcseepz-mah@nic.in I/1531/2023 19

GOVT. OF INDIA, OFFICE OF THE ZONAL DEVELOPMENT COMMISSIONER, SEEPZ – SEZ (PUNE CLUSTER)

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AGENDA NOTE FOR CONSIDERATION OF APPROVAL COMMITTEE

a. Proposal: - Application submitted by M/s. Wipro Ltd. (Developer) and their other 6 IT/ITES units located in M/s. Wipro Ltd.- SEZ for Change in Board of Directors.

b. Specific Issue on which decision of Approval committee is required: -
Approval of the Approval Committee for Change in Board of Directors, in terms of Instruction No. 109 dated 18.10.2021, as detailed below:

Approved/Existing List of Directors as on 29.11.2022

Sr. No Name of Directors Designation Appointment/Cessa tion 1 Mr. Rashid A. Premji Chairman

2 Mr. Thierry Delaporte Chief Executive Officer and Managing Director

3 Mr. Azim Hasham Premji Non-executive Non-Independent Director

4 Ms. Ireena Vittal DIN No-05195656 Cessation

on 30.09.2023 (Retirement) 5 Dr. Patrick John Ennis Independent Director

6 Mr. Patrick Lucien Andre Dupuis

7 Mr. Deepak Madhav Satwalekar

8 Mrs. Tulsi Naidu

9 Ms Paivi Rekonen

Proposed/Updated/New List of Directors

Sr. No Name of Directors Designation Appointment/Cessa tion 1 Mr. Rashid A. Premji Chairman

2 Mr. Thierry Delaporte Chief Executive Officer and Managing Director

3 Mr. Azim Hasham Premji Non-executive Non-Independent Director

4 Mr.

Kannan Narayanan Srinivas DIN No-00066009 Appointed

on 01.10.2023 File No.S-SEZ-PRO0WL1/2/2022-JDCP

5 Dr. Patrick John Ennis Independent Director

6 Mr. Patrick Lucien Andre Dupuis

7 Mr. Deepak Madhav Satwalekar

8 Mrs. Tulsi Naidu

9 Ms. Paivi Rekonen

c. Relevant provisions: - As per para (i) of Instruction no. 109, dated 18.10.2021,

“Reorganization including change of name, Change of Shareholding pattern, business transfer arrangements, court approved mergers and demergers, change of constitution, Change of Directors, etc. may be undertaken by the Unit Approval Committee (UAC) concerned subject to the condition that the Developer/Co-developer/ Unit shall not opt out or exit out of the Special Economic Zone and continues to operate as a going concern. All liabilities of the Developer/Co-Developer/Unit shall remain unchanged on such reorganization.” …

d. Other Information: - • M/s. Wipro Ltd. (Developer) has submitted application for their Formal Approval No. F2/50/2005-EPZ dated 21.08.2006 and their 6 Units obtaining following LOA Nos. • Unit-1-LOA.No.

SEEPZ-SEZ/NEW-SEZ/WIPRO/01/2007/460

dated 18.01.2007 • Unit-2-LOA.No. SEZ/PUNE/6C/2008-09/126 dated 05.09.2008 • Unit-3-LOA.No. SEEPZ-SEZ/WL/05/2012-13/990 dated 23.01.2013 • Unit-4-LOA.No. SEZ/PUNE/1H/2010-11/484 dated 16.12.2010 • Unit-6-LOA.No. SEEPZ/NEWSEZ/WL/07/2018-19/221 dated 06.09.2018 • Unit-7-LOA.No.

SEEPZ-SEZ/NEWSEZ/WL-UNIT1/196/2017-18/19494 dated 27.09.2017 • The units have submitted following documents: Updated List of directors as on 20.11.2023. DIR 12 Mr. Kannan Narayanan Srinivas (Appointed) and DIR 12 for Ms Ireena Vittal (Cessation ). ID proof of Mr. Kannan Narayanan Srinivas.

d. ADC’s Recommendations:

• In respect of Undertaking required for the directors who have resigned, the Developer/Units had submitted that an Independent director is not involved in the day-to-day activities, hence they cannot provide the undertaking for any personal liability.

• Approval Committee may like to consider the proposal of Developer and their 6 Units for change in Board of Directors in terms of Instruction no. 109 issued by MOC&I.

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File No.S-SEZ-PRO0WL1/2/2022-JDCP