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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

July 31, 2002

Wipro Limited

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Item 2. Acquisition or Disposition of Assets

On July 31, 2002, we acquired equity shares and warrants to purchase equity shares of Spectramind Limited, a limited liability company incorporated in Bermuda, pursuant to a Sale and Purchase Agreement with ChrysCapital I, LLC. We also acquired equity shares and options to purchase equity shares of Spectramind eServices Private Limited, an indirect subsidiary of Spectramind Limited, incorporated in India, pursuant to Securities Sale and Purchase Agreements with senior management and other employees of Spectramind eServices. We paid an aggregate consideration of Rs. 3,691 million ($75.82 million) in cash, with Rs. 2,549 million ($60.49 million) of the consideration from the proceeds of our initial U.S. public offering of American Depositary Shares in October 2000, and the balance of the consideration from working capital. As of the close of the transactions on July 31, 2002, we hold 82% of Spectramind Limited on a fully diluted basis and 80% of Spectramind eServices on a fully diluted basis, which includes shares we previously held in the company.

Pursuant to Call and Put Option Agreements that we entered into on July 17, 2002 with the senior management and other employee optionholders of Spectramind eServices, we may acquire up to an additional 13%, on a fully diluted basis, of Spectramind eServices. Each of the Call and Put Option Agreements provide us with the option to purchase any shares of Spectramind eServices that are purchased by its senior management and other employees pursuant to the exercise of their outstanding options to purchase equity shares. Our option to purchase such shares expires six months after the shares are purchased by the individual senior manager or employee. Additionally, each senior manager and other employee has a put option, within six months of acquiring the shares, to require us to purchase such shares. The consideration payable for such shares will be the fair market value of such shares at the time the put or call option is exercised.

Item 7. Financial Statements and Exhibits

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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