Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 42^nd Annual Report of Mastek Limited ("Mastek" or "the Company" or "Your Company") on the business and operations together with the Audited Financial Statements (Consolidated and Standalone) for the Financial Year ended March 31, 2024.

In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), this report covers the financial results and other developments during the Financial Year ended March 31, 2024.

1. Financial Results

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2024, as compared to the previous Financial Year are summarised below:

Note: The above figures are extracted from the Consolidated and Standalone Financial Statements, which have been prepared in compliance with the Indian Accounting Standards (Ind AS), and it complies with all aspects of Ind AS notified under Section 133 of the Act read with [Companies (Indian Accounting Standards) Rules, 2015 (amended)] and other relevant provisions thereof. There are no material departures from the prescribed norms stipulated by the Accounting Standards in preparation for the Annual Accounts. Accounting policies have been consistently applied, except where a newly issued Accounting Standard, if initially adopted or a revision to an existing Accounting Standard, required a change in the Accounting Policy hitherto in use. Management evaluates all recently issued or revised Accounting Standards on an ongoing basis.

2. An Overview of the Company Affairs and Financial / Business Performance • Mastek Operations

On a Consolidated basis, the Company and its Subsidiaries ("Mastek Group") registered revenue from operations of '3,05,479 lakhs for the year ended March 31, 2024 (as compared to '2,56,339 lakhs in the previous year ended March 31, 2023), which is an increase of 19.2%. The Mastek Group registered a Net Profit of '31,097 lakhs for the year ended March 31, 2024 (as compared to '31,027 lakhs in the previous year ended March 31, 2023), thereby registering an increase of 0.2%. Further details are included in notes to the Accounts of Consolidated Financial Statement, which forms part of this Annual Report.

On a Standalone basis, the Company registered revenue from operations of '37,267 lakhs for the year ended March 31, 2024 (as compared to '31,339 lakhs in the previous year ended March 31, 2023). The Company also made a Net profit of '11,302 lakhs for the year ended March 31, 2024 (as compared to a Net Profit of '13,214 lakhs in the previous year ended March 31, 2023). Further details are included in notes to the Accounts of Standalone Financial

Statement, which forms part of this Annual Report. The Standalone and Consolidated Financial Statements of the Company have been audited by the Statutory Auditors of the Company.

The Company discloses Consolidated and Standalone Financial Results on a quarterly basis, which are subject to limited review, and also publishes Consolidated and Standalone Audited Financial Statements in the Annual Report on an annual basis and provided in this report.

Further, a detailed analysis of the Company?s operational performance is included in the Management Discussion and Analysis Section, which forms part of this Annual Report.

• Break-up of the Operating Revenue by Geographies

The UKI & Europe Geography operations contributed '1,73,949 lakhs to total Operating Revenue for the year ended March 31, 2024 (as compared to '1,58,761 lakhs in the previous year ended March 31, 2023), resulting in a growth of 9.6%.

The North America Geography operations contributed '82,936 lakhs to total Operating Revenue for the year ended March 31, 2024 (as compared to '62,576 lakhs in the previous year ended March 31, 2023), resulting in a growth of 32.5%.

The AMEA operations contributed '48,594 lakhs to total Operating Revenue for the year ended March 31, 2024 (as compared to '35,002 lakhs in the previous year ended March 31, 2023), resulting in a growth of 38.8%.

• Break-up of the Revenue by Service Lines

• Break-up of the Revenue by Customer Segments

• Consolidated Financial Statements

The Consolidated Financial Statements have been prepared by the Company in accordance with the requirements of Indian Accounting Standard (IndAS) - 110 "Consolidated Financial Statements" and IndAS - 28 "Investments in Associates and Joint Ventures" prescribed under Section 133 of the Companies Act, 2013, read with the rules thereunder.

Profitability

The profits for the Financial Year ended March 31, 2024, remained flat YoY on account of the following:

a) Driven by increase in revenues, better cost efficiencies and resource utilization; offset by

b) Increase in talent cost, led by higher demand for niche, cloud and skilled resources in the market

c) Investment in sales and capability building

d) Full year impact of Metasoft and Biz Analytica acquisitions

3. Acquisition

Acquisitions are a key enabler for driving capability to build industry domain, focus on key strategic areas, strengthen presence in emerging technology areas including Digital, and AI increase market footprint in newer markets. Your Company focuses on opportunities where it can further develop its domain expertise, specific skill sets, and its global delivery model to maximise service and product enhancements and higher margins.

The Company?s Wholly Owned First Level Step-down Subsidiary i.e., Mastek Inc. acquired 100% Membership Interest of BizAnalytica LLC, an US Entity which is an independent data cloud and modernisation specialist in the Americas region. The purchase consideration included an upfront payment of $16.72 million and an earn-out between $0 to $24.0 million subject to achieving financial targets.

As part of the transaction stated above, the Company acquired identified assets and liabilities including the business of BizAnalytica Solutions LLP, an Indian entity and India affiliate of BizAnalytica LLC, USA. BizAnalytica Solutions LLP is an offshore service provider and is mainly engaged in the data cloud and modernisation related support/manpower services.

The slump purchase included all Identified Assets and Liabilities for '1,050 lakhs (equivalent to $1.28 million) in India by the Company.

Objects and effects of the acquisition:

BizAnalytica LLC is based in USA, offering a full range of professional data services, including architectural design, systems integration, data migration, automation, managed services, and analytics.

BizAnalytica?s expertise in the modern data stack positions Mastek favourably to leverage the immense market potential in the area of Data Cloud and Modernisation which is expected to significantly increase with the adoption of Generative AI.

4. Scheme of Arrangement

The Board of Directors of the Company at its meeting held on September 5, 2023, approved the Scheme of Arrangement in the nature of amalgamation of Meta Soft Tech Systems Private Limited, a wholly-owned subsidiary, (‘Transferor Company?) with the Company (‘Transferee Company?).

The Scheme is expected to achieve the following.

• Streamlining the structure of the Transferee Company by way of reduction in the number of entities and making it simple and transparent;

• Elimination of doubling of related costs, thereby reducing operational and administrative expenses and overheads, and leading to better cost and operational efficiencies; and

• Reducing the multiplicities of legal and regulatory compliances.

The Hon?ble National Company Law Tribunal, Ahmedabad Bench pronounced the Order on May 17, 2024, approving the Scheme of Arrangement between Meta Soft Tech Systems Private Limited (MST) and the Company. The Company then filed the certified copy of the NCLT Order, with the Registrar of Companies on May 31, 2024. The Scheme of Arrangement accordingly became Effective from May 31, 2024 (‘Effective Date?).

With effect from the Appointed Date, August 1, 2022, all the assets and liabilities of Transferor Company, without any further act, instrument or deed, stands transferred to and vested in and/ or be deemed to have been transferred to and vested in Transferee Company so as to become, on and from the Appointed Date the estate, assets, rights, title, interests and authorities of the Transferee Company, pursuant to the provisions of Sections 230 to 232 of the Act.

The Transferee Company held 100% share capital of the Transferor Company. Accordingly, pursuant to the amalgamation of the Transferor company with the Transferee company, Equity Shares held by the Transferee company has been cancelled and extinguished as per Section 66 of the Act and hence no shares of the Transferee company has been issued and allotted. Further, the authorised share capital of the Transferor Company stands transferred to the Transferee Company?s authorised share capital.

5. Material Changes and Commitments including Changes in the Nature of Business

There have been no material changes and commitments affecting the financial position of the Company, which have occurred from the end of the Financial Year of the Company to which the Financial Statements relate till the date of this Report.

Mr. Ashank Desai relinquished his position as the Managing Director w.e.f March 31, 2023 and Ms. Priti Rao, Independent Director resigned with effect from May 1, 2023. During the year, Mr. Umang Nahata joined the Board as Non- Executive and Non-Independent,

New Shareholders? Nominee Director with effect from July 19, 2023 and Ms. Marilyn Jones as Non-executive and Independent Director with effect from September 5, 2023. The Company also appointed Mr. Hiral Chandrana as the Chief Executive Officer with effect from May 31, 2023.

There has been no change in the nature of business of your Company.

6. Transfer to General Reserves

No part of the profit for the year was transferred to General Reserves during the year under review.

7. Dividend

Pursuant to Regulation 43A of the SEBI Listing Regulations, your Company has a well-defined Dividend Distribution Policy that balances the dual objectives of rewarding Members through dividends whilst also ensuring the availability of sufficient funds for the growth of the Company. The Policy is available on the website of the Company and can be accessed through the web link https://www.mastek.com/wp-content/ uploads/2022/07/Dividend-Distribution-Policv.pdf

Interim Dividend

The Board of Directors at its meeting held on January 18, 2024, declared an Interim Dividend at the rate of 140% i.e., '7.00 per equity share (on the face value of '5.00 per equity share). The above dividend was paid to the Members on February 8, 2024. The Company had deducted tax at source at the time of payment of dividend in accordance with the provisions of the Income Tax Act, 1961.

Final Dividend

Your Directors are pleased to recommend a Final Dividend at the rate of 240%, i.e., '12.00 per equity share (on the face value of '5.00 per equity share) for the Financial Year ended March 31, 2024, which will be paid upon obtaining the Members? approval at the ensuing Annual General Meeting. The Final Dividend, if approved, will be paid (subject to deduction of tax at source) within 30 (thirty) days from the date of the Annual General Meeting to those Members whose name appears in the Register of Members as on the book closure date mentioned in the Notice convening the 42^nd Annual General Meeting.

The total dividend for the Financial Year ended March 31, 2024, including the proposed Final Dividend, amounts to ' 19.00 per equity share (on the face value of '5.00 per equity share) or 380% (previous year '19.00 per share or 380%).

8. Transfer of Unclaimed Dividend Amount and Underlying Shares to Investor Education and Protection Fund Authority

As required under the provisions of Section 125 and other applicable provisions of the Act, dividends that remain unpaid / unclaimed for a period of 7 (seven) consecutive years, are required to be transferred to the account administered by the Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which dividend has not been encashed or claimed by the Members for 7 (seven) consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, pursuant to the provisions of Section 124 (5) of the Act, the 2^nd Interim Dividend for the Financial Year 2015-16 amounting to '2,08,311 and the Interim Dividend for the Financial Year 2016-17 amounting to '1,47,883 which remained unclaimed for 7 (seven) consecutive years and was lying in the unpaid dividend account, has been transferred by the Company to the designated Bank account of IEPF Authority and the underlying shares on the above-unclaimed amount aggregating to 612 equity shares and 1,341 equity shares respectively, have also been transferred to the Demat account of the IEPF Authority.

The Company is in the process of transferring the Unclaimed Final Dividend amount for the Financial Year 2016-17 to IEPF authority shortly, including the underlying equity shares on the above unclaimed dividend.

The due dates of the unpaid / unclaimed dividend amount, which will be transferred to the IEPF Authority in the current financial year and subsequent years, are given in the Report on Corporate Governance, which forms part of this Annual Report.

9. Management Discussion and Analysis

In terms of provisions of Regulation 34(2) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis section is given elsewhere in this report and forms part of this Annual Report.

10. Employee Stock Option Plans

A. The Company has 2 (two) ongoing Employee Stock Option Plans ("ESOPs") at present. The

Members approved the ESOP Plan V by way of a Postal Ballot on March 20, 2009, approved the ESOP Plan VI in the Annual General Meeting held on October 1, 2010, and approved the ESOP Plan VII in the Annual General Meeting held on July 17, 2013, for issuance of the Employee Stock Options ("Options") to the identified employees of the Company. The First 4 (four) Plans I to IV, have been already closed by the Company.

After the close of the Financial Year 2023-24, the Nomination & remuneration Committee has approved closure of ESOP Plan V effective July 1, 2024. This Plan has been in existence for the last 15 years and neither any vested & exercised options were pending for allotment of shares to the employees nor it affects any employees rights/Company?s obligations.

B. The Nomination and Remuneration Committee of the Company, inter alia, administers and monitors ESOPs, implemented by the Company in accordance with the relevant provisions of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force) ("SEBI SBEB Regulations"). During the year under review, the Company granted 1,05,570 Options to its identified employees.

The Certificate from M/s. P. Mehta & Associates, Secretarial Auditors, confirming the compliance

of ESOPs with the provisions of the Act and SEBI SBEB Regulations, has been obtained and shall be available for inspection by the Members.

The Members desiring inspection may write to investor grievances@mastek.com

During the year under review, there were no material changes in the ESOP plans of the Company. The details of the overall Options under the aforesaid ESOPs and the disclosure in compliance with SEBI SBEB Regulations for the year ended March 31, 2024, are annexed as "Annexure 1" to this report.

11. Increase in Authorised, Issued, Subscribed, and Paid-Up Equity Share Capital

During the year, the Company issued and allotted 3,19,484 equity shares of the face value of ' 5 each for a total nominal value of '15,97,420 under various Employee Stock Option Plans to the employees who exercised their vested Employee Stock Options and under preferential issue. These equity shares ranked pari passu in all respects with the existing equity shares of the Company.

Further, in terms of Scheme of Arrangement between Meta Soft Tech Systems Private Limited, a wholly-owned subsidiary, (‘Transferor Company?) with the Company (‘Transferee Company?), the authorised share capital of the Transferee Company stands increased by ' 75,00,000 divided into 15,00,000 Equity Shares of ' 5 each.

The movement of Share Capital during the year under review was as under:

Further, the Board of Directors of the Company, by virtue of a Special Resolution, passed by the Members of the Company through Postal Ballot on January 13, 2024, approved and allotted 1,59,942 equity shares having the face value of '5 each, at an issue price of '2,382 per share (including premium of '2,377 per share), aggregating to '38.10 crores on a private placement basis through the preferential allotment on February 19, 2024, towards buyout of third and final tranche of Compulsorily Convertible Preference Shares (CCPS) from CCPS holders of Mastek Enterprise Solutions Private Limited (formerly known as Trans American Information Systems Private Limited), Subsidiary of the Company. The buyout of CCPS was partially in cash and partially through issue of Equity Shares. The issue price was determined in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,

2018, as amended.

The Company now holds the entire 1,50,000 CCPS of ' 1/- each of Mastek Enterprise Solutions Private Limited.

Your Company is listed on BSE Limited and National Stock Exchange of India Limited and the Company has not issued any equity shares with differential rights as to dividend, voting, or otherwise, and shares are actively traded on the aforementioned Exchanges and have not been suspended from trading.

Also, the Share Capital Audit report as per the SEBI Listing Regulations is conducted on a quarterly basis by M/s. P. Mehta & Associates, Practicing Company Secretaries, and the Report is duly forwarded to the aforementioned Exchanges where the equity shares of the Company are listed.

12. Subsidiaries and Material Subsidiaries

A list of group Subsidiaries of your Company is provided as part of the notes to the Financial Statements.

In accordance with Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of all Subsidiaries of the Company, in prescribed Form AOC - 1 is annexed as "Annexure 2" to this Report. The statement also provides details of the performance and financial position of each of the Subsidiaries and their contribution to the overall performance of the Company.

During the Financial Year 2023-24, the Company had no Associate Company.

Further, pursuant to the provisions of Section 136(1) of the Act, the Financial Statements including, Consolidated Financial Statements along with relevant documents and separate Financial Statements in respect of Subsidiaries, are available on the website of the Company and the same are also available for inspection by the Members.

There have been no material change in the nature of the business of any of the Company?s Subsidiaries.

Material Subsidiaries

Mastek (UK) Limited, Mastek Enterprise Solutions Private Limited (MESPL) and Mastek Systems Company Limited (formerly known as Evolutionary Systems Company Limited) are ‘Material Subsidiaries? as per the criteria given under Regulation 16 of the SEBI Listing Regulations. Additionally, MetasoftTech LLC, a US entity has also become a Material Subsidiary for the current financial year 2024-25.

As required under Regulation 16 of the SEBI Listing Regulations, the Company has formulated a "Policy for determining Material Subsidiaries" and posted the same on the website of the Company, and can be accessed through the web link at "https://www.mastek.com/ wp-content/uploads/2022/07/Policy-for-determining- Material-Subsidiaries.pdf

As a part of good corporate governance practice and as required under Regulation 24 of the SEBI Listing Regulations, the Company has already appointed an Independent Director on the Board of Mastek (UK) Limited.

MESPL, being the unlisted material subsidiary of the Company, has undergone Secretarial Audit in terms of Regulation 24A of SEBI Listing Regulations and Section 204 of the Companies Act 2013. The Secretarial Audit Report of MESPL forms part of this report and it does not contain any qualification, reservation or adverse remark or disclaimer.

The Company monitors the performance of its Subsidiaries, inter alia, by the following means:

• The Financial Statements and in particular, investments made by the Unlisted Subsidiary Companies are reviewed by the Audit Committee of the Company on a consolidated basis.

• The Minutes of the Board Meetings of the Subsidiary Companies are placed before the Board of the Company.

• The details of any significant transactions and arrangements entered into by the Unlisted Subsidiary Companies are placed before the Board of the Company.

• The identified Senior Managerial Personnel of the Company also in some cases, are appointed as the Directors and Key Managerial Personnel of Subsidiary Companies, and they also apprise on a quarterly basis to the Company?s Board / Committees.

13. Particulars of Related Party Transactions

During the year under review, the Company has not entered into any material transactions with Related Parties (except with its Subsidiaries, which are exempt for the purpose of Section 188(1) of the Act).

As defined under Section 2(76) of the Act, read with Companies (Specification and Definitions Details)

Rules, 2014, all the Related Party Transactions entered into were in the ordinary course of business and are on an arm?s length basis and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There are no materially significant Related Party Transactions made by the Company with its Promoters, Directors or Key Managerial Personnel, etc., which may have potential conflict with the interest of the Company at large.

All transactions with Related Parties are placed before the Audit Committee for its approval. Omnibus approvals are given by the Audit Committee on yearly basis for transactions, which are anticipated and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value, and broad terms and conditions of the transactions. A significant quantum of Related Party Transactions undertaken by the Company is with its Subsidiaries. The said transactions were unanimously approved by the Audit Committee as well as by the Board. There are no materially significant Related Party Transactions that may have potential conflict with the interest of the Company at large.

The details of the Related Party Transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in notes to the Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits on the same date of declaration of its Standalone and Consolidated Financial Results for the half-year, disclosures of Related Party Transactions on a consolidated basis, in the format specified in the relevant Accounting Standards to the Stock Exchanges.

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed as "Annexure 3" to this Report.

14. Particulars of Loans, Guarantees, and Investments

The particulars of Loans, Guarantees given, and Investments made by the Company during the year under review and as covered under the provisions of Section 186 of the Act have been disclosed in the notes to the Financial Statements forming part of the Annual Report. The Company has made investments in subsidiaries and provided Corporate Guarantees / Stand by Letter of Credit and also security / charge / mortgage over its properties as security for loan facilities availed by its Subsidiaries.

Considering the ongoing business requirements, the Company proposes to increase the limits under Section 186 as mentioned in the Notice of the ensuing Annual General Meeting and being placed before the Members for their approval.

15. Board of Directors and Key Managerial Personnel

There have been changes in the composition of the Board of Directors during the year under review. The details of the Board of Directors and the number of meetings held and attended by the Directors have been given in detail in the Report on Corporate Governance, which forms part of this Annual Report.

a. Board?s Composition

The Company has a diverse Board of Directors who believe in good Corporate Governance Practices. The composition of the Board of Directors is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an optimum combination of Non-executive and Independent Directors.

As at March 31, 2024 the Board of Directors of the Company consists of 6 (six) Members, out of which there are 3 (three) Independent Directors, including 1 (one) Woman Director. There are three Non- Executive Directors, out of which two are Promoters.

There was change in the role of Mr. Ashank Desai, from April 1, 2023 as Non-Executive Chairman of the Company and he has relinquished the role of Managing Director of the Company on March 31, 2023.

Appointment/ Re-appointment

Mr. Umang Nahata (DIN: 00323145) was appointed as an Additional Director (Non-Executive) with effect from July 19, 2023. The Members of the Company, at the 41^st Annual General Meeting held on September 21, 2023, approved the appointment of Mr. Umang Nahata a Non- Executive, Nonindependent, New Shareholders? Nominee Director, liable to retire by rotation.

Ms. Marilyn Jones (DIN: 10301799) was appointed as an Additional Director (Non-Executive, Independent) with effect from September 5,

2023. The Members of the Company, by way of a special resolution passed through postal ballot on November 30, 2023, approved the appointment of Ms. Marilyn Jones as a Non- Executive Independent Director, not liable to retire by rotation.

The first term of Mr. Rajeev Kumar Grover (DIN: 00058165), who was appointed as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from January 28, 2020, shall expire on January 27, 2025. Based on the recommendation of the Nomination & Remuneration Committee and performance evaluation, the Board of Directors of the Company, has appointed him for a second term of three years commencing from January 28, 2025, subject to approval of the shareholders.

The necessary resolution for the re-appointment of Mr. Grover is being placed for the approval of the Members at the ensuing Annual General Meeting. A brief profile of Mr. Grover, along with other related information, forms part of the Notice convening the ensuing Annual General Meeting.

In accordance with the provisions of the Act,

Mr. Ketan Mehta (DIN: 00129188), Non-executive / Non-independent Director of the Company, shall retire by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment.

Resignation

During the year under review, Ms. Priti Rao (DIN: 03352049), Independent Director of the Company, submitted her resignation effective May 1, 2023, from the Board of Directors and Board Committees of the Company stating that her term is nearing its end and having assessed her position in light of the Company?s plans for its next growth phase, she has decided to resign.

The Board applauded and wish to place on record that Ms. Priti Rao brought in immense value through her operational expertise and contributed greatly to Mastek during her 12-year stint as Director. Her passion for Social Responsibility and Corporate Governance and her drive to engage organisation in taking the right decisions were the highlights of her association with Mastek.

b. Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended from time to time), the following persons are acting as the Key Managerial Personnel (KMP) of the Company:

1. Mr. Hiral Chandrana - Chief Executive Officer with effect from May 31, 2023

2. Mr. Arun Agarwal - Global Chief Financial Officer

3. Mr. Dinesh Kalani - Sr. Vice President - Group Company Secretary

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the following change occurred in the composition of KMP during the year under review:

The Company has not appointed any Managing Director after Mr. Ashank Desai relinquished his position as Maniging Director on March 31, 2023. However, it has appointed Mr. Hiral Chandrana as the Chief Executive Officer with effect from May 31, 2023.

c. Independent Directors and their Declarations

The definition of ‘Independence? of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Act. The Company has received necessary declarations under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Act. A list of key skills, expertise, and core competencies of the Board of Directors is placed under the Corporate Governance Report, which forms part of this Annual Report. Based on the confirmations / declarations received from the Independent Directors, your Board of Directors confirms that they are independent of management, are persons of integrity, possess relevant expertise and vast experience, and bring an independent judgment on the Board?s discussions (including the proficiency) of the Independent Directors of the Company.

Accordingly, the following Non-Executive Directors are Independent of the Management:

1. Mr. Rajeev Kumar Grover;

2. Mr. Suresh Vaswani; and

3. Ms. Marilyn Jones

None of the Directors of the Company is disqualified from being appointed as Director as specified in Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

As required under Rule 6 of the Companies (Appointment and Qualification of Directors)

Rules, 2014, all the Independent Directors have completed the registration with the Independent Directors Databank and also completed the online proficiency test conducted by the Indian Institute of Corporate Affairs, wherever required.

There has been no change in the circumstances affecting their status as an Independent Directors of the Company.

d. Director liable to retire by Rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and pursuant to the Articles of Association of the Company, Mr. Ketan Mehta (DIN: 00129188) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. In the opinion of the Board, Mr. Mehta possesses the requisite qualifications and experience, and therefore, your directors, based on the recommendation of Nomination and remuneration Committee and Annual Performance Evaluation, recommends the re-appointment of Mr. Ketan Mehta. The necessary resolution for the re-appointment of Mr. Ketan Mehta is being placed for the approval of the Members at the ensuing Annual General Meeting.

A brief profile of Mr. Ketan Mehta, along with other related information, forms part of the Notice convening the ensuing Annual General Meeting.

e. Performance Evaluation of the Board

In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Board of Directors has carried out an Annual Evaluation of the performance of the Board, the Board Committees, Individual Directors, and Chairpersons for the year under review.

Board and Committees functioning was reviewed by an external subject expert and evaluated using a peer review process and based on responses received from Directors and Committee Members, through a structured questionnaire, covering various aspects of the composition and functioning of the Board and its Committees.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Company and its Management. Based on the outcome of the evaluation and assessment- cum- feedback of the Directors, the Board, and the Management have also agreed on some action points, which will be implemented over an agreed time frame.

f. Familiarisation Programme

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The Company has conducted a Familiarisation Programme for the Directors / Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the SEBI Listing Regulations. The details of the training and Familiarisation Programme conducted by the Company are hosted on the Company?s website and can be accessed through the web link https:// www.mastek.com/wp-content/uploads/2024/08/ Induction-and-Familiarisation-Programme-for- Independent-Directors-2024.pdf

g. Code of Conduct and Directors? Appointment and Remuneration

The Company has formulated a "Code of Conduct for Directors". The confirmation of compliance with the same is obtained from all the Board Members on an annual basis. All Board Members have given their confirmation of compliance for the year under review. A declaration duly signed by Chairman is given under the Report on Corporate Governance, which forms part of this Annual Report. The "Code of Conduct for Directors" is also posted on the website of the Company and can be accessed through the weblink https://www.mastek.com/wp-content/ uploads/2022/08/Code-of-Conduct-for-Directors.pdf

The Nomination and Remuneration Committee of the Company formulates the criteria for determining the qualifications, positive attributes, and independence of Directors in terms of its charter. In evaluating the suitability of individual Board Members, the Committee takes into account factors such as educational and professional background, general understanding of the Company?s business dynamics, standing in the profession, personal and professional ethics, integrity and values, willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively. The Committee also assess the independence of Directors at the time of their appointment / re-appointment as per the criteria prescribed under the provisions of the Act and the Rules made thereunder and the SEBI Listing Regulations.

h. Meetings of the Board of Directors

The Board / Committee Meetings are pre-scheduled, and a tentative calendar of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Should the need arise in the case of special and urgent business, the Board?s approval is obtained by way of urgent meeting and/or passing resolutions through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on the Board Meetings.

The Board of Directors met 8 (eight) times during the Financial Year ended March 31, 2024. The details of the Board Meetings and the attendance of the Directors thereat have been provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any 2 (two) meetings did not exceed

120 (one hundred and twenty) days as prescribed under the Act.

During the year under review, the Board accepted all recommendations made by its various Committees.

As per Schedule IV of the Act, Secretarial Standards-1 on Board Meetings and SEBI Listing Regulations, one meeting of the Independent Directors was held during the year under review.

i. Committees of the Board

In terms of the requirements of the Act and the SEBI Listing Regulations, the Board of Directors has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders? Relationship Committee

4. Corporate Social Responsibility Committee, and

5. Risk Management & Governance Committee

The detailed information of the Committees, along with their composition, charter, the number of meetings held, and the attendance thereof during the year under review, have been provided in the Report on Corporate Governance, which forms part of this Annual Report.

j. Company?s Policy on Nomination and Remuneration

The Nomination and Remuneration Committee (‘NRC?) has formulated a Nomination and Remuneration Policy laying out the role of NRC, Policy on Director?s Appointment and Remuneration, including the recommendation of remuneration of the Key Managerial Personnel and Senior Managerial Personnel and the criteria for determining qualifications, positive attributes, and independence of a Director. The policy is hosted on the website of the Company and can be accessed through the weblink https://www. mastek.com/wp-content/uploads/2022/07/ Nomination-Remuneration-Policy-For-Board-of- Directors-Key-Managerial-Personnel.pdf

Some of the salient features of the policy are as follows:

1. To regulate the appointment and remuneration of Directors, Key Managerial Personnel, and Senior Managerial Personnel (Grade 17 & above) and succession planning;

2. To formulate the criteria for Board Membership, including the appropriate mix of Executive and Non-Executive Directors;

3. To identify persons who are qualified to become Directors as per the criteria / skill matrix as formulated by the Board;

4. To ensure the proper composition of the Board of Directors and Board diversity;

5. To ensure that the level and composition of remuneration are reasonable and sufficient to attract, retain and motivate Key Managerial Personnel and Senior Managerial Personnel and their remuneration involves

a balance between fixed and variable pay reflecting short-term and long-term performance objectives appropriate to the Company?s working and its goals.

Additionally, the Board on the recommendation of the NRC, reviews the list of core skills / expertise / competencies required from the Directors, in the context of the Company?s business and sector, for it to function effectively.

Please refer to the Notes to Accounts and Corporate Governance Section for the details on the Remuneration of Directors and Key Managerial Personnel.

k. Particulars of Employees and Related Disclosures

The ratio of remuneration of each Director to the median remuneration of Employees as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 is annexed as "Annexure 4" to this report.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a Statement showing the names and other particulars of the Employees forms part of this report. Having regard to the provisions of the proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company and others entitled thereto. Details of Employees? remuneration as required under aforesaid provisions are available with the Company and shall be sent to Members electronically who request the same by sending an e-mail to the Company at investor grievances@mastek.com from their registered e-mail address.

16. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act, and rules made thereunder, M/s. Walker Chandiok &

Co. LLP, Chartered Accountants (ICAI Firm Registration Number 001076N / N500013) were re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from the conclusion of the 40^th Annual General Meeting, have given their consent for re-appointment as Statutory Auditors for the second term of 5 (five) consecutive years from the Financial Year 2022-23 onwards until the conclusion of the 45^th Annual General Meeting, to be held in the Year 2027.

M/s. Walker Chandiok & Co. LLP have confirmed their eligibility and given their consent under Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014 for their continuance as the Statutory Auditors of the Company for the Financial Year 2024-2025. In terms of the SEBI Listing Regulations, the Auditors have also confirmed that they subject themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Report of Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2023-24, which forms part of this Annual Report. The reports are self-explanatory and there were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Auditors in the Audit Reports issued by them that calls for any explanation from the Board of Directors, and they also did not report any incident of fraud to the Audit Committee of the Company during the year under review.

17. Secretarial Auditors and their Report

Pursuant to Section 204 of the Act and Rules made thereunder, P. Mehta & Associates, Practicing Company Secretaries, represented by Mr. Prashant Mehta were appointed as Secretarial Auditors of the Company for the Financial Year 2023-24 to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The Secretarial Audit Report issued by Secretarial Auditors for the Financial Year ended March 31, 2024, is annexed as "Annexure 5" to this report.

There were no qualifications or observations, adverse remarks or disclaimer of the Secretarial Auditors in the report issued by them for the Financial Year ended March 31, 2024, and hence, no explanation was required from the Board of Directors. The said report is self-explanatory and does not call for further comments, except fines paid to the Stock Exchanges for delay in appointing the Directors to meet the requirement of the minimum number of Board Member and consequently, delay in re-constitution of the

Committees. It may be noted that the same has been complied with subsequently.

P. Mehta & Associates, Practicing Company Secretaries, have been re-appointed to conduct the Secretarial Audit of the Company for the Financial Year 2024-25. They have confirmed that they are eligible for the said re-appointment.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Company?s material Indian subsidiary has undergone Secretarial Audit. Copy of Secretarial Audit Report of Mastek Enterprise Solutions Private Limited (Formerly known as Trans American Information Systems Private Limited), Indian Material Subsidiary forms part of this report and annexed as "Annexure 5 A". The Secretarial Audit Report of the material subsidiary does not contain any qualification, reservation, adverse remark or disclaimer.

18. Risk Management

Risk Management is an integral and important component of Corporate Governance. The Company has developed and implemented a comprehensive Risk Management Framework, including Cyber security and ESG for the identification, assessment and monitoring of key risks that could negatively impact the Company?s goals and objectives. This framework is periodically reviewed and enhanced under the oversight of the Risk Management & Governance Committee of the Board as well as by the Board of Directors of the Company. The Audit Committee of the Board has additional oversight in the area of financial risks and controls.

Mastek is committed to continually strengthen its Risk Management capabilities in order to protect the interests of stakeholders and enhance shareholder value. The detailed information pertaining to Risk Management is given elsewhere in the profile pages in this Report, which forms part of this Annual Report.

19. Internal Control Systems

Adequacy of Internal Financial Controls

The Company believes that internal control is a necessary prerequisite of governance and that freedom should be exercised within a framework of checks and balances. The Company has a well-established internal control framework, which is designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls. The management ensures an effective internal control environment commensurate with the size and complexity of the business, which assures compliance with internal policies, applicable laws, regulations and protection of resources and assets.

Mastek Group has a presence across multiple geographies, and a large number of employees, suppliers and other partners collaborate to provide solutions to customer needs. Robust internal controls and scalable processes are imperative to manage the

global scale of operations. The Management has laid down internal financial controls to be followed by the Company/Group. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Internal Audit

An independent and empowered Internal Audit Firm at the corporate level carries out risk focused audits across all businesses (both in India and overseas) to ensure that business process controls are adequate and are functioning effectively. These audits include reviewing finance, operations, safeguarding of assets, and compliance-related controls. Areas requiring specialised knowledge are reviewed in partnership with external subject matter experts.

The Internal Audit functioning is governed by the scope of audit duly approved by the Audit Committee of the Board, which stipulates matters contributing to the proper and effective conduct of the audit. As the business expanded with new acquisitions, the scope has been widened to include the internal control framework of the new entities. The corporate-level process controls, including the ERP framework and operating processes, are constantly monitored for effectiveness during such Audits.

The Company?s senior management closely monitors the internal control environment and ensures that the recommendations of the Internal Auditors are effectively implemented. The Audit Committee periodically reviews key findings and provides strategic guidance. Internal Auditors report directly to the Audit Committee.

20. Human Resources

A key area of focus for the Company is to create a performance-driven workforce while ensuring the health and well-being of employees and their families. Many policies and benefits were implemented to maximise employee engagement and welfare.

Mastek also continues to endeavor to create a work environment that is collaborative, encourages learning, and is growth- oriented to enable employees to perform at their full potential. Mastek believes in an open and transparent work culture that places adequate emphasis on Mastekeers work experience, feedback, and suggestions. Mastek organises regular engagement activities including interactions of employees with Executive leaders in the organisation through various forums. In addition, forums such as regular org-wide and function level connects, and Quarterly Meets, and meetings provide opportunities for Mastekeers interaction with the management.

As of March 31, 2024, Mastek Group had a total headcount of 5,539. Mastek Group continues to focus on attracting new talent and helping them to acquire new skills, explore new roles, and realise their potential by providing training and retaining top talent.

21. Management of Equality, Risks of Fraud,

Corruption, and Unethical Business Practices

• Equal opportunity employer

The Company has always provided a congenial atmosphere for work, free from discrimination and harassment (including but not limited to sexual harassment). It has also provided equal opportunities for employment to all irrespective of their personal background, ethnicity, religion, marital status, sexual orientation, or gender.

• Code for Prevention of Insider Trading Practices

The Company has adopted the "Code of Internal Procedures and Conduct for regulating, monitoring and reporting of trading by Insiders" in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 to regulate, monitor and report trading by its Designated Person(s) / and other connected person(s). Further, for effective implementation of the Code, the Company has put in place the policy containing the penalty framework and the internal guidelines on violation of the said Code.

The Company?s "Code of practices and procedures for fair disclosure of unpublished price-sensitive information" is available on the Company?s website and can be accessed through the web link https://www.mastek.com/wp-content/ uploads/2024/07/Code-of-Practices-and- Procedures-for-Fair-Disclosure-of-Unpublished- Price-Sensitive-Information.pdf

• Establishment of Vigil Mechanism (WhistleBlower Policy)

The Vigil Mechanism as envisaged under the Act, the Rules prescribed thereunder, and the SEBI Listing Regulations are implemented through the Company?s Whistle-Blower Policy which establishes a formal vigil mechanism for the Directors, Mastekeers, and Stakeholders and provides a mechanism for reporting concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct and Ethics. It also provides adequate safeguards against the victimisation of the complainant who avails the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Whistle Blower Policy / Vigil Mechanism is placed on the website of the Company and can

be accessed through the weblink https://www.

mastek.com/wp-content/uploads/2022/07/Group-

Whistle-Blower-Policv.pdf

• Anti-Bribery and Corruption Policy

In furtherance of the Company?s Philosophy of conducting business in an honest, transparent, and ethical manner, the Board has laid down the ‘Anti-Bribery and Corruption Policy? as part of the Company?s Code of Business Conduct and Ethics. Our Company has zero tolerance for bribery and corruption and is committed to acting professionally and fairly in all its business dealings. Awareness of the policy is ensured through mandatory online training and understanding is confirmed through a test that has a minimum threshold for passing and generating a certificate of successful completion.

22. Disclosures as per the Sexual Harassment of Women at the Workplace (Prevention, Prohibition, and Redressal) Act, 2013

The Company has zero-tolerance for sexual harassment in the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has complied with provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All women employees, whether permanent, temporary, or contractual, are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. Periodic sessions were also conducted to apprise employees and build awareness of the subject matter. Our key focus is to create a safe, respectful, and inclusive workplace that fosters professional growth for each employee.

Your Company has constituted an Internal Committee (IC) to consider and resolve all sexual harassment complaints if any, reported by women. The IC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience. Investigations are conducted, and decisions are made by the IC at the respective locations, and a senior woman employee is a presiding officer over every case. More than half of the total members of the IC are women. The role of the IC is not restricted to the mere redressal of complaints but also encompasses the training, awareness, prevention and prohibition of sexual harassment. In the last few years, the IC has worked extensively on creating awareness of the relevance of sexual harassment issues in the new normal, by using new and

innovative measures to help employees understand the forms of sexual harassment while working remotely.

During the year under review, no complaint with allegations of sexual harassment was filed, and there was no complaint or pending investigations at the end of the year.

23. Corporate Social Responsibility (CSR) Activities / Initiatives

Mastek has been an early adopter of CSR initiatives. Mastek Foundation is the CSR wing of the Company. Founded in 2002, the mission of Mastek Foundation is Informed Giving, Responsible Receiving. The institution seeks to inspire Company employees by creating awareness among them to give back to the community through mediums such as volunteering and giving opportunities. The Foundation also supports NonGovernmental Organisations (NGOs) to scale and build their capabilities through the core skill of Information Technology. Hence, the Mastek Foundation has 3 (three) clearly defined pillars: GIVE, ENGAGE, and BUILD.

The disclosures of CSR activities, required to be given under Section 135 of the Act, read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, are annexed as "Annexure 6" to this report.

The CSR Policy of the Company is posted on the website of the Company and can be accessed through the weblink https://www.mastek.com/wp-content/ uploads/2022/07/Corporate-Social-Responsibility- Policy-2022.pdf

24. Business Responsibility and Sustainability Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the Financial Year ended March 31, 2024 is given elsewhere and forms part of the Annual Report. The Company continues to execute strong ESG proposition by working with all relevant stakeholders as well as in its own operations.

25. Corporate Governance Practices

The Company has a rich legacy of ethical governance practices and follows sound Corporate Governance practices with a view to bringing transparency to its operations and maximising shareholder value. The Company continues to maintain high standards of Corporate Governance, which has been fundamental to and is an integral principle of the business of your Company since its inception. Your Directors reaffirm their continued commitment to good corporate governance practices. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

26. Annual Return

As required under the provisions of Sections 134(3)

(a) and 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return in Form No.

MGT-7 (of Financial Year 2023-2024) has been made available on the website of the Company and can be accessed through the weblink: https://www.mastek. com/investor-information/.

27. Compliance with Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India in terms of Section 118(10) of the Act.

28. Directors & Officers Insurance Coverage

The Company has sufficiently insured itself under various Insurance policies to mitigate risks arising from third- party or customer claims, property, casualty, etc. The Company also has in place an insurance policy for its "Directors & Officers" with a quantum and coverage as approved by the Board. The policy complies with the requirements of Regulation 25(10) of the SEBI Listing Regulations.

29. Details of Conservation of Energy and Technology Absorption and Foreign Exchange Earnings and Outgo

(A) Conservation of energy

Mastek delivers value and upholds the trust of not only its customers but also of its stakeholders including its employees, its suppliers and partners, the society it has impact on and the shareholders who invest in the Company. The ESG roadmap is aimed to lay out the actions that Mastek will take and execute to achieve its sustainability objectives going beyond the minimum disclosure requirements and regulatory compliance.

(i) Steps taken or impact on conservation of energy:

Mastek, being an IT/ITES Company, has focused on reducing energy consumption across all its offices.

The Company initiated an action plan 8 years ago, implemented in phases, to achieve energy savings.

Steps included:

• Surveying electrical infrastructure to understand energy use breakdown.

• Identifying challenges and implementing smarter solutions, processes, and system upgrades.

• Monitoring and measuring energy consumption to track progress.

(ii) Specific Action Plan:

• Switching to HT express electricity feeders where feasible to reduce power shutdowns.

• Implementing practices such as shutting down lights and ACs after working hours.

• Regular maintenance of electrical supply systems to minimize breakdowns and reduce diesel consumption.

• Upgrading to energy-efficient systems for HVAC, UPS, and data centers.

• Replacing CFL lights with LED lights.

• Installing solar water heaters for cafeteria use.

(iii) Utilization of Alternate Sources of Energy:

• New offices are located in LEED or Energy certified buildings.

• Existing offices are being refurbished to meet LEED standards.

• Initiating carbon offsetting to compensate for greenhouse gas emissions from UK offices, with plans for global implementation.

• Openness to adopting renewable energy sources like solar and wind power wherever feasible.

(iv) Capital Investment:

Mastek has invested approximately INR 5 Crores in energy conservation initiatives across its offices upto the Financial Year 2023-2024.

(B) Technology absorption

Mastek continues to invest in digital technologies to support business growth and enhance operational efficiencies and customer experiences.

Recent initiatives include:

• Implementation of a procure-to-pay platform for procurement and billing processes.

• Adoption of a Travel and Expense management platform for managing travel booking

and expenses.

• Implementation of Environment, Social, Governance digital dashboard for managing ESG parameters.

(C) Foreign exchange earnings and outgo

Total Foreign Exchange used and earned by the Company are as follows:

30. Environmental, Social and Governance (ESG)

For over 42 years, Mastek has been at the forefront in providing technology solutions to address complex public system challenges. During this time, Mastek has consistently delivered substantial value to its shareholders while dedicating a portion of its profits to societal betterment. Whether addressing customer needs, supporting its employees, or engaging with third parties and the supply chain, sustainability has always been a fundamental consideration in Mastek's decisionmaking process.

In FY24 Mastek added 7 more goals to its Sustainability Framework, aligned with 12 of the United Nations' Sustainable Development Goals: No Poverty (SDG 1), Zero Hunger (SDG 2), Good Health and WellBeing (SDG 3), Quality Education (SDG 4), Gender Equality (SDG 5), Clean Water and Sanitation (SDG 6), Affordable and Clean Energy (SDG 7), Decent Work and Economic Growth (SDG 8), Reduced Inequalities (SDG 10), Sustainable Cities and Communities (SDG 11), Responsible Consumption and Production (SDG 12), and Climate Action (SDG 13).

Since its listing in 1993, Mastek has been distinguished by board independence, governance, ethical business practices, and shareholder transparency. The Company has maintained a record of zero data breaches and consistently creates high shareholder value. Additionally, Mastek's subsidiary boards are empowered and include local independent directors.

Mastek's commitment to social responsibility is embodied in the Mastek Foundation, established over two decades ago with the guiding principle of "Informed Giving, Responsible Receiving." Founded in 2002, a decade before the term CSR was widely recognized, the Mastek Foundation has made significant strides in social impact. In FY24 alone, the foundation has touched the lives of 133,060 beneficiaries, supported 250 animals and birds, and partnered with 16 charities across five states in India through various projects. A notable initiative among others is the "Gratitude Is Attitude" event, where employees have the opportunity to volunteer with and contribute to charities that support various causes. Under Social Value in the UK, Mastek supports a number of bootcamps, multiple events for disadvantaged individuals to help them in various ways, including a CV workshop, recruitment, or a discovery day at the offices. Carbon Net-Zero Emissions assessment and benchmarking were undertaken for the UK office. Mastek is committed to being Net Zero by 2035 in the UK and is already offsetting 100% of carbon emissions in the UK as of December 2023.

Mastek is dedicated to reducing waste and optimizing water and energy use as part of its environmental responsibility. Its offices in India are accredited with ISO 14001 and ISO 45001. Significant reductions have been achieved in electricity consumption, total GHG emissions, and water usage. Mastek continues

to enhance its environmental initiatives and engage employees through its partnership with One Tree Planted, the official partner of the United Nations Decade on Ecosystem Restoration. In January 2024, Mastek registered as a participating company under the United Nations Global Compact, committing to its Ten Principles covering Human Rights, Labor, Environment, and Anti-Corruption.

31. Other Disclosures

No disclosure or reporting was made with respect to the following items, as there were no transactions during the year under review:

• The Company does not have any scheme or provision of money for the purchase of its own shares by trustees for employee benefit.

• The Company is not required to maintain cost records as per Section 148 of the Act.

• There was no buyback of shares during the year under review.

• The Company has not accepted any deposits from the public under the provisions of the Act and the rules framed thereunder.

• The Company has not failed to implement any corporate action during the year under review.

• The Company?s securities were not suspended during the year under review.

• The Company has not issued equity shares with differential rights as to dividend, voting, or otherwise.

• There was no revision of financial statements and the Board?s Report of the Company during the year under review requiring shareholders approval.

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of the application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

• There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations and legal compliances. However, Members? attention is drawn to the statement on liabilities and commitment in the Notes forming part of the Financial Statements.

• The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

32. Amendment to the Articles of Association

The Board of Directors of the Company, at their meeting held on March 21, 2023, approved the amendments to the Articles of Association approving the additional clause on the appointment of two Promoter Directors

and also agreed to incorporate the relevant amended provisions of the Shareholders? Agreement, which was modified and executed between the Company, its Promoters, and New Shareholders. Accordingly, the Company proposed the amendments to the Articles of Association of the Company as a consequence of the amendment of the Shareholders? Agreement and also added an article stating the appointment of Two Promoter Directors in terms of the Articles of Association of the Company, through the Postal Ballot. The Shareholders approved the above amendments to the Articles of Association on April 28, 2023 by majority.

The Authorised Share capital of the Company also stands amended in terms of the Order of the Hon' ble National Company Law Tribunal, Ahmedabad Bench dated May 17, 2024 approving the Amalgamation of Meta Soft Tech Systems Private Limited with the Company. Accordingly, the Authorised Share Capital has been increased from ' 400,000,000/- (Rupees Forty Crore) to ' 40,75,00,000/- (Rupees Forty Crore Seventy- Five Lakhs Only), divided into 4,15,00,000 (Four Crores Fifteen Lakhs) Equity Shares of ' 5/- (Rupees Five Only) each and 20,00,000 (Twenty Lakhs) Preference Shares of ' 100/- (Rupees One Hundred Only) each.

33. Directors? Responsibility Statement

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, audits and reviews are performed by the Internal, Statutory, and Secretarial Auditors, and the reviews are undertaken by the Management and the Audit Committee, the Board is of the opinion that the Company?s Internal Financial Controls have been adequate and effective during the year under review.

In terms of Section 134(3)(c) of the Act, your Directors would like to make the following statements to the Members, to the best of their knowledge and belief and according to the information and representations obtained by the Management:

(a) that in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(b) that such Accounting Policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently, and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company

as at March 31, 2024, and of the profits of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the Annual Financial Statements have been prepared on a going concern basis;

(e) that proper Internal Financial Controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. Industry Recognition:

During the year under review, your Company, subsidiaries and its officials received awards and felicitations conferred by reputable Organisations. The detailed updates on the same is included elsewhere in the profile pages of Annual Report.

35. Acknowledgements

Your Directors thank all the customers, associates, vendors, investors, and bankers across the globe, for their continued support during the year under review. Your Directors place on record their sincere appreciation for the enthusiasm and the commitment for the growth and also the contribution made by the employees at all levels. The Company?s consistent growth was made possible by their hard work, solidarity, co-operation, and support.

Your Directors are grateful to the Investors for their continued support, trust, patronage and confidence in the Company over last more than 4 (four) decades. Your directors would like to make a special mention of the support extended by the various Departments of the Central and State Governments, particularly the Software Technology Parks of India, Development Commissioners - SEZ, the Department of Communication and Information Technology, the Direct and Indirect Tax Authorities, the Ministry of Commerce, the Reserve Bank of India, Ministry of Corporate Affairs / Registrar of Companies, Securities and Exchange Board of India, the Stock Exchanges and others and look forward to their continued support in all future endeavors.

With continuous learning, the skill upgradation and technology development, Company will continue to provide world class professionalism and services.

Your Directors look forward to the long-term future with confidence.