Mastek Ltd Directors Report

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 43^rd 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, 2025.

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 (herein after referred to as "SEBI Listing Regulations"), this report covers the financial results and other developments during the Financial Year ended March 31, 2025.

1. Financial Results

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2025, as compared to the previous Financial Year are summarised below:

	Consolidated		Standalone
Summarised Profit and Loss	Financial Year 2024-25	Financial Year 2023-24	Financial Year 2024-25	Financial Year 2023-24
Revenue from operations	3,45,523	3,05,479	48,629	43,424
Other income	2,228	1,601	7,335	7,225
Total Income	3,47,751	3,07,080	55,964	50,649
Expenses	2,90,878	2,54,612	40,260	36,484
Depreciation and amortisation expenses	7,512	8,991	1,374	1,350
Finance costs	4,206	4,447	394	109
Exceptional items (loss) / gain	761	(411)	-	-
Profit Before Tax	45,916	38,619	13,936	12,706
Tax expense	8,323	7,522	1,878	685
Profit After Tax	37,593	31,097	12,058	12,021
Other Comprehensive Income	4,826	2,080	(788)	(733)
Total Comprehensive Income	42,419	33,177	11,270	11,288
Attributable to Equity Holders	42,419	33,177	11,270	11,288
Dividend	(7,111)	(5,824)	(7,111)	(5,824)
EPS (in Rs.):
Basic	121.78	98.01	39.06	39.23
Diluted	120.65	97.25	38.70	38.93

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 Rs. 3,45,523 lakhs for the year ended March 31, 2025 (as compared to Rs. 3,05,479 lakhs in the previous year ended March 31, 2024), which is an increase of 13.1%. The Mastek Group registered a Net Profit of Rs. 37,593 lakhs for the year ended March 31, 2025 (as compared to Rs. 31,097 lakhs in the previous year ended March 31, 2024), thereby registering an increase of 20.9%. 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 Rs. 48,629 lakhs for the year ended March 31, 2025 (as compared to Rs. 43,424 lakhs in the previous year ended March 31, 2024). The Company also made a Net profit of Rs. 12,058 lakhs for the year ended March 31, 2025 (as compared to a Net Profit of Rs. 12,021 lakhs in the previous year ended March 31, 2024). 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.

• Break-up of the Operating Revenue by Geographies

Geographies	Year ended March 31, 2025		Year ended March 31, 2024
	Rs. in lakhs	% of Revenue	Rs. in lakhs	% of Revenue
UKI & Europe	1,98,052	57.3	1,73,949	56.9
North America	93,285	27.0	82,936	27.2
AMEA	54,186	15.7	48,594	15.9
Total	3,45,523	100.0	3,05,479	100.0

The UKI & Europe Geography operations contributed Rs. 1,98,052 lakhs to total Operating Revenue for the year ended March 31, 2025 (as compared to Rs. 1,73,949 lakhs in the previous year ended March 31, 2024), resulting in a growth of 13.9%.

The North America Geography operations contributed Rs. 93,285 lakhs to total Operating Revenue for the year ended March 31, 2025 (as compared to Rs. 82,936 lakhs in the previous year ended March 31, 2024), resulting in a growth of 12.5%.

The AMEA operations contributed Rs. 54,186 lakhs to total Operating Revenue for the year ended March 31, 2025 (as compared to Rs. 48,594 lakhs in the previous year ended March 31, 2024), resulting in a growth of 11.5%.

• Break-up of the Revenue by Service Lines

Service Lines	Year ended March 31, 2025		Year ended March 31, 2024
	Rs. in lakhs	% of Revenue	Rs. in lakhs	% of Revenue
Digital & Application Engineering	1,60,534	46.5	1,35,287	44.3
Oracle Cloud & Enterprise Apps	1,08,134	31.3	94,454	30.9
Digital Commerce & Experience	44,960	13.0	53,608	17.6
Data, Automation, and AI	31,895	9.2	22,130	7.2
Total	3,45,523	100.0	3,05,479	100.00

• Break-up of the Revenue by Customer Segments

Customer Segments	Year ended March 31, 2025		Year ended March 31, 2024
	Rs. in lakhs	% of Revenue	Rs. in lakhs	% of Revenue
Government & Education	1,39,851	40.5	1,36,549	44.7
Health & Life sciences	70,331	20.4	48,571	15.9
Manufacturing & Technology	47,426	13.7	40,323	13.2
Retail Consumers	46,345	13.4	41,240	13.5
Financial Services	41,570	12.0	38,796	12.7
Total	3,45,523	100.0	3,05,479	100.00

• 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 Act, read with the rules thereunder.

Profitability

Profit for the year grew 21% Y-o-Y owing to the

following reasons:

• Growth was supported by higher revenues, improved cost efficiencies and optimal resource utilization;

• Exceptional gains arising from the reversal of excess provisions for contingent consideration related to the North America operations, partially offset by

• Impairment of goodwill and other intangibles associated with the Taistech business and ECL provisions, and

• An increase in talent costs, driven by strong demand for niche and skilled professionals.

3. Scheme of Arrangement

(a) Completion of Amalgamation of Meta Soft Tech Systems Private Limited with the Company

As the Members are aware, 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 Honble 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 have been issued and allotted. Further, the Authorised Share Capital of the Transferor Company of Rs. 75 Lakhs, stands transferred to the Transferee Companys Authorised Share Capital.

(b) Update on the Amalgamation of Mastek Enterprise Solutions Private Limited with the Company

The Board of Directors of the Company at its meeting held on September 26, 2024, approved the Scheme of Arrangement in the nature of amalgamation of Mastek Enterprise Solutions Private Limited, a wholly-owned subsidiary (Transferor Company) with the Company (Transferee Company).

The Scheme of Arrangement along with relevant documents were filed with Honble NCLT, Ahmedabad Bench on September 30, 2024 and the Order has been reserved at the last hearing held on April 17, 2025.

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.

4. 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.

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

5. Transfer to General Reserves

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

6. 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-Policy.pdf

Interim Dividend

The Board of Directors at its meeting held on January 16, 2025, declared an Interim Dividend at the rate of 140% i.e., Rs. 7 per equity share (on the face value of Rs. 5 per equity share). The above dividend was paid to the Members on February 7, 2025. 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 320%, i.e., Rs. 16 per equity share (on the face value of Rs. 5 per equity share) for the Financial Year ended March 31, 2025, 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 Record Date mentioned in the Notice convening the 43^rd Annual General Meeting.

The total dividend for the Financial Year ended March 31, 2025, including the proposed Final Dividend, amounts to Rs. 23 per equity share (on the face value of Rs. 5 per equity share) or 460% (previous year Rs. 19 per share or 380%).

7. 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 Final Dividend for the Financial Year 2016-17 amounting to Rs. 4,00,063/- and the Interim Dividend for the Financial Year 2017-18 amounting to Rs. 2,61,148/- 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 4,228 and 732 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

2017-18 to IEPF Authority shortly, including the underlying equity shares on the said 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.

8. 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.

9. Employee Stock Option Plans

A. The Company has 2 (two) ongoing Employee Stock Option Plans ("ESOPs") at present, viz ESOP Plan VI and ESOP Plan VII. The Members approved the ESOP Plan VI at the Annual General Meeting held on October 1, 2010, and approved the ESOP Plan VII at the Annual General Meeting held on July 17, 2013, for issuance

of the Employee Stock Options ("Options") to the identified employees of the Company.

During Financial Year 2024-25, the Nomination and Remuneration Committee approved the closure of ESOP Plan V effective July 1, 2024. This Plan has been in existence for the last 15 years and neither any vested and exercised options were pending for allotment of shares to the employees nor it affects any employees rights/Companys obligations. Plans I to IV, have already been closed by the Company.

B. The Nomination and Remuneration Committee of the Company, inter alia, administers and monitors ESOP Schemes, 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 85,220 Options to its identified employees.

The Certificate from M/s. P. Mehta & Associates, Secretarial Auditors, confirming the compliance of ESOP Schemes with the provisions of the Act and SEBI SBEB Regulations, has been obtained and shall be available for inspection by the Members.

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, 2025, are annexed as "Annexure 1" to this report.

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

During the year, the Company issued and allotted 95,583 equity shares of the face value of Rs. 5 each for a total nominal value of Rs. 4,77,915/- under Employee Stock Option Plans VI and VII to the employees who exercised their vested Employee Stock Options. 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 increased by Rs. 75,00,000/- divided into 15,00,000 Equity Shares of Rs. 5 each.

The movement of Share Capital due to allotment under ESOP Plans during the year under review was as under:

Particulars	No. of shares issued and allotted	Cumulative outstanding No. of shares	Cumulative outstanding Total share capital (in Rs.)
Share Capital at the beginning of the year, i.e. as on April 1, 2024	-	3,08,44,311	15,42,21,555
Allotment of Shares:
1. May 24, 2024	7,580	3,08,51,891	15,42,59,455
2. July 12, 2024	5,272	3,08,57,163	15,42,85,815
3. September 4, 2024	12,097	3,08,69,260	15,43,46,300
4. October 9, 2024	3,510	3,08,72,770	15,43,63,850
5. November 22, 2024	4,749	3,08,77,519	15,43,87,595
6. January 9, 2025	2,915	3,08,80,434	15,44,02,170
7. March 13, 2025	59,460	3,09,39,894	15,46,99,470
Share capital at the of the year, i.e. as on March 31, 2025		3,09,39,894	15,46,99,470

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 said Exchanges, where the equity shares of the Company are listed.

11. Subsidiaries, Material Subsidiaries and Major Developments therein

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

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 2024-25, 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 has been no material change in the nature of the business of any of the Companys Subsidiaries. However, during the year under review, Evosys Kuwait WLL, a step- down subsidiary of the Company, initiated the process for voluntarily winding up under the applicable local laws in Kuwait.

Material Subsidiaries

Mastek (UK) Limited, Mastek Enterprise Solutions Private Limited (MESPL), Mastek Systems Company Limited (formerly known as Evolutionary Systems Company Limited) and Metasofttech Solutions LLC are Material Subsidiaries as per the criteria given under Regulation 16 of the SEBI Listing Regulations and.

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 per the criteria given 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 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 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 Companys Board / Committees.

12. Particulars of Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same can be accessed on the Companys website at https:// www.mastek.com/wp-content/uploads/2022/09/ RelatedPartyTransactionsPolicy.pdf.

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 arms length basis and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

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 with its Promoters, Directors or Key Managerial Personnel, etc. 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 submitted 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.

13. 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 wholly-owned 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.

14. Board of Directors Key Managerial Personnel and Senior Management

There have been no major changes in the composition of the Board of Directors during the year under review, except that Mr. Umang Nahata has been appointed as a Wholetime Director & Chief Executive Officer w.e.f. August 10, 2024. 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. Boards Composition

The Company has a diverse Board of Directors who believes 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 Executive, Non Executive and Independent Directors.

As at March 31, 2025 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 two Non Executive Promoter Directors and one Whole-Time Director in the designation of Chief Executive Officer.

Appointment/ Re-appointment

Mr. Umang Nahata was appointed as a Whole-Time Director designated as CEO - Mastek Group with effect from August 10, 2024 and his appointment was approved by the Members of the Company

on November 28, 2024 for a tenure of one year without any managerial remuneration. He was again appointed as a Whole-Time Director in the designation of Chief Executive Officer with effect from January 16, 2025 for a tenure of three years on remuneration, which was also approved by the Members of the Company on March 15, 2025.

In accordance with the provisions of the Act,

Mr. Ashank Desai, shall retire by rotation at the ensuing Annual General Meeting, and being eligible has offered himself for re-appointment. It may also be noted that a special resolution is also included in the Notice of the Annual General Meeting to seek the approval of the Members for the continuation of Mr. Ashank Desai as a Director beyond his attaining the age of seventy five years.

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 as on March 31, 2025:

1. Mr. Umang Nahata - Whole-Time Director in the designation of Chief Executive Officer with effect from August 10, 2024

2. Mr. Dinesh Kalani - Sr. Vice President - Group Company Secretary & Compliance Officer.

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

1. Mr. Hiral Chandrana, Chief Executive Officer of the Company resigned with effect from September 3, 2024.

2. Mr. Arun Agarwal, Global Chief Financial Officer of the Company resigned with effect from January 29, 2025.

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 to 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 the management, are persons of integrity, possess relevant expertise and vast experience, and bring an independent judgment on the Boards discussions (including the proficiency).

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 are 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 Director 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. Ashank Desai (DIN: 00017767) is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment. In the opinion of the Board, Mr. Ashank Desai 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. Ashank Desai. Additionally, the resolutions for the re-appointment of Mr. Ashank Desai and his continuation as a Director beyond attaining the age of seventy five years are also being placed for the approval of the Members at the ensuing Annual General Meeting.

A brief profile of Mr. Ashank Desai, 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.

The functioning of the Board and Committees 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 encouraged to familiarise 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 specified in Regulation 25(7) of the SEBI Listing Regulations. The details of the training and Familiarisation Programme conducted by the Company is hosted on the Companys website and can be accessed through the web link https:// www.mastek.com/wp-content/uploads/2025/06/ Induction-and-Familiarisation-Programme-for- Independent-Directors-2025.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 Companys 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 assesses 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 Boards 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 7 (seven) times during the Financial Year ended March 31, 2025. 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.

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

As per Schedule IV to the Act, Secretarial Standards 1 on Board Meetings and SEBI Listing Regulations, three meetings of the Independent Directors were 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. Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) has formulated a Nomination and Remuneration Policy laying out the role of Nomination and Remuneration Committee, Policy on Directors 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 Companys 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 Companys business and sector, for it to function effectively.

Please refer to the Notes to Accounts and Corporate Governance Section for the details on the Policy and 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.

15. 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 202223 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 2025-26. In terms of the SEBI Listing Regulations, the Auditors have also confirmed that they have subjected 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.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2024-25, 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.

16. 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 2024-25 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, 2025, 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, 2025, and hence, no explanation was required from the Board of Directors.

Pursuant to new Regulation 24A of the SEBI Listing Regulations, requisite resolution has been included in the Notice of the ensuing Annual General Meeting of the Company to seek approval of the Members for appointment of M./s. P. Mehta & Associates, Practicing Company Secretaries, as Secretarial Auditors, for a term of 5 (five) consecutive years from FY 2025-26 till FY 2029-30.

They have confirmed that they are eligible for the said appointment. They have also confirmed that they are Peer Reviewed Company Secretary and have not incurred any of the disqualifications as specified by the Securities and Exchange Board of India and/or the Institute of Company Secretaries of India.

The Company is in compliance with Regulation 24A of the Listing Regulations. The Companys 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.

17. 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 Companys 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.

18. 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 Companys 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 cyber security, quality controls, finance, operations, safeguarding of assets, and compliance related process and 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 Companys 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.

19. 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, Virtual Quarterly Meets, and meetings provide opportunities for Mastekeers interaction with the management.

As of March 31, 2025, Mastek Group had a total headcount of 5,058. 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.

20. 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 for effective compliance of the said Code.

The Companys "Code of practices and procedures for fair disclosure of unpublished price sensitive information" is available on the Companys website and can be accessed through the web link https://www.mastek.com/wp- content/uploads/2024/10/V1-Code-of-Conduct-for- Prevention-of-Insider-Trading.pdf

• Establishment of Vigil Mechanism (Whistle Blower Policy)

The Vigil Mechanism as envisaged under the Act, the Rules prescribed thereunder, and the SEBI Listing Regulations are implemented through the Companys 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-Policy.pdf

• Anti-Bribery and Corruption Policy

In furtherance of the Companys 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 Companys 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 an assessment that has a minimum threshold for passing and generating a certificate of successful completion.

21. 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. The 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 member from NGO 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.

22. 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 Non Governmental 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

23. 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, 2025 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.

24. 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 a Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

25. 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 prescribed Form No. MGT-7 (of Financial Year 2024-25) has been made available on the website of the Company and can be accessed through the weblink: https://www.mastek.com/investorinformation/.

26. 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.

27. 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.

28. 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, 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 9 years ago, implemented in phases, to achieve energy savings. Steps included:

• Surveying Electrical Infrastructure: A

detailed understanding of energy use breakdown across their offices.

• Identifying Challenges and Implementing Smarter Solutions: Focused on process improvements, system upgrades, and efficient energy usage.

• Monitoring and Measuring Energy Consumption: Constantly tracking energy use to ensure progress towards goals.

(ii) Specific Action Plan:

• Switching to HT Express Electricity Feeders:

Feasible areas were upgraded to reduce power shutdowns.

• Energy-Efficient Practices: Implemented practices such as switching off lights and ACs after working hours to minimize energy consumption.

• Regular Maintenance: Ensured electrical systems are well-maintained, reducing breakdowns and minimizing diesel consumption during power outages.

• Upgrading to Energy-Efficient Systems:

HVAC, UPS, and data centers have been upgraded to more energy-efficient systems.

• Replacing CFL Lights with LED Lights: A

significant energy-saving measure, as LEDs are more efficient and longer-lasting.

• Solar Water Heaters: Installed in cafeterias to reduce dependency on electricity for water heating.

(iii) Utilization of Alternate Sources of Energy:

• LEED/Energy-Certified Buildings: New

offices based on feasibility are located in buildings that are LEED or energy-certified, ensuring minimal environmental impact.

• Refurbishing Existing Offices: Older offices are being upgraded to meet LEED standards, further improving their sustainability.

• Carbon Offsetting: The Company is offsetting greenhouse gas emissions from its UK offices, with plans for global implementation.

• Renewable Energy Sources: The Company is evaluating alternate source of energy such as solar and wind power wherever feasible.

(iv) Capital Investment:

Mastek has invested approximately Rs. 6 Crores

in energy conservation initiatives across its

offices upto the Financial Year 2024-25.

(B) Technology absorption

• Mastek continues to invest in digital technologies to support business growth and enhance operational efficiencies and customer experiences, all while enhancing customer experience.

Recent initiatives include:

• Procure-to-Pay Platform: This platform has streamlined procurement and billing processes, improving efficiency.

• Travel and Expense Management Platform:

Helps manage travel bookings and expenses more effectively.

• ESG Digital Dashboard: Mastek implemented a digital dashboard to monitor and manage Environment, Social, and Governance

(ESG) parameters, aligning with global sustainability standards.

(C) Total Foreign Exchange Used and Earned by the Company are as follows:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Foreign Exchange Used	551	579
Foreign Exchange Earned	52,370	40,977

29. Environmental, Social and Governance (ESG)

For over 43 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 Masteks decision making process. This commitment emphasizes on the importance of integrating Environmental, Social, and Governance (ESG) priorities into its operations while maintaining high standards of corporate governance.

In FY25 Mastek has taken a step to refresh its Sustainability goals with Solutions-led approach and continue to align its vision with 12 of the United Nations Sustainable Development Goals: No Poverty (SDG 1),

Zero Hunger (SDG 2), Good Health and Well Being (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 the calendar year 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 created high shareholder value. Additionally, Masteks subsidiary boards are empowered and include local independent directors. Masteks governance framework includes various policies addressing key areas such as like human rights, fair wages, anti-bribery, grievance resolution processes, etc. Training on anti-corruption has been completed by 99% of the employees, demonstrating a strong commitment to ethical standards.

Masteks 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 FY25 alone, the foundation has touched the lives of 1,67,070 beneficiaries, supported over 1,000 animals and birds, and partnered with 25 charities across seven 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 its engagement with SARRC, a global leader in autism research, education,

and lifelong support since 1997 empowering individuals and families through innovation and inclusion. Towards our social responsibility as an employer, Mastek has reported zero incidents related to workplace discrimination or human rights violations, affirming their commitment to maintaining a fair and equitable workplace. Masteks Diversity, Equity, and Inclusion Policy promotes equal employment opportunities and a harassment- free workplace.

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. During FY 2024-25, Carbon Emissions assessment and benchmarking were undertaken for the UK and India offices of Mastek. Mastek is committed to being Net Zero by 2030 in the UK and has offset 100% of carbon emissions in the UK during FY 2024-25. Masteks overall target is to achieve Net-Zero by 2040 and is progressing to implement its carbon emissions reduction plan with defined steps in the upcoming years. 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. During FY 2025, Mastek published its disclosures in line with Task Force on Climate Related Financial Disclosures and is also working towards defining Science-based targets (in line with SBTi) to achieve its Net- Zero vision.

30. 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 Companys 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 Boards 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.

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

31. 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 Companys 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, 2025, 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, 2025, 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 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.

32. Industry Recognition:

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

33. 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 Companys 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 3 (three) 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, 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, other authorities 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.

For and on behalf of the Board of Directors.

Ashank Desai

Chairman

(DIN: 00017767)

Date: April 18, 2025

Place: Mumbai