Mastek Ltd Directors Report

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 44^th 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, 2026.

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, 2026.

1. Financial Results

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2026 are summarised below:

INR Lakhs

	Consolidated		Standalone
Summarised Profit and Loss	Financial Year 2025-26	Financial Year 2024-25	Financial Year 2025-26	Financial Year 2024-25 (Restated)
Revenue from operations	3,69,875	3,45,523	91,756	93,909
Other income	7,041	2,228	13,545	8,438
Total Income	3,76,916	3,47,751	1,05,301	1,02,347
Expenses	3,11,319	2,90,878	76,059	77,691
Depreciation and amortisation expenses	7,261	7,512	2,564	2,630
Finance costs	3,202	4,206	140	482
Exceptional items (loss) / gain	(3,012)	761	(3,375)	(3,624)
Profit Before Tax	52,122	45,916	23,163	17,920
Tax expense	11,722	8,323	2,919	3,886
Profit After Tax	40,400	37,593	20,244	14,034
Other Comprehensive Income	19,853	4,826	(1,747)	(874)
Total Comprehensive Income	60,253	42,419	18,497	13,160
Attributable to Equity Holders	60,253	42,419	18,497	13,160
Dividend	(7,435)	(5,866)	(7,435)	(5,866)
EPS (in INR):
Basic	130.45	121.78	65.37	45.46
Diluted	129.50	120.65	64.89	45.04

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 the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) ("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 Group Operations

On a Consolidated basis, the Company and its Subsidiaries ("Mastek Group") registered revenue from operations of INR 3,69,875 lakhs for the year ended March 31, 2026 (as compared to INR 3,45,523 lakhs for the previous year), recording an increase of 7.05%. The Mastek Group registered a Net Profit of INR 40,400 lakhs for the year ended March 31, 2026 (as compared to INR 37,593 lakhs for the previous year), thereby recording an increase of 7.47%.

On a Standalone basis, the Company registered revenue from operations of INR 91,756 lakhs for the year ended March 31, 2026 (as compared to INR 93,909 lakhs for the previous year). The Company also recorded a net profit of INR 20,244 lakhs for the year ended March 31, 2026 (as compared to a Net Profit of INR 14,034 lakhs for the previous year).

Break-up of the Operating Revenue by Geographies

	Year ended March 31, 2026		Year ended March 31, 2025
Geographies	INR in lakhs	% of Revenue	INR in lakhs	% of Revenue
UKI & Europe	2,41,129	65.2	1,98,052	57.3
North America	82,853	22.4	93,285	27.0
AMEA	45,893	12.4	54,186	15.7
Total	3,69,875	100.0	3,45,523	100.0

The UKI & Europe Geography operations contributed INR 2,41,129 lakhs to total Operating Revenue for the year ended March 31, 2026 (as compared to INR 1,98,052 lakhs for the previous year), resulting in growth of 21.8%.

The North America Geography operations contributed INR 82,852 Lakhs to total Operating Revenue for the year ended March 31, 2026 (as compared to INR 93,285 lakhs for the previous year), resulting in decline of 11.2%.

The AMEA operations contributed INR 45,893 lakhs to total Operating Revenue for the year ended March 31, 2026 (as compared to INR 54,186 lakhs for the previous year), resulting in decline of 15.3%.

Break-up of the Revenue by Service Lines

	Year ended March 31, 2026		Year ended March 31, 2025
Service Lines	INR in lakhs	% of Revenue	INR in lakhs	% of Revenue
Digital & Application Engineering	1,87,837	50.8	1,60,538	46.5
Oracle Cloud & Enterprise Apps	98,310	26.6	1,08,130	31.3
Digital Commerce & Experience	38,301	10.4	44,960	13.0
Data, Automation, and AI	45,428	12.2	31,895	9.2
Total	3,69,875	100.0	3,45,523	100.0

Break-up of the Revenue by Customer Segments

	Year ended March 31, 2026		Year ended March 31, 2025
Customer Segments	INR in lakhs	% of Revenue	INR in lakhs	% of Revenue
Government & Education	1,46,262	39.5	139,987	40.5
Health & Life sciences	90,552	24.5	70,331	20.4
Manufacturing & Technology	44,582	12.1	46,541	13.5
Retail & Consumer	41,146	11.1	47,094	13.6
Financial Services	47,333	12.8	41,570	12.0
Total	3,69,875	100.0	3,45,523	100.0

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 7.05% Y-o-Y owing to the following reasons:

• Growth was supported by improved cost efficiencies due to AI and other operating lever, optimal resource utilization resulting in higher revenue per FTE, and currency tailwinds; • partially offset by true up impact in gratuity and leave encashment benefits due to statutory changes in Labour Code announced in November 2025.

3. Scheme of Arrangement for Amalgamation of Mastek Enterprise Solutions Private Limited with the Company

In order to eliminate the doubling of related costs, leading to better cost and operational efficiencies, 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 Honourable National Company Law Tribunal, Ahmedabad Bench, pronounced the Order on May 2, 2025, approving the Scheme of Arrangement between the Transferor and Transferee Companies. The Company then filed the certified copy of the NCLT Order, with the Registrar of Companies on May 31, 2025. The Scheme of Arrangement accordingly became effective from May 31, 2025 (‘Effective Date).

With effect from the Appointed Date, April 1, 2024, all the assets and liabilities of Transferor Company, without any further act, instrument or deed, stand 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 have been cancelled and extinguished as per Sections 61 and 66 of the Act.

4. Material Changes and Commitments affecting the financial position of the Company, between the end of the financial year and the date of the report

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

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 Obligations and Disclosure Requirements) Regulations, 2015 (herein after referred to as "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 over January 20, 2026 and January 21, 2026, declared an Interim Dividend at the rate of 160% i.e. INR 8 per equity share (on the face value of INR 5 each). The above dividend was paid to the Members on February 11, 2026.

Final Dividend

Your Directors are pleased to recommend a Final Dividend at the rate of 320%, i.e. INR 16 per equity share (on the face value of INR 5 each) for the Financial Year ended March 31, 2026, which is subject to the Members approval at the ensuing Annual General Meeting. The Final Dividend, if approved, would 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 44^th Annual General Meeting.

The total dividend for the Financial Year ended March 31, 2026, including the proposed Final Dividend, amounts to INR 24 per equity share (on the face value of INR 5 each) or 480% (previous year INR 23 per equity share or 460%).

Pursuant to the amendment in the SEBI Listing Regulations, dividend, if approved by the members, shall be paid only through electronic modes. Accordingly, the Company would not be able to make dividend payments through physical instruments such as warrants and cheques.

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

During the year under review, pursuant to the provisions of Section 124 (5) of the Act, the Final Dividend for the Financial Year 2017-18 amounting to INR 3,49,972/- and the Interim Dividend for the Financial Year 2018-19 amounting to INR 2,75,636/- which remained unclaimed for 7 (seven) consecutive years, have been transferred to the designated Bank account of Investor Education and Protection Fund (IEPF) and the underlying shares on the above unclaimed amounts aggregating to 6,182 and 801 equity shares respectively, have also been transferred to the Demat account of the IEPF Authority. However, the members can claim the said shares along with the dividend(s) by making an application to IEPF Authority in accordance with the procedure available on www.iepf.gov.in and on submission of such documents as prescribed under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. The detailed procedure for claiming shares/dividend transferred to IEPF is also made available on the Companys website at https://www.mastek.com/wp-content/uploads/2026/06/ Procedure-to-claim-shares-from-IEPF.pdf.

The Company is in the process of transferring the Unclaimed Final Dividend amount for the Financial Year 2018-19 to IEPF Authority shortly, including the underlying equity shares on the said unclaimed dividend.

The Company sends specific communication in advance to the concerned shareholders at their address registered with the Company/RTA and also publishes notice in newspapers to enable them to take appropriate action to claim the unclaimed dividend and the corresponding shares due for transfer to IEPF Authority.

The Company has availed special contingency insurance policies towards the risks arising out of the requirements relating to issuance of duplicate securities and for the claims related to IEPF, which is renewed every year. 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.

Details of the Nodal Officer of the Company are displayed on the website at https://www.mastek.com/investors/.

8. Management Discussion and Analysis

In terms of provisions of Regulation 34(2) of the SEBI Listing Regulations, a detailed review of the operations, performance and future outlook of the Company and its business is outlined in the Management Discussion and Analysis section which 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 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. Plans I to V, have already been closed by the Company.

The ESOP Schemes are in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations") and are available on the Companys website at https://www. mastek.com/investors/corporate-information/.

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 SBEB Regulations. During the year under review, the Company granted 59,285 Options to its identified employees.

The Certificate from M/s. P. Mehta & Associates, Secretarial Auditors, confirming that the ESOP Schemes are in compliance with the provisions of the Act and SEBI SBEB Regulations, has been obtained and is 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, 2026, are annexed as "Annexure 1" to this report. No employee was issued stock options during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

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

During the year, the Company issued and allotted 57,446 equity shares of the face value of INR 5 each for a total nominal value of INR 2,87,230/- 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 Mastek Enterprise Solutions Private Limited, a wholly owned subsidiary, (‘Transferor Company) with the Company (‘Transferee Company), the Authorised Share Capital of the Transferee Company increased by INR10,00,000/-.

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
Share Capital at the beginning of the year, i.e. as on April 1, 2025	-	3,09,39,894	15,46,99,470
Allotment of Shares:
1. May 27, 2025	6,420	3,09,46,314	15,47,31,570
2. July 11, 2025	3,356	3,09,49,670	15,47,48,350
3. August 24, 2025	25,047	3,09,74,717	15,48,73,585
4. October 08, 2025	5,932	3,09,80,649	15,49,03,245
5. December 02, 2025	5,990	3,09,86,639	15,49,33,195
6. December 30, 2025	3,013	3,09,89,652	15,49,48,260
7. January 16, 2026	1,722	3,09,91,374	15,49,56,870
8. March 05, 2026	5,966	3,09,97,340	15,49,86,700
Share capital at the end of the year, i.e. as on March 31, 2026	-	3,09,97,340	15,49,86,700

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.

Further, the Reconciliation of Share Capital Audit as per the SEBI Listing Regulations is carried on a quarterly basis by M/s. P. Mehta & Associates, Practicing Company Secretaries, and the Report is duly disclosed 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 2025-26, 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 during the year under review, except the following:

• Mastek Systems (Malaysia) SDN. BHD, a stepdown subsidiary of the Company, initiated the process for voluntarily winding up under the applicable local laws in Malaysia.

• Evosys Kuwait WLL, a stepdown subsidiary of the Company, has been voluntarily wound up under the applicable local laws in Kuwait.

Material Subsidiaries

Mastek (UK) Limited and Mastek Systems Company Limited (formerly known as Evolutionary Systems Company Limited) are classified as ‘Material Subsidiaries as per the criteria given 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 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.

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 in some cases, are appointed as the Directors and Key Managerial Personnel of Subsidiary Companies. They provide updates on the affairs and operations of such subsidiaries to the Companys Board and/or its Committees on a quarterly basis.

• An Independent Director of the Company is appointed as a Director on the Board of all material subsidiaries.

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. The Company has a process in place to periodically review and monitor Related Party Transactions. 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. There were no contracts, arrangements or transactions entered during this financial year that fall under the scope of Section 188(1) of the Act. Accordingly, the prescribed Form AOC-2 is not applicable to the Company for the financial year 2025-26 and hence does not form part of 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 / 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 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. Boards 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 Executive, Non-Executive and Independent Directors.

As at March 31, 2026, 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/ 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. Umang Nahata (DIN: 00323145) 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. Nahata possesses the requisite qualifications and experience, and therefore, your Directors, based on the recommendation of Nomination and Remuneration Committee and Annual Performance Evaluation, recommend the re-appointment of Mr. Umang Nahata.

The necessary resolution for the re-appointment of Mr. Nahata shall be placed for the approval of the Members at the ensuing Annual General Meeting. A brief profile of Mr. Nahata along with other related information, forms part of the AGM Notice.

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, 2026:

1. Mr. Umang Nahata – Whole-Time Director designated as Chief Executive Officer

2. Mr. Deepak Kedia – Chief Financial Officer

3. Mrs. Reena Raje – Company Secretary & Compliance Officer.

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the following changes occurred among the Key Managerial Personnel of the Company during the year under review:

1. Mr. Raghvendra Jha was appointed as Chief Financial Officer of the Company with effect from May 19, 2025 and subsequently resigned with effect from July 11, 2025.

2. Mr. Dinesh Kalani, Sr. Vice President – Group Company Secretary & Compliance Officer of the Company, superannuated from the services of the Company with effect from August 31, 2025.

The Board places on record its appreciation towards valuable contribution made by them during their tenure with the Company.

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. 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, proficiency and vast experience, and bring an independent judgment on the Boards deliberations.

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 Independent Directors of the Company.

d. 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 evaluation of the performance of the Board, its Committees, the Chairman and the Directors and suggestion emanating out of the performance evaluation exercise were reviewed by the Nomination &

Remuneration Committee and the Board of Directors at their respective meetings.

The Board expressed its satisfaction with the evaluation results, which reflected 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.

The overall outcome of the performance evaluation for the year was positive with the Board identifying key areas for focus going forward and improving the Board effectiveness. This includes inter-alia continuing to dedicate more time on the Companys business strategy, new business initiatives, Board skills development to meet the emerging needs, engagement with senior management and leadership talent and succession planning.

e. 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/2026/05/Induction-and-Familiarisation-Programme-for-Independent-Directors-2026.pdf.

f. Code of Conduct for Directors

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.

g. 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. In case of special and urgent business to be transacted, the Boards approval is obtained by way of urgent meeting and/or passing resolutions through circulation, as permitted by law, which is confirmed at the subsequent Board Meeting.

The Board of Directors met 8 (eight) times during the Financial Year ended March 31, 2026. 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, a meeting of Independent Directors was held during the year under review.

h. 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.

i. 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 which is stated under the Corporate Governance Report of this Annual Report.

The NRC has also formulated a separate policy on Board Diversity. The Board Diversity Policy, aligned with legal requirements, emphasizes inclusion of women directors besides recognizing other forms of diversity, including but not limited to gender, age and educational background, professional experience, skills and knowledge, networking, value addition and representation of stakeholders.

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.

j. 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 3" 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 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. Any member interested in obtaining a copy of the same may write to the Company Secretary at Investor_grievances@mastek.com. None of the employees listed in the said Annexure is related to any Director of the Company.

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, till the conclusion of the 45^th Annual General Meeting.

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 2026–27. 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 Reports on the Financial Statements of the Company for the Financial Year 2025-26, which form part of this Annual Report. The reports are self-explanatory and do not contain any qualification, reservation, adverse remark, comment or observation. Further, they did not report any instances of fraud committed during the FY 2025-26, against the Company by its officers or employees as specified under section 143(12) of the Act.

16. Secretarial Auditors and their Report

Pursuant to Section 204 of the Act and Rules made thereunder, M/s. P. Mehta & Associates, Practicing Company Secretaries, represented by Mr. Prashant Mehta were appointed as Secretarial Auditors of the Company for a term of five consecutive years commencing from the Financial Year 2025-26 till the Financial Year 2029-30. The Board reviews the independence and objectivity of the Secretarial Auditors and the effectiveness of the Audit process. The Secretarial Audit Report issued by Secretarial

Auditors for the Financial Year ended March 31, 2026, is annexed as "Annexure 4" 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, 2026.

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.

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 and timely mitigation of these risks. 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 enhance 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 pre-requisite of governance. The Company has a well-established internal financial 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 for managing the global scale of operations. 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 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. The 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. The scope also includes the internal control framework of the newly acquired entities. The 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 to interact with the management.

As of March 31, 2026, Mastek Group had a total headcount of 4,730. 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. Key Governance and Compliance Policies

• Equal opportunity for employment

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. Mrs. Reena Raje, Company Secretary, has been designated as the Compliance Officer. The Company has appointed the Chief Financial Officer (CFO) as Chief Investor Relations Officer of the Company.

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 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 Audit Committee of the Company oversees the functioning of the Whistle Blower Policy/ Vigil Mechanism framework. 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 to all employees of the Company working at all levels.

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 (POSH Act) and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

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 POSH Act and the Committee includes external member from an 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, 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 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 5" to this report.

The CSR Policy of the Company is posted on the website of the Company https://www.mastek.com/wp-content/ uploads/2022/07/Corporate-Social-Responsibility-Policy-2022.pdf and the initiatives taken by the Company on CSR Activities during the financial year is available on the Companys website at https://www.mastek.com/esg/.

The CFO of the Company has certified that the CSR funds so disbursed for the projects have been utilised for the purposes and in the manner as approved by the Board.

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, 2026 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 Practicing Company Secretary 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.

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 Annual Return of the Company for Financial Year 2025-26 has been made available on our website and can be accessed through the weblink: https://www.mastek.com/investors/ corporate-information/

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.

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 continues to demonstrate a strong commitment to sustainability and operational efficiency through a structured and long-term approach to energy conservation. As an IT/ITES organization, the Company focuses on optimizing energy consumption across all its facilities.

(i) Steps Taken / Impact on Conservation of Energy

The Company initiated a comprehensive energy optimization plan approximately nine years ago, implemented in a phased manner to drive continuous improvement in energy efficiency.

Key measures undertaken include:

• Detailed assessment of electrical infrastructure to understand energy consumption patterns across locations.

• Identification of operational challenges and implementation of smart, energy-efficient solutions.

• Continuous monitoring and measurement of energy usage to track progress against defined targets.

• Optimization and upgrade of legacy systems to enhance performance and efficiency.

Specific initiatives implemented:

• Migration to HT express electricity feeders, wherever feasible, to reduce power interruptions.

• Adoption of energy-saving practices, including shutdown of lighting and HVAC systems beyond working hours.

• Periodic maintenance of electrical systems to minimize breakdowns and reduce diesel generator usage.

• Upgradation of HVAC, UPS, and data center infrastructure with energy-efficient technologies.

• Replacement of conventional CFL lighting with LED lighting across offices.

• Installation of solar water heaters in cafeterias to reduce electricity consumption.

These initiatives have led to improved energy efficiency, reduced operational costs, and a lower environmental footprint.

(ii) Steps Taken for Utilization of Alternate Sources of Energy

Mastek continues to incorporate sustainable practices in infrastructure development and operations:

• New offices are established, wherever feasible, in LEED-certified or energy-efficient buildings.

• Existing offices are being refurbished progressively in line with green building standards.

• The Company offsets carbon generated from its UK operations. Similar offsetting programs are being expanded to global locations in a phased manner.

• Mastek is actively exploring and adopting renewable energy sources, including solar and wind, wherever feasible.

(iii) Capital Investment on Energy Conservation Equipment

In alignment with its energy optimization strategy, Mastek has made consistent investments in energy-efficient infrastructure and technologies.

The Company has invested approximately INR 12 Crores over the past six years up to FY 2025-26 in energy conservation initiatives across its offices.

B. Technology Absorption

Mastek remains focused on leveraging technology to drive operational excellence, improve efficiencies, and enhance stakeholder experience. The Company continues to invest in digital transformation initiatives aligned with its business growth strategy.

Efforts Made Towards Technology Absorption:

• Implementation of a Procure-to-Pay (P2P) platform to streamline procurement and billing processes, enhancing transparency and efficiency.

• Deployment of a Travel and Expense Management system to improve automation, compliance, and cost control.

• Introduction of an ESG Digital Dashboard to monitor and manage environmental, social, and governance parameters in line with global sustainability standards.

Summary

Masteks structured approach to energy conservation, supported by continuous investments in efficient technologies and sustainable infrastructure, reflects its commitment to reducing environmental impact. Simultaneously, the Companys focus on technology absorption and digital transformation enhances operational efficiency and stakeholder value. These combined efforts underscore Masteks dedication to sustainable growth and operational excellence.

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

INR Lakhs

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Foreign Exchange Used	1859	551
Foreign Exchange Earned	101,757	52,370

29. Environmental, Social and Governance (ESG)

For over 44 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 the importance of integrating Environmental, Social, and Governance (ESG) priorities into its operations while maintaining high standards of corporate governance.

In recent years, Mastek has further strengthened this commitment by embedding ESG considerations more deeply into its strategy, operations, risk management framework, and stakeholder engagement, aligned with evolving global sustainability regulations and investor expectations.

In FY26, Mastek aimed at Engineering Sustainable Scale with the help of AI and continues 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).

The refreshed goals focus on measurable impact, technology enabled sustainability solutions, and integration of ESG outcomes within business decision making.

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 practices have been externally recognized through its improved performance in leading ESG ratings and benchmarks, reflecting continued enhancements in board effectiveness, disclosures, and risk oversight.

Masteks governance framework includes various policies addressing key areas such as human rights, fair wages, anti bribery, and grievance resolution processes. Training on anti corruption has been completed by 99% of employees, demonstrating a strong commitment to ethical standards.

During FY25-26, Mastek further strengthened its governance framework through enhanced focus on global data protection laws, cyber resilience, responsible use of artificial intelligence, and enterprise wide ESG oversight mechanisms.

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 FY25-26 alone, the Foundation touched the lives of 2,02,500 beneficiaries, supported over 800 animals and birds, and partnered with 32 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 supporting various causes.

Mastek4Good is an innovative, volunteer-led, cross-disciplinary digital collective that channels Masteks core technical and design capabilities into the local community in United Kingdom Moving beyond traditional corporate volunteering, it establishes an active ecosystem bringing together specialists across user research, design, product management, data architecture, and software engineering to support non-profit organizations and grassroots charities.

The goal of this initiative is to leverage digital transformation as a force for social equity and operational excellence in the third sector. Mastek4Good aims to:

Empower Frontline Services: Co-design and build tailored digital tools that eliminate administrative friction, allowing charity workers to maximize direct, face-to-face support for vulnerable communities.

Build a Purpose-Led Talent Pipeline: Create a high-value, collaborative environment where digital professionals can develop advanced, real-world consultancy skills while driving meaningful social change.

Deliver Sustainable Technology: Provide scalable, open, and responsible technical frameworks that grassroots organizations can easily maintain and grow over time.

Mastek is currently executing a flagship initiative in UK in collaboration with the Leeds-based charity, Simon on the Streets. Utilising participatory design methodologies, the Mastek4Good team has completed an intensive field-discovery phase alongside frontline outreach workers. We have mapped complex caseworkers operational journeys to isolate and streamline their critical data requirements, with the goal of ultimately replacing fragmented paper, messaging, and memory workarounds with a unified, low-friction experience that ensures safe, trauma-informed support and enables their team to support more homeless people.

In addition, Mastek continues to strengthen employee well being, learning, and leadership development initiatives, reinforcing an inclusive, future ready, and values driven workplace culture.

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 2025-26, carbon emissions assessment and benchmarking were undertaken for the UK, India, Middle East and USA offices of Mastek. Mastek is committed to being Net Zero by 2030 in the UK and Masteks overall target is to achieve Net Zero by 2040. We continue to implement carbon emissions reduction roadmap with defined targets.

Significant progress has been achieved through reductions in electricity consumption, greenhouse gas emissions, and water usage, supported by energy efficient technologies and responsible resource management practices.

During the year, Mastek UK also achieved validation of its Science Based Targets (SBTi), reinforcing the credibility of its Net Zero ambitions.

Masteks ESG performance has been further reinforced through external recognitions, including an improved score of 82/100 in the S&P Global Corporate Sustainability Assessment, inclusion in the S&P Global Sustainability Yearbook, and achievement of the EcoVadis Silver Medal, underscoring continuous enhancement across environmental, social, and governance dimensions.

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. Mastek has also aligned its sustainability framework to include external assurances as a key step towards strengthening reporting and public disclosures.

30. Other Disclosures

• The Company has registered itself on Trade Receivables Discounting System platform (TReDS) through the service provider i.e. Receivables Exchange of India Limited. The Company complies with the requirement of submitting a half yearly return to the Ministry of Corporate Affairs within the prescribed timelines.

• The Company has implemented an online compliance management system within the organization to monitor compliances and provide update to the Senior Management and Board Members on a periodic basis. The Audit and Risk Management & Governance Committee periodically monitor status of compliances with applicable laws.

• Pursuant to SEBI circular HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 dated January 30, 2026, a special window has been made available from February 05, 2026 to February 04, 2027 for transfer and demat of physical securities which were purchased prior to April 01, 2019 and not lodged for transfer or lodged for transfer and were rejected/returned/not attended to due to deficiency in the documents/process or otherwise. The requisite complete documents must be shared by the shareholder with the RTA/Company.

• The Company is in compliance with applicable provisions under the Maternity Benefit Act, 1961.

• 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 under the provisions of Section 148 of the Act.

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

• 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 by the Company 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 performed by the Internal, Statutory, and Secretarial Auditors, and the reviews 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, 2026, 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, 2026, 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 in the profile pages of Annual Report.

33. Cyber Security

The Company places cybersecurity and information security governance among its strategic priorities, reinforcing the organizations commitment to operational resilience, customer trust, and regulatory compliance. Mastek maintains a mature and continuously evolving Information Security Management System (ISMS) and Privacy Information Management System (PIMS), supported by robust policies, processes, and controls designed to mitigate cybersecurity risks and safeguard critical information assets.

The Company periodically reviews its security governance framework, compliance posture, and enterprise risk management practices to ensure alignment with globally recognized standards and the evolving threat landscape. The organization holds certifications including ISO/IEC 27001, ISO/IEC 27701, Cyber Essentials, and Cyber Essentials Plus, and also maintains SOC 1 Type II, SOC 2 Type II, and HIPAA assessment reports issued by independent audit agencies. These certifications and assessments demonstrate Masteks strong commitment to information security, data privacy, and business continuity.

The Company continues to strengthen its cyber resilience through sustained investments in advanced security technologies, processes, and skilled resources. The Global IT and Information Security teams adopt a holistic approach to securing endpoints, networks, cloud environments, and sensitive business data against evolving cyber threats and customer specific security requirements.

The Company has implemented robust cloud security controls encompassing identity and access management, data protection, workload security, privacy safeguards, continuous monitoring, and incident response mechanisms aligned with business-critical outcomes. Key cybersecurity initiatives include the deployment of secure enterprise laptops, full-disk encryption, next-generation endpoint protection, enhanced data loss prevention controls, multi-factor authentication (MFA), secure and governed internet access, and the adoption of Zero Trust security principles. In addition, advanced anti-phishing and email security solutions have been implemented to strengthen communication security and mitigate social engineering risks.

Mastek has established a documented Business Continuity Plan aligned with the ISO 22301 framework. This is supported by a comprehensive disaster recovery and cyber resilience framework, structured documentation, and periodic disaster recovery drills to ensure the timely recovery and continuity of critical business operations.

Recognizing that cybersecurity awareness is fundamental to organizational resilience, the Company conducts mandatory information security and data privacy (GDPR) awareness programs for all employees during onboarding, followed by periodic refresher training and organization-wide awareness campaigns. The effectiveness of these initiatives is continuously evaluated through simulated phishing exercises and other assessment mechanisms.

The Company believes that cybersecurity is a continuous journey. As the organization expands its global operations and digital capabilities, it remains committed to continuously strengthening its security posture and resilience framework to ensure sustained compliance, operational continuity, and stakeholder confidence.

34.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 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, 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 17, 2026

Place: Mumbai