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:

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

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

Break-up of the Revenue by Customer Segments

Consolidated Financial Statements

The Consolidated Financial Statements have been
prepared by the Company in accordance with the
requirements of Indian Accounting Standard (IndAS)

110 "Consolidated Financial Statements" and IndAS
28 "Investments in Associates and Joint Ventures"
prescribed under Section 133 of the 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 Company's 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 athttps://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 Company's website athttps://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/-.

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 Company's 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 athttps://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 Company's 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 Company's website athttps://
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 arm's 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. Board's Composition

The Company has a diverse Board of Directors who believe
in good Corporate Governance Practices. The composition
of the Board of Directors is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of
the SEBI Listing Regulations, with an optimum combination
of 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
Board's 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 Company's 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 Company's website and can be accessed
through the web linkhttps://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 weblinkhttps://www.mastek.com/wp-content/
uploads/2022/08/Code-of-Conduct-for-Directors.pdf.

The Nomination and Remuneration Committee of the
Company formulates the criteria for determining the
qualifications, positive attributes, and independence
of Directors in terms of its charter. In evaluating the
suitability of individual Board members, the Committee
takes into account factors such as educational and
professional background, general understanding of the
Company's business dynamics, standing in the profession,
personal and professional ethics, integrity and values,
willingness to devote sufficient time and energy in carrying

out their duties and responsibilities effectively. The
Committee also 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 Board's 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 Director's Appointment and Remuneration,
including the recommendation of remuneration of the Key
Managerial Personnel and Senior Managerial Personnel
and the criteria for determining qualifications, positive
attributes, and independence of a Director.

The policy is hosted on the website of the Company
and can be accessed through the weblinkhttps://www.

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

Remuneration-Policy-For-Board-of-Directors-Key-

Managerial-Personnel.pdf

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

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

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

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

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

5 To ensure that the level and composition of
remuneration are reasonable and sufficient to
attract, retain and motivate Key Managerial
Personnel and Senior Managerial Personnel and
their remuneration involves a balance between fixed
and variable pay reflecting short-term and long¬
term performance objectives appropriate to the
Company's working and its goals.

Additionally, the Board on the recommendation of
the NRC, reviews the list of core skills/ expertise/
competencies required from the Directors, in the
context of the Company's business and sector, for it to
function effectively 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 atInvestor 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 Company's 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 Company's policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

Internal Audit

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

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 Company's "Code of practices and procedures for fair
disclosure of unpublished price sensitive information" is
available on the Company's website and can be accessed
through the web linkhttps://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 Company's 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 weblinkhttps://www.mastek.com/wp-
content/uploads/2022/07/Group-Whistle-Blower-Policy.pdf

• Anti-Bribery and Corruption Policy

In furtherance of the Company's Philosophy of conducting
business in an honest, transparent, and ethical manner,
the Board has laid down the 'Anti Bribery and Corruption
Policy' as part of the Company's Code of Business Conduct
and Ethics. Our Company has zero tolerance for bribery
and corruption and is committed to acting professionally
and fairly in all its business dealings. Awareness of the
policy is ensured through mandatory online training 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 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 5" to
this report.

The CSR Policy of the Company is posted on the website
of the Companyhttps://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 Company's 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

Mastek's structured approach to energy conservation,
supported by continuous investments in efficient
technologies and sustainable infrastructure, reflects
its commitment to reducing environmental impact.
Simultaneously, the Company's focus on technology
absorption and digital transformation enhances

operational efficiency and stakeholder value. These
combined efforts underscore Mastek's dedication to
sustainable growth and operational excellence.

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

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 Mastek's 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, Mastek's subsidiary boards are empowered
and include local independent directors.

Mastek's 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.

Mastek's 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.

Mastek's commitment to social responsibility is embodied
in the Mastek Foundation, established over two decades
ago with the guiding principle of "Informed Giving,
Responsible Receiving." Founded in 2002, a decade
before the term CSR was widely recognized, the Mastek
Foundation has made significant strides in social impact.
In 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 Mastek's 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 Mastek's 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.

Mastek's 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
Board's 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 Company's Internal
Financial Controls have been adequate and effective during
the year under review.

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

(a) that in the preparation of the Annual Financial Statements
for the year ended March 31, 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 organization's 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 Mastek's 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
Company's consistent growth was made possible by their
hard work, solidarity, co-operation, and support.

Your Directors are grateful to the Investors for their
continued support, trust, patronage and confidence in the
Company over 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