The Board of Directors ("Board") of your Company is pleased to present the 43^rd Annual Report of Mastek Limited ("Mastek" or "the
Company" or "Your Company") on the business and operations together with the Audited Financial Statements (Consolidated and
Standalone) for the Financial Year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force) ("the Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(herein after referred to as "SEBI Listing Regulations"), this report covers the financial results and other developments during the
Financial Year ended March 31, 2025.

1. Financial Results

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

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

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

• Mastek Operations

On a Consolidated basis, the Company and its Subsidiaries ("Mastek Group") registered revenue from operations of Rs. 3,45,523
lakhs for the year ended March 31, 2025 (as compared to Rs. 3,05,479 lakhs in the previous year ended March 31, 2024), which
is an increase of 13.1%. The Mastek Group registered a Net Profit of Rs. 37,593 lakhs for the year ended March 31, 2025 (as
compared to Rs. 31,097 lakhs in the previous year ended March 31, 2024), thereby registering an increase of 20.9%. Further
details are included in notes to the Accounts of Consolidated Financial Statement, which forms part of this Annual Report.

On a Standalone basis, the Company registered revenue from operations of Rs. 48,629 lakhs for the year ended March 31, 2025
(as compared to Rs. 43,424 lakhs in the previous year ended March 31, 2024). The Company also made a Net profit of Rs. 12,058
lakhs for the year ended March 31, 2025 (as compared to a Net Profit of Rs. 12,021 lakhs in the previous year ended March
31, 2024). Further details are included in notes to the Accounts of Standalone Financial Statement, which forms part of this
Annual Report.

The Standalone and Consolidated Financial Statements of the Company have been audited by the Statutory Auditors of
the Company.

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

Break-up of the Operating Revenue by Geographies

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

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

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

• Break-up of the Revenue by Service Lines

• 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 21% Y-o-Y owing to the

following reasons:

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

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

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

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

3. Scheme of Arrangement

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

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

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

With effect from the Appointed Date, August 1, 202
all the assets and liabilities of Transferor Company,
without any further act, instrument or deed, stands
transferred to and vested in and/ or be deemed to
have been transferred to and vested in Transferee
Company so as to become, on and from the Appoint
Date, the estate, assets, rights, title, interests and
authorities of the Transferee Company, pursuant to
the provisions of Sections 230 to 232 of the Act.

The Transferee Company held 100% share capital
of the Transferor Company. Accordingly, pursuant
to the amalgamation of the Transferor Company
with the Transferee Company, Equity Shares held
by the Transferee Company has been cancelled and
extinguished as per Section 66 of the Act and hence
no shares of the Transferee Company have been
issued and allotted. Further, the Authorised Share
Capital of the Transferor Company of Rs. 75 Lakhs,
stands transferred to the Transferee Company's
Authorised Share Capital.

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

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

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

The Scheme is expected to achieve the following.

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

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

• Reducing the multiplicities of legal and
regulatory compliances.

4. Material Changes and Commitments
including Changes in the Nature

of Business

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

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

5. Transfer to General Reserves

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

6. Dividend

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

Interim Dividend

The Board of Directors at its meeting held on January 16,
2025, declared an Interim Dividend at the rate of 140% i.e.,
Rs. 7 per equity share (on the face value of Rs. 5 per equity
share). The above dividend was paid to the Members on
February 7, 2025. The Company had deducted tax at source
at the time of payment of dividend in accordance with the
provisions of the Income Tax Act, 1961.

Final Dividend

Your Directors are pleased to recommend a Final Dividend
at the rate of 320%, i.e., Rs. 16 per equity share (on the face
value of Rs. 5 per equity share) for the Financial Year ended
March 31, 2025, which will be paid upon obtaining the
Members' approval at the ensuing Annual General Meeting.
The Final Dividend, if approved, will be paid (subject to
deduction of tax at source) within 30 (thirty) days from
the date of the Annual General Meeting to those Members
whose name appears in the Register of Members as on the
Record Date mentioned in the Notice convening the 43^rd
Annual General Meeting.

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

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

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

During the year under review, pursuant to the provisions
of Section 124 (5) of the Act, the Final Dividend for the
Financial Year 2016-17 amounting to Rs. 4,00,063/- and
the Interim Dividend for the Financial Year 2017-18
amounting to Rs. 2,61,148/- which remained unclaimed
for 7 (seven) consecutive years and was lying in the unpaid
dividend account, has been transferred by the Company
to the designated Bank account of IEPF Authority and
the underlying shares on the above unclaimed amount
aggregating to 4,228 and 732 equity shares respectively,
have also been transferred to the Demat account of the
IEPF Authority.

The Company is in the process of transferring the
Unclaimed Final Dividend amount for the Financial Year
2017-18 to IEPF Authority shortly, including the underlying
equity shares on the said unclaimed dividend.

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

8. Management Discussion and Analysis

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

9. Employee Stock Option Plans

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

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

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

B. The Nomination and Remuneration Committee of
the Company, inter alia, administers and monitors
ESOP Schemes, implemented by the Company in
accordance with the relevant provisions of the Act and
the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, (including any statutory
modification(s) and / or re enactment(s) thereof for
the time being in force) ("SEBI SBEB Regulations").
During the year under review, the Company granted
85,220 Options to its identified employees.

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

During the year under review, there were no material
changes in the ESOP plans of the Company. The
details of the overall Options under the aforesaid
ESOPs and the disclosure in compliance with SEBI
SBEB Regulations for the year ended March 31, 2025,
are annexed as "Annexure 1" to this report.

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

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

11. Subsidiaries, Material Subsidiaries and
Major Developments therein

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

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

The statement also provides details of the performance
and financial position of each of the Subsidiaries and their
contribution to the overall performance of the Company.

During the Financial Year 2024-25, the Company had no
Associate Company.

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

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

Material Subsidiaries

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

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

As per the criteria given under Regulation 24 of the SEBI
Listing Regulations, the Company has already appointed an
Independent Director on the Board of Mastek (UK) Limited.

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

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

• The Financial Statements and in particular, investments
made by the Subsidiary Companies are reviewed

by the Audit Committee of the Company on a
consolidated basis.

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

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

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

12. Particulars of Related Party Transactions

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions and the same
can be accessed on the Company's 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 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.
A statement of all Related Party Transactions is presented
before the Audit Committee and the Board on a quarterly
basis, specifying the nature, value, and broad terms and
conditions of the transactions. A significant quantum of
Related Party Transactions undertaken by the Company
is with its Subsidiaries. The said transactions were
unanimously approved by the Audit Committee as well as
by the Board. There are no materially significant Related
Party Transactions with its Promoters, Directors or Key
Managerial Personnel, etc. that may have potential conflict
with the interest of the Company at large.

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

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

13. Particulars of Loans, Guarantees,
and Investments

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

14. Board of Directors Key Managerial
Personnel and Senior Management

There have been no major changes in the composition of
the Board of Directors during the year under review, except
that Mr. Umang Nahata has been appointed as a Whole¬
time Director & Chief Executive Officer w.e.f. August 10,
2024. The details of the Board of Directors and the number
of meetings held and attended by the Directors have been
given in detail in the Report on Corporate Governance,
which forms part of this Annual Report.

a. Board's Composition

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

As at March 31, 2025 the Board of Directors of the
Company consists of 6 (six) Members, out of which
there are 3 (three) Independent Directors including 1
(one) Woman Director. There are two Non Executive
Promoter Directors and one Whole-Time Director in
the designation of Chief Executive Officer.

Appointment/ Re-appointment

Mr. Umang Nahata was appointed as a Whole-Time
Director designated as CEO - Mastek Group with
effect from August 10, 2024 and his appointment
was approved by the Members of the Company
on November 28, 2024 for a tenure of one year
without any managerial remuneration. He was again
appointed as a Whole-Time Director in the designation
of Chief Executive Officer with effect from January
16, 2025 for a tenure of three years on remuneration,
which was also approved by the Members of the
Company on March 15, 2025.

In accordance with the provisions of the Act,

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

b. Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203
of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
(as amended from time to time), the following persons
are acting as the Key Managerial Personnel (KMP) of
the Company as on March 31, 2025:

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

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

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

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

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

c. Independent Directors and their Declarations

The definition of 'Independence' of Directors is
derived from Regulation 16 of the SEBI Listing
Regulations and Section 149(6) of the Act. The
Company has received necessary declarations
under Section 149(7) of the Act and Regulation
25(8) of the SEBI Listing Regulations, from the
Independent Directors stating that they meet the
prescribed criteria for independence. All Independent
Directors have affirmed compliance with the Code of
Conduct for Independent Directors as prescribed in
Schedule IV to the Act. A list of key skills, expertise,
and core competencies of the Board of Directors
is placed under the Corporate Governance Report,
which forms part of this Annual Report. Based

on the confirmations / declarations received
from the Independent Directors, your Board of
Directors confirms that they are independent of
the management, are persons of integrity, possess
relevant expertise and vast experience, and bring an
independent judgment on the Board's discussions
(including the proficiency).

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

1. Mr. Rajeev Kumar Grover;

2. Mr. Suresh Vaswani; and

3. Ms. Marilyn Jones

None of the Directors of the Company are disqualified
from being appointed as Director as specified in
Section 164(2) of the Act read with Rule 14(1) of
the Companies (Appointment and Qualification of
Directors) Rules, 2014. As required under Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the Independent Directors
have completed the registration with the Independent
Directors Databank and also completed the online
proficiency test conducted by the Indian Institute of
Corporate Affairs, wherever required.

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

d. Director liable to retire by Rotation

In accordance with the provisions of Section 152
and other applicable provisions, if any, of the Act
and pursuant to the Articles of Association of the
Company, Mr. Ashank Desai (DIN: 00017767) is liable
to retire by rotation at the ensuing Annual General
Meeting and being eligible has offered himself for re¬
appointment. In the opinion of the Board, Mr. Ashank
Desai possesses the requisite qualifications and
experience, and therefore, your directors, based
on the recommendation of Nomination and
Remuneration Committee and Annual Performance
Evaluation, recommends the re-appointment of
Mr. Ashank Desai. Additionally, the resolutions for
the re-appointment of Mr. Ashank Desai and his
continuation as a Director beyond attaining the age
of seventy five years are also being placed for the
approval of the Members at the ensuing Annual
General Meeting.

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

e. Performance Evaluation of the Board

In compliance with the provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board
of Directors has carried out an Annual Evaluation of

the performance of the Board, the Board Committees,
Individual Directors, and Chairpersons for the year
under review.

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

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

f. Familiarisation Programme

All Independent Directors are encouraged to
familiarise with the operations and functioning of
the Company at the time of their appointment and
on an ongoing basis. The Company has conducted
a Familiarisation Programme for the Directors /
Independent Directors of the Company covering
the matters specified in Regulation 25(7) of the
SEBI Listing Regulations. The details of the training
and Familiarisation Programme conducted by the
Company is hosted on the Company's website
and can be accessed through the web link https://
www.mastek.com/wp-content/uploads/2025/06/
Induction-and-Familiarisation-Programme-for-
Independent-Directors-2025.pdf.

g. Code of Conduct and Directors' Appointment
and Remuneration

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

The Nomination and Remuneration Committee of the
Company formulates the criteria for determining the
qualifications, positive attributes, and independence
of Directors in terms of its charter. In evaluating
the suitability of individual Board members, the
Committee takes into account factors such as
educational and professional background, general
understanding of the 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.

h. Meetings of the Board of Directors

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

The Board of Directors met 7 (seven) times during
the Financial Year ended March 31, 2025. The details
of the Board Meetings and the attendance of the
Directors thereat have been provided in the Corporate
Governance Report, which forms part of this
Annual Report.

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

As per Schedule IV to the Act, Secretarial Standards
1 on Board Meetings and SEBI Listing Regulations,
three meetings of the Independent Directors were
held during the year under review.

i. Committees of the Board

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

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee, and

5. Risk Management & Governance Committee

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

j. Nomination and Remuneration Policy

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

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

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

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

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

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

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

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

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

k. Particulars of Employees and
Related Disclosures

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

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

In terms of the provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a Statement
showing the names and other particulars of the
Employees forms part of this report. Having regard
to the provisions of the proviso to Section 136(1) of
the Act, the Annual Report excluding the aforesaid
information is being sent to the Members of the
Company and others entitled thereto. Details of
Employees' remuneration as required under aforesaid
provisions are available with the Company and shall
be sent to Members electronically, who request
the same.

15. Statutory Auditors and their Report

Pursuant to the provisions of Section 139 of the Act, and
rules made thereunder, M/s. Walker Chandiok & Co. LLP,
Chartered Accountants (ICAI Firm Registration Number
001076N / N500013) were re-appointed as the Statutory
Auditors of the Company to hold office for a second term of
5 (five) consecutive years from the conclusion of the 40^th
Annual General Meeting, have given their consent for
re-appointment as Statutory Auditors for the second term
of 5 (five) consecutive years from the Financial Year 2022¬
23 onwards until the conclusion of the 45^th Annual General
Meeting, to be held in the Year 2027.

M/s. Walker Chandiok & Co. LLP have confirmed their
eligibility and given their consent under Sections 139 and
141 of the Act and the Companies (Audit and Auditors)
Rules, 2014 for their continuance as the Statutory Auditors
of the Company for the Financial Year 2025-26. In terms
of the SEBI Listing Regulations, the Auditors have also
confirmed that they have subjected themselves to the peer
review process of the Institute of Chartered Accountants
of India (ICAI) and hold a valid certificate issued by the Peer
Review Board of the ICAI.

M/s. Walker Chandiok & Co. LLP, Chartered Accountants,
have submitted their Report on the Financial Statements o
the Company for the Financial Year 2024-25, which forms
part of this Annual Report. The reports are self explanatory
and there were no observations (including any qualification
reservation, adverse remark, or disclaimer) of the Auditors
in the Audit Reports issued by them that calls for any
explanation from the Board of Directors, and they also did
not report any incident of fraud to the Audit Committee of
the Company during the year under review.

16. Secretarial Auditors and their Report

Pursuant to Section 204 of the Act and Rules made
thereunder, P. Mehta & Associates, Practicing Company
Secretaries, represented by Mr. Prashant Mehta were
appointed as Secretarial Auditors of the Company for the
Financial Year 2024-25 to conduct the Secretarial Audit
and issue the Secretarial Audit Report in Form MR-3. The
Secretarial Audit Report issued by Secretarial Auditors for
the Financial Year ended March 31, 2025, is annexed as
"Annexure 5" to this report.

There were no qualifications or observations, adverse
remarks or disclaimer of the Secretarial Auditors in the
report issued by them for the Financial Year ended March
31, 2025, and hence, no explanation was required from the
Board of Directors.

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

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

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

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. This framework is periodically reviewed and
enhanced under the oversight of the Risk Management
& Governance Committee of the Board as well as by the
Board of Directors of the Company. The Audit Committee of
the Board has additional oversight in the area of financial
risks and controls.

Mastek is committed to continually strengthen its Risk
Management capabilities in order to protect the interests
of stakeholders and enhance shareholder value.

18. Internal Control Systems

Adequacy of Internal Financial Controls

The Company believes that internal control is a necessary
prerequisite of governance and that freedom should be
exercised within a framework of checks and balances.

The Company has a well established internal control
framework, which is designed to continuously assess the
adequacy, effectiveness and efficiency of financial and
operational controls. The management ensures an effective
internal control environment commensurate with the size
and complexity of the business, which assures compliance
with internal policies, applicable laws, regulations and
protection of resources and assets.

Mastek Group has a presence across multiple geographies,
and a large number of employees, suppliers and other
partners collaborate to provide solutions to customer
needs. Robust internal controls and scalable processes are
imperative to manage the global scale of operations. The
Management has laid down internal financial controls to be
followed by the Company/Group. The Company has adopted
policies and procedures for ensuring the orderly and
efficient conduct of the business, including adherence to
the Company's policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.

Internal Audit

An independent and empowered Internal Audit Firm at
the corporate level carries out risk focused audits across
all businesses (both in India and overseas) to ensure that
business process controls are adequate and are functioning
effectively. These audits include reviewing cyber security,
quality controls, finance, operations, safeguarding of
assets, and compliance related process and controls.

Areas requiring specialised knowledge are reviewed in
partnership with external subject matter experts.

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

framework and operating processes, are constantly
monitored for effectiveness during such Audits.

The 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
interaction with the management.

As of March 31, 2025, Mastek Group had a total headcount
of 5,058. Mastek Group continues to focus on attracting
new talent and helping them to acquire new skills, explore
new roles, and realise their potential by providing training
and retaining top talent.

20. Management of Equality, Risks of
Fraud, Corruption, and Unethical
Business Practices

• Equal opportunity employer

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

• Code for Prevention of Insider Trading Practices

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

The Company's "Code of practices and procedures for fair
disclosure of unpublished price sensitive information" is
available on the Company's website and can be accessed
through the web link https://www.mastek.com/wp-
content/uploads/2024/10/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 and provides
a mechanism for reporting concerns about unethical
behavior, actual or suspected fraud or violation of the Code
of Conduct and Ethics. It also provides adequate safeguards
against the victimisation of the complainant who avails the
mechanism and provides direct access to the Chairperson
of the Audit Committee in exceptional cases. It is affirmed
that no personnel of the Company have been denied access
to the Audit Committee. The Whistle Blower Policy / Vigil
Mechanism is placed on the website of the Company and
can be accessed through the weblink https://www.mastek.
com/wp-content/uploads/2022/07/Group-Whistle-
Blower-Policy.pdf

• Anti-Bribery and Corruption Policy

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

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

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

All women employees, whether permanent, temporary,
or contractual, are covered under the above policy. The
said policy has been uploaded on the internal portal of

the Company for information of all employees. Periodic
sessions were also conducted to apprise employees and
build awareness of the subject matter. The key focus is
to create a safe, respectful, and inclusive workplace that
fosters professional growth for each employee.

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

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

22. Corporate Social Responsibility (CSR)
Activities / Initiatives

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

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

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

23. Business Responsibility and Sustainability
Report (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, the Business Responsibility and Sustainability
Report for the Financial Year ended March 31, 2025 is
given elsewhere and forms part of the Annual Report. The
Company continues to execute strong ESG proposition
by working with all relevant stakeholders as well as in its
own operations.

24. Corporate Governance Practices

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

25. Annual Return

As required under the provisions of Sections 134(3) (a)
and 92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft
of the Annual Return in prescribed Form No. MGT-7 (of
Financial Year 2024-25) has been made available on the
website of the Company and can be accessed through the
weblink: https://www.mastek.com/investorinformation/.

26. Compliance with Secretarial Standards

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

27. Directors & Officers Insurance Coverage

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

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

(A) Conservation of energy

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

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

Mastek, being an IT/ITES Company, has focused
on reducing energy consumption across all its
offices. The Company initiated an action plan 9
years ago, implemented in phases, to achieve
energy savings. Steps included:

• Surveying Electrical Infrastructure: A

detailed understanding of energy use
breakdown across their offices.

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

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

(ii) Specific Action Plan:

• Switching to HT Express Electricity Feeders:

Feasible areas were upgraded to reduce
power shutdowns.

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

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

• Upgrading to Energy-Efficient Systems:

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

• Replacing CFL Lights with LED Lights: A

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

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

(iii) Utilization of Alternate Sources of Energy:

• LEED/Energy-Certified Buildings: New

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

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

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

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

(iv) Capital Investment:

Mastek has invested approximately Rs. 6 Crores

in energy conservation initiatives across its

offices upto the Financial Year 2024-25.

(B) Technology absorption

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

Recent initiatives include:

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

• Travel and Expense Management Platform:

Helps manage travel bookings and expenses
more effectively.

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

(ESG) parameters, aligning with global
sustainability standards.

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

29. Environmental, Social and Governance
(ESG)

For over 43 years, Mastek has been at the forefront
in providing technology solutions to address complex
public system challenges. During this time, Mastek
has consistently delivered substantial value to its
shareholders while dedicating a portion of its profits to
societal betterment. Whether addressing customer needs
supporting its employees, or engaging with third parties
and the supply chain, sustainability has always been a
fundamental consideration in Mastek's decision making
process. This commitment emphasizes on the importance
of integrating Environmental, Social, and Governance
(ESG) priorities into its operations while maintaining high
standards of corporate governance.

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

Zero Hunger (SDG 2), Good Health and Well Being (SDG
3), Quality Education (SDG 4), Gender Equality (SDG 5),
Clean Water and Sanitation (SDG 6), Affordable and Clean
Energy (SDG 7), Decent Work and Economic Growth (SDG
8), Reduced Inequalities (SDG 10), Sustainable Cities and
Communities (SDG 11), Responsible Consumption and
Production (SDG 12), and Climate Action (SDG 13).

Since its listing in the calendar year 1993, Mastek has
been distinguished by board independence, governance,
ethical business practices, and shareholder transparency.
The Company has maintained a record of zero data
breaches and consistently created high shareholder
value. Additionally, Mastek's subsidiary boards are
empowered and include local independent directors.
Mastek's governance framework includes various policies
addressing key areas such as like human rights, fair
wages, anti-bribery, grievance resolution processes, etc.
Training on anti-corruption has been completed by 99% of
the employees, demonstrating a strong commitment to
ethical standards.

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 alone, the foundation has touched the lives of
1,67,070 beneficiaries, supported over 1,000 animals
and birds, and partnered with 25 charities across seven
states in India through various projects. A notable initiativ
among others is the "Gratitude Is Attitude" event, where
employees have the opportunity to volunteer with and
contribute to charities that support various causes. Under
Social Value in the UK, Mastek supports a number of
bootcamps, multiple events for disadvantaged individuals
to help them in various ways, including its engagement
with SARRC, a global leader in autism research, education,
and lifelong support since 1997 empowering individuals
and families through innovation and inclusion. Towards
our social responsibility as an employer, Mastek has
reported zero incidents related to workplace discrimination
or human rights violations, affirming their commitment
to maintaining a fair and equitable workplace. Mastek's
Diversity, Equity, and Inclusion Policy promotes
equal employment opportunities and a harassment-
free workplace.

Mastek is dedicated to reducing waste and optimizing
water and energy use as part of its environmental
responsibility. Its offices in India are accredited with
ISO 14001 and ISO 45001. During FY 2024-25, Carbon
Emissions assessment and benchmarking were undertaken
for the UK and India offices of Mastek. Mastek is committed
to being Net Zero by 2030 in the UK and has offset 100% of
carbon emissions in the UK during FY 2024-25. Mastek's
overall target is to achieve Net-Zero by 2040 and is
progressing to implement its carbon emissions reduction
plan with defined steps in the upcoming years. Significant
reductions have been achieved in electricity consumption,
total GHG emissions, and water usage. Mastek continues
to enhance its environmental initiatives and engage
employees through its partnership with One Tree Planted,
the official partner of the United Nations Decade on
Ecosystem Restoration. During FY 2025, Mastek published
its disclosures in line with Task Force on Climate Related
Financial Disclosures and is also working towards defining
Science-based targets (in line with SBTi) to achieve its Net-
Zero vision.

30. Other Disclosures

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

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

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

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

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

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

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

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

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

• No application has been made under the Insolvency and
Bankruptcy Code, hence the requirement to disclose
the details of the application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year along with their statu
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 fo
loans taken from the Banks or Financial Institutions.

31. Directors' Responsibility Statement

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

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

(a) that in the preparation of the Annual Financial
Statements for the year ended March 31, 2025, the
applicable Accounting Standards have been followed
along with proper explanation relating to material
departures, if any;

(b) that such Accounting Policies as mentioned in the
Notes to the Financial Statements have been selectei
and applied consistently, and judgements and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2025, and
of the profits of the Company for the year ended on
that date;

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

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

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

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

32. Industry Recognition:

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

33. Acknowledgements

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

Your Directors are grateful to the Investors for their
continued support, trust, patronage and confidence in
the Company over last more than 3 (three) decades.

Your directors would like to make a special mention of
the support extended by the various Departments of
the Central and State Governments, particularly the
Software Technology Parks of India, SEZ, the Department
of Communication and Information Technology, the Direct
and Indirect Tax Authorities, the Ministry of Commerce,
the Reserve Bank of India, Ministry of Corporate Affairs /
Registrar of Companies, Securities and Exchange Board
of India, the Stock Exchanges, other authorities and look
forward to their continued support in all future endeavors.

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

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

For and on behalf of the Board of Directors.

Ashank Desai

Chairman
(DIN: 00017767)

Date: April 18, 2025
Place: Mumbai