The Board of Directors (“Board”) of your Company is pleased to present the 41^st 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, 2023.

In compliance with the applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“the Act”) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), this report covers the financial results and other developments during the Financial Year ended March 31, 2023.

1. Financial Results

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2023, 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 ' 2,56,339 lakhs for the year ended March 31, 2023 (as compared to ' 218,384 lakhs in the previous year ended March 31, 2022), which is an increase of 17.38%. The Mastek Group registered a Net Profit of ' 31,027 lakhs for the year ended March 31, 2023 (as compared to ' 33,342 lakhs in the previous year ended March 31, 2022), thereby registering a decrease of 6.94%. Further

The UKI & Europe Geography operations contributed ' 1,58,761 lakhs to total Operating Revenue for the year ended March 31, 2023 (as compared to ' 148,485 lakhs in the previous year ended March 31, 2022), resulting in a growth of 6.9%.

The North America Geography operations contributed ' 62,576 lakhs to total Operating Revenue for the year ended March 31, 2023 (as compared to ' 38,556 lakhs in the previous year ended March 31, 2022), resulting in an increase of 62.3%.

The Middle East operations contributed ' 23,350 lakhs to total Operating Revenue for the year ended March 31, 2023 (as compared to ' 19,006 lakhs in the previous year ended March 31, 2022), resulting in an increase of 22.9%.

Revenue from the Rest of the World’s Geographies i.e. India and Asia Pacific operations contributed ' 11,652 lakhs to the total Operating Revenue for the year ended March 31, 2023 (as compared to ' 12,337 lakhs in the previous year ended March 31, 2022), resulting in a decrease of 5.6%.

• Break-up of the Revenue by Service Lines

• Consolidated Financial Statements

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

Profitability

During the year ended March 31, 2023, Mastek Group earned a profit of ' 31,027 lakhs (as compared to ' 33,342 lakhs for the year ended March 31, 2022). The profits for the Financial Year ended March 31, 2023, witnessed decline on account of the following:

(a) depreciation of GBP impacted overall profitability for Mastek, as UK is a significant market for

the Company;

(b) significant increase in talent cost and increase in cost per hire, led by higher demand for niche and skilled resources in the market; and

(c) continued investment in sales and capability building.

3. Acquisition during the year under review

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

During the year under review, the Company and its US based subsidiary acquired both the MST group Companies business alongwith its employees. The deal had been structured in two stages:

• MetaSoftTech Solutions LLC, US entity, was acquired by Mastek Inc., US based wholly owned First level Step down subsidiary of the Company.

• Meta Soft Tech Systems Private Limited, Indian entity, was acquired by the Company.

These two entities became the subsidiaries of the Company during the financial year 2022-23.

About MetaSoftTech Solutions LLC, USA (MST USA):

Founded in 2012, MST Solutions is the largest independent Salesforce consulting partner in the American Southwest region. With Summit level status in the Salesforce ecosystem and a 5 out 5 Customer Satisfaction score, they are service experts who take service to a whole new level. Through the framework of a proven effective Roadmap to Results, their team of Salesforce architects, developers, project managers, and administrators add their expertise to clients team to craft agile, innovative solutions that answer client organisation’s operational challenges today and as clients grow.

It is based in Chandler, Arizona, USA, and is an independent Salesforce consulting partner in the American Southwest region. MST USA is a trusted partner to a number of Fortune 1000 and has large enterprise clients. MST USA has built a strong reputation for itself, especially in the Healthcare, Public Sector, and Manufacturing Industry verticals. The entire USA

business and membership were acquired for upfront consideration of USD 76.6 million and Earnout - between USD 0 to USD 35 million, subject to achieving targets.

About Meta Soft Tech Systems Private Limited (MST India):

Formed in March 2013, MST is a privately held Indian subsidiary of US-based parent MetaSoftTech Solutions LLC, USA. The Indian entity was set up as an offshore service provider and is mainly engaged in IT and software support services, to meet overseas client requirements. The entire business and equity shares were bought for all cash consideration of ' 27.2 crores, subject to customary closing adjustments as per the terms of the Share Purchase Agreement. The said transaction was a 100% acquisition of shares.

Objects and effects of the acquisition:

Mastek’s Business Outcomes and Industry First DNA paired with MST USA’s Salesforce-led innovation capabilities will strengthen the value we will deliver to our customers and help them in their journey to Decomplex Digital. This acquisition is expected to significantly increase Company’s market share in existing accounts across industries in the Americas and provide a foundation to scale our Digital Transformation business globally.

Strategic Rationale:

a) Ability to address a large high growth new market for the Company;

• Large Target Addressable Salesforce services market

• Fills up a critical and strategic white space for the Company

• 90% of Fortune 1000 customer use Salesforce

• Strong synergy potential in mutual account base

b) Key Component of Mastek’s Vision 2025

• MST is a summit-level Salesforce partner. The Salesforce market continues to expand and is a strategic priority for Mastek in achieving $1 Bn revenue ambition in a few years.

• Bolsters Mastek tech stack with full suite Salesforce capabilities, critical for customer experience transformation programs.

c) Alignment to US Geo with Global Potential

• MST is focused on US clients and increases Mastek’s footprint in the Americas

• Mastek can leverage its global presence for hyper-growth of the Salesforce business

d) Complementary Capabilities

• MST’s CX capabilities on various Salesforce clouds are complementary to Mastek’s existing Commerce, Oracle Cloud, and Digital Engineering services

• Significant synergy opportunities within existing accounts

• Ability to stitch together larger deals spanning the entire IT landscape

e) Strong cultural fit

• Strong leadership team with experience in growing the business

• Focus on delivering value to customers while enabling growth for employees aligns with Mastek 4.0 culture

• These two entities became the subsidiaries of the Company during the financial year 2022-23.

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.

Except the relinquishment of role of Managing Director by Mr. Ashank Desai w.e.f April 1, 2023 and the resignation of Ms. Priti Rao, Independent Director w.e.f May 1, 2023 there is no other material change.

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-Policv.pdf

Interim Dividend

The Board of Directors at its meeting held on January 17, 2023, declared an Interim Dividend at the rate of 140% i.e., ' 7.00 per equity share (on the face value of ' 5.00 per equity share). The above dividend was paid to the Members on February 15, 2023. The Company had deducted tax at source at the time of payment

of dividend in accordance with the provisions of the Income Tax Act, 1961.

Final Dividend

Your Directors are pleased to recommend a Final Dividend at the rate of 240%, i.e., ' 12.00 per equity share (on the face value of ' 5.00 per equity share) for the Financial Year ended March 31, 2023, which will be paid upon obtaining the Members’ approval at the ensuing Annual General Meeting. The Final Dividend, if approved, will be paid (subject to deduction of tax at source) within 30 (thirty) days from the date of the Annual General Meeting to those Members whose name appears in the Register of Members as on the book closure date mentioned in the Notice convening the 41^st Annual General Meeting.

The total dividend for the Financial Year ended March 31, 2023, including the proposed Final Dividend, amounts to ' 19 per equity share (on the face value of ' 5.00 per equity share) or 380% (previous year ' 19.00 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 Unpaid Final Dividend for the Financial Year 2014-15 amounting to ' 168,543, and the 1^st Unpaid Interim Dividend for the Financial Year 2015-16 amounting to ' 267,036 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 as dividend aggregating to 156 equity shares and 943 equity shares respectively, have also been transferred to the Demat account of the IEPF Authority.

The Company is in the process of transferring the 2^nd Unpaid Interim Dividend for the Financial Year 2015-16 amounting to ' 208,311 to IEPF authority shortly, and also the underlying shares on the above-unclaimed dividend aggregating to 612 equity shares.

The relevant dates of the unpaid / unclaimed dividend amount which will be transferred to the IEPF Authority in the current year and subsequent years are given in

the Corporate Governance Report, 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 given elsewhere in this report, forms an integral part of this Report and, inter alia, gives an update, including Market and Future Prospects and on the following matters.

• Macro economy review

• Industry review

• Company overview

• Financial review

• Business review

• Business outlook

• Information Technology

• Research and Development

• Risks and Concerns

• Internal Control Systems

9. Credit Rating

The Company’s financial discipline is reflected in the strong credit rating ascribed to it by ICRA Limited, a reputed credit rating agency. During the year under review, the following ratings ascribed by ICRA Limited reflect that the Company has serviced its financial obligations on time.

on July 17, 2013, for issuance of the Employee Stock Options (“Options”) to the identified employees of the Company. The First 4 (four) Plans I to IV, have been already closed by the Company.

The Nomination and Remuneration Committee of the Company, inter alia, administers and monitors ESOPs, implemented by the Company in accordance with the relevant provisions of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021, (including any statutory modification(s) and / or re-enactment(s) thereof for the time being in force) (“SEBI SBEB Regulations”). During the year under review, the Company granted 54,860 Options to its identified employees. The Company has not introduced any new Plan during the year under review.

The Certificate from M/s. P. Mehta & Associates, Secretarial Auditors, confirming the compliance of ESOPs with the provisions of the Act and SEBI SBEB Regulations, will be obtained and shall be available for inspection by the Members. The Members desiring inspection may write to investor_grievances@mastek.com

During the year under review, there were no material changes in the ESOPs of the Company. The details of the Options granted under the aforesaid ESOPs and the disclosure in compliance with SEBI SBEB Regulations for the year ended March 31, 2023, are annexed as “Annexure 1” to this report.

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

During the year, the Company issued and allotted 186,054 equity shares of the face value of ' 5 each for a total nominal value of ' 930,270 under various Employee Stock Option Plans 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, the Board of Directors of the Company, by virtue of a Special Resolution, passed by the Members of the Company through Postal Ballot on January 11, 2023, approved and allotted 320,752 equity shares having the face value of ' 5 each at an issue price of ' 1,856 per share (including premium of ' 1,851 per share), aggregating to ' 59.53 crores on a private placement basis through the preferential allotment on January 17, 2023, towards buyout of 2^nd tranche of Compulsorily Convertible Preference Shares (CCPS) from CCPS holders of Mastek Enterprise Solutions Private Limited (formerly known as Trans American Information Systems Private Limited), Subsidiary of the Company. The buyout of CCPS was partially in cash and partially through issue of Equity Shares. The issue price was determined in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

The Company now holds 1,00,000 CCPS of Re. 1/- each of Mastek Enterprise Solutions Private Limited (formerly known as Trans American Information Systems Private Limited), Subsidiary of the Company.

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

12. Subsidiaries and Material Subsidiaries

A list of Companies which are Subsidiaries/ Step Down Subsidiaries of your Company is provided as part of the notes to the Financial Statements.

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

During the Financial Year 2022-23, the Company had no Associate or Joint Venture Company.

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

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

Material Subsidiaries

Mastek (UK) Limited, Mastek Enterprise Solutions Private Limited (Formerly known as Trans American Information Systems Private Limited), and Mastek Systems Company Limited (Formerly known as Evolutionary Systems Company Limited) are ‘Material Subsidiaries’ as per the criteria given under Regulation 16 of the SEBI Listing Regulations. As a good corporate governance practice and as stipulated under the SEBI Listing Regulations, the Company has already appointed at least one Independent Director on the Board of each of these Subsidiaries.

The Company is in the process of appointing an Independent Director on the Board of Mastek Systems Company Limited, as the nominated Independent Director has submitted the resignation.

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

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

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

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

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

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

13. Sale of Pune Office

During the year under review, the Company sold its small office situated in Pune, as it was not in use by the Company for long.

14. Particulars of Related Party Transactions

During the year under review, the Company has not entered into any material transactions with Related Parties (except with its Subsidiaries, which are exempt for the purpose of Section 188(1) of the Act). As defined under Section 2(76) of the Act, read with Companies (Specification and Definitions Details) Rules, 2014, all of the Related Party Transactions entered into were in the ordinary course of business and on an arm’s length basis and in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There are no materially significant Related Party Transactions made by the Company with its Promoters, Directors or Key Managerial Personnel, etc., which may have potential conflict with the interest of the Company at large.

All transactions with Related Parties are placed before the Audit Committee for its approval. Omnibus approvals are given by the Audit Committee on yearly basis for transactions, which are anticipated and repetitive in nature. A statement of all Related Party Transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions.

A significant quantum of Related Party Transactions undertaken by the Company is with its Subsidiaries.

The said transactions were unanimously approved by the Audit Committee as well as by the Board. There are no materially significant Related Party Transactions that may have potential conflict with the interest of the Company at large.

The SEBI vide amendments to the SEBI Listing Regulations has introduced changes in the Related Party Transactions framework, inter alia, by enhancing the purview of the definition of the Related Party, and the overall scope of transactions with Related Parties effective April 1, 2022. Consequently, the Board of Directors on recommendations of the Audit Committee has approved the revised Policy on “Related Party Transactions” of the Company to align it with the amendments notified by the SEBI Listing Regulations.

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

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

15. 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. In compliance with the provisions of the Act, there were no Loans given by the Company during the year. However, the Company has made investments in subsidiaries and provided a Guarantee /Stand by Letter of Credit and also security / charge / mortgage over its properties as a security for loan facilities availed by its Subsidiaries.

16. Board of Directors and Key Managerial Personnel

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

As at March 31, 2023 the Board of Directors of the Company consists of 5 (five) Members, out of which there are 3 (three) Independent Directors, including 1 (one) Woman Director. There is 1 (one) NonExecutive Director and 1 (one) Managing Director who are also the Promoters of the Company.

There was change of role from March 21, 2023 of Mr. Ashank Desai, from Vice Chairman & Managing Director to Chairman & Managing Director till March 31, 2023, and from April 1, 2023 he holds the position of Non-Executive Chairman of the Company and has relinquished the role of Managing Director of the Company on March 31, 2023.

The Company is in the process of appointment of new Directors to have a Board composition of minimum 6 (six) Members.

Appointment

Mr. Suresh Vaswani (DIN: 02176528) was appointed as an Additional Director (Non-Executive) with effect from December 11, 2022. The Members of the Company, by way of a special resolution passed through postal ballot on January 11, 2023, approved the appointment of Mr. Suresh Vaswani as a NonExecutive Independent Director, not liable to retire by rotation.

Resignations

During the year under review, Mr. Atul Kanagat (DIN: 06452489), Independent Director of the Company resigned on January 17, 2023, from the Board of Directors and Board Committees of the Company due to personal and other professional commitments.

The Board recalled his contribution and expressed their sincere gratitude for the invaluable contributions of Mr. Atul Kanagat towards the Company during his tenure of more than a decade. His association has helped in reaping benefits and business opportunities to a great extent.

Mr. S. Sandilya (DIN: 00037542), Non - Executive Chairman & Independent Director of the Company also resigned on March 3, 2023, from the Board of Directors and Board Committees of the Company stating that he is no longer aligned with the future direction of the Company.

The Board recalled the selfless and valuable contribution made to the Company by Mr. S. Sandilya as Non-Executive Chairman & Independent Director. His commitment to Mastek’s business and upholding the corporate governance principles were the highlight during his more than 11- yearlong association with the Company.

After the end of the Financial Year - on April 19, 2023, Ms. Priti Rao (DIN: 03352049) Independent Director of the Company submitted her resignation effective May 1, 2023, from the Board of Directors and Board Committees of the Company stating that her term is nearing its end and having assessed her position in light of the Company’s plans for its next growth phase, she has decided to resign.

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

b. Key Managerial Personnel

Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 (as amended from time to time), the following persons are acting as the Key Managerial Personnel (KMP) of the Company:

1. Mr. Ashank Desai - Chairman & Managing Director (upto March 31, 2023)

2. Mr. Arun Agarwal - Global Chief Financial Officer

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

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

Mr. Ashank Desai relinquished the role of Managing Director of the Company w.e.f. March 31, 2023 from close of business hours, except for this, there was no other change in the composition of KMP.

The Company is in the process of appointing MD / CEO as KMP of 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 of the Act. A list of key skills, expertise, and core competencies of the Board of Directors is placed under the Corporate Governance Report, which forms part of this Annual Report.

Based on the confirmations / declarations received from the Independent Directors, your Board of Directors confirms that they are independent of management, are persons of integrity, possess relevant expertise and vast experience, and bring an independent judgment on the Board’s discussions (including the proficiency) of the Independent Directors of the Company. Accordingly, the following Non-Executive Directors are Independent of the Management:

1. Ms. Priti Rao,

2. Mr. Rajeev Kumar Grover, and

3. Mr. Suresh Vaswani

None of the Directors of the Company is disqualified from being appointed as Director as specified in Section 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014. As required under Rule 6 of the Companies (Appointment

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

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

d. Director liable to retire by Rotation

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and pursuant to the Articles of Association of the Company, Mr. 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. Desai possesses the requisite qualifications and experience, and therefore, your Directors, based on the annual performance evaluation, and recommend the re-appointment of Mr. Ashank Desai. The necessary resolution for the re-appointment of Mr. Ashank Desai is 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, Chairpersons, and the Managing Director for the year under review.

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

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

f. Familiarisation Programme

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The Company has conducted a Familiarisation Programme for the Directors / Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the SEBI Listing Regulations. The details of the training and Familiarisation Programme conducted by the Company are hosted on the Company’s website and can be accessed through the web link https://www.mastek.com/wp-content/ uploads/2023/05/Induction-and-Familiarisation-Programme-for-Independent-Directors-2023.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 Corporate Governance Report, 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 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 10 (ten) times during the Financial Year ended March 31, 2023. The details of the Board Meetings and the attendance of the Directors thereat have been provided in the Corporate Governance Report, which forms part of this Annual Report. The maximum interval between any 2 (two) meetings did not exceed 120 (one hundred and twenty) days as prescribed under the Act.

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

As per Schedule IV of the Act, Secretarial Standards-1 on Board Meetings and SEBI Listing Regulations, during the year under review, 3 (three) Meetings of the Independent Directors were held.

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 at the Meetings held during the year under review, have been provided in the Corporate Governance Report, which forms part of this Annual Report.

j. Company’s Policy on Nomination and Remuneration

The Nomination and Remuneration Committee (‘NRC’) has formulated a Nomination and Remuneration Policy laying out the role of NRC, Policy on Director’s Appointment and Remuneration, including the recommendation of remuneration of the Key Managerial Personnel and Senior Managerial Personnel and the criteria for determining qualifications, positive attributes, and independence of a Director. The updated 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 (incentive)

pay reflecting short-term and long-term performance objectives appropriate to Company’s working and its goals.

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

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

k. Particulars of Employees and Related Disclosures

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

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committees of the Company. The Managing Director of the Company has not received any remuneration or commission from any of the Company’s Subsidiaries.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a Statement showing the names and other particulars of the Employees forms part of this report. Having regard to the provisions of the proviso to Section 136(1) of

the Act, the Annual Report excluding the aforesaid information is being sent to the Members of the Company and others entitled thereto. Details of Employees’ remuneration as required under aforesaid provisions are available with the Company and shall be sent to Members electronically who request the same by sending an e-mail to the Company at investor_grievances@mastek.com from their registered e-mail address.

17. 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 2023-2024. In terms of the SEBI Listing Regulations, the Auditors have also confirmed that they subject themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI.

Report of Statutory Auditors

M/s. Walker Chandiok & Co. LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial Year 2022-23, which forms part of this Annual Report. The reports are selfexplanatory 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.

18. Secretarial Auditors and their Report

Pursuant to Section 204 of the Act and Rules made thereunder, P. Mehta & Associates, Practising Company Secretaries represented by Mr. Prashant Mehta were appointed as Secretarial Auditors of the Company for the Financial Year 2022-23 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, 2023, 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, 2023, and hence, no explanation was required from the Board of Directors. The said report is selfexplanatory and does not call for further comments.

P. Mehta & Associates, Practising Company Secretaries, have been re-appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023-24. They have confirmed that they are eligible for the said re-appointment.

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

19. Risk Management

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

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

20. 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 managing the global scale of operations. The Management has laid down internal financial controls to be followed by the Company.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

Internal Audit

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

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

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

21. 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 with all leaders including Executive leaders in the organisation through various forums. In addition, forums such as regular org-wide and function

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.

24. Corporate Social Responsibility (CSR)

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 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

25. 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, 2023 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. The detailed Report given elsewhere in this report, forms part of this report.

26. Corporate Governance Practices

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

3. Processes and Optimal use & Upgrade of the systems

4. Monitor and measure the energy consumption.

To achieve the set target of energy savings, we planned and executed below actions.

• Switching to HT express electricity feeder, wherever feasible to cut down power shutdowns.

• Shutting Down and Switching off the Lights and AC’s after working hours.

• Maintenance and Servicing of HT/LT electrical supply systems on periodic basis to minimise breakdowns and thereby reducing DG operations and diesel consumption.

• Upgradation of obsolete HT/LT systems with new energy efficient systems.

• Upgradation of old HVAC with energy efficient HVAC system. Optimization and Upgrade of UPS system.

• Replacement of CFL lights with LED lights across all offices.

• Upgradation of conventional datacenter with energy efficient smart rack system.

• Installation of solar water heaters for cafeteria.

(ii) the steps taken by the Company for utilising alternate sources of energy:

• As a policy our new offices across globe are placed in LEED or Energy certified buildings.

• Refurbishment of existing offices in line with LEED standards.

We have started doing carbon offsetting to compensate GHG emission done by our offices in UK.

• Same will be implemented across all offices in phase manner.

• We are open to adopt renewable power like solar /wind wherever feasible for all our offices.

(iii) the capital investment on energy conservation equipments:

• In line with our energy optimisation plan, we have implemented various initiatives which are mentioned above in point (i). Till Financial Year 2023, we have invested approx. INR 4 Crores for energy conservation initiatives across Mastek’s offices.

(B) Technology absorption

We have always been focused for adopting technology to facilitate business growth. In FY23, we continued to invest in digital technologies, which have helped us improve operational efficiencies and customer experiences.

Efforts made towards technology absorption are:-

• For procurement and billing we have implemented procure to pay platform.

• For travel booking and billing we have implemented Travel and Expense management platform.

(C) Foreign exchange earnings and outgo

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

31. Environmental, Social and Governance (ESG)

While laying out a strategic approach to achieve the ESG goals in all areas and levels in the Company, this year along with prioritising Goal 4 (Quality Education), Goal 5 (Gender Equality), Goal 6 (Clean Water and Sanitation), Goal 8 (Decent Work and Economic Growth) and Goal 13 (Climate Action) of the United Nation’s Sustainable Development Goals, we have also focused on aligning to Goal 1 (promotes livelihood and health among women impacted by poverty), Goal 2 (Zero hunger), Goal 7 (affordable, reliable, sustainable and modern energy) and Goal 12 (sustainable consumption and production).

a. Environment

Climate change needs global attention and action and Mastek recognises its role to be part of the solution. We aim to deal with climate action within our operations and engage with stakeholders for the global program.

Our steady focus on responsiveness to the needs of the environment ecosystem will continue to be in three main areas:

• Decreasing carbon emissions through energy efficiency and conservation while moving to renewable energy,

• Minimising waste going to landfills.

• Conserving freshwater.

Mastek (UK) Limited (“Mastek UK”), a Subsidiary of the Company is committed to achieving carbon neutrality by Financial Year 2030 followed by Net-Zero Emissions by Financial Year 2040.

Energy Efficiency:

We are taking initiatives mentioned below that

reduce our electricity energy consumption.

• Energy efficient retrofits/utilities system upgradation.

• New offices in LEED/Energy certified buildings.

• Switching to renewable energy supply source, wherever feasible.

Responsible Sourcing:

• We are switching to ecofriendly/less polluting alternatives such as refrigerants with lower ozone depletion potential.

• Priority is given for procuring products with high energy /green rating.

Carbon Offsets:

• We have successfully completed carbon offsetting of Mastek UK emissions reported for FY 2019-20. We have started our carbon offsetting journey by contributing for solar, wind projects and energy efficient cook stoves in various certified carbon offset projects.

• We have completed our carbon emissions reporting of Mastek UK for FY 2021-22. We also plan to offset these emissions by contributing in carbon offset projects.

• Please find below the link w.r.t. Mastek UK carbon assessment:

https://www.mastek.com/statutory-

compliance/

• We are monitoring our electricity consumption of our global offices.

Health & Safety:

Post pandemic work from office culture is slowly picking up. We are pursuing best housekeeping practices in all our offices to maintain overall hygiene and safety standards.

Our Mahape, Seepz SDF 4 and Acropolis Ahmedabad offices are accredited by DNV for ISO 14001:2015 (EMS) & ISO 45001:2018 (OHSAS).

In view of creating awareness and improving competencies we have regular online sessions by subject experts for employees on the Environment, Health and Safety topics.

b. Social

Mastek has strong and established CSR framework.

It drives the CSR through Mastek Foundation (www.

mastekfoundation.in), the CSR arm of Mastek was

founded in 2002.

Its mission is - ‘Informed Giving, Responsible Receiving’.

Mastek has been an early adopter of CSR initiatives. The institution seeks to inspire Company employees by creating awareness among them to give back to the community in ways which would meet the needs and challenges faced by the community members. One such medium could be through volunteering and giving opportunities. Mastek Foundation, together with Mastek has a payroll giving programme which encourages employees to come forward and contribute to society as informed givers. Every quarter-end, since 2017, your Company holds a ‘Gratitude is Attitude’ event, bringing together all its employees and the charities to present themselves for donations from the employees. Mastek is committed to touch a million lives through its CSR programme by FY 2028. The Foundation also supports Non-Governmental Organisations (NGOs) to scale and build their capabilities through Information Technology skills. Hence, the Foundation has 3 clearly defined pillars: GIVE, ENGAGE and BUILD. In the Financial Year 2022-23, Mastek collaborated with about 28 NGOs which benefited about 43,464 people in need.

The disclosures 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, is annexed as “Annexure 6” to this report.

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

c. Governance

Mastek 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. Mastek’s Directors reaffirm their continued commitment to good corporate governance practices. A report on corporate governance along with a certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations forms part of the Annual Report.

32. Other Disclosures

No disclosure or reporting was made with respect to the

following items, as there were no transactions during

the year under review:

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

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

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

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

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

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

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

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

• No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of the application made or

any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

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

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

33. Amendment to the Articles of Association

The Board of Directors of the Company, at their meeting held on March 21, 2023, approved the amendments to the Articles of Association approving the appointment of two Promoter Directors and also agreed to incorporate the relevant amended provisions of the Shareholders’ Agreement, which was modified and executed between the Company, its Promoters, and New Shareholders. Accordingly, the Company has proposed the amendments to the Articles of Association of the Company as a consequence of the amendment of the Shareholders’ Agreement and also added an article stating the appointment of Two Promoter Directors in

terms of the Articles of Association of the Company, through a said Postal Ballot. The results of the Postal Ballot will be declared on or before May 3, 2023.

34. Directors’ Responsibility Statement

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

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

(a) that in the preparation of the Annual Financial Statements for the year ended March 31, 2023, 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, 2023, and of the profits of the Company for the year ended on that date;

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

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

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

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

35. Industry Recognition:

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

36. Acknowledgements

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

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

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

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

For and on behalf of the Board of Directors

Ashank Desai

Chairman (DIN: 00017767)

Date: April 19, 2023 Place: Mumbai