DIRECTORS' REPORT

Dear Members,

The Board of Directors ("Board") of your Company is pleased to present the 40^th Annual Report of Mastek Limited ("Mastek" or "the Company" or "Your Company") on the business and operations together with the Audited Financial Statements (Consolidated and Standalone) for the Financial Year ended March 31, 2022.

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, 2022.

1. Financial Results

Key highlights of the Financial Results (Consolidated and Standalone) of your Company for the Financial Year ended March 31, 2022, 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's overall Financial Performance

• Mastek Operations

On a Consolidated basis, the Company and its Subsidiaries ("Mastek Group") registered revenue from operations of '218,384 lakhs for the year ended March 31, 2022 (as compared to '172,186 lakhs in the previous year ended March 31, 2021), which is an increase of 26.8%. The Mastek Group registered a Net Profit of '33,342 lakhs for the year ended March 31, 2022 (as compared to '25,175 lakhs in the previous year ended March 31, 2021), thereby registering an increase of 32.4%. 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.25,670 lakhs for the year ended March 31, 2022 (as compared to Rs.18,714 lakhs in the previous year ended March 31, 2021).

The Company also made a Net profit of Rs.7,711 lakhs for the year ended March 31, 2022 (as compared to a Net Profit of Rs.1,887 lakhs in the previous year ended March 31, 2021). Further details are included in notes to the Accounts of Standalone Financial Statement, which forms part of this Annual Report.

The Financial Statements of the Company have been prepared based on the Audited Financial Statements of the Company and Audited Financial Statements of its Subsidiaries, which have been reviewed 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 publishes Consolidated and Standalone Audited Financial Results on an annual basis.

• Break-up of the Operating Revenue by Geographies

Further, a detailed analysis of the Company's performance is included in the Management Discussion and Analysis Section, which forms part of this Annual Report.

The UK & Europe Geography operations contributed Rs.148,485 lakhs to total Operating Revenue for the year ended March 31, 2022 (as compared to Rs.116,089 lakhs in the previous year ended March 31, 2021), resulting in a growth of 27.9%.

The North America Geography operations contributed Rs.38,556 lakhs to total Operating Revenue for the year ended March 31, 2022 (as compared to Rs.28,755 lakhs in the previous year ended March 31, 2021), resulting in an increase of 34.1%.

The Middle East operations contributed Rs.19,006 lakhs to total Operating Revenue for the year ended March 31, 2022 (as compared to Rs.18,948 lakhs in the previous year ended March 31, 2021), resulting in an increase of 0.3%.

Revenue from the Rest of the World's Geographies i.e. India and Asia Pacific operations contributed Rs.12,337 lakhs to total Operating Revenue for the year ended March 31, 2022 (as compared to Rs.8,394 lakhs in the previous year ended March 31, 2021), resulting in a growth of 47.0%.

• Break-up of the Revenue by Service Lines

• Break-up of the Revenue by Customer Segments

Profitability

During the year ended March 31, 2022, Mastek Group earned a profit of '33,342 lakhs (as compared to '25,175 lakhs for the year ended March 31, 2021). The profits for the Financial Year ended March 31, 2022 witnessed growth on account of the following:

(a) Productivity and other operational improvements;

(b) Profitable growth across geographies and accounts, and;

(c) Better management of variable cost structure and profitability levers.

3. Material Changes & Commitments and Changes in 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.

4. Transfer to General Reserves

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

5. 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 availability of sufficient funds for 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 19, 2022, 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, 2022. 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, 2022, 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 names appear in the Register of Members as on the cut-off date mentioned in the Notice convening the 40^th Annual General Meeting.

The total dividend for the Financial Year ended March 31, 2022, including the proposed Final Dividend, amounts to '19.00 per equity share (on the face value of '5.00 per equity share) or 380% (previous year '14.50 per share or 290%).

6. 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 2013-14 amounting to '431,830 and Interim Dividend for the Financial Year 2014-15 amounting to '255,341 which remained unclaimed for 7 (seven) consecutive years and was lying in the unpaid dividend account, has been transferred by the Company to the IEPF Authority and the underlying shares on the above-unclaimed amount of dividend aggregating to 2,719 equity shares and 947 equity shares respectively, have also been transferred to the Demat account of the IEPF Authority.

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.

7. Management Discussion and Analysis

In terms of provisions of Regulation 34(2) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Section forms an integral part of this Report and, inter alia, gives an update on the following matters

• Economy review

• Industry review

• Company overview

• Financial review

• Operational review

• Business outlook

• Information Technology

• Research and Development

• Risks and Concerns

• Internal Control Systems

8. 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.

The reaffirmation reflects your Company's continued strong parentage, credit profile, liquidity position, strong corporate governance practices, financial flexibility, and prudent financial policies.

The Company has not issued any debt instruments and did not have any fixed deposit programme or any scheme or proposal involving the mobilisation of funds in India or abroad during the Financial Year ended March 31, 2022.

9. EMPLOYEE STOCK OPTION PLANS

The Company has 3 (three) ongoing Employee Stock Option Plans (ESOPs) at present. The Members approved the ESOP V by way of Postal Ballot on March 20, 2009, approved the ESOP VI in the Annual General Meeting held on October 1, 2010, and approved the ESOP VII in the Annual General Meeting held 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 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 had granted 14,530 Options to its identified employees. The Company has not introduced any new plan during the year under review.

The Certificate from the Secretarial Auditor, 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 at 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, 2022 is annexed as "Annexure 1" to this report and has also been uploaded on the website of the Company.

Equity Share Capital

During the year, the Company had issued and allotted 295,083 equity shares of the face value of '5 each for a total nominal value of '1,475,415 under various Employee Stock Option Plans to the employees who exercised their vested Employee Stock Options. These equity shares ranked pari passuin all respects with the existing equity shares of the Company.

The Company on receipt of order in the Company Application No. CA (CAA) No. 18/AHM/2021 dated April 12, 2021 from the National Company Law Tribunal, Ahmedabad Bench at Ahmedabad ("NCLT/Tribunal") held the Meetings of the Equity Shareholders and Unsecured Creditors of the Company on May 28,

2021 and the Scheme of Arrangement was approved. Afterwards, the NCLT Ahmedabad Bench vide its order dated September 14, 2021, approved and sanctioned the Scheme of Arrangement amongst Evolutionary Systems Private Limited, Trans American Information Systems Private Limited and Mastek Limited and their respective Shareholders and Creditors pursuant to Sections 230 to 232 of the Act, read with Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016. The Company accordingly had issued and allotted 4,235,294 equity shares having the face value of Rs.5 each at an issue price of '650 per share (including premium of '645 per share) to the Shareholders of Evolutionary Systems Private Limited in terms of the approved Scheme of Arrangement.

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 17, 2022, approved and allotted 254,755 equity shares having the face value of '5 each at an issue price of '3,194 per share (including premium of '3,189 per share), aggregating to '81.37 crores on a private placement basis through the preferential allotment on February 10, 2022 towards buyout of 1^st tranche of Compulsorily Convertible Preference Shares (CCPS) from CCPS holders of Trans American Information Systems Private Limited, Subsidiary of the Company. 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 movement of Share Capital during the year was as under:

Your Company is listed on the Stock Exchanges with the 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 P. Mehta & Associates, Practising Company Secretaries, and is duly forwarded to the aforementioned Exchanges where the equity shares of the Company are listed.

11. Subsidiaries

A list of bodies corporate which are Subsidiaries of your Company is provided as part of the notes to the Consolidated Financial Statements. During the year under review, a new entity was incorporated in Canada, USA.

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, if any, 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.

During the Financial Year 2021-22, 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 changes in the nature of the business of any of the Company's Subsidiaries.

12. Material Subsidiaries

Mastek (UK) Limited, Mastek Enterprise Solutions Private Limited (Formerly known as Trans American Information Systems Private Limited), and 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 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 are appointed as the Directors of Subsidiary Companies, and they also apprise on a quarterly basis to 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 weblink at https://www.mastek.com/ wp-content/uploads/2022/07/Policy-for-determining- Material-Subsidiaries.pdf.

13. 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 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 the transactions, which are anticipated and are 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 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 Standalone Financial Statements of the Company. The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication 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.

14. 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 Standalone 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 provided a Guarantee and also security/charge/mortgage over its properties as a security for loan facilities availed by its Subsidiaries.

The Company is in the process of initiating strategic steps to fuel its digital transformation growth in cloud migration services and is expediting its plan to scale up its capacity, and coverage to diversify its geographic concentration and seek leverage on customer velocity. Further, the Company is consolidating and synergising the internal assets to build futuristic solutions in its products to embrace future trends all of which need sizeable investment and capital requirements. The Board has considered to raise funds by way of exercise of borrowing powers for which increase in the overall borrowing limits is being proposed for ease and financial support in business operations and expansions and to facilitate funding to its Subsidiaries and Joint Ventures.

Further, the Company will be required to offer financial facilities by way of Corporate Guarantees/Stand by Letter of Credit and will also be availing loan facility for its increased business operations and will be required to provide security by way of charge, mortgage or encumbrance on its own assets.

Considering the overall ongoing business requirements and potential Mergers & Acquisition activity, the Company proposes to increase charge/mortgage limit under Section 180 (1)(a), and also borrowing limit under Section 180 (1)(c) as mentioned in the Notice of the ensuing Annual General Meeting for seeking approval of the Members.

15. Board of Directors and Key Managerial Personnel

There have been no changes in the composition of the Board of Directors during the year under review. The details of the Board of Directors and the number of meetings held and attended by the Directors have been given in detail in the 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.

As of the date of this Annual Report, the Board of Directors of the Company consists of 6 (six) Members, out of which there are 4 (four) Independent Directors, including 1 (one) Woman Director. There is 1 (one) Non-Executive Director and 1 (one) Executive Director who are also Promoters of the Company. The Company has a Non-Executive Independent Director as its Chairman.

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 - Vice-Chairman & Managing Director

2. Mr. Arun Agarwal - Global Chief Financial Officer

3. Mr. Dinesh Kalani - Vice President - 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. Arun Agarwal was appointed as Global Chief Financial Officer of the Company w.e.f. May 31, 2021. Except for this, there was no other change in the composition of KMP.

c. Independent Directors and their Declarations

During the year under review, the Members at the 39^th Annual General Meeting held on September 28, 2021, approved the payment of Remuneration to Mr. S. Sandilya (DIN: 00037542), Chairman (Non-Executive) & Independent Director of the Company for the Financial Year 2020-21, which exceeded 50% of the total annual remuneration payable to all the Non-Executive Directors of the Company.

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 to 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 management, are persons of integrity, possess relevant expertise and vast experience, and bring an independent judgement 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. Mr. S. Sandilya,

2. Ms. Priti Rao,

3. Mr. Atul Kanagat, and

4. Mr. Rajeev Kumar Grover

None of the Director 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. Ketan Mehta (DIN: 00129188) 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 your Directors,

Mr. Mehta possesses requisite qualifications and experience, and therefore, your Directors, based on the annual performance evaluation, recommend the re-appointment of Mr. Ketan Mehta. Necessary resolution for the re-appointment of Mr. Ketan Mehta is being placed for the approval of the Members at the ensuing Annual General Meeting.

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

e. Performance Evaluation of the Board

The Company believes that the process of Performance Evaluation at the Board level is pivotal to its Board engagement and effectiveness. In compliance with the relevant provisions of the Act, read with the Rules made thereunder, and the SEBI Listing Regulations, the Performance Evaluation of the Board as a whole, its specified Statutory Committees, the Chairman of the Board, and the individual Directors were carried out for the year under review.

This exercise was carried out through a structured questionnaire prepared separately for the Board, Committees, Chairman and individual Directors.

The Chairman's Performance Evaluation was carried out by Independent Directors at a separate meeting. The parameters assessed included various aspects of the Board's functioning such as effectiveness, meetings, quantum and timeliness of the information flow between Board Members and Management, Board Member participation, quality and transparency of Board discussions, time devoted by the Board to strategy, performance and risk issues, Board composition and understanding of roles and responsibilities, succession and evaluation, and possession of required experience and expertise by Board Members.

The performance of the Committees was evaluated on the basis of their effectiveness in carrying out their respective mandates.

Peer assessment of Directors, based on parameters such as participation and contribution to Board deliberations, ability to guide the Company in key matters, knowledge and understanding of relevant areas, team attitude and initiative was reviewed by the Board for individual feedback.

During the year, Company actioned the feedback from the Board evaluation process conducted in Financial Year 2021-22. The agenda was reorganised to allow for more time for discussion on strategy and business matters, streamlining of content and briefing on compliance submissions, sharper business presentations with executive summaries and focus on strategy reviews.

Dedicated time was reserved for Board feedback on the agenda and important matters. Board interaction between meetings was stepped up through Board calls on various topics. Specific items were added in the Board planning for reviews, such as succession plans and review of long-term investments/initiatives, which were covered during the year. Scheduling of meetings was improved to allow sufficient discussion time for quarterly performance reviews during regular quarterly cycles.

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/2022/08/ Induction-and-Familiarisation-Programme-for- Independent-Directors-2022.pdf. The details of the induction and Familiarisation Programme for the Directors are given in the Corporate Governance Report, which forms part of this Annual Report.

g. Code of Conduct and Directors' Appointment and Remuneration

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.

The Company has formulated the "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 Vice-Chairman & Managing Director 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.

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 during the Board Meetings.

The Board of Directors met 10 (ten) times during the Financial Year ended March 31, 2022. 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 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, 1 (one) Meeting of the Independent Directors was held on January 19, 2022.

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 latest 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 the Senior Managerial Personnel 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 proper composition of Board of Directors and Board diversity;

5. To ensure that 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- 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, perquisites, 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 drawing remuneration in excess of the limits set out in the said rules is 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 Company at investor_grievances@mastek. com from their registered e-mail address.

16. Statutory Auditors and their Report

The Company's Auditors, M/s. Walker Chandiok & Co.

LLP, Chartered Accountants (ICAI Firm Registration Number 001076N/N500013), who have been appointed as the Statutory Auditors of the Company for the period up to the conclusion of the 40^th Annual General Meeting, have given their consent for re-appointment as the 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.

The Company has received a confirmation from the Auditors to the effect that if they are reappointed, it will be in accordance with the limits specified under the Act, and that they satisfies the criteria specified in Section 141 of the Act, read with Rule 4 of Companies (Audit and Auditors) Rules 2014. 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.

The Board is of the opinion that continuation of M/s. Walker Chandiok & Co. LLP, as Statutory Auditors will be in the best interests of the Company and therefore, the Members are requested to consider their re-appointment as Statutory Auditors of the Company, for a second term of 5 (five) consecutive years, from the conclusion of the ensuing 40^th Annual General Meeting, till the conclusion of 45^th Annual General Meeting to be held in the Year 2027.

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 2021-22, which forms part of this Annual Report. There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports issued by them that call 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.

17. 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 2021-22 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, 2022 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, 2022, 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 2022-23. They have confirmed that they are eligible for the said re-appointment.

18. 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.

19. Internal Control Systems 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.

In response to the COVID-19 pandemic, the Company continues to benefit from the remote working model it evolved and adopted as a part of business continuity plans. This has facilitated employees to work remotely/work from home wherever customer-location deliveries are not contractually required or waived by customers during these tough times. The design of processes allows for such remote execution with accessibility to secure data and ensures there are no events that have materially affected or are reasonably likely to materially affect the internal controls over financial reporting during the period.

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.

20. Human Resources

A key area of focus for our 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 endeavour to create a work environment that is collaborative, encourages learning and is growth- oriented to enable employees to perform at their full potential. We believe in an open and transparent work culture that places adequate emphasis on Mastekeers work experience, feedback and suggestions. We have regular engagement activities including interactions with all leaders including Executive leaders in the organisation through various forums. In addition, forums such as weekly and monthly meetings, monthly All Hands Meeting and Quarterly Meets, and departmental meetings provide opportunities for Mastekeers interaction with the management.

As of March 31, 2022, Mastek Group had a total headcount of 4,977. 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 high-quality talent.

21. 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.

• Prevention of Insider Trading

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 penalty framework and the internal guidelines on violation 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 weblink https:// www.mastek.com/wp-content/uploads/2021/10/code- of-practices-and-procedures-for-fairdisclosure-of-upsi. pdf.

• 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 behaviour, 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 has 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 ‘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 to the policy is ensured through mandatory online training and understanding is confirmed through a test that has a minimum threshold for passing and generating a certificate of successful completion.

22. 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. Our 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 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 members from NGOs or with relevant experience. Investigations are conducted, and decisions made by the IC at the respective locations, and a senior woman employee is the 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 mere redressal of complaints but also encompasses the 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.

23. 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 with mediums such as volunteering and giving opportunities. The Foundation also supports Non - Governmental Organisations (NGOs) to scale and build their capabilities through 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, is 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/Corpo rate-Social- Res po nsi bili ty- Policy-2022.pdf.

24. Business Responsibility and Sustainability Report (BRSR)

The SEBI Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based on market capitalisation from Financial Year 2022-23 onwards. However, your Company has voluntarily decided to include it from this year. Pursuant to Regulation 34 of the SEBI Listing Regulations, ‘Business Responsibility and Sustainability Report' forms part of this Annual Report, which describes the initiatives taken by the Company from an environmental, social and governance perspective.

25. 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 Schedule V of the SEBI Listing Regulations forms part of this Annual Report.

26. 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 extract of the draft Annual Return in Form No. MGT-7 (of Financial Year 2021-22) has been made available on the website of the Company: https://www.mastek.com.

27. 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.

28. Insurance

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.

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

Conservation of Energy and Technology Absorption:

Mastek understands the importance of being an environmentally sustainable business entity and that businesses can thrive in the long run by ensuring environmentally friendly practices.

As a responsible organisation, Company makes a constant effort to reduce carbon emissions from own operations. Its sustainability strategy focuses on environmental responsibility, climate protection, and an optimal use of energy resources. The environment has a direct impact on the health and well-being of every Stakeholder in value chain. It is therefore important that Company strives to mitigate the impact, and where possible, influence positive environmental practices.

Focus is continued during the year to minimise the Electrical consumption.

• Optimisation of Electrical energy units by system upgradation and effective controls.

• During the year we have completed upgradation of electrical substation for our Mahape, Navi Mumbai facility.

• As per strategy we are selecting our new offices in LEED/ Energy certified buildings. Our new offices in Chicago, Romania and Amsterdam are operating in LEED/Energy certified buildings.

Assessments and Certifications

• Our office at Mahape (Navi Mumbai) is accredited by DNV for ISO 14001:2015 and OHSAS ISO 45001:2018.

In addition to Mahape, this year we have successfully completed ISO 14001: 2015 and OHSAS certification for our SEEPZ SDF 4 and Acropolis, Ahmedabad office and;

• Completed carbon footprint assessment and reduction plan for Mastek UK with FY 2019-20 as benchmark year.

Company is committed towards fulfilment of sustainability initiatives and ensuring actions for the benefit of People, Planet and Profit. These initiatives are mainly -

• Reduction of energy consumption through implementation of energy efficient systems.

• Optimum utilistaion of natural resources like Water and Diesel.

• Consumption reduction for Paper, Food waste and Plastic.

• Adopting ecofriendly refrigerants for air-conditioning systems.

• Ensuring people centric approach in providing functional services especially in the COVID-19 pandemic situations.

• Adopting automisation for operations like Procurement, Billing and Travel wherever possible to improve overall functional efficiency.

Foreign exchange earnings and outgo:

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

30. ESG (Environment, Social, Governance)

The Company's ESG priorities and goals are aligned to the United Nation's Sustainable Development Goals under 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).

Mastek has laid out a strategic approach to achieve the ESG goals in all areas and levels in the Company.

Tiered Approach

• ESG at Mastek Group

• ESG at Business/Geo Level

2022 Goals Going into Multi-year Commitments

• Measurable Objectives

• Disclosures

Thematic Priorities

• Climate Change

• Gender Parity and Diversity

• Health and Safety

• Governance and Ethical Business Practices

• Build Digital Skills

a. Environment

Mastek (UK) Limited ("Mastek UK"), a Subsidiary of the Company is committed to achieving carbon neutrality by FY25 followed by Net-Zero Emissions by FY40. Mastek UK has completed a carbon assessment and benchmarked its emissions for the period prior to Covid, i.e. as of FY 2019-20, to understand actual emissions as the period under the Covid pandemic may not be a true reflection of emissions owing to reduced industry activity.

In India, Company offices in Mahape (Navi Mumbai), SEEPZ (Mumbai) and Acropolis (Ahmedabad) are accredited with ISO 14001 - Environment Management System and ISO 45001 - Occupational Health and Safety Management System. As part of E-waste management activity, Mastek has disposed up to 15 years old scrap lying in Mahape and SEEPZ offices. The Company's e-waste disposal of 4.75 Metric Ton is carried out through a Government approved vendor on a regular basis. In the last 5 (five) years Company has reduced CO₂ emissions from Mahape facility from 1,338 MT to 275 MT, a reduction of 79%. The graphs below show the YoY KWH consumption and equivalent CO₂e emission in MT for Mahape office.

The electricity consumption savings stood at 74,712 KWH units across globe for FY 2021-22. Water consumption for Company's India offices is reduced by 8.45% YoY. General and Food waste is disposed through Municipal agencies. The total Green House Gas (GHG) emission stood at 536 MT due to air travel in the year 2021-22 for Mastek globally. Mastek has also partnered with ‘One Tree Planted', a not-for-profit NGO and the official partners of the United Nations Decade on Ecosystem Restoration (2021-2030); to boost the Environmental agenda as part of your Company's ESG goals. Your Company had planted a tree in the name of each investor who participated in the Investor Day held by the Company on April 21, 2022. Your Company will continue to contribute to the restoration of trees across the globe through this partnership and various other manners in FY 2023 and beyond.

b. Social

Your Company has strong and established CSR framework. It drives the CSR through Mastek Foundation (www.mastekfoundation.in), the CSR arm of Mastek found 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.

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-Responsibilitv-Policv-2022.pdf.

c. Governance

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 Schedule V of the SEBI Listing Regulations forms part of the Annual Report.

31. 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.

• 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.

• No significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations and legal compliances.

32. Significant Developments

Scheme of Arrangement between Mastek Limited, Trans American Information Systems Private Limited, Evolutionary Systems Private Limited, and their respective Shareholders and Creditors.

National Company Law Tribunal, Ahmedabad Bench, vide its order dated September 14, 2021, approved and sanctioned the Scheme of Arrangement amongst Evolutionary Systems Private Limited, Trans American Information Systems Private Limited, and Mastek Limited and their respective Shareholders and Creditors pursuant to Sections 230 to 232 of the Act read with Companies (Compromise, Arrangements, and Amalgamations) Rules, 2016. The Company accordingly has issued and allotted 4,235,294 equity shares at '650 (including premium of '645 per share) each to the shareholders of Evolutionary Systems Private Limited in terms of the approved Scheme.

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 17, 2022, approved and allotted 254,755 equity shares of the face value of '5 each at an issue price of '3,194 per share (including premium of '3,189 per share), aggregating to '81.37 crores on a private placement basis through the preferential allotment on February 10, 2022. The offer/issue price was determined in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

33. Adoption of Amended and Restated Articles of Association

The Board of Directors of the Company, at their meeting held on September 28, 2021, approved the amended and restated set of Articles of Association incorporating the relevant provisions of the Shareholders Agreement, executed between the Company, its Promoters, and New Shareholders. The amended and restated Articles of Association substitute the existing Articles of Association of the Company, as amended in terms of the special resolution passed by the Members of the Company through postal ballot on January 17, 2022.

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, 2022, 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, 2022, 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. Appreciation and Acknowledgement

Your Directors express their heartfelt gratitude to all the Stakeholders of the business, who have wholeheartedly supported the Company in its prolific journey of 4 (four) decades.

Your Directors are grateful to the Investors for their continued patronage and confidence in the Company over the past several years. Your Directors also thank the Central and State Governments, Statutory and Regulatory Authorities, and Stock Exchanges for their continued guidance, assistance, cooperation, and support received from them and look forward to their continued support in the future.

Your Directors thank all its esteemed clients, associates, vendors, banks, financial institutions, and contractors within the country and overseas for their continued support, faith and trust reposed in the professional integrity of the Company. With continuous learning, skill up-gradation, and technology development, the Company will continue to provide world-class professionalism and services.

Your Directors also wish to place on record their deep sense of acknowledgment for the devoted and efficient services rendered by each and every employee of the Mastek Family, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible.

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